Common use of Closing Deliveries Clause in Contracts

Closing Deliveries. Subject to the terms and conditions hereof, at the Closing: (a) the Seller shall deliver to the Buyer certificates representing the Shares duly endorsed for transfer to the Buyer, or with separate stock powers attached thereto duly endorsed for transfer to the Buyer; (b) the Buyer shall deliver to the Seller the Estimated Payment Amount, by wire transfer of immediately available funds to a bank account designated by the Seller in writing prior to the Closing; (c) the Buyer shall deliver to the Seller a certificate representing the number of shares of Buyer Common Stock to be issued by the Buyer to the Seller at the Closing; (d) the closing certificates and other documents required to be delivered pursuant to this Agreement will be exchanged; (e) the Seller shall deliver to the Buyer copies of resolutions of the Seller and Berwind certified by the Secretary of the Seller and Berwind, respectively, authorizing the execution, delivery and performance of this Agreement and the transactions contemplated hereby; (f) the Buyer shall deliver to the Seller copies of resolutions of the Board of Directors of the Buyer certified by the Secretary of the Buyer, authorizing the execution, delivery and performance of this Agreement and the transactions contemplated hereby; and (g) the Seller shall deliver to the Buyer documents evidencing the termination of the agreements and delivery of documents described in Section 3.2(h) and (i).

Closing Deliveries. Subject to the terms and conditions hereof, at At the Closing, the parties shall cause the following to be delivered: (a) the Seller shall Clyra will deliver to Scion and the Buyer certificates representing Company the Shares duly endorsed for transfer following items: (1) an Officer’s Certificate executed on behalf of Clyra by one of its officers, providing a copy of resolutions of the board of directors and shareholders of Clyra approving the execution and delivery of this Agreement and the other agreements and documents to be delivered pursuant hereto and the consummation of the transactions described herein, and certifying that the resolutions are a true and correct copy; (2) an executed ▇▇▇▇ of Sale, Assignment and Assumption, substantially in the form attached to this Agreement as Exhibit E transferring and assigning all of the Clyra Assets to the Buyer, or with separate stock powers Company; and (3) an executed Intellectual Property Contribution and Assignment Agreement substantially in the form attached thereto duly endorsed for transfer to this Agreement as Exhibit F transferring and assigning all of Clyra’s Intellectual Property to the Buyer;Company. (b) the Buyer shall Scion will deliver to Clyra and the Seller Company: (1) a Manager’s Certificate executed on behalf of Scion by its Manager, certifying as to member and manager resolutions, with a copy of such resolutions attached as an exhibit thereto as well as certification that none of the Estimated Payment Amountforegoing have been modified, by wire transfer rescinded, or revoked, which resolutions authorize and approve the execution, delivery and performance of immediately available funds this Agreement; (2) an executed ▇▇▇▇ of Sale, Assignment and Assumption, substantially in the form attached to a bank account designated by this Agreement as Exhibit G transferring and assigning all of the Seller in writing prior Scion Assets to the ClosingCompany; and (3) an executed Intellectual Property Contribution and Assignment Agreement substantially in the form attached to this Agreement as Exhibit H transferring and assigning all of Scion’s Intellectual Property to the Company; (4) a counterpart of the Escrow Agreement substantially in the form attached to this Agreement as Exhibit B executed by an authorized officer of the Company; and (5) executed Consulting Agreements between the Company and each of ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇. ▇▇▇▇▇ ▇▇▇▇▇, and ▇▇▇▇▇ ▇▇▇▇▇▇, substantially in the form attached to this Agreement as Exhibit I. (c) the Buyer shall The Company will deliver to the Seller a certificate representing the number of shares of Buyer Common Stock to be issued by the Buyer to the Seller at the Closing;Scion: (d1) a Secretary’s Certificate executed on behalf of the closing certificates Company by its Secretary, certifying as to (i) complete and other documents required to be delivered pursuant to this Agreement accurate copies of the Company’s Organizational Documents, which will be exchanged; attached as an exhibit thereto, (eii) the Seller shall deliver to the Buyer copies of shareholder and board resolutions of the Seller and Berwind certified by the Secretary of the Seller and Berwind, respectively, authorizing the execution, delivery and performance of this Agreement Agreement, attached as an exhibit thereto, and further certifying that none of the transactions contemplated herebyforegoing have been modified, rescinded, or revoked, and (iii) a list of the directors and officers authorized to sign agreements on behalf of the Company; (f2) a counterpart of the Buyer shall Escrow Agreement substantially in the form attached to this Agreement as Exhibit B executed by an authorized officer of the Company; (3) a copy of share certificates representing all of the Scion Common Shares, and the Scion Redeemable Shares, the original of which certificates will be delivered to the Escrow Agent at Closing; and (4) a Promissory Note in the form attached to this Agreement as Exhibit D executed by an authorized officer of the Company. (d) The Company will deliver to Clyra: (1) a Secretary’s Certificate executed on behalf of the Seller Company by its Secretary, certifying as to (i) complete and accurate copies of the Company’s Organizational Documents, which will be attached as an exhibit thereto, (ii) shareholder and board resolutions of the Board of Directors of the Buyer certified by the Secretary of the Buyer, authorizing the execution, delivery and performance of this Agreement, attached as an exhibit thereto, and further certifying that none of the foregoing have been modified, rescinded, or revoked, and (iii) a list of the directors and officers authorized to sign agreements on behalf of the Company; (2) a counterpart of the Escrow Agreement substantially in the form attached to this Agreement as Exhibit B executed by an authorized officer of the Company; (3) a copy of share certificates representing all of the Scion Common Shares, and the transactions contemplated herebyScion Redeemable Shares, the original of which certificates will be delivered to the Escrow Agent at Closing; (4) an original share certificate representing all of the Clyra Common Shares and all of the Clyra Preferred Shares; and (g5) an executed counterpart of the Seller shall Promissory Note. (e) The Company will deliver to the Buyer documents evidencing the termination Escrow Agent: (1) an executed copy of this Agreement; (2) an executed Escrow Agreement; and (3) original share certificates representing all of the agreements Scion Common Shares, and delivery of documents described in Section 3.2(h) and (i)the Scion Redeemable Shares.

Closing Deliveries. Subject Lender shall have received each of the following documents, instruments and agreements, each of which shall be in form and substance and executed in such counterparts as shall be acceptable to Lender and each of which shall, unless otherwise indicated, be dated the terms and conditions hereof, at the ClosingEffective Date: (ai) the Seller shall deliver an Amended and Restated Promissory Note payable to the Buyer certificates representing order of Lender in the Shares amount of the Commitment (as increased pursuant to this Agreement), substantially in the form of Exhibit A attached hereto (the “Amended Note”), duly endorsed for transfer to the Buyer, or with separate stock powers attached thereto duly endorsed for transfer to the Buyerexecuted by Borrower; (bii) a copy of the Buyer shall deliver articles or certificate of incorporation, articles or certificate of organization, or comparable charter documents, and all amendments thereto, of Borrower and each Material Subsidiary, accompanied by a certificate of a Manager of Borrower (on behalf of Borrower as to itself and in Borrower’s capacity as the Seller sole manager of each such Material Subsidiary) that such copy is true, correct and complete on the Estimated Payment Amount, by wire transfer of immediately available funds to a bank account designated by the Seller in writing prior to the ClosingEffective Date; (ciii) a copy of the Buyer shall deliver to the Seller operating agreement or comparable charter document, and all amendments thereto, of Borrower and each Material Subsidiary, accompanied by a certificate representing of a Manager of Borrower (on behalf of Borrower as to itself and in Borrower’s capacity as the number sole manager of shares of Buyer Common Stock to be issued by each such Material Subsidiary) that such copy is true, correct and complete on the Buyer to the Seller at the ClosingEffective Date; (div) the closing certain certificates and other documents required issued by the appropriate Governmental Authorities of such jurisdictions as Lender has requested relating to be delivered pursuant the existence of Borrower and each Material Subsidiary and to this Agreement will be exchangedthe effect that each such Person is in good standing with respect to the payment of franchise and similar Taxes and is duly qualified to transact business in such jurisdictions; (ev) a certificate of incumbency of all Managers of Borrower who will be authorized to execute or attest to any Loan Document, dated the Seller shall deliver to the Buyer Effective Date, executed by an authorized Manager of Borrower; (vi) copies of resolutions of the Seller and Berwind certified by the Secretary of the Seller and Berwind, respectively, authorizing the execution, delivery and performance of or comparable authorizations approving this Agreement and the other Loan Documents and authorizing the transactions contemplated hereby; (f) the Buyer shall deliver to the Seller copies of resolutions of the Board of Directors of the Buyer certified by the Secretary of the Buyer, authorizing the execution, delivery and performance of this Agreement and the transactions other Loan Documents (including without limitation the Commitment increase contemplated herebyby this Agreement), duly adopted by the board of managers and, if applicable, members of Borrower accompanied by a certificate of a Manager of Borrower that such copies are true, correct and complete copies of resolutions duly adopted at a meeting of or (if permitted by applicable Law and, if required by such Law, by the operating agreement or comparable charter documents of Borrower) by the unanimous written consent of the board of managers and, if applicable, members of Borrower, as applicable, and that such resolutions constitute all the resolutions adopted with respect to such transactions, have not been amended, modified, or rescinded or revoked in any respect, and are in full force and effect as of the Effective Date; and (gvii) the Seller shall deliver such other documents, certificates and instruments as Lender or its counsel may have reasonably requested (provided that no legal opinions will be required under this Section 4(a)), such documents, certificates and instruments to the Buyer documents evidencing the termination of the agreements and delivery of documents described be satisfactory to Lender or its counsel in Section 3.2(h) and (i)all respects in its or their reasonable discretion.

Closing Deliveries. Subject to the terms and conditions hereof, at At the Closing, each Party shall make, execute, acknowledge and deliver, or cause to be made, executed, acknowledged and delivered through the Attorney-in-Fact, the legal documents and other items (collectively, the “Closing Documents”) necessary to carry out the intention of this Agreement, which Closing Documents and other items shall include, without limitation, the following: (a) for Meruelo Trust, one or more stock certificates registered in the Seller shall deliver to name of Meruelo Trust evidencing the Buyer certificates representing issuance of the Shares duly endorsed for transfer to the Buyer, or with separate stock powers attached thereto duly endorsed for transfer to the BuyerMerger Consideration; (b) an affidavit from Meruelo Trust in the Buyer shall deliver form of Exhibit B, stating, under penalty of perjury, Meruelo Trust’s United States Taxpayer Identification Number and that Meruelo Trust is not a foreign person pursuant to Section 1445(b)(2) of the Seller the Estimated Payment Amount, by wire transfer of immediately available funds to Code and a bank account designated by the Seller in writing prior to the Closingcomparable affidavit satisfying California and any other state withholding requirements; (c) the Buyer shall deliver to the Seller a certificate representing the number of shares of Buyer Common Stock to be issued all title insurance policies, leases, lease files, contracts, stock certificates, original promissory notes held by the Buyer Meruelo Entities and other indicia of ownership with respect to S Corp that are in the Seller at Meruelo Entities’ possession or that can be obtained through reasonable efforts, and in the Closingcase of Meruelo Trust, in its capacity as a shareholder of S Corp; (d) a certificate from Meruelo Trust affirming that the closing certificates representations and other documents required to be delivered warranties made by Meruelo Trust pursuant to this Agreement will remain true and correct as of the Closing Date and that all obligations to be exchangedperformed by each of the Meruelo Entities under this Agreement have been performed by each of each of the Meruelo Entities on or before the Closing Date; (e) if requested by the Seller shall deliver to the Buyer Company, certified copies of resolutions of the Seller and Berwind all appropriate organizational documents for each Meruelo Entity, together with certified by the Secretary of the Seller and Berwind, respectively, trust or corporate actions authorizing the execution, delivery and performance by each of the Meruelo Entities of this Agreement Agreement, any related documents and the transactions contemplated herebyClosing Documents; (f) the Buyer shall deliver evidence reasonably satisfactory to the Seller copies Company that the lender of resolutions any borrowed money secured by a mortgage or deed of trust disclosed in the Title Reports, other than those lenders whose loans are being repaid before or immediately after the Closing, has consented to the transaction as required by any loan document, deed of trust, mortgage or other evidence of indebtedness related to any Property; (g) an opinion letter from DLA Piper US LLP addressed to the S Corp and to the Company concluding that the Merger qualifies as a reorganization under Section 368 of the Board of Directors of the Buyer certified Code; (h) any other documents reasonably requested by the Secretary Company to assign, transfer, convey, contribute and deliver the Participating Entity Interests, free and clear of the Buyerall Encumbrances, authorizing the execution, delivery and performance of this Agreement and effectuate the transactions contemplated hereby, including, without limitation, any documents necessary to enable the Title Insurance Company to issue the Title Policies as of the Closing Date; and (gi) all state and local transfer tax returns and any filings to be made in any applicable governmental jurisdiction in which the Seller shall deliver Company or the Operating Partnership is required to file its organizational documentation or in which the Buyer documents evidencing the termination recording of the agreements Contribution and delivery of documents described in Section 3.2(h) and (i)Assumption Agreement is required.

Closing Deliveries. Subject On the Closing Date, the parties shall make, execute, acknowledge and deliver the legal documents and items required to be executed or delivered in connection with the terms Closing (collectively the “Closing Documents”) to which it is a party or for which it is otherwise responsible that are necessary to carry out the intention of this Agreement and conditions hereof, the other transactions contemplated to take place in connection therewith. The Closing Documents and other items to be delivered at the ClosingClosing are the following: (a) Evidence of the Seller DTC Registered REIT Stock, which shall deliver bear the legend set forth in the Articles of Amendment and Restatement of the Company, as amended and restated and in effect immediately prior to the Buyer certificates representing Closing in substantially the Shares duly endorsed for transfer form attached as Exhibit B (the “Articles”) or a written statement of information that the Company will furnish a full statement about certain restrictions on transferability to a stockholder on request and without charge, which restrictions shall be substantially the Buyer, or with separate stock powers attached thereto duly endorsed for transfer to same as those set forth in the BuyerArticles; (b) Any other documents that are in the Buyer shall deliver to the Seller the Estimated Payment Amount, by wire transfer possession of immediately available funds to a bank account designated Contributor or which can be obtained through such Contributor’s reasonable efforts which are reasonably requested by the Seller in writing prior Company or the Operating Partnership and are reasonably necessary or desirable to assign, transfer, convey, contribute and deliver the ClosingContributed Interests directly, free and clear of all Liens and effectuate the transactions contemplated hereby; (c) The Operating Partnership and the Buyer Company on the one hand and the Helmsley Group Members on the other hand shall deliver provide to the Seller other a certificate representing the number certified copy of shares of Buyer Common Stock to be issued by the Buyer to the Seller at the Closing; (d) the closing certificates and all appropriate corporate resolutions or partnership, limited liability company or other documents required to be delivered pursuant to this Agreement will be exchanged; (e) the Seller shall deliver to the Buyer copies of resolutions of the Seller and Berwind certified by the Secretary of the Seller and Berwindactions, respectivelyas applicable, authorizing the execution, delivery and performance by the Operating Partnership and the Company (if so requested by a Helmsley Group Member) and any Helmsley Group Member (if so requested by the Operating Partnership or the Company) of this Agreement Agreement, any related documents and the transactions contemplated herebydocuments listed in this Section 2.3; (d) The Operating Partnership and the Company on the one hand and the Helmsley Group Members on the other hand shall provide to the other a certification regarding the accuracy in all material respects of each of their respective representations and warranties in this Agreement at the Closing Date (except to the extent that any representation or warranty speaks as of an earlier date, in which case it must be true and correct only as of that earlier date); (e) The Contributors shall each provide the Operating Partnership with a certificate of non-foreign status that complies in form and in substance with Treasury Regulation Section 1.1445-2(b); and (f) Any applicable books, records and Organizational Documents relating to each Contributed Helmsley Entity that are in the Buyer shall deliver to possession of each Contributed Helmsley Entity or the Seller copies of resolutions of the Board of Directors of the Buyer certified by the Secretary of the Buyer, authorizing the execution, delivery and performance of this Agreement and the transactions contemplated hereby; and (g) the Seller shall deliver to the Buyer documents evidencing the termination of the agreements and delivery of documents described in Section 3.2(h) and (i)applicable Contributor or which can be obtained through such entities’ reasonable efforts.

Closing Deliveries. Subject (a) At the Closing, the Sellers shall deliver or cause to be delivered to the terms and conditions hereof, at the ClosingBuyer: (ai) the Seller shall deliver to the Buyer stock certificates representing the Shares Purchased Shares, accompanied by stock powers for the Purchased Shares, duly endorsed for transfer executed by the applicable Seller; (ii) payoff letters, in form and substance reasonably satisfactory to the Buyer, as to the full payment of all Funded Indebtedness (other than the Assumed Indebtedness), and the release of the Companies from further Liability related thereto and the release of any Liens related thereto, each effective upon payment pursuant to Section 2.1(b) of the applicable Funded Indebtedness specified on the Flow of Funds Memorandum; (iii) an appropriate receipt and release in a form and substance acceptable to the Buyer from each Person entitled to Transaction Fees, acknowledging that such Person has received all amounts due such Person from the Companies, and releasing the Companies from any further Liability with respect thereto, each effective upon payment pursuant to Section 2.1(c) of the applicable Transaction Fees specified on the Flow of Funds Memorandum; (iv) an employment agreement with each of the Key Employees, duly executed by the applicable Key Employee, in form and substance reasonably satisfactory to the Buyer (the “Employment Agreements”); (v) a management and administrative services agreement by and among the Buyer, 2WRMS and the 2WRMS Shareholders, duly executed by 2WRMS and the 2WRMS Shareholders in form and substance reasonably satisfactory to the Buyer (the “Management Services Agreement”); (vi) a share transfer agreement in form and substance reasonably satisfactory to the Buyer, duly executed by each of the 2WRMS Shareholders (the “Share Transfer Agreement”); (vii) an asset transfer agreement by and among the Buyer and the Companies, duly executed by each of the Companies in form and substance reasonably satisfactory to the Buyer (the “Asset Transfer Agreement”) to transfer certain assets and liabilities between the Buyer and the Companies as set forth therein; (viii) an escrow agreement in form and substance reasonably satisfactory to the Buyer, duly executed by the Shareholder Representative (the “Escrow Agreement”); (ix) written resignations of all members of each Company’s board of directors and officers; (x) a good standing certificate for each Company from the state of its organization and the Secretary of State in each other jurisdiction in which such Company is required to qualify to do business as a foreign corporation, in each case dated as of a date as near as reasonably practicable to the Closing Date; (xi) the written consents, approvals, waivers, notices or with separate stock powers attached thereto duly endorsed for transfer similar authorizations required to be obtained or given by any Person in order to consummate the transactions contemplated by the Transaction Documents, including those consents, approvals, waivers, notices or similar authorizations set forth on Schedule 2.4(a)(x), in form and substance reasonably acceptable to the Buyer; (bxii) evidence satisfactory to the Buyer shall deliver that the Companies 401(k) Plan and the other Employee Benefits Plan have been terminated; (xiii) evidence satisfactory to the Seller the Estimated Payment Amount, by wire transfer Buyer of immediately available funds to a bank account designated by the Seller payment in writing prior to full of all Transaction Fees effective as of the Closing; (cxiv) an investment questionnaire from each Seller in form and substance satisfactory to the Buyer; (xv) an agreement, in form and substance reasonably satisfactory to the Buyer, terminating the W▇▇▇▇▇ Phantom Share Agreement, duly executed by 2WRCO and D▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ (the “W▇▇▇▇▇ Phantom Share Termination Agreement”); (xvi) for each outstanding Company PPP Loan at signing, either (i) a PPP Escrow Agreement, duly executed by the Seller Representative, the applicable PPP Lender and the applicable Company, along with evidence reasonably satisfactory to the Buyer that a loan forgiveness application has been submitted to the PPP Lender for such Company PPP Loan or (ii) evidence reasonably satisfactory to the Buyer that each of the loan forgiveness applications for Company PPP Loans outstanding at signing has been forgiven by the U.S. Small Business Administration; (xvii) no less than three (3) Business Days prior to the Closing Date, Schedule A setting forth the Companies’ Funded Indebtedness included in Assumed Indebtedness as of the Closing Date; (xviii) no less than three (3) Business Days prior to the Closing Date, the Estimated Closing Statement, including (A) the Estimated Working Capital, (B) the Estimated Closing Cash and (C) the Estimated Assumed Indebtedness; and (xix) such other documents or instruments in form and substance reasonably acceptable to the Buyer as the Buyer may deem reasonably necessary or as may be required to consummate the transactions contemplated hereby. (b) At the Closing, the Buyer shall deliver or cause to be delivered to the Seller a certificate representing Sellers: (i) the number cash balance of shares of Buyer Common Stock to be issued by the Buyer to the Seller at the ClosingInitial Purchase Price; (dii) the closing certificates and other documents required to be delivered pursuant to this Agreement will be exchangedClosing Payment Shares (less the Escrowed Shares); (eiii) the Seller shall deliver evidence reasonably satisfactory to the Sellers that the Buyer copies of resolutions of has made the Seller and Berwind certified payments required by the Secretary of the Seller and Berwind, respectively, authorizing the execution, delivery and performance of this Agreement and the transactions contemplated herebySection 2.1; (fiv) the Buyer shall deliver to the Seller copies of resolutions each of the Board of Directors of the Buyer certified Employment Agreements, duly executed by the Secretary an authorized officer of the Buyer; (v) the Management Services Agreement, authorizing duly executed by the executionBuyer; (vi) the Share Transfer Agreement, delivery and performance of this Agreement and duly executed by the transactions contemplated herebyBuyer; (vii) the Asset Transfer Agreement, duly executed by the Buyer; and (gviii) the Seller Escrow Agreement, duly executed by the Buyer. (c) At the Closing, the Buyer shall deliver also deliver, or cause to be delivered, the Escrowed Shares to the Buyer documents evidencing the termination of the agreements and delivery of documents described in Section 3.2(h) and (i)Escrow Agent.

Closing Deliveries. Subject At the Closing, each of the following parties shall deliver or cause to be delivered to the terms designated party or parties all of the following, and conditions hereofin the case of executed agreements, at documents or instruments, in each case executed by the Closing:Party or a duly authorized representative of the Party on such Party's behalf; (a) the Seller The PEARL Parties shall deliver to the Buyer Purchaser: (i) endorsed share certificates representing the Shares duly endorsed for transfer to the Buyer, or with separate stock powers attached thereto duly endorsed for transfer to 100% of the Buyeroutstanding shares of the PEARL Common Stock held by the PEARL Parties; (bii) the Buyer shall deliver to the Seller the Estimated Payment Amount, by wire transfer of immediately available funds to a bank account designated by the Seller in writing prior to the Closing; (c) the Buyer shall deliver to the Seller a certificate representing the number of shares of Buyer Common Stock to be issued by the Buyer to the Seller at the Closing; (d) the closing certificates and other documents required to be delivered pursuant to this Agreement will be exchanged; (e) the Seller shall deliver to the Buyer copies of resolutions of the Seller board of directors of PEARL approving and Berwind certified by the Secretary of the Seller and Berwind, respectively, authorizing the execution, delivery and performance by it of this Agreement and the Ancillary Agreements to which it is a party and the consummation by it of the transactions contemplated herebydescribed in this Agreement and the Ancillary Agreements attached hereto as Exhibit E; (fiii) Executed counterparts of Employment Agreements with each of the Buyer shall deliver key employees of the PEARL Group Members which Purchaser may designate prior to Closing in substantially the form attached hereto as Exhibit C (the "Employment Agreements"). (iv) Consents from third parties, including any governmental entity, landlord or other person material to the Seller copies business of resolutions any PEARL Group Member and necessary, in the reasonable opinion of Purchaser, for the Board consummation by Purchaser of Directors of the Buyer certified by the Secretary of the Buyer, authorizing the execution, delivery and performance of this Agreement and the transactions contemplated hereby; and (gv) all other items required to be delivered pursuant to the Seller provisions of this Agreement; (b) Purchaser shall deliver to Seller: (i) all items required to be delivered pursuant to the Buyer documents evidencing the termination provisions of this Agreement; (ii) resolutions of the agreements board of directors of EPIC approving and authorizing the execution, delivery and performance by it of documents this Agreement and the Ancillary Agreements to which it is a party and the consummation by it of the transactions described in Section 3.2(hthis Agreement and the Ancillary Agreements attached hereto as Exhibit F; and (iii) indemnification agreement substantially in the form attached hereto as Exhibit G wherein EPIC agrees to indemnify, defend and (i)hold the Shareholders harmless from any claims or liabilities of any type relating to any personal guaranties made by and of the Shareholders for or on behalf of any PEARL Group Member.

Closing Deliveries. Subject (a) Within two Business Days of the Effective Date, Dolphin shall deliver to the Holding Agent, for delivery to the Company at Closing, the following (with the understanding that a document or instrument is duly executed if signed by an authorized representative of the Affiliate of Dolphin that is party to such document or instrument and/or which holds the document or instrument being amended by such document or instrument): (i) A duly executed counterpart signature page to the Amendment to Common Stock Purchase Warrant (Amended and Restated) in the form attached hereto as Exhibit A with respect to each of the Amended and Restated Warrants issued to Dolphin under the Dolphin Purchase Agreement; (ii) A duly executed counterpart signature page to the Amendment to Common Stock Purchase Warrant (Additional Warrants) in the form attached hereto as Exhibit B with respect to each of the Additional Warrants issued to Dolphin under the Dolphin Purchase Agreement; (iii) A duly executed counterpart signature page to the Amendment to Amended and Restated Investor Rights Agreement in the form attached hereto as Exhibit C; (iv) A duly executed counterpart signature page to the Second Amended and Restated Registration Agreement in the form attached hereto as Exhibit D; (v) The original Notes and the certificates representing all of the shares of Series A Preferred issued to Dolphin pursuant to the Purchase Agreement, each executed and notated by the holder thereof as necessary for conversion into Common Stock and cancellation pursuant to the terms of this Agreement; and (vi) Such other documents, agreements, assignments, instruments and certificates as may be required by this Agreement or as may be reasonably requested by the Company to effect the transactions contemplated by, and the terms and conditions hereofof, at the Closing:this Agreement. (ab) Within two Business Days of the Seller Effective Date, each Series A Holder shall deliver to the Buyer certificates representing the Shares duly endorsed Holding Agent, for transfer delivery to the BuyerCompany at Closing, the following (with the understanding that a document or with separate stock powers attached thereto instrument is duly endorsed for transfer executed if signed by an authorized representative of the Series A Holder party to such document or instrument and/or which holds the document or instrument being amended by such document or instrument): (i) A duly executed counterpart signature page to the BuyerAmendment to Common Stock Purchase Warrant (Additional Warrants) in the form attached hereto as Exhibit B with respect to each of the Additional Warrants (as defined in the Dolphin Purchase Agreement) issued to such Series A Holder under the Dolphin Purchase Agreement; (bii) A duly executed counterpart signature page to the Buyer Amendment to Amended and Restated Investor Rights Agreement in the form attached hereto as Exhibit C; (iii) A duly executed counterpart signature page to the Second Amended and Restated Registration Agreement in the form attached hereto as Exhibit D; (iv) The original certificates representing all of the shares of Series A Preferred issued to such Series A Holder pursuant to the Purchase Agreement, each executed and notated by the holder thereof as necessary for conversion into Common Stock and cancellation pursuant to the terms of this Agreement; and (v) Such other documents, agreements, assignments, instruments and certificates as may be required by this Agreement or as may be reasonably requested by the Company to effect the transactions contemplated by, and the terms and conditions of, this Agreement. (c) Within two Business Days of the Effective Date, the Company shall deliver to the Seller Holding Agent, for delivery to Dolphin or the Estimated Payment Amount, by wire transfer of immediately available funds to a bank account designated by the Seller in writing prior Series A Holder party to the Closingrelevant document, the following (with the understanding that a document or instrument is duly executed if signed by an authorized representative of the Company): (i) A duly executed counterpart signature page to the Amendment to Common Stock Purchase Warrant (Amended and Restated) in the form attached hereto as Exhibit A with respect to each of the Amended and Restated Warrants issued to Dolphin under the Dolphin Purchase Agreement; (cii) the Buyer shall deliver A duly executed counterpart signature page to the Seller a certificate representing the number of shares of Buyer Amendment to Common Stock Purchase Warrant (Additional Warrants) in the form attached hereto as Exhibit B with respect to be each of the Additional Warrants issued by to Dolphin or any Series A Holder under the Buyer to the Seller at the ClosingDolphin Purchase Agreement; (diii) A duly executed counterpart signature page to the closing certificates Amendment to Amended and other documents required to be delivered pursuant to this Restated Investor Rights Agreement will be exchangedin the form attached hereto as Exhibit C; (eiv) the Seller shall deliver A duly executed counterpart signature page to the Buyer copies of resolutions of Second Amended and Restated Registration Agreement in the Seller form attached hereto as Exhibit D: and (v) Such other documents, agreements, assignments, instruments and Berwind certified certificates as may be required by the Secretary of the Seller and Berwind, respectively, authorizing the execution, delivery and performance of this Agreement and or as may be reasonably requested by Dolphin or a Series A Holder effect the transactions contemplated hereby; (f) the Buyer shall deliver to the Seller copies of resolutions of the Board of Directors of the Buyer certified by the Secretary of the Buyerby, authorizing the execution, delivery and performance of this Agreement and the transactions contemplated hereby; and (g) the Seller shall deliver to the Buyer documents evidencing the termination of the agreements terms and delivery of documents described in Section 3.2(h) and (i)conditions of, this Agreement.

Closing Deliveries. Subject to a. On the terms and conditions hereofClosing Date, at the ClosingSeller shall: (1) Execute, acknowledge and deliver to Purchaser a good and sufficient special warranty deed conveying fee simple estate in the Property subject only to the Permitted Exceptions. (2) Execute, acknowledge and deliver to Purchaser an Assignment of Leases and Security Deposits, assigning to Purchaser all occupancy leases free and clear of all liens and encumbrances; provided, however, that Purchaser shall assume all of the obligations of the owner of Property under such occupancy leases which accrue after the Date of Closing, and shall indemnify and hold Seller harmless against and from all liability, loss, cost, or expense in connection with such obligations accruing after the Date of Closing, and Seller shall indemnify and hold Purchaser harmless against and from all liability, loss, cost, or expense in connection with such occupancy leases arising prior to the Date of Closing. (3) Assign in writing, transfer and deliver to Purchaser, all contracts not terminated pursuant hereto, all unexpired warranties, guaranties, licenses, permits, certificates of occupancy and the like, advertising and promotional material for the Property, any marketing or internet domain names (including the name “The Commons on Potomac Square Apartments”), and any business and other licenses and permits in the possession of Seller or its agents related to the Property, to the extent assignable and transferable (without cost to Seller, or at Purchaser’s cost, if Purchaser elects (without obligation) to assume such cost), and deliver the original of each of the foregoing to Purchaser if it is within the possession of Seller or any of its agents or affiliates or, if not, deliver to Purchaser a true copy of each of the same, if available; provided, however, that (a) Purchaser shall assume all of the obligations of the owner of Property under each of the foregoing which accrue after the Date of Closing, and shall indemnify and hold Seller harmless against and from all liability, loss, cost, or expense in connection with such obligations accruing after the Date of Closing; and (b) Seller shall indemnify and hold Purchaser harmless against and from all liability, loss, cost, or expense in connection with such obligations arising prior to the Date of Closing. (4) Execute, acknowledge and deliver to Purchaser a ▇▇▇▇ of Sale, in accordance with any applicable provisions of the Uniform Commercial Code, with special warranty of title, conveying all personal property purchased hereunder, with all such assigned property to be free and clear of all liens and encumbrances. (5) Deliver to Purchaser all books and records and tenant files pertaining to operation of the Property not theretofore delivered, it being acknowledged that Seller shall keep copies of such books and records to the extent it deems necessary for tax and accounting purposes. (6) Deliver a letter from Purchaser and Seller addressed to each of the tenants in a form to be mutually agreed upon advising each of them that a new property manager has taken over the operations of the Property, and instructing the tenants with respect to rent payments subsequent to Closing. (7) Deliver certified copies of the organizational documents and appropriate resolutions of Seller and governmental certifications for confirming that the Seller is organized, existing and in good standing, that all actions and consents necessary have been taken and obtained to authorize Seller to perform the transactions contemplated herein, including the consummation of the sale of the Property in accordance with the terms hereof. (8) Deliver to Purchaser the Section 1445 Affidavit. Seller hereby agrees to indemnify and hold Purchaser harmless from and against all costs, losses, expenses, claims, liability, actions and causes of action arising out of or in any way related to the falsity of the Section 1445 Affidavit. Such indemnification shall survive Closing hereunder. (9) Execute and deliver to the Buyer certificates representing Escrow Agent a mechanic’s lien affidavit and the Shares duly endorsed for transfer to the Buyerother items reasonably required by Purchaser’s title insurance company. (10) Execute, acknowledge and deliver, as appropriate, or with separate stock powers attached thereto duly endorsed for transfer to the Buyer; (b) the Buyer shall deliver to the Seller the Estimated Payment Amount, by wire transfer of immediately available funds to a bank account designated by the Seller in writing prior to the Closing; (c) the Buyer shall deliver to the Seller a certificate representing the number of shares of Buyer Common Stock cause to be issued by the Buyer to the Seller at the Closing; (d) the closing certificates delivered all additional affidavits and other documents required which may be reasonably necessary or appropriate to be delivered pursuant carry out the provisions hereof and permit Purchaser to this Agreement will be exchanged; (e) obtain the Seller shall deliver to the Buyer copies of resolutions of the Seller and Berwind certified by the Secretary of the Seller and Berwind, respectively, authorizing the execution, delivery and performance of this Agreement and the transactions contemplated hereby; (f) the Buyer shall deliver to the Seller copies of resolutions of the Board of Directors of the Buyer certified by the Secretary of the Buyer, authorizing the execution, delivery and performance of this Agreement and the transactions contemplated hereby; and (g) the Seller shall deliver to the Buyer documents evidencing the termination of the agreements and delivery of documents described in Section 3.2(h) and (i)title insurance coverage specified herein.

Closing Deliveries. Subject (a) At the Closing, subject to all the terms and conditions hereofof this Agreement, at the ClosingSeller shall deliver or cause to be delivered to Purchaser: (a1) certificates executed by a proper officer of Seller, dated as of the Seller shall deliver Closing Date, certifying to the Buyer certificates representing fulfillment of all conditions which are the Shares duly endorsed for transfer to the Buyer, or with separate stock powers attached thereto duly endorsed for transfer to the Buyerobligation of Seller hereunder; (b2) a certified copy of the Buyer shall deliver to the Seller the Estimated Payment Amount, by wire transfer of immediately available funds to a bank account designated by the Seller in writing prior to the Closing; (c) the Buyer shall deliver to the Seller a certificate representing the number of shares of Buyer Common Stock to be issued by the Buyer to the Seller at the Closing; (d) the closing certificates and other documents required to be delivered pursuant to this Agreement will be exchanged; (e) the Seller shall deliver to the Buyer copies of resolutions of Seller’s Board of Directors, approving the Seller and Berwind certified by the Secretary of the Seller and Berwind, respectively, authorizing the execution, delivery and performance execution of this Agreement and the consummation of the purchase and assumption transactions contemplated hereby; (f3) an executed Assignment and Assumption of Deposit Liabilities Agreement in substantially the form set forth in Exhibit 2 hereto; (4) an executed Assignment and Assumption Agreement in substantially the form set forth in Exhibit 3 hereto; (5) an executed ▇▇▇▇ of Sale, in substantially the form set forth in Exhibit 4 hereto, transferring to Purchaser all of Seller’s interest in the Personal Property and other Transferred Assets; (6) an executed Special Warranty Deed, in substantially the form set forth in Exhibit 5 hereto, transferring to Purchaser all of Seller’s interest in the Owned Real Property; (7) subject to Section 5.12 hereof, an executed Lease Assignment and Assumption Agreement, in substantially the form attached hereto as Exhibit 6, with respect to each Lease (the “Lease Assignments”) and such other instruments and documents as the landlords under each Lease may reasonably require as necessary or desirable for providing for the assumption by Purchaser of each Lease, each such instrument and document in form and substance reasonably satisfactory to the parties hereto; (8) subject to Section 5.12 hereof, an executed Landlord Estoppel Certificate and Consent to Assignment, in substantially the form attached hereto as Exhibit 7 (each a “Landlord Estoppel”), certifying certain information regarding the Lease for each of the Kingwood ▇▇. ▇▇▇▇▇▇ and the Eagle Springs Branch; (9) an executed Assignment, Transfer and Appointment of Successor Custodian for ▇▇▇ Accounts with respect to the transfer of the ▇▇▇ Accounts in substantially the form set forth in Exhibit 8; (10) the Buyer Records; (11) an executed limited Power of Attorney, in substantially the form set forth in Exhibit 9; (12) immediately available funds equal to the Estimated Payment Amount; (13) the Cash on Hand; (14) possession of the Leased Real Property and the Owned Real Property in substantially the condition existing on the date hereof, reasonable ordinary wear and tear excepted; (15) an executed certificate of non-foreign status in the form and manner that complies with Section 1445 of the Code (as defined in Section 2.6 hereof) and the Treasury Regulations thereunder; (16) such other documents and instruments evidencing such actions or providing such assurances, as Purchaser reasonably requests of Seller in order to consummate the transactions contemplated by this Agreement and to fully vest in Purchaser, all rights, title, and interest of Seller in and to the Transferred Assets and Assumed Liabilities transferred to the Purchaser hereby; (17) all collateral security of any nature whatsoever held by Seller as collateral for any of the Transferred Assets; (18) an executed Seller’s affidavit delivered to the Title Company as required by Section 5.18(c) hereof; and (19) the Payment Amount in accordance with Section 2.2 hereof. (b) At the Closing, Purchaser shall deliver to Seller: (1) a certificate executed by a proper officer of Purchaser, dated as of the Seller copies Closing Date, certifying to the fulfillment of all conditions which are the obligation of Purchaser hereunder; (2) a certified copy of the resolutions of the Purchaser’s Board of Directors of Directors, approving the Buyer certified by the Secretary of the Buyer, authorizing the execution, delivery and performance execution of this Agreement and the consummation of the purchase and assumption transactions contemplated hereby; (3) an executed Assignment and Assumption of Deposit Liabilities Agreement in substantially the form set forth in Exhibit 2 hereto; (4) an executed Assignment and Assumption Agreement in substantially the form set forth in Exhibit 3 hereto; (5) an executed ▇▇▇▇ of Sale in substantially the form set forth in Exhibit 4 hereto; (6) subject to Section 5.12 hereof, executed Lease Assignments and such other instruments and documents as the landlords under each Lease may reasonably require as necessary or desirable for providing for the assumption by Purchaser of each Lease, each such instrument and document in form and substance reasonably satisfactory to the parties hereto; (7) an executed Assignment, Transfer and Appointment of Successor Custodian for ▇▇▇ Accounts with respect to the transfer of the ▇▇▇ Accounts in substantially the form set forth in Exhibit 8 hereto; (8) such other documents and instruments evidencing such actions or providing such assurances, as Seller reasonably requests of Purchaser in order to consummate the transactions contemplated by this Agreement; and (g9) if applicable, the Seller shall deliver to the Buyer documents evidencing the termination of the agreements and delivery of documents described Negative Payment Amount in accordance with Section 3.2(h) and (i)2.2 hereof.

Closing Deliveries. Subject 8.1. At the Closing, Seller, at its sole cost and expense, shall deliver to Purchaser the following items and documents (which documents shall be in form and substance reasonably satisfactory to Purchaser’s attorneys): (a) a Special Warranty Deed in the form attached hereto as Exhibit F (the “Deed”), duly executed by Seller and acknowledged on behalf of Seller; (b) a ▇▇▇▇ of Sale in the form attached hereto as Exhibit G (the “▇▇▇▇ of Sale”) conveying, transferring and selling to Purchaser all right, title and interest of Seller in and to all of the Personal Property, executed by Seller; (c) an Assignment and Assumption of Leases, in the form attached hereto as Exhibit H (the “Assignment and Assumption of Leases”), executed by Seller; (d) a signed notice to each Tenant advising it of the within sale and directing it to pay rent to Purchaser or, at Purchaser’s option, to Purchaser’s designee in the form attached hereto as Exhibit I (the “Tenant Notification Letters”), executed by Seller; (e) subject to the terms of Section 2.4, evidence of the termination of each Contract which Purchaser notifies Seller it does not desire to assume (any such Contract being referred to as a “Terminated Contract” and conditions all other Contracts being referred to as the “Assigned Contracts”); (f) to the extent within Seller’s possession or control, all (i) original licenses and permits pertaining to the Property and which may be required for the use or occupancy thereof (the “Licenses and Permits”), (ii) required permanent certificates of occupancy for the Improvements relating to such Property (“Certificates of Occupancy”), to the extent existing, and (iii) records and other documents pertaining to the ownership, operation and maintenance of the Property (the “Property Documents”); (g) to the extent within Seller’s possession or control, all assignable guaranties and warranties which Seller has received in connection with any work or services performed, or to be performed with respect to, or equipment installed in the Property, and Seller shall cooperate with Purchaser at Purchaser’s expense in enforcing any such guaranties and warranties not assignable, which obligation shall survive the Closing (the “Guaranties and Warranties”); (h) an Assignment and Assumption of the Assigned Contracts, Licenses and Permits, Certificates of Occupancy, Property Documents and Guaranties and Warranties in the form attached hereto as Exhibit J (the “Assignment and Assumption of Contracts”), executed by Seller; (i) an Assignment and Assumption of Intangible Property, in the form attached hereto as Exhibit U (the “Assignment and Assumption of Intangible Property”), executed by Seller; (j) a signed notice to each contract party (other than Seller), or service or materials provider or supplier under the Assigned Contracts advising it of the within sale and directing it to address all correspondence and bills to Purchaser or, at Purchaser’s option, to Purchaser’s designee in the form attached hereto as Exhibit K (the “Assigned Contract Notification Letters”), executed by Seller; (k) an executed Affidavit of Non-Foreign Status, in the form attached hereto as Exhibit L, executed by Seller, certifying that Seller is not a “foreign person” pursuant to Section 1445 of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder; (l) an executed IRS Form 1099; (m) copies of such organizational documents and consents of Seller and its managing member, including, without limitation, good standing certificates, as Purchaser or the Title Company shall reasonably require; (n) to the extent within Seller’s possession or control, all keys to entrance doors to, and equipment and utility rooms located in, the Property, which keys shall be properly tagged for identification; (o) any and all documents, affidavits and/or instruments required to be filed by Seller in connection with the imposition and/or payment of any and all applicable federal, state, county, municipal or other transfer taxes with respect to the transactions set forth herein (collectively, “Transfer Tax Documentation”), in proper form for submission, prepared, executed and acknowledged by Seller; (p) such reasonable and customary affidavits, indemnities and other deliveries as are required by the Title Insurance Company to deliver so-called “extended coverage”, executed by Seller (or such other persons as may be required by the Title Company), it being agreed that the affidavit attached as Exhibit O is deemed reasonable and customary; (q) to the extent within Seller’s possession or control, all books, records, property maintenance and other files (on computer disc, if available) maintained by Seller, or by Seller’s agents, with respect to the Property; (r) to the extent within Seller’s possession or control, any and all plans and specifications pertaining to the Property; (s) all deliveries required to be made pursuant to the provisions of Section 6.6 of this Agreement; (t) a certification updating the representations and warranties given by Seller pursuant to Section 9.1 hereof, at executed by Seller; (u) to the extent within Seller’s possession or control, the lessor’s original executed counterparts of all Leases and Assigned Contracts, together with all lease files maintained in connection therewith and all books, records, property maintenance and other files (on computer disc, if available) maintained by Seller, or by Seller’s agents, with respect to the Property, including, without limitation, originals of all amendments and modifications of the Leases and original counterparts of all guarantees thereunder, and copies of all correspondence and other contents of Seller’s Lease files for all Tenants; (v) evidence of termination of any and all leases, or other occupancy, operational, or other arrangements in effect between Seller and any affiliate of or party related to Seller; (w) the Seller Estoppel Certificate (as hereinafter defined); (x) such other documents as may be reasonably required to effectuate the transactions contemplated by this Agreement, the transactions contemplated by the Existing Loan Purchase Agreement (it being agreed that documents required to be executed and delivered by Seller, Existing Loan Borrower, CBF or their respective affiliates in accordance with the terms of the Existing Loan Purchase Agreement (as it exists on the Effective Date) shall be deemed reasonably required), and/or to effectuate the closing of the transaction contemplated hereunder (including, without limitation, the documentation described in Section 13.1); and (y) if requested by Purchaser, an assignment of Seller’s right to pursue to conclusion the condominium conversion process triggered by filing of the Public Offering Statement, in the form attached hereto as Exhibit N (the “Assignment of Rights Under Public Offering Statement”). 8.2. At the Closing, Purchaser, at its sole cost and expense, shall deliver to Seller the following, each document hereafter mentioned to be in form and substance reasonably satisfactory to Seller’s attorneys: (a) the Seller shall deliver to balance of the Buyer certificates representing the Shares duly endorsed for transfer to the Buyer, or with separate stock powers attached thereto duly endorsed for transfer to the BuyerPurchase Price; (b) the Buyer shall deliver to the Seller the Estimated Payment AmountAssignment and Assumption of Leases, executed by wire transfer of immediately available funds to a bank account designated by the Seller in writing prior to the ClosingPurchaser; (c) the Buyer shall deliver to the Seller a certificate representing the number Assignment and Assumption of shares of Buyer Common Stock to be issued Contracts, executed by the Buyer to the Seller at the ClosingPurchaser; (d) the closing certificates Assignment and other documents required to be delivered pursuant to this Agreement will be exchangedAssumption of Intangible Property, executed by Purchaser; (e) a certification updating the Seller shall deliver representations and warranties given by Purchaser pursuant to the Buyer copies of resolutions of the Seller and Berwind certified by the Secretary of the Seller and Berwind, respectively, authorizing the execution, delivery and performance Section 9.2 of this Agreement and the transactions contemplated herebyAgreement, executed by Purchaser; (f) the Buyer shall deliver to the Seller copies of resolutions of the Board of Directors of the Buyer certified Tenant Notification Letters, executed by the Secretary of the Buyer, authorizing the execution, delivery and performance of this Agreement and the transactions contemplated hereby; andPurchaser; (g) the Seller shall deliver Assumed Contract Notification Letters, executed by Purchaser; (h) the Transfer Tax Documentation, if applicable, executed by Purchaser (if required by law); (i) such other documents as may be reasonably required to effectuate the Buyer documents evidencing transaction contemplated by the termination Agreement and/or to effectuate the closing of the agreements transaction contemplated hereunder; and (j) the Assumption and delivery of documents described in Section 3.2(h) Release Agreement, executed by Purchaser and (i)the Existing Loan Purchaser.

Closing Deliveries. Subject to the terms and conditions hereof, at (a) At the Closing, the Shareholders shall deliver or cause to be delivered to PSI: (ai) an executed counterpart of each Employment Agreement, duly executed by the Seller shall deliver to the Buyer certificates representing the Shares duly endorsed for transfer to the Buyer, or with separate stock powers attached thereto duly endorsed for transfer to the BuyerExecutive that is a party thereto; (bii) an executed counterpart of the Buyer shall deliver to Facility Lease, duly executed by an authorized representative of the Seller the Estimated Payment Amount, by wire transfer of immediately available funds to a bank account designated by the Seller in writing prior to the ClosingLandlord; (ciii) constructive possession of the Buyer shall deliver to the Seller a certificate representing the number Records of shares of Buyer Common Stock to be issued by the Buyer to the Seller at the ClosingPPPI; (div) the closing certificates and other documents required to be delivered pursuant to this Agreement will be exchanged; (e) the Seller shall deliver to the Buyer copies of resolutions of the Seller and Berwind certified a good standing certificate for PPPI issued by the Secretary of State of the Seller and BerwindState of Illinois, respectively, authorizing no earlier than ten (10) calendar days prior to the execution, delivery and performance of this Agreement and the transactions contemplated herebyClosing Date; (fv) the Buyer shall deliver to an affidavit from the Seller copies substantially in the form set forth in Section 1.1445-2(b)(2)(iv) of the Treasury regulations, certifying under penalties of perjury that the Seller is not a “foreign person” within the meaning of Section 1445 of the Code; (vi) a certificate representing all of the issued and outstanding shares of PPPI Stock, duly endorsed in blank or accompanied by a stock power duly endorsed in blank; (vii) a certificate from a duly authorized officer of the Seller, in form reasonably satisfactory to PSI, setting forth the resolutions of the Board of Directors of the Buyer certified Seller authorizing the execution of this Agreement and all Ancillary Agreements to which the Seller is a party and the taking of any and all actions deemed necessary or advisable to consummate the transactions contemplated herein and therein; and (viii) such other usual and customary documents and instruments as PSI may reasonably request. (b) At the Closing, PSI shall deliver to the Seller: (i) the Cash Payment in the manner and to the Persons specified in Section 2.5 below; (ii) a certificate from the Secretary or an Assistant Secretary of PSI, in form reasonably satisfactory to the Shareholders, setting forth the resolutions of the Board of Directors of PSI authorizing the execution of this Agreement and all Ancillary Agreements to which PSI is a party and the taking of any and all actions deemed necessary or advisable to consummate the transactions contemplated herein and therein; (iii) a good standing certificate for PSI issued by the Secretary of State of the Buyer, authorizing State of Delaware no earlier than ten (10) calendar days prior to the execution, delivery and performance of this Agreement and the transactions contemplated herebyClosing Date; and (giv) such other usual and customary documents and instruments as the Seller shall deliver to the Buyer documents evidencing the termination of the agreements and delivery of documents described in Section 3.2(h) and (i)Shareholders may reasonably request.

Closing Deliveries. Subject to the terms and conditions hereof, at At the Closing: (a) ▇▇▇▇▇▇ Europe and the Seller Families’ Agents shall deliver deliver, or cause to be delivered (with certified copies delivered to each others), to Newco, Bidco and the PE Fund: (i) duly completed signed transfer forms (ordres de mouvement) in favor of Newco or Bidco, as the case may be, with respect to the Buyer certificates representing Target Shares sold or contributed to Newco or Bidco, as the Shares duly endorsed for case may be, pursuant to this Agreement, which when all such transfer forms are taken together, effect the transfer to Newco or Bidco, as the Buyercase may be, or with separate stock powers attached thereto duly endorsed for transfer to of all the Buyer; (b) the Buyer shall deliver to the Seller the Estimated Payment Amount, by wire transfer of immediately available funds to a bank account designated by the Seller in writing prior to the Closing; (c) the Buyer shall deliver to the Seller a certificate representing the number of shares of Buyer Common Stock Target Shares to be issued by the Buyer to the Seller delivered as at the Closing; (dii) duly completed and signed tax transfer forms (formulaire Cerfa n°2759 DGI) in respect of all the closing certificates and other documents required Target Shares to be delivered pursuant sold to Bidco in accordance with the terms of this Agreement will (three (3) original copies per Seller), it being expressly agreed that Bidco shall sign such forms and that a single tax transfer form shall be exchangedcompleted for sold shares originally divided between bare ownership (nue-propriété) and usufruct (usufruit); (eiii) the Seller shall deliver to up-to-date transfer register (registre des mouvements de titres) and the Buyer copies of resolutions shareholders’ accounts (fiches individuelles d’actionnaires) of the Seller Target duly indicating the transfer to Newco or Bidco, as the case may be, of all the Target Shares to be transferred at the Closing, free and Berwind certified by the Secretary clear of the Seller and Berwind, respectively, authorizing the execution, delivery and performance of this Agreement and the transactions contemplated herebyall Encumbrances; (fiv) the Buyer shall deliver subscription forms corresponding to the Seller copies of resolutions subscriptions described in Sections 3.2 to 3.4 and 4.1 to 4.4; (v) the minutes of the Board of Directors extraordinary general meeting of the Buyer certified by Target’s shareholders (actionnaires commanditaires) and the Secretary meeting of the BuyerTarget’s unlimited partners (associés commandités) which, authorizing inter alia, approve and authorize, subject to the executionClosing, delivery the Conversion of the Target, approve Newco and performance Bidco as new Shareholders of this Agreement the Target and, as the case may be, approve the pledge to be granted to the Banks and its beneficiary; Table of Contents (vi) a copy of the powers of attorney, in agreed form, for each Seller that shall not attend the Closing; (vii) reliance letters for the VDD Report to Newco, Bidco and the transactions contemplated herebyBanks in satisfactory form for them; (viii) a copy of the ▇▇▇▇▇▇ Gras Savoye Ré Agreement duly signed, according to Clause 10.3; and (gix) a copy of the Seller duly completed signed transfer forms in favor of Target and the corresponding duly completed and signed tax transfer forms for the ▇▇▇▇▇ Minority Shares and the Gras Minority Shares, according to Section 9.4. (b) Bidco and the PE Fund shall deliver to ▇▇▇▇▇▇ Europe and the Buyer documents evidencing the termination Families’ Agents evidence of the agreements and delivery wire transfers relating to the full payment of documents described the Purchase Price in accordance with Section 3.2(h) and (i)8.2.

Closing Deliveries. Subject to the terms and conditions hereof, at At the Closing: (a) the Seller shall will deliver to Buyer (i) counterparts of each Ancillary Agreement to which it or one of its Affiliates is a party, duly executed by Seller or the applicable Affiliate, including the ▇▇▇▇ of Sale for the Purchased Assets, a Special Warranty Deed for each parcel of Owned Real Property, and such other deeds, bills of sale, assignments, certificates of title, documents and other instruments of transfer and conveyance as the parties and their respective counsel shall deem reasonably necessary for the assumption of Assumed Liabilities and vesting in Buyer certificates representing all of Seller’s right, title and interest in, to and under the Shares Purchased Assets, in accordance with this Agreement, (ii) a receipt for the Purchase Price, (iii) at Seller’s sole cost and expense, the Title Policies; (iv) counterparts of all applicable state forms with respect to Transfer Taxes duly endorsed for transfer executed by Seller or the applicable Affiliate; (v) copies of all consents, approvals, waivers and notices obtained from Governmental Entities and third parties, prior to the BuyerClosing Date, or including customers and suppliers, in connection with separate stock powers attached thereto the transactions contemplated hereby and (vi) California Form 593-C duly endorsed for transfer to the Buyer;executed by Seller’s applicable Affiliate and showing a full exemption from real estate withholding. (b) the Buyer shall will deliver to Seller (i) counterparts of each Ancillary Agreement to which it is a party, duly executed by Buyer, (ii) the Seller the Estimated Closing Payment Amount(less deductions, if any, and withholdings required by applicable Law), by wire transfer of immediately available funds to a bank the account or accounts designated by the Seller in writing by Seller to Buyer not later than two Business Days prior to the Closing;Closing Date, (iii) such other deeds, bills of sale, assignments, certificates of title, documents and other instruments of transfer and conveyance as the parties and their respective counsel shall deem reasonably necessary for the assumption of Assumed Liabilities, and (iv) counterparts of all applicable state forms with respect to Transfer Taxes duly executed by Buyer or the applicable Affiliate; and (c) the Buyer shall Each party will deliver to the Seller a certificate representing the number of shares of Buyer Common Stock to be issued by the Buyer to the Seller at the Closing; (d) the closing other such certificates and other documents required to be delivered pursuant to this Agreement will be exchanged; (e) the Seller shall deliver to the Buyer copies of resolutions of the Seller and Berwind certified by the Secretary of the Seller and Berwindit at Closing under Articles VI or VII, respectively, authorizing the execution, delivery and performance of this Agreement and the transactions contemplated hereby; (f) the Buyer shall deliver to the Seller copies of resolutions of the Board of Directors of the Buyer certified by the Secretary of the Buyer, authorizing the execution, delivery and performance of this Agreement and the transactions contemplated hereby; and (g) the Seller shall deliver to the Buyer documents evidencing the termination of the agreements and delivery of documents described in Section 3.2(h) and (i)as applicable.

Closing Deliveries. Subject to At Closing, the terms and conditions hereof, at Parties shall make the Closingfollowing deliveries: (a) SolarMax shall make the Seller shall deliver following deliveries to the Buyer JZH Holders: (i) certificates representing the Shares duly endorsed for transfer SolarMax Shares; (ii) the Pledge Agreement, executed by SolarMax; (iii) resolutions of its board of directors relating to authorization of this Agreement, and the issuance of the SolarMax Shares, certified by an officer of SolarMax; and (iv) a good standing certificate from the Secretary of State of the State of Nevada as to the Buyer, or with separate stock powers attached thereto duly endorsed for transfer to the Buyer;good standing of SolarMax. (b) the Buyer The JZH Holders shall deliver the following documents to SolarMax: (i) share certificates representing the BVI Shares for transfer to SolarMax accompanied by an instrument of transfer conveying all right, title and interest in and to the Seller the Estimated Payment Amount, by wire transfer of immediately available funds BVI Shares to a bank account designated by the Seller in writing prior to the ClosingSolarMax; (cii) the Buyer shall deliver to the Seller a certificate representing the number of shares of Buyer Common Stock to be issued Pledge Agreement, executed by the Buyer to the Seller at the ClosingBVI Holders; (diii) a copy of the closing certificates register of members of BVI HoldCo dated as of the Closing Date and other documents required certified by BVI HoldCo’s registered office provider in the British Virgin Islands, which reflects the transfer of the BVI Shares from the JZH Holders to be delivered pursuant to this Agreement will be exchangedSolarMax; (eiv) the Seller shall deliver to the Buyer copies of resolutions a copy of the Seller register of directors of BVI HoldCo dated as of the Closing Date and Berwind certified by BVI HoldCo’s registered office provider in the Secretary British Virgin Islands, which reflects the resignation of all previous directors of BVI HoldCo and the composition of the Seller board of directors of BVI HoldCo consisting solely of individuals designated by SolarMax; (v) instruments signed by each of the record owners (the “Record Owners”) of the Company Interest as of date of this Agreement as set forth on Exhibit A under the heading “Record Owners” pursuant to which they (A) confirm that they are the record owners of the Company Interests set forth on Exhibit A, (B) consent to and Berwind, respectively, authorizing the execution, delivery and performance of approve this Agreement and the transactions contemplated herebyby this Agreement; (C) confirm that they have irrevocably assigned their ownership in the Company Interests to HK Intermediate HoldCo; (D) agree that they will take all action necessary to obtain regulatory approval of the transfer of their ownership of the Company Interests to HK Intermediate HoldCo; (E) confirm that there is no action or proceeding pending or threatened which could impair their ability to complete the transfer to HK Intermediate HoldCo; (F) confirm that, except for their agreement to transfer the Company Interests to HK Intermediate HoldCo, their Company Interests are subject to no Encumbrances; and (G) such other matters as SolarMax or its counsel may request; (fvi) the Buyer shall deliver to the Seller copies of resolutions written legal opinion of the Board of Directors PRC counsel for the Company, addressed to SolarMax and dated as of the Buyer certified by Closing Date, in the Secretary form set forth in Exhibit B-1; (vii) the written legal opinion of the BuyerBVI counsel for BVI HoldCo, authorizing addressed to SolarMax and dated as of the executionClosing Date, delivery in the form set forth in Exhibit B-2; (viii) stock powers executed in blank transferring the SolarMax Shares to SolarMax as provided in the Pledge Agreement; (ix) the complete set of company stamps (including common stamp, stamps for contractual purpose, financial stamps, legal representative stamps) and performance business licenses of this Agreement and the transactions contemplated herebyeach Group Company; and (gx) the Seller shall deliver to the Buyer documents evidencing the termination written resolutions of the agreements members of BVI HoldCo approving the Transaction and delivery of documents described waiving any rights under the BVI Articles for which waiver is required in Section 3.2(h) and (i)order to consummate the Transaction.

Closing Deliveries. Subject (a) At the Closing, each Seller (as applicable) shall deliver or cause to be delivered to the terms and conditions hereof, at the ClosingPurchaser: (ai) stock certificates evidencing the Seller shall deliver to the Buyer certificates representing the Transferred Subsidiary Shares duly endorsed for in blank, or accompanied by stock powers duly executed in blank and with all required stock transfer tax stamps affixed; (ii) the ▇▇▇▇ of Sale, the Deeds with all Conveyance Tax stamps affixed, each Assignment of Lease, the Assignment of Transferred Intellectual Property and such other instruments, in form and substance reasonably satisfactory to the BuyerPurchaser, or with separate stock powers attached thereto duly endorsed for as may be reasonably requested by the Purchaser to effect the transfer of the Transferred Assets to the BuyerPurchaser or evidence such transfer on the public records, in each case duly executed by the applicable Asset Seller; (iii) the Assumption Agreement executed by each applicable Asset Seller; (iv) executed counterparts of each Ancillary Agreement other than the Ancillary Agreements delivered pursuant to Section 2.10(a) (ii) and (iii); (v) a receipt for the Purchase Price, as adjusted in accordance with this Agreement; (vi) a true and complete copy, certified by the Secretary or an Assistant Secretary of the applicable Seller, of the resolutions duly and validly adopted by the Board of Directors of such Seller evidencing its authorization of the execution and delivery of this Agreement and each applicable Ancillary Agreement and the consummation of the transactions contemplated hereby and thereby; (vii) a certificate of the Secretary or an Assistant Secretary of each Seller certifying the names and signatures of the officers or other authorized Person of such Seller authorized to sign this Agreement and each applicable Ancillary Agreement and the other documents to be delivered hereunder and thereunder; (viii) a certificate of the Secretary or an Assistant Secretary of each Transferred Subsidiary certifying that the transfer of the Transferred Subsidiary Shares has been duly noted in the corporate records of the corresponding Transferred Subsidiary; (ix) evidence that, after the Closing Date, the Business and all Receivables generated by the Mexican Business after the Closing Date shall not be subject to any securitization program of Rhodia or its Affiliates or any related Encumbrances other than Permitted Encumbrances; (x) written resignations or evidence of removal of each of the directors of the Transferred Subsidiaries; (xi) (A) evidence of the release of all liens (other than Permitted Encumbrances) on the Transferred Assets and (B) pay-off letters and evidence of the release of all liens (other than Permitted Encumbrances) on the Transferred Assets relating to the certain sale and leaseback transactions described in item 45 of Section 3.04(c) and item 2 of Section 3.07 of the Disclosure Schedule; and (xii) a certificate of a duly authorized officer or other authorized Person of the Sellers certifying as to the matters set forth in Section 8.02(a). (b) At the Buyer Closing, the Purchaser shall deliver or cause to be delivered to the Seller Sellers (except as set forth in (vi) below): (i) the Estimated Payment AmountPurchase Price, as adjusted in accordance with this Agreement, by wire transfer in immediately available funds to the Purchase Price Bank Account; (ii) executed counterparts of each Ancillary Agreement to which the Purchaser is a party; (iii) a true and complete copy, certified by the Secretary or an Assistant Secretary of the Purchaser, of the resolutions duly and validly adopted by the Board of Directors of the Purchaser and the stockholders of the Purchaser evidencing its authorization of the execution and delivery of this Agreement and the Ancillary Agreements to which it is a party and the consummation of the transactions contemplated hereby and thereby; (iv) a certificate of the Secretary or an Assistant Secretary of the Purchaser certifying the names and signatures of the officers of the Purchaser authorized to sign this Agreement and the Ancillary Agreements and the other documents to be delivered hereunder and thereunder; (v) a certificate of a duly authorized officer of the Purchaser certifying as to the matters set forth in Section 8.01(a); and (vi) the Estimated Mexican Net Debt by wire transfer in immediately available funds to a bank account or bank accounts to be designated by the Seller Rhodia in writing prior a written notice to the Purchaser at least five Business Days before the Closing;. (c) At the Buyer Closing, Parent shall deliver to the Seller a certificate representing the number of shares of Buyer Common Stock to be issued by the Buyer to the Seller at the Closing; (d) the closing certificates and other documents required or cause to be delivered pursuant to this Agreement will be exchanged; (e) the Seller shall deliver to the Buyer copies of resolutions Sellers, a certificate of the Seller and Berwind certified by the Secretary or an Assistant Secretary of Parent certifying the Seller names and Berwind, respectively, authorizing the execution, delivery and performance of this Agreement and the transactions contemplated hereby; (f) the Buyer shall deliver to the Seller copies of resolutions signatures of the Board officers of Directors of the Buyer certified by the Secretary of the Buyer, authorizing the execution, delivery and performance of Parent authorized to sign this Agreement and the transactions contemplated hereby; and (g) the Seller shall deliver to the Buyer documents evidencing the termination of the agreements and delivery of documents described in Section 3.2(h) and (i)Agreement.

Closing Deliveries. Subject to the terms and conditions hereof, at At the Closing, each party shall make, execute, acknowledge and deliver the legal documents and other items (collectively, the “Closing Documents”) necessary to carry out the intention of this Agreement, which Closing Documents and other items shall include, without limitation, the following: (a) a Contribution and Assumption Agreement substantially in the Seller shall deliver to the Buyer certificates representing the Shares duly endorsed for transfer to the Buyer, or with separate stock powers form attached thereto duly endorsed for transfer to the Buyerhereto as Exhibit C; (b) for the Buyer shall deliver Contributor, a certificate from the Operating Partnership that effective at the Closing the books and records of the Operating Partnership will indicate that the Contributor is the holder of a number of Units equal to the Seller the Estimated Payment Amount, by wire transfer of immediately available funds to a bank account designated by the Seller in writing prior to the ClosingConsideration; (c) an affidavit from the Buyer shall deliver Contributor in the form of Exhibit D, stating, under penalty of perjury, the Contributor’s United States Taxpayer Identification Number and that the Contributor is not a foreign person pursuant to section 1445(b)(2) of the Seller Code and a certificate representing the number of shares of Buyer Common Stock to be issued by the Buyer to the Seller at the Closingcomparable affidavit satisfying Massachusetts’ and any other state’s withholding requirements, if any; (d) the closing certificates all title insurance policies, leases, lease files, letters of credit, contracts, stock certificates, original promissory notes held by Holdings or a Participating Entity and other documents required indicia of ownership with respect to Holdings and each Participating Entity that are in the Contributor’s possession or that can be obtained through reasonable efforts in the Contributor’s capacity as indirect owner of any Participating Entity shall be delivered pursuant or made available to this Agreement will be exchangedthe Company; (e) a certificate from the Seller shall deliver Contributor affirming that the representations and warranties made by the Contributor pursuant to this Agreement remain true and correct in all material respects as of the Buyer Closing Date; (f) the Operating Partnership Agreement; (g) a lockup agreement in the form attached hereto as Exhibit K; (h) a Registration Rights Agreement substantially in the form attached hereto as Exhibit E; (i) a Voting Agreement substantially in the form attached hereto as Exhibit G; (j) if requested by the Company, certified copies of resolutions all organizational documents for the Contributor, together with certified copies of the Seller and Berwind certified by the Secretary of the Seller and Berwind, respectively, all appropriate limited liability company actions authorizing the execution, delivery and performance by the Contributor of this Agreement Agreement, any related documents and the transactions contemplated herebyClosing Documents; (fk) the Buyer shall deliver evidence reasonably satisfactory to the Seller copies Company that the lender of resolutions any borrowed money secured by a mortgage or deed of trust disclosed in the Board Title Reports, other than those lenders whose loans are being repaid before or immediately after the Closing, has consented to the transaction as required by any loan document, deed of Directors trust, mortgage or other evidence of the Buyer certified indebtedness related to any Property; (l) any other documents reasonably requested by the Secretary Company or the Operating Partnership to assign, transfer, convey, contribute and deliver the Holdings Interests, free and clear of the Buyerall Encumbrances, authorizing the execution, delivery and performance of this Agreement and effectuate the transactions contemplated hereby; and (gm) all state and local transfer tax returns and any filings to be made in any applicable governmental jurisdiction in which the Seller shall deliver Company or the Operating Partnership reasonably believes that it is required to file its organizational documentation or in which the Buyer documents evidencing the termination recording of the agreements Contribution and delivery of documents described in Section 3.2(h) and (i)Assumption Agreement is required.

Closing Deliveries. Subject to the terms and conditions hereof, at At the Closing, Seller shall deliver or cause to be delivered to Purchaser, and/or Purchaser shall deliver or cause to be delivered to Seller, as applicable: (a) A b▇▇▇ of sale and assignment and assumption agreement in substantially the form attached hereto as Exhibit E (the “B▇▇▇ of Sale”), duly executed by each Party thereto, and any other instruments of assignment and transfer duly executed by Seller shall deliver and Aerojet, in form and substance reasonably satisfactory to counsel for Purchaser, sufficient to convey, transfer and assign to Purchaser all right, title and interest of Seller and Aerojet (to the Buyer certificates representing the Shares duly endorsed for transfer extent of their respective ownership interests) in and to the Buyer, or with separate stock powers attached thereto duly endorsed for transfer to the BuyerPurchased Assets; (b) The transition services agreement in substantially the Buyer shall deliver form attached hereto as Exhibit F (the “Transition Services Agreement”), as revised by the Parties on or before Closing to the Seller the Estimated Payment Amount, by wire transfer of immediately available funds to a bank account designated delete those Services (as defined therein) which Purchaser will not require be provided by the Seller Parties in writing prior to accordance with the Closingterms thereof, duly executed by each Party thereto; (c) A ground lease between Aerojet and Purchaser in substantially the Buyer form attached hereto as Exhibit G (the “Ground Lease”), and the documents provided for therein (provided that the parties shall deliver cooperate to prepare Exhibits I-K of such Ground Lease as such exhibits are described therein, in form reasonably acceptable to both parties, prior to the Seller a certificate representing the number of shares of Buyer Common Stock to be issued Closing), each duly executed by the Buyer to the Seller at the Closingeach Party thereto; (d) A lease between Aerojet and Purchaser for certain warehouse buildings located on Aerojet land outside of the closing Leased Property in substantially the form attached hereto as Exhibit H (the “Warehouse Lease”), duly executed by each Party thereto; (e) A lease between Aerojet and Purchaser for a certain building located on the Leased Property in substantially the form attached hereto as Exhibit I (the “Aerojet Lease”), duly executed by each Party thereto; (f) The certificates and other documents required to be delivered pursuant to this Agreement will be exchangedARTICLE IX; (eg) Payment by wire transfer in immediately available funds of the Seller shall deliver portion of the Purchase Price identified in Section 3.1(b)(i) as adjusted pursuant to the Buyer copies terms of resolutions of the Seller Section 3.1(c); (h) A true and Berwind complete copy, certified by the Secretary or an Assistant Secretary of each Party, of the Seller resolutions duly and Berwind, respectively, authorizing validly adopted by the execution, board of directors of that Party evidencing its authorization of the execution and delivery and performance of this Agreement and consummation of the transactions contemplated herebyTransaction; (fi) The Trademark License Agreement as provided in Section 8.5, duly executed by each Party thereto; (j) A cross-receipt acknowledging Seller’s receipt of the Buyer shall deliver Purchase Price and Purchaser’s receipt of the Purchased Assets duly executed by each Party thereto; (k) For each Owned Property, a valid current certificate of use or occupancy issued by the applicable Governmental Authority (collectively, “Certificates of Use and Occupancy”); (l) All such other documents and instruments of assignment, transfer or conveyance as Purchaser may reasonably request or as may be otherwise necessary to evidence and effect the sale, transfer, assignment, conveyance and delivery of the Purchased Assets to Purchaser and to put Purchaser in actual possession or control of the Purchased Assets; (m) Subject to the Seller copies provisions of resolutions of Section 7.19 hereof, a license regarding certain Polyfox Intellectual Property in substantially the Board of Directors of form attached hereto as Exhibit J (the Buyer certified “Polyfox License”), duly executed by Aerojet and Purchaser; (n) The Guaranty duly executed by Parent; (o) The Note, duly executed by Purchaser; (p) If required pursuant to Section 12.8 hereof, the Secretary of the Buyer, authorizing the execution, delivery and performance of this Agreement and the transactions contemplated herebyPurchaser Guaranty duly executed by Purchaser; and (gq) All such other documents and instruments as Seller may reasonably request or as may be otherwise necessary or desirable to evidence and effect the Seller shall deliver to the Buyer documents evidencing the termination assumption by Purchaser of the agreements and delivery of documents described in Section 3.2(h) and (i)Assumed Liabilities.

Closing Deliveries. Subject On or prior to the Closing Date, the parties shall execute and deliver, or cause to be executed and delivered, all of the following documents and instruments reasonably required to effectuate, consummate and implement the terms and conditions hereof, at of this Agreement (the Closing:“Closing Documents”): (a) A separate ▇▇▇▇ of Sale executed by Seller sufficient to transfer and assign to Purchaser all of Seller’s right, title and interest in and to its Assets, in substantially the Seller shall deliver to the Buyer certificates representing the Shares duly endorsed for transfer to the Buyer, or with separate stock powers attached thereto duly endorsed for transfer to the Buyerform of Exhibit “C”; (b) A separate Assignment of Lease executed by Seller that is a party to a Real Property Lease, in substantially the Buyer shall deliver form of Exhibit “D” or in such other form as may be reasonably acceptable to the Seller Purchaser (the Estimated Payment AmountLease has a form of assignment attached as an exhibit), by wire sufficient to transfer of immediately available funds to a bank account designated by the Seller Seller’s right, title and interest in writing prior and to the Closing;Real Property Lease to which it is a party and Leasehold Improvements thereon. (c) An assumption agreement pursuant to which Purchaser shall assume the Buyer shall deliver to Assumed Liabilities (the Seller a certificate representing “Assumption Agreement”) in substantially the number form of shares of Buyer Common Stock to be issued by the Buyer to the Seller at the ClosingExhibit “H”; (d) A compliance certificate executed by the closing certificates appropriate officer of Seller in accordance with Section 7.6(a) and other documents required to be delivered pursuant to by Purchaser in accordance with Section 8.3(a) of this Agreement will be exchanged;Agreement. (e) the Seller Queyrouze shall deliver have executed and delivered to the Buyer copies of resolutions of Purchaser non-competition agreements in substantially the Seller form attached hereto as Exhibit “E” relating, respectively to (i) Washington, and Berwind certified by the Secretary of the Seller and Berwind, respectively, authorizing the execution, delivery and performance of this Agreement and the transactions contemplated hereby;(ii) Oregon. (f) A legal opinion of Seller’s counsel and counsel retained by Seller in the Buyer shall deliver jurisdiction of Washington upon which Seller’s counsel bases his opinion, retained at Seller’s sole cost and expense, dated the Closing Date, in form and substance mutually and reasonably acceptable to the Seller copies of resolutions Purchaser and the Seller, which will opine as to the following: (i) organization and valid existence; (ii) foreign qualifications; (iii) power and authority; (iv) due authorization execution and delivery; (v) any conflicts with Seller’s organizational documents or local laws; (iv) the form of the Board of Directors assignment; (vii) the enforceability of the Buyer certified by the Secretary assignment against Seller; (viii) enforceability of the Buyer, authorizing the execution, delivery Closing Documents against Seller; and performance (ix) no undisclosed litigation. The costs of this Agreement and the transactions contemplated hereby; and (g) the any opinions of counsel obtained by Purchaser shall be borne by Seller shall deliver to the Buyer documents evidencing extent that the termination cost of such legal opinion(s) does not exceed Five Thousand ($5,000) Dollars. To the agreements and delivery extent that the cost of documents described in Section 3.2(hsuch opinion(s) and exceed Five Thousand (i)$5,000) Dollars said cost shall be borne by Purchaser.

Closing Deliveries. Subject to the terms and conditions hereof, at (i) At the Closing, Seller will deposit with Escrow Agent the following documents executed and acknowledged, as applicable: (a1) the Seller shall deliver to the Buyer certificates representing the Shares duly endorsed for transfer to the Buyer, or with separate stock powers attached thereto duly endorsed for transfer to the BuyerDeed; (b2) the Buyer shall deliver to the Seller the Estimated Payment Amount, by wire transfer ▇▇▇▇ of immediately available funds to a bank account designated by the Seller in writing prior to the ClosingSale; (c3) the Buyer shall deliver to the Seller a certificate representing the number Assignment of shares of Buyer Common Stock to be issued by the Buyer to the Seller at the ClosingResident Agreements; (d4) the closing certificates and other documents required to be delivered pursuant to this Agreement will be exchangedAssignment of Rights; (e5) the Seller shall deliver to the Buyer copies Assignment of resolutions of the Seller and Berwind certified by the Secretary of the Seller and Berwind, respectively, authorizing the execution, delivery and performance of this Agreement and the transactions contemplated herebyTrade Names; (f6) an owner’s affidavit in the form reasonably agreed to by the parties; (7) a non-foreign affidavit in the form attached hereto as Exhibit 16(b)(i)(7); (8) a transition services agreement which will be negotiated by the parties in good faith during the Due Diligence Period and will allow New Operator to transition operations of the Facility in an orderly manner after Closing (the “Transition Services Agreement”); (9) the Buyer shall deliver to the Seller copies Holdback Escrow Agreement; (10) a counterpart original of resolutions of the Board of Directors of the Buyer certified by the Secretary of the Buyer, authorizing the execution, delivery and performance of this Agreement and the transactions contemplated herebya Washington State Real Estate Excise Tax Affidavit; and (g11) such other items as may be reasonably requested in order for Seller to comply with the terms of this Agreement. (ii) At the Closing, Purchaser shall deposit with Escrow Agent the following: (1) the Purchase Price less the Deposit; (2) executed counterparts of the Assignment of Resident Agreements, the Assignment of Rights, the Assignment of Trade Names, the Transition Services Agreement and the Holdback Escrow Agreement; (3) one-half (1/2) of the basic escrow fee; (4) any and all transfer, excise, sales tax, stamp and similar fees and taxes; (5) all escrow fees and charges allocable to Purchaser’s financing for this transaction and its share of prorated items; (6) an executed counterpart original of a Washington State Real Estate Excise Tax Affidavit; and (7) such other items as may be reasonably requested in order for Purchaser to comply with the terms of this Agreement. (iii) Seller shall deliver to pay the Buyer documents evidencing recording fee on the termination Deed; the cost of a standard owner’s title insurance policy; one-half (1/2) of the agreements escrow fee, other than any portion thereof allocable to Purchaser’s financing for this transaction; and delivery its share of documents described in Section 3.2(h) prorated items. Each party shall pay its own attorneys’ fees. Purchaser shall be responsible for any premiums, costs or charges for extended title coverage, endorsements, lender’s coverage, and (i)all other similar amounts.

Closing Deliveries. Subject to the terms and conditions hereof(a) Except as otherwise indicated below, at the Closing, AstraZeneca shall deliver the following to Horizon: (ai) each of the Ancillary Agreements to which AstraZeneca is a party, other than the Post-Transition Safety Data Exchange Agreement, the Three Party Letter Agreement and the Guarantee, validly executed by a duly authorized officer of AstraZeneca; (ii) a receipt acknowledging receipt of the Purchase Price in satisfaction of Horizon’s obligations pursuant to Section 2.3.1, validly executed by a duly authorized representative of AstraZeneca; and (iii) the Seller Purchased Assets; provided, that (A) with respect to tangible Purchased Assets delivery shall deliver be made as set forth in Schedule 2.4.2(a)(iii), and (B) AstraZeneca may retain one copy of the Product Records included within the Purchased Assets and the Purchased Contracts (and, for clarity, prior to delivering or making available any files, documents, instruments, papers, books and records containing Product Records to Horizon, AstraZeneca shall be entitled to redact from such files, documents, instruments, papers, books and records any information to the Buyer certificates representing the Shares duly endorsed for transfer extent that it does not relate to the BuyerProduct Business; provided, or that, upon Horizon’s request, AstraZeneca shall provide Horizon with separate stock powers attached thereto duly endorsed for transfer a general description of any such information redacted by AstraZeneca to the Buyerextent that AstraZeneca is permitted to do so; (iv) the Patheon Letter; (v) the AstraZeneca FDA Intent Letters; (vi) the AstraZeneca FDA Transfer Letters; and (vii) the Vimovo Litigation Records Side Letter. (b) At the Buyer Closing, Horizon shall deliver the following to AstraZeneca: (i) each of the Seller Ancillary Agreements to which Horizon is a party, other than the Estimated Payment AmountPost-Transition Safety Data Exchange Agreement and the Three Party Letter Agreement, validly executed by wire transfer a duly authorized officer of immediately available funds to a bank account designated by Horizon; and (ii) the Seller Purchase Price in writing prior to accordance with Section 2.3.1; (iii) the ClosingHorizon FDA Intent Letters; (iv) the Horizon FDA Transfer Letters; and (v) the Vimovo Litigation Records Side Letter. (c) Horizon shall conduct a quality and completeness review of the Buyer Regulatory Documentation transferred to it pursuant to Section 2.4.2(a)(iii) promptly following such transfer and, as soon as possible, but no later than 60 days after each transfer, shall deliver notify AstraZeneca in writing of any problems or issues experienced by Horizon regarding the completeness, navigation or readability of such transferred Regulatory Documentation that Horizon reasonably and in good faith believes are related to the Seller a certificate representing the number transfer of shares such Regulatory Documentation (and not, for example, related to Horizon system capabilities or compatibility). AstraZeneca shall use its commercially reasonable efforts to assist Horizon in remedying any such problems or issues (if any) as soon as reasonably practicable following AstraZeneca’s receipt of Buyer Common Stock to be issued by the Buyer to the Seller at the Closing; (d) the closing certificates and other documents required to be delivered pursuant to this Agreement will be exchanged; (e) the Seller shall deliver to the Buyer copies of resolutions Horizon’s notice of the Seller and Berwind certified by the Secretary of the Seller and Berwind, respectively, authorizing the execution, delivery and performance of this Agreement and the transactions contemplated hereby; (f) the Buyer shall deliver to the Seller copies of resolutions of the Board of Directors of the Buyer certified by the Secretary of the Buyer, authorizing the execution, delivery and performance of this Agreement and the transactions contemplated hereby; and (g) the Seller shall deliver to the Buyer documents evidencing the termination of the agreements and delivery of documents described in Section 3.2(h) and (i)same.

Closing Deliveries. Subject to the terms and conditions hereof, at At the Closing, Ableauctions and/or the Ableauctions Shareholders shall have delivered or caused to be delivered to Top Favour and the Top Favour Shareholders the following: (ai) this Agreement duly executed by Ableauctions and the Seller shall deliver to the Buyer certificates representing the Shares duly endorsed for transfer to the Buyer, or with separate stock powers attached thereto duly endorsed for transfer to the BuyerAbleauctions Shareholders; (bii) letter of resignation from Ableauctions’ current sole officer, with his resignation as to all of the Buyer shall deliver offices he currently holds with Ableauctions to the Seller the Estimated Payment Amount, by wire transfer be effective upon Closing and confirming that he has no claim against Ableauctions in respect of immediately available funds any outstanding remuneration or fees of whatever nature to a bank account designated by the Seller in writing prior to the Closingbe effective upon closing; (ciii) letter of resignation of Ableauctions’ current directors, with the Buyer resignation of such directors to take effect immediately, other than ▇▇▇▇▇ ▇▇▇▇▇, whose resignation shall deliver be effective on the expiration of the 10 calendar day period following the date of the mailing of the Schedule 14f-1 to the Seller a certificate representing the number shareholders of shares of Buyer Common Stock to be issued by the Buyer to the Seller at the ClosingAbleauctions; (div) the closing certificates and other documents required to be delivered pursuant to this Agreement will be exchanged; (e) the Seller shall deliver to the Buyer copies of resolutions of the Seller and Berwind certified duly adopted by the Secretary Board of Directors of Ableauctions approving the Seller and Berwindfollowing events or actions, respectively, authorizing as applicable: a. the execution, delivery and performance of this Agreement Agreement; b. the Acquisition and the transactions contemplated herebyterms 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 seven (7); e. the appointment of Jianhua Lv as Chairman of the board of directors to serve on Ableauctions board of directors, effective on the Closing Date, and the appointment of designees of Mr. Lv as additional directors to serve on Ableauctions’ board of directors on the date the resignation of Ableauctions’ current directors except ▇▇▇▇▇ ▇▇▇▇▇ becomes effective; and f. the appointment of the following persons as officers of Ableauctions, effective on the Closing Date, with the titles set forth opposite his name (the “Top Favour Officers”): Jianhua Lv Chief Executive Officer, President and Chairman of the Board ▇▇ ▇▇▇ Chief Financial Officer, Treasurer and Secretary (v) a certificate of good standing for Ableauctions from its jurisdiction of incorporation, dated not earlier than five (5) days prior to the Closing Date; (fvi) an instruction letter signed by the President of Ableauctions addressed to Ableauctions’ transfer agent of record, in a form reasonably acceptable to Top Favour and consistent with the terms of this Agreement, instructing the transfer agent to issue stock certificates representing Ableauctions Shares to be delivered pursuant to this Agreement registered in the names of the Top Favour Shareholders as set forth in Annex I; (vii) a shareholder list of Ableauctions as certified by Ableauctions’ Secretary or transfer agent, dated within ten (10) days of the Closing Date; a. a certificate of the Secretary of Ableauctions, dated as of the Closing Date, certifying as to (i) the Buyer shall deliver incumbency of officers of Ableauctions executing this Agreement and all exhibits and schedules hereto and all other documents, instruments and writings required pursuant to this Agreement (the Seller copies “Transaction Documents”), (ii) a copy of the Certificate of Incorporation and By-Laws of Ableauctions, as in effect on and as of the Closing Date, and (iii) a copy of the resolutions of the Board of Directors of the Buyer certified by the Secretary of the Buyer, Ableauctions authorizing the and approving Ableauctions’ execution, delivery and performance of this Agreement the Transaction Documents, all matters in connection with the Transaction Documents, and the transactions contemplated herebythereby; (viii) all corporate records, board minutes and resolutions, tax and financial records, agreements, seals and any other information or documents reasonably requested by Top Favour’s representatives with respect to Ableauctions; and (gix) such other documents as Top Favour and/or the Seller shall deliver to Top Favour Shareholders may reasonably request in connection with the Buyer documents evidencing the termination of the agreements and delivery of documents described in Section 3.2(h) and (i)transactions contemplated hereby.

Closing Deliveries. Subject (a) Prior to the terms and conditions hereof, or at the Closing, the Sellers (as applicable) shall deliver or cause to be delivered to Purchaser: (ai) stock certificate(s) representing all of the Subject Ferrous Shares, together with stock transfer powers duly endorsed in blank or other appropriate instruments of transfer and such other approvals or instruments as may be required to enable Purchaser to record the transfer of such shares to Purchaser on the books of such entity or any applicable Governmental Authority; (ii) stock certificates representing all of the Subject Harbinger Blocker Shares, together with stock transfer powers duly endorsed in blank or other appropriate instruments of transfer and such other approvals or instruments as may be required to enable Purchaser to record the transfer of such shares to Purchaser on the books of such entity or any applicable Governmental Authority; (iii) stock certificates representing all of the Blue Line Direct ACDL Shares, together with stock transfer powers duly endorsed in blank or other appropriate instruments of transfer and such other approvals or instruments as may be required to enable Purchaser to record the transfer of such shares to Purchaser on the books of such entity or any applicable Governmental Authority; (iv) stock certificates representing all of the Blue Line Blocker Shares, together with stock transfer powers duly endorsed in blank or other appropriate instruments of transfer and such other approvals or instruments as may be required to enable Purchaser to record the transfer of such shares to Purchaser on the books of such entity or any applicable Governmental Authority; (v) if applicable, stock certificates representing all of the Subject Class VI ACDL Shares, together with stock transfer powers duly endorsed in blank or other appropriate instruments of transfer and such other approvals or instruments as may be required to enable Purchaser to record the transfer of such shares to Purchaser on the books of such entity or any applicable Governmental Authority; (vi) a written assignment by each Seller to Purchaser of any rights of such Seller under any and all subscription agreements, stock purchase agreements, stockholders agreements, investor rights agreement, registration rights agreement or similar agreement to the extent the same relate to the Subject Shares sold, assigned, transferred and conveyed to Purchaser pursuant to this Agreement; (vii) an officer’s certificate, dated as of the Closing Date, duly executed by an authorized officer of each Seller (as to itself), relating to the satisfaction of the Closing conditions set forth in Sections 11.2(a), (b) and (d); (viii) a secretary’s certificate, dated as of the Closing Date, duly executed by an authorized officer of each Seller, certifying: (A) the incumbent officers of such Seller; and (B) resolutions of the board of directors or similar governing body of such Seller shall deliver approving the Transactions; (ix) three (3) counterpart signature pages to each Related Agreement not previously executed and delivered, duly executed and delivered by Sellers and/or their Affiliates, to the Buyer certificates representing the Shares duly endorsed for transfer extent such Person is a party thereto; and (x) a certificate (or certificates) in form and substance reasonably satisfactory to the BuyerPurchaser, or in compliance with separate Treasury Regulations Section 1.1445-2(c)(3) (and including documentation of the filing of any notice required under Treasury Regulations Section 1.897-2(h)(2)), certifying that the purchase of Blue Line Blocker Shares (and the stock powers attached thereto duly endorsed for transfer to of each other U.S. corporation) contemplated by this Agreement is exempt from withholding under Section 1445 of the Buyer;Code. (b) Prior to or at the Buyer Closing, Purchaser shall deliver or cause to be delivered to Sellers: (i) share certificate(s) representing the Purchaser Ordinary Shares being issued to each Seller as part of the consideration for the transfer to Purchaser of the Subject Shares, as more particularly set forth in Section 2.4, registered in the name of such Seller (collectively, the “Purchaser Ordinary Share Consideration”); (ii) share certificate(s) representing the Class A Preference Shares being issued to each Seller as part of the consideration for the transfer to Purchaser of the Subject Shares, as more particularly set forth in Section 2.4, registered in the name of such Seller (collectively, the “Purchaser Preference Share Consideration”); (iii) share certificate(s) representing in the aggregate one hundred Class B Preference Shares as part of the consideration for the transfer to Purchaser of the Subject Shares, as more particularly set forth in Section 2.4, registered as follows: 56 shares in the name of Harbinger Master; 30 shares in the name of Harbinger Special Situations; and 14 shares in the name of Blue Line; (iv) an officer’s certificate, dated as of the Closing Date, duly executed by an authorized officer of Purchaser, relating to the Seller satisfaction of the Estimated Payment AmountClosing conditions set forth in Sections 11.1(a), (b) and (d); (v) a secretary’s certificate, dated as of the Closing Date, duly executed by the Secretary of Purchaser, certifying: (A) the incumbent officers of Purchaser; and (B) resolutions of the board of directors or similar governing body of Purchaser approving the Transactions and the Preference Share Resolutions; and (vi) three (3) counterpart signature pages to each Related Agreement not previously executed and delivered, duly executed by each party thereto other than Sellers or its Affiliates. (c) At the Closing, Purchaser shall pay or cause to be paid the Transaction Expenses to the Persons entitled thereto at the Closing by wire transfer of immediately available funds to a bank an account designated by the Seller in writing such Persons prior to the Closing; (c) the Buyer shall deliver to the Seller a certificate representing the number of shares of Buyer Common Stock to be issued by the Buyer to the Seller at the Closing; (d) the closing certificates and other documents required to be delivered pursuant to this Agreement will be exchanged; (e) the Seller shall deliver to the Buyer copies of resolutions of the Seller and Berwind certified by the Secretary of the Seller and Berwind, respectively, authorizing the execution, delivery and performance of this Agreement and the transactions contemplated hereby; (f) the Buyer shall deliver to the Seller copies of resolutions of the Board of Directors of the Buyer certified by the Secretary of the Buyer, authorizing the execution, delivery and performance of this Agreement and the transactions contemplated hereby; and (g) the Seller shall deliver to the Buyer documents evidencing the termination of the agreements and delivery of documents described in Section 3.2(h) and (i).

Closing Deliveries. Subject At the Closing, subject to and on the terms and conditions hereof, at the Closingset forth in this Agreement: (a) the Seller Parties (or the Sellers’ Representative, on behalf of the Seller Parties) shall deliver have delivered to the Buyer Purchaser: (i) assignments of membership interests or stock or share certificates representing the Shares Purchased Interests owned by each Selling Holding Company, duly endorsed in blank form for transfer to or accompanied by appropriate membership interests or stock or share powers duly executed in blank together with the Buyer, or with separate stock powers attached thereto duly endorsed for transfer to the Buyerminute books of each Target Group Member; (bii) the Buyer shall deliver to resignation in writing from each manager, director and officer of each Target Group Member effective as at the Effective Time; (iii) the restrictive covenant agreements by each Seller the Estimated Payment AmountParty; (iv) any other Ancillary Agreements, by wire transfer of immediately available funds to a bank account designated duly executed by the Seller in writing prior to the ClosingParties, Target Group Members, or any of their Affiliates who are a party thereto; (cv) the Buyer shall deliver to the Seller a certificate representing the number copies of shares of Buyer Common Stock all consents required to be issued obtained by Seller Parties or the Buyer to Target Group Members in connection with the Seller at the ClosingTransaction; (dvi) customary payoff letters and evidence of the closing certificates and other documents required to be delivered pursuant to this Agreement will be exchangedrelease of all Liens securing any assets of the Target Group Members (the “Payoff Statements”); (evii) invoices issued by each legal counsel, investment bank, broker or advisor of Seller Parties or the Target Group Members entitled to fees or expenses which constitute Transaction Expenses, which invoices shall set forth (A) the Seller shall deliver amount required to pay in full all Transaction Expenses owned to such Person on the Buyer Closing Date, (B) the wire transfer instructions for the payment of such Transaction Expenses to such Person, and (C) the termination of all further obligations owing by the Target Group Members to such Person (“Transaction Expense Invoices”); (viii) a secretary’s certificate, dated as of the Closing Date and executed by the secretary of each Selling Holding Company, certifying: (i) copies of resolutions the Organizational Documents of the Seller Selling Holdings Companies and Berwind certified by Target Group Members, (ii) the Secretary incumbency and specimen signature of each manager or officer of such Selling Holding Company executing this Agreement or any other Ancillary Agreements on such Selling Holding Company’s behalf; (iii) a copy of the Seller and Berwind, respectively, resolutions authorizing the each Selling Holding Company’s execution, delivery and performance of this Agreement and the transactions contemplated herebyAncillary Agreements to which it is a party; and (iv) that all such resolutions are in full force and effect and are all of the resolutions adopted in connection with the Transaction; (fix) evidence reasonably satisfactory to the Purchaser that all actions required to be taken by the Seller Parties to effect the Pre-Closing Reorganization as contemplated herein shall have been completed; (x) a certificate of good standing, status, compliance or equivalent with respect to each Selling Holding Company and Target Group Member issued by the appropriate government officials of their respective jurisdictions of incorporation or organization, as the case may be, and each other jurisdiction in which each Target Group Member is qualified to do business, as of a date not more than fifteen days prior to the Closing Date; (xi) the Buyer shall deliver Personal Goodwill Purchase Agreements (the “Personal Goodwill Agreement”), duly executed by each of ▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ (xii) termination and assignment agreement for that certain engagement agreement between the applicable Target Group and ▇▇▇▇▇▇▇▇▇▇▇ Partners LLC, executed by the applicable Target Group and ▇▇▇▇▇▇▇▇▇▇▇ Partners LLC; (xiii) an affidavit of non-foreign status of the Selling Holding Companies, in form and substance reasonably acceptable to the Seller copies of resolutions Purchaser, which complies with Section 1445 of the Board Code; (xiv) a letter of Directors credit in favor of Parsec in the amount of $10,000,000 in connection with the general liability and automobile/vehicle insurance obligations (the “Insurance LC”); (xv) a letter of credit in favor of Parsec in the amount of $3,000,000 in connection with the health coverage obligations (the “Health LC”); and (xvi) without limitation by the specific enumeration of the Buyer certified foregoing, all other documents reasonably required by the Secretary Purchaser to effect the transactions contemplated by this Agreement. (b) the Purchaser shall have delivered to the Sellers Parties and/or Sellers’ Representative (as applicable): (i) any other Ancillary Agreements, duly executed by the Purchaser and its Affiliates who are a party thereto; (ii) the Personal Goodwill Agreements, each duly executed by the Purchaser; (iii) a secretary’s or officer’s certificate, dated as of the BuyerClosing Date and executed by the secretary or other authorized officer of each Purchaser, certifying: (i) the incumbency and specimen signature of each officer of the Purchaser executing this Agreement or any other Ancillary Agreements on the Purchaser’s behalf; (ii) a copy of the resolutions authorizing the Purchaser’s execution, delivery and performance of this Agreement and the transactions contemplated herebyAncillary Agreements to which it is a party; and (iii) that all such resolutions are in full force and effect and are all of the resolutions adopted in connection with the Transaction; and (giv) the Seller shall deliver a good standing certificate with respect to the Buyer documents evidencing US Purchaser certified by the termination Secretary of State of the agreements and delivery State of documents described in Section 3.2(h) and (i)the Purchaser’s incorporation or organization, as the case may be, as of a date not more than fifteen days prior to the Closing Date.

Closing Deliveries. Subject to the terms and conditions hereof, at At the Closing, the certificate(s), documents and other items listed below will be executed and delivered by the appropriate parties: (a) ▇▇▇▇▇ will deliver stock certificate(s) to Buyer representing all of the Seller shall deliver to the Buyer certificates representing the Shares Shares, duly endorsed for transfer to the Buyer, or with separate and accompanied by duly executed stock powers attached thereto duly endorsed for transfer to the Buyerpower(s); (b) Subject to SECTION 7.4 below, Buyer will deliver a stock certificate to ▇▇▇▇▇ representing the Buyer shall deliver shares of Parent Class A Common Stock to the Seller the Estimated Payment Amount, by wire transfer of immediately available funds to a bank account designated by the Seller in writing prior to the Closingbe delivered as Purchase Price; (c) Buyer and ▇▇▇▇▇ will execute and deliver a Consulting Agreement substantially in the Buyer shall deliver to the Seller a certificate representing the number form of shares of Buyer Common Stock to be issued by the Buyer to the Seller at the ClosingEXHIBIT B hereto; (d) Buyer and each of ▇▇▇▇▇ and ▇▇▇▇▇▇▇▇▇ will execute and deliver a Finder's Fee Agreement substantially in the closing certificates and other documents required to be delivered pursuant to this Agreement will be exchangedform of EXHIBIT C hereto; (e) Buyer and ▇▇▇▇▇▇▇▇▇ will execute and deliver an Employment Agreement substantially in the Seller shall deliver to the Buyer copies form of resolutions of the Seller and Berwind certified by the Secretary of the Seller and Berwind, respectively, authorizing the execution, delivery and performance of this Agreement and the transactions contemplated herebyEXHIBIT D hereto; (f) Buyer and ▇▇▇▇▇ will execute and deliver the Confidentiality and Noncompetition Agreement substantially in the form of EXHIBIT A attached to the Consulting Agreement; (g) Buyer shall and ▇▇▇▇▇ will execute and deliver an Affiliate Agreement substantially in the form of EXHIBIT F hereto; (h) ▇▇▇▇▇ and the Company will execute and deliver to Buyer a Closing Certificate substantially in the form of EXHIBIT G hereto; (i) Buyer will execute and deliver to the Seller copies Company and ▇▇▇▇▇ a Closing Certificate substantially in the form of resolutions EXHIBIT H hereto; (j) The Company will execute and deliver to Buyer, and Buyer will execute and deliver to the Company and ▇▇▇▇▇, a Secretary's Certificate substantially in the form of EXHIBIT I hereto; (k) If and to the extent requested by Buyer, each director and officer of the Board Company will deliver to Buyer a written resignation; (l) The Company and ▇▇▇▇▇ will deliver to Buyer a legal opinion of Directors of the Buyer certified by the Secretary of the their counsel in such form as Buyer, authorizing the execution, delivery and performance of this Agreement and the transactions contemplated hereby's counsel shall reasonably request; and (gm) the Seller shall Buyer will deliver to the Buyer documents evidencing Company and ▇▇▇▇▇ a legal opinion of its counsel in such form as the termination of the agreements and delivery of documents described in Section 3.2(h) and (i)Company's counsel shall reasonably request.

Closing Deliveries. Subject (i) At the Closing, each PMG Company, as applicable, will deliver or cause to be delivered to the terms and conditions hereof, at Buyer the Closingfollowing items: (aA) the Seller shall deliver Purchased Assets, including good and sufficient instruments of transfer transferring to the Buyer certificates representing the Shares duly endorsed for transfer all of each PMG Company’s right, title and interest in and to the BuyerPurchased Assets, or with separate stock powers attached thereto duly endorsed for transfer as applicable; (B) an assignment to the Buyer of [each applicable assumed lease], in form and substance reasonably satisfactory to the Buyer; (bC) the Buyer shall deliver to Employment Agreements, as executed by each of the Seller the Estimated Payment Amount, by wire transfer of immediately available funds to a bank account designated by the Seller in writing prior to the ClosingPMG Executives; (cD) the Buyer shall deliver to the Seller a certificate representing the number of shares of Buyer Common Stock to be issued Lock-Up Agreements, as executed by the Buyer to the Seller at the Closingeach Seller; (dE) the closing certificates Escrow Agreement as executed by PMG, each Seller and other documents required to be delivered pursuant to this Agreement will be exchangedthe Escrow Agent; (eF) all of the Seller shall deliver third-party consents and approvals set forth on Schedule 3.2(c), in form and substance reasonably satisfactory to the Buyer, without payment by or liability to the PMG Companies or the Buyer copies of resolutions (the “Required Consents”); (G) (i) a copy of the Seller manager, member, director and/or shareholder resolutions by which all actions on the part of each PMG Company necessary to approve this Agreement, the Ancillary Agreements and Berwind the transactions contemplated hereby and thereby were taken, certified by the Secretary of each PMG Company; (ii) an incumbency certificate signed by an officer or officers of each PMG Company certifying the signature and office of each officer executing this Agreement, the Ancillary Agreements or any other agreement, certificate or other instrument executed pursuant hereto or thereto; (iii) a copy of the Operating Agreement of each PMG Company, certified by the Secretary of the Seller respective PMG Companies; and Berwind(v) a good standing certificate for each PMG Company, respectivelyissued as of a date which is no more than seven (7) Business Days before the Closing Date, authorizing the execution, delivery and performance of this Agreement and the transactions contemplated hereby; (f) the Buyer shall deliver to the Seller copies of resolutions of the Board of Directors of the Buyer certified by the Secretary of State, or other similar office, for the Buyer, authorizing PMG Companies’ jurisdiction of formation and any other jurisdiction in which the execution, delivery PMG Companies is required to be qualified to do business as a foreign entity; (H) a legal opinion of the type and performance nature that is standard and customary with respect to the consummation of this Agreement and the transactions contemplated hereby; and (g) the Seller shall deliver to the Buyer documents evidencing the termination of the agreements and delivery of documents described in Section 3.2(h) and (i).by this Agreement from H.E.

Closing Deliveries. Subject CryoLife shall have delivered to UCFI, each of the terms and conditions hereoffollowing, at together with any additional items which UCFI may reasonably request to effect the Closingtransactions contemplated herein: (a) the Seller shall deliver to the Buyer certificates cash and Promissory Note, duly executed by CryoLife, representing the Shares duly endorsed for transfer Cash Consideration due to the Buyer, or with separate stock powers attached thereto duly endorsed for transfer to the BuyerUCFI; (b) the Buyer shall deliver to the Seller the Estimated Payment Amount, by wire transfer of immediately available funds to a bank account designated by the Seller in writing prior to the Closing; (c) the Buyer shall deliver to the Seller a certificate representing the number of shares of Buyer Common Stock to be issued by the Buyer to the Seller at the Closing; (d) the closing certificates and other documents required to be delivered pursuant to this Agreement will be exchanged; (e) the Seller shall deliver to the Buyer certified copies of the corporate resolutions of CryoLife authorizing the Seller transactions contemplated hereby and Berwind certified by the Secretary of the Seller and Berwind, respectively, authorizing the execution, delivery and performance of this Agreement and the transactions contemplated herebyAsset Purchase Transaction Documents to which CryoLife is a signatory by CryoLife, and incumbency certificates with respect to the officers of CryoLife executing documents or instruments on behalf of CryoLife; (c) a certificate of the President of CryoLife certifying as to the matters set forth in Sections 8.1 and 8.2 hereof and as to the satisfaction of all other conditions set forth in this Article 8; (d) the Assignment and Assumption Agreement and Assignment and Assumption of Sublease duly executed by CryoLife and such additional instruments of sale, transfer, conveyance, and assignment as counsel to CryoLife and counsel to UCFI shall mutually deem necessary or appropriate; (e) the Procurement Agreements referred to in Section 3.12 duly executed by CryoLife; (f) the Buyer shall deliver Employee Leasing Agreement referred to in Section 3.1 duly executed by CryoLife; (g) the Seller copies of resolutions of the Board of Directors of the Buyer certified Distribution Agreement referred to in Section 3.14 duly executed by the Secretary of the Buyer, authorizing the execution, delivery and performance of this Agreement and CryoLife; (h) any other documents or agreements contemplated hereby and/or necessary or appropriate to consummate the transactions contemplated hereby; and (gi) an opinion of counsel of CryoLife substantially in the Seller shall deliver to the Buyer documents evidencing the termination form of the agreements and delivery of documents described in Section 3.2(h) and (iExhibit 8.3(i).

Closing Deliveries. Subject to the terms and conditions hereof, at the Closing: (a) At the Closing, subject to the satisfaction or waiver of all of the conditions to the Closing set forth in Section 5, (i) each S▇▇▇ Seller shall deliver take all actions necessary to transfer, or cause to be transferred, title to its Relevant Portion of the AEI Shares, free and clear of all Liens (but subject to any applicable limitations and restrictions under the Shareholders Agreement), to A▇▇▇▇▇▇ (or its nominee or assignee), including, without limitation, notifying AEI of the transfer of its Relevant Portion of the AEI Shares to A▇▇▇▇▇▇ in accordance with the terms hereof and delivering to AEI a Share Transfer Certificate for its Relevant Portion of the AEI Shares (substantially in the form of Exhibit A) executed by it, and (ii) A▇▇▇▇▇▇ shall pay the relevant amount of the Purchase Price to each S▇▇▇ Seller (or its nominee or assignee) to the Buyer certificates representing account(s) designated by each S▇▇▇ Seller in accordance with Section 2.1. In the Shares duly endorsed for transfer to the Buyer, or with separate stock powers attached thereto duly endorsed for transfer to the Buyer; event that either (bx) the Buyer AEI Shares shall deliver to the Seller the Estimated Payment Amount, by wire transfer of immediately available funds be delivered to a bank nominee or assignee of A▇▇▇▇▇▇ at Closing and/or (y) any portion of the Purchase Price shall be paid to a nominee or assignee of a S▇▇▇ Seller at Closing, the respective Party shall provide the other Party with the name and relevant account designated by the Seller in writing information for such nominee or assignee at least two Business Days prior to the Closing; (c) the Buyer shall deliver to the Seller a certificate representing the number . Upon consummation of shares of Buyer Common Stock to be issued by the Buyer to the Seller at the Closing; (d) the closing certificates and other documents required to be delivered pursuant to this Agreement will be exchanged; (e) the Seller shall deliver to the Buyer copies of resolutions of the Seller and Berwind certified by the Secretary of the Seller and Berwind, respectively, authorizing the execution, delivery and performance of this Agreement and the transactions contemplated hereby; (f) , A▇▇▇▇▇▇ hereby assumes and agrees to perform all of the Buyer shall deliver S▇▇▇ Sellers’ obligations and liabilities which arise after the Closing under or related to the Seller copies of resolutions of the Board of Directors of the Buyer certified by the Secretary of the Buyer, authorizing the execution, delivery and performance of this Shareholders Agreement and the transactions contemplated hereby; and (g) the Seller shall deliver Registration Rights Agreement with respect to the Buyer documents evidencing the termination of the agreements and delivery of documents described in Section 3.2(h) and (i)AEI Shares acquired by A▇▇▇▇▇▇ hereunder.

Closing Deliveries. Subject In addition to the terms and any other documents to be delivered or other conditions hereofto be satisfied or obligations to be performed under other provisions of this Agreement, at the or prior to Closing: (a) the Each Seller shall deliver have delivered or otherwise provided (or caused to have been delivered or otherwise provided) to Buyer Representative, together with, if and to the extent applicable, funds sufficient to pay all Taxes necessary for the transfer, filing or recording thereof: (1) a ▇▇▇▇ of Sale for the (a) TW Assets sold to Fox, (b) Inventory Assets sold to CA Buyer and (c) balance of the Acquired Assets sold to CA Buyer and US Buyer and (2) an Assignment and Assumption Agreement for the Assumed Liabilities in form and substance reasonably satisfactory to Sellers and Buyer Representative (collectively, the “▇▇▇▇ of Sale and Assignment and Assumption Agreements”), duly executed by each applicable Seller; (ii) assignments of all Intellectual Property Rights and Licensed Rights, if any, together with the Perpetual Non-US IP License and One-Year Non-US IP License, and separate assignments of all registered Intellectual Property Rights, if any, in form and substance satisfactory to Buyer Representative, duly executed by CA Seller; (iii) for each interest in the Leased Real Property, an assignment and assumption of lease or such other appropriate document or instrument of transfer, as the case may require, each in form and substance satisfactory to Buyer Representative and its legal counsel and executed by such Seller; (iv) such other deeds, bills of sale, assignments, certificates representing of title, documents and other instruments of transfer and conveyance as may reasonably be requested by Buyer Representative, each in form and substance satisfactory to Buyer Representative and its legal counsel and executed by such Seller; (v) an employment agreement executed by each of ▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇▇ in form and substance reasonably satisfactory to Sellers and Buyer Representative (the Shares duly endorsed “Employment Agreements”); (vi) a customary pay-off letter or letters for transfer all Indebtedness secured by any Encumbrance on the Acquired Assets, evidencing the total pay-off amount thereof (the “Loan Payoff Amount”) and indicating the release, upon payment of the Loan Payoff Amount, of all such Encumbrances and otherwise in form and substance reasonably satisfactory to Buyer Representative and its legal counsel; (vii) an escrow agreement in in form and substance reasonably satisfactory to Sellers and Buyer Representative (the “Escrow Agreement”), executed by such Seller, Seller Representative, Buyer Representative and the Escrow Agent; (viii) a certificate of the Secretary (or equivalent thereof) of such Seller certifying, as complete and accurate as of the Closing, attached copies of the Governing Documents of such Seller, certifying and attaching all requisite resolutions or actions of such Seller’s board of directors and equity holders approving the execution and delivery of this Agreement, including special resolutions of equity holders, the documents delivered hereby, the consummation of the Acquisition and the change of name contemplated by Section 7.9, and certifying to the incumbency and signatures of the officers of such Seller executing this Agreement and any other document relating to the Acquisition, accompanied by the requisite documents for amending the relevant Governing Documents of such Seller required to effect such change of name in form sufficient for filing with the appropriate Governmental Body; (ix) the Consents and Governmental Authorizations set forth in Schedule 2.7(a)(ix), duly executed by the applicable Governmental Body or other Third Party; (x) if requested by Buyer Representative, any Consents or other instruments that may be required to permit each applicable Buyer’s qualification in each jurisdiction in which such Seller is licensed or qualified to do business as a foreign corporation or entity under the name “Easton Cycling,” “Race Face” or any derivative thereof; (xi) releases of all Encumbrances on the Acquired Assets (other than Permitted Encumbrances), including all Encumbrances in favor of Royal Bank of Canada (with respect to that certain (1) agreement dated February 19, 2013 with RF Canada, as amended, or (2) agreement dated May 28, 2014 with separate stock powers attached thereto duly endorsed for transfer Easton Canada, as amended) pursuant to release documents satisfactory to Buyer Representative; (xii) certificates of status or good standing, as applicable, dated as of a date not earlier than seven calendar days prior to the Closing as to the status or good standing, as applicable, of such Seller and payment of all applicable state Taxes by such Seller, executed by the appropriate officials of the state where such Seller is organized and each jurisdiction in which such Seller is licensed or qualified to do business as a foreign corporation or entity as specified in Schedule 3.1(a); (xiii) evidence satisfactory to Buyer Representative that such Seller has, effective as of the Closing, terminated all Current Employees and provided notice of the Buyer’s intentions to offer continuing employment; (xiv) an anticorruption certificate in form and substance reasonably satisfactory to Sellers and Buyer Representative, dated as of the Closing Date, signed by each Seller and Owner Guarantor; (xv) evidence reasonably satisfactory to Buyer Representative that CA Seller has registered for the purposes of the GST/HST under the ETA, including the registration number received thereunder; (xvi) certificates, duly executed and acknowledged and made in accordance with applicable Treasury Regulations, certifying that none of the Acquired Assets are US real property interests within the meaning of the Foreign Investment in Real Property Tax Act and thus Sellers are exempt from withholding thereunder; and (xvii) a certificate, dated the Closing Date and signed by a duly authorized officer of such Seller, that each of the conditions set forth in Sections 5.2(a) and 5.2(b) have been satisfied. (b) Buyers shall have delivered (or caused to have been delivered): (i) to Seller Representative, on behalf of Sellers, the Base Purchase Price plus the Estimated Working Capital less the Indemnification Escrow Amount less the Loan Payoff Amount less the BRG Payoff Amount by wire transfer by Buyers or their lender to an account or accounts and in such amounts specified by Seller Representative in writing; (ii) to Seller Representative, the Escrow Agreement, the ▇▇▇▇ of Sale and Assignment and Assumption Agreement, and the Employment Agreements, each duly executed by Buyer; (biii) the Buyer shall deliver to the Seller Escrow Agent in accordance with the Estimated Payment Escrow Agreement, the Indemnification Escrow Amount, by wire transfer of immediately available funds to a bank account designated by the Seller in writing prior to the Closing; (civ) to FIRST Insurance Funding of Canada Inc, the Buyer shall deliver to financier of the Seller a certificate representing Easton Product Liability Excess Insurance Policy and Easton Product Liability Insurance Policy, the number of shares of Buyer Common Stock to be issued by the Buyer to the Seller at the ClosingEaston Product Liability Amount; (dv) the closing certificates and other documents required to be delivered pursuant to this Agreement will be exchanged; (e) the Seller shall deliver to the Buyer copies Representative, a certificate of resolutions of the Seller and Berwind certified by the Secretary of each Buyer certifying, as complete and accurate as of the Seller Closing, attached copies of the Governing Documents of Buyer and Berwind, respectively, authorizing certifying and attaching all requisite resolutions or actions of Buyer’s board of directors approving the execution, execution and delivery and performance of this Agreement and the transactions contemplated hereby; (f) consummation of the Buyer shall deliver Acquisition and certifying to the Seller copies of resolutions incumbency and signatures of the Board officers of Directors of the Buyer certified by the Secretary of the Buyer, authorizing the execution, delivery and performance of executing this Agreement and any other document relating to the transactions contemplated herebyAcquisition; and (gvi) to Seller Representative, a certificate, dated the Seller shall deliver to the Buyer documents evidencing the termination Closing Date and signed by a duly authorized officer of each Buyer, that each of the agreements and delivery of documents described conditions set forth in Section 3.2(hSections 5.1(a) and (i)5.1(b) has been satisfied.

Closing Deliveries. Subject to the terms and conditions hereof, at At the Closing, the parties hereto shall take the following actions: (a) the Seller shall deliver to the Buyer (or Buyer’s designee as provided in Section 11.6 hereof) one or more certificates representing all of the Shares Shares, duly endorsed for transfer to the Buyer, executed in blank or with separate accompanied by stock powers attached thereto duly endorsed executed in blank, in proper form for transfer, with all appropriate stock transfer to the Buyertax stamps affixed; (b) the Buyer Seller shall deliver to Buyer the Seller minute books, stock ledgers, corporate seal and all other corporate books and records of the Estimated Payment AmountCompany and the Subsidiaries, which delivery may be effected by wire transfer leaving the foregoing books, ledgers, seal and records in the offices of immediately available funds to a bank account designated by the Seller in writing prior to Company and the ClosingSubsidiaries as of the Closing Date; (c) the Buyer shall deliver to Seller the Seller a certificate representing Purchase Price as due and payable at the number of shares of Buyer Common Stock to be issued Closing (taking into account the Non-Disputed Initial Adjustment Amount) (the “Closing Purchase Price Payment”), by the Buyer Wire Transfer. Any disputed adjustments to the Seller at the Closing;Purchase Price shall be resolved and paid in accordance with Section 3.3 below. (d) Each party hereto shall deliver to the closing other the opinions, certificates and other documents documents, as applicable, required to be delivered by such party pursuant to this Agreement will be exchanged;Article VIII hereof; and (e) Upon receipt of the Shares, Buyer shall deliver to Seller a receipt evidencing receipt of the Shares and, upon receipt of the Closing Purchase Price Payment, Seller shall deliver to the Buyer copies of resolutions a receipt evidencing receipt of the Seller and Berwind certified by the Secretary of the Seller and Berwind, respectively, authorizing the execution, delivery and performance of this Agreement and the transactions contemplated hereby; (f) the Buyer shall deliver to the Seller copies of resolutions of the Board of Directors of the Buyer certified by the Secretary of the Buyer, authorizing the execution, delivery and performance of this Agreement and the transactions contemplated hereby; and (g) the Seller shall deliver to the Buyer documents evidencing the termination of the agreements and delivery of documents described in Section 3.2(h) and (i)Closing Purchase Price Payment.

Closing Deliveries. Subject to the terms and conditions hereof, at (a) At the Closing, the Rollover Holder shall deliver to Merger Sub: (ai) certificates evidencing ownership under applicable Law of the Seller shall deliver to the Buyer certificates representing the Shares duly endorsed for transfer to the BuyerCompany Exchange Shares, or with separate appropriate stock powers or other instruments of transfer and requisite tax stamps attached thereto duly endorsed for transfer to the Buyerand properly signed; (bii) a certificate of an authorized officer of the Rollover Holder or, in the case the Rollover Holder is a natural person, of the Rollover Holder, stating that (A) the Buyer shall deliver representations and warranties of the Rollover Holder in this Agreement and the Stockholder Agreement to which the Seller Rollover Holder is a party are true and correct at and as of the Estimated Payment Amount, date hereof and at and as of the Closing Date as though made as of the Closing Date and (B) the Rollover Holder has performed and complied in all material respects with each of the covenants and agreements required to be performed by wire transfer of immediately available funds it under this Agreement or the Stockholder Agreement to which the Rollover Holder is a bank account designated by the Seller in writing party at or prior to the Closing; (ciii) a duly completed and executed IRS Form W-9 (or, if the Rollover Holder is a non-U.S. person, a duly completed and executed IRS Form ▇-▇▇▇▇, ▇-▇▇▇▇-▇, ▇-▇▇▇▇ or W-8IMY, as appropriate); (iv) such other documents, instruments and certificates as Parent and Merger Sub may reasonably request in connection with the transactions contemplated by this Agreement; and (v) a certificate of an authorized officer of each Securityholder party to a Stockholder Agreement that is not also party to a Rollover Agreement (an “Applicable Stockholder”) or, in the case the Applicable Stockholder is a natural person, of the Applicable Stockholder, stating that (A) the Buyer representations and warranties of the Applicable Stockholder in such Person’s Stockholder Agreement are true and correct at and as of the date of such Stockholder Agreement and at and as of the Closing Date as though made as of the Closing Date and (B) the Applicable Stockholder has performed and complied in all material respects with each of the covenants and agreements required to be performed by it under such Stockholder Agreement at or prior to the Closing. (b) At the Closing, Merger Sub shall deliver to the Seller a certificate representing Rollover Holder: (i) evidence of registration of the number Parent Exchange Shares in book-entry form in the name of shares of Buyer Common Stock to be issued the Rollover Holder; and (ii) such other documents, instruments and certificates as the Rollover Holder may reasonably request in connection with the transactions contemplated by the Buyer to the Seller at this Agreement. (c) At the Closing; (d) the closing certificates and other documents required to be delivered pursuant to this Agreement will be exchanged; (e) the Seller , Parent shall deliver to the Buyer copies Rollover Holder: (i) a certificate of resolutions an authorized officer of Parent stating that (A) the representations and warranties of Parent and Merger Sub in this Agreement (x) other than Section 2.1(d) are true and correct in all material respects (without giving effect to any limitation as to “materiality” or “Parent Material Adverse Effect” set forth therein) at and as of the Seller date hereof and Berwind certified by the Secretary true and correct in all respects at and as of the Seller Closing Date as though made at and Berwindas of the Closing Date (except to the extent expressly made as of a specified date, respectivelyin which case only as of such date) and (y) in Section 2.1(d) are true and correct in all but de minimis respects at and as of the date hereof and at and as of the Closing Date as though made at and as of the Closing Date (except to the extent expressly made as of a specified date, authorizing in which case only as of such date) and (B) Parent and Merger Sub have performed and complied in all material respects with each of the execution, delivery covenants and performance of agreements required to be performed by them under this Agreement and the transactions contemplated hereby; (f) the Buyer shall deliver at or prior to the Seller copies of resolutions of the Board of Directors of the Buyer certified by the Secretary of the Buyer, authorizing the execution, delivery and performance of this Agreement and the transactions contemplated herebyClosing; and (gii) such other documents, instruments and certificates as the Seller shall deliver to Rollover Holder may reasonably request in connection with the Buyer documents evidencing the termination of the agreements and delivery of documents described in Section 3.2(h) and (i)transactions contemplated by this Agreement.

Closing Deliveries. Subject On the Closing Date, the parties shall make, execute, acknowledge and deliver (as applicable), or cause to be made, executed, acknowledged and delivered the terms and conditions hereoffollowing (collectively, at the Closing:“Closing Documents”): (a) the Seller shall deliver to the Buyer certificates representing the Shares duly endorsed for transfer to the Buyer, or with separate stock powers attached thereto duly endorsed for transfer to the BuyerThis Agreement; (b) An Assignment of Assignment of Leases and Rents with respect to each Loan and each of (i) the Buyer shall deliver Contribution and (ii) the DRE Borrower Assignment, each in form and substance acceptable to the Seller the Estimated Payment Amount, parties and to be publicly recorded by wire transfer of immediately available funds to a bank account designated by the Seller in writing prior counsel to the ClosingContributor; (c) An Assignment of Fee and Leasehold Mortgage and Security Agreement with respect to each Loan and each of (i) the Buyer shall deliver Contribution and (ii) the DRE Borrower Assignment, each in form and substance acceptable to the Seller a certificate representing the number of shares of Buyer Common Stock parties and to be issued publicly recorded by the Buyer counsel to the Seller at the ClosingContributor; (d) An Allonge to Promissory Note with respect to each Loan and each of (i) the closing certificates Contribution and other documents required (ii) the DRE Borrower Assignment, each in form and substance acceptable to be delivered pursuant the parties, and an original (wet ink) of any promissory note with respect to this Agreement will be exchangedeach Loan; (e) An Omnibus Assignment with respect to each Loan and each of (i) the Seller shall deliver Contribution and (ii) the DRE Borrower Assignment, each in form and substance acceptable to the Buyer copies of resolutions parties; ​ ​ ‌ Ex10.3 ​ ​ (f) UCC-3 financing statements in connection with (i) the Contribution, (ii) the DRE Borrower Assignment and (iii) the termination of the Seller Loans, each in form and Berwind certified substance acceptable to the parties and to be publicly filed by counsel to the Secretary Contributor; (g) An Omnibus Termination and Release of Loan Documents with respect to each Loan in form and substance acceptable to the Seller parties; (h) A Termination of Assignment of Leases and Berwind, respectively, Rents with respect to each Loan in form and substance acceptable to the parties and to be publicly recorded by counsel to the Contributor; (i) A Release of Fee and Leasehold Mortgage and Security Agreement with respect to each Loan in form and substance acceptable to the parties and to be publicly recorded by counsel to the Contributor; (j) The Contingent Purchase Agreement in form and substance acceptable to the parties; (k) The OP Agreement and OP Amendment; (l) Contributor’s Internal Revenue Service Form W-9; and (m) A copy of all appropriate corporate resolutions or partnership actions authorizing the execution, delivery and performance by the Operating Partnership of this Agreement Agreement, any related documents and the transactions contemplated herebydocuments listed in this Section 3.3; (f) the Buyer shall deliver to the Seller copies of resolutions of the Board of Directors of the Buyer certified by the Secretary of the Buyer, authorizing the execution, delivery and performance of this Agreement and the transactions contemplated hereby; and (g) the Seller shall deliver to the Buyer documents evidencing the termination of the agreements and delivery of documents described in Section 3.2(h) and (i).

Closing Deliveries. Subject Administrative Agent shall have received the following documents, instruments, agreements, and other information, each of which shall be in form and substance and executed in such counterparts as shall be acceptable to Administrative Agent and Required Lenders and each of which shall, unless otherwise indicated, be dated the terms and conditions hereof, at the ClosingClosing Date: (ai) the Seller shall deliver to the Buyer certificates representing the Shares duly endorsed for transfer to the Buyer, or with separate stock powers attached thereto duly endorsed for transfer to the Buyerthis Agreement; (bii) the Buyer shall deliver a Note payable to the Seller order of each Lender in the Estimated Payment Amountamount of such Lender's Commitment, duly executed by wire transfer of immediately available funds to a bank account designated by the Seller in writing prior to the ClosingBorrower; (ciii) the Buyer shall deliver to the Seller a certificate representing the number of shares of Buyer Common Stock to be issued Mortgage duly executed by the Buyer appropriate Person covering the Sterling Gas Plant, accompanied by such financing statements requested by Administrative Agent to perfect the Seller at Lien granted by the ClosingMortgage; (div) Existing Mortgage Amendments duly executed by the appropriate Person; (v) a Guaranty Agreement duly executed by each of Borrower's Subsidiaries (excluding REFC); (vi) a Pledge Agreement duly executed by Borrower and its Subsidiaries, as appropriate, together with (A) certificates evidencing (1) 100% of the issued and outstanding Equity of Borrower's Subsidiaries and (2) 50% of the issued and outstanding Equity of GLEP (all certificates delivered pursuant to this provision shall be duly endorsed or accompanied by duly executed blank stock powers), and (B) accompanied by such financing statements executed by Borrower as Administrative Agent shall request to perfect the Liens granted pursuant to the Pledge Agreement; (vii) an opinion of Vins▇▇ & ▇lki▇▇ ▇.L.P., special counsel for Borrower and its Subsidiaries, favorably opining as to the enforceability of each of the Loan Documents executed and delivered by Borrower and its Subsidiaries and to such other matters as Administrative Agent or Required Lenders may reasonably request; (viii) certificates executed by an Authorized Officer of Borrower stating that (A) the closing representations and warranties of Borrower contained in this Agreement and the other Loan Documents are true and correct in all respects, (B) no Default or Event of Default has occurred which is continuing, and (C) all conditions set forth in this SECTION 6.01 and in SECTION 6.02 have been satisfied; (ix) such resolutions, certificates and other documents required to be delivered pursuant to this Agreement will be exchanged; (e) the Seller shall deliver relating to the Buyer copies of resolutions existence of the Seller and Berwind certified by Loan Parties, the Secretary of the Seller and Berwindcorporate, respectivelypartnership, authorizing or limited liability company authority for the execution, delivery and performance of this Agreement Agreement, the Notes, the other Loan Documents, and the transactions contemplated hereby; (f) the Buyer shall deliver certain other matters relevant hereto, in form and substance satisfactory to the Seller copies of Administrative Agent, which resolutions, certificates and documents include resolutions of the Board directors of Directors of the Buyer certified by the Secretary of the Buyer, each Loan Party authorizing the execution, delivery delivery, and performance of this Agreement the Loan Documents and certificates of incumbency for each Loan Party; (x) all documents required by Administrative Agent to evidence that the GLEP Transaction has closed, which must occur on or before September 30, 1999; (xi) Agents have completed a review of the policies and procedures of Borrower and its Subsidiaries with respect to compliance with Environmental Laws, and Agents are reasonably satisfied with the results of that review; (xii) title information with respect to Borrower's Oil and Gas Properties and the transactions contemplated herebySterling Gas Plant sufficient to enable Agents or their counsel to review title to that part of the Properties deemed necessary by Agents, and Agents are reasonably satisfied with the results of that review; and (gxiii) an unaudited pro forma consolidated balance sheet of Borrower and its Consolidated Subsidiaries which projects the Seller shall deliver financial condition of Borrower and its Consolidated Subsidiaries as at the Closing Date after giving effect to the Buyer documents evidencing initial extensions of credit under this Agreement and which enables Agents to verify that Borrower will have adequate liquidity on and after the termination Closing Date, in the sole judgment of the agreements and delivery of documents described in Section 3.2(h) and (i)Agents.

Closing Deliveries. Subject to the terms and conditions hereof, at At the Closing: (a) the Seller Target shall deliver or cause to be delivered to Acquiror the following: (i) a certificate of the Secretary of Target, in form and substance satisfactory to Acquiror and its counsel, regarding Target's Charter Documents, good standing, all board and stockholder resolutions relating to the Buyer certificates representing Transactions contemplated by this Agreement and the Shares duly endorsed incumbency of Target's officers; (ii) letters of resignation in the name of and executed by each (A) member of each Target Group Member's Board of Directors resigning his/her position as a director of such company effective as of the Closing Date, and (B) officer of each Target Group Member resigning his/her position as an officer of such company effective as of the Closing Date, in each case, except as otherwise agreed to by the Parties; (iii) executed counterparts to each of the Transaction Documents to which Target is a party; (iv) evidence satisfactory to Acquiror that all the Safeguard Notes, the Safeguard Warrant and the Progress Warrant have been canceled and surrendered as provided in this Agreement; (v) bank account signature cards for transfer each account of each Target Group Member; (vi) the Required Consents; (vii) all corporate, minute and stock records of each Target Group Member; and (viii) Employment Agreements, each in a form mutually satisfactory, entered into on or prior to the Buyer, or with separate stock powers attached thereto duly endorsed for transfer to date hereof by Target and each of the Buyer;individuals listed on Schedule 2.12(a)(viii). (b) the Buyer applicable Securityholder Documents, executed as appropriate, shall deliver to be delivered by each Holder of the Seller Safeguard Notes, the Estimated Payment AmountSafeguard Warrant, the Progress Warrant and Target Preferred Stock, the members of the Management Group and the other directors of Target and other Persons specified by wire transfer of immediately available funds to a bank account designated by the Seller in writing prior to the Closing;Acquiror. (c) the Buyer Acquiror shall deliver the following: (i) irrevocable instructions to its transfer agent to deliver the Merger Consideration deliverable in respect of each Holder who has executed and delivered the applicable Securityholder Documents; and (ii) a certificate of Acquiror's Secretary, in form and substance satisfactory to the Seller a certificate representing the number Holders and their counsel, regarding Acquiror's articles of shares of Buyer Common Stock to be issued by the Buyer incorporation, bylaws, good standing, all board resolutions relating to the Seller at Transactions contemplated by this Agreement and the Closing;incumbency of Acquiror's officers; and (iii) executed counterparts to each of the Transaction Documents to which Acquiror is a party. (d) Each member of the closing certificates Management Group other than Robert F. Bernstock shall deliver an executed Non-Competition and other documents required to be delivered pursuant to this Agreement will be exchanged;▇▇▇-▇▇▇▇▇▇▇▇▇▇▇▇ ▇greement in a mutually satisfactory form. (e) the Seller Target shall deliver to the Buyer copies of resolutions of the Seller and Berwind certified by file with the Secretary of State of Delaware a duly executed and verified Certificate of Merger, as required by the Seller and BerwindDGCL, respectively, authorizing the execution, delivery and performance of this Agreement and the transactions contemplated hereby; (f) Parties shall take all such other and further actions as may be required by law to make the Buyer shall deliver Merger effective upon the terms and subject to the Seller copies of resolutions of the Board of Directors of the Buyer certified by the Secretary of the Buyer, authorizing the execution, delivery and performance of this Agreement and the transactions contemplated hereby; and (g) the Seller shall deliver to the Buyer documents evidencing the termination of the agreements and delivery of documents described in Section 3.2(h) and (i)conditions hereof.

Closing Deliveries. Subject to the terms and conditions hereof, at At the Closing: (a) , the Seller shall deliver to the Buyer certificates representing Purchaser: the Shares duly endorsed for transfer tangible Acquisition Assets, it being understood that certain of the Acquisition Assets will be delivered to Purchaser in connection with the training described in Section 4 of the License Agreement; an executed counterpart of a ▇▇▇▇ of sale, assignment and assumption agreement in the form attached hereto as Exhibit A (the “▇▇▇▇ of Sale”), with respect to the BuyerCEC Agreements and the ▇▇▇▇▇▇▇▇ Agreement, or together with separate stock powers attached thereto duly endorsed for transfer such other assignments and conveyances as the Purchaser may reasonably require to assure the full and effective sale, transfer, conveyance, assignment and delivery to the Buyer; Purchaser of the Acquisition Assets free and clear of any Encumbrances; an executed counterpart of a license agreement in the form attached hereto as Exhibit B (b) the Buyer shall deliver “License Agreement”); assignments, in recordable form, with respect to the Seller the Estimated Payment AmountAssigned Patents, by wire transfer of immediately available funds to a bank account designated duly executed by the Seller and in writing prior form and substance reasonably satisfactory to the Closing; (c) Purchaser, together with the Buyer shall deliver to the Seller original letters patent with respect thereto, as available; a certificate representing the number certified copy of shares of Buyer Common Stock to be issued resolutions duly adopted by the Buyer to the Seller at the Closing; (d) the closing certificates and other documents required to be delivered pursuant to this Agreement will be exchanged; (e) the Seller shall deliver to the Buyer copies board of resolutions directors of the Seller authorizing and Berwind certified by approving the Secretary of the Seller execution and Berwind, respectively, authorizing the execution, delivery and performance of this Agreement and the License Agreement, including the exhibits and schedules hereto and thereto, and the consummation of the transactions contemplated hereby; (f) the Buyer shall deliver hereby and thereby; notification, if any, to the Seller copies of resolutions DOE of the Board of Directors of the Buyer certified by the Secretary of the Buyer, authorizing the execution, delivery terms and performance conditions of this Agreement and the License Agreement in form and substance deemed necessary by the Seller in its sole discretion to consummate this Agreement and the License Agreement; notification to ▇▇▇▇▇▇▇▇ of the assignment to and assumption by the Purchaser of the ▇▇▇▇▇▇▇▇ Agreement in form and substance reasonably satisfactory to the Purchaser; a written consent of the CEC of the assignment to and assumption by the Purchaser of the CEC Agreements in form and substance reasonably satisfactory to the Parties; U.S. Residency Certificate relating to Seller, issued by the U.S. Department of Treasury (Internal Revenue Service); a fully completed and executed Application Form for Income Tax Convention, in the form attached hereto as Exhibit C; consent of TKK, to the extent required for consummation of the transactions contemplated herebyhereby and by the License Agreement, it being understood and agreed that the “Consent for Assignment and License” executed by TKK on June 9, 2006 fully satisfied this delivery requirement and all related closing conditions herein; and a certificate, duly executed by or on behalf of Seller, as to whether each condition specified in Sections 7.1(a), (gb), and (c) has been satisfied; evidence from the Seller appropriate Governmental Authorities that the payments contemplated under this Agreement are not subject to withholding taxes; and such other documents, including certificates of the Seller, as may be required by this Agreement or otherwise reasonably requested by the Purchaser. At the Closing, the Purchaser shall deliver the following to the Buyer documents evidencing Seller: the termination Purchase Price set forth in Section 2.3; an executed counterpart of the agreements ▇▇▇▇ of Sale; an executed counterpart of the License Agreement; evidence of approval by the governing body of the Purchaser of this Agreement and delivery the License Agreement, including the exhibits and schedules hereto and thereto, and the consummation of documents described the transactions contemplated hereby and thereby; a State of Arizona transaction privilege tax exemption certificate from the Purchaser in Section 3.2(hthe form attached as Exhibit D; a certificate, duly executed by or on behalf of Purchaser, as to whether each condition specified in Sections 7.2(a) and (i)b) has been satisfied; and such other documents, including certificates of the Purchaser, as may be required by this Agreement or otherwise reasonably requested by the Seller.

Closing Deliveries. Subject 8.1 At or prior to the terms and conditions hereof, at the Closing: 8.1.1 Seller shall execute, acknowledge and deliver to Purchaser in respect of the Property a limited warranty deed, in the form attached hereto as Exhibit M and made a part hereof (the “Deed”). 8.1.2 Seller shall execute, acknowledge and deliver to Purchaser an assignment of all of Seller’s right, title and interest as landlord or otherwise under each of the Space Leases in respect of the Property, and of any security deposits required thereunder to be held by Seller on the date of the Closing (unless Seller elects to credit any of such security deposits to the Purchase Price), in the form attached hereto as Exhibit N and made a part hereof (the “Assignment of Space Leases”), and shall deliver to Purchaser (a) executed originals or copies (if Seller does not have originals in its possession), of each of such Space Leases. 8.1.3 Seller shall execute and deliver to Purchaser notices to the Space Lessees under the Space Leases advising them of the sale of the Property in the form attached hereto as Exhibit O and made a part hereof. 8.1.4 Seller shall execute, acknowledge and deliver to Purchaser an omnibus assignment (the “Omnibus Assignment”), in the form attached hereto as Exhibit P and made a part hereof conveying and transferring to Purchaser all right, title and interest of Seller, if any, in and to all Personal Property, Improvements, Permits, Warranties, Intangible Personal Property, Plans and Leasing Brokerage Agreements relating to the Property and Plans. 8.1.5 To the extent in Seller’s possession or control, Seller shall deliver to Purchaser (a) all keys, access cards and security codes to all portions of the Buyer certificates representing Property and the Shares duly endorsed for transfer to the BuyerBuilding, or with separate stock powers attached thereto duly endorsed for transfer to the Buyer; (b) all presently effective warranties or guaranties from any contractors, subcontractors, suppliers, manufacturers, servicemen or materialmen in connection with any of the Buyer Personal Property or any construction, renovation, repairs or alterations of the Property including the Building, the Improvements or any tenant improvements (collectively, the “Warranties”), and (c) copies of all as-built plans and specifications for the Building (the “Plans”). 8.1.6 Seller shall deliver to Purchaser a certificate, duly executed and acknowledged by Seller, in accordance with Section 1445 of the Code (a “FIRPTA Certificate”). 8.1.7 Seller shall deliver to Purchaser limited liability company resolutions of Seller and consents of its members in customary form reasonably satisfactory to the Estimated Payment AmountTitle Company, authorizing the transaction contemplated herein and the execution and delivery of the documents required to be executed and delivered hereunder. 8.1.8 Seller shall deliver to Purchaser a certificate of Seller, dated as of the Closing, certifying to the fulfillment of the conditions set forth in Section 9.2.2 hereof (the “Bring Down Certificate”). 8.1.9 (a) Seller shall after the date hereof request and use commercially reasonable efforts to obtain from each Space Lessee an estoppel (“Estoppel”) which shall be either (i) in the form attached hereto as Exhibit Q and made a part hereof or (ii) in the event any Space Lease provides for the form of Estoppel that the Space Lessee thereunder shall be required to deliver to the landlord under such Space Lease or set(s) forth the matters to be contained in such an Estoppel in connection with a sale and/or ground lease and/or mortgaging of all or any part of the Property, in such form or containing those matters required to be addressed by wire transfer such Space Lessee. Seller shall deliver copies of immediately available funds each Estoppel to Purchaser for its review promptly following receipt thereof. Notwithstanding the foregoing, other than Estoppels from (i) Hachette Filipacchi Media, U.S., Inc., (ii) M▇▇▇▇▇▇ Securities Co. L.P., (iii) HQ Global Workplaces LLC, (iv) Greenwich Hospital, (v) Greenwich Capital Markets, Inc., (vi) VCS Group LLC, (vii) Wallersutton 2000 Management, LLC (viii) W▇▇▇▇▇▇ Breed A▇▇▇▇▇ & M▇▇▇▇▇, LLC, (ix) Drs. T▇▇▇▇ & M▇▇▇▇▇, P.C. and (x) P▇▇▇▇▇ Gynecology & Obstetrics of Greenwich, P.C. (collectively, the “Identified Tenants”), the obtaining and delivery of Estoppels shall not be a bank account designated by condition to Purchaser’s obligation to close hereunder. In the event all Tenant Improvement Costs for the Identified Tenants in (ix) and (x) above are fully paid at or prior to Closing (and Seller in writing provides Purchaser with reasonable evidence of such payment), Identified Tenant Estoppels for such tenants shall not be a condition to Purchaser’s obligations hereunder. On or before the second (2nd) Business Day prior to the Closing; (c) , as a condition to Purchaser’s obligation to close, Purchaser shall have received an Estoppel from each Identified Tenant in the Buyer shall deliver form attached to the Space Lease between Seller a certificate representing and such Estoppel Tenant or in the number form of shares Estoppel attached as Exhibit Q (collectively, the “Identified Tenant Estoppel”). 8.1.10 Seller shall execute, acknowledge and deliver all required Connecticut transfer state and local tax returns in respect of Buyer Common Stock to be issued by the Buyer to Property (the Seller at the Closing;“State Transfer Tax Return”). (d) the closing certificates and other documents required to be delivered pursuant to this Agreement will be exchanged; (e) the 8.1.11 Seller shall deliver a fully executed commission agreement with respect to the Buyer copies of resolutions of the Seller and Berwind certified by the Secretary of the Seller and Berwind, respectively, authorizing the execution, delivery and performance of this Agreement and the transactions contemplated hereby;HQ Global Workplaces LLC. (f) the Buyer shall deliver to the Seller copies of resolutions of the Board of Directors of the Buyer certified by the Secretary of the Buyer, authorizing the execution, delivery and performance of this Agreement and the transactions contemplated hereby; and (g) the 8.1.12 Seller shall deliver a fully executed consent to the Buyer documents evidencing the termination sublease of the agreements and delivery leased premises of documents described in Section 3.2(h) and (i).Hachette Filipacchi Media, U.S., Inc.

Closing Deliveries. Subject At Closing, the parties hereto will deliver or cause to be delivered the following, fully executed and in form and substance reasonably satisfactory to the terms receiving party(ies): (1) ACS2 will deliver to Dynamic stock certificates of ACS2, duly endorsed by the original ACS2 Stockholders or with stock powers attached, representing all of the issued and conditions hereofoutstanding shares of ACS2 Common Stock; provided, however, that a failure by ACS2 to deliver the same will not be deemed a breach of this Agreement. (2) Dynamic will deliver to the Original ACS2 Stockholders' certificates representing the shares of Dynamic Common Stock comprising the Merger Consideration set forth in Article II, less the stock to be held subject to the Escrow Agreement. Certificates evidencing stock to be held in escrow will instead be delivered to the escrow agent pursuant to such Escrow Agreement. (3) Each will deliver to the other parties and the Original ACS2 Stockholders 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. (4) Each party will deliver an opinion of its legal counsel, in form and substance reasonably acceptable to the receiving party(ies). (5) Each party will deliver the Certificates of Merger in form acceptable for filing with the applicable Secretaries of State. (6) Each party thereto will deliver to the other parties thereto the Escrow Agreement and Registrations Rights Agreement. (7) Dynamic will deliver to Kevin D. Lee, the Employment Agree▇▇▇▇ ▇▇▇ ▇▇▇ck Option Agreement referenced in the Contribution Agreement. (8) 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: (ai) Certificates of Existence and/or "Good Standing" regarding the Seller shall deliver to the Buyer certificates representing the Shares duly endorsed for transfer to the Buyerdelivering party and its subsidiaries, or with separate stock powers attached thereto duly endorsed for transfer to the Buyer; (b) the Buyer shall deliver to the Seller the Estimated Payment Amount, by wire transfer of immediately available funds to a bank account designated certified by the Seller in writing prior to the appropriate Secretary of State and dated within (10) business days of Closing; (cii) Incumbency Certificates certifying the Buyer shall deliver to the Seller a certificate representing the number of shares of Buyer Common Stock to be issued by the Buyer to the Seller at the Closing; (d) the closing certificates and other documents required to be delivered pursuant to this Agreement will be exchanged; (e) the Seller shall deliver to the Buyer copies of resolutions identity of the Seller and Berwind certified by the Secretary officers of the Seller delivering party and Berwind, respectively, authorizing the execution, delivery and performance of this Agreement and the transactions contemplated hereby; (f) the Buyer shall deliver to the Seller copies of resolutions of the Board of Directors of the Buyer certified by the Secretary of the Buyer, authorizing the execution, delivery and performance of this Agreement and the transactions contemplated herebyits subsidiaries; and (giii) Charters, Operating Agreement or Certificates of Incorporation, as certified by the Seller shall deliver to the Buyer documents evidencing the termination appropriate Secretary of State within ten (10) business days of Closing, and Bylaws, as certified by an appropriate officer as of Closing, of the agreements delivering party and delivery of documents described in Section 3.2(h) and (i)its subsidiaries.

Closing Deliveries. Subject to To effectuate the terms and conditions hereof, at the Closingtransactions contemplated hereby: (a) the Seller SGII shall deliver to the Buyer certificates representing Company at the Shares duly endorsed for transfer to Initial Closing all of the Buyer, or with separate stock powers attached thereto duly endorsed for transfer to the Buyer;following: (b1) a certified copy of the Buyer shall deliver to the Seller the Estimated Payment Amount, by wire transfer of immediately available funds to a bank account designated by the Seller in writing prior to the Closing; (c) the Buyer shall deliver to the Seller a certificate representing the number of shares of Buyer Common Stock to be issued by the Buyer to the Seller at the Closing; (d) the closing certificates and other documents required to be delivered pursuant to this Agreement will be exchanged; (e) the Seller shall deliver to the Buyer copies of resolutions of the Seller and Berwind certified by the Secretary SGII's board of the Seller and Berwind, respectivelydirectors, authorizing the execution, delivery execution and performance of this Agreement and the transactions contemplated herebyall documents to be delivered in connection with this Agreement; (f2) an irrevocable proxy to the Buyer Company in such form as the Company shall specify naming such party as the Company shall determine the proxy for SGII with respect to any and all votes SGII may now or in the future be entitled to with respect to the Escrowed Stock; and (3) an assignment separate from certificate, duly executed in blank, for the Escrowed Stock; and (b) SGII shall deliver to the Seller copies Company at each Closing (including, as applicable, the Initial Closing) an assignment separate from certificate, duly executed in blank, for the particular Escrowed Stock as to which Regulatory Approval has been received or which has been released from the Escrow for any other reason whatsoever and, certificates representing such Escrowed Stock; and (c) the Company shall deliver at Initial Closing to SGII all of the following: (1) a certified copy of resolutions of the Board Company's board of Directors of the Buyer certified by the Secretary of the Buyerdirectors, authorizing the execution, delivery execution and performance of this Agreement and all documents to be delivered in connection with this Agreement; (2) the transactions contemplated herebyoriginal Note marked "cancelled"; and (g3) the Seller shares of Common Stock constituting part of the Redemption Consideration; provided, however, the Company acknowledges that it is hereby instructed by SGII to issue the number of shares of Common Stock which constitutes part of the Redemption Consideration to the parties and in the amounts set forth on Exhibit A attached hereto and SGII hereby agrees that it shall be responsible for the compliance by such parties with SGII's and their obligations hereunder; (d) in the event the Escrowed Stock is cancelled (in whole or in part) prior to release from the Escrow, SGII shall deliver to the Buyer documents evidencing the termination Company a general release of the agreements Company from all claims in connection with the Escrowed Stock, except for obligations of the Company under this Agreement; and (e) the parties shall execute and delivery of documents described in Section 3.2(h) deliver at any Closing, or any time thereafter, such further documents, and (i)shall perform such further acts, as may be necessary or desirable to effectuate the transactions contemplated by this Agreement.

Closing Deliveries. Subject to the terms and conditions hereof, at the Closing: (a) the Seller shall deliver to the Buyer certificates representing the Shares duly endorsed for transfer to the Buyer, On or with separate stock powers attached thereto duly endorsed for transfer to the Buyer; (b) the Buyer shall deliver to the Seller the Estimated Payment Amount, by wire transfer of immediately available funds to a bank account designated by the Seller in writing prior to the Closing, the Company shall issue, deliver or cause to be delivered to each Purchaser the following (the “Company Deliverables”): (i) this Agreement, duly executed by the Company; (cii) the Buyer shall deliver unless otherwise agreed to the Seller a certificate representing the number of shares of Buyer Common Stock to be issued by the Buyer Company and a Purchaser (as to itself only), facsimile copies of one or more stock certificates, free and clear of all restrictive and other legends (except as provided in Section 4.1(b) hereof), evidencing the Seller at Shares subscribed for by such Purchaser hereunder, registered in the name of such Purchaser as set forth on the Stock Certificate Questionnaire included as Exhibit C-2 hereto (the “Stock Certificates”), with the original Stock Certificates delivered within three Trading Days of Closing; (diii) unless otherwise agreed to by the closing certificates Company and other documents required a Purchaser (as to be delivered itself only), facsimile copies of one or more Warrants, executed by the Company and registered in the name of such Purchaser as set forth on the Stock Certificate Questionnaire included as Exhibit C-2 hereto, pursuant to this Agreement will which such Purchaser shall have the right to acquire such number of Warrant Shares equal to 50% of the number of Shares issuable to such Purchaser pursuant to Section 2.2(a)(ii), rounded up to the nearest whole share (provided, however, that in the event any Purchasers are Affiliates of each other, all Shares purchased by such Purchasers shall be exchangedaggregated together for the purpose of determining the aggregate number of Warrant Shares subject to all Warrants purchased by such Purchasers), on the terms set forth therein, with the original Warrants delivered within three Trading Days of Closing; (eiv) a legal opinion of Company Counsel, dated as of the Closing Date and in substantially the form attached hereto as Exhibit D, executed by such counsel and addressed to the Purchasers and the Placement Agents; (v) the Seller shall deliver Registration Rights Agreement, duly executed by the Company; (vi) duly executed Irrevocable Transfer Agent Instructions acknowledged in writing by the Transfer Agent instructing the Transfer Agent to deliver, on an expedited basis, a certificate evidencing a number of Shares equal to such Purchaser’s Subscription Amount divided by the Buyer copies Purchase Price, registered in the name of resolutions such Purchaser; (vii) a certificate of the Seller and Berwind certified by the Secretary of the Seller and BerwindCompany (the “Secretary’s Certificate”), respectivelydated as of the Closing Date, authorizing (a) certifying the execution, delivery and performance of this Agreement and the transactions contemplated hereby; (f) the Buyer shall deliver to the Seller copies of resolutions of adopted by the Board of Directors of the Buyer certified Company or a duly authorized committee thereof approving the transactions contemplated by the Secretary of the Buyer, authorizing the execution, delivery and performance of this Agreement and the transactions contemplated herebyother Transaction Documents and the issuance of the Securities, (b) certifying the current versions of the certificate of incorporation, as amended, and by-laws of the Company and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company, in the form attached hereto as Exhibit F; (viii) the Compliance Certificate referred to in Section 5.1(i); (ix) a Lock-Up Agreement, substantially in the form of Exhibit I hereto (the “Lock-Up Agreement”) executed by each person listed on Exhibit J hereto, and each such Lock-Up Agreement shall be in full force and effect on the Closing Date; (x) a certificate evidencing the formation and good standing of the Company issued by the Commonwealth of Pennsylvania as of a date within five days of the Closing Date; (xi) a certificate evidencing the Company’s qualification as a foreign corporation and good standing issued by the jurisdictions where the company is qualified to do business as a foreign corporation as of a date within five days of the Closing Date; and (gxii) a certified copy of the certificate of incorporation of the Company, as certified by the Commonwealth of Pennsylvania, as of a date within 10 days of the Closing Date; (b) On or prior to the Closing, each Purchaser shall deliver or cause to be delivered to the Company the following, with respect to such Purchaser (the “Purchaser Deliverables”): (i) this Agreement, duly executed by such Purchaser; (ii) unless otherwise agreed to by the Company and a Purchaser (as to itself only), its Subscription Amount, in United States dollars and in immediately available funds, in the amount set forth as the “Purchase Price” indicated below such Purchaser’s name on the applicable signature page hereto under the heading “Aggregate Purchase Price (Subscription Amount)” by wire transfer to the Escrow Account, as set forth on Exhibit H attached hereto; (iii) the Seller shall deliver Registration Rights Agreement, duly executed by such Purchaser; (iv) a fully completed and duly executed Selling Stockholder Questionnaire in the form attached as Annex B to the Buyer documents evidencing Registration Rights Agreement; and (v) a fully completed and duly executed Accredited Investor Questionnaire, satisfactory to the termination of Company, and Stock Certificate Questionnaire in the agreements forms attached hereto as Exhibits C-1 and delivery of documents described in Section 3.2(h) and (i)C-2, respectively.

Closing Deliveries. Subject to the terms and conditions hereof, at At the Closing: (a) the Seller Sellers shall deliver deliver, or cause to be delivered, to the Buyer Purchaser or its designees: (i) certificates representing evidencing the Shares Interests, duly endorsed for in blank or accompanied by an instrument of assignment and assumption of the Interests duly executed by the Sellers evidencing transfer to the Buyer, or with separate stock powers attached thereto duly endorsed for transfer to Purchaser of the BuyerInterests; (bii) the Buyer shall deliver to the Seller the Estimated Payment Amount, by wire transfer of immediately available funds to a bank account designated by the Seller in writing prior to the Closing; (c) the Buyer shall deliver to the Seller a certificate representing pursuant to Section 1445(b)(2) of the number Code from each of shares of Buyer Common Stock the Dighton Seller and the Milford Seller, in each case providing that such Seller (or if such Seller is a disregarded entity for U.S. federal income tax purposes, such Seller’s first regarded parent entity) is not a foreign person, substantially in the form provided in Treasury Regulation Section 1.1445-2(b)(2)(iv)(B) (the “FIRPTA Certificates”); provided that the Purchaser’s sole right in the event the Sellers fail to be issued by the Buyer to the Seller at the Closing; (d) the closing certificates and other documents required cause such FIRPTA Certificates to be delivered pursuant to this Agreement will clause (ii) shall be exchangedto make an appropriate withholding to the extent determined in the Purchaser’s sole discretion to be required by Section 1445 of the Code; (eiii) the Seller shall deliver Guaranty, substantially in the form attached hereto as Exhibit A; (iv) evidence reasonably satisfactory to the Buyer copies Chicago Title Insurance Company or such other nationally-recognized title company as Purchaser may select (the “Title Company”) of resolutions the satisfaction and discharge of all Liens securing Indebtedness for borrowed money, capitalized lease obligations and mechanics and materialman’s liens that are not Permitted Liens (A) payable by the Acquired Companies, (B) secured by any of the Assets or (C) which otherwise constitute Liens on any of the Assets; (v) affidavits to the Title Company from each Seller in the form attached as Exhibit B-1 hereto, executed by each Seller; (vi) affidavits to the Title Company from each Seller in the form attached as Exhibit B-2 hereto, executed by each Seller; (vii) an updated “Phase I” environmental assessment report for each Facility, issued to the applicable Acquired Company, dated no earlier than 180 days from the Closing Date, together with customary documentation allowing the Purchaser and its Financing Providers to rely on such “Phase I” reports for the Facilities; (viii) all books and records (including all data, procedures, drawings and reports) (1) of, or primarily relating to, the Acquired Companies, (2) relating to the Milford Uprate, or (3) relating to regulatory compliance of the Facilities or the Acquired Companies (provided that, for the avoidance of doubt, any information that is primarily related to facilities or companies other than the Acquired Companies or the Milford Uprate and is included in the books and records delivered by Sellers in accordance with this paragraph (viii) may be redacted), in each case to the extent such books and records are not physically located at the Facilities and are in possession or under the control of the Seller or its Affiliates, whether in hard or soft copy or on a central data server other than (A) records and Berwind certified by information concerning the Secretary of the Seller and Berwind, respectively, authorizing the execution, delivery and performance drafting of this Agreement and the transactions contemplated hereby; (f) the Buyer shall deliver to the Seller copies negotiations of resolutions of the Board of Directors of the Buyer certified by the Secretary of the Buyer, authorizing the execution, delivery and performance of this Agreement and the transactions contemplated hereby, (B) all market forecasts and similar information prepared by or in the possession of Sellers or their Affiliates and (C) records and information which any Seller reasonably believes, in reliance on the advice of legal counsel, it or any Acquired Company is prohibited from providing to the Purchaser by reason of any applicable Law or order (provided, that Sellers shall deliver a written list of any such records or information, which shall, if legally permissible, specify the applicable Law or order which the applicable Seller reasonably believes prohibits delivery of such records or information to Purchaser); (ix) confirmation by Seller Guarantor of the termination of the Confidentiality Agreement with respect to Confidential Information relating solely to the Acquired Companies in accordance with Section 6.04 (x) the Back-to-Back Agreement, executed and delivered by Dynegy Marketing and Trade, LLC; and (gxi) such other documents and instruments as are required to be delivered by the Sellers at or prior to the Closing pursuant to Section 7.02 or as are otherwise reasonably required in connection with this Agreement. (b) The Purchaser shall: (i) make the payment required to be made by it pursuant to Section 2.02(c); and (ii) deliver, or cause to be delivered, to the Sellers: (A) the Seller shall deliver instrument of assignment and assumption, if applicable, duly executed by the Purchaser; (B) the Back-to-Back Agreement, duly executed by Purchaser or its designee (including any applicable Acquired Company); and (C) such other documents and instruments as are required to be delivered by the Purchaser at or prior to the Buyer documents evidencing the termination of the agreements and delivery of documents described Closing Date pursuant to Section 7.03 or as are otherwise reasonably required in Section 3.2(h) and (i)connection with this Agreement.

Closing Deliveries. Subject (a) On the Closing Date, Target shall deliver the following items, all of which shall be in a form and substance reasonably acceptable to the terms and conditions hereof, at the ClosingAcquiror: (ai) A certificate executed on behalf of Target by its Chief Executive Officer certifying to the Seller matters in Section 4.1(b); (ii) Certificates from the Secretary of State of the State of Delaware as to Target’s good standing; (iii) A certified copy from the Secretary of State of the State of Delaware of the current Certificate of Incorporation of Target; (iv) A certificate executed on behalf of Target by its Secretary certifying its bylaws and board resolutions approving and authorizing the transactions contemplated herein; (v) Such other documents as Acquiror’s counsel shall have reasonably requested, in form and substance reasonably satisfactory to such counsel; (vi) The written consents of all third parties required to complete the Merger; (vii) The stock books and records and corporate minute books of Target; (viii) The signed resignations of all directors and all officers of Target dated and effective as of the Closing Date; (ix) Each of the employees of Target who accepts employment with Acquiror shall have executed and delivered to Acquiror an Employee Innovations and Proprietary Rights Assignment Agreement in substantially the form attached hereto as Exhibit B; and (b) On the Closing Date, Acquiror and Merger Sub shall deliver the following items, as the case may be, all of which shall be in a form and substance reasonably acceptable to Target: (i) Acquiror shall deliver to the Buyer certificates representing Escrow Agent the Shares duly endorsed for transfer shares to be deposited in the Buyer, or with separate stock powers attached thereto duly endorsed for transfer to the Buyer;Escrow Fund (as defined below); and (bii) Offers of employment to each of the Buyer shall deliver to the Seller the Estimated Payment Amount, by wire transfer of immediately available funds to a bank account designated by the Seller in writing prior to the Closing;employees listed on Schedule 1.7(b). (c) On the Buyer Closing Date, the Parties shall deliver the following items to the Seller other Parties as follows, all of which shall be in a certificate representing the number of shares of Buyer Common Stock to be issued by the Buyer form and substance reasonably acceptable to the Seller at receiving Party: (i) Each of the ClosingKey Employees and the Acquiror shall have executed and delivered an Executive Employment Agreement in substantially the form attached hereto as Exhibit C; (dii) Acquiror and Vivato Networks Holdings, Inc. shall have executed a License Agreement in substantially the closing certificates and other documents required to be delivered pursuant to this Agreement will be exchangedform attached hereto as Exhibit D (the “License Agreement”); (eiii) Target, Predecessor and Acquiror shall have executed and delivered the Seller shall deliver to Management Agreement in substantially the Buyer copies of resolutions of form attached hereto as Exhibit E (the Seller and Berwind certified by the Secretary of the Seller and Berwind, respectively, authorizing the execution, delivery and performance of this Agreement and the transactions contemplated hereby; (f) the Buyer shall deliver to the Seller copies of resolutions of the Board of Directors of the Buyer certified by the Secretary of the Buyer, authorizing the execution, delivery and performance of this Agreement and the transactions contemplated hereby“Management Agreement”); and (giv) Target, Acquiror and the Seller Escrow Agent shall deliver to have executed and delivered the Buyer documents evidencing Escrow Agreement in substantially the termination of form attached hereto as Exhibit F (the agreements and delivery of documents described in Section 3.2(h) and (i“Escrow Agreement”).

Closing Deliveries. Subject At the Closing, the parties shall deliver the documents and instruments that are set forth in this Section 2.4, all of which shall be deemed delivered concurrently. (a) Each Seller agrees to execute and/or deliver to Purchaser (or such other Person as indicated below) all of the terms and conditions hereof, following at the Closing: (ai) certificates representing all of the issued and outstanding Shares held by Sellers, duly endorsed in blank or with duly executed stock powers attached; (ii) Termination Agreements between the Company and each holder of Options and Restricted Stock Units, in a form reasonably acceptable to Purchaser, evidencing the termination and cancellation of all of the outstanding Share Equivalents held by such holders, subject to the consummation of the transactions contemplated by this Agreement; (iii) a customary release from Sellers of any and all claims such Seller may have against the Company; (iv) the Seller shall deliver written resignation of Sellers, effective as of the Closing Date, of the directorships and offices of the Company held by such Sellers, if and to the Buyer certificates representing the Shares duly endorsed for transfer extent requested by Purchaser prior to the BuyerClosing; and (v) the acceptance of Aspen Technology, or with separate stock powers attached thereto duly endorsed for transfer to the Buyer;Inc.’s employment offers by each Key Seller. (b) the Buyer The Company shall execute and/or deliver to Purchaser (or such other Person as indicated below) all of the following at the Closing: (i) an invoice issued by each creditor of Transaction Expenses, which sets forth (A) the amounts required to pay in full all Transaction Expenses owed to such creditor on the Closing Date, (B) the wire transfer instructions for the payment of such Transaction Expenses to such creditor, and (C) a release of all Liens granted by the Company to such creditor or otherwise arising with respect to such Transaction Expenses, effective upon payment of such Transaction Expenses (collectively, the “Transaction Invoices”); (ii) the third party consents to the consummation of the transactions contemplated by this Agreement under or with respect to the Contracts and Permits listed in Schedule 2.4(b); (iii) physical possession of all minute books and stock of the Company, together with share certificates or other applicable instruments and registry entries representing all of the issued and outstanding shares of capital stock, in proper form for transfer; (iv) certified copies of the Company’s certificate of incorporation or formation, issued by the secretary of state of the Company’s state of incorporation or formation, as applicable; (v) certificate of good standing for the Company issued not earlier than ten (10) Business Days prior to the Closing Date by the applicable Governmental Authorities of the state in which the Company is incorporated; (vi) a certificate of the secretary of the Company certifying as true, correct and complete the following: (A) copies of the Company’s certificate of incorporation and bylaws; and (B) a copy of the resolutions of the Company’s board of directors (i) authorizing the execution, delivery and performance of this Agreement and/or any other documents delivered by the Company hereunder, and (ii) terminating the Company 401(k) Plan as of the day immediately preceding the Closing Date; (vii) evidence, in a form satisfactory to Purchaser, of the discharge in full of the Indebtedness, along with all applicable UCC-3 termination statements with regard to the Indebtedness; (viii) a certificate in compliance with the Foreign Investment in Real Property Tax Act, as amended (“FIRPTA”), certifying that the Company is not a United States real property holding corporation and that the shares of capital stock of the Company being purchased pursuant to this Agreement do not constitute United States real property interests (as defined in the Code); and (ix) without limitation by specific enumeration of the foregoing, all other documents reasonably required from Sellers and the Company to consummate the transactions contemplated by this Agreement. (c) Purchaser agrees to execute and/or deliver to each Seller (or such other Person as indicated below) all of the Estimated Payment Amountfollowing at the Closing: (i) For each Seller that is a holder of Preferred Shares or Common Shares, Purchaser shall pay in cash by wire transfer of immediately available funds to a bank account designated by the such Seller in writing at least one (1) Business Day prior to the ClosingClosing Date, the amount of the Closing Payment set forth next to such Seller’s name in Schedule 2.4(c), for the Shares held by such Seller and sold to Purchaser pursuant to this Agreement; (cii) the Buyer Purchaser shall deliver pay to the Seller Company in cash by wire transfer of immediately available funds to a certificate representing the number of shares of Buyer Common Stock to be issued bank account designated by the Buyer Company at least one (1) Business Day prior to the Seller at Closing Date, the Closing; (d) the closing certificates and other documents required to be delivered pursuant to this Agreement will be exchanged; (e) the Seller shall deliver to the Buyer copies of resolutions of the Seller and Berwind certified by the Secretary of the Seller and Berwind, respectively, authorizing the execution, delivery and performance of this Agreement and the transactions contemplated hereby; (f) the Buyer shall deliver to the Seller copies of resolutions of the Board of Directors of the Buyer certified by the Secretary of the Buyer, authorizing the execution, delivery and performance of this Agreement and the transactions contemplated herebyCompany Share Equivalent Payment; and (giii) to the Seller shall deliver to Representative, One Hundred Fifty Thousand Dollars ($150,000) (the Buyer documents evidencing the termination of the agreements and delivery of documents described in Section 3.2(h) and (i“Representative Expense Amount”).

Closing Deliveries. Subject Administrative Agent shall have received each of the following 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 terms and conditions hereof, at the ClosingClosing Date: (ai) the Seller shall deliver a Note payable to the Buyer certificates representing order of each Bank, each in the Shares amount of such Bank's Commitment, duly endorsed for transfer to the Buyer, or with separate stock powers attached thereto duly endorsed for transfer to the Buyerexecuted by Borrower; (bii) the Buyer shall deliver Mortgages (including, to the Seller extent applicable, amendments to all Mortgages securing the Estimated Payment Amount, Obligations under the Existing Credit Agreement) duly executed and delivered by wire transfer Borrower creating first and prior Liens on Proved Mineral Interests with a Recognized Value not less than 80% of immediately available funds to a bank account designated the aggregate Recognized Value of all Proved Mineral Interests owned by the Seller in writing prior to the ClosingBorrower; (ciii) such financing statements on form UCC-1 (or any other form required by Lender in its reasonable discretion) as Administrative Agent shall require to evidence and perfect the Buyer Liens created by the Mortgages, each of which shall deliver to be executed and delivered by Borrower and filed of record in such jurisdictions as Administrative Agent shall require in its sole discretion; (iv) a copy of the Seller Articles of Incorporation and all amendments thereto, of Borrower accompanied by a certificate representing that such copy is true, correct and complete, and dated within ten (10) days of the number of shares of Buyer Common Stock to be Closing Date, issued by the Buyer to appropriate Governmental Authority of the Seller at jurisdiction of incorporation or organization of Borrower, and accompanied by a certificate of the ClosingSecretary or comparable Authorized Officer of Borrower that such copy is true, correct and complete on the Closing Date; (dv) a copy of the closing Bylaws and all amendments thereto, of Borrower accompanied by a certificate of the Secretary or comparable Authorized Officer of Borrower that such copy is true, correct and complete as of the date hereof; (vi) certain certificates and other documents required issued by the appropriate Governmental Authorities of such jurisdictions as Administrative Agent has requested relating to be delivered pursuant the existence of Borrower and to this Agreement will be exchangedthe effect that Borrower is in good standing with respect to the payment of franchise and similar Taxes and is duly qualified to transact business in such jurisdictions; (evii) a certificate of incumbency of all officers of Borrower who will be authorized to execute or attest to any Loan Paper, dated the Seller shall deliver to date hereof, executed by the Buyer Secretary or comparable Authorized Officer of Borrower; (viii) copies of resolutions of or comparable authorizations approving the Seller Loan Papers and Berwind certified by the Secretary of the Seller and Berwind, respectively, authorizing the execution, delivery and performance of transactions contemplated by this Agreement and the transactions contemplated hereby; (f) other Loan Papers, duly adopted by the Buyer shall deliver to Board of Directors of Borrower accompanied by certificates of the Seller Secretary or comparable Authorized Officer of Borrower that such copies are true and correct copies of resolutions duly adopted at a meeting of or (if permitted by applicable Law and, if required by such Law, by the Bylaws of Borrower) by the unanimous written consent of the Board of Directors of Borrower, and that such resolutions constitute all the Buyer certified by the Secretary resolutions adopted with respect to such transactions, have not been amended, modified, or revoked in any respect, and are in full force and effect as of the Buyerdate hereof; (ix) an opinion of Hayn▇▇ & ▇oon▇, authorizing ▇.L.P., counsel for Borrower, dated the executiondate hereof, delivery favorably opining as to the enforceability of each of the Loan Papers and performance otherwise in form and substance satisfactory to Administrative Agent and Banks; (x) Opinions of special counsel for Administrative Agent, favorably opining as to the enforceability of the Mortgages in the States of Kansas, Louisiana, Mississippi, New Mexico, and Oklahoma and otherwise in form and substance satisfactory to Administrative Agent and Banks; (xi) such UCC-11 search reports as Administrative Agent shall require, prepared as of a date not more than twenty (20) days prior to the Closing Date, conducted in such jurisdictions and reflecting such names as Administrative Agent shall request; (xii) a certificate signed by an Authorized Officer of Borrower stating that (A) the representations and warranties contained in this Agreement and the transactions contemplated herebyother Loan Papers are true and correct in all material respects, (B) no Default or Event of Default has occurred and is continuing, and (C) all conditions set forth in this Sections 8.1 and 8.2 below have been satisfied; (xiii) a Certificate of Ownership Interests signed by an Authorized Officer of Borrower in the form of Exhibit E attached hereto; (xiv) a report or reports in form, scope and detail acceptable to Administrative Agent from environmental engineering firms acceptable to Administrative Agent setting forth the results of a current environmental review of the Mineral Interests, which report(s) shall not reflect the existence of facts or circumstances which would constitute a material violation of any Applicable Environmental Law or which are likely to result in a material liability to Borrower or any of its Subsidiaries; and (gxv) certificates from Borrower's insurance broker setting forth the Seller shall deliver to 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 Buyer documents evidencing the termination requirements of the agreements and delivery of documents described in Section 3.2(h) and (i)10.6 below.

Closing Deliveries. Subject to the terms and conditions hereof, at At the Closing:, the parties shall execute and deliver the following documents (collectively, the "TRANSFER DOCUMENTS"): (a) the Seller Sellers and the Buyer shall execute and deliver a ▇▇▇▇ of sale, assignment and assumption agreement in substantially the form of EXHIBIT A-1 attached hereto (the "▇▇▇▇ OF SALE, ASSIGNMENT AND ASSUMPTION AGREEMENT") pursuant to which the Sellers will transfer and assign to the Buyer certificates representing the Shares duly endorsed for transfer to Acquired Assets and the BuyerBuyer will assume the Assumed Liabilities, or with separate stock powers attached thereto duly endorsed for transfer to effective as of the BuyerEffective Date; (b) each Seller will execute and deliver one or more trademark assignments in substantially the form of EXHIBIT A-2 attached hereto (the "TRADEMARK ASSIGNMENT") pursuant to which such Seller will transfer and assign to the Buyer shall deliver to effective as of the Effective Date the Trademarks owned by such Seller the Estimated Payment Amount, by wire transfer of immediately available funds to a bank account designated being acquired by the Seller in writing prior Buyer pursuant to the Closingthis Agreement; (c) each Seller will execute and deliver one or more copyright assignments in substantially the form of EXHIBIT A-3 attached hereto (the "COPYRIGHT ASSIGNMENT") pursuant to which such Seller will transfer and assign to the Buyer shall deliver to effective as of the Effective Date the Copyrights owned by such Seller a certificate representing the number of shares of Buyer Common Stock to be issued being acquired by the Buyer pursuant to the Seller at the Closingthis Agreement; (d) each Seller will duly endorse for transfer and deliver certificates of title to all motor vehicles owned by such Seller included in the closing certificates and other documents required to be delivered pursuant to this Agreement will be exchanged;Acquired Assets; and (e) each Seller will execute and deliver all such other bills of sale, assignments, endorsements, intellectual property right assignments, domain name assignments, certificates of title, consents and other good and sufficient instruments and documents of conveyance and transfer, all dated the Seller Closing Date and effective as of the Effective Date and in a form reasonably satisfactory to the Buyer, as the Buyer reasonably shall deliver deem necessary or appropriate to vest in or confirm to the Buyer copies of resolutions full and complete right, title and interest in and to all of the Seller and Berwind certified by the Secretary of the Seller and Berwind, respectively, authorizing the execution, delivery and performance of this Agreement and the transactions contemplated hereby; (f) the Buyer shall deliver to the Seller copies of resolutions of the Board of Directors of the Buyer certified by the Secretary of the Buyer, authorizing the execution, delivery and performance of this Agreement and the transactions contemplated hereby; and (g) the Seller shall deliver to the Buyer documents evidencing the termination of the agreements and delivery of documents described in Section 3.2(h) and (i)Acquired Assets.

Closing Deliveries. Subject to At the terms and conditions hereof, at Closing the Closingfollowing shall occur: (a) the Seller shall deliver to Escrow Agent a duly executed and acknowledged grant, bargain, and sale deed (the “Deed”) in the form attached hereto as Exhibit C or otherwise acceptable to Buyer certificates representing the Shares duly endorsed for transfer conveying good and marketable fee simple title to the Land and the Improvements to Buyer or Buyer’s assignee or nominee subject only to (i) current (non- delinquent) taxes, or with separate stock powers attached thereto duly endorsed for transfer assessments, improvement liens, and similar matters to be prorated between the Buyer;parties at Closing; and (ii) the Permitted Exceptions. (b) Buyer shall pay the Purchase Price as provided in Section 1.2, subject to the adjustments described in Section 4.5. (c) Seller shall execute and deliver to Escrow Agent an affidavit that evidences that Seller is exempt from the withholding requirements of Section 1445 of the Internal Revenue Code. (d) Seller shall deliver to Buyer original copies, executed by or on behalf of Seller, of any required real estate transfer tax declarations, or any similar documentation required to evidence the payment of any tax imposed by the state, county, and municipality on the transactions contemplated hereby. (e) Seller shall execute and deliver to Escrow Agent a bill of sale assigning and transferring to Buyer all of Seller’s right, title and interest in and to the Personalty in the form set forth in Exhibit C attached hereto and incorporated herein by this reference. (f) Seller and Buyer shall each deliver to the other such instruments, documents, or certificates (including certificates of public officials to the extent the same are reasonably available) as the other party or its counsel or the Escrow Agent may request in order to attest to the organization and existence of such party, its authority to execute and deliver this Agreement and to effect the transactions herein contemplated, and attesting to the taking of all necessary action to authorize the herein contemplated transactions. (g) Seller shall deliver to Buyer such other documents, instruments, or agreements which Seller is required to deliver to Buyer pursuant to the provisions of this Agreement or any other agreement between Seller and Buyer. (h) Buyer shall deliver to the Seller the Estimated Payment Amountsuch other documents, by wire transfer of immediately available funds instruments, or agreements which Buyer may be required to a bank account designated by the deliver to Seller in writing prior pursuant to the Closing; (c) the Buyer shall deliver to the Seller a certificate representing the number of shares of Buyer Common Stock to be issued by the Buyer to the Seller at the Closing; (d) the closing certificates and other documents required to be delivered pursuant to this Agreement will be exchanged; (e) the Seller shall deliver to the Buyer copies of resolutions of the Seller and Berwind certified by the Secretary of the Seller and Berwind, respectively, authorizing the execution, delivery and performance provisions of this Agreement and or which may be necessary to consummate the transactions contemplated hereby; (f) the by this Agreement, provided that Buyer shall deliver to not, in connection with the Seller copies of resolutions of the Board of Directors of the Buyer certified by the Secretary of the Buyer, authorizing the execution, delivery and performance of this Agreement and the transactions contemplated hereby; and (g) the Seller shall deliver to the Buyer documents evidencing the termination of the agreements execution and delivery of documents described any such other documents, instruments, or agreements be obligated to incur any liabilities or obligations in Section 3.2(h) and addition to those otherwise herein in this Agreement contemplated. (i)) Seller shall have delivered to Buyer executed terminations of all Contracts and Leases set forth on Exhibit B attached hereto.

Closing Deliveries. Subject to the terms and conditions hereof, at At the Closing: (a) the Seller Target and/or Holders (as applicable) shall deliver or cause to be delivered to Acquiror the following: (i) the Certificates and the Letters of Transmittal (as contemplated by Section 2.08); (ii) a certificate of the Secretary of Target, in form and substance reasonably satisfactory to Acquiror and its counsel, regarding Target's Charter Documents, good standing, board of directors and stockholder resolutions relating to the Buyer certificates representing Transactions and the Shares duly endorsed incumbency of Target's officers; (iii) letters of resignation in the name of and executed by each (A) member of Target's Board of Directors resigning his/her position as a director of such company effective as of the Effective Time, and (B) officer of Target resigning his/her position as an officer of such company effective as of the Effective Time, in each case, except as otherwise agreed to by the Parties; (iv) executed counterparts to each of the Transaction Documents to which Target or any Holder is a party; (v) bank account signature cards for transfer to each account of Target; (vi) the BuyerRequired Consents; (vii) executed counterparts of an Employment Agreement, or with separate stock powers attached thereto duly endorsed for transfer to in the Buyerform of Exhibit D, entered into as of the Closing Date by Target and Lewis (the "Employment Agreement"); (viii) executed c▇▇▇▇▇rparts of a Noncompetition Agreement, in the form of Exhibit E, entered into as of the Closing Date by Acquiror and Lewis (the "Lewis Noncompetition Agreement"); (ix) the ▇▇▇▇rdinati▇▇ ▇▇reement; and (x) the Security Agreement. (b) the Buyer Acquiror shall deliver the following to the Seller Holders' Representative: (i) the Estimated Payment AmountAggregate Merger Consideration (as contemplated by Section 2.08); (ii) a certificate of the Secretary of Acquiror, by wire transfer of immediately available funds to a bank account designated by the Seller in writing prior form and substance reasonably satisfactory to the ClosingHolders and their counsel, regarding Acquiror's Charter Documents, good standing, board of directors resolutions relating to the Transactions and the incumbency of Acquiror's officers; (iii) a certificate of the general partner of Acquisition Sub, in form and substance reasonably satisfactory to the Holders and their counsel, regarding Acquisition Sub's Charter Documents, good standing and the consent of the general partner relating to the Transactions; (iv) executed counterparts to each of the Transaction Documents (including the Employment Agreement) to which Acquiror or Acquisition Sub is a party; (v) the Subordination Agreement executed by Acquiror and all of Acquiror's Affiliates required to execute such agreement; (vi) the Security Agreement; and (vii) the Deed of Trust. (c) the Buyer Acquiror shall deliver to the Seller a certificate representing the number of shares of Buyer Common Stock to be issued by the Buyer to the Seller at the Closing; (d) the closing certificates and other documents required to be delivered pursuant to this Agreement will be exchanged; (e) the Seller shall deliver to the Buyer copies of resolutions of the Seller and Berwind certified by file with the Secretary of State of Texas a duly executed Certificate of Merger, as required by the Seller and Berwind, respectively, authorizing the execution, delivery and performance of this Agreement TBCA and the transactions contemplated hereby; (f) TRLPA, and the Buyer Parties shall deliver take all such other and further actions as may be required by law to make the Merger effective upon the terms and subject to the Seller copies of resolutions of the Board of Directors of the Buyer certified by the Secretary of the Buyer, authorizing the execution, delivery and performance of this Agreement and the transactions contemplated hereby; and (g) the Seller shall deliver to the Buyer documents evidencing the termination of the agreements and delivery of documents described in Section 3.2(h) and (i)conditions hereof.

Closing Deliveries. Subject to the terms and conditions hereof, at the ClosingConcurrently herewith: (a) the Seller Borrower shall deliver cause each Guarantor of Payment to consent and agree to and acknowledge the Buyer certificates representing the Shares duly endorsed for transfer to the Buyer, or with separate stock powers attached thereto duly endorsed for transfer to the Buyerterms of this Amendment; (b) the Buyer Borrower and each Guarantor of Payment shall execute and deliver to the Seller the Estimated Payment AmountAdministrative Agent a Pledge Agreement, by wire transfer of immediately available funds to a bank account designated by the Seller in writing prior form and substance satisfactory to the ClosingAdministrative Agent, pursuant to which the Borrower and each such Guarantor of Payment shall pledge all of the stock or other equity interest of each Subsidiary (other than a Foreign Subsidiary) of the Borrower or such Guarantor of Payment, together with the stock certificates pledged thereunder and accompanying stock transfer powers; (c) the Buyer Borrower shall deliver to the Seller Administrative Agent such examinations and reports, in form and detail satisfactory to the Administrative Agent, with respect to the Mortgaged Property, issued by a certificate representing title company satisfactory to the number of shares of Buyer Common Stock Administrative Agent, that shows each Mortgage to be issued by the Buyer a valid first priority Lien on such Mortgaged Property, free and clear of all defects and encumbrances except such matters of record as permitted pursuant to the Seller at the ClosingCredit Agreement; (d) the closing certificates Borrower shall deliver to the Administrative Agent evidence of insurance on ACORD 27 form, and other documents required otherwise satisfactory to be delivered pursuant to this Agreement will be exchangedthe Administrative Agen▇, ▇▇ adequate personal property and liability insurance of each Credit Party, with the Administrative Agent, on behalf of the Lenders, listed as mortgagee, loss payee and additional insured; (e) the Seller Borrower shall deliver provide to the Buyer Administrative Agent and the Lenders an officer's certificate certifying the names of the officers of the Borrower and each Guarantor of Payment authorized to sign this Amendment and the Security Documents that are being executed on the date hereof to which the Borrower or such Guarantor of Payment is a party, together with the true signatures of such officers and certified copies of the resolutions of the Seller and Berwind certified by the Secretary board of directors or executive committee of the Seller Borrower or such Guarantor of Payment, evidencing approval of the execution and Berwind, respectively, authorizing the execution, delivery and performance of this Agreement Amendment and the transactions contemplated herebySecurity Documents to which the Borrower or such Guarantor of Payment is a party; (f) the Buyer Borrower shall provide to the Administrative Agent and the Lenders such opinions of counsel for the Borrower and each Guarantor of Payment, in form and substance satisfactory to the Administrative Agent and the Lenders, as the Administrative Agent and the Lenders may deem necessary or appropriate; (g) pursuant to Section 1.5 of this Amendment, the Borrower shall cause each Eligible Subsidiary (other than S.K. Wellman S.p.A.) to deliver to the Seller copies of resolutions Administrative Agent an Elect▇▇▇ ▇▇ ▇▇▇▇▇nate; (h) the Borrower shall pay to the Administrative Agent, for the pro rata benefit of the Board Lenders, an amendment fee in the amount of Directors Fifty Thousand Dollars ($50,000); (i) with respect to each parcel of the Buyer certified Mortgaged Property, evidence to the satisfaction of the Administrative Agent that no portion of any Mortgaged Real Property is located in a Special Flood Hazard Area or is otherwise classified as Class A or Class BX on the Flood Maps maintained by the Secretary Federal Emergency Management Agency; (j) the Borrower shall pay all legal fees and expenses of the Buyer, authorizing the execution, delivery and performance of Administrative Agent in connection with this Agreement Amendment and the transactions contemplated herebydocuments executed in connection herewith; and (gk) the Seller Borrower shall deliver to provide such other items and shall satisfy such other conditions as may be reasonably required by the Buyer documents evidencing Administrative Agent and the termination of the agreements and delivery of documents described in Section 3.2(h) and (i)Lenders.

Closing Deliveries. Subject (a) At Closing ECS and the Members will deliver, or cause to the terms and conditions hereofbe delivered, at the Closingto Parent: (ai) the Seller Certificates; (ii) Articles of Merger duly executed by ECS; (iii) written consents duly executed by all of the ECS Members, Force Capital as the manager of ECS, and the manager and members of the Entity Members authorizing their execution and delivery of this Agreement and approval of the Contemplated Transactions; (iv) an external hard drive (which shall deliver be permanent and accessible, without the need for any password, with readily and commercially available software) containing, in electronic format, all documents posted to the Buyer datasite maintained by ▇▇▇▇▇ and Roca LLP on behalf of ECS as of Closing (the “Data Room”); (v) a general release (a “General Release”) substantially in the form of Exhibit B duly executed by each Member in favor of the Companies and Parent; (vi) certificates representing of good standing of each Company and Entity Member in its jurisdiction of organization and with respect to each Company each of the Shares duly endorsed for transfer foreign jurisdictions in which it is qualified; (vii) certified copies of the charter documents of each Company and Entity Member; (viii) certificates as to the Buyerincumbency of ECS’s and the Entity Members’ officers executing this Agreement and any of the Company Agreements; (ix) the Letters of Transmittal; (x) the ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Marriage Certificate substantially in the form of Exhibit I duly executed by ▇▇▇▇▇▇ Masloka and his wife and (xi) resignations of those directors and officers of the Companies (solely with respect to such offices and positions, or and not with separate stock powers attached thereto duly endorsed for transfer respect to the Buyer;employment) as requested by Parent. (b) At Closing Parent will deliver, or cause to be delivered: (i) the Buyer shall deliver Per Unit Closing Date Merger Consideration to the Seller Exchange Agent and the Estimated Payment Amount, by wire transfer of immediately available funds to a bank account designated by the Seller in writing prior Option Consideration to the ClosingOption Holders; (cii) the Buyer shall deliver to the Seller a certificate representing the number Articles of shares of Buyer Common Stock to be issued Merger duly executed by the Buyer to the Seller at the ClosingMerger Subsidiary; (diii) Reasonably satisfactory evidence of Parent’s due authorization of the closing certificates and other documents required to be delivered pursuant to this Agreement will be exchangedContemplated Transactions; (eiv) the Seller shall deliver to the Buyer copies of resolutions written consent of the Seller sole shareholder and Berwind certified by board of directors of Merger Subsidiary and the Secretary sole member of the Seller and Berwind, respectively, Sister Subsidiary authorizing the execution, execution and delivery and performance of this Agreement and the transactions contemplated hereby; (f) the Buyer shall deliver to the Seller copies of resolutions consummation of the Board of Directors of the Buyer certified by the Secretary of the Buyer, authorizing the execution, delivery and performance of this Agreement and the transactions contemplated herebyContemplated Transactions; and (gv) a certificate of active status of each of Parent, Merger Subsidiary and Sister Subsidiary from the Seller shall deliver to the Buyer documents evidencing the termination Secretary of State of the agreements and delivery State of documents described in Section 3.2(h) and (i)Florida.

Closing Deliveries. Subject to the terms and conditions hereof, at the Closing: (a) At the Closing, the Seller shall deliver to the Buyer certificates representing Purchaser: (i) the Shares duly endorsed for transfer tangible Acquisition Assets, it being understood that certain of the Acquisition Assets will be delivered to Purchaser in connection with the Buyer, or with separate stock powers attached thereto duly endorsed for transfer to training described in Section 4 of the BuyerLicense Agreement; (ii) an executed counterpart of a b) ▇▇▇ of sale, assignment and assumption agreement in the Buyer shall deliver form attached hereto as Exhibit A (the “B▇▇▇ of Sale”), with respect to the Seller CEC Agreements and the Estimated Payment AmountW▇▇▇▇▇▇▇ Agreement, by wire transfer together with such other assignments and conveyances as the Purchaser may reasonably require to assure the full and effective sale, transfer, conveyance, assignment and delivery to the Purchaser of immediately available funds the Acquisition Assets free and clear of any Encumbrances; (iii) an executed counterpart of a license agreement in the form attached hereto as Exhibit B (the “License Agreement”); (iv) assignments, in recordable form, with respect to a bank account designated the Assigned Patents, duly executed by the Seller and in writing prior form and substance reasonably satisfactory to the ClosingPurchaser, together with the original letters patent with respect thereto, as available; (cv) the Buyer shall deliver to the Seller a certificate representing the number certified copy of shares of Buyer Common Stock to be issued resolutions duly adopted by the Buyer to the Seller at the Closing; (d) the closing certificates and other documents required to be delivered pursuant to this Agreement will be exchanged; (e) the Seller shall deliver to the Buyer copies board of resolutions directors of the Seller authorizing and Berwind certified by approving the Secretary of the Seller execution and Berwind, respectively, authorizing the execution, delivery and performance of this Agreement and the License Agreement, including the exhibits and schedules hereto and thereto, and the consummation of the transactions contemplated herebyhereby and thereby; (fvi) the Buyer shall deliver notification, if any, to the Seller copies of resolutions DOE of the Board of Directors of the Buyer certified by the Secretary of the Buyer, authorizing the execution, delivery terms and performance conditions of this Agreement and the License Agreement in form and substance deemed necessary by the Seller in its sole discretion to consummate this Agreement and the License Agreement; (vii) notification to W▇▇▇▇▇▇▇ of the assignment to and assumption by the Purchaser of the W▇▇▇▇▇▇▇ Agreement in form and substance reasonably satisfactory to the Purchaser; (viii) a written consent of the CEC of the assignment to and assumption by the Purchaser of the CEC Agreements in form and substance reasonably satisfactory to the Parties; (ix) U.S. Residency Certificate relating to Seller, issued by the U.S. Department of Treasury (Internal Revenue Service); (x) a fully completed and executed Application Form for Income Tax Convention, in the form attached hereto as Exhibit C; (xi) consent of TKK, to the extent required for consummation of the transactions contemplated herebyhereby and by the License Agreement, it being understood and agreed that the “Consent for Assignment and License” executed by TKK on June 9, 2006 fully satisfied this delivery requirement and all related closing conditions herein; (xii) a certificate, duly executed by or on behalf of Seller, as to whether each condition specified in Sections 7.1(a), (b), and (c) has been satisfied; (xiii) evidence from the appropriate Governmental Authorities that the payments contemplated under this Agreement are not subject to withholding taxes; and (gxiv) such other documents, including certificates of the Seller, as may be required by this Agreement or otherwise reasonably requested by the Purchaser. (b) At the Closing, the Purchaser shall deliver the following to the Seller: (i) the Seller shall deliver to the Buyer documents evidencing the termination Purchase Price set forth in Section 2.3; (ii) an executed counterpart of the agreements B▇▇▇ of Sale; (iii) an executed counterpart of the License Agreement; (iv) evidence of approval by the governing body of the Purchaser of this Agreement and delivery the License Agreement, including the exhibits and schedules hereto and thereto, and the consummation of documents described the transactions contemplated hereby and thereby; (v) a State of Arizona transaction privilege tax exemption certificate from the Purchaser in Section 3.2(hthe form attached as Exhibit D; (vi) a certificate, duly executed by or on behalf of Purchaser, as to whether each condition specified in Sections 7.2(a) and (i)b) has been satisfied; and (vii) such other documents, including certificates of the Purchaser, as may be required by this Agreement or otherwise reasonably requested by the Seller.

Closing Deliveries. Subject to 7.1. Of AKD, Parent and the terms and conditions hereof, at AKD Members. At the Closing, AKD, Parent and the AKD Members shall make the following deliveries, unless waived by GCI: (a) the Seller Parent and each AKD Member shall deliver to a counterpart of the Buyer certificates representing the Shares Operating Agreement, duly endorsed for transfer to the Buyer, or with separate stock powers attached thereto executed by such Person and duly endorsed for transfer to the Buyer;executed by Fire Lake. (b) the Buyer AKD shall deliver to GCI an amended version of Schedule 1.3 and Schedule 4.1 of the Seller Operating Agreement reflecting the Estimated Payment AmountAKD Common Units issued to GCI pursuant to Sections 2.3 and 2.4. (c) Parent and each AKD Member shall deliver instruments of assignment in form and substance reasonably satisfactory to GCI transferring to AKD the number of AKD Common Units to be redeemed by AKD from Parent or such AKD Member pursuant to Section 2.4, with full warranty of title, duly executed by such Person. (d) AKD shall deliver to Parent and the AKD Members cash or immediately available funds, by wire transfer of immediately available funds to a bank account designated as contemplated by the Seller in writing prior to the Closing; (c) the Buyer shall deliver to the Seller a certificate representing the number of shares of Buyer Common Stock to be issued by the Buyer to the Seller at the Closing; (d) the closing certificates and other documents required to be delivered pursuant to this Agreement will be exchanged;Section 2.4 (e) The AKD Members shall cause Fire Lake to deliver a counterpart of the Seller Management Agreement, duly executed by Fire Lake. (f) AKD shall deliver evidence in form and substance reasonably satisfactory to GCI that the Management Agreement between AKD and Poplar Associates LLC has been terminated effective as of the Closing Date, without Liability or further obligation of AKD. (g) AKD shall deliver a counterpart of the Management Agreement, duly executed by AKD. (h) AKD shall deliver payoff letters in form and substance reasonably satisfactory to GCI with respect to any Liabilities of AKD that are to be paid off at the Closing with the GCI capital contributions made pursuant to Section 2.3. (i) AKD, Parent and the AKD Members shall deliver counterparts of any other Transaction Agreements to which AKD, Parent or the AKD Members are a party, duly executed by such Party. (j) AKD shall deliver an opinion of The Bogatin Law Firm, PLC, counsel to AKD, the AKD Members and the Denali Members, covering the matters set forth on the attached Exhibit C. Such opinion shall be dated as of the Closing Date and shall be in form and substance reasonably satisfactory to GCI and its counsel. (k) AKD shall deliver an opinion of Lukas, Nace, ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇, Chartered, counsel to AKD, the AKD Members and the Denali Members, covering the matters set forth on the attached Exhibit D. Such opinion shall be dated as of the Closing Date and shall be in form and substance reasonably satisfactory to GCI and its counsel. (l) AKD, Parent and each AKD Member shall deliver a certificate signed on behalf of AKD, Parent or such AKD Member by an authorized person, confirming that the conditions precedent to the Buyer copies obligations of resolutions GCI under Section 8.2.2 have been fulfilled, insofar as those conditions relate to the representations and warranties made by or to the obligations and covenants of AKD, Parent or such AKD Member. (m) AKD shall deliver the certificate regarding wireless telephone subscribers contemplated by Section 3.5.4. (n) AKD shall deliver a Non-Competition Agreement executed by each of the Seller persons specified in Schedule 7.1(n) in the form attached as Exhibit E. (o) AKD shall deliver such certificates or other documents as may be reasonably requested by GCI, including without limitation certificates of legal existence, good standing and Berwind certified by charter documents from the Secretary Alaska Department of Commerce, Community, and Economic Development and certificates of officers or member AKD with respect to minutes, resolutions, bylaws and any other relevant matters concerning the Seller and Berwind, respectively, authorizing the execution, delivery and performance authorization of this Agreement and the transactions contemplated hereby; (f) the Buyer shall deliver to the Seller copies of resolutions of the Board of Directors of the Buyer certified by the Secretary of the Buyer, authorizing the execution, delivery and performance of this Agreement and the transactions contemplated hereby; and (g) the Seller shall deliver to the Buyer documents evidencing the termination of the agreements and delivery of documents described in Section 3.2(h) and (i).

Closing Deliveries. Subject to the terms and conditions hereof, at At the Closing, the following shall occur: (a) the Seller Buyers shall deliver or cause to be delivered to Lender, the Buyer certificates representing the Shares duly endorsed for transfer to the Buyer, or with separate stock powers attached thereto duly endorsed for transfer to the Buyer;Loan Payoff Amount in immediately available federal funds. (b) the Buyer Buyers, at their sole cost and expense, shall deliver or cause to be delivered to Seller the following: (i) the Purchase Price in immediately available federal funds as set out in Section 1.2 hereof, as adjusted by any amount to be paid or credited as provided in Section 6.2, minus the Loan Payoff Amount; (ii) an Assignment and Assumption of Membership Interests in the form attached hereto as Exhibit D (the “Assignment of Interests”) fully executed by Non-Nevada Buyer, and an Assignment of Interests fully executed by Nevada Buyer (collectively, the “Assignments of Interests”); (iii) evidence reasonably satisfactory to the Investors and Seller that the Estimated Payment Amountperson or persons executing this Agreement and the Closing documents on behalf of Buyers have full right, by wire transfer of immediately available funds power and authority to a bank account designated by do so; (iv) such other instruments as are reasonably required to effectuate the Seller in writing prior to the Closing;transactions contemplated hereby. (c) the Buyer Investors and Seller shall deliver to the Seller a certificate representing the number of shares of Buyer Common Stock or cause to be issued delivered to Buyers the following: (i) each of the Assignments of Interests fully executed by the Buyer to the Seller at the ClosingSeller; (dii) a payoff letter of instruction executed by the closing Lender providing for the Loan Payoff Amount in a form previously approved by Buyers, as well as any member certificates or other collateral, and other documents required releases of collateral, to be delivered to Seller or Buyers regarding the Interests or the Waypoint Property Owners pursuant to the terms of such payoff letter of instruction; (iii) a copy of the operating agreement (and any amendments, modifications, restatements or supplements thereof) for each Waypoint Company and Fund XI, each certified by an authorized officer as being true, correct and complete as of the Closing Date; (iv) evidence reasonably satisfactory to Buyers that the person or persons executing this Agreement and the Closing documents on behalf of Investors, Fund XI and Seller have full right, power and authority to do so; (v) a certification from Fund XI of non-foreign status, in form and substance reasonably satisfactory to Buyers, in accordance with Treasury Regulation § 1.1445-2(b), with respect to which Buyers shall not have actual knowledge that such certification is false and shall not have received a notice that such certification is false pursuant to Treasury Regulation § 1.1445-4, as well as any state-specific withholding certificates reasonably requested by Buyers, duly executed by Fund XI or the applicable Waypoint Company, and in form and substance reasonably acceptable to Buyers; provided, however, that if any such certification is not delivered to Buyers, Buyers shall be entitled to withhold from the consideration otherwise payable pursuant to this Agreement will be exchanged;any amount that Buyers are required to withhold under the Code or other applicable tax law with respect to such payment; and (evi) the Seller shall deliver such other instruments as are reasonably required to the Buyer copies of resolutions of the Seller and Berwind certified by the Secretary of the Seller and Berwind, respectively, authorizing the execution, delivery and performance of this Agreement and effectuate the transactions contemplated hereby; (f) the Buyer shall deliver to the Seller copies of resolutions of the Board of Directors of the Buyer certified by the Secretary of the Buyer, authorizing the execution, delivery and performance of this Agreement and the transactions contemplated hereby; and (g) the Seller shall deliver to the Buyer documents evidencing the termination of the agreements and delivery of documents described in Section 3.2(h) and (i).

Closing Deliveries. Subject to (a) Upon the terms and subject to the conditions hereofof this Agreement, the closing (the “Closing”) of the purchase and sale of the Purchase Shares shall be held at the Closing: Menlo Park office of Shearman & Sterling LLP, on September 28, 2017 or any other date and time that is agreed upon in writing by the Company and the Purchaser (a) the Seller shall deliver to date on which the Buyer certificates representing closing occurs, the Shares duly endorsed for transfer to the Buyer, or with separate stock powers attached thereto duly endorsed for transfer to the Buyer;“Closing Date”). (b) At the Buyer Closing, the Purchaser shall deliver or cause to be delivered to the Seller Company: (i) an amount in cash equal to the Estimated Payment Amount, sum of the Purchase Price as set forth on Schedule 1 by wire transfer of in immediately available funds to a bank account designated funds; (ii) the Registration Rights Agreement between the Company and the Purchaser dated as of the date hereof, substantially in the form attached as Exhibit A hereto (the “Registration Rights Agreement”), duly executed by the Seller Purchaser; (iii) a certificate, executed by a duly authorized officer of the Purchaser and dated as of the Closing Date, certifying that the conditions specified in writing prior Section 1.4(b)(ii) have been satisfied; (iv) an opinion addressed to the ClosingCompany from the British Virgin Islands legal counsel to the Purchaser, dated as of the Closing Date, in the form to be agreed between the Company and such law firm regarding matters customarily addressed in legal opinions in transactions similar to the purchase and sale of the Purchase Shares; (v) a certificate of the Secretary of the Purchaser, certifying as to (x) resolutions of its board of directors or other governing body authorizing the execution and delivery of this Agreement, the Registration Rights Agreement and the consummation of the Proposed Transactions and (y) the incumbency of the officers authorized to execute this Agreement and the Registration Rights Agreement, setting forth the name and title and bearing the signatures of such officers; and (vi) all other documents as may be reasonably requested by the Company. (c) At the Buyer Closing, the Company shall deliver or cause to be delivered to the Seller a certificate representing Purchaser: (i) the number of shares of Buyer Common Stock to be issued Registration Rights Agreement, duly executed by the Buyer to the Seller at the ClosingCompany; (dii) a Voting Agreement between the closing certificates Company and other documents required to be delivered pursuant to this Agreement will be exchangedeach Voting Party (as defined below), dated as of the date hereof, substantially in the form attached as Exhibit B hereto (the “Voting Agreement”), duly executed by the Company and each Voting Party; (eiii) irrevocable written instructions to the transfer agent for the Class A Common Stock with respect to the issuance of certificate(s) representing the Purchase Shares, registered in the name of the Purchaser (or its nominee); (iv) a certificate, executed by a duly authorized officer of the Company and dated as of the Closing Date, certifying that the conditions specified in Section 1.4(a)(iv) have been satisfied; (v) a certificate of the Secretary of the Company, certifying as to (x) the Seller shall deliver to Fourth Amended and Restated Certificate of Incorporation, as amended, of the Buyer copies Company (the “Certificate of Incorporation”) and the Amended and Restated Bylaws, as amended, of the Company (the “Bylaws”), (y) resolutions of the Seller board of directors of the Company (the “Board of Directors”) and Berwind certified stockholders authorizing the execution and delivery of this Agreement, the Registration Rights Agreement and the Voting Agreements and the consummation of the transactions contemplated thereby (collectively, the “Proposed Transactions”), including the issuance of the Purchase Shares, and (z) the incumbency of the officers authorized to execute this Agreement, the Voting Agreements and the Registration Rights Agreement, setting forth the name and title and bearing the signatures of such officers. (vi) an opinion addressed to the Purchaser from K▇▇▇▇▇ ▇▇▇▇ & W▇▇▇▇▇ LLP, legal counsel to the Company, dated as of the Closing Date, in the form to be agreed between the Purchaser and such law firm regarding matters customarily addressed in legal opinions in transactions similar to the purchase and sale of the Purchase Shares; (vii) a certificate evidencing the formation and good standing of the Company and each of its Subsidiaries (as defined below) in each such entity’s jurisdiction of formation issued by the Secretary of the Seller and Berwind, respectively, authorizing the execution, delivery and performance State (or comparable office) of this Agreement and the transactions contemplated hereby; such jurisdiction of formation as of a date within ten (f10) the Buyer shall deliver days prior to the Seller copies of resolutions of the Board of Directors of the Buyer certified by the Secretary of the Buyer, authorizing the execution, delivery and performance of this Agreement and the transactions contemplated herebyClosing Date; and (gviii) all other documents as may be reasonably requested by Purchaser or required by the Seller shall deliver to the Buyer documents evidencing the termination laws of the agreements State of Delaware to effect the issuance and delivery sale of documents described in Section 3.2(h) and (i)the Purchase Shares.

Closing Deliveries. Subject to the terms and conditions hereof, at the At Closing: (a) the Seller Vendor shall deliver to Purchaser and CPEC the Buyer certificates representing the Shares duly endorsed for transfer to the Buyer, or with separate stock powers attached thereto duly endorsed for transfer to the BuyerVendor’s Closing Certificate and other documents required by Section 10.2; (b) the Buyer Purchaser and CPEC shall deliver to Vendor the Seller the Estimated Payment Amount, Purchaser’s Closing Certificate and CPEC’s Closing Certificate and other documents required by wire transfer of immediately available funds to a bank account designated by the Seller in writing prior to the ClosingSection 10.1; (c) the Buyer Purchaser shall cause its counsel to deliver to Vendor, an opinion, dated as of the Seller a certificate representing Closing Date, in substantially the number form of shares the Opinion of Buyer Common Stock to be issued by the Buyer to the Seller at the ClosingPurchaser’s Counsel; (d) CPEC shall deliver to Vendor the closing certificates letter of the TSX evidencing TSX Approval and other documents required to be delivered pursuant to this Agreement will be exchangeddocumentation of the NYSE evidencing the NYSE Approval; (e) Vendor and Purchaser shall execute and deliver the Seller shall deliver to the Buyer copies of resolutions of the Seller and Berwind certified by the Secretary of the Seller and Berwind, respectively, authorizing the execution, delivery and performance of this Agreement and the transactions contemplated herebyGeneral Conveyance; (f) the Buyer Parties shall execute and deliver those Specific Conveyances available at Closing; (g) Vendor and Purchaser shall execute and deliver the Non-Transferrable Asset Trust and Indemnity Agreement in the form set forth in Schedule “L”; (h) Vendor and CPEC shall execute and deliver the Registration Rights Agreement on terms materially similar to those set forth in Schedule “S”; (i) Vendor shall deliver to Purchaser (i) the Seller copies partnership registers for Vendor and each Vendor Affiliate referred to in Section 2.1(b) that is a partnership, including Shell Trading Canada; and (ii) evidence, in the form of resolutions proof of incorporation, of the Board status of Directors each partner of Vendor and Vendor Affiliate referred to in Section 2.1(b), as not being a non-resident of Canada for the purposes of the Buyer certified by Income Tax Act (Canada); (j) Purchaser shall pay the Secretary Cash Consideration to Vendor; (k) CPEC shall deliver to Vendor evidence satisfactory to Vendor of a book-based entry in the electronic deposit system of CDS representing the Consideration Shares, issued to Vendor or its nominee in accordance with Section 2.7(d); (l) upon obtaining Competition Act Approval, Purchaser and CPEC shall deliver to Vendor reasonable evidence of receipt of the Buyer, authorizing Competition Act Approval; (m) Vendor shall deliver to Purchaser a receipt for the execution, delivery and performance of this Agreement Cash Consideration and the transactions contemplated herebyConsideration Shares; and (gn) each Party shall execute and deliver such additional documents as may be required hereunder or as the Seller shall deliver other Parties may reasonably request it to provide in order to implement or document the Buyer documents evidencing the termination of the agreements and delivery of documents described in Section 3.2(h) and (i)Closing.

Closing Deliveries. Subject At the Closing, subject to the terms and conditions hereofherein contained, at the Closingfollowing shall occur: (a) the Seller HMRI shall deliver to ARIAD the Buyer certificates representing the Shares duly endorsed for transfer to the Buyer, or with separate stock powers attached thereto duly endorsed for transfer to the Buyer;Closing Payment. (b) the Buyer HMRI shall deliver to ARIAD the Seller the Estimated Payment Amount, by wire transfer of immediately available funds to a bank account designated by the Seller in writing prior to the Closing;ARIAD Shares. (c) the Buyer HMRI shall deliver to ARIAD promissory notes evidencing the Seller a certificate representing the number of shares of Buyer Common Stock to be issued by the Buyer to the Seller at the Closing;cancelled Supplemental Capital Loans. (d) ARIAD shall execute and deliver to HMRI the closing certificates and other documents required to be delivered pursuant to this Agreement will be exchanged;Membership Interest Assignment in the form attached hereto as EXHIBIT A. (e) The parties shall execute and deliver the Seller shall deliver to Bill ▇▇ Sale and Undertaking in the Buyer copies of resolutions of the Seller and Berwind certified by the Secretary of the Seller and Berwind, respectively, authorizing the execution, delivery and performance of this Agreement and the transactions contemplated hereby;form attached hereto as EXHIBIT B. (f) HMRI shall execute and deliver, and ARIAD shall cause ARIAD Corporation to execute and deliver, the Buyer shall deliver to Transamerica Assumption Agreement in the Seller copies of resolutions of the Board of Directors of the Buyer certified by the Secretary of the Buyer, authorizing the execution, delivery and performance of this Agreement and the transactions contemplated hereby; andform attached hereto as EXHIBIT C-1. (g) The parties shall execute and deliver the Seller Assignment and Assumption Agreement in the form attached hereto as EXHIBIT C-2. (h) The parties shall execute and deliver the Transition Services Agreement (the "Transition Services Agreement") in the form attached hereto as EXHIBIT D. (i) The parties shall execute and deliver the Metagenome Assignment Agreement (the "Metagenome Agreement") in the form attached hereto as EXHIBIT E. (i) ARIAD shall cause ARIAD Corporation to deliver to HMRI the Estoppel Letter (the "Estoppel Letter"), executed by Forest City Cambridge, Inc., in the form attached hereto as EXHIBIT F-1; (ii) HMRI shall, and ARIAD shall cause ARIAD Corporation to, execute and deliver the Consent to Sublease and the Sublease (together, the "Sublease") in the forms attached hereto as EXHIBIT F-2; and (iii) ARIAD shall cause ARIAD Corporation to terminate that certain Sublease entered into as of November 1, 1997, between ARIAD Corporation and HMRI (the "HMRI Office Sublease"). (k) HMRI shall execute and deliver to Incyte Pharmaceuticals, Inc. ("Incyte") the letter (the "Incyte Installation Site Designation Letter") in the form attached hereto as EXHIBIT G. (l) ARIAD shall deliver to the Buyer documents evidencing the termination HMRI evidence of the agreements release of any and delivery all security interests covering the ARIAD Membership Interest and the ARIAD Owned HAGC Property. (m) ARIAD shall deliver to HMRI all consents required pursuant to Section 4.1(g). (n) ARIAD shall deliver to HMRI all releases of documents described in Section 3.2(hsecurity interests, including UCC-3 termination statements, as contemplated by Sections 2.1(a) and (i2.1(b)(i). (o) ARIAD and HMRI shall execute and deliver the closing certificates contemplated by Section 11.1(a) and 11.2(a), respectively. (p) Each party shall deliver all other documents, instruments and certificates as the other party may reasonably request.

Closing Deliveries. Subject Possession of the Premises, subject to existing Leases, shall be delivered to the terms Buyer on the Closing Date, and conditions Seller shall thereupon deliver to Buyer the originals of all Leases and, to the extent in the possession of Seller, documents delivered pursuant to Paragraph 26 hereof, supplies, keys, personal property, and contracts, which delivery of such original items may be accomplished by making such items available to Buyer at the Closing:Premises. (a) As part of the Closing, Seller shall deliver to the Buyer certificates representing the Shares duly endorsed for transfer Buyer: (i) a quitclaim deed , conveying good and clear record and marketable fee title, subject to the Buyer, or with separate stock powers attached thereto duly endorsed for transfer to the BuyerPermitted Exceptions; (bii) a limited warranty ▇▇▇▇ of sale itemizing and conveying to Buyer, free and clear of all encumbrances, title to all of the Buyer shall deliver to Personal Property in the Seller the Estimated Payment Amount, by wire transfer of immediately available funds to a bank account designated by the Seller in writing prior to the Closingform attached hereto as Exhibit E; (ciii) the Buyer shall deliver an assignment to the Seller a certificate representing management company referenced in paragraphs 45 and 51 hereof of any contracts being assumed by said management company in the number of shares of Buyer Common Stock to be issued by the Buyer to the Seller at the Closingform attached hereto as Exhibit F; (div) a reaffirmation of Seller’s representations and warranties in the closing certificates and other documents required to be delivered pursuant to this Agreement will be exchangedform attached hereto as Exhibit G; (ev) the Seller shall deliver any transfer document or certificate required by any applicable governing body to complete this transaction including without limitation, an IRS 1099S form; (vi) subjected to the provisions of Paragraph 14 discharges, releases and terminations with respect to any mortgages, assignments, financing statements or other security documents with respect to the Premises or a payoff letter from the holder(s) of any such security document acceptable to Buyer copies of resolutions and the Title Company; (vii) appropriate evidence to establish the authority of the Seller and Berwind certified by the Secretary persons signing on behalf of the Seller to enter into and Berwind, respectively, authorizing close the execution, delivery and performance of this Agreement and the transactions contemplated hereby; (f) the Buyer shall deliver to the Seller copies of resolutions of the Board of Directors of the Buyer certified by the Secretary of the Buyer, authorizing the execution, delivery and performance of this Agreement and the transactions transaction contemplated hereby; and (g) the Seller shall deliver to the Buyer documents evidencing the termination of the agreements and delivery of documents described in Section 3.2(h) and (i).

Closing Deliveries. Subject At the Closing, in addition to the terms agreements set forth in Article IV, the parties shall execute and conditions hereofdeliver the following documents (the documents referred to in 1.8 (a) - (d) below collectively, at the Closing:"RELATED AGREEMENTS"): (a) the Sellers, the Seller Parent and the Buyer shall execute and deliver the bill of sale, assignment and assumption agreement in the form of EXHI▇▇▇ A attached hereto (the "BILL OF SALE, ASSIGNMENT AND ASSUMPTION AGREEMENT") pursuant to which ▇▇▇ Sellers will transfer and assign to the Buyer certificates representing certain of the Shares duly endorsed for transfer to Acquired Assets and the Buyer, or with separate stock powers attached thereto duly endorsed for transfer to Buyer will assume the BuyerAssumed Liabilities; (b) each of the Buyer Sellers and the Seller Affiliates who are holders of any Trademarks (as defined in Section 3.1(i)) included as part of the Acquired Assets shall execute and deliver, and the Seller Parent shall use its best efforts to cause any third party who is not a Seller Affiliate but who holds title or rights to any Trademark included in the Acquired Assets to execute and deliver to the Seller Buyer) one or more trademark assignments in the Estimated Payment Amountform of EXHIBIT B attached hereto (the "TRADEMARK ASSIGNMENT" and together with the BILL OF SALE, by wire transfer of immediately available funds to a bank account designated by ASSIGNMENT AND ASSUMPTION AGREEMENT, the Seller in writing prior to the Closing"TRANSFER DOCU▇▇▇▇S"); (c) the Sellers, the Seller Parent and the Buyer shall execute and deliver the non-competition and confidentiality agreement in the form of EXHIBIT C attached hereto (the "NON-COMPETITION AND CONFIDENTIALITY AGREEMENT") pursuant to which the Sellers and the Seller a certificate representing the number of shares of Buyer Common Stock Parent will covenant not to be issued by the Buyer to the Seller at the Closingengage in any Competitive Business (as defined therein); (d) the closing certificates Seller Parent and other documents required to be delivered the Buyer shall execute and deliver the license agreement in substantially the form of Exhibit D attached hereto (the "License Agreement") pursuant to this Agreement will which the Seller Parent shall be exchangedentitled to use the name "YouthStream Media Networks, Inc.", for a period of time after the Closing; (e) the Seller shall deliver to the Buyer copies of resolutions of Sellers and the Seller and Berwind certified by Parent shall cause their legal counsel to deliver legal opinions in the Secretary of forms attached as EXHIBIT E hereto (the Seller and Berwind, respectively, authorizing the execution, delivery and performance of this Agreement and the transactions contemplated hereby;"SELLERS' LEGAL OPINION"); and (f) the Buyer and the Buyer Parent shall cause their legal counsel to deliver a legal opinion addressed to the Seller copies of resolutions of the Board of Directors of the Buyer certified by the Secretary of the Buyer, authorizing the execution, delivery and performance of this Agreement Sellers and the transactions contemplated hereby; and Seller Parent in the form attached as EXHIBIT F hereto (g) the Seller shall deliver to the Buyer documents evidencing the termination of the agreements and delivery of documents described in Section 3.2(h) and (i"BUYER'S LEGAL OPINION").

Closing Deliveries. Subject to the terms and conditions hereof, at the Closing: (a) At the Seller Closing, each Stockholder shall deliver to NII and FMTTM the Buyer certificates (each a "Certificate") representing all of its issued and outstanding Company Capital Stock (which in the Shares aggregate with all of the Certificates delivered by all of the Stockholders shall represent all of the issued and outstanding Company Capital Stock), duly endorsed for in blank by such Stockholder, or accompanied by blank stock powers duly executed by such Stockholder and with all necessary transfer tax and other revenue stamps, acquired at such Stockholder's expense, affixed and canceled. Each Stockholder shall promptly cure any deficiencies with respect to the Buyer, endorsement of any of its Certificates or other documents of conveyance with separate respect to the stock powers attached thereto duly endorsed for transfer to the Buyer;accompanying such Certificates. (b) At the Buyer Closing, NII and FMTTM shall deliver to each holder of Company Capital Stock the Seller cash portion of the Estimated Payment Amount, Initial Merger Consideration payable to such holder at the Closing by wire transfer of immediately available funds and, provided that the Company shall have delivered instructions to a bank account designated by the Seller in writing prior NII as to the allocation of the shares of NII Common Stock that constitute part of the Initial Merger Consideration among the Stockholders at least two business days in advance of the Closing; , certificates (cbearing appropriate restrictive legends reflecting the transfer restrictions contemplated under this Agreement) the Buyer shall deliver to the Seller a certificate for such shares representing the number of shares of Buyer NII Common Stock payable to such holder at the Closing (and if such instructions are not delivered to NII within such time, NII shall deliver evidence to the Stockholders at Closing that NII has irrevocably instructed its transfer agent to deliver such shares to the Stockholders) less the amount of Initial Merger Consideration included in the Escrow Amount for each such holder. At the Contingent Payment Date, if the Contingent Merger Consideration is payable, NII and FMTTM shall deliver to each recipient of Initial Merger Consideration or their successors or assigns the cash portion of the Contingent Merger Consideration payable to such Person on the Contingent Payment Date by wire transfer of immediately available funds and, provided that the Company shall have delivered instructions to NII as to the allocation of the shares of NII Common Stock that constitute part of the Initial Merger Consideration among the Stockholders at least two business days in advance of the Contingent Payment Date, certificates representing the number of shares of NII Common Stock payable to such holder at the Contingent Payment Date (and if such instructions are not delivered to NII within such time, NII shall deliver evidence to the Stockholders at the Contingent Payment Date that NII has irrevocably instructed its transfer agent to deliver such shares to the Stockholders). (c) In the event any Certificates shall have been lost, stolen or destroyed, NII and FMTTM shall cause payment of Merger Consideration to be issued by made in exchange for such lost, stolen or destroyed certificates, upon the Buyer execution of an affidavit of that fact and agreement to indemnify the Company, NII and FMTTM for any claim that may be made against the Company, NII or FMTTM with respect to the Seller at the Closing;Certificates alleged to have been lost, stolen or destroyed, which indemnity shall be in such form as approved by NII and FMTTM. (d) Notwithstanding anything to the closing certificates and other documents required contrary in this Section 1.11, no party hereto shall be liable to be delivered a holder of shares of Company Capital Stock for any amount paid to a public official pursuant to this Agreement will be exchanged; (e) the Seller shall deliver to the Buyer copies of resolutions of the Seller and Berwind certified by the Secretary of the Seller and Berwindany applicable abandoned property, respectively, authorizing the execution, delivery and performance of this Agreement and the transactions contemplated hereby; (f) the Buyer shall deliver to the Seller copies of resolutions of the Board of Directors of the Buyer certified by the Secretary of the Buyer, authorizing the execution, delivery and performance of this Agreement and the transactions contemplated hereby; and (g) the Seller shall deliver to the Buyer documents evidencing the termination of the agreements and delivery of documents described in Section 3.2(h) and (i)escheat or similar law.

Closing Deliveries. Subject to the terms and conditions hereof, at (a) At the Closing, the Buyer shall deliver, the following documents: (ai) an Assignment and Assumption of Interests substantially in the form of Exhibit A hereto; and (ii) amendments to the limited liability company agreement and articles of organization for City Center LLC reflecting the assignment of membership Interests. (iii) such other assignments, instruments of transfer, and other documents as the Seller shall deliver may reasonably require in order to complete the transactions contemplated hereunder or to evidence compliance by the Buyer certificates representing with the Shares covenants, agreements, representations and warranties made by it hereunder, in each case, duly endorsed for transfer to the Buyer, or with separate stock powers attached thereto duly endorsed for transfer to executed by the Buyer; (biv) a duly executed and sworn Secretary's Certificate from the Buyer shall deliver (or the managing general partner or the administrative member of the Buyer, where appropriate) certifying that the Buyer has taken all necessary action to authorize the Seller execution of all documents being delivered hereunder and the Estimated Payment Amountconsummation of all of the transactions contemplated hereby and that such authorization has not been revoked, by wire transfer of immediately available funds to a bank account designated by the Seller in writing prior to the Closingmodified or amended; (cv) an executed and acknowledged Incumbency Certificate from the Buyer shall deliver (or the managing general partner or administrative member of the Buyer, where appropriate) certifying the authority of the officers of the Buyer (or the general partner of the Buyer, where appropriate) to execute this Agreement and the Seller a certificate representing the number of shares of Buyer Common Stock to be issued other documents delivered by the Buyer to the Seller at the Closing; ; (d) vi0 such other proof as Seller may reasonably request from time to time to evidence the closing certificates and other documents required to be delivered pursuant to this Agreement will be exchanged; (e) the Seller shall deliver to the Buyer copies of resolutions of the Seller and Berwind certified by the Secretary of the Seller and Berwind, respectively, authorizing the execution, delivery and performance of this Agreement and the transactions contemplated hereby; (f) the Buyer shall deliver to the Seller copies of resolutions of the Board of Directors authority of the Buyer certified by the Secretary of the Buyer, authorizing the execution, delivery and performance of this Agreement its officers and directors to execute all documents being delivered hereunder and consummate the transactions contemplated hereby; (vii0 all consents, approvals or waivers listed on Schedule J on terms satisfactory to the Sellers; (viii0 all transfer tax returns which are required by law and the regulations issued pursuant thereto in connection with the payment of all state or local real property transfer taxes that are payable or arise as a result of the consummation of the transactions contemplated by this Agreement, as prepared, determined and apportioned by Sellers and duly executed by the Buyer; (ix0 any forms or affidavits required to be filed with respect to the transfer of the Interests; (x0 a closing statement prepared by Seller in accordance with the terms hereof (such delivery may be waived by Seller as to the condition precedent benefitting it); and (xi0 with respect to the NY Life Loan being assumed or taken subject to by Buyer at Closing: (A) such documents as the holder of such NY Life Loan shall require in connection with the assumption or retention of such NY Life Loan by the Buyer, including, without limitation, replacement guaranties, letters of credit or other credit support to the extent such credit support has been provided by the Seller or their affiliates; (B) letters of credit necessary in order to obtain the return of any letters of credit provided with respect to the NY Life Loan currently being held by or for the benefit of the Third Party lender; and (gC) releases in the form of Exhibit D, executed by the holders of the NY Life Loan being assumed by the Buyer at that Closing, releasing Seller shall deliver and its affiliates, officers, directors and agents from all liability which may accrue or arise from and after the applicable Closing Date with respect to the Buyer documents evidencing the termination NY Life Loan or under any of the agreements Loan Documents (including all guaranties, indemnities and delivery letters of documents described in Section 3.2(h) and (icredit provided by the Sellers).

Closing Deliveries. Subject to the terms and conditions hereof, at At the Closing: (a) Seller will deliver the following to Buyer or its designees: (i) All consents, waivers or approvals obtained by Seller with respect to the consummation of the transactions contemplated by this Agreement, to the extent specifically required hereunder, including copies of the Seller’s Required Consents; (ii) Counterparts executed by Seller to an agreement assigning and conveying the Interests to Buyer in accordance with the terms of this Agreement, substantially in the form of Exhibit B hereto, and certificates evidencing the Interests, to the extent the Interests are certificated and not held by the trustee under the Indenture as collateral securing the Bond Indebtedness; (iii) A duly executed certification of non-foreign status under Section 1445(b)(2) of the Code substantially in the form of Exhibit C hereto; (iv) Resignation letters executed by each of the persons set forth on Section 2.02(a) of the Seller shall deliver Disclosure Schedule and, if requested by Buyer, each other person that prior to the Buyer certificates representing Closing shall be an officer and/or director (or any similar position) of any Acquired Company, evidencing such person’s resignation from each such position; (v) Limited liability company record books of each of the Shares duly endorsed for transfer Acquired Companies including organizational documents, corporate actions, and minutes and resolutions of directors, managers, and interest holders, as applicable; and (vi) Such other agreements, documents, instruments and writings as are required to be delivered by Seller at or prior to the Buyer, or with separate stock powers attached thereto duly endorsed for transfer Closing pursuant to the Buyer;terms of this Agreement or as are otherwise reasonably required in connection herewith. (b) Buyer will deliver the Buyer shall deliver following to the Seller or its designees: (i) Payment of the Estimated Payment Amount, Purchase Price by wire transfer of immediately available funds to a bank the account designated or accounts specified by the Seller in writing prior to the ClosingSeller; (cii) the Buyer shall deliver to the Seller a certificate representing the number of shares of Buyer Common Stock to be issued A counterpart executed by the Buyer to an agreement assigning and conveying the Seller at Interests to Buyer in accordance with the Closingterms of this Agreement, substantially in the form of Exhibit B hereto; (diii) All consents, waivers or approvals obtained by Buyer with respect to the closing certificates consummation of the transactions contemplated by this Agreement, to the extent specifically required hereunder, including copies of the Buyer’s Required Consents; and (iv) Such other agreements, documents, instruments and other documents writings as are required to be delivered by Buyer at or prior to the Closing Date pursuant to this Agreement will be exchanged; (e) the Seller shall deliver to the Buyer copies of resolutions of the Seller and Berwind certified by the Secretary of the Seller and Berwind, respectively, authorizing the execution, delivery and performance terms of this Agreement and the transactions contemplated hereby; (f) the Buyer shall deliver to the Seller copies of resolutions of the Board of Directors of the Buyer certified by the Secretary of the Buyer, authorizing the execution, delivery and performance of this Agreement and the transactions contemplated hereby; and (g) the Seller shall deliver to the Buyer documents evidencing the termination of the agreements and delivery of documents described or as are otherwise reasonably required in Section 3.2(h) and (i)connection herewith.

Closing Deliveries. Subject to the terms and conditions hereof, at (a) At the Closing, each of Sellers (as applicable) shall deliver or cause to be delivered to Purchaser: (ai) the Seller shall deliver B▇▇▇ of Sale, Assignment and Assumption Agreement, the Deeds with all Conveyance Tax stamps affixed, each Assignment of Lease, the Trademark Assignment and such other instruments, in form and substance reasonably satisfactory to Purchaser, as may be reasonably requested by Purchaser to effect the Buyer certificates representing transfer of the Shares Transferred Assets to Purchaser or evidence such transfer on the public records, in each case duly endorsed for transfer to executed by the Buyerrelevant one of Sellers (and Mayflower Plc, or with separate stock powers attached thereto duly endorsed for transfer to in the Buyercase of the Trademark Assignment); (bii) the Buyer shall deliver to the Seller the Estimated Payment AmountEmployee-Benefits Assignment and Assumption Agreement, by wire transfer of immediately available funds to a bank account designated executed by the Seller in writing prior to the Closingrelevant one of Sellers; (ciii) the Buyer shall deliver to the Seller a certificate representing the number of shares of Buyer Common Stock to be issued by the Buyer to the Seller at the ClosingTransition Services Agreement; (div) executed counterparts of each Ancillary Agreement other than the closing certificates and other documents required to be Ancillary Agreements delivered pursuant to this Agreement will be exchangedSection 2.09(a)(i) through (iii); (ev) a receipt for the Seller shall deliver Estimated Cash Purchase Price less the amount transferred to the Buyer copies of resolutions of the Seller Escrow Agent pursuant to Section 2.09(b)(i); (vi) a true and Berwind complete copy, certified by the Secretary or an Assistant Secretary of the relevant one of Sellers, of the constituent documents of each Seller and Berwind, respectively, authorizing the execution, resolutions duly and validly adopted by the Board of Directors or Board of Managers of such relevant one of Sellers evidencing its authorization of the execution and delivery of this Agreement and performance each applicable Ancillary Agreement and the consummation of the transactions contemplated hereby and thereby; (vii) a certificate of the Secretary or an Assistant Secretary of the relevant one of Sellers certifying the names and signatures of the officers of the relevant one of Sellers authorized to sign this Agreement and each applicable Ancillary Agreement and the other documents to be delivered hereunder and thereunder; (viii) a certificate of a duly authorized officer of the relevant one of Sellers certifying as to the matters set forth in Section 8.02(a); (ix) written confirmation that MVS and MVS-Michigan at or prior to the Closing have changed their respective names so that they do not contain the word “Mayflower” or the phrase “MVS”; (x) a certificate as described in Section 8.02(d) hereunder; (xi) customary title affidavits and certificates relating to the Transferred Real Property; and (xii) a favorable opinion of Seller’s special counsel as to due organization and good standing of and due authorization by Sellers and the enforceability (subject to customary exceptions) against Sellers of this Agreement and the relevant Ancillary Agreements in form and substance satisfactory to Purchaser; (xiii) mortgage releases or other lien satisfactions in connection with any non-Governmental Debt being repaid on the Closing Date and customary pay-off letters with respect to all Indebtedness being repaid on the Closing Date, including all Indebtedness for Borrowed Money, provided that once Sellers deliver the Deeds to Purchaser and the Deeds are accepted by Purchaser, Purchaser shall be responsible for obtaining and recording any mortgage releases or other lien satisfactions in connection with any Governmental Debt being repaid on the Closing Date and Sellers shall have no liability to Purchaser by reason of any such mortgages or liens remaining of record against any Owned Property after Closing; and (xiv) such other documents and instruments as shall be reasonably requested by Purchaser to effect the intent of this Agreement and to consummate the transactions contemplated hereby. (b) At the Closing, Purchaser shall deliver or cause to be delivered to Seller (except as set forth in (i) below): (i) US $5,000,000 of the Estimated Cash Purchase Price by bank transfer in immediately available funds to the Escrow Agent under the Escrow Agreement; (fii) US $7,500,000 of the Estimated Cash Purchase Price by bank transfer in immediately available funds to the Retention Account as provided in Section 2.10(b) hereof; (iii) the Buyer shall deliver balance of the Estimated Cash Purchase Price by wire transfer in immediately available funds to the Seller copies designated recipients thereof as provided in Section 2.10(a) hereof; (iv) executed counterparts of each Ancillary Agreement to which Purchaser is a party; (v) a true and complete copy, certified by the Secretary or an Assistant Secretary of Purchaser, of the constituent documents of Purchaser and the resolutions of duly and validly adopted by the Board of Directors of the Buyer certified by the Secretary Purchaser evidencing its authorization of the Buyer, authorizing the execution, execution and delivery and performance of this Agreement and the Ancillary Agreements to which it is a party and the consummation of the transactions contemplated herebyhereby and thereby; (vi) a certificate of the Secretary or an Assistant Secretary of Purchaser certifying the names and signatures of the officers of Purchaser authorized to sign this Agreement and the Ancillary Agreements and the other documents to be delivered hereunder and thereunder; (vii) a certificate of a duly authorized officer of Purchaser certifying as to the matters set forth in Section 8.01(a); (viii) an opinion of K▇▇▇▇▇▇▇ & E▇▇▇▇ LLP, Purchaser’s outside counsel, only as to due organization and good standing of and due authorization by Purchaser, and the enforceability (subject to the customary exceptions) against Purchaser of this Agreement and the relevant Ancillary Agreements, in form and substance satisfactory to Seller; and (gix) such other documents and instruments as shall be reasonably requested by Seller to effect the Seller shall deliver intent of this Agreement and to consummate the Buyer documents evidencing the termination of the agreements and delivery of documents described in Section 3.2(h) and (i)transactions contemplated hereby.

Closing Deliveries. Subject At or prior to the terms and conditions hereof, at the Closing: (a) Purchaser shall: (i) pay the Seller shall Escrow Shares to the Escrow Agent to be held pursuant to the Escrow Agreement; (ii) pay the Cash Consideration and the Closing Payment Shares (less the Escrow Shares) in accordance with the provisions set forth in Section 3.1; (iii) deliver to the Buyer certificates representing Members’ Representative the Shares Escrow Agreement, duly endorsed for transfer executed by Purchaser and the Escrow Agent; (iv) deliver to the BuyerKey Employees the Employment Agreements, or with separate stock powers attached thereto duly endorsed for transfer executed by Purchaser; (v) deliver to ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ the Executive Chairman Employment Agreement, duly executed by Purchaser; (vi) deliver to ▇▇▇▇ ▇▇▇▇▇▇▇ the Consulting Agreement, duly executed by Purchaser; (vii) deliver to Global Capital USA a commission agreement in form and substance mutually acceptable to Purchaser and Members’ Representative, (viii) deliver to the BuyerMembers the Voting Agreement, the Registration Rights Agreement and the Lock-Up Agreements, duly executed by Purchaser and the other parties thereto; (ix) deliver resignations effective as of the Closing Date of all of Purchaser’s officers and directors who are not appointed in accordance with Section 9.12; (x) a certificate of good standing, dated not more than five (5) days prior to the Closing Date, with respect to the Purchaser, issued by the appropriate government official of the Company’s jurisdiction of organization; (xi) evidence of the termination of agreements between the Purchaser and any of its directors or officers, except for agreements that provide for continuing obligations of the Purchaser to its directors or officers after the Closing, reasonably satisfactory to the Members’ Representative; and (xii) evidence reasonably satisfactory to the Company showing an aggregate amount of at least $15,000,000 in cash held by the Purchaser immediately prior to Closing in accordance with Section 10.3(e). (b) the Buyer The Company or Members, as applicable, shall deliver to Purchaser each of the Seller following (each in a form reasonably satisfactory to Purchaser): (i) membership interest powers or other instruments of transfer duly executed in blank with respect to the Estimated Payment AmountInterests, by wire transfer duly executed in blank; (ii) a certificate of immediately available funds to a bank account designated by the Seller in writing good standing, dated not more than five (5) days prior to the ClosingClosing Date, with respect to the Company, issued by the appropriate government official of the Company’s jurisdiction of organization; (ciii) the Buyer shall deliver to the Seller an IRS Form W-9 and a certificate representing pursuant to Treasury Regulations Section 1.1445-2(b), executed by each Member, certifying that such Member is not a foreign person within the number meaning of shares Section 1445 of Buyer Common Stock to be issued by the Buyer to the Seller at the ClosingCode; (div) the closing certificates and other documents required to be delivered pursuant to this Agreement will be exchangedEscrow Agreement, duly executed by the Members’ Representative; (ev) the Seller shall deliver to Voting Agreement, the Buyer copies of resolutions of the Seller and Berwind certified by the Secretary of the Seller and Berwind, respectively, authorizing the execution, delivery and performance of this Registration Rights Agreement and the transactions contemplated herebyLock-Up Agreements, duly executed by the Members; (fvi) the Buyer shall deliver Assignment and Assumption Agreements of the JR Trust Entities to the Seller copies of resolutions Purchaser, duly executed by ▇▇. ▇▇▇▇▇▇▇ and such other members, if any, of the Board of Directors of the Buyer certified by the Secretary of the Buyer, authorizing the execution, delivery and performance of this Agreement and the transactions contemplated herebyentities; and (gvii) the Seller shall deliver Standstill Agreement, duly executed and delivered to the Buyer documents evidencing the termination of the agreements and delivery of documents described in Section 3.2(h) and (i)Members.

Closing Deliveries. Subject to the terms and conditions hereof, 4.1 Deliveries by Vendor at the Closing:Closing [Deleted for Confidentiality Purposes] (a) the Seller shall deliver to the Buyer A certificate or certificates representing the Shares Shares, duly endorsed for transfer by Vendor or accompanied by a power of attorney to the Buyer, or with separate stock powers attached thereto transfer such shares to Purchaser duly endorsed for transfer to the Buyerexecuted by Vendor; (b) A certified copy of a directors resolution of the Buyer shall deliver to Company approving of and authorizing the Seller the Estimated Payment Amount, by wire transfer of immediately available funds the Shares from Vendor to a bank account designated by the Seller in writing prior to the ClosingPurchaser; (c) A new share certificate issued in the Buyer shall deliver to name of Purchaser in respect of the Seller a certificate representing the number of shares of Buyer Common Stock to be issued by the Buyer to the Seller at the ClosingShares; (d) A certificate of an officer or director of Vendor in the closing certificates form specified in Schedule "M" in respect of the matters referred to in Clauses, 3.1(a), 3.1(b) and other documents required to be delivered pursuant to this Agreement will be exchanged3.1(c); (e) Resignations of all directors and officers of the Seller Company from all such positions and offices within the Company and a release from each such individual pursuant to which he or she releases all Claims that he or she has or may at any time have against the Company, which shall deliver be in the form set forth in Schedule "N"; 195786\614696.v6 (f) Releases and registerable discharges or no interest letters in respect to all Security Interests granted by Vendor, or the Company in respect of the Assets or the Shares or otherwise requested by Purchaser a reasonable time prior to the Buyer copies of resolutions Closing Time; (g) [Deleted for Confidentiality Purposes] (h) [Deleted for Confidentiality Purposes] (i) [Deleted for Confidentiality Purposes] (j) Evidence satisfactory to Purchaser acting reasonably that the entire beneficial right, title, estate and interest of the Seller [Deleted for Confidentiality Purposes] in and Berwind certified to the Assets has been transferred and assigned to the Company, free and clear of all Encumbrances granted through or under the [Deleted for Confidentiality Purposes] or its Affiliates other than those in respect of which a discharge, release or no interest letter is delivered at or prior to Closing; (k) The Closing Statement; (l) The original minute books of the Company; (m) A certificate of Vendor confirming that the conditions precedent set forth in Clause 3.2 have been waived by Vendor or satisfied; and (n) Receipts for that portion of the Adjusted Purchase Price payable at Closing. 4.2 Deliveries by the Secretary Purchaser at Closing [Deleted for Confidentiality Purposes] (a) Pay to Vendor in the manner contemplated in Clause 2.4, that portion of the Seller Adjusted Purchase Price payable at Closing; (b) Deliver to Vendor a certificate of an officer or director of the Purchaser, in the form of Schedule "M" in respect of matters referred to in Clauses 3.2(b) and Berwind3.2(c); (c) Deliver releases in favour of each of the directors and officers of the Company, respectivelyreleasing such individual from all Claims that the Company has or may at any time have against such individual in his or her capacity as an officer or director thereof, which shall be in the form set forth in Schedule "N"; (d) Deliver a certified copy of a resolution of the board of directors of Purchaser authorizing the execution, delivery and performance of this Agreement and the transactions consummation of the Transaction contemplated herebyherein, along with a certificate executed by an officer of Purchaser certifying that such copy is true, correct and complete and that such resolutions were duly adopted and have not been amended or rescinded; (e) Deliver a certificate of Purchaser confirming that the conditions precedent set forth in Clause 3.1 have been waived by Purchaser or satisfied; (f) the Buyer shall deliver to the Seller copies of resolutions of the Board of Directors of the Buyer certified by the Secretary of the Buyer, authorizing the execution, delivery and performance of this Agreement and the transactions contemplated hereby; and[Deleted for Confidentiality Purposes] (g) Deliver the Seller shall deliver to the Buyer documents evidencing the termination of the agreements and delivery of documents described in Section 3.2(h) and (i)Parental Guarantee. 4.3 [Deleted for Confidentiality Purposes] 4.4 [Deleted for Confidentiality Purposes]

Closing Deliveries. Subject to Contemporaneously with the terms execution and conditions hereof, at the Closingdelivery of this Agreement: (a) the Seller shall will endorse and deliver to Buyer any certificates of title and such other documents and instruments as may be necessary under applicable Law to effect or record the transfer of any Asset for which ownership is evidenced by a certificate of title, if any, to Buyer certificates representing the Shares duly endorsed for transfer and to the Buyerconvey to Buyer good and marketable title in such Assets, or with separate stock powers attached thereto duly endorsed for transfer to the Buyerfree and clear of any Liens, other than Permitted Liens; (b) the Buyer shall Seller will execute and deliver to Buyer a ▇▇▇▇ of Sale conveying the Seller the Estimated Payment AmountAssets to Buyer, by wire transfer of immediately available funds to a bank account designated by the Seller in writing prior to the Closingwhich is attached hereto as Exhibit A; (c) the Buyer shall and Seller will execute and deliver to each other an Assignment and Assumption Agreement evidencing the Seller a certificate representing assumption by Buyer of the number of shares of Buyer Common Stock to be issued by the Buyer to the Seller at the ClosingAssumed Liabilities, which is attached hereto as Exhibit B; (d) the closing certificates B G Staff Services Inc. and Seller will execute and deliver to each other documents required to be delivered pursuant to this Agreement will be exchangedan employee lease agreement, which is attached hereto as Exhibit C; (e) B G Staff Services Inc. and the Seller shall Selling Person will execute and deliver to each other an employment agreement (the Buyer copies of resolutions of the Seller and Berwind certified by the Secretary of the Seller and Berwind“Employment Agreement”), respectively, authorizing the execution, delivery and performance of this Agreement and the transactions contemplated herebywhich is attached hereto as Exhibit D; (f) the Buyer shall Seller will deliver to the Seller copies of resolutions of the Board of Directors of the Buyer certified by the Secretary of the executed UCC Termination Statements or other evidence satisfactory to Buyer, authorizing such as customary payoff letters, to evidence the executionrelease of any and all Liens on the Assets, delivery other than Permitted Liens; (g) Seller will deliver to Buyer all third Person consents that are necessary for the transfer of any Assets, including the Assumed Contracts, in accordance with Section 4.8; (h) Seller will execute and performance deliver to Buyer such other assignments, releases, consents to assignment and other instruments of sale, conveyance, assignment, assumption and transfer satisfactory in form and in substance to Buyer as reasonably requested by Buyer in order to convey to Buyer all right, title and interest in and to the Assets in the manner provided for in this Agreement and the transactions contemplated herebyAgreement; and (gi) the Seller shall will deliver to Buyer or otherwise make available the Buyer documents evidencing originals or copies of all of Seller’s books, Records, ledgers, disks, proprietary information and other data relating to the termination Assets and the Business and all other written or electronic depositories of information relating to the agreements Assets and delivery of documents described the Business, including any log-in Section 3.2(h) information and passwords necessary to access such information (iexcept for the Purchase Price).

Closing Deliveries. Subject At Closing, the parties hereto will deliver or cause to be delivered the following, fully executed and in form and substance reasonably satisfactory to the terms receiving party(ies): (1) ACS2 will deliver to Dynamic stock certificates of ACS2, duly endorsed by the original ACS2 Stockholders or with stock powers attached, representing all of the issued and conditions hereofoutstanding shares of ACS2 Common Stock; provided, however, that a failure by ACS2 to deliver the same will not be deemed a breach of this Agreement. (2) Dynamic will deliver to the Original ACS2 Stockholders' certificates representing the shares of Dynamic Common Stock comprising the Merger Consideration set forth in Article II, less the stock to be held subject to the Escrow Agreement. Certificates evidencing stock to be held in escrow will instead be delivered to the escrow agent pursuant to such Escrow Agreement. (3) Each will deliver to the other parties and the Original ACS2 Stockholders 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. (4) Each party will deliver an opinion of its legal counsel, in form and substance reasonably acceptable to the receiving party(ies). (5) Each party will deliver the Certificates of Merger in form acceptable for filing with the applicable Secretaries of State. (6) Each party thereto will deliver to the other parties thereto the Escrow Agreement and Registrations Rights Agreement. (7) Dynamic will deliver to Kevin D. Lee, the Employme▇▇ ▇▇▇▇▇▇▇▇t and Stock Option Agreement referenced in the Contribution Agreement. (8) 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: (ai) Certificates of Existence and/or "Good Standing" regarding the Seller shall deliver to the Buyer certificates representing the Shares duly endorsed for transfer to the Buyerdelivering party and its subsidiaries, or with separate stock powers attached thereto duly endorsed for transfer to the Buyer; (b) the Buyer shall deliver to the Seller the Estimated Payment Amount, by wire transfer of immediately available funds to a bank account designated certified by the Seller in writing prior to the appropriate Secretary of State and dated within (10) business days of Closing; (cii) Incumbency Certificates certifying the Buyer shall deliver to the Seller a certificate representing the number of shares of Buyer Common Stock to be issued by the Buyer to the Seller at the Closing; (d) the closing certificates and other documents required to be delivered pursuant to this Agreement will be exchanged; (e) the Seller shall deliver to the Buyer copies of resolutions identity of the Seller and Berwind certified by the Secretary officers of the Seller delivering party and Berwind, respectively, authorizing the execution, delivery and performance of this Agreement and the transactions contemplated hereby; (f) the Buyer shall deliver to the Seller copies of resolutions of the Board of Directors of the Buyer certified by the Secretary of the Buyer, authorizing the execution, delivery and performance of this Agreement and the transactions contemplated herebyits subsidiaries; and (giii) Charters, Operating Agreement or Certificates of Incorporation, as certified by the Seller shall deliver to the Buyer documents evidencing the termination appropriate Secretary of State within ten (10) business days of Closing, and Bylaws, as certified by an appropriate officer as of Closing, of the agreements delivering party and delivery of documents described in Section 3.2(h) and (i)its subsidiaries.

Closing Deliveries. Subject to To effectuate the terms and conditions hereof, at the Closingtransactions contemplated hereby: (a) the Seller SGII shall deliver to the Buyer certificates representing the Shares duly endorsed for transfer to the Buyer, or with separate stock powers attached thereto duly endorsed for transfer to the Buyer; (b) the Buyer shall deliver to the Seller the Estimated Payment Amount, by wire transfer of immediately available funds to a bank account designated by the Seller in writing prior to the Closing; (c) the Buyer shall deliver to the Seller a certificate representing the number of shares of Buyer Common Stock to be issued by the Buyer to the Seller Company at the Closing; (d) Initial Closing a certified copy of the closing certificates and other documents required to be delivered pursuant to this Agreement will be exchanged; (e) the Seller shall deliver to the Buyer copies of resolutions of the Seller and Berwind certified by the Secretary SGII's board of the Seller and Berwind, respectivelydirectors, authorizing the execution, delivery execution and performance of this Agreement and the transactions contemplated hereby;all documents to be delivered in connection with this Agreement; and (fb) the Buyer Shareholders, including SGII, shall deliver to the Seller copies Company at each Closing all of the following: (1) an assignment separate from certificate, duly executed in blank, for the Escrowed Stock as to which Regulatory Approval has been received or which has been released from the Escrow for any other reason whatsoever and, certificates representing such Escrowed Stock; and (2) a certificate duly executed by each Shareholder pursuant to which the Shareholder represents and warrants to the Company that the Shareholder's representations and warranties to the Company are true and correct as of the Closing Date as if then originally made and that all documents to be executed and delivered by the Shareholder at the Closing have been duly executed; and (c) the Company shall deliver at Initial Closing to the Shareholders all of the following: (1) a certified copy of resolutions of the Board Company's board of Directors of the Buyer certified by the Secretary of the Buyerdirectors, authorizing the execution, delivery execution and performance of this Agreement and the transactions contemplated herebyall documents to be delivered in connection with this Agreement; and (g2) the Seller Redemption Consideration as set forth on Exhibit A attached hereto; provided, however, the Company acknowledges that it is hereby instructed by SGII to issue the number of shares of Common Stock which constitutes part of SGII's Redemption Consideration to the parties and in the amounts set forth on Exhibit B attached hereto and SGII hereby agrees that it shall be responsible for the compliance by such parties with SGII's and their obligations hereunder, including, without limitation, the obligations set forth under Section 6(b); (d) in the event the Escrowed Shares are cancelled prior to release from the Escrow, the Shareholders, including SGII, shall deliver to the Buyer documents evidencing the termination Company a general release of the agreements Company from all claims in connection with the Escrowed Stock, except for obligations of the Company under this Agreement; and (e) the parties shall execute and delivery of documents described in Section 3.2(h) deliver at any Closing, or any time thereafter, such further documents, and (i)shall perform such further acts, as may be necessary or desirable to effectuate the transactions contemplated by this Agreement.

Closing Deliveries. Subject Administrative Agent shall have received the following documents, instruments, agreements, and other information, each of which shall be in form and substance and executed in such counterparts as shall be acceptable to Administrative Agent and Required Lenders and each of which shall, unless otherwise indicated, be dated the terms and conditions hereof, at the ClosingClosing Date: (ai) the Seller shall deliver to the Buyer certificates representing the Shares duly endorsed for transfer to the Buyer, or with separate stock powers attached thereto duly endorsed for transfer to the Buyerthis Agreement; (bii) the Buyer shall deliver a Note payable to the Seller order of each Lender in the Estimated Payment Amountamount of such Lender's Commitment, duly executed by wire transfer of immediately available funds to a bank account designated by the Seller in writing prior to the ClosingBorrower; (ciii) the Buyer shall deliver to the Seller a certificate representing the number of shares of Buyer Common Stock to be issued Mortgages duly executed by the Buyer appropriate Person covering the Cometra Mortgaged Properties, accompanied by such financing statements requested by Administrative Agent to perfect the Seller at the ClosingLiens granted by such Mortgages; (div) Existing Mortgage Amendments duly executed by the appropriate Person; (v) a Guaranty Agreement duly executed by each of Borrower's Subsidiaries; (vi) a Security Agreement duly executed by Borrower and its Subsidiaries, accompanied by such financing statements executed by Borrower and its Subsidiaries as Administrative Agent shall request to perfect the Liens granted pursuant to the Security Agreement; (vii) a Pledge Agreement duly executed by Borrower and its Subsidiaries, as appropriate, together with (A) certificates evidencing (1) 100% of the issued and outstanding Capital Stock of Borrower's Subsidiaries (all certificates delivered pursuant to this provision shall be duly endorsed or accompanied by duly executed blank stock powers), and (B) accompanied by such financing statements executed by Borrower as Administrative Agent shall request to perfect the Liens granted pursuant to the Pledge Agreement; (viii) opinions of Vins▇▇ & ▇lki▇▇ ▇.▇.P. and Rubi▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇stant & Frie▇▇▇▇, ▇▇ecial counsel for Borrower and its Subsidiaries, favorably opining as to the enforceability of each of the Loan Documents executed and delivered by Borrower and its Subsidiaries and to such other matters as Administrative Agent or Required Lenders may reasonably request; (ix) certificates executed by an Authorized Officer of Borrower stating that (A) the closing representations and warranties of Borrower contained in this Agreement and the other Loan Documents are true and correct in all respects, (B) no Default or Event of Default has occurred which is continuing, and (C) all conditions set forth in this SECTION 6.01 and in SECTION 6.02 have been satisfied; (x) such resolutions, certificates and other documents required to be delivered pursuant to this Agreement will be exchanged; (e) the Seller shall deliver relating to the Buyer copies of resolutions existence of the Seller and Berwind certified by Loan Parties, the Secretary of the Seller and Berwindcorporate, respectivelypartnership, authorizing or limited liability company authority for the execution, delivery and performance of this Agreement Agreement, the Notes, the other Loan Documents, and the transactions contemplated hereby; (f) the Buyer shall deliver certain other matters relevant hereto, in form and substance satisfactory to the Seller copies of Administrative Agent, which resolutions, certificates and documents include resolutions of the Board directors of Directors of the Buyer certified by the Secretary of the Buyer, each Loan Party authorizing the execution, delivery delivery, and performance of this Agreement the Loan Documents and certificates of incumbency for each Loan Party; (xi) all documents required by Administrative Agent to evidence that, subject only to disbursement and application of initial Borrowing, the Cometra Acquisition shall have closed, which must occur on or before February 28, 1997; (xii) Agents have completed a review of Borrower's environmental due diligence with respect to the Cometra Assets and of the policies and procedures of Borrower and its Subsidiaries with respect to compliance with Environmental Laws, and Agents are reasonably satisfied with the results of that review; (xiii) title information with respect to the Cometra Assets sufficient to enable Agents or their counsel to review title to that part of the Cometra Assets deemed necessary by Agents, and Agents are reasonably satisfied with the results of that review; (xiv) copies of registration statements, offering memorandums, or other information filed with the Securities and Exchange Commission sufficient to enable Agents to verify that the Common Stock Offering and the transactions contemplated herebyApproved Notes Offering have been initiated; and (gxv) an unaudited pro forma consolidated balance sheet of Borrower and its Consolidated Subsidiaries which projects the Seller shall deliver financial condition of Borrower and its Consolidated Subsidiaries as at the Closing Date after giving effect to the Buyer documents evidencing Common Stock Offering, the termination Approved Notes Offering, the initial extensions of credit under this Agreement, and the acquisition of the agreements Cometra Assets and delivery which enables Agents to verify that Borrower will have adequate liquidity on and after the Closing Date, in the sole judgment of documents described in Section 3.2(h) and (i)Agents.

Closing Deliveries. Subject (a) On or prior to the terms and conditions date hereof, at Buyer shall have delivered the Closingfollowing to Sellers: (ai) A copy of any governmental filing, authorization or approval that is required for the Seller shall deliver to consummation of the Buyer certificates representing the Shares duly endorsed for transfer to the Buyer, or with separate stock powers attached thereto duly endorsed for transfer to the transactions contemplated hereby by Buyer; (ii) An executed counterpart to each of the Non-Compete Agreement, the Elk Grove Village Lease Agreement and the ▇▇▇▇ of Sale; (iii) certified copies of the certificate of incorporation and bylaws of Buyer and the resolutions of Buyer’s board of directors authorizing the execution, delivery and performance of this Agreement and the other Transaction Documents, and approving the consummation of the transactions contemplated hereby and thereby; and (iv) certificates of the secretary of state of the jurisdiction in which Buyer is incorporated stating that Buyer is in good standing. (b) the Buyer shall deliver to the Seller the Estimated Payment Amount, by wire transfer of immediately available funds to a bank account designated by the Seller in writing On or prior to the Closingdate hereof, Sellers have delivered the following to Buyer: (i) A copy of all consents from and approvals by third parties required for the transfer of the Purchased Assets to Buyer; (cii) An executed counterpart to each of the Buyer shall deliver to Non-Compete Agreement, the Seller a certificate representing Elk Grove Village Lease Agreement and the number ▇▇▇▇ of shares of Buyer Common Stock to be issued by the Buyer to the Seller at the ClosingSale; (diii) Copies of releases, in customary form, of any and all Liens (other than Permitted Encumbrances) with respect to any of the closing certificates and other documents required to be delivered pursuant to this Agreement will be exchangedPurchased Assets, including releases of all Liens securing Liabilities under the MSC Credit Facility; (eiv) the Seller shall deliver to the Buyer Certified copies of the articles of incorporation and bylaws of each Seller and the resolutions of each Seller’s board of directors and the Seller and Berwind certified by the Secretary resolutions of the Seller and Berwindeach Seller’s shareholders, respectivelyif necessary, authorizing the execution, delivery and performance of this Agreement and the other Transaction Documents, and approving the consummation of the transactions contemplated herebyhereby and thereby; (fv) the Buyer shall deliver to the Seller copies of resolutions Certificates of the Board secretary of Directors state of the Buyer certified by jurisdiction in which each Seller is incorporated and each jurisdiction where it is qualified to do business stating that each Seller is in good standing or the Secretary of the Buyer, authorizing the execution, delivery and performance of this Agreement and the transactions contemplated herebyapplicable equivalent; and (gvi) Such other documents or instruments as Buyer may reasonably request in order to effect the Seller shall deliver to the Buyer documents evidencing the termination transfer of the agreements and delivery of documents described in Section 3.2(h) and (i)Purchased Assets to Buyer.

Closing Deliveries. Subject to the terms and conditions hereof, at At the Closing, the parties shall make, execute, acknowledge and deliver, or cause to be made, executed, acknowledged and delivered through the Attorney-in-Fact (see ARTICLE 6.1 below), the legal documents and other items (collectively the "CLOSING DOCUMENTS") necessary to carry out the intention of this Contribution Agreement, which Closing Documents and other items shall include, without limitation, the following: (ai) A Contribution and Assumption Agreement for each of the Seller shall deliver to the Buyer certificates representing the Shares duly endorsed for transfer to the Buyer, or with separate stock powers attached thereto duly endorsed for transfer to the BuyerPartnerships; (bii) An individual quitclaim deed for each Property fully executed and duly acknowledged from each of the Buyer shall deliver to individual constituent partners and/or members of the Seller the Estimated Payment AmountContributor, by wire transfer of immediately available funds to a bank account designated as required by the Seller in writing prior to the ClosingOperating Partnership; (ciii) An Assignment and Assumption Agreement duly executed and delivered by the Buyer shall deliver Contributor and the Operating Partnership, whereby the Contributor assigns its rights under the Property Management Agreement to the Seller a certificate representing the number of shares of Buyer Common Stock to be issued by the Buyer to the Seller at the ClosingOperating Partnership; (div) The Amendment or the closing certificates and other documents required Certificates evidencing the transfer of OP Units to be delivered pursuant to this Agreement will be exchangedthe Contributor; (ev) An American Land Title Assurances ("ALTA") policy of title insurance with appropriate endorsements and levels of reinsurance for the Seller Property issued as of the Closing Date or endorsements or other assurances that the existing policy or policies of title insurance are sufficient for purposes of this Contribution Agreement, which the Contributor shall deliver cause the tite company to issue to the Buyer copies of resolutions of Operating Partnership in a form acceptable to the Seller and Berwind certified Operating Partnership (the "TITLE POLICIES") including satisfaction by the Secretary Contributor of the Seller any and Berwind, respectively, authorizing the execution, delivery and performance of this Agreement and the transactions contemplated herebyall title company requirements applicable to it; (fvi) the Buyer shall deliver to the Seller copies The Partnerships' books and records and securities or other evidences of resolutions of the Board of Directors of the Buyer certified ownership held by the Secretary of the Buyer, authorizing the execution, delivery and performance of this Agreement and the transactions contemplated herebyContributor; and (gvii) An affidavit from the Seller shall deliver Contributor, stating under penalty of perjury, the Contributor's United States Taxpayer Identification Number and that the Contributor is not a foreign person pursuant to the Buyer documents evidencing the termination section 1445(b)(2) of the agreements Code and delivery of documents described in Section 3.2(h) a comparable affidavit satisfying California and (i)any other withholding requirements.

Closing Deliveries. Subject to the terms and conditions hereof, at (a) In connection with the Closing, the Sellers or the Practice as the case may be, shall deliver to AmeriPath the following: (ai) the Seller shall deliver to Practice Stock Certificate evidencing all of the Buyer certificates representing the Shares duly endorsed for transfer to the Buyer, or with separate stock powers attached thereto duly endorsed for transfer to the BuyerShares; (bii) the Buyer shall deliver to the Seller the Estimated Payment Amount, by wire transfer of immediately available funds to a bank account designated by the Seller in writing prior to the Closing; (c) the Buyer shall deliver to the Seller a certificate representing the number of shares of Buyer Common Stock to be issued by the Buyer to the Seller at the Closing; (d) the closing certificates and other documents required to be delivered pursuant to this Agreement will be exchanged; (e) the Seller shall deliver to the Buyer copies of resolutions of the Seller and Berwind certified by the Secretary of the Seller and Berwindall consents, respectivelyapprovals, authorizing waivers or other authorizations from any Person or Authority required with respect to the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby; (fiii) the Buyer Employment Agreements, each executed by the relevant Seller and the Practice; (iv) the Termination and Release Agreement, executed by each Seller and the Practice; (v) an Opinion of Counsel to the Practice and the Sellers in substantially the form attached hereto as Exhibit E; and (vi) a duly executed Pathology Services Agreement between the Practice and SLH on terms acceptable to AmeriPath; (vii) a duly executed Pathology Services Agreement between the Practice and S▇ ▇▇▇▇▇▇▇▇ on terms acceptable to AmeriPath; (viii) a duly executed Pathology Services Agreement between the Practice and SL South on terms acceptable to AmeriPath; (ix) a duly executed Asset Purchase Agreement between SLH and the Practice on terms acceptable to AmeriPath; (x) the Merger Agreement, duly executed by the Practice and Kansas P.A.; and (xi) a certificate, signed by the Practice’s secretary as to its articles of incorporation and bylaws, the resolutions adopted by its board of directors and stockholders in connection with this Agreement and the incumbency of certain of its officers. (b) In connection with the Closing, AmeriPath (or the appropriate AmeriPath Entity) shall deliver to the Seller copies of resolutions of the Board of Directors of the Buyer certified by the Secretary of the Buyer, authorizing the execution, delivery and performance of this Agreement and the transactions contemplated hereby; and (g) the Seller shall deliver cash consideration required to be paid or delivered to the Buyer documents evidencing the termination of the agreements and delivery of documents described Sellers in accordance with Section 3.2(h) and (i).1.1;

Closing Deliveries. Subject to The following items shall be delivered by the terms and conditions hereof, parties at the Closing: (a) By the Seller. At the Closing, the Seller shall deliver to Purchaser and IP Purchaser the Buyer certificates representing following: (i) bills of sale, assignment documents and other instruments of transfer duly executed by the Shares duly endorsed for transfer Seller, which are reasonably requested by Purchaser to vest in Purchaser and IP Purchaser title to the BuyerPurchased Assets; (ii) the ▇▇▇▇(s) of Sale, the Assignment and Assumption Agreement, Cross License Agreement, Customer Matters Agreement, Noncompetition Agreement, Transition Agreement, and Site License Agreement each duly executed by the Seller and, as the case may be, the Shareholder; (iii) the authorizations, consents and approvals set forth in Schedule 7.3(a)(iii) attached hereto; and, Asset Purchase Agreement Execution Version (iv) a certificate of a secretary or with separate stock powers assistant secretary of Seller dated the Closing Date certifying the adoption of attached thereto duly endorsed for transfer resolutions of Seller’s Board of Directors and Shareholder authorizing the execution, delivery and performance of this Agreement and the related agreements, documents and instruments referred to the Buyer;herein. (b) By Purchaser and IP Purchaser. At the Buyer Closing, Purchaser and IP Purchaser shall deliver to the Seller Seller, the Estimated Payment Amountfollowing: (i) the ▇▇▇▇(s) of Sale, the Assignment and Assumption Agreement, Cross License Agreement, Customer Matters Agreement, Noncompetition Agreement, Transition Agreement, and Site License Agreement each duly executed by wire transfer of immediately available funds to a bank account designated by the Seller in writing prior to the ClosingPurchaser and/or IP Purchaser, as applicable; (cii) the Buyer shall deliver to the Seller a certificate representing of Purchaser dated the number Closing Date and signed on its behalf by its secretary or assistant secretary certifying the adoption of shares of Buyer Common Stock to be issued by the Buyer to the Seller at the Closing; (d) the closing certificates and other documents required to be delivered pursuant to this Agreement will be exchanged; (e) the Seller shall deliver to the Buyer copies of attached resolutions of the Seller and Berwind certified by the Secretary Purchaser’s Board of the Seller and BerwindDirectors, respectivelyand, if necessary, shareholder, authorizing the execution, delivery and performance of this Agreement and the transactions contemplated hereby; (f) the Buyer shall deliver related agreements, documents and instruments referred to the Seller copies of resolutions of the Board of Directors of the Buyer certified by the Secretary of the Buyer, authorizing the execution, delivery and performance of this Agreement and the transactions contemplated herebyherein; and (giii) the Seller shall deliver to the Buyer documents evidencing the termination payment by wire transfer of the agreements and delivery of documents described Purchase Price as provided in Section 3.2(h) and (i)2.3 of this Agreement.

Closing Deliveries. Subject Agent shall have received each of the following documents, instruments and agreements, each of which shall be in form and substance and executed in such counterparts as shall be acceptable to Agent and each Bank and each of which shall, unless otherwise indicated, be dated the terms and conditions hereof, at the ClosingClosing Date: (ai) the Seller shall deliver a Note payable to the Buyer certificates representing order of each Bank, each in the Shares amount of such Bank's Commitment duly endorsed for transfer to the Buyer, or with separate stock powers attached thereto duly endorsed for transfer to the Buyerexecuted by Borrower; (bii) the Buyer shall deliver to the Seller the Estimated Payment Amount, Mortgages duly executed and delivered by wire transfer of immediately available funds to a bank account designated by the Seller Borrower creating first and prior Liens in writing prior to the Closingall Borrowing Base Properties; (ciii) the Buyer shall deliver Assignment and Amendment to the Seller a certificate representing the number of shares of Buyer Common Stock to be issued Mortgages duly executed and delivered by the Buyer to the Seller at the ClosingTCW and Borrower; (div) the closing Mercury Pledge Agreement duly executed and delivered by Mercury (together with certificates evidencing all shares of capital stock of MSR and other documents required to Borrower owned by Mercury, which certificates shall be delivered pursuant to this Agreement will be exchangedendorsed in blank or accompanied by stock transfer powers which have been executed in blank); (ev) the Seller QELC Pledge Agreement duly executed and delivered by QELC (together with certificates evidencing all shares of capital stock of Borrower owned by Mercury, which certificates shall deliver to the Buyer copies of resolutions of the Seller and Berwind certified be endorsed in blank or accompanied by the Secretary of the Seller and Berwind, respectively, authorizing the execution, delivery and performance of this Agreement and the transactions contemplated herebystock transfer powers which have been executed in blank); (fvi) the Buyer shall deliver to the Seller copies of resolutions ▇▇▇▇▇▇ Family Pledge Agreements duly executed and delivered by each member of the Board ▇▇▇▇▇▇ Family Group (together with certificates evidencing all shares of Directors capital stock of MSR and Borrower owned by members of the Buyer certified ▇▇▇▇▇▇ Family Group, which certificates shall be endorsed in blank or accompanied by stock transfer powers which have been duly executed in blank); (vii) the Collateral Assignments duly executed by Borrower; (viii) such financing statements in form and substance acceptable to Agent and executed by each Credit Party as Agent shall specify to fully evidence and perfect all Liens contemplated by the Secretary Loan Papers, all of the Buyer, authorizing the execution, delivery and performance which shall be filed of this Agreement and the transactions contemplated hereby; and (g) the Seller record in such jurisdictions as Agent shall deliver to the Buyer documents evidencing the termination of the agreements and delivery of documents described require in Section 3.2(h) and (i).its sole direction;

Closing Deliveries. Subject The obligations of each Party to consummate the transactions to be performed under the terms and conditions hereof, at of this Agreement in connection with the ClosingClosing are subject to satisfaction of the following deliveries: (a) SIEMENS Deliveries. SIEMENS shall deliver, or cause to be delivered to ▇▇▇▇▇▇, the Seller shall deliver following documents: (i) the Escrow Agreement executed by SIEMENS, in substantially the form of the attached Exhibit A; (ii) a ▇▇▇▇ of sale executed by SIEMENS whereby SIEMENS will vest in ▇▇▇▇▇▇ good and marketable title to the Buyer certificates representing Acquired Assets (the Shares duly endorsed for transfer "▇▇▇▇ of Sale"), in substantially the form of the attached Exhibit B; (iii) a termination and mutual general release agreement executed by SIEMENS whereby SIEMENS and ▇▇▇▇▇▇ will terminate and release certain rights under the Reseller Agreement (the "Termination and Mutual General Release Agreement"), in substantially the form of the attached Exhibit C; (iv) an agreement executed by SIEMENS HS whereby the terms and conditions of the business relationship between ▇▇▇▇▇▇ and SIEMENS HS immediately following the Closing are defined (the "Preferred Hosting Partner Agreement"), in substantially the form of the attached Exhibit D; (v) copies of all of the Novius GFS Customer Agreements; (vi) copies of all UCC-3 and any other termination documentation (all of which will have been filed with the appropriate Governmental Authority prior to the Buyer, Closing) necessary to release any of the Acquired Assets from any security interest or with separate stock powers attached thereto duly endorsed for transfer other lien on the Acquired Assets; and (vii) such other documents and instruments reasonably requested by ▇▇▇▇▇▇ to effect the Buyer;consummation of the transactions contemplated by this Agreement or that may be required under any Laws or any agreements to which any Party is a party. (b) the Buyer ▇▇▇▇▇▇ shall deliver to SIEMENS, or cause to be delivered to SIEMENS, the Seller the Estimated Payment Amount, by following: (i) a wire transfer of immediately available funds to a bank account designated by the Seller in writing prior to the Closing; (c) the Buyer shall deliver to the Seller a certificate or check representing the number portion of shares of Buyer Common Stock the Purchase Price to be issued by the Buyer to the Seller paid at the Closing; (dii) the closing certificates and other documents required to be delivered pursuant to this Escrow Agreement will be exchangedexecuted by ▇▇▇▇▇▇, in substantially the form of the attached Exhibit A; (eiii) the Seller shall deliver to Termination and Mutual General Release Agreement executed by ▇▇▇▇▇▇, in substantially the Buyer copies of resolutions form of the Seller and Berwind certified by the Secretary of the Seller and Berwind, respectively, authorizing the execution, delivery and performance of this Agreement and the transactions contemplated herebyattached Exhibit C; (fiv) the Buyer shall deliver to Preferred Hosting Partner Agreement executed by ▇▇▇▇▇▇, in substantially the Seller copies of resolutions form of the Board of Directors of the Buyer certified by the Secretary of the Buyer, authorizing the execution, delivery and performance of this Agreement and the transactions contemplated herebyattached Exhibit D; and (gv) such other documents and instruments reasonably requested by SIEMENS to effect the Seller shall deliver to the Buyer documents evidencing the termination consummation of the transactions contemplated by this Agreement or that may be required under any Laws or any agreements and delivery of documents described in Section 3.2(h) and (i)to which any Party is a party.

Closing Deliveries. Subject (a) At the Initial Closing, and subject to the terms and conditions hereof, at the Closingherein contained: (ai) AirTouch (for itself and the Seller other Sublessors), TowerCo and Parent shall execute and deliver to the Buyer certificates representing the Shares duly endorsed for transfer to the Buyer, or with separate stock powers attached thereto duly endorsed for transfer to the BuyerSublease; (b) At each Closing (including the Buyer Initial Closing), and subject to the terms and conditions herein contained, Sublessors shall deliver to TowerCo all of the Seller following: (i) the Estimated Payment AmountSite Designation Supplements (as defined in the Sublease) applicable to the Tower Sites which are the subject of such Closing, by wire transfer to the extent and as provided in this Agreement; (ii) a certificate of immediately available funds each Sublessor, substantially in the form of Exhibit E (iii) a Certificate of Good Standing for each Sublessor certified to a bank account designated by the Seller in writing prior to Secretary of State of the Closing;jurisdiction of such Sublessor's incorporation or formation; and (iv) such other documents and certificates as TowerCo may reasonably request. (c) At each Closing (including the Buyer Initial Closing), TowerCo and Parent shall deliver to Sublessors the Seller following: (i) a certificate representing wire transfer to each Sublessor of the number portion of shares of Buyer Common Stock to be issued by the Buyer Exclusive Commitment Fee attributable (on a pro rata basis) to the Seller at Included Towers of such Sublessor which are the subject of such Closing, pursuant to instructions received from AirTouch; (dii) the closing certificates a Certificate of Good Standing of TowerCo and other documents required Parent certified to be delivered pursuant to this Agreement will be exchanged; (e) the Seller shall deliver to the Buyer copies of resolutions of the Seller and Berwind certified by the Secretary of State of each State in which any of the Seller Towers and Berwind, respectively, authorizing Tower Sites that are the execution, delivery and performance subject of this Agreement and the transactions contemplated herebysuch Closing are located; (fiii) an executed counterpart of each Site Designation Supplement delivered by Sublessors pursuant to Section 10.2(b) hereof; (iv) a certificate of each of Parent and TowerCo, each substantially in the Buyer shall deliver to the Seller copies form of resolutions of the Board of Directors of the Buyer certified by the Secretary of the Buyer, authorizing the execution, delivery and performance of this Agreement and the transactions contemplated herebyExhibit F; and (gv) the Seller shall deliver to the Buyer such other documents evidencing the termination of the agreements and delivery of documents described in Section 3.2(h) and (i)certificates as Sublessors may reasonably request.

Closing Deliveries. Subject to the terms and conditions hereof, at (a) At the Closing, the Company shall deliver or cause to be delivered to IMA and PGUS: (ai) evidence of the formation and good standing of the Company; (ii) the Seller shall deliver Limited Liability Company Agreement, executed by the Company; (iii) an assignment and assumption agreement (the "Assignment and Assumption Agreement") reasonably satisfactory to PGUS, the Buyer certificates representing Company and IMA under which the Shares duly endorsed for transfer Company assumes the Assumed Liabilities, executed by the Company; (iv) the Trademark Assignment, dated as of the date hereof and in a form reasonably satisfactory to PGUS (the Buyer"US/Canada Trademark Assignment"), or with separate stock powers attached thereto duly endorsed for transfer between IMA and the Company, executed by the Company; and (v) the other Transaction Agreements to which the Buyer;Company is a party, executed by the Company. (b) At the Buyer Closing, IMA shall deliver or cause to be delivered to the Seller Company and PGUS: (i) the Estimated Payment AmountLimited Liability Company Agreement, executed by wire transfer of immediately available funds to a bank account designated by the Seller in writing prior to the ClosingIMA; (cii) the Buyer shall deliver to the Seller a certificate representing the number of shares of Buyer Common Stock to be issued Assignment and Assumption Agreement, executed by the Buyer to the Seller at the ClosingIMA; (diii) the closing certificates and other documents required Transaction Agreements to be delivered pursuant to this Agreement will be exchangedwhich IMA or any of its Subsidiaries is a party, executed by IMA or such Subsidiary; (eiv) a certificate, dated the Closing Date and signed by its chief executive officer and chief financial officer, confirming that (A) the Seller shall deliver to representations and warranties of IMA set forth in this Agreement and in the Buyer copies of resolutions Membership Unit Purchase Agreement are true and correct as of the Seller Closing Date or such other date that any such representation or warranty speaks as of, except where the failure to be true and Berwind certified correct would not, individually or in the aggregate (I) have a Material Adverse Effect, or (II) materially impair IMA's ability to consummate the transactions contemplated by this Agreement and the Secretary Membership Unit Purchase Agreement or to perform its obligations under this Agreement or the other Transaction Agreements; (B) all of the Seller terms, covenants, agreements and Berwind, respectively, authorizing the execution, delivery and performance conditions of this Agreement and the Membership Unit Purchase Agreement to be complied with and performed by IMA on or before the Closing Date shall have been complied with and performed prior to or on the Closing Date except where the failure to so perform would not, individually or in the aggregate (I) have a Material Adverse Effect, or (II) materially impair IMA's ability to consummate the transactions contemplated herebyby this Agreement or the Membership Unit Purchase Agreement or to perform its obligations under this Agreement or the other Transaction Agreements; (fC) since December 31, 2006, there has not been a Material Adverse Effect; and (D) such other matters as may be reasonably requested by PGUS; (v) evidence, in form and substance reasonably satisfactory to PGUS and the Buyer shall deliver to the Seller copies Company, that all consents and approvals of resolutions third parties set forth in Section 3.3(a) of the Board Disclosure Schedule or otherwise required under any Business Contract (in each case pursuant to written instruments in form and substance reasonably satisfactory to PGUS and without payment of Directors of the Buyer certified any consideration by the Secretary of Company or PGUS) or from any Governmental Entity in connection with this Agreement, the Buyer, authorizing the execution, delivery and performance of this Agreement other Transaction Agreements and the transactions contemplated herebyhereby and thereby, have been obtained and are in full force and effect (except for any such consents and approvals the absence of which would not (A) have a Material Adverse Effect, or (B) materially impair the operation of the US CD Business); (vi) an instrument of sale or contribution in a form reasonably satisfactory to PGUS transferring to the Company all of IMA and its Subsidiaries' right, title and interest in and to the Contributed Assets; (vii) such other bills of sale, endorsements, assignments and other instruments of transfer, conveyance and assignment (in a form reasonably satisfactory to PGUS) as shall be required by Law or necessary in the reasonable judgment of PGUS or the Company to transfer, convey and assign the Contributed Assets to the Company; and (gviii) the Seller US/Canada Trademark Assignment, executed by IMA. (c) At the Closing, PGUS shall deliver or cause to be delivered to the Buyer documents evidencing the termination of the agreements Company and delivery of documents described in Section 3.2(h) and IMA: (i)) the Limited Liability Company Agreement, executed by PGUS; and (ii) the other Transaction Agreements to which PGUS or any of its Affiliates is a party, executed by PGUS or such Affiliates.

Closing Deliveries. Subject to At Closing, the terms and conditions hereof, at the Closingfollowing deliveries shall be made: (a) The applicable parties shall enter into the Seller shall deliver to following agreements: (i) the Buyer certificates representing Trust II Shareholders Agreement; (ii) the Shares duly endorsed for transfer to Trust II Assignment and Assumption Agreement; and (iii) the Buyer, or with separate stock powers attached thereto duly endorsed for transfer to the Buyer;Trust II Reimbursement Agreement. (b) Holding Partnership shall enter into the Buyer shall deliver to the Seller the Estimated Payment Amount, by wire transfer of immediately available funds to a bank account designated by the Seller in writing prior to the ClosingSLR-HP Subscription Agreement with SLR; (c) Trust II shall make, and shall cause the Buyer shall deliver Manhattan Tower SPE to make, the Seller a certificate representing the number of shares of Buyer Common Stock deliveries required to be issued made by it and the Buyer to Manhattan Tower SPE under the Seller at Master Agreement and the ClosingManhattan Tower Loan Documents; (d) Holding Partnership, Hines Investor and each GM Investor shall surrender to Trust I and Trust II, respectively, all certificates representing Trust I Shares or Trust II Shares, respectively, held by such Person immediately prior to the closing certificates and other documents required to be delivered pursuant to this Agreement will be exchangedInterim Closing; (e) the Seller Trust I shall deliver certificates representing the Trust I Shares outstanding immediately following the Closing to the Buyer copies of resolutions of the Seller and Berwind certified by the Secretary of the Seller and Berwind, respectively, authorizing the execution, delivery and performance of this Agreement and the transactions contemplated herebyPersons holding such Shares as indicated on Schedule 2.5A; (f) the Buyer Trust II shall deliver certificates representing the Trust II Shares outstanding immediately following the Closing to the Seller copies of resolutions Persons holding such Shares as indicated on Schedule 2.5B; (g) Baker Botts L.L.P. shall deliver an opinion to Trust II (which opini▇▇ ▇▇a▇▇ ▇▇ate that it may be relied upon by each Person acquiring Trust II Shares at the Closing) to the effect that Trust II is not an "investment company" within the meaning of the Board Investment Company Act of Directors 1940, as amended; Trust II hereby requests that Baker Botts L.L.P. deliver such opinion; (h) ▇▇▇▇r ▇▇▇▇s L.L.P. shall deliver an opinion to Trust II (which opini▇▇ ▇▇a▇▇ ▇▇ate that it may be relied upon by GMIMCo on behalf of each GM Investor) to the effect that Trust II is in compliance as of the Buyer certified by Closing Date with such requirements of ERISA as are necessary to qualify Trust II as a "real estate operating company" within the Secretary meaning of the BuyerPlan Assets Regulation; Trust II hereby requests that Baker Botts L.L.P. deliver such opinion; (i) ▇▇▇▇ ▇▇▇▇▇ deliver a letter to the Manhattan Tower SPE confirming HILP's obligations under the letter agreement, authorizing the executiondated March 31, delivery 2003, among SLR, HILP and performance of this Agreement and the transactions contemplated herebyHines US Core Office Properties ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇yable to HILP with respect Manhattan Tower; and (gj) the Seller HILP shall deliver a letter to Trust II regarding the satisfaction or waiver of the conditions set forth in the Master Agreement to the Buyer documents evidencing the termination obligation of the agreements and delivery of documents described in Section 3.2(h) and (i)purchaser to acquire Manhattan Tower at the Closing.

Closing Deliveries. Subject to the terms and conditions hereof, at (a) At the Closing, the Shareholders shall: (ai) deliver a certificate, dated the Seller shall deliver Closing Date and executed by the Secretary of the Company, substantially in the form and to the Buyer effect of Exhibit B hereto, together with all exhibits and attachments contemplated thereby; (ii) assign and transfer to Purchaser all of the Shareholders’ right, title and interest in and to the Shares by delivering to Purchaser all stock certificates representing the Shares Shares, duly endorsed for transfer in blank or accompanied by duly executed assignment documents; (iii) deliver confirmations addressed to Purchaser, in form and content satisfactory to Purchaser, that all of the directors and the Shareholders (and their affiliates) of the Company have paid in full all of their indebtedness (if any) owed to the Buyer, Company whether or with separate stock powers attached thereto duly endorsed not such sums are due for transfer repayment; (iv) deliver an opinion of United States counsel to the BuyerCompany and the Shareholders, dated the Closing Date, in form and substance reasonably satisfactory to Purchaser; (v) deliver all necessary approvals and consents required of the Shareholders for the consummation of the transactions contemplated hereby; (vi) deliver all waivers or consents by the Shareholders or other persons whom Purchaser has specified prior to Closing necessary to enable Purchaser or its nominees to be registered as the holder of the Shares; (vii) deliver a three-year employment agreement between ▇▇▇▇ and Purchaser in the form agreed upon by ▇▇▇▇ and Purchaser (the “▇▇▇▇ Employment Agreement”), duly executed by ▇▇▇▇; (viii) cause the Company to deliver to Purchaser the seals, organizational documents and statutory books, share certificate books, check books and financial records of the Company; (ix) deliver the Escrow Agreement, duly executed by the Shareholders’ Representative; (x) to the extent not in the possession of the Company, deliver all books of account as to customers, licensees, distributors, suppliers and insurance policies in any way relating to or concerning the business of the Company; and (xi) to the extent not in the possession of the Company, deliver all licenses, consents, permits and authorizations obtained by or issued to the Company or any other person in connection with the business carried on by the Company. (b) At the Buyer Closing, Purchaser shall deliver the following: (i) the Purchase Price, including the cash portion thereof and stock certificates representing the shares of DPS Stock issuable to each Shareholder as provided in Section 1.2(a); (ii) a certificate, dated the Closing Date and executed by the Secretary of Purchaser, substantially in the form and to the Seller effect of Exhibit C hereto, together with all exhibits and attachments contemplated thereby; (iii) all necessary approvals and consents required for the Estimated Payment Amountconsummation of the transactions contemplated hereby; (iv) an opinion of the Law Office of ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, P.C., counsel to Purchaser, dated the Closing Date, in form and substance reasonably satisfactory to the Shareholders; (v) the ▇▇▇▇ Employment Agreement, duly executed by wire transfer of immediately available funds Purchaser; (vi) the Escrow Agreement, duly executed by Purchaser; (vii) the Escrow Amount to a bank account designated by the Seller in writing prior to the Closing; (c) the Buyer shall deliver to the Seller a certificate representing the number of shares of Buyer Common Stock to be issued by the Buyer to the Seller at the Closing; (d) the closing certificates and other documents required to be delivered pursuant to this Agreement will be exchanged; (e) the Seller shall deliver to the Buyer copies of resolutions of the Seller and Berwind certified by the Secretary of the Seller and Berwind, respectively, authorizing the execution, delivery and performance of this Agreement and the transactions contemplated hereby; (f) the Buyer shall deliver to the Seller copies of resolutions of the Board of Directors of the Buyer certified by the Secretary of the Buyer, authorizing the execution, delivery and performance of this Agreement and the transactions contemplated herebyEscrow Agent; and (gviii) the Seller shall deliver amount necessary to the Buyer documents evidencing the termination fully pay off and terminate as of the agreements Closing Date the Company’s outstanding obligations under that certain Receivables Financing Agreement dated October 26, 2009 by and delivery of documents described in Section 3.2(h) between Advance Financial Corporation and the Company (ithe “Credit Line”), to a bank account designated by the lender thereunder.

Closing Deliveries. Subject At Closing, subject to the terms and conditions hereof, at the Closingof this Agreement: (a) the Seller shall The Company will deliver to the Buyer Shareholders: (i) The Closing Date Payment; (ii) A duly executed original stock certificate or certificates in definitive form registered in the name of each of the Shareholders, representing the number of the Shares duly endorsed indicated in Section 2.1(b); (iii) A copy, certified as true and complete by the Company’s Secretary, of: (A) resolutions adopted by the Company Board of Directors authorizing this Agreement, the other Transaction Documents, and the performance thereof and consummation of the Transaction; (iv) The Employment Agreements, validly executed and delivered by the Company; (v) The Warrant Agreements, validly executed and delivered by the Company; (vi) A Shareholders’ Noncompete Agreement for transfer to each Shareholder and Guarantor, validly executed and delivered by the BuyerCompany; (vii) The Registration Rights Agreement, validly executed and delivered by the Company; and (viii) A properly executed IRS Form W-9 or with separate stock powers attached thereto duly endorsed for transfer to Form W-8, as applicable, from each Shareholder; and (ix) Such other Documents as the Buyer;Shareholders or their counsel may reasonably request. (b) the Buyer shall The Shareholders will deliver to the Seller Company: (i) Signed stock powers transferring ownership of the Estimated Payment Amountuncertificated Infinitus Shares effecting transfer to the Company and the Infinitus Shares are owned by each Shareholder as follows: TOTAL: 5,000,000 100.00% (ii) The Employment Agreements, by wire transfer of immediately available funds to a bank account designated validly executed and delivered by the Seller Key Employees of Infinitus; (iii) A Shareholders’ Noncompete Agreement, validly executed and delivered by each Shareholder and Guarantor; (iv) The Warrant Agreement, validly executed and delivered by each Shareholder; (v) Intellectual Property Assignments executed by each of the Shareholders and the employees of Infinitus in a form that is mutually and reasonably agreeable to the parties (collectively, the “IP Assignments”); (vi) Resignations, effective as of the Closing, from such officers and directors of Infinitus as the Company may request in writing prior to the Closing; (cvii) the Buyer shall deliver to the Seller a certificate representing the number A copy, certified as true and complete by Infinitus’s Secretary, of shares of Buyer Common Stock to be issued resolutions adopted by the Buyer to Infinitus Board of Directors and Shareholders authorizing this Agreement, the Seller at other Transaction Documents, and the Closingperformance thereof and consummation of the Transaction; (dviii) the closing certificates The Registration Rights Agreement, validly executed and other documents required to be delivered pursuant to this Agreement will be exchanged; (e) the Seller shall deliver to the Buyer copies of resolutions of the Seller and Berwind certified by the Secretary of the Seller and Berwind, respectively, authorizing the execution, delivery and performance of this Agreement and the transactions contemplated hereby; (f) the Buyer shall deliver to the Seller copies of resolutions of the Board of Directors of the Buyer certified by the Secretary of the Buyer, authorizing the execution, delivery and performance of this Agreement and the transactions contemplated herebyShareholders; and (gix) Such other Documents as the Seller shall deliver to the Buyer documents evidencing the termination of the agreements and delivery of documents described in Section 3.2(h) and (i)Company or its counsel may reasonably request.

Closing Deliveries. Subject (a) At or prior to the terms and conditions hereofClosing, at the ClosingSeller Parties shall deliver or cause to be delivered to Buyer the following: (ai) this Agreement executed by the Seller shall deliver to the Buyer certificates representing the Shares duly endorsed for transfer to the Parties; (ii) an Escrow Agreement by and among Buyer, or with separate stock powers Company and the Escrow Agent, the form of which is attached thereto duly endorsed for 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 the Buyer; (bvii) delivery of all UCC-3 termination statements and all other documents and instruments necessary, if any, to release and discharge all Encumbrances on the Buyer shall deliver to the Seller the Estimated Payment Amount, by wire transfer of immediately available funds to a bank account designated by the Seller in writing prior to the ClosingAssets; (cviii) the Buyer shall deliver to the Seller a certificate representing the number of shares of Buyer Common Stock to be good standing issued by the Buyer to the Seller at the Closing; (d) the closing certificates and other documents required to be delivered pursuant to this Agreement will be exchanged; (e) the Seller shall deliver to the Buyer copies of resolutions of the Seller and Berwind certified by the Secretary of State of the Seller State of Nevada and Berwindeach other jurisdiction set forth on Schedule 3.1(a), respectively, dated no more than five days prior to the Closing Date; (ix) a certificate from an officer of Company certifying the resolutions of the board of directors of Company and Parent authorizing the executionTransactions, delivery and performance the incumbency and signatures of the officers of Company executing this Agreement and the transactions contemplated herebyother Transaction Documents executed by Company in connection herewith; (fx) the Buyer shall deliver an opinion of counsel from Company’s legal counsel, in form satisfactory to the Seller copies of resolutions of the Board of Directors of the Buyer certified by the Secretary of the Buyer, authorizing concerning the executiongood standing of each Seller Party, delivery the due authorization and performance proper execution of this Agreement by each Seller Party, and the transactions contemplated herebyenforceability of this Agreement against each Seller Party; (xi) a non-foreign person affidavit that complies with the requirements of Treasury Regulation Section 1.1445-2(b)(2), in a form acceptable to Buyer; (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 Transactions; and (gxiv) such other documents, certificates and instruments reasonably necessary to consummate the Transactions. (b) At the Closing, Buyer shall deliver or cause to be delivered to Company or, in the case of the delivery in Section 1.6(b)(iii) to the Escrow Agent, the following: (i) the Seller shall deliver to Closing Cash Payment; (ii) the Payoff Amounts; (iii) the Escrow Amount; (iv) this Agreement executed by Buyer; (v) the Escrow 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 documents evidencing certifying the termination resolutions of the agreements managing member of Buyer authorizing the Transactions; and (ix) such other documents, certificates and delivery of documents described in Section 3.2(h) and (i)instruments reasonably necessary to consummate the Transactions.

Closing Deliveries. Subject The Company shall have delivered to Prudential, in form and substance satisfactory to Prudential each of the terms and conditions hereof, at the Closingfollowing: (ai) the Seller shall deliver Note to be purchased by Prudential pursuant to SECTION 2.1 duly executed and delivered by the Buyer certificates representing the Shares duly endorsed for transfer Company and payable to the Buyer, or with separate stock powers attached thereto duly endorsed for transfer to the BuyerPrudential; (bii) certificates issued to Prudential evidencing the Buyer shall deliver Common Stock Shares to the Seller the Estimated Payment Amount, be purchased by wire transfer of immediately available funds to a bank account designated by the Seller in writing prior to the ClosingPrudential pursuant TO SECTION 2.1; (ciii) Warrant Certificates issued to Prudential by the Buyer shall deliver to Company evidencing the Seller a certificate representing the number of shares of Buyer Common Stock Warrants to be issued purchased by the Buyer Prudential pursuant to the Seller at the ClosingSECTION 2.1; (div) the closing certificates Amendment to Registration Rights Agreement duly executed and delivered by the Company, 3TEC, Prudential and the other documents required to be delivered pursuant to this Agreement will be exchangedparties thereto; (ev) the Seller shall deliver Participation Rights Agreement duly executed and delivered by the Company, Prudential and 3TEC; (vi) a favorable opinion of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Law Firm, L.L.C., counsel for the Company, in form and substance satisfactory to Prudential and its counsel; (vii) all resolutions, certificates and documents Prudential may request relating to (A) the Buyer copies of resolutions organization, existence, good standing and foreign qualification of the Seller Company and Berwind certified by each of its Subsidiaries, (B) the Secretary of the Seller and Berwind, respectively, authorizing corporate authority for the execution, delivery and performance enforceability of this Agreement and the transactions contemplated herebyconsummation of the Closing Transactions, (C) the stock ownership of the Company and each of its Subsidiaries, (D) evidence of all resolutions and related documents necessary to increase the Company's outstanding capital, if necessary, and (E) such other matters relevant to the foregoing as Prudential shall reasonably request, all of which shall be in form and substance satisfactory to Prudential and its counsel; (fviii) if applicable, the Buyer shall deliver waiting period applicable to the Seller copies of resolutions of transactions contemplated hereby under the Board of Directors of HSR Act shall have expired or been terminated and all filings required to be made prior to the Buyer certified by Closing Date, and all consents, approvals, permits and authorizations required to be obtained prior to the Secretary of the BuyerClosing Date from, authorizing the execution, any Governmental Authority in connection with execution and delivery and performance of this Agreement and the consummation of the transactions contemplated herebyhereby shall have been made or obtained. (ix) evidence satisfactory to Prudential that all Closing Transactions have been consummated; (x) a certificate from an Authorized Officer of the Company certifying that (A) neither a Default nor an Event of Default has occurred, and (B) each and every representation and warranty of the Company in the Transaction Documents is true and correct in all material respects; (xi) written consent to the incurrence of the Debt to evidenced by the Notes and the issuance of the Common Stock Shares and the Warrants by the lenders party to the Compass Senior Credit Agreement and 3TEC; and (gxii) the Seller such other documents, instruments and agreements as Prudential shall deliver to the Buyer documents evidencing the termination reasonably request in light of the agreements transactions contemplated hereunder. The documents, certificates and delivery of documents described opinions referred to in Section 3.2(hthis SECTION 6.1(a) shall be delivered to Prudential no later than the Closing Date and (i)shall, except as expressly provided otherwise, be dated the Closing Date.

Closing Deliveries. Subject to the terms and conditions hereof, at At the Closing: a. Buyer shall execute and deliver to Seller or its designee the Purchase Notes and the Warrant. b. Buyer and Seller shall execute and deliver to each other an Assignment and Assumption Agreement and Bill of Sale, in the form attached hereto as Exhibit E (a) the th▇ "▇ssignment Agreement"). c. Seller shall deliver to Buyer copies, and, to the extent they are in the possession of Seller or Parent, originals of all Assumed Contracts (Parent being entitled to retain the original of all Assumed Contracts to which it is a party or that otherwise obligated or obligate Parent to perform services or deliver products), the Business Records, which copies or originals shall be available at the Closing or otherwise at the Premises. (Seller shall be entitled to retain a copy of any of the foregoing.) Seller shall execute and deliver or cause to be delivered to Buyer certificates representing against execution and delivery of the Shares duly endorsed for Purchase Notes good and sufficient instruments of transfer to the Buyer, or with separate stock powers attached thereto duly endorsed for transfer to Buyer all of Seller's right, title and interest in and to the Purchased Assets, free and clear of all Encumbrances. d. Buyer shall execute and deliver a Security Agreement securing Buyer;'s obligations under the Purchase Notes, together with such additional agreements, instruments and documents as are necessary to perfect in Seller the security interests contemplated in Exhibit D and this Agreement. e. The parties shall execute and deliver a License and Support Agreement in the form attached as Exhibit F (b) the "License Agreement"). f. Seller shall deliver to Buyer the legal opinion of its general counsel substantially in the form attached hereto as Exhibit G, and Buyer shall deliver to the Seller the Estimated Payment Amountlegal opinion of its counsel substantially in the form attached hereto as Exhibit H. Seller shall reimburse Buyer up to 50% of the incremental legal fees incurred by Buyer in obtaining its opinion, by wire transfer of immediately available funds such reimbursement not to a bank account designated by the exceed $2,500. g. Seller in writing prior to the Closing; (c) the Buyer and Parent shall deliver to the Seller a certificate representing the number 12/31/02 Statement of shares of Assets and Liabilities (as defined in Section 2.17). h. Buyer Common Stock to be issued by the Buyer to the Seller at the Closing; (d) the closing certificates and other documents required to be delivered pursuant to this Agreement will be exchanged; (e) the Seller shall deliver to the Buyer copies of resolutions Parent a copy of the Seller and Berwind certified by the Secretary of the Seller and Berwind, respectively, authorizing the execution, delivery and performance of this Agreement and the transactions contemplated hereby; (f) the Buyer shall deliver commitment letter referred to the Seller copies of resolutions of the Board of Directors of the Buyer certified by the Secretary of the Buyer, authorizing the execution, delivery and performance of this Agreement and the transactions contemplated hereby; and (g) the Seller shall deliver to the Buyer documents evidencing the termination of the agreements and delivery of documents described in Section 3.2(h) and (i)3.6.

Closing Deliveries. Subject to the terms and conditions hereof, at At the Closing: ------------------ (A) BM and BMM shall deliver to Buyer: (ai) good and sufficient duly executed bills of sale and instruments of conveyance and assignment, dated the Seller shall deliver Closing Date, transferring to Buyer all of their right, title and interest in and to the Buyer certificates representing Acquired Assets together with possession of the Shares duly endorsed for transfer to the Buyer, or with separate stock powers attached thereto duly endorsed for transfer to the BuyerAcquired Assets; (bii) the Buyer shall deliver to the Seller the Estimated Payment Amount, by wire transfer of immediately available funds to a bank account designated by the Seller in writing prior to the Closing; (c) the Buyer shall deliver to the Seller a certificate representing the number of shares of Buyer Common Stock to be issued by the Buyer to the Seller at the Closing; (d) the closing certificates and other documents required to be delivered pursuant to this Agreement will be exchanged; (e) the Seller shall deliver to the Buyer copies copy of resolutions of the Seller Board of Directors of and Berwind certified by the Secretary BM and BMM and of the Seller and Berwind, respectively, Shareholders authorizing the execution, delivery and performance of this Agreement and the transactions contemplated herebyherein and a certificate of the Secretary or an Assistant Secretary of BM and BMM, dated as of the Closing Date, that such resolutions were duly adopted and are in full force and effect; and (iii) such other documents, including officers' certificates and opinions of counsel (including a Section 1445 affidavit) as may be required under this Agreement or as Buyer or its counsel may reasonably request. (B) Buyer shall deliver: (i) the Purchase Price deliverable to BM and BMM at Closing in the manner set forth above; (fii) to BM and BMM good and sufficient duly executed instruments of assumption and assignment, dated the Closing Date, pursuant to which the Buyer shall deliver assume the contractual obligations, including payment, performance and discharge, when due, of the Assumed Liabilities, to be assumed by Buyer under this Agreement; (iii) the Seller copies Employment Agreements to TDB, CRC, MAK, JAC and VLM, and the PAN Strategic Advisor Agreement to PAN duly executed by Buyer; (iv) to BM and BMM a copy of resolutions of the Board of Directors of the Buyer certified by the Secretary of the Buyer, authorizing the execution, delivery and performance of this Agreement Agreement, and a certificate of its Secretary or an Assistant Secretary, dated the transactions contemplated herebyClosing Date, that such resolutions were duly adopted and are in full force and effect; and (gv) the Seller such other documents including officers' certificates and opinions of counsel as may be required by this Agreement or reasonably requested by BM or BMM or their counsel. (C) TDB, CRC, MAK, JAC and VLM shall deliver their respective duly executed Employment Agreements and PAN shall deliver his duly executed PAN Strategic Advisor Agreement to the Buyer documents evidencing the termination Buyer; (D) BM, BMM, TDB, CRC, MAK, JAC, VLM and PAN shall deliver their respective duly executed Noncompetition Agreements to Buyer; and (E) MAK and each of the agreements Parties shall have delivered to each other the Acknowledgment and delivery Agreement, in the form of documents described in Section 3.2(h) and (i).Exhibit D.

Closing Deliveries. Subject The following provisions shall be applicable with respect to the terms and conditions hereof, at the Closing: (a) At Closing, ▇▇▇ shall: (i) pay and deliver the Seller shall Plant Purchase Price to Stonehenge; (ii) execute and deliver to the Buyer certificates representing Company the Shares duly endorsed for transfer ▇▇▇ Assignment and Assumption Agreement in the form attached hereto as Exhibit B transferring the ▇▇▇ Contributed Assets to the Buyer, or with separate stock powers Company; (iii) execute and deliver a completed Certification of Non-Foreign Status in the form attached thereto duly endorsed for transfer hereto as Exhibit D; (iv) execute and deliver to the Buyer;Company the Pipeline Option Agreement granting the Pipeline Option in favor of the Company in the form attached hereto as Exhibit F; and (v) execute and deliver to Stonehenge or the Company any and all other instruments, documents and other items reasonably necessary to effectuate the terms of this Agreement, as may be reasonably requested by Stonehenge or the Company. (b) At Closing, Stonehenge shall: (i) execute and deliver to ▇▇▇ the Buyer shall Partial Plant Assignment, Conveyance and ▇▇▇▇ of Sale; (ii) execute and deliver to the Seller Company the Estimated Payment Amount, by wire transfer of immediately available funds to a bank account designated by Stonehenge Assignment and Assumption Agreement in the Seller in writing prior form attached hereto as Exhibit C transferring the Stonehenge Contributed Assets to the Closing;Company; and (iii) execute and deliver to ▇▇▇ or the Company any and all other instruments, documents and other items reasonably necessary to effectuate the terms of this Agreement, as may be reasonably requested by ▇▇▇ or the Company. (c) At Closing, the Buyer shall Company shall: (i) execute and deliver to the Seller ▇▇▇ a certificate representing the number of shares of Buyer Common Stock to be issued by the Buyer counterpart to the Seller at the Closing▇▇▇ Assignment and Assumption Agreement; (dii) execute and deliver to Stonehenge a counterpart to the closing certificates Stonehenge Assignment and other documents required to be delivered pursuant to this Agreement will be exchangedAssumption Agreement; (eiii) the Seller shall execute and deliver to the Buyer copies of resolutions of the Seller and Berwind certified by the Secretary of the Seller and Berwind, respectively, authorizing the execution, delivery and performance of this Agreement and the transactions contemplated hereby; (f) the Buyer shall deliver ▇▇▇ a counterpart to the Seller copies of resolutions of the Board of Directors of the Buyer certified by the Secretary of the Buyer, authorizing the execution, delivery and performance of this Agreement and the transactions contemplated herebyPipeline Option Agreement; and (giv) the Seller shall execute and deliver to ▇▇▇ or Stonehenge any and all other instruments, documents and other items reasonably necessary to effectuate the Buyer documents evidencing the termination terms of the agreements and delivery of documents described in Section 3.2(h) and (i)this Agreement, as may be reasonably requested by ▇▇▇ or Stonehenge.

Closing Deliveries. Subject Purchaser shall have received at or prior to the terms and conditions hereofeach Closing such documents, at the Closinginstruments or certificates as Purchaser may reasonably request including, without limitation: (ai) a B▇▇▇ of Sale in substantially the form attached hereto as Exhibit E and made a part hereof relating to the Assets at the Locations acquired at such Closing. (ii) an Assignment and Assumption Agreement in substantially the form attached hereto as Exhibit F, relating to the assignment and assumption of the Assumed Contracts with respect to the Assumed Contracts acquired at such Closing (the “Assumption Agreement”). If an Assumed Contract relates to more than one Location and all of the Locations to which such Assumed Contract relates are not Acquired Locations, the Assumption Agreement executed and delivered at each Closing with respect to such Assumed Contract will only provide for the assignment by Seller, and the assumption by Purchaser, of Seller’s rights and obligations under such Assumed Contract that relate to the Acquired Locations. (iii) consent of the other parties to all of the Assumed Contracts relating to the Locations acquired at such Closing (including the consents to the assignments of the Real Property Leases to Purchaser from the landlords thereunder) and all other consents, approvals or releases from third parties required by Purchaser. (iv) A certificate as to (i) the Articles of Incorporation of each of Seller shall deliver and Shareholder, (ii) the Bylaws of each of Seller and Shareholder, (iii) the incumbency of the officer of Seller or Shareholder executing this Agreement and other documents in connection with this Agreement on behalf of such party and (iv) the resolutions adopted by the Board of Directors and shareholders of each of Seller and Shareholder authorizing and approving the transactions contemplated by this Agreement on such Closing. (v) A lease agreement covering the Excluded Florida Real Property (the “Lease Agreement”) in form and substance mutually acceptable to the Buyer certificates representing Parties pursuant to which Seller will lease to Purchaser the Shares duly endorsed Excluded Florida Real Property (the “Excluded Florida Real Property Lease”) for transfer to the Buyeran initial five-year term and two five-year renewal options in exchange for total rent abatement through December 31, or with separate stock powers attached thereto duly endorsed for transfer to the Buyer2010 and a reasonable market rent thereafter; (bvi) the Buyer shall deliver A closing statement with respect to prorations relating to the Seller the Estimated Payment Amount, by wire transfer of immediately available funds to a bank account designated by the Seller in writing prior to the Locations acquired at such Closing; (cvii) Consents of the Buyer shall deliver Lenders under that certain First Amended and Restated Credit Agreement dated as of July 30, 2004 (as amended, the “ACE Credit Agreement”), among Purchaser, W▇▇▇▇ Fargo Bank, National Association, as Administrative Agent, Co-Lead Arranger, Joint Book Runner and Lender, J▇ ▇▇▇▇▇▇ Chase Bank, as Syndication Agent and as a Lender, J.▇. ▇▇▇▇▇▇ Securities, Inc., as Joint Book Runner and Co-Lead Arranger, U.S. Bank, National Association, Bank of America, N.A. and Union Bank of California, N.A., as Co-Documentation Agents and as Lenders, Keybank National Association, as Senior Managing Agent and as a Lender, and the other Lenders thereunder, to the Seller a certificate representing the number of shares of Buyer Common Stock to be issued transactions contemplated by this Agreement as required by the Buyer to the Seller at the ClosingACE Credit Agreement; (dviii) the closing certificates and other documents required to be delivered pursuant to this Agreement will be exchanged; (e) the Seller shall deliver to the Buyer copies of resolutions Receipt by Purchaser of the Seller and Berwind certified by the Secretary approval of the Seller and Berwind, respectively, authorizing the execution, delivery and performance its Board of this Agreement and Directors to the transactions contemplated hereby; (f) the Buyer shall deliver to the Seller copies of resolutions of the Board of Directors of the Buyer certified by the Secretary of the Buyer, authorizing the execution, delivery and performance of this Agreement and the transactions contemplated herebyAgreement; and (gix) Estoppel letters from the Seller shall deliver to subtenants under the Buyer documents evidencing Subleases confirming the termination status of the agreements and delivery of documents described in Section 3.2(h) and (i)such Subleases.

Closing Deliveries. Subject to the terms and conditions hereof, at At the Closing:, (a) Buyer will transfer the Seller shall deliver cash portion of the Purchase Price specified in Section 1.4(b) to the Buyer certificates representing bank accounts specified by the Shares duly endorsed for transfer Company and will deposit the remainder of the Purchase Price into escrow pursuant to the Buyer, or Escrow Agreement in accordance with separate stock powers attached thereto duly endorsed for transfer to the BuyerSection 1.4(a); (b) Buyer and the Buyer shall Company will execute and deliver to the Seller the Estimated Payment Amount, by wire transfer of immediately available funds to a bank account designated by the Seller in writing prior to the ClosingEscrow Agreement; (c) Buyer and Bahan will execute and deliver an Employment Agreement, in the Buyer shall deliver to form of Exhibit B (the Seller a certificate representing the number of shares of Buyer Common Stock to be issued by the Buyer to the Seller at the Closing"Bahan Agreement"); (d) Buyer and ▇▇▇▇▇ ▇▇▇▇▇▇ will execute and deliver an Employment Agreement, in the closing certificates and other documents required to be delivered pursuant to this Agreement will be exchangedform of Exhibit C (the "▇▇▇▇▇▇ Agreement"); (e) the Seller shall Sellers will execute and deliver to Buyer a ▇▇▇▇ of Sale conveying the Buyer copies Assets to Buyer, in the form of resolutions of the Seller and Berwind certified by the Secretary of the Seller and Berwind, respectively, authorizing the execution, delivery and performance of this Agreement and the transactions contemplated herebyExhibit D; (f) each Seller that owns real estate included within the Buyer shall Assets will execute and deliver to the Seller copies of resolutions of the Board of Directors of the Buyer certified by the Secretary of the one or more grant, bargain and sale deeds conveying such real estate to Buyer, authorizing in the execution, delivery and performance form of this Agreement and Exhibit E (the transactions contemplated hereby; and"Deeds"); (g) the Seller shall Sellers will execute and deliver to Buyer an Assignment of Lease, in the form of Exhibit F; (h) the Company will endorse and deliver to Buyer any certificates of title necessary to effect or record the transfer of any vehicles or other Assets for which ownership is evidenced by a certificate of title; (i) the Sellers will deliver to Buyer or otherwise make available the originals or copies of all of the Company's books, records, ledgers, disks, proprietary information and other data and all other written or electronic depositories of information relating to the Assets; (j) Buyer will deliver to the Company an Assumption Agreement, in the form of Exhibit G hereto; (k) Buyer documents evidencing and the termination Company will execute and deliver an Assignment and Assumption Agreement relating to certain of the agreements and delivery Company's employee benefit plans, in the form of documents described Exhibit H hereto; and (l) the Company will pay to Buyer all cash then held in the Company's bank accounts other than the Excluded Assets, the purchase price payable to the Company at the Closing, the amount authorized for distribution to the Company's stockholders pursuant to the last sentence of Section 3.2(h4.1 (to the extent not previously distributed) and (i)if necessary) an amount sufficient to cover outstanding checks.

Closing Deliveries. Subject At the Closing, in addition to the terms agreements set ------------------ forth in Article IV, the parties shall execute and conditions hereof, at deliver the Closingfollowing documents: (a) MarketSource and Acquisition Sub shall execute and deliver the Seller shall deliver ▇▇▇▇ of Sale, Assignment and Assumption Agreement in the form of Exhibit A attached --------- hereto (the "▇▇▇▇ of Sale, Assignment and Assumption Agreement") pursuant to which MarketSource will transfer and assign to Acquisition Sub certain of the Buyer certificates representing Acquired Assets and Acquisition Sub will assume the Shares duly endorsed for transfer to the Buyer, or with separate stock powers attached thereto duly endorsed for transfer to the BuyerAssumed Liabilities; (b) the Buyer shall deliver to the Seller the Estimated Payment Amount, by wire transfer of immediately available funds to a bank account designated by the Seller in writing prior to the Closing[intentionally omitted]; (c) MarketSource will execute and deliver the Buyer shall deliver Trademark Assignment in the form of Exhibit C attached hereto (the "Trademark Assignment") pursuant to which --------- MarketSource will transfer and assign to Acquisition Sub the Seller a certificate representing the number of shares of Buyer Common Stock Trademarks being acquired by Acquisition Sub pursuant to be issued by the Buyer to the Seller at the Closing;this Agreement; and (d) the closing All such other bills of sale, assignment and assumption agreements, endorsements, intellectual property right assignments, certificates of title, consents and other good and sufficient instruments and documents required of conveyance and transfer, all dated the Closing Date and in a form reasonably satisfactory to be delivered pursuant Alloy and Acquisition Sub, as Alloy and Acquisition Sub reasonably shall deem necessary or appropriate to this Agreement will be exchanged; (e) the Seller shall deliver vest in or confirm to the Buyer copies of resolutions Acquisition Sub full and complete right, title and interest in and to all of the Seller and Berwind certified by Acquired Assets (collectively, the Secretary "Other Assignments"). On the Closing Date, MarketSource shall transfer all of the Seller and BerwindAcquired Assets, respectivelyincluding the 360 Youth IP Rights, authorizing the execution, delivery and performance of this Agreement and the transactions contemplated hereby; (f) the Buyer shall deliver to the Seller copies of resolutions of the Board of Directors of the Buyer certified by the Secretary of the Buyer, authorizing the execution, delivery and performance of this Agreement and the transactions contemplated hereby; and (g) the Seller shall deliver to the Buyer documents evidencing the termination of the agreements and delivery of documents described in Section 3.2(h) and (i)such location or locations as Acquisition Sub reasonably may request.

Closing Deliveries. Subject to the terms and conditions hereof, at At the Closing: (ai) Seller will execute and deliver to Purchaser: (A) a General Assignment and ▇▇▇▇ of Sale conveying title to the Purchased Assets to Purchaser; (B) the Non-Competition Agreement to which it is a party; (C) the certificates of an officer/manager of Seller required by Section 9(c); and (D) such other instruments as Purchaser or its counsel may reasonably request. In addition, Seller will deliver or cause to be delivered executed counterparts to the Non-Competition Agreements of the Shareholders, executed counterparts to the Retention Agreements, and an executed counterpart of the Consulting Agreement. All of the above-described deliveries are collectively referred to as the “Seller Deliveries.” Seller shall have also earlier delivered the Closing Statement as required by Section 3(a). (ii) Purchaser will deliver to the Buyer certificates representing the Shares duly endorsed for transfer to the Buyer, or with separate stock powers attached thereto duly endorsed for transfer to the Buyer; (b) the Buyer shall deliver to the Seller the Estimated Payment AmountSeller, by wire transfer of immediately available federal funds to a bank an account designated by Seller, an amount equal to the Closing Date Purchase Price, and shall execute and deliver to Seller the following: (A) the Non-Competition Agreement to which Seller is a party; (B) the certificates of an officer of Purchaser required by Section 10(a); (C) Seller Note (Offset) executed by Purchaser and (D) the Seller in writing prior to the Closing; Note (cNo Offset) the Buyer shall executed by Purchaser. In addition, Purchaser will deliver to the Seller a certificate representing the number of shares of Buyer Common Stock to be issued by the Buyer Shareholder an executed counterpart to the Seller at the Closing; (d) the closing certificates Non-Competition Agreements to which each such Shareholder is a party, and other documents required to be delivered pursuant to this Agreement will be exchanged; (e) the Seller shall deliver to the Buyer copies of resolutions applicable parties thereto an executed counterpart to the Retention Agreements and the Consulting Agreement. All of the above-described deliveries are collectively referred to as the “Purchaser Deliveries.” The Seller Deliveries and Berwind certified by the Secretary of the Seller and Berwind, respectively, authorizing the execution, delivery and performance of Purchaser Deliveries are collectively referred to in this Agreement and as the transactions contemplated hereby; (f) the Buyer shall deliver to the Seller copies of resolutions of the Board of Directors of the Buyer certified by the Secretary of the Buyer, authorizing the execution, delivery and performance of this Agreement and the transactions contemplated hereby; and (g) the Seller shall deliver to the Buyer documents evidencing the termination of the agreements and delivery of documents described in Section 3.2(h) and (i)“Ancillary Documents.”

Closing Deliveries. Subject to the terms and conditions hereof, at (a) At the Closing, the Company shall: (ai) the Seller shall deliver pay to the Buyer certificates representing the Shares duly endorsed for transfer to the Buyer, or with separate stock powers attached thereto duly endorsed for transfer to the Buyer; (b) the Buyer shall deliver to the Seller the Estimated Net Payment AmountAmount as set forth in Section 2.02, by wire transfer of immediately available funds to a bank an account designated by the Seller set forth in writing prior to the ClosingExhibit C; (cii) pay off the Buyer shall Extinguished Debt and pay the Closing Transaction Expenses as set forth in Section 2.02; (iii) deposit with the Escrow Agent the Escrow Amount as set forth in Section 2.02; (iv) deliver to Seller the ▇▇▇▇▇▇▇▇▇ Road Lease duly executed by the Company; (v) deliver a release duly executed by the Company; and (vi) issue to Buyer the Purchased Shares. (b) At the Closing, Buyer shall: (i) pay the Purchased Shares Purchase Price to the Company; (ii) deliver to Seller the Escrow Agreement duly executed by the Buyer; and (iii) deliver to Seller a certificate representing executed by an officer of the number of shares of Buyer Common Stock to be issued by the Buyer to the Seller at the Closing; Buyer: (di) the closing certificates and other documents required to be delivered pursuant to this Agreement will be exchanged; (e) the Seller shall deliver to the Buyer copies of having attached thereto resolutions of the Seller and Berwind certified by the Secretary Buyer’s board of the Seller and Berwind, respectively, managers authorizing the execution, delivery and performance of this Agreement and the transactions contemplated herebyother Transaction Documents to which the Buyer is a party and the consummation of the Transactions; and (ii) certifying the incumbency, signature and authority of the officers of the Buyer authorized to execute, deliver and perform this Agreement and each other the Transaction Document to which the Buyer is a party on behalf of the Buyer; (fc) At the Buyer Closing, Seller shall deliver to Buyer: (i) stock certificate evidencing the Seller copies Redeemed Shares, free and clear of all Encumbrances, accompanied by stock powers or other instruments of transfer duly executed in blank, with all required stock transfer tax stamps affixed thereto; (ii) payoff letters and lien releases with respect to the Extinguished Debt; (iii) a release duly executed by Seller; (iv) a non-foreign person affidavit that complies with the requirements of Section 1445 of the Code and Treasury Regulations Section 1.1445-2(b), executed by Seller, dated as of the Closing Date; (v) the Escrow Agreement duly executed by the Seller; (vi) a certificate executed by the secretary of Seller: (i) having attached thereto resolutions of Seller’s board of directors and resolutions of the Board shareholder of Directors of the Buyer certified by the Secretary of the BuyerSeller, in each case authorizing the execution, delivery and performance of this Agreement and the transactions contemplated herebyother Transaction Documents to which Seller is a party and the consummation of the Transactions; and (ii) having attached thereto the certificate of incorporation and bylaws of Seller as in effect at the time of the Closing with a certification that such documents have not been superseded or amended as of the Closing; (iii) having attached thereto a certificate of good standing for Seller from the Secretary of State of Delaware dated no more than seven (7) days prior to the Closing Date; and (iv) certifying the incumbency, signature and authority of the officers of Seller authorized to execute, deliver and perform this Agreement and each other the Transaction Document to which Seller is a party on behalf of Seller; (vii) evidence of payment in full of any transaction bonuses to any employees of the Company; (viii) resignations of the officers and directors of the Company, except for ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ who is not resigning, effective as of the Closing; (ix) all consents and approvals set forth on Section 3.05(a) of the Disclosure Schedule; and (gx) documentation authorizing the Company to draft, after Closing, any amounts in the deposit and merchant services accounts set forth on Exhibit C (the “Company Accounts”). (xi) a certificate of good standing for the Company from the Secretary of State of Florida and a certificate of existence, certificate of good standing or similar certificate from the applicable Government Authority in each jurisdiction in which the Company is qualified to do business. (d) At the Closing, Seller shall deliver to the Buyer documents Company: (i) a stock certificate evidencing the termination Purchased Shares, free and clear of all Encumbrances, accompanied by stock powers or other instruments of transfer duly executed in blank, with all required stock transfer tax stamps affixed thereto; and (ii) the agreements and delivery of documents described in Section 3.2(h) and (i)▇▇▇▇▇▇▇▇▇ Road Lease, duly executed by Seller.

Closing Deliveries. Subject On the Closing Date, the parties thereto (or with respect to which the delivery relates) shall cause to be executed and/or delivered to each other (if the Closing is to occur by mail) or to the terms and conditions hereofCleveland Office of Escrow Agent (if the Closing is to occur in person), at the Closing:following documents (except as otherwise indicated, the parties shall deliver four (4) counterparts of each document): (a) an Assignment and Assumption of Lease/Sublease in substantially the Seller form attached hereto as Schedule 9(a) (the “Assignment and Assumption of Leases”) pursuant to which KCPLP shall deliver assign to KCPLLC, and KCPLLC shall assume, all of KCPLP’s right, title and interest in and to the Buyer certificates representing Tower Lease, the Shares duly endorsed for transfer to Hotel Lease, the Buyer, or with separate stock powers attached thereto duly endorsed for transfer to Hotel Sublease and the BuyerGarage Sublease; (b) a ▇▇▇▇ of sale in substantially the Buyer shall deliver form attached hereto as Schedule 9(b) (the “▇▇▇▇ of Sale”) conveying to KCPLLC all of KCPLP’s right, title and interest in and to all furnishings, furniture, supplies, equipment, fixtures and other personal property located at, or used in connection with the Seller ownership, operation and maintenance of the Estimated Payment AmountProject, by wire transfer including without limitation (i) all heating, lighting, air conditioning, ventilating, plumbing, electrical or other mechanical equipment, furniture, furnishings, carpeting, appliances, tools, inventory, supplies, signs, draperies and other equipment and personal property at the Land or the Improvements, and (ii) specifically including the equipment, fixtures and personal property listed in Exhibit A attached thereto, specifically excluding, however, the art work located in the lobby and in the Conference Center on the 27th floor of immediately available funds to a bank account designated by the Seller in writing prior to the ClosingTower Improvements, as more specifically identified on Exhibit B attached thereto; (c) an assignment and assumption agreement in substantially the Buyer form attached hereto as Schedule 9(c) (the “Assignment and Assumption of Tenant Leases and Security Deposits”) pursuant to which KCPLP will assign, and KCPLLC will assume, all right, title and interest of KCPLP, as landlord or licensor, in and to all Tenant Leases and Security Deposits. Any Security Deposits maintained in the form of a letter of credit shall deliver be delivered to ▇▇▇▇▇ at Closing and KCPLP shall endeavor to cause the Seller reissuance or endorsement of each such letter of credit for the benefit of KCPLLC within a certificate representing the number of shares of Buyer Common Stock to be issued by the Buyer to the Seller at the reasonable time after Closing; (d) an assignment and assumption agreement in substantially the closing certificates and other documents required to be delivered pursuant to this Agreement will be exchanged; form attached hereto as Schedule 9(d) (e) the Seller shall deliver to the Buyer copies of resolutions of the Seller and Berwind certified by the Secretary of the Seller and Berwind, respectively, authorizing the execution, delivery and performance of this Agreement and the transactions contemplated hereby; (f) the Buyer shall deliver to the Seller copies of resolutions of the Board of Directors of the Buyer certified by the Secretary of the Buyer, authorizing the execution, delivery and performance of this Agreement and the transactions contemplated hereby; “Assignment and (g) the Seller shall deliver to the Buyer documents evidencing the termination of the agreements and delivery of documents described in Section 3.2(h) and (i).

Closing Deliveries. Subject to the terms and conditions hereof, at At the Closing, the certificate(s), documents and other items listed below will be executed and delivered by the appropriate parties: (a) Each Stockholder will deliver stock certificate(s) to Buyer representing all of the Seller shall deliver to the Buyer certificates representing the Shares Shares, duly endorsed for transfer to the Buyer, or with separate and accompanied by duly executed stock powers attached thereto duly endorsed for transfer to the Buyerpower(s); (b) the Subject to SECTION 7.4 below, Buyer shall will deliver a stock certificate to the Seller Trustee of each Stockholder representing the Estimated Payment Amount, by wire transfer shares of immediately available funds Parent Class A Common Stock to a bank account designated by the Seller in writing prior be delivered to the Closingeach respective Stockholder as Purchase Price; (c) Each Stockholder will execute and deliver an Affiliate Agreement substantially in the Buyer shall deliver to the Seller a certificate representing the number form of shares of Buyer Common Stock to be issued by the Buyer to the Seller at the ClosingEXHIBIT A hereto; (d) The Stockholders and the closing certificates Company will execute and other documents required deliver to be delivered pursuant to this Agreement will be exchangedBuyer a Closing Certificate substantially in the form of EXHIBIT B hereto; (e) the Seller shall Buyer will execute and deliver to the Buyer copies Company and each Stockholder a Closing Certificate substantially in the form of resolutions of the Seller and Berwind certified by the Secretary of the Seller and Berwind, respectively, authorizing the execution, delivery and performance of this Agreement and the transactions contemplated herebyEXHIBIT C hereto; (f) the The Company will execute and deliver to Buyer, and Buyer shall will execute and deliver to the Seller copies Company and each Stockholder, a Secretary's Certificate substantially in the form of resolutions EXHIBIT D hereto; (g) If and to the extent requested by Buyer, each director and officer of the Board of Directors of the Company will deliver to Buyer certified by the Secretary of the Buyer, authorizing the execution, delivery and performance of this Agreement a written resignation; (h) The Company and the transactions contemplated herebyStockholders will deliver to Buyer a legal opinion of their counsel in such form as Buyer's counsel shall reasonably request; and (gi) the Seller shall Buyer will deliver to the Buyer documents evidencing Company and the termination Stockholders a legal opinion of its counsel in such form as the agreements and delivery of documents described in Section 3.2(h) and (i)Company's counsel shall reasonably request.

Closing Deliveries. Subject (a) On the Closing Date, Target shall deliver the following items, all of which shall be in a form and substance reasonably acceptable to the terms and conditions hereof, at the ClosingAcquiror: (ai) the Seller shall deliver A certificate executed on behalf of Target by its Chief Executive Officer certifying to the Buyer certificates representing matters in Section 4.1(b); (ii) Certificates from the Shares duly endorsed for transfer Secretary of State of the State of Delaware as to Target’s good standing; (iii) A certified copy from the BuyerSecretary of State of the State of Delaware of the current Certificate of Incorporation of Target; (iv) A certificate executed on behalf of Target by its Secretary certifying its bylaws and board resolutions approving and authorizing the transactions contemplated herein; (v) Such other documents as Acquiror’s counsel shall have reasonably requested, or in form and substance reasonably satisfactory to such counsel; (vi) The written consents of all third parties required to complete the Merger; (vii) The stock books and records and corporate minute books of Target; (viii) The signed resignations of all directors and all officers of Target dated and effective as of the Closing Date; (ix) Each of the employees of Target who accepts employment with separate stock powers Acquiror shall have executed and delivered to Acquiror, which may be post-Closing but shall be pre-employment, an Employee Innovations and Proprietary Rights Assignment Agreement in substantially the form attached thereto duly endorsed for transfer to the Buyer;hereto as Exhibit B; and (b) On the Buyer Closing Date, Acquiror and Merger Sub shall deliver the following items, as the case may be, all of which shall be in a form and substance reasonably acceptable to Target offers of employment to each of the Seller the Estimated Payment Amount, by wire transfer of immediately available funds to a bank account designated by the Seller in writing prior to the Closing;employees listed on Schedule 1.7(b). (c) On the Buyer Closing Date, the Parties shall deliver the following items to the Seller other Parties as follows, all of which shall be in a certificate representing the number of shares of Buyer Common Stock to be issued by the Buyer form and substance reasonably acceptable to the Seller at receiving Party: (i) Each of the ClosingKey Employees and the Acquiror shall have executed and delivered an Executive Employment Agreement in substantially the form attached hereto as Exhibit C; (dii) Acquiror and Vivato Networks Holdings, Inc. shall have executed a License Agreement in substantially the closing certificates and other documents required to be delivered pursuant to this Agreement will be exchanged; form attached hereto as Exhibit D (e) the Seller shall deliver to the Buyer copies of resolutions of the Seller and Berwind certified by the Secretary of the Seller and Berwind, respectively, authorizing the execution, delivery and performance of this Agreement and the transactions contemplated hereby; (f) the Buyer shall deliver to the Seller copies of resolutions of the Board of Directors of the Buyer certified by the Secretary of the Buyer, authorizing the execution, delivery and performance of this Agreement and the transactions contemplated hereby“License Agreement”); and (giii) Target, Predecessor and Acquiror shall have executed and delivered the Seller shall deliver to Management Agreement in substantially the Buyer documents evidencing form attached hereto as Exhibit E (the termination of the agreements and delivery of documents described in Section 3.2(h) and (i“Management Agreement”).

Closing Deliveries. Subject to the terms and conditions hereof, at the Closing: (a) On or prior to each Closing, the Seller Company shall issue, deliver or cause to be delivered to each Purchaser the following (the “Company Deliverables”): (i) with respect to the Buyer certificates representing Initial Closing only, this Agreement, duly executed by the Shares duly endorsed for transfer to the Buyer, or with separate stock powers attached thereto duly endorsed for transfer to the BuyerCompany; (bii) the Buyer shall deliver to the Seller the Estimated Payment Amountfacsimile copies of one or more Warrants, by wire transfer of immediately available funds to a bank account designated executed by the Seller Company and registered in writing prior the name of such Purchaser as set forth on the Book Entry Questionnaire included as Exhibit C-2 hereto, pursuant to which such Purchaser shall have the right to acquire such number of Warrant Shares as calculated pursuant to Section 2.1(a), with the original Warrants delivered within three (3) Trading Days of Closing; (ciii) a legal opinion of Company Counsel, dated as of the Buyer shall deliver Closing Date and in substantially the form attached hereto as Exhibit D, executed by such counsel and addressed to the Seller Purchasers and the Placement Agent; (iv) with respect to the Initial Closing only, the Registration Rights Agreement, duly executed by the Company; (v) duly executed Irrevocable Transfer Agent Instructions instructing the Transfer Agent to deliver a certificate representing book entry statement evidencing the number of shares of Buyer Shares equal to such Purchaser’s (a) Common Stock to be issued Subscription Amount divided by the Buyer to Common Unit Purchase Price and/or (b) Preferred Stock Subscription Amount divided by the Seller at Preferred Unit Purchase Price, registered in the Closingname of such Purchaser; (dvi) the closing certificates and other documents required to be delivered pursuant to this Agreement will be exchanged; (e) the Seller shall deliver to the Buyer copies a certificate of resolutions of the Seller and Berwind certified by the Secretary of the Seller and BerwindCompany (the “Secretary’s Certificate”), respectivelydated as of the applicable Closing Date, authorizing (a) certifying the execution, delivery and performance of this Agreement and the transactions contemplated hereby; (f) the Buyer shall deliver to the Seller copies of resolutions of adopted by the Board of Directors of the Buyer Company or a duly authorized committee thereof approving the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the Securities, (b) certifying the current versions of the certificate of incorporation, as amended, by-laws of the Company and Certificate of Designation, and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company, in substantially the form attached hereto as Exhibit F; (vii) the Compliance Certificate referred to in Section 5.1(i); (viii) with respect to the Initial Closing only, a Lock-Up Agreement, substantially in the form of Exhibit I hereto (each a “Lock-Up Agreement” and collectively, the “Lock-up Agreements”) executed by and between the Company and each person or entity listed on Exhibit J hereto, and each such Lock-Up Agreement shall be in full force and effect on the Initial Closing Date; (ix) a certificate evidencing the formation and good standing of the Company issued by the Secretary of State of Delaware, as of a date within three (3) Business Days of the applicable Closing Date; (x) a certificate 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 Company is qualified to do business as a foreign corporation, as of a date within three (3) Business Days of the applicable Closing Date; and (xi) a certified copy of the certificate of incorporation, as certified by the Secretary of State of Delaware, as of a date within three (3) Business Days of the Buyerapplicable Closing Date. (b) On or prior to each Closing, authorizing each Purchaser shall deliver or cause to be delivered to the executionCompany the following (the “Purchaser Deliverables”): (i) with respect to the Initial Closing only, delivery this Agreement, duly executed by such Purchaser; (ii) its Subscription Amount for the applicable Closing, in United States dollars and performance of this Agreement in immediately available funds, in the amount identified to it by the Company in writing, by wire transfer to the Escrow Account, as set forth on Exhibit H attached hereto; (iii) with respect to the Initial Closing only, the Registration Rights Agreement, duly executed by such Purchaser; (iv) with respect to the Initial Closing only, a fully completed and duly executed Selling Stockholder Questionnaire in the transactions contemplated herebyform attached as Annex B to the Registration Rights Agreement; and (gv) the Seller shall deliver with respect to the Buyer documents evidencing Initial Closing only, a fully completed and duly executed Accredited Investor Questionnaire, satisfactory to the termination of Company, and Book-Entry Questionnaire in the agreements forms attached hereto as Exhibits C-1 and delivery of documents described in Section 3.2(h) and (i)C-2, respectively.

Closing Deliveries. Subject to the terms and conditions hereof, at the Closing: (a) the At Closing, Seller shall execute and/or deliver to Buyer the Buyer certificates representing the Shares duly endorsed for transfer to the Buyer, or with separate stock powers attached thereto duly endorsed for transfer to the Buyerfollowing (collectively "Seller's Closing Documents"): (i) The Deeds; (bii) the Buyer shall deliver to the Seller the Estimated Payment AmountThe Assignment, by wire transfer of immediately available funds to a bank account designated by the Seller in writing prior to the ClosingBill ▇▇ Sale and Assumption Agreement; (ciii) A certificate from an officer of Seller reasonably acceptable to Buyer confirming the Buyer shall deliver to accuracy of the Seller a certificate representing representations and warranties in Section 10 as of the number of shares of Buyer Common Stock to be issued by the Buyer to the Seller at the ClosingClosing Date; (div) the closing certificates and other documents required to be delivered pursuant to this Agreement will be exchanged; (e) the Authorizing resolutions or minutes from Seller shall deliver to the Buyer copies of resolutions of the Seller and Berwind certified by the Secretary of the Seller and Berwind, respectively, authorizing the execution, delivery and performance of approving this Agreement and the transactions contemplated herebyherein; (fv) A FIRPTA affidavit to the effect that Seller is not a "foreign person" (as defined in Section 1445(f)(3) of the Code and the regulations issued thereunder); and (vi) Three (3) lease agreements, each lease agreement by and between Buyer, as lessor, and Seller, as lessee, and each lease agreement substantially in the form of Exhibit E (the "Lease Agreements"). (b) At Closing, Buyer shall execute and/or deliver to Seller the Seller copies of following (collectively "Buyer's Closing Documents"): (i) Authorizing resolutions of the Board of Directors of the from Buyer certified by the Secretary of the Buyer, authorizing the execution, delivery and performance of approving this Agreement and the transactions contemplated herebyherein; and (gii) A certificate from an officer of Buyer reasonably acceptable to Seller confirming the Seller shall deliver to the Buyer documents evidencing the termination accuracy of the agreements representations and delivery of documents described warranties in Section 3.2(h11 as of the Closing Date; (iii) The Purchase Note executed by a duly authorized officer of Buyer; (iv) Three (3) lease agreements, each lease agreement by and between Buyer, as lessor, and Seller, as lessee, and each lease agreement substantially in the form of Exhibit E (ithe "Lease Agreements"); and (v) The Assignment, Bill ▇▇ Sale and Assumption Agreement. (c) Seller's Closing Documents and Buyer's Closing Documents shall be collectively called herein the "Closing Documents". Buyer and Seller agree that such other documents as may be legally necessary or appropriate to carry out the terms of this Agreement or as reasonably requested by the other party shall be executed and delivered by the appropriate party at Closing.

Closing Deliveries. Subject (a) On or prior to the terms and conditions hereofClosing (except as otherwise required below), the Company shall deliver or cause to be delivered to each Purchaser purchasing Units at such Closing the Closingfollowing: (ai) this Agreement duly executed by the Seller shall deliver to the Buyer certificates representing the Shares duly endorsed for transfer to the Buyer, or with separate stock powers attached thereto duly endorsed for transfer to the BuyerCompany; (bii) the Buyer shall deliver to the Seller the Estimated Payment Amount, by wire transfer of immediately available funds to a bank account designated Escrow Agreement duly executed by the Seller in writing prior to Company and the ClosingEscrow Agent; (ciii) in the Buyer shall deliver discretion of the Company, either (A) a copy of the irrevocable instructions to the Seller Transfer Agent instructing the Transfer Agent to deliver, on an expedited basis, a certificate representing evidencing the number of shares of Buyer Common Preferred Stock to be issued contained in such Purchaser’s Units, or (B) a certificate evidencing the number of shares of Preferred Stock contained in such Purchaser’s Units, (in each case determined by dividing such Purchaser’s Subscription Amount by the Buyer to Per Unit Purchase Price), and in each case registered in the Seller at the Closingname of such Purchaser; (div) a Warrant, registered in the closing certificates and other documents required name of such Purchaser to be delivered pursuant purchase up to this Agreement will be exchangeda number of Warrant Shares equal to the number of the Units being purchased by such Purchaser at such Closing, multiplied by ten; (ev) a check in the Seller shall deliver amount of the interest accrued on the Subscription Amount held in escrow based upon an interest rate of five percent (5%) per annum and prorated on a daily basis for each day during which the Subscription Amount has been held in escrow, less the amount of any such accrued interest applied by the Company, in its sole discretion, to the Buyer copies purchase of resolutions of the Seller and Berwind certified additional Units by the Secretary of the Seller and Berwind, respectively, authorizing the execution, delivery and performance of this Agreement and the transactions contemplated herebysuch Purchaser; (fvi) the Buyer shall deliver to the Seller copies of resolutions of the Board of Directors of the Buyer certified Registration Rights Agreement duly executed by the Secretary of the Buyer, authorizing the execution, delivery and performance of this Agreement and the transactions contemplated herebyCompany; and (gvii) a legal opinion of Company Counsel in customary form regarding the issuance of the Units. (b) On or prior to the Closing, each Purchaser purchasing Units at such Closing shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such Purchaser; (ii) the Seller Escrow Agreement duly executed by such Purchaser; (iii) such Purchaser’s Subscription Amount by wire transfer to the account as specified in the Escrow Agreement; (iv) the Registration Rights Agreement duly executed by such Purchaser; and (v) if the Purchaser is a U.S. citizen, resident for U.S. federal income tax purposes, or otherwise subject to U.S. federal income tax, an IRS Form W-9 completed with respect to such Purchaser in accordance with the instructions accompanying such form. (c) On the Closing, the Escrow Agent shall deliver or cause to be delivered to the Buyer documents evidencing Company the termination of the agreements and delivery of documents described in Section 3.2(h) and (i)Subscription Amounts from each Purchaser purchasing Units at such Closing.

Closing Deliveries. Subject to the terms and conditions hereof, at the Closing: (a) At the Seller Closing, the Company Stockholders as the holders of all of the issued and outstanding shares of Company Common Stock and the holders of all certificates representing such shares, shall deliver such certificates or suitable affidavits (including indemnity) representing lost certificates, duly endorsed in blank by the Company Stockholders, or accompanied by blank irrevocable stock powers to Parent. (b) At the Closing, the Company Warrantholders, as the holders of all of the issued and outstanding Company Warrants and as the holders of all outstanding certificates, instruments or documents representing such Company Warrants, shall surrender such instruments or documents to Parent duly marked "cancelled" or duly endorsed in blank by the Company Warrantholders, or accompanied by blank irrevocable assignments, upon the receipt of which by Parent such Warrants shall be cancelled, and Parent shall deliver to the Buyer certificates representing the Shares duly endorsed for transfer to the Buyer, or with separate stock powers attached thereto duly endorsed for transfer to the Buyer; (b) the Buyer shall deliver to the Seller the Estimated Payment Amount, by wire transfer of immediately available funds to a bank account designated by the Seller in writing prior to the Closing; (c) the Buyer shall deliver to the Seller a certificate Company Warrantholders Debt Warrants representing the number of shares of Buyer Parent Common Stock calculated pursuant to Section 1.5 duly executed by authorized officers of Parent and shall take such steps as shall be issued by necessary to enter the Buyer to Company Warrantholders or their nominee(s) upon the Seller at books of Parent as the holders of each party's respective number of Debt Warrants. (c) At the Closing;, the Company Debtholders, as the holders of all of the indebtedness of the Company set forth on Schedule III, shall negotiate and transfer to Parent all promissory notes, loan agreements, security agreements and related instruments and other documents evidencing or representing such indebtedness, including, without limitation, appropriate Uniform Commercial Code ("UCC") assignments of any security interests (the "Loan Agreements") to Parent and Parent shall deliver to (i) the Company Debtholders certificates representing the number of shares of Series A Preferred Stock, calculated pursuant to Section 1.6(a), (ii) GDI, or its nominee, the GDI Warrant, and (iii) GLI, or its nominee, the GLI Warrant, all duly executed by authorized officers of Parent, and shall take such steps as shall be necessary to enter the Company Debtholders or their nominee(s) upon the books of Parent as the holders of each party's respective number of Series A Preferred Stock, GDI Warrants and GLI Warrants. (d) The Company Debtholders, Company Stockholders, Company Warrantholders, and Parent agree promptly to cure any deficiencies with respect to the closing certificates and endorsement or cancellation of the certificates, instruments or other documents required of conveyance or cancellation with respect to be delivered pursuant such indebtedness, Company Common Stock and Company Warrants or with respect to this Agreement will be exchanged;the stock powers or assignments accompanying any Company Common Stock or Company Warrants, or with respect to the issuance of the Debt Warrants, GDI Warrants, GLI Warrants, or Series A Preferred Stock. (e) Neither the Seller Surviving Corporation, Parent nor any other Person shall deliver be liable to any former Company Stockholder or Company Warrantholder in respect of any amount or property delivered to a public official pursuant to any applicable abandoned property, escheat or similar law. If any certificates for the Company Common Stock or the Company Warrants have not been surrendered prior to the Buyer copies of resolutions end of the Seller and Berwind certified applicable period after the Effective Time under escheat laws (remotely prior to such earlier date on which any amount or property would otherwise escheat to or become the property of any governmental entity), any such amount or property shall, to the extent permitted by applicable law, become the Secretary property of the Seller Surviving Corporation, free and Berwind, respectively, authorizing the execution, delivery and performance clear of this Agreement and the transactions contemplated hereby;any claims or interest of any person previously entitled thereto. (f) If the Buyer issuance of any Debt Warrant is to be made to a person other than the person in whose name a surrendered certificate or instrument is registered, it shall deliver be a condition to such issuance that the certificate or instrument so surrendered shall be properly endorsed and shall be otherwise in proper form for transfer and that the person requesting such issuance shall have paid any transfer and other taxes required by reason of such issuance in a name other than that of the registered holder of the certificate or instruments surrendered or shall have established to the Seller copies of resolutions satisfaction of the Board of Directors of the Buyer certified by the Secretary of the Buyer, authorizing the execution, delivery and performance of this Agreement and the transactions contemplated hereby; and (g) the Seller shall deliver to the Buyer documents evidencing the termination of the agreements and delivery of documents described in Section 3.2(h) and (i)Surviving Corporation that such tax either has been paid or is not payable.

Closing Deliveries. Subject (a) At the Closing, subject to the terms and conditions hereof, at the ClosingPartnership will deliver, or cause to be delivered, to each Purchaser: (ai) the Seller Purchased Securities by delivery of certificates evidencing such Purchased Securities at the Closing meeting the requirements of the Partnership Agreement, all free and clear of any Liens of any other Person or other restrictions whatsoever (other than those arising under the Partnership Agreement or state or federal securities laws or those created by a Purchaser); (ii) Certificates of the Secretary of State of the State of Delaware and the State of Nevada, as applicable, each dated as of a recent date, that each of the Partnership, the General Partner, the Operating Company and the Parent is in good standing or existence, as the case may be; (iii) Confirmation that all closing conditions under the Parent Securities Purchase Agreement have been satisfied in all material respects or the fulfillment of any such conditions shall deliver have been waived, except for those conditions which, by their nature, will be satisfied concurrently with the Closing. (iv) The Contribution Agreement, which shall have been duly executed by the Partnership Parties; (v) The Omnibus Agreement, which shall have been duly executed by the Partnership Parties; (vi) The Partnership Agreement, which shall have been duly executed by the Partnership Parties; (vii) The Assignment, which shall have been duly executed by the Partnership Parties; (viii) The Assumption and Indemnification Agreement, which shall have been duly executed by the Partnership Parties; (ix) The Master Operating Agreement, which shall have been duly executed by the Partnership Parties; (x) The Credit Agreement, which shall have been duly executed by the Partnership Parties and the other parties thereto; (xi) The Registration Rights Agreement, which shall have been duly executed by the Partnership; (xii) An opinion addressed to the Buyer certificates representing Purchasers from ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ L.L.P., dated as of the Shares duly endorsed for transfer Closing Date, in substantially the form and substance attached hereto as Exhibit B; (xiii) A qualifying income opinion addressed to the BuyerPartnership from ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ L.L.P., dated as of the Closing date, in substantially the form and substance attached hereto as Exhibit C; (xiv) An opinion addressed to the Purchasers from ▇▇▇▇ ▇▇▇▇ Peek ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇, dated as of the Closing Date, in substantially the form and substance attached hereto as Exhibit D; and (xv) Purchasers shall have received from the Partnership’s, the General Partner’s and the Operating Company’s Secretary or with separate stock powers Assistant Secretary, a certificate having attached thereto duly endorsed (i) the certificate of limited partnership or certificate of formation of limited liability company, as applicable, in each case, as in effect at the time of the Closing, (ii) the Partnership Agreement or the Limited Liability Company Agreement, as applicable, in each case, as in effect at the time of the Closing, (iii) resolutions approved by the applicable governing body each of the foregoing entities authorizing the transactions contemplated by this Agreement, (iv) a list of the officers who are authorized to sign this Agreement for transfer each such entity, (v) specimen signatures of such authorized officers and (vi) good standing certificates with respect to each such entity from the Buyer;applicable authorities in the jurisdiction of organization of such entities, as applicable. (b) At the Buyer shall deliver Closing, subject to the Seller terms and conditions hereof, each Purchaser will deliver, or cause to be delivered to the Estimated Payment Partnership: (i) The Commitment Amount, which shall be paid in United States dollars in immediately available funds, by wire transfer of immediately available funds to a bank an account designated in writing by the Seller in writing Partnership prior to the Closing; (cii) the Buyer The Partnership Agreement, which shall deliver to the Seller a certificate representing the number of shares of Buyer Common Stock to be issued have been duly executed by the Buyer to the Seller at the Closing; (d) the closing certificates and other documents required to be delivered pursuant to this Agreement will be exchanged; (e) the Seller shall deliver to the Buyer copies of resolutions of the Seller and Berwind certified by the Secretary of the Seller and Berwind, respectively, authorizing the execution, delivery and performance of this Agreement and the transactions contemplated hereby; (f) the Buyer shall deliver to the Seller copies of resolutions of the Board of Directors of the Buyer certified by the Secretary of the Buyer, authorizing the execution, delivery and performance of this Agreement and the transactions contemplated herebysuch Purchaser; and (giii) the Seller The Registration Rights Agreement, which shall deliver to the Buyer documents evidencing the termination of the agreements and delivery of documents described in Section 3.2(h) and (i)have been duly executed by such Purchaser.

Closing Deliveries. Subject to the terms and conditions hereof, at (a) At the Closing, Buyer shall deliver or cause to be delivered to Unipath: (ai) the Seller shall deliver to Purchase Price; (ii) the Buyer certificates representing Unipath Services Agreement (the Shares duly endorsed for transfer to the Buyer"Unipath Services Agreement"), or with separate stock powers attached thereto duly endorsed for transfer to the executed by Buyer; (biii) the Buyer shall deliver evidence, in form and substance reasonably satisfactory to the Seller the Estimated Payment AmountUnipath, by wire transfer that consents of immediately available funds to a bank account designated by the Seller Governmental Entities required in writing prior to the Closing; (c) the Buyer shall deliver to the Seller a certificate representing the number of shares of Buyer Common Stock to be issued by the Buyer to the Seller at the Closing; (d) the closing certificates and other documents required to be delivered pursuant to this Agreement will be exchanged; (e) the Seller shall deliver to the Buyer copies of resolutions of the Seller and Berwind certified by the Secretary of the Seller and Berwind, respectively, authorizing the execution, delivery and performance of connection with this Agreement and the transactions contemplated hereby; (f) hereby have been obtained and are in full force and effect except for any such consents and approvals the Buyer shall deliver absence of which would not materially impair Buyer's ability to the Seller copies of resolutions of the Board of Directors of the Buyer certified by the Secretary of the Buyer, authorizing the execution, delivery and performance of this Agreement and consummate the transactions contemplated herebyby or perform its obligations under this Agreement; and (giv) an assignment and assumption agreement reasonably satisfactory to Buyer and Unipath under which Buyer assumes the Assumed Liabilities, executed by Buyer. (b) At the Closing, Unipath shall deliver or cause to be delivered to Buyer: (i) physical possession of all Purchased Assets, including those assets set forth in Section 1.2(vi), capable of passing by delivery, with the intent that title in such Purchased Assets shall pass to Buyer by and on such delivery; (ii) the Seller shall deliver Unipath Services Agreement, executed by Unipath; (iii) the assignment and assumption agreement delivered pursuant to Section 2.2(a)(iv), executed by Unipath; (iv) an instrument of sale in a form reasonably satisfactory to Buyer transferring to Buyer all of Unipath's and its Affiliates' right, title and interest in and to the Purchased Assets; (v) releases and/or certificates of non-crystallisation, duly executed by General Electric Capital Corporation, in the form agreed with Buyer documents evidencing the termination in respect of all Liens on or affecting any of the agreements Purchased Assets; (vi) all National Insurance and delivery PAYE records, fully completed in respect of documents described the Employees and showing that payments are up to date and all records required to be kept under the Working Time Regulations 1998; (vii) a certificate, dated the Closing Date and signed by the managing director of Unipath, confirming that A. the representations and warranties of Unipath set forth in Section 3.2(hthis Agreement are true and correct as of the Closing Date or such other date that any such representation or warranty speaks as of, except where the failure to be true and correct would not, individually or in the aggregate (I) and have a Material Adverse Effect, or (i).II) materially impair Unipath's ability to consummate the transactions contemplated by or perform its obligations under this Agreement;

Closing Deliveries. Subject (a) By the Sellers and the Company. At or prior to the terms Closing, the Sellers and conditions hereofthe Company will deliver, or cause to be delivered, to Purchaser: (i) such assignments, deeds and other instruments of conveyance as the Parties and their respective counsel deem reasonably necessary to vest in Purchaser all of the right, title and interest of the Sellers in and to the Purchased Equity (in such form as the Parties, acting reasonably and in good faith, agree, it being understood that no such instrument of assignment will require either Seller or any of their respective Affiliates to make any additional representations, warranties or covenants, expressed or implied, not contained in this Agreement); (ii) evidence reasonably satisfactory to Purchaser that (A) the option to purchase the real property located at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ (the Closing:“Option Property”) has been assigned by the Company to ECPP, (B) ECPP has exercised the option to purchase the Option Property, and (C) ECPP has closed on the acquisition of and is the sole fee owner of the Option Property; (iii) terminations of all Leases with ECPP or an Affiliate of the Company or the Sellers as landlord or lessor in form and substance reasonably acceptable to Purchaser, which (a) a certificate of an authorized officer of the Seller shall deliver Company, dated as of the Closing Date, in form and substance reasonably satisfactory to the Buyer certificates representing the Shares duly endorsed for transfer Purchaser, as to the Buyer, or with separate stock powers attached thereto duly endorsed for transfer to the Buyer; (bi) the Buyer shall deliver to the Seller the Estimated Payment AmountCompany’s Organizational Documents, by wire transfer of immediately available funds to a bank account designated by the Seller in writing prior to the Closing; (cii) the Buyer shall deliver to the Seller a certificate representing the number of shares of Buyer Common Stock to be issued by the Buyer to the Seller at the Closing; (d) the closing certificates and other documents required to be delivered pursuant to this Agreement will be exchanged; (e) the Seller shall deliver to the Buyer copies of resolutions of the Seller and Berwind certified by the Secretary board of managers of the Seller and Berwind, respectively, Company authorizing the execution, delivery execution and performance of this Agreement and the Ancillary Agreements to which the Company is a party and the transactions contemplated hereby; hereby and thereby, and (fiii) incumbency and signatures of the Buyer shall deliver to officers of the Seller copies Company executing this Agreement and any Ancillary Agreement; and (b) a copy of the resolutions of the Board board of Directors managers or directors (as applicable) of the Buyer certified by the Secretary of the Buyer, each Seller authorizing the execution, delivery execution and performance of this Agreement and the Ancillary Agreements to which each such Seller is a party and the transactions contemplated herebyhereby and thereby; and (gx) executed terminations and releases of the Company of each Affiliate Arrangement (other than those set forth on Section 2.2(a)(x) of the Company Disclosure Letter), or other evidence of termination, in each case in form and substance reasonably satisfactory to Purchaser; (xi) evidence reasonably satisfactory to Purchaser that the consents set forth on Section 2.2(a)(xi) of the Company Disclosure Letter have been obtained in writing; (xii) Payoff Letters and Releases executed by the parties thereto, including the Payoff Letters and Releases with respect to the BoA Credit Agreement (as defined in the Company Disclosure Letter) and the Encumbrances in favor of ▇▇▇▇▇ Fargo Bank, NA (including those described on Section 4.12 of the Company Disclosure Letter); (xiii) the employment agreement in the form attached hereto as Exhibit H, duly executed by ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ and the Company (the “▇▇▇▇▇▇ Employment Agreement”); (xiv) a transition services agreement reflecting the terms attached hereto as Exhibit I (the “Transition Services Agreement”), duly executed by each Seller shall deliver to and the Buyer documents evidencing the termination of the agreements and delivery of documents described in Section 3.2(h) and (i).Company;

Closing Deliveries. Subject to the terms and conditions hereof, at At the Closing: (a) the Seller shall deliver deliver, or cause to be delivered, to Buyer: (i) an instrument of assignment, in substantially the form attached hereto as Exhibit A, executed by Seller assigning to Buyer all of Seller's Shares; (ii) an Assignment and Assumption Agreement with respect to the Buyer certificates representing ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Liability and a Release from the Shares duly endorsed for transfer ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Liability in substantially the form attached hereto as Exhibit B, executed by the Company and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇; (iii) an Escrow Agreement, in substantially the form attached hereto as Exhibit C (the "Escrow Agreement"), executed by Seller; (iv) a Noncompete Agreement, in substantially the form attached hereto as Exhibit D, executed by Seller; (v) a certificate of the Secretary of the Company certifying, as complete and accurate as of the Closing, attached copies of the Organizational Documents and a Certificate of Good Standing thereof, certifying and attaching all requisite resolutions or actions of the Company's board of directors approving the execution and delivery of each of the Transaction Documents and the consummation of the Transactions and certifying to the Buyer, or with separate stock powers attached thereto duly endorsed for transfer to incumbency of the Buyerofficers of the Company executing the Transaction Documents; (vi) written resignations of the officers of the Company other than the individuals set forth on Schedule 2.6(a)(vi); (b) the Buyer shall deliver deliver, or cause to be delivered: (i) the Seller the Estimated Payment Amount, by wire transfer of immediately available funds to a bank account designated by the Seller in writing prior to the ClosingClosing Payment; (cii) the Buyer shall deliver to the Seller a certificate representing the number of shares of Buyer Common Stock to be issued Escrow Agreement, executed by the Buyer to the Seller at the ClosingBuyer; (diii) the closing certificates and other documents required to be delivered pursuant to this Lease Agreement will be exchangedattached hereto as Exhibit E, executed by Buyer; (eiv) the Seller shall deliver to the Buyer copies a certificate of resolutions of the Seller and Berwind certified by the Secretary of Buyer certifying, as complete and accurate as of the Seller and BerwindClosing, respectively, authorizing the execution, delivery and performance of this Agreement and the transactions contemplated hereby; (f) the Buyer shall deliver to the Seller attached copies of the Organizational Documents and a Certificate of Good Standing thereof, certifying and attaching all requisite resolutions or actions of Buyer's board of directors approving the Board of Directors of the Buyer certified by the Secretary of the Buyer, authorizing the execution, delivery and performance of this Agreement and the transactions contemplated hereby; and (g) the Seller shall deliver to the Buyer documents evidencing the termination of the agreements execution and delivery of documents described in Section 3.2(h) each of the Transaction Documents and (i)the consummation of the Transactions and certifying to the incumbency of the officers of Buyer executing the Transaction Documents.

Closing Deliveries. Subject (a) At the Initial Closing, and subject to the terms and conditions hereof, at the Closingherein contained: (ai) AirTouch (for itself and the other Sublessors) and TowerCo shall execute and deliver the Warrant to purchase 3,000,000 shares of TowerCo Class A Common Stock and the Registration Rights Agreement; (ii) AirTouch (for itself and the other Sublessors) and Sub shall execute and deliver the Sublease; (iii) AirTouch (for itself and the other Sublessors) shall execute and deliver, and ATLP shall execute and deliver, (A) the Seller Master Tower Site Lease Agreement in the form attached hereto as EXHIBIT E (the "Master ------ Lease") pursuant to which ATLP shall deliver lease to Sublessors space on certain ----- communications towers to be constructed pursuant to the Buyer certificates representing Build-to-Suit Agreement (as defined below); and (B) the Shares duly endorsed for transfer Site Development and Build-to- Suit Agreement in the form attached hereto as EXHIBIT F (the "Build-to-Suit ------------- Agreement") pursuant to which Sublessors shall offer to ATLP from time to --------- time the Buyer, or with separate stock powers attached thereto duly endorsed for transfer right to build certain towers and related structures on the Buyer;terms and conditions described therein. (b) At each Closing (including the Buyer Initial Closing), and subject to the terms and conditions herein contained, Sublessors shall deliver to TowerCo (or, if applicable, Sub) all of the Seller following: (i) the Estimated Payment AmountSite Designation Supplements (as defined in the Sublease) applicable to the Tower Sites which are the subject of such Closing, by wire transfer to the extent and as provided in this Agreement; (ii) a certificate of immediately available funds each Sublessor, substantially in the form of EXHIBIT H; (iii) a Certificate of Good Standing for each Sublessor certified to a bank account designated by the Seller in writing prior to Secretary of State of the Closing;jurisdiction of such Sublessor's incorporation or formation; and (iv) such other documents and certificates as TowerCo may reasonably request. (c) At each Closing (including the Buyer Initial Closing), TowerCo (or, if applicable, Sub) shall deliver to Sublessors the Seller following: (i) a wire transfer to each Sublessor of the portion of the Exclusive Commitment Fee attributable (on a pro rata basis) to the Included Towers of such Sublessor which are the subject of such Closing, pursuant to instructions received from AirTouch; (ii) a Certificate of Good Standing of TowerCo and Sub certified to by the Secretary of State of the State of each State in which any of the Towers and Tower Sites that are the subject of such Closing are located; (iii) an executed counterpart of each Site Designation Supplement delivered by Sublessors pursuant to Section 10.2 hereof; (iv) certificates of TowerCo and Sub, substantially in the form of EXHIBITS I and J; and a certificate representing of ATLP substantially in the number form of shares the certificate of Buyer Common Stock to be issued by the Buyer to the Seller at the Closing;TowerCo and Sub. (v) such other documents and certificates as Sublessors may reasonably request. (d) AirTouch (for itself and the closing certificates other Sublessors) and other documents required TowerCo shall negotiate in good faith hereafter with the goal of executing, as promptly as reasonably practicable, a mutually acceptable agreement regarding TowerCo's provision to be delivered pursuant Sublessors of certain services with respect to this Agreement will be exchanged;the tower structures owned by Sublessors, including appropriate support from New Employees hired by TowerCo for Sublessors' tower operations after the Initial Closing. (e) AirTouch (for itself and the Seller other Sublessors) and TowerCo shall deliver negotiate in good faith hereafter with the goal of executing, as promptly as reasonably practicable, a mutually acceptable agreement regarding Sublessors' provision to TowerCo of certain services to facilitate the Buyer copies of resolutions transition to TowerCo of the Seller and Berwind certified by the Secretary occupancy or management of the Seller Subleased Property and Berwind, respectively, authorizing Managed Components under the execution, delivery and performance of this Agreement and the transactions contemplated hereby; (f) the Buyer shall deliver to the Seller copies of resolutions of the Board of Directors of the Buyer certified by the Secretary of the Buyer, authorizing the execution, delivery and performance of this Agreement and the transactions contemplated hereby; and (g) the Seller shall deliver to the Buyer documents evidencing the termination of the agreements and delivery of documents described in Section 3.2(h) and (i)Sublease.

Closing Deliveries. Subject to the terms and conditions hereof, at At the Closing, Pubco shall have delivered or caused to be delivered to Soul and the Shareholder the following: (ai) the Seller shall deliver to the Buyer certificates representing the Shares this Agreement duly endorsed for transfer to the Buyer, or with separate stock powers attached thereto duly endorsed for transfer to the Buyerexecuted by Pubco; (bii) letter of resignation from the Buyer P▇▇▇▇▇▇ ▇▇▇▇▇▇ as to all of the offices she currently holds with Pubco to be effective on the Closing Date (provided, however, that she shall deliver to the Seller the Estimated Payment Amountupon closing be appointed as a vice president of Pubco), by wire transfer and confirming that such officer has no claim against Pubco in respect of immediately available funds to a bank account designated by the Seller in writing prior to any outstanding remuneration or fees of whatever nature as of the Closing; (ciii) letter of resignation of Pubco’s directors other than the Buyer shall deliver to Shareholder, with the Seller a certificate representing the number resignation of shares of Buyer Common Stock such directors to be issued by the Buyer to the Seller at the effective upon Closing; (div) the closing certificates and other documents required to be delivered pursuant to this Agreement will be exchanged; (e) the Seller shall deliver to the Buyer copies of resolutions of the Seller and Berwind certified duly adopted by the Secretary Board of Directors of Pubco approving the Seller and Berwindfollowing events or actions, respectively, authorizing as applicable: a. the execution, delivery and performance of this Agreement Agreement; b. the Acquisition and the transactions contemplated herebyterms thereof; and c. the appointment of P▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ as President, Treasurer and Secretary; (fv) a certificate of good standing for Pubco from the State of Nevada, dated not earlier than five (5) days prior to the Closing Date; (vi) an instruction letter signed by the President of Pubco addressed to Pubco’s transfer agent of record, in a form reasonably acceptable to Soul and consistent with the terms of this Agreement, instructing the transfer agent to issue stock certificates representing the Issuable Shares to be delivered pursuant to this Agreement registered in the name of the Shareholder, which letter shall also provide for the issuance of 1,080,000 shares of Pubco Common Stock to P▇▇▇▇▇▇ ▇▇▇▇▇▇ on the date that shall be 30 calendar days subsequent to the Closing Date; (vii) Intentionally Left Blank; (viii) A certificate of Island Stock Transfer Inc., Pubco’s transfer agent and registrar, certifying as of the business day prior to the Acquisition, a true and complete list of the names and addresses of the record owners of all of the outstanding shares of Pubco Common Stock, together with the number of shares of Pubco Common Stock held by each record owner; (ix) a certificate of the Secretary of Pubco, dated as of the Closing Date, certifying as to (i) the Buyer shall deliver incumbency of officers of Pubco executing this Agreement and all exhibits and schedules hereto and all other documents, instruments and writings required pursuant to this Agreement (the Seller copies “Transaction Documents”), (ii) a copy of the Articles of Incorporation and By-Laws of Pubco, as in effect on and as of the Closing Date, and (iii) a copy of the resolutions of the Board of Directors of the Buyer certified by the Secretary of the Buyer, Pubco authorizing the and approving Pubco’s execution, delivery and performance of this Agreement the Transaction Documents, all matters in connection with the Transaction Documents, and the transactions contemplated herebythereby; (x) an opinion from BK Consulting & Associates, P.C., counsel to Pubco, with respect to the matters set forth in Exhibit A attached hereto, addressed to Soul and the Shareholder and dated as of the Closing Date; (xi) all corporate records, board minutes and resolutions, tax and financial records, agreements, seals and any other information or documents reasonably requested by Soul’s representatives with respect to Pubco; and (gxii) such other documents as Soul and/or the Seller shall deliver to Shareholder may reasonably request in connection with the Buyer documents evidencing the termination of the agreements and delivery of documents described in Section 3.2(h) and (i)transactions contemplated hereby.