Common use of Closing Deliveries Clause in Contracts

Closing Deliveries. (a) At the Closing, the ACE Selling Parties shall deliver to Buyer: (i) the certificates, if any, representing the ACE Lo Equity Interests, either duly endorsed for transfer to Buyer or accompanied by appropriate duly executed limited liability interest powers or, if the ACE Lo Equity Interests are not certificated, one or more instruments of assignment in a form approved by Buyer conveying such ACE Lo Equity Interests to Buyer; (ii) the resignations or evidence of their removal from office of the persons named on Schedule III(a) as directors, officers and managers, as applicable, of ACE Lo and Brighton Park Maintenance Corp., effective as of the Closing Date, together with any required amendments to the organizational documents of ACE Lo and Brighton Park Maintenance Corp. and filings with Governmental Entities; (iii) the certificates required by Section 10.2(a) and Section 10.2(b) hereof; (iv) affidavits executed by ACE Hi and any of its required Affiliates that satisfy the requirements of Section 1445 of the Code; and (v) owners’ affidavits and indemnities in the forms attached to the preliminary certification and report on title for each parcel of the ACE Real Properties set forth on Exhibit H-1 attached hereto (the “ACE Real Property Preliminary Certifications and Reports”). (b) At the Closing, AREH shall deliver to Buyer: (i) the certificates, if any, representing the AREH Subs Equity Interests, either duly endorsed for transfer to Buyer or accompanied by appropriate duly executed limited liability interest powers or, if the AREH Subs Equity Interests are not certificated, one or more instruments of assignment in a form approved by Buyer conveying such AREH Subs Equity Interests to Buyer; (ii) the resignations of the persons named on Schedule III(b) as directors, officers and managers, as applicable, of the Companies effective as of the Closing Date, together with any required amendments to the organizational documents of the Companies and filings with Governmental Entities; (iii) the certificates required by Section 10.2(a) and Section 10.2(b) hereof; (iv) affidavits executed by AREH and any of its required Affiliates that satisfy the requirements of Section 1445 of the Code; and (v) owner’s affidavits and indemnities in the forms attached to the preliminary certifications and reports on title for each parcel of the Adjacent Real Properties set forth on Exhibit H-2 attached hereto (the “Adjacent Real Property Preliminary Certifications and Reports” and, together with the ACE Real Property Preliminary Certifications and Reports, the “Preliminary Certifications and Reports”). (c) At the Closing, Buyer shall deliver: (i) to ACE Hi, immediately available funds by wire transfer to an account designated by ACE Hi (which account shall be designated in writing to Buyer at least two (2) business days prior to the Closing Date) in an amount equal to the ACE Closing Payment; (ii) to AREH, immediately available funds by wire transfer to an account designated by AREH (which account shall be designated in writing to Buyer at least two (2) business days prior to the Closing Date) in an amount equal to the AREH Closing Payment; and (iii) to each Seller, the certificates required by Section 10.3(a) and Section 10.3(b) hereof.

Closing Deliveries. (a) At the or prior to each Closing, the ACE Selling Parties shall deliver to Buyer: (i) the certificates, if any, representing the ACE Lo Equity Interests, either duly endorsed for transfer to Buyer or accompanied by appropriate duly executed limited liability interest powers or, if the ACE Lo Equity Interests are not certificated, one or more instruments of assignment in a form approved by Buyer conveying such ACE Lo Equity Interests to Buyer; (ii) the resignations or evidence of their removal from office of the persons named on Schedule III(a) as directors, officers and managers, as applicable, of ACE Lo and Brighton Park Maintenance Corp., effective as of the Closing Date, together with any required amendments to the organizational documents of ACE Lo and Brighton Park Maintenance Corp. and filings with Governmental Entities; (iii) the certificates required by Section 10.2(a) and Section 10.2(b) hereof; (iv) affidavits executed by ACE Hi and any of its required Affiliates that satisfy the requirements of Section 1445 of the Code; and (v) owners’ affidavits and indemnities in the forms attached to the preliminary certification and report on title for each parcel of the ACE Real Properties set forth on Exhibit H-1 attached hereto (the “ACE Real Property Preliminary Certifications and Reports”). (b) At the Closing, AREH shall deliver to Buyer: (i) the certificates, if any, representing the AREH Subs Equity Interests, either duly endorsed for transfer to Buyer or accompanied by appropriate duly executed limited liability interest powers or, if the AREH Subs Equity Interests are not certificated, one or more instruments of assignment in a form approved by Buyer conveying such AREH Subs Equity Interests to Buyer; (ii) the resignations of the persons named on Schedule III(b) as directors, officers and managers, as applicable, of the Companies effective as of the Closing Date, together with any required amendments to the organizational documents of the Companies and filings with Governmental Entities; (iii) the certificates required by Section 10.2(a) and Section 10.2(b) hereof; (iv) affidavits executed by AREH and any of its required Affiliates that satisfy the requirements of Section 1445 of the Code; and (v) owner’s affidavits and indemnities in the forms attached to the preliminary certifications and reports on title for each parcel of the Adjacent Real Properties set forth on Exhibit H-2 attached hereto (the “Adjacent Real Property Preliminary Certifications and Reports” and, together with the ACE Real Property Preliminary Certifications and Reports, the “Preliminary Certifications and Reports”). (c) At the Closing, Buyer shall deliver: (i) to ACE Hithe extent that PICO’s PICO Membership Interests are certificated, immediately available funds PICO shall deliver to UCP one or more certificates representing the number of PICO Membership Interests specified in the applicable Exchange Request (or an affidavit of loss in lieu thereof in customary form, but without any requirement to post a bond or furnish any other security), accompanied by wire security transfer to an account designated by ACE Hi (which account shall be designated powers, in writing to Buyer at least two (2) business days prior form reasonably satisfactory to the Closing Date) corporate secretary of UCP (the “Secretary ”), duly executed in an amount equal blank by PICO or PICO’s duly authorized attorney, to be exchanged for Class A Shares based on the ACE Closing PaymentExchange Rate in effect at the applicable Closing; (ii) PICO shall represent in writing, and at UCP’s reasonable request deliver confirmatory evidence reasonably satisfactory to AREHUCP, immediately available funds that no Liens exist on the PICO Membership Interests delivered pursuant to Sections 2.1(d)(i) (other than transfer restrictions imposed by wire transfer or under applicable securities laws, the LLC Agreement or this Agreement), or that such Liens have been released; (iii) if PICO delivers to an account designated by AREH UCP, pursuant to Section 2.1(d)(i), a certificate representing a number of PICO Membership Interests that is greater than the number of PICO Membership Interests specified in the applicable Exchange Request, UCP will deliver (which account shall be designated in writing or cause the Company to Buyer at least two (2deliver) business days prior to PICO certificates representing the Closing Date) in an amount equal to the AREH Closing Paymentexcess PICO Membership Interests; and (iiiiv) UCP shall deliver or cause to each Sellerbe delivered to PICO, for credit to the account or at the address specified by PICO in the Exchange Request, the certificates required by Section 10.3(a) number of Class A Shares that PICO is entitled to receive for PICO Membership Interests in the Exchange. If no account or address is specified in the Exchange Request, the Class A Shares shall be delivered to PICO at the then-acting registrar and Section 10.3(b) hereoftransfer agent of the Class A Shares or, if there is no then-acting registrar and transfer agent of the Class A Shares, at the principal executive offices of UCP.

Closing Deliveries. At Closing, the Parties shall make the following deliveries: (a) At SolarMax shall make the Closing, following deliveries to the ACE Selling Parties shall deliver to BuyerJZH Holders: (i) the certificates, if any, certificates representing the ACE Lo Equity Interests, either duly endorsed for transfer to Buyer or accompanied by appropriate duly executed limited liability interest powers or, if the ACE Lo Equity Interests are not certificated, one or more instruments of assignment in a form approved by Buyer conveying such ACE Lo Equity Interests to BuyerSolarMax Shares; (ii) the resignations or evidence 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 good standing of SolarMax. (b) 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 BVI Shares to SolarMax; (ii) the Pledge Agreement, executed by the BVI Holders; (iii) a copy of the register of members of BVI HoldCo dated as of the Closing Date and 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 SolarMax; (iv) a copy of the register of directors of BVI HoldCo dated as of the Closing Date and certified by BVI HoldCo’s registered office provider in the British Virgin Islands, which reflects the resignation of all previous directors of BVI HoldCo and the composition of the 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 approve this Agreement and the transactions contemplated by 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 removal from office ownership of the persons named on Schedule III(aCompany 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 directorsSolarMax or its counsel may request; (vi) the written legal opinion of the PRC counsel for the Company, officers addressed to SolarMax and managers, as applicable, of ACE Lo and Brighton Park Maintenance Corp., effective dated as of the Closing Date, together with any required amendments to in the organizational documents of ACE Lo and Brighton Park Maintenance Corp. and filings with Governmental Entitiesform set forth in Exhibit B-1; (iiivii) the certificates required by Section 10.2(a) and Section 10.2(b) hereof; (iv) affidavits executed by ACE Hi and any of its required Affiliates that satisfy the requirements of Section 1445 written legal opinion of the Code; and (v) owners’ affidavits BVI counsel for BVI HoldCo, addressed to SolarMax and indemnities in the forms attached to the preliminary certification and report on title for each parcel of the ACE Real Properties set forth on Exhibit H-1 attached hereto (the “ACE Real Property Preliminary Certifications and Reports”). (b) At the Closing, AREH shall deliver to Buyer: (i) the certificates, if any, representing the AREH Subs Equity Interests, either duly endorsed for transfer to Buyer or accompanied by appropriate duly executed limited liability interest powers or, if the AREH Subs Equity Interests are not certificated, one or more instruments of assignment in a form approved by Buyer conveying such AREH Subs Equity Interests to Buyer; (ii) the resignations of the persons named on Schedule III(b) as directors, officers and managers, as applicable, of the Companies effective dated as of the Closing Date, together with any required amendments to in the organizational documents of the Companies and filings with Governmental Entitiesform set forth in Exhibit B-2; (iiiviii) stock powers executed in blank transferring the certificates required by Section 10.2(a) and Section 10.2(b) hereofSolarMax Shares to SolarMax as provided in the Pledge Agreement; (ivix) affidavits executed by AREH the complete set of company stamps (including common stamp, stamps for contractual purpose, financial stamps, legal representative stamps) and any business licenses of its required Affiliates that satisfy the requirements of Section 1445 of the Codeeach Group Company; and (vx) owner’s affidavits and indemnities in the forms attached to the preliminary certifications and reports on title for each parcel written resolutions of the Adjacent Real Properties set forth on Exhibit H-2 attached hereto (members of BVI HoldCo approving the “Adjacent Real Property Preliminary Certifications Transaction and Reports” and, together with waiving any rights under the ACE Real Property Preliminary Certifications and Reports, BVI Articles for which waiver is required in order to consummate the “Preliminary Certifications and Reports”)Transaction. (c) At the Closing, Buyer shall deliver: (i) to ACE Hi, immediately available funds by wire transfer to an account designated by ACE Hi (which account shall be designated in writing to Buyer at least two (2) business days prior to the Closing Date) in an amount equal to the ACE Closing Payment; (ii) to AREH, immediately available funds by wire transfer to an account designated by AREH (which account shall be designated in writing to Buyer at least two (2) business days prior to the Closing Date) in an amount equal to the AREH Closing Payment; and (iii) to each Seller, the certificates required by Section 10.3(a) and Section 10.3(b) hereof.

Closing Deliveries. (a) At the Closing, each party shall make, execute, acknowledge and deliver the ACE Selling Parties 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 deliver to Buyerinclude, without limitation, the following: (ia) a Contribution and Assumption Agreement substantially in the certificatesform attached hereto as Exhibit C; (b) for the 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 Consideration; (c) an affidavit from the 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 Code and a comparable affidavit satisfying Massachusetts’ and any other state’s withholding requirements, if any, representing the ACE Lo Equity Interests, either duly endorsed for transfer to Buyer or accompanied by appropriate duly executed limited liability interest powers or, if the ACE Lo Equity Interests are not certificated, one or more instruments of assignment in a form approved by Buyer conveying such ACE Lo Equity Interests to Buyer; (iid) 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 indicia of ownership with respect to Holdings and each Participating Entity that are in the resignations Contributor’s possession or evidence that can be obtained through reasonable efforts in the Contributor’s capacity as indirect owner of their removal any Participating Entity shall be delivered or made available to the Company; (e) a certificate from office of the persons named on Schedule III(a) as directors, officers Contributor affirming that the representations and managers, as applicable, of ACE Lo warranties made by the Contributor pursuant to this Agreement remain true and Brighton Park Maintenance Corp., effective correct in all material respects as of the 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 all organizational documents for the Contributor, together with certified copies of all appropriate limited liability company actions authorizing the execution, delivery and performance by the Contributor of this Agreement, any required amendments to related documents and the organizational documents of ACE Lo and Brighton Park Maintenance Corp. and filings with Governmental EntitiesClosing Documents; (iiik) evidence reasonably satisfactory to the certificates Company that the lender of 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 Section 10.2(a) and Section 10.2(b) hereofany loan document, deed of trust, mortgage or other evidence of indebtedness related to any Property; (ivl) affidavits executed any other documents reasonably requested by ACE Hi the Company or the Operating Partnership to assign, transfer, convey, contribute and any deliver the Holdings Interests, free and clear of its required Affiliates that satisfy all Encumbrances, and effectuate the requirements of Section 1445 of the Codetransactions contemplated hereby; and (vm) owners’ affidavits all state and indemnities local transfer tax returns and any filings to be made in any applicable governmental jurisdiction in which the forms attached Company or the Operating Partnership reasonably believes that it is required to file its organizational documentation or in which the preliminary certification and report on title for each parcel recording of the ACE Real Properties set forth on Exhibit H-1 attached hereto (the “ACE Real Property Preliminary Certifications Contribution and Reports”)Assumption Agreement is required. (b) At the Closing, AREH shall deliver to Buyer: (i) the certificates, if any, representing the AREH Subs Equity Interests, either duly endorsed for transfer to Buyer or accompanied by appropriate duly executed limited liability interest powers or, if the AREH Subs Equity Interests are not certificated, one or more instruments of assignment in a form approved by Buyer conveying such AREH Subs Equity Interests to Buyer; (ii) the resignations of the persons named on Schedule III(b) as directors, officers and managers, as applicable, of the Companies effective as of the Closing Date, together with any required amendments to the organizational documents of the Companies and filings with Governmental Entities; (iii) the certificates required by Section 10.2(a) and Section 10.2(b) hereof; (iv) affidavits executed by AREH and any of its required Affiliates that satisfy the requirements of Section 1445 of the Code; and (v) owner’s affidavits and indemnities in the forms attached to the preliminary certifications and reports on title for each parcel of the Adjacent Real Properties set forth on Exhibit H-2 attached hereto (the “Adjacent Real Property Preliminary Certifications and Reports” and, together with the ACE Real Property Preliminary Certifications and Reports, the “Preliminary Certifications and Reports”). (c) At the Closing, Buyer shall deliver: (i) to ACE Hi, immediately available funds by wire transfer to an account designated by ACE Hi (which account shall be designated in writing to Buyer at least two (2) business days prior to the Closing Date) in an amount equal to the ACE Closing Payment; (ii) to AREH, immediately available funds by wire transfer to an account designated by AREH (which account shall be designated in writing to Buyer at least two (2) business days prior to the Closing Date) in an amount equal to the AREH Closing Payment; and (iii) to each Seller, the certificates required by Section 10.3(a) and Section 10.3(b) hereof.

Closing Deliveries. (a) At the Closing, Ableauctions and/or the ACE Selling Parties Ableauctions Shareholders shall deliver have delivered or caused to Buyerbe delivered to Top Favour and the Top Favour Shareholders the following: (i) the certificates, if any, representing the ACE Lo Equity Interests, either duly endorsed for transfer to Buyer or accompanied by appropriate this Agreement duly executed limited liability interest powers or, if by Ableauctions and the ACE Lo Equity Interests are not certificated, one or more instruments of assignment in a form approved by Buyer conveying such ACE Lo Equity Interests to BuyerAbleauctions Shareholders; (ii) the resignations or evidence letter of their removal resignation from office Ableauctions’ current sole officer, with his resignation as to all of the persons named on Schedule III(aoffices he currently holds with Ableauctions to be effective upon Closing and confirming that he has no claim against Ableauctions in respect of any outstanding remuneration or fees of whatever nature to be effective upon closing; (iii) as letter of resignation of Ableauctions’ current directors, officers and managerswith the resignation of such directors to take effect immediately, other than ▇▇▇▇▇ ▇▇▇▇▇, whose resignation shall be effective on the expiration of the 10 calendar day period following the date of the mailing of the Schedule 14f-1 to the shareholders of Ableauctions; (iv) resolutions duly adopted by the Board of Directors of Ableauctions approving the following events or actions, as applicable: a. the execution, delivery and performance of ACE Lo this Agreement; b. the Acquisition and Brighton Park Maintenance Corp.the terms thereof; c. adoption of bylaws in the form agreed by the parties; d. fixing the number of authorized directors on the board of directors at 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; (vi) 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, together with any required amendments certifying as to the organizational documents of ACE Lo and Brighton Park Maintenance Corp. and filings with Governmental Entities; (iii) the certificates required by Section 10.2(a) and Section 10.2(b) hereof; (iv) affidavits executed by ACE Hi and any of its required Affiliates that satisfy the requirements of Section 1445 of the Code; and (v) owners’ affidavits and indemnities in the forms attached to the preliminary certification and report on title for each parcel of the ACE Real Properties set forth on Exhibit H-1 attached hereto (the “ACE Real Property Preliminary Certifications and Reports”). (b) At the Closing, AREH shall deliver to Buyer: (i) the certificatesincumbency of officers of Ableauctions executing this Agreement and all exhibits and schedules hereto and all other documents, if anyinstruments and writings required pursuant to this Agreement (the “Transaction Documents”), representing the AREH Subs Equity Interests, either duly endorsed for transfer to Buyer or accompanied by appropriate duly executed limited liability interest powers or, if the AREH Subs Equity Interests are not certificated, one or more instruments of assignment in a form approved by Buyer conveying such AREH Subs Equity Interests to Buyer; (ii) the resignations a copy of the persons named on Schedule III(b) as directors, officers Certificate of Incorporation and managersBy-Laws of Ableauctions, as applicable, of the Companies effective in effect on and as of the Closing Date, together with any required amendments to the organizational documents and (iii) a copy of the Companies resolutions of the Board of Directors of Ableauctions authorizing and filings approving Ableauctions’ execution, delivery and performance of the Transaction Documents, all matters in connection with Governmental Entitiesthe Transaction Documents, and the transactions contemplated thereby; (iiiviii) the certificates required by Section 10.2(a) all corporate records, board minutes and Section 10.2(b) hereof; (iv) affidavits executed by AREH resolutions, tax and financial records, agreements, seals and any of its required Affiliates that satisfy the requirements of Section 1445 of the Codeother information or documents reasonably requested by Top Favour’s representatives with respect to Ableauctions; and (vix) owner’s affidavits and indemnities such other documents as Top Favour and/or the Top Favour Shareholders may reasonably request in the forms attached to the preliminary certifications and reports on title for each parcel of the Adjacent Real Properties set forth on Exhibit H-2 attached hereto (the “Adjacent Real Property Preliminary Certifications and Reports” and, together connection with the ACE Real Property Preliminary Certifications and Reports, the “Preliminary Certifications and Reports”)transactions contemplated hereby. (c) At the Closing, Buyer shall deliver: (i) to ACE Hi, immediately available funds by wire transfer to an account designated by ACE Hi (which account shall be designated in writing to Buyer at least two (2) business days prior to the Closing Date) in an amount equal to the ACE Closing Payment; (ii) to AREH, immediately available funds by wire transfer to an account designated by AREH (which account shall be designated in writing to Buyer at least two (2) business days prior to the Closing Date) in an amount equal to the AREH Closing Payment; and (iii) to each Seller, the certificates required by Section 10.3(a) and Section 10.3(b) hereof.

Closing Deliveries. (a) At Administrative Agent shall have received each of the Closingfollowing documents, instruments and agreements, each of which shall be in form and substance and executed in such counterparts as shall be acceptable to Administrative Agent and each Bank and each of which shall, unless otherwise indicated, be dated the ACE Selling Parties shall deliver to BuyerClosing Date: (i) a Note payable to the certificatesorder of each Bank, if anyeach in the amount of such Bank's Commitment, representing the ACE Lo Equity Interests, either duly endorsed for transfer to Buyer or accompanied by appropriate duly executed limited liability interest powers or, if the ACE Lo Equity Interests are not certificated, one or more instruments of assignment in a form approved by Buyer conveying such ACE Lo Equity Interests to BuyerBorrower; (ii) Mortgages duly executed and delivered by Borrower creating first and prior Liens on all Mineral Interests owned by Borrower, including, without limitation, the resignations Apache Properties; (iii) a Security Agreement duly executed and delivered by Borrower; (iv) 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 Liens created by the Mortgages and the Security Agreement referenced in clauses (ii) and (iii) above, each of their removal from office which shall be executed and delivered by Borrower and filed of record in such jurisdictions as Administrative Agent shall require in its sole discretion; (v) Facility Guarantees duly executed and delivered by Venus and EXCO; (vi) the Subordination Agreement duly executed and delivered by EXCO and acknowledged by Venus; (vii) a copy of the persons named on Schedule III(aArticles of Incorporation and all amendments thereto of EXCO and Venus accompanied by a certificate that such copy is true, correct and complete, and dated within ten (10) as directors, officers and managers, as applicable, of ACE Lo and Brighton Park Maintenance Corp., effective as days of the Closing Date, together with any required amendments to issued by the organizational documents appropriate Governmental Authority of ACE Lo the jurisdiction of incorporation or organization of each of EXCO and Brighton Park Maintenance Corp. Venus, and filings with Governmental Entitiesaccompanied by a certificate of the Secretary or comparable Authorized Officer of each of EXCO and Venus that such copy is true, correct and complete on the Closing Date; (iiiviii) a copy of the certificates required Bylaws and all amendments thereto of each of EXCO and Venus accompanied by Section 10.2(a) a certificate of the Secretary or comparable Authorized Officer of EXCO and Section 10.2(b) Venus that such copy is true, correct and complete as of the date hereof; (ivix) affidavits executed by ACE Hi and any of its required Affiliates that satisfy the requirements of Section 1445 a copy of the Code; and (v) owners’ affidavits Certificate of Organization and indemnities in the forms attached to the preliminary certification and report on title for each parcel all amendments thereto of the ACE Real Properties set forth on Exhibit H-1 attached hereto (the “ACE Real Property Preliminary Certifications and Reports”). (b) At the Closing, AREH shall deliver to Buyer: (i) the certificates, if any, representing the AREH Subs Equity Interests, either duly endorsed for transfer to Buyer or Borrower accompanied by appropriate duly executed limited liability interest powers ora certificate that such copy is true, if the AREH Subs Equity Interests are not certificated, one or more instruments of assignment in a form approved by Buyer conveying such AREH Subs Equity Interests to Buyer; correct and complete and dated within ten (ii10) the resignations of the persons named on Schedule III(b) as directors, officers and managers, as applicable, of the Companies effective as days of the Closing Date, together with any required amendments to issued by the organizational documents appropriate Governmental Authority of the Companies jurisdiction of incorporation or organization of Borrower, and filings with Governmental Entitiesaccompanied by a certificate of the Secretary or comparable Authorized Officer of Borrower that such copy is true, correct and complete on the Closing Date; (iiix) a copy of the Limited Liability Company Agreement for Borrower together with a certificate from an Authorized Officer of Borrower stating that such copy is a true and correct copy of the Limited Liability Company Agreement for Borrower and that such Limited Liability Company Agreement has not been amended or modified in any respect and is in full force and effect on the Closing Date; (xi) certain certificates and other documents issued by the appropriate Governmental Authorities of such jurisdictions as Administrative Agent has requested relating to the existence of each of EXCO, Venus and Borrower and to the effect that of each of EXCO, Venus and 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; (xii) a certificate of incumbency of all officers of each of EXCO, Venus and Borrower who will be authorized to execute or attest to any Loan Paper on behalf of EXCO, Venus or Borrower dated the date hereof, executed by the Secretary or comparable Authorized Officer of such Person; (xiii) copies of resolutions or comparable authorizations approving the Loan Papers and authorizing the transactions contemplated by this Agreement and the other Loan Papers, duly adopted by the Board of Directors of each of EXCO and Venus and the Management Committee of Borrower; accompanied by certificates of the Secretary or comparable Authorized Officer of each of EXCO, Venus and 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 Section 10.2(asuch Law, by the Bylaws of EXCO or Venus and the Limited Liability Company Agreement of Borrower) by the unanimous written consent of the Board of Directors of each of EXCO and Section 10.2(b) Venus and the Management Committee of Borrower; and that such resolutions constitute all the 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 date hereof; (ivxiv) affidavits executed by AREH an opinion of Hayn▇▇ & ▇oon▇, ▇.L.P., counsel for Borrower, EXCO and any Venus, dated the date hereof, favorably opining as to the enforceability of its required Affiliates that satisfy the requirements of Section 1445 each of the Code; andLoan Papers and otherwise in form and substance satisfactory to Administrative Agent and Banks; (vxv) owner’s affidavits and indemnities an opinion of Clif▇▇ ▇▇▇▇▇▇▇, ▇▇ecial counsel for Administrative Agent, favorably opining as to the enforceability of the Mortgages in the forms attached State of Louisiana and otherwise in form and substance satisfactory to the preliminary certifications Administrative Agent and reports on title for each parcel of the Adjacent Real Properties set forth on Exhibit H-2 attached hereto (the “Adjacent Real Property Preliminary Certifications and Reports” and, together with the ACE Real Property Preliminary Certifications and Reports, the “Preliminary Certifications and Reports”).Banks; (cxvi) At the Closingsuch UCC-11 search reports as Administrative Agent shall require, Buyer shall deliver: prepared as of a date not more than twenty (i20) to ACE Hi, immediately available funds by wire transfer to an account designated by ACE Hi (which account shall be designated in writing to Buyer at least two (2) business days prior to the Closing Date) , conducted in an amount equal to the ACE Closing Paymentsuch jurisdictions and reflecting such names as Administrative Agent shall request; (iixvii) a certificate signed by an Authorized Officer of Borrower stating that (A) the representations and warranties contained in this Agreement and the other Loan Papers are true and correct in all material respects, (B) no Default or Event of Default has occurred and is continuing, and (C) all conditions set forth in this Section 7.1 and Section 7.2 have been satisfied; (xviii) a Certificate of Ownership Interests signed by an Authorized Officer of Borrower in the form of Exhibit I attached hereto; (xix) a report or reports in form, scope and detail acceptable to AREHAdministrative Agent from environmental engineering firms acceptable to Administrative Agent setting forth the results of a current phase I environmental review of the Mineral Interests, immediately available funds by wire transfer 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 an account designated by AREH (which account shall be designated result in writing a material liability to Buyer at least two (2) business days prior to the Closing Date) in an amount equal to the AREH Closing PaymentBorrower or any of its Subsidiaries; and (iiixx) to each Sellercertificates from Borrower's insurance broker setting forth the insurance maintained by Borrower, stating that such insurance is in full force and effect, that all premiums due have been paid and stating that such insurance is adequate and complies with the certificates required by requirements of Section 10.3(a) and Section 10.3(b) hereof9.6.

Closing Deliveries. (a) At Lender shall have received each of the Closingfollowing documents, instruments and agreements, each of which shall be in form and substance and executed in such counterparts as shall be acceptable to Lender and each of which shall, unless otherwise indicated, be dated the ACE Selling Parties shall deliver to BuyerEffective Date: (i) an Amended and Restated Promissory Note payable to the certificatesorder of Lender in the amount of the Commitment (as increased pursuant to this Agreement), if anysubstantially in the form of Exhibit A attached hereto (the “Amended Note”), representing the ACE Lo Equity Interests, either duly endorsed for transfer to Buyer or accompanied by appropriate duly executed limited liability interest powers or, if the ACE Lo Equity Interests are not certificated, one or more instruments of assignment in a form approved by Buyer conveying such ACE Lo Equity Interests to BuyerBorrower; (ii) the resignations or evidence of their removal from office a copy of the persons named on Schedule III(a) as directorsarticles or certificate of incorporation, officers articles or certificate of organization, or comparable charter documents, and managers, as applicableall amendments thereto, of ACE Lo Borrower and Brighton Park Maintenance Corp.each Material Subsidiary, effective accompanied by a certificate of a Manager of Borrower (on behalf of Borrower as to itself and in Borrower’s capacity as the sole manager of each such Material Subsidiary) that such copy is true, correct and complete on the Closing Effective Date, together with any required amendments to the organizational documents of ACE Lo and Brighton Park Maintenance Corp. and filings with Governmental Entities; (iii) a copy of the certificates required operating agreement or comparable charter document, and all amendments thereto, of Borrower and each Material Subsidiary, accompanied by Section 10.2(aa certificate of a Manager of Borrower (on behalf of Borrower as to itself and in Borrower’s capacity as the sole manager of each such Material Subsidiary) that such copy is true, correct and Section 10.2(b) hereofcomplete on the Effective Date; (iv) affidavits certain certificates and other documents issued by the appropriate Governmental Authorities of such jurisdictions as Lender has requested relating to the existence of Borrower and each Material Subsidiary and to the effect that each such Person is in good standing with respect to the payment of franchise and similar Taxes and is duly qualified to transact business in such jurisdictions; (v) a certificate of incumbency of all Managers of Borrower who will be authorized to execute or attest to any Loan Document, dated the Effective Date, executed by ACE Hi an authorized Manager of Borrower; (vi) copies of resolutions or comparable authorizations approving this Agreement and any the other Loan Documents and authorizing the transactions contemplated by this Agreement and the other Loan Documents (including without limitation the Commitment increase contemplated by this Agreement), duly adopted by the board of its 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 Affiliates that satisfy by such Law, by the requirements operating agreement or comparable charter documents of Section 1445 Borrower) by the unanimous written consent of the Codeboard 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 (vvii) owners’ affidavits such other documents, certificates and indemnities 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 be satisfactory to Lender or its counsel in the forms attached to the preliminary certification and report on title for each parcel of the ACE Real Properties set forth on Exhibit H-1 attached hereto (the “ACE Real Property Preliminary Certifications and Reports”)all respects in its or their reasonable discretion. (b) At the Closing, AREH shall deliver to Buyer: (i) the certificates, if any, representing the AREH Subs Equity Interests, either duly endorsed for transfer to Buyer or accompanied by appropriate duly executed limited liability interest powers or, if the AREH Subs Equity Interests are not certificated, one or more instruments of assignment in a form approved by Buyer conveying such AREH Subs Equity Interests to Buyer; (ii) the resignations of the persons named on Schedule III(b) as directors, officers and managers, as applicable, of the Companies effective as of the Closing Date, together with any required amendments to the organizational documents of the Companies and filings with Governmental Entities; (iii) the certificates required by Section 10.2(a) and Section 10.2(b) hereof; (iv) affidavits executed by AREH and any of its required Affiliates that satisfy the requirements of Section 1445 of the Code; and (v) owner’s affidavits and indemnities in the forms attached to the preliminary certifications and reports on title for each parcel of the Adjacent Real Properties set forth on Exhibit H-2 attached hereto (the “Adjacent Real Property Preliminary Certifications and Reports” and, together with the ACE Real Property Preliminary Certifications and Reports, the “Preliminary Certifications and Reports”). (c) At the Closing, Buyer shall deliver: (i) to ACE Hi, immediately available funds by wire transfer to an account designated by ACE Hi (which account shall be designated in writing to Buyer at least two (2) business days prior to the Closing Date) in an amount equal to the ACE Closing Payment; (ii) to AREH, immediately available funds by wire transfer to an account designated by AREH (which account shall be designated in writing to Buyer at least two (2) business days prior to the Closing Date) in an amount equal to the AREH Closing Payment; and (iii) to each Seller, the certificates required by Section 10.3(a) and Section 10.3(b) hereof.

Closing Deliveries. (a) At or before the Closing, the ACE Selling Parties shall make the following deliveries: (a) Seller shall deliver to Buyer: Escrow Agent: (i) the certificatesDeed, if any, representing the ACE Lo Equity Interests, either duly endorsed for transfer to Buyer or accompanied by appropriate duly executed limited liability interest powers or, if the ACE Lo Equity Interests are not certificated, one or more instruments of assignment in a form approved by Buyer conveying such ACE Lo Equity Interests to Buyer; (ii) a B▇▇▇ of Sale in the resignations form attached hereto as Schedule "D" conveying Seller's right, title and interest in the property thereunder free of any liens or evidence of their removal from office encumbrances, (iii) a counterpart of the persons named on Reciprocal Easement Agreement in the form attached hereto as Schedule III(a"E", (iv) as directors, officers and managers, as applicable, a recordable termination of ACE Lo and Brighton Park Maintenance Corp., effective as any notice or memorandum of lease that may have been executed with respect to the Closing Date, Lease together with any required amendments to the organizational documents of ACE Lo and Brighton Park Maintenance Corp. and filings with Governmental Entities; (iii) the Seller resolutions or certificates as may be required by Section 10.2(a) and Section 10.2(b) hereof; (iv) affidavits executed by ACE Hi and any of its required Affiliates that satisfy the requirements of Section 1445 of Land Court to file the Codesame,; and (v) owners’ affidavits a check or wire for the applicable MA real estate transfer tax (transfer stamps) and indemnities other closing costs payable by Seller hereunder, (vi) a release or satisfaction of any mortgage, security interest, or other encumbrance on the Premises securing an obligation of Seller other than matters permitted pursuant to Section 2 hereof, (vii) an affidavit, which includes Seller's taxpayer identification number, certifying as to whether Seller is a foreign entity subject to withholding taxes pursuant to IRC Section 1445, (viii) assignments of any permits, licenses or approvals affecting the Premises or the Project which are in Seller's name and are transferable (ix) such documents and instruments customary in commercial real estate transactions as shall be reasonably required by Buyer or its title company or Escrow Agent to effect the forms attached purposes of this Agreement, including without limitation (A) an affidavit enabling Buyer to obtain title insurance on the preliminary certification Premises without the standard exceptions for mechanic's liens and report on title for each parcel parties in possession (which affidavit may be qualified in light of Buyer's possession of the ACE Real Properties set forth on Exhibit H-1 attached hereto Premises), and (B) such good standing certificates, consents, or resolutions as may be required by the “ACE Real Property Preliminary Certifications title company or the Land Court to record the Deed and Reports”)the Reciprocal Easement Agreement, and (x) a check or wire covering the Security Deposit. (b) At Buyer shall deliver to Escrow Agent: (i) any unpaid Rent which has accrued under the Lease through the Closing, AREH shall deliver to Buyer: (i) the certificates, if any, representing the AREH Subs Equity Interests, either duly endorsed for transfer to Buyer or accompanied by appropriate duly executed limited liability interest powers or, if the AREH Subs Equity Interests are not certificated, one or more instruments of assignment in a form approved by Buyer conveying such AREH Subs Equity Interests to Buyer; (ii) the resignations of the persons named on Schedule III(b) as directors, officers and managers, as applicable, of the Companies effective as of the Closing Date, together with any required amendments to the organizational documents of the Companies and filings with Governmental Entities; Note; (iii) the Subordinated Mortgage in the form attached hereto as Schedule "F", (iv) a counterpart of the Reciprocal Easement Agreement, (v) a counterpart recordable termination of any notice or memorandum of lease that may have been executed with respect to the Lease together with any Buyer resolutions or certificates as may be required by the Land Court to file the same, (vi) any customary buyer affidavits or certificates required by Section 10.2(athe title insurer insuring the Premises for the Buyer, as well as such other instruments or documents as are reasonably required to effect the purposes of this Agreement, including without limitation such good standing certificates, consents, or resolutions as may be required by the title company or the Land Court to record the Subordinated Mortgage and the Reciprocal Easement Agreement, (vii) current evidence of Buyer's formation and Section 10.2(b) hereof; (iv) affidavits executed by AREH and any of its required Affiliates that satisfy the requirements of Section 1445 of the Code; and (v) owner’s affidavits and indemnities good standing in the forms attached State of Delaware and its qualification to do business in Massachusetts, and (viii) a check or wire for any closing costs payable by Buyer hereunder. Seller's right to payment under the preliminary certifications and reports on title for each parcel of the Adjacent Real Properties set forth on Exhibit H-2 attached hereto (the “Adjacent Real Property Preliminary Certifications and Reports” and, together Note shall be pari passu with the ACE Real Property Preliminary Certifications rights of any holders of equity or membership interests in Buyer and ReportsBuyer shall not grant any rights to distribution which are inconsistent with the foregoing. The Subordinated Mortgage shall be granted by Buyer to Seller subject only to matters of record affecting the Premises at the t▇▇▇ ▇▇▇▇▇▇ conveyed the same to Buyer (excluding mechanic's liens or other encumbrances created by Buyer), and the “Preliminary Certifications and Reports”)lien of any Paramount Mortgage or Paramount Lien, each as defined in the Mortgage. (c) At Buyer and Seller may agree, as part of the Closingsettlement instructions to Escrow Agent, Buyer shall deliver: (i) to ACE Hi, immediately available funds by wire transfer to an account designated by ACE Hi (which account shall be designated in writing to Buyer at least two (2) business days prior to offset and adjust their respective payment obligations of Rent and the Closing Date) in an amount equal to the ACE Closing Payment; (ii) to AREH, immediately available funds by wire transfer to an account designated by AREH (which account shall be designated in writing to Buyer at least two (2) business days prior to the Closing Date) in an amount equal to the AREH Closing Payment; and (iii) to each Seller, the certificates required by Section 10.3(a) and Section 10.3(b) hereofSecurity Deposit.

Closing Deliveries. At the Closing: (a) At the Closing, the ACE Selling Parties The Operating LLC shall deliver to Buyer:▇▇. ▇▇▇▇▇ written evidence that the ▇▇▇▇▇ LLC Units have been issued by the Operating LLC to ▇▇. ▇▇▇▇▇ and registered on the books and records of the Operating LLC, free and clear of any Encumbrances; (ib) The Operating LLC shall deliver to the certificatesDGC Trust written evidence that the Trust LLC Units have been issued by the Operating LLC to the DGC Trust and registered on the books and records of the Operating LLC, if anyfree and clear of any Encumbrances; (c) Parent shall deliver to ▇▇. ▇▇▇▇▇ a stock certificate evidencing the issuance of the ▇▇▇▇▇ Series F Shares by Parent to ▇▇. ▇▇▇▇▇, representing free and clear of any Encumbrances; (d) Parent shall deliver to the ACE Lo Equity InterestsDGC Trust a stock certificate evidencing the issuance of the Trust Series F Shares by Parent to the DGC Trust, either free and clear of any Encumbrances; (e) ▇▇. ▇▇▇▇▇ shall deliver to the Operating LLC (or, at the direction of the Operating LLC, to IMXI’s stock transfer agent) all stock certificates evidencing the ▇▇▇▇▇ IMXI Shares, free and clear of any Encumbrances, duly endorsed for transfer to Buyer in blank or accompanied by appropriate stock powers or other instruments of transfer duly executed limited liability interest powers or, if the ACE Lo Equity Interests are not certificated, one or more instruments of assignment in a form approved by Buyer conveying such ACE Lo Equity Interests to Buyer; (ii) the resignations or evidence of their removal from office of the persons named on Schedule III(a) as directors, officers blank and managers, as applicable, of ACE Lo and Brighton Park Maintenance Corp., effective as of the Closing Date, together with any all required amendments to the organizational documents of ACE Lo and Brighton Park Maintenance Corp. and filings with Governmental Entities; (iii) the certificates required by Section 10.2(a) and Section 10.2(b) hereof; (iv) affidavits executed by ACE Hi and any of its required Affiliates that satisfy the requirements of Section 1445 of the Codestock transfer tax stamps affixed; and (vf) owners’ affidavits and indemnities in the forms attached to the preliminary certification and report on title for each parcel of the ACE Real Properties set forth on Exhibit H-1 attached hereto (the “ACE Real Property Preliminary Certifications and Reports”). (b) At the Closing, AREH The DGC Trust shall deliver to Buyer: the Operating LLC (ior, at the direction of the Operating LLC, to IMXI’s stock transfer agent) all stock certificates evidencing the certificatesTrust IMXI Shares, if anyfree and clear of any Encumbrances, representing the AREH Subs Equity Interests, either duly endorsed for transfer to Buyer in blank or accompanied by appropriate stock powers or other instruments of transfer duly executed limited liability interest powers or, if the AREH Subs Equity Interests are not certificated, one or more instruments of assignment in a form approved by Buyer conveying such AREH Subs Equity Interests to Buyer; (ii) the resignations of the persons named on Schedule III(b) as directors, officers blank and managers, as applicable, of the Companies effective as of the Closing Date, together with any all required amendments to the organizational documents of the Companies and filings with Governmental Entities; (iii) the certificates required by Section 10.2(a) and Section 10.2(b) hereof; (iv) affidavits executed by AREH and any of its required Affiliates that satisfy the requirements of Section 1445 of the Code; and (v) owner’s affidavits and indemnities in the forms attached to the preliminary certifications and reports on title for each parcel of the Adjacent Real Properties set forth on Exhibit H-2 attached hereto (the “Adjacent Real Property Preliminary Certifications and Reports” and, together with the ACE Real Property Preliminary Certifications and Reports, the “Preliminary Certifications and Reports”)stock transfer tax stamps affixed. (c) At the Closing, Buyer shall deliver: (i) to ACE Hi, immediately available funds by wire transfer to an account designated by ACE Hi (which account shall be designated in writing to Buyer at least two (2) business days prior to the Closing Date) in an amount equal to the ACE Closing Payment; (ii) to AREH, immediately available funds by wire transfer to an account designated by AREH (which account shall be designated in writing to Buyer at least two (2) business days prior to the Closing Date) in an amount equal to the AREH Closing Payment; and (iii) to each Seller, the certificates required by Section 10.3(a) and Section 10.3(b) hereof.

Closing Deliveries. (a) At the Closing, each Party shall make, execute, acknowledge and deliver, or cause to be made, executed, acknowledged and delivered through the ACE Selling Parties 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 deliver to Buyerinclude, without limitation, the following: (ia) the certificates, if any, representing the ACE Lo Equity Interests, either duly endorsed for transfer to Buyer or accompanied by appropriate duly executed limited liability interest powers or, if the ACE Lo Equity Interests are not certificatedMeruelo Trust, one or more instruments stock certificates registered in the name of assignment in a form approved by Buyer conveying such ACE Lo Equity Interests to BuyerMeruelo Trust evidencing the issuance of the Merger Consideration; (iib) an affidavit from Meruelo Trust in the resignations 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 Code and a comparable affidavit satisfying California and any other state withholding requirements; (c) all title insurance policies, leases, lease files, contracts, stock certificates, original promissory notes held by the Meruelo Entities and other indicia of ownership with respect to S Corp that are in the Meruelo Entities’ possession or that can be obtained through reasonable efforts, and in the case of Meruelo Trust, in its capacity as a shareholder of S Corp; (d) a certificate from Meruelo Trust affirming that the representations and warranties made by Meruelo Trust pursuant to this Agreement remain true and correct as of the Closing Date and that all obligations to be performed 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 Company, certified copies of all appropriate organizational documents for each Meruelo Entity, together with certified trust or corporate actions authorizing the execution, delivery and performance by each of the Meruelo Entities of this Agreement, any related documents and the Closing Documents; (f) evidence reasonably satisfactory to the Company that the lender of 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 their removal indebtedness related to any Property; (g) an opinion letter from office 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 persons named on Schedule III(aCode; (h) as directorsany other documents reasonably requested by the Company to assign, officers transfer, convey, contribute and managersdeliver the Participating Entity Interests, as applicablefree and clear of all Encumbrances, of ACE Lo and Brighton Park Maintenance Corp.effectuate the transactions contemplated hereby, effective including, without limitation, any documents necessary to enable the Title Insurance Company to issue the Title Policies as of the Closing Date, together with any required amendments to the organizational documents of ACE Lo and Brighton Park Maintenance Corp. and filings with Governmental Entities; (iii) the certificates required by Section 10.2(a) and Section 10.2(b) hereof; (iv) affidavits executed by ACE Hi and any of its required Affiliates that satisfy the requirements of Section 1445 of the Code; and (vi) owners’ affidavits all state and indemnities local transfer tax returns and any filings to be made in any applicable governmental jurisdiction in which the forms attached Company or the Operating Partnership is required to file its organizational documentation or in which the preliminary certification and report on title for each parcel recording of the ACE Real Properties set forth on Exhibit H-1 attached hereto (the “ACE Real Property Preliminary Certifications Contribution and Reports”)Assumption Agreement is required. (b) At the Closing, AREH shall deliver to Buyer: (i) the certificates, if any, representing the AREH Subs Equity Interests, either duly endorsed for transfer to Buyer or accompanied by appropriate duly executed limited liability interest powers or, if the AREH Subs Equity Interests are not certificated, one or more instruments of assignment in a form approved by Buyer conveying such AREH Subs Equity Interests to Buyer; (ii) the resignations of the persons named on Schedule III(b) as directors, officers and managers, as applicable, of the Companies effective as of the Closing Date, together with any required amendments to the organizational documents of the Companies and filings with Governmental Entities; (iii) the certificates required by Section 10.2(a) and Section 10.2(b) hereof; (iv) affidavits executed by AREH and any of its required Affiliates that satisfy the requirements of Section 1445 of the Code; and (v) owner’s affidavits and indemnities in the forms attached to the preliminary certifications and reports on title for each parcel of the Adjacent Real Properties set forth on Exhibit H-2 attached hereto (the “Adjacent Real Property Preliminary Certifications and Reports” and, together with the ACE Real Property Preliminary Certifications and Reports, the “Preliminary Certifications and Reports”). (c) At the Closing, Buyer shall deliver: (i) to ACE Hi, immediately available funds by wire transfer to an account designated by ACE Hi (which account shall be designated in writing to Buyer at least two (2) business days prior to the Closing Date) in an amount equal to the ACE Closing Payment; (ii) to AREH, immediately available funds by wire transfer to an account designated by AREH (which account shall be designated in writing to Buyer at least two (2) business days prior to the Closing Date) in an amount equal to the AREH Closing Payment; and (iii) to each Seller, the certificates required by Section 10.3(a) and Section 10.3(b) hereof.

Closing Deliveries. (a) At the Closing, each party shall make, execute, acknowledge and deliver the ACE Selling Parties 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 deliver to Buyerinclude, without limitation, the following: (ia) a Contribution and Assumption Agreement substantially in the certificatesform attached hereto as Exhibit C; (b) for the 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 Consideration; (c) an affidavit from the 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 Code and a comparable affidavit satisfying Massachusetts’ and any other state’s withholding requirements, if any, representing the ACE Lo Equity Interests, either duly endorsed for transfer to Buyer or accompanied by appropriate duly executed limited liability interest powers or, if the ACE Lo Equity Interests are not certificated, one or more instruments of assignment in a form approved by Buyer conveying such ACE Lo Equity Interests to Buyer; (iid) 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 indicia of ownership with respect to Holdings and each Participating Entity that are in the resignations Contributor’s possession or evidence that can be obtained through reasonable efforts in the Contributor’s capacity as indirect owner of their removal any Participating Entity shall be delivered or made available to the Company; (e) a certificate from office of the persons named on Schedule III(a) as directors, officers Contributor affirming that the representations and managers, as applicable, of ACE Lo warranties made by the Contributor pursuant to this Agreement remain true and Brighton Park Maintenance Corp., effective correct in all material respects as of the Closing Date; (f) the Operating Partnership Agreement; (g) a lockup agreement in the form attached hereto as Exhibit L; (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 H; (j) A Purchase Option with respect to the Excluded Properties substantially in the form attached hereto as Exhibit J; together with reasonable evidence of authority in connection with the execution and delivery of such Purchase Option; (k) if requested by the Company, certified copies of all organizational documents for the Contributor, together with certified copies of all appropriate limited liability company actions authorizing the execution, delivery and performance by the Contributor of this Agreement, any required amendments to related documents and the organizational documents of ACE Lo and Brighton Park Maintenance Corp. and filings with Governmental EntitiesClosing Documents; (iiil) evidence reasonably satisfactory to the certificates Company that the lender of 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 Section 10.2(a) and Section 10.2(b) hereofany loan document, deed of trust, mortgage or other evidence of indebtedness related to any Property; (ivm) affidavits executed any other documents reasonably requested by ACE Hi the Company or the Operating Partnership to assign, transfer, convey, contribute and any deliver the Holdings Interests, free and clear of its required Affiliates that satisfy all Encumbrances, and effectuate the requirements of Section 1445 of the Codetransactions contemplated hereby; and (vn) owners’ affidavits all state and indemnities local transfer tax returns and any filings to be made in any applicable governmental jurisdiction in which the forms attached Company or the Operating Partnership reasonably believes that it is required to file its organizational documentation or in which the preliminary certification and report on title for each parcel recording of the ACE Real Properties set forth on Exhibit H-1 attached hereto (the “ACE Real Property Preliminary Certifications Contribution and Reports”)Assumption Agreement is required. (b) At the Closing, AREH shall deliver to Buyer: (i) the certificates, if any, representing the AREH Subs Equity Interests, either duly endorsed for transfer to Buyer or accompanied by appropriate duly executed limited liability interest powers or, if the AREH Subs Equity Interests are not certificated, one or more instruments of assignment in a form approved by Buyer conveying such AREH Subs Equity Interests to Buyer; (ii) the resignations of the persons named on Schedule III(b) as directors, officers and managers, as applicable, of the Companies effective as of the Closing Date, together with any required amendments to the organizational documents of the Companies and filings with Governmental Entities; (iii) the certificates required by Section 10.2(a) and Section 10.2(b) hereof; (iv) affidavits executed by AREH and any of its required Affiliates that satisfy the requirements of Section 1445 of the Code; and (v) owner’s affidavits and indemnities in the forms attached to the preliminary certifications and reports on title for each parcel of the Adjacent Real Properties set forth on Exhibit H-2 attached hereto (the “Adjacent Real Property Preliminary Certifications and Reports” and, together with the ACE Real Property Preliminary Certifications and Reports, the “Preliminary Certifications and Reports”). (c) At the Closing, Buyer shall deliver: (i) to ACE Hi, immediately available funds by wire transfer to an account designated by ACE Hi (which account shall be designated in writing to Buyer at least two (2) business days prior to the Closing Date) in an amount equal to the ACE Closing Payment; (ii) to AREH, immediately available funds by wire transfer to an account designated by AREH (which account shall be designated in writing to Buyer at least two (2) business days prior to the Closing Date) in an amount equal to the AREH Closing Payment; and (iii) to each Seller, the certificates required by Section 10.3(a) and Section 10.3(b) hereof.

Closing Deliveries. (a) At the Closing, subject to all the ACE Selling Parties terms and conditions of this Agreement, Seller shall deliver or cause to Buyerbe delivered to Purchaser: (i1) the certificatescertificates executed by a proper officer of Seller, if any, representing the ACE Lo Equity Interests, either duly endorsed for transfer to Buyer or accompanied by appropriate duly executed limited liability interest powers or, if the ACE Lo Equity Interests are not certificated, one or more instruments of assignment in a form approved by Buyer conveying such ACE Lo Equity Interests to Buyer; (ii) the resignations or evidence of their removal from office of the persons named on Schedule III(a) as directors, officers and managers, as applicable, of ACE Lo and Brighton Park Maintenance Corp., effective dated as of the Closing Date, together with any required amendments certifying to the organizational documents fulfillment of ACE Lo and Brighton Park Maintenance Corp. and filings with Governmental Entitiesall conditions which are the obligation of Seller hereunder; (iii2) a certified copy of the certificates required by Section 10.2(a) resolutions of Seller’s Board of Directors, approving the execution of this Agreement and Section 10.2(b) hereofthe consummation of the purchase and assumption transactions contemplated hereby; (iv3) affidavits 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 ACE Hi Purchaser of each Lease, each such instrument and any 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 its required Affiliates 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 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 satisfy the requirements of complies with Section 1445 of the CodeCode (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 (v19) owners’ affidavits and indemnities the Payment Amount in the forms attached to the preliminary certification and report on title for each parcel of the ACE Real Properties set forth on Exhibit H-1 attached hereto (the “ACE Real Property Preliminary Certifications and Reports”)accordance with Section 2.2 hereof. (b) At the Closing, AREH Purchaser shall deliver to BuyerSeller: (i1) the certificatesa certificate executed by a proper officer of Purchaser, if any, representing the AREH Subs Equity Interests, either duly endorsed for transfer to Buyer or accompanied by appropriate duly executed limited liability interest powers or, if the AREH Subs Equity Interests are not certificated, one or more instruments of assignment in a form approved by Buyer conveying such AREH Subs Equity Interests to Buyer; (ii) the resignations of the persons named on Schedule III(b) as directors, officers and managers, as applicable, of the Companies effective dated as of the Closing Date, together with any required amendments certifying to the organizational documents fulfillment of all conditions which are the Companies and filings with Governmental Entitiesobligation of Purchaser hereunder; (iii2) a certified copy of the certificates required by Section 10.2(a) resolutions of Purchaser’s Board of Directors, approving the execution of this Agreement and Section 10.2(b) hereofthe consummation of the purchase and assumption transactions contemplated hereby; (iv3) affidavits 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 AREH Purchaser of each Lease, each such instrument and any document in form and substance reasonably satisfactory to the parties hereto; (7) an executed Assignment, Transfer and Appointment of its required Affiliates that satisfy Successor Custodian for ▇▇▇ Accounts with respect to the requirements of Section 1445 transfer of the Code▇▇▇ 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 (v9) owner’s affidavits and indemnities in the forms attached to the preliminary certifications and reports on title for each parcel of the Adjacent Real Properties set forth on Exhibit H-2 attached hereto (the “Adjacent Real Property Preliminary Certifications and Reports” and, together with the ACE Real Property Preliminary Certifications and Reportsif applicable, the “Preliminary Certifications and Reports”). (c) At the Closing, Buyer shall deliver: (i) to ACE Hi, immediately available funds by wire transfer to an account designated by ACE Hi (which account shall be designated Negative Payment Amount in writing to Buyer at least two (2) business days prior to the Closing Date) in an amount equal to the ACE Closing Payment; (ii) to AREH, immediately available funds by wire transfer to an account designated by AREH (which account shall be designated in writing to Buyer at least two (2) business days prior to the Closing Date) in an amount equal to the AREH Closing Payment; and (iii) to each Seller, the certificates required by accordance with Section 10.3(a) and Section 10.3(b) 2.2 hereof.

Closing Deliveries. Seller and/or the Owners, as applicable, shall have delivered to PRGI each of the following, together with any additional items which PRGI may reasonably request to effect the transactions contemplated herein: (a) At all stock certificates (with appropriate stock powers executed in blank) evidencing ownership of all of the ClosingPurchased Shares shall be delivered to PRGI; (b) a certified copy of the corporate resolutions of the Board of Directors of Seller and the Owners authorizing the transactions contemplated herein and the execution, (c) intentionally omitted; (d) written resignations of all persons from all offices, directorships, or other management positions with Seller; (e) the ACE Selling Parties shall deliver Noncompetition and Nonsolicitation Agreements, duly executed by each Owner; (f) written Seller Consents from all parties, whose consent to Buyer:the transactions contemplated herein is required; (g) the Cash Flow Statement and statement of other Interim Period Reimbursable Liabilities; (h) a general release in the form of Exhibit 4.6(h) attached hereto, executed by each Owner on the Closing Date; (i) the certificatescorporate minute books, seals and stock transfer books of Seller and its predecessors (if any) certified by the corporate secretary of Seller (in form and substance acceptable to PRGI) as true, representing the ACE Lo Equity Interests, either duly endorsed for transfer to Buyer or accompanied by appropriate duly executed limited liability interest powers or, if the ACE Lo Equity Interests are not certificated, one or more instruments of assignment in a form approved by Buyer conveying such ACE Lo Equity Interests to Buyercorrect and complete; (iij) an opinion of counsel to Seller substantially in the form of Exhibit 4.6(j) attached hereto; (k) the resignations or evidence of their removal from office offer letter for employment of the persons named on Schedule III(aPrincipal, duly executed by the Principal; (l) as directorsthe Nonqualified Stock Option Agreement for the Principal, officers duly executed by the Principal; (m) Closing Escrow Agreement, duly executed by Seller, Owners and managersthe Representative; (n) the Lock-up Agreements, duly executed by each Owner and the Representative; (o) the Indemnity Escrow Agreement, duly executed by Owners and the Representative, as applicable, of ACE Lo nominee and Brighton Park Maintenance Corp., effective as attorney-in-fact of the Closing DateOwners, together with any required amendments to blank stock powers, duly executed by the organizational documents of ACE Lo and Brighton Park Maintenance Corp. and filings Representative with Governmental Entitiesmedallion level signature guarantee; (iiiq) if applicable, the certificates required spousal consents referred to in the RCI Agreement duly executed by Section 10.2(a) and Section 10.2(b) hereofthe spouses of the Owners, as appropriate; (ivr) affidavits if applicable, Forms UCC-3, duly executed by ACE Hi and any each secured lender of its required Affiliates that satisfy Seller releasing all liens on the requirements assets of Section 1445 of Seller; (s) a Closing Statement duly executed by the CodeOwners; and (vt) owners’ affidavits and indemnities in any other documents or agreements contemplated hereby and/or necessary or appropriate to consummate the forms attached to the preliminary certification and report on title for each parcel of the ACE Real Properties set forth on Exhibit H-1 attached hereto (the “ACE Real Property Preliminary Certifications and Reports”)transactions contemplated hereby. (b) At the Closing, AREH shall deliver to Buyer: (i) the certificates, if any, representing the AREH Subs Equity Interests, either duly endorsed for transfer to Buyer or accompanied by appropriate duly executed limited liability interest powers or, if the AREH Subs Equity Interests are not certificated, one or more instruments of assignment in a form approved by Buyer conveying such AREH Subs Equity Interests to Buyer; (ii) the resignations of the persons named on Schedule III(b) as directors, officers and managers, as applicable, of the Companies effective as of the Closing Date, together with any required amendments to the organizational documents of the Companies and filings with Governmental Entities; (iii) the certificates required by Section 10.2(a) and Section 10.2(b) hereof; (iv) affidavits executed by AREH and any of its required Affiliates that satisfy the requirements of Section 1445 of the Code; and (v) owner’s affidavits and indemnities in the forms attached to the preliminary certifications and reports on title for each parcel of the Adjacent Real Properties set forth on Exhibit H-2 attached hereto (the “Adjacent Real Property Preliminary Certifications and Reports” and, together with the ACE Real Property Preliminary Certifications and Reports, the “Preliminary Certifications and Reports”). (c) At the Closing, Buyer shall deliver: (i) to ACE Hi, immediately available funds by wire transfer to an account designated by ACE Hi (which account shall be designated in writing to Buyer at least two (2) business days prior to the Closing Date) in an amount equal to the ACE Closing Payment; (ii) to AREH, immediately available funds by wire transfer to an account designated by AREH (which account shall be designated in writing to Buyer at least two (2) business days prior to the Closing Date) in an amount equal to the AREH Closing Payment; and (iii) to each Seller, the certificates required by Section 10.3(a) and Section 10.3(b) hereof.

Closing Deliveries. (a) At the Closing, subject to the ACE Selling Parties terms and conditions set forth herein, and simultaneously with the other Parties’ deliveries hereunder: (a) Seller shall deliver to Buyer: (i) the certificatesRequired Transfer Documentation, if any, representing the ACE Lo Equity Interests, either duly endorsed for transfer to Buyer or accompanied executed by appropriate duly executed limited liability interest powers or, if the ACE Lo Equity Interests are not certificated, one or more instruments of assignment in a form approved by Buyer conveying such ACE Lo Equity Interests to BuyerSeller; (ii) all notices required to be delivered to DTC or any other holder of a global note or entity that maintains the resignations or evidence of their removal from office of book-entry registration system for the persons named on Schedule III(a) as directorsReal Estate Securities, officers and managers, as applicable, of ACE Lo and Brighton Park Maintenance Corp., effective as of the Closing Date, together with any required amendments to the organizational documents of ACE Lo and Brighton Park Maintenance Corp. and filings with Governmental Entitiesexecuted by Seller; (iii) For each Real Estate Security in physical form, the certificates required original certificate or note evidencing such Real Estate Security and/or attached or accompanying transfer powers, executed by Section 10.2(a) and Section 10.2(b) hereofSeller; (iv) affidavits certificates representing the Class P and Class IO Regular Interests of ACGS LLC and/or attached or accompanying transfer powers, executed by ACE Hi and any of its required Affiliates that satisfy the requirements of Section 1445 of the Code; andACGS LLC; (v) owners’ affidavits the REMIC Administrator Assignment and indemnities Assumption Agreement, executed by Seller; (vi) evidence that the Subordinate Participation Agreement dated March 2, 2004, relating to First Union Commercial Mortgage Securities, Inc., Series 2002-C1 has been terminated; (vii) written notice to Structured Assets Securities Corporation II pursuant to the CMBS Document required by LB-UBS 2004-C1 and LB-UBS 2005-CI, and written waiver by L▇▇▇▇▇ Brothers Inc. and UBS Securities LLC of the 10 day notice required under the side letters relating to LB-UBS 2004-C1 and LB-UBS 2005-C1; (viii) evidence that the amendment to the REMIC Agreement in the forms attached form agreed to by the Buyer and Seller providing for the certification of the Class P and Class IO Regular Interests and the Residual Interest (as such terms are defined in the REMIC Agreement) has been executed and delivered; (ix) a legal opinion from counsel to Seller that the certificates representing the Class P and Class IO Regular Interests have been validly issued and are entitled to the preliminary certification and report on title for each parcel benefits of the ACE Real Properties set forth on Exhibit H-1 attached hereto REMIC Agreement and the ACGS LLC sale and servicing agreement; (x) the “ACE Real Property Preliminary Certifications and Reports”)FIRPTA Certificate, executed by Seller; (xi) subject to Section 2.6(a) below with respect to the ACGS Consent, evidence that all other Seller Required Consents have been obtained. (b) At the Closing, AREH Buyer shall deliver to BuyerSeller: (i) the certificates, if any, representing the AREH Subs Equity Interests, either duly endorsed for Purchase Price via wire transfer to Buyer or accompanied the account(s) specified by appropriate duly executed limited liability interest powers or, if the AREH Subs Equity Interests are not certificated, one or more instruments of assignment in a form approved by Buyer conveying such AREH Subs Equity Interests to BuyerSeller; (ii) the resignations of the persons named on Schedule III(b) as directorsany Required Transfer Documentation, officers and managers, as applicable, of the Companies effective as of the Closing Date, together with any required amendments to the organizational documents of the Companies and filings with Governmental Entities; (iii) the certificates required by Section 10.2(a) and Section 10.2(b) hereof; (iv) affidavits executed by AREH and any of its required Affiliates that satisfy the requirements of Section 1445 of the Code; and (v) owner’s affidavits and indemnities in the forms attached to the preliminary certifications and reports on title for each parcel of the Adjacent Real Properties set forth on Exhibit H-2 attached hereto (the “Adjacent Real Property Preliminary Certifications and Reports” and, together with the ACE Real Property Preliminary Certifications and Reports, the “Preliminary Certifications and Reports”). (c) At the Closing, Buyer shall deliver: (i) to ACE Hi, immediately available funds by wire transfer to an account designated by ACE Hi (which account shall be designated in writing to Buyer at least two (2) business days prior to the Closing Date) in an amount equal to the ACE Closing Payment; (ii) to AREH, immediately available funds by wire transfer to an account designated by AREH (which account shall be designated in writing to Buyer at least two (2) business days prior to the Closing Date) in an amount equal to the AREH Closing PaymentBuyer; and (iii) to each SellerThe REMIC Administrator Assignment and Assumption Agreement, the certificates required executed by Section 10.3(a) and Section 10.3(b) hereofBuyer.

Closing Deliveries. (a) At the Closing, the ACE Selling Parties shall will deliver the documents and instruments that are set forth in this Section 2.6. (a) Subject to the delivery of the items set forth in Section 2.6(b), at the Closing, Purchaser or Merger Sub, as applicable, will deliver to BuyerCompany (or such other Person as indicated below) all of the following: (i) a counterpart of the certificatesStatement of Merger, if any, representing the ACE Lo Equity Interests, either duly endorsed for transfer to Buyer or accompanied executed by appropriate duly executed limited liability interest powers or, if the ACE Lo Equity Interests are not certificated, one or more instruments of assignment in a form approved by Buyer conveying such ACE Lo Equity Interests to BuyerMerger Sub; (ii) an invoice issued by each intended beneficiary of Transaction Expenses that sets forth (A) the resignations or evidence amount required to pay in full all Transaction Expenses owed to such Person on the Closing Date and (B) the wire transfer instructions for the payment of their removal from office of such Transaction Expenses to such Person; (iii) the persons named on Schedule III(a) as directors, officers and managers, as applicable, of ACE Lo and Brighton Park Maintenance Corp.written resignations, effective as of the Closing Date, together with any required amendments to of the organizational documents managers and officers of ACE Lo and Brighton Park Maintenance Corp. and filings with Governmental Entities; (iii) the certificates required Purchaser Companies agreed upon by Section 10.2(a) and Section 10.2(b) hereofthe parties; (iv) affidavits executed by ACE Hi and any of its required Affiliates that satisfy the requirements of Section 1445 evidence of the Code; andtermination as of the Closing of the agreements set forth on Section 2.6(a)(iv) of the Purchaser Disclosure Schedule; (v) owners’ affidavits certificates of good standing of Purchaser and indemnities in the forms attached to the preliminary certification and report on title for each parcel of the ACE Real Properties set forth on Exhibit H-1 attached hereto Merger Sub, issued not earlier than ten (the “ACE Real Property Preliminary Certifications and Reports”). (b10) At the Closing, AREH shall deliver to Buyer: (i) the certificates, if any, representing the AREH Subs Equity Interests, either duly endorsed for transfer to Buyer or accompanied by appropriate duly executed limited liability interest powers or, if the AREH Subs Equity Interests are not certificated, one or more instruments of assignment in a form approved by Buyer conveying such AREH Subs Equity Interests to Buyer; (ii) the resignations of the persons named on Schedule III(b) as directors, officers and managers, as applicable, of the Companies effective as of the Closing Date, together with any required amendments to the organizational documents of the Companies and filings with Governmental Entities; (iii) the certificates required by Section 10.2(a) and Section 10.2(b) hereof; (iv) affidavits executed by AREH and any of its required Affiliates that satisfy the requirements of Section 1445 of the Code; and (v) owner’s affidavits and indemnities in the forms attached to the preliminary certifications and reports on title for each parcel of the Adjacent Real Properties set forth on Exhibit H-2 attached hereto (the “Adjacent Real Property Preliminary Certifications and Reports” and, together with the ACE Real Property Preliminary Certifications and Reports, the “Preliminary Certifications and Reports”). (c) At the Closing, Buyer shall deliver: (i) to ACE Hi, immediately available funds by wire transfer to an account designated by ACE Hi (which account shall be designated in writing to Buyer at least two (2) business days Business Days prior to the Closing Date) in an amount equal to Date by the ACE Closing PaymentSecretary of State of Nevada and the Idaho Secretary of State, respectively; (iivi) to AREHa certificate of the secretary of Purchaser certifying as complete and accurate a copy of (A) the resolutions of Purchaser’s Board authorizing the execution, immediately available funds delivery, and performance of this Agreement and any other Transaction Documents delivered by wire transfer to an account designated Purchaser hereunder and (B) the resolutions of Purchaser’s Stockholders authorizing (1) the execution, delivery, and performance of this Agreement and any other Transaction Documents delivered by AREH (which account shall be designated in writing to Buyer at least two Purchaser hereunder, (2) business days prior Purchaser’s Rights Offering and the Amendment to the Closing DateArticles, and (3) in an amount equal Purchaser’s Equity Incentive Plan; (vii) a certificate of the secretary of Merger Sub certifying as complete and accurate a copy of (A) the resolutions of Sole Member and Manager of Merger Sub authorizing the execution, delivery, and performance of this Agreement and any other Transaction Documents delivered by Merger Sub hereunder, and (B) the Merger Sub Consent; (viii) a closing certificate executed by Purchaser and Merger Sub to the AREH Closing Payment; andeffect that the conditions set forth in Section 6.1 have been satisfied, and that all documents to be executed and delivered by Purchaser and Merger Sub at the Closing, respectively, have been executed by duly authorized officers of Purchaser and Merger Sub, respectively; (iiiix) copies of the other Transaction Documents to each Sellerwhich Purchaser, Merger Sub, or the certificates required Exchange Agent are a party, executed by Section 10.3(a) and Section 10.3(b) hereof.Parent, Merger, Sub, or the Exchange Agent, as applicable;

Closing Deliveries. (a) At the Closing, the ACE Selling Parties GMI shall deliver to Buyer:Acquirer the following (the "GMI Closing Deliveries"): (i) the certificates, if any, certificate(s) representing the ACE Lo Equity InterestsGM Shares, either duly endorsed for transfer to Buyer in blank or accompanied by appropriate stock powers duly executed limited liability interest powers or, if in blank by GMI as of the ACE Lo Equity Interests are not certificated, one or more instruments of assignment in a form approved by Buyer conveying such ACE Lo Equity Interests to BuyerClosing Date and bearing any required legend; (ii) the resignations or evidence articles of their removal from office incorporation of GM, certified by the Secretary of State of Delaware; (iii) the bylaws of GM; (iv) a corporate good standing certificate for GM by the Secretary of State of Delaware; (v) the articles of incorporation of GMI, certified by the Secretary of State of New York; (vi) the bylaws of GMI, certified by the Secretary of GMI as of the persons named on Schedule III(aClosing Date; (vii) a corporate good standing certificate for GMI by the Secretary of State of New York; (viii) resolutions of the board of directors of GMI approving this Agreement and the transactions contemplated hereby, certified by the Secretary of GMI as directorsof the Closing Date; (ix) resolutions of the shareholders of GMI approving this Agreement and the transactions contemplated hereby, officers and managerscertified by the Secretary of GM as of the Closing Date; (x) the Shareholders Agreement, as applicable, of ACE Lo and Brighton Park Maintenance Corp., effective dated as of the Closing Date, together with any required amendments to the organizational documents of ACE Lo executed by GMI and Brighton Park Maintenance Corp. and filings with Governmental EntitiesPH Capital; (iiixi) an incumbency certificate, dated as of the certificates required by Section 10.2(a) and Section 10.2(b) hereof; (iv) affidavits Closing Date, in form reasonably satisfactory to Acquirer, executed by ACE Hi and any the Secretary of its required Affiliates that satisfy the requirements of Section 1445 of the CodeGMI; and (vxii) owners’ affidavits and indemnities in the forms attached to the preliminary certification and report on title for each parcel a closing certificate, dated as of the ACE Real Properties set forth on Exhibit H-1 attached hereto (the “ACE Real Property Preliminary Certifications and Reports”)Closing Date, in form reasonably satisfactory to Acquirer, executed by an officer of GMI. (b) At the Closing, AREH Acquirer shall deliver to Buyer:GMI the following (the "Acquirer Closing Deliveries"): (i) the certificatescertificate(s) representing 42,500,000 shares of Acquirer Common Stock, if any, representing the AREH Subs Equity Interests, either duly endorsed for transfer to Buyer or accompanied by appropriate duly executed limited liability interest powers or, if by the AREH Subs Equity Interests are not certificated, one or more instruments President and Secretary of assignment in a form approved by Buyer conveying such AREH Subs Equity Interests to BuyerAcquirer as of the Closing Date and bearing any required legend; (ii) certificates(s) representing 5,000 shares of Series A Preferred Stock, duly executed by the resignations President and Secretary of Acquirer as of the persons named on Schedule III(bClosing Date and bearing any required legend; (iii) the articles of incorporation of Acquirer, including any amendment thereto required to increase the authorized number of shares of Acquirer Common Stock or otherwise to consummate the transactions contemplated by this Agreement; (iv) the bylaws of Acquirer, certified by the Secretary of Acquirer as directors, officers and managers, as applicable, of the Companies effective Closing Date; (v) resolutions of the board of directors of Acquirer approving this Agreement and the transactions contemplated hereby, certified by the Secretary of Acquirer as of the Closing Date; (vi) resolutions of the shareholders of Acquirer approving this Agreement and the transactions contemplated hereby, certified by the Secretary of Acquirer as of the Closing Date; (vii) the PH Capital Option Agreement, dated as of the Closing Date, together with any required amendments to the organizational documents of the Companies and filings with Governmental Entitiesexecuted by PH Capital; (iiiviii) the certificates required VP Option Agreement, dated as of the Closing Date, executed by Section 10.2(a) and Section 10.2(b) hereofVP; (ivix) affidavits the Assignment Agreement, dated as of the Closing Date, executed by AREH and any of its required Affiliates that satisfy VP; (x) the requirements of Section 1445 Assumption Agreement, dated as of the CodeClosing Date, executed by Acquirer; (xi) the Series B Purchase Agreement, dated as of the Closing Date, executed by MBP and Acquirer; (xii) the Shareholders Agreement, dated as of the Closing Date, executed by Acquirer and VP; (xiii) an incumbency certificate, dated as of the Closing Date, in form reasonably satisfactory to GMI, executed by the Secretary of Acquirer; and (vxiv) owner’s affidavits and indemnities in the forms attached to the preliminary certifications and reports on title for each parcel a closing certificate, dated as of the Adjacent Real Properties set forth on Exhibit H-2 attached hereto (the “Adjacent Real Property Preliminary Certifications and Reports” and, together with the ACE Real Property Preliminary Certifications and Reports, the “Preliminary Certifications and Reports”). (c) At the Closing, Buyer shall deliver: (i) to ACE Hi, immediately available funds by wire transfer to an account designated by ACE Hi (which account shall be designated in writing to Buyer at least two (2) business days prior to the Closing Date) , in form reasonably satisfactory to GMI, executed by an amount equal to the ACE Closing Payment; (ii) to AREH, immediately available funds by wire transfer to an account designated by AREH (which account shall be designated in writing to Buyer at least two (2) business days prior to the Closing Date) in an amount equal to the AREH Closing Payment; and (iii) to each Seller, the certificates required by Section 10.3(a) and Section 10.3(b) hereofofficer of Acquirer.

Closing Deliveries. (a) At the Closing, the ACE Selling Parties Heartland shall deliver to BuyerBanterra and AcquisitionCo: (i) a certified copy of the certificatesArticles of Incorporation and Bylaws of Heartland, if any, representing the ACE Lo Equity Interests, either duly endorsed for transfer to Buyer or accompanied by appropriate duly executed limited liability interest powers or, if the ACE Lo Equity Interests are not certificated, one or more instruments of assignment Subsidiary Bank (as defined in a form approved by Buyer conveying such ACE Lo Equity Interests to Buyer;Section 2.04 hereof) and Herrin First Service Corporation; ▇▇▇ (ii) a Certificate signed by an appropriate officer of Heartland stating that, to the resignations or evidence best knowledge and belief of their removal from office such officer, (A) each of the persons named on Schedule III(arepresentations and warranties contained in Article Two hereof (subject to the standard in Section 1.12 hereof) as directors, officers is true and managers, as applicable, of ACE Lo and Brighton Park Maintenance Corp., effective as correct at the time of the Closing Datewith the same force and effect as if such representations and warranties had been made at Closing, together with any required amendments to and (B) all of the organizational documents of ACE Lo and Brighton Park Maintenance Corp. and filings with Governmental Entities;conditions set forth in Section 6.01(b) hereof have been satisfied or waived as provided therein; and (iii) a certified copy of the certificates resolutions of Heartland's Board of Directors and shareholders as required for valid approval of the execution of this Agreement and the consummation of the Merger and the other transactions contemplated by Section 10.2(a) and Section 10.2(b) hereof;this Agreement; and (iv) affidavits executed by ACE Hi and any of its required Affiliates that satisfy the requirements of Section 1445 a Certificate of the CodeSecretary of State of the State of Illinois, dated a recent date, stating that Heartland is in good standing; and (v) owners’ affidavits a Certificate of Merger executed by Heartland, reflecting the terms and indemnities provisions hereof and in proper form for filing with the forms attached Secretary of State of the State of Illinois in order to cause the Merger to become effective pursuant to the preliminary certification Illinois Corporate Law; and (vi) a legal opinion from counsel for Heartland, in form reasonably acceptable to Banterra's and report on title for each parcel of AcquisitionCo's counsel, opining with respect to the ACE Real Properties set forth matters listed on Exhibit H-1 attached hereto 1.11 (the “ACE Real Property Preliminary Certifications and Reports”)a) hereto. (b) At the Closing, AREH Banterra and AcquisitionCo shall deliver to BuyerHeartland: (i) a certified copy of the certificates, if any, representing the AREH Subs Equity Interests, either duly endorsed for transfer to Buyer or accompanied by appropriate duly executed limited liability interest powers or, if the AREH Subs Equity Interests are not certificated, one or more instruments Articles of assignment in a form approved by Buyer conveying such AREH Subs Equity Interests to Buyer;Incorporation and Bylaws of each of Banterra and AcquisitionCo; and (ii) a Certificate signed by an appropriate officer of each of Banterra and AcquisitionCo stating that, to the resignations best knowledge and belief of such officer, (A) each of the persons named on Schedule III(brepresentations and warranties contained in Article Three hereof (subject to the standard in Section 1.12 hereof) as directors, officers is true and managers, as applicable, of correct at the Companies effective as time of the Closing Datewith the same force and effect as if such representations and warranties had been made at Closing, together with any required amendments to the organizational documents and (B) all of the Companies conditions set forth in Section 6.02(b) and filings with Governmental Entities;6.02(d) hereof (but excluding the approval of Heartland's shareholders) have been satisfied or waived as provided therein; and (iii) a certified copy of the certificates resolutions of each of Banterra's and AcquisitionCo's Board of Directors as required for valid approval of the execution of this Agreement and the consummation of the transactions contemplated by Section 10.2(a) and Section 10.2(b) hereof;this Agreement; and (iv) affidavits executed by AREH and any of its required Affiliates that satisfy the requirements of Section 1445 a Certificate of the CodeSecretary of State of the State of Illinois, dated a recent date, stating that Banterra is in good standing; and (v) owner’s affidavits and indemnities in the forms attached to the preliminary certifications and reports on title for each parcel a Certificate of the Adjacent Real Properties set forth on Exhibit H-2 attached hereto (Secretary of State of the “Adjacent Real Property Preliminary Certifications and Reports” andState of Illinois, together with the ACE Real Property Preliminary Certifications and Reportsdated a recent date, the “Preliminary Certifications and Reports”). (c) At the Closing, Buyer shall deliver: (i) to ACE Hi, immediately available funds by wire transfer to an account designated by ACE Hi (which account shall be designated stating that AcquisitionCo is in writing to Buyer at least two (2) business days prior to the Closing Date) in an amount equal to the ACE Closing Payment; (ii) to AREH, immediately available funds by wire transfer to an account designated by AREH (which account shall be designated in writing to Buyer at least two (2) business days prior to the Closing Date) in an amount equal to the AREH Closing Paymentgood standing; and (iiivi) a Certificate of Merger executed by AcquisitionCo, reflecting the terms and provisions hereof and in proper form for filing with the Secretary of State of the State of Illinois in order to each Sellercause the Merger to become effective pursuant to the Illinois Corporate Law; and (vii) a legal opinion from counsel for Banterra and AcquisitionCo, in form reasonable acceptable to Heartland's counsel, opining with respect to the certificates required by Section 10.3(amatters listed on Exhibit 1.11(b) and Section 10.3(b) hereofhereto.

Closing Deliveries. (a) At Prior to or at the Closing, the ACE Selling Parties Sellers (as applicable) shall deliver or cause to Buyerbe delivered to Purchaser: (i) stock certificate(s) representing all of the certificatesSubject Ferrous Shares, if any, representing the ACE Lo Equity Interests, either together with stock transfer powers duly endorsed for transfer to Buyer in blank or accompanied by other appropriate duly executed limited liability interest powers or, if the ACE Lo Equity Interests are not certificated, one or more instruments of assignment in a form approved by Buyer conveying transfer and such ACE Lo Equity Interests other approvals or instruments as may be required to Buyerenable Purchaser to record the transfer of such shares to Purchaser on the books of such entity or any applicable Governmental Authority; (ii) the resignations or evidence of their removal from office stock certificates representing all of the persons named 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 Schedule III(athe 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 directorsmay 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, officers together with stock transfer powers duly endorsed in blank or other appropriate instruments of transfer and managers, 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 ACE Lo the Subject Class VI ACDL Shares, together with stock transfer powers duly endorsed in blank or other appropriate instruments of transfer and Brighton Park Maintenance Corp.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, effective 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, together with any required amendments duly executed by an authorized officer of each Seller (as to itself), relating to the organizational documents satisfaction of ACE Lo the Closing conditions set forth in Sections 11.2(a), (b) and Brighton Park Maintenance Corp. and filings with Governmental Entities(d); (iiiviii) the certificates required by Section 10.2(a) and Section 10.2(b) hereof; (iv) affidavits executed by ACE Hi and any of its required Affiliates that satisfy the requirements of Section 1445 of the Code; and (v) owners’ affidavits and indemnities in the forms attached to the preliminary certification and report on title for each parcel of the ACE Real Properties set forth on Exhibit H-1 attached hereto (the “ACE Real Property Preliminary Certifications and Reports”). (b) At the Closinga secretary’s certificate, AREH shall deliver to Buyer: (i) the certificates, if any, representing the AREH Subs Equity Interests, either duly endorsed for transfer to Buyer or accompanied by appropriate duly executed limited liability interest powers or, if the AREH Subs Equity Interests are not certificated, one or more instruments of assignment in a form approved by Buyer conveying such AREH Subs Equity Interests to Buyer; (ii) the resignations of the persons named on Schedule III(b) as directors, officers and managers, as applicable, of the Companies effective dated as of the Closing Date, together with any required amendments 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 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 organizational documents extent such Person is a party thereto; and (x) a certificate (or certificates) in form and substance reasonably satisfactory to the Purchaser, in compliance with Treasury Regulations Section 1.1445-2(c)(3) (and including documentation of the Companies filing of any notice required under Treasury Regulations Section 1.897-2(h)(2)), certifying that the purchase of Blue Line Blocker Shares (and filings with Governmental Entitiesthe stock of each other U.S. corporation) contemplated by this Agreement is exempt from withholding under Section 1445 of the Code. (b) Prior to or at the 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 certificates required by 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 10.2(a) 2.4, registered as follows: 56 shares in the name of Harbinger Master; 30 shares in the name of Harbinger Special Situations; and Section 10.2(b) hereof14 shares in the name of Blue Line; (iv) affidavits an officer’s certificate, dated as of the Closing Date, duly executed by AREH and any an authorized officer of its required Affiliates that satisfy Purchaser, relating to the requirements of Section 1445 satisfaction of the CodeClosing 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 (vvi) owner’s affidavits three (3) counterpart signature pages to each Related Agreement not previously executed and indemnities in the forms attached to the preliminary certifications and reports on title for delivered, duly executed by each parcel of the Adjacent Real Properties set forth on Exhibit H-2 attached hereto (the “Adjacent Real Property Preliminary Certifications and Reports” and, together with the ACE Real Property Preliminary Certifications and Reports, the “Preliminary Certifications and Reports”)party thereto other than Sellers or its Affiliates. (c) At the Closing, Buyer Purchaser shall deliver: (i) pay or cause to ACE Hi, be paid the Transaction Expenses to the Persons entitled thereto at the Closing by wire transfer of immediately available funds by wire transfer to an account designated by ACE Hi (which account shall be designated in writing to Buyer at least two (2) business days such Persons prior to the Closing Date) in an amount equal to the ACE Closing Payment; (ii) to AREH, immediately available funds by wire transfer to an account designated by AREH (which account shall be designated in writing to Buyer at least two (2) business days prior to the Closing Date) in an amount equal to the AREH Closing Payment; and (iii) to each Seller, the certificates required by Section 10.3(a) and Section 10.3(b) hereofClosing.

Closing Deliveries. (a) At the Closing, subject to and on the ACE Selling terms and conditions set forth in this Agreement: (a) the Seller Parties (or the Sellers’ Representative, on behalf of the Seller Parties) shall deliver have delivered to Buyerthe Purchaser: (i) the certificates, if any, assignments of membership interests or stock or share certificates representing the ACE Lo Equity InterestsPurchased Interests owned by each Selling Holding Company, either duly endorsed in blank form for transfer to Buyer or accompanied by appropriate membership interests or stock or share powers duly executed limited liability interest powers or, if in blank together with the ACE Lo Equity Interests are not certificated, one or more instruments minute books of assignment in a form approved by Buyer conveying such ACE Lo Equity Interests to Buyereach Target Group Member; (ii) the resignations or evidence resignation in writing from each manager, director and officer of their removal from office of the persons named on Schedule III(a) as directors, officers and managers, as applicable, of ACE Lo and Brighton Park Maintenance Corp., each Target Group Member effective as of at the Closing Date, together with any required amendments to the organizational documents of ACE Lo and Brighton Park Maintenance Corp. and filings with Governmental EntitiesEffective Time; (iii) the certificates required restrictive covenant agreements by Section 10.2(a) and Section 10.2(b) hereofeach Seller Party; (iv) affidavits any other Ancillary Agreements, duly executed by ACE Hi and the Seller Parties, Target Group Members, or any of its their Affiliates who are a party thereto; (v) copies of all consents required Affiliates to be obtained by Seller Parties or the Target Group Members in connection with the Transaction; (vi) customary payoff letters and evidence of the release of all Liens securing any assets of the Target Group Members (the “Payoff Statements”); (vii) 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 amount required to pay in full all Transaction Expenses owned to such Person on the 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 the Organizational Documents of the Selling Holdings Companies and Target Group Members, (ii) the 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 resolutions authorizing each Selling Holding Company’s execution, delivery and performance of this Agreement and the Ancillary Agreements to which it is a party; and (iv) that satisfy all such resolutions are in full force and effect and are all of the requirements resolutions adopted in connection with the Transaction; (ix) 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 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 Purchaser, which complies with Section 1445 of the Code; (xiv) a letter of 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 (vxvi) owners’ affidavits and indemnities in without limitation by the forms attached to the preliminary certification and report on title for each parcel specific enumeration of the ACE Real Properties set forth on Exhibit H-1 attached hereto (foregoing, all other documents reasonably required by the “ACE Real Property Preliminary Certifications and Reports”)Purchaser to effect the transactions contemplated by this Agreement. (b) At the Closing, AREH Purchaser shall deliver have delivered to Buyer:the Sellers Parties and/or Sellers’ Representative (as applicable): (i) the certificatesany other Ancillary Agreements, if any, representing the AREH Subs Equity Interests, either duly endorsed for transfer to Buyer or accompanied by appropriate duly executed limited liability interest powers or, if by the AREH Subs Equity Interests Purchaser and its Affiliates who are not certificated, one or more instruments of assignment in a form approved by Buyer conveying such AREH Subs Equity Interests to Buyerparty thereto; (ii) the resignations of Personal Goodwill Agreements, each duly executed by the persons named on Schedule III(b) as directors, officers and managers, as applicable, of the Companies effective as of the Closing Date, together with any required amendments to the organizational documents of the Companies and filings with Governmental EntitiesPurchaser; (iii) a secretary’s or officer’s certificate, dated as of the certificates required Closing Date and executed by Section 10.2(athe secretary or other authorized officer of each Purchaser, certifying: (i) the incumbency and Section 10.2(bspecimen signature of each officer of the Purchaser executing this Agreement or any other Ancillary Agreements on the Purchaser’s behalf; (ii) hereof;a copy of the resolutions authorizing the Purchaser’s execution, delivery and performance of this Agreement and the Ancillary 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 (iv) affidavits executed a good standing certificate with respect to the US Purchaser certified by AREH and any the Secretary of its required Affiliates that satisfy the requirements of Section 1445 State of the Code; and (v) owner’s affidavits and indemnities in the forms attached to the preliminary certifications and reports on title for each parcel State of the Adjacent Real Properties set forth on Exhibit H-2 attached hereto (Purchaser’s incorporation or organization, as the “Adjacent Real Property Preliminary Certifications and Reports” andcase may be, together with the ACE Real Property Preliminary Certifications and Reports, the “Preliminary Certifications and Reports”). (c) At the Closing, Buyer shall deliver: (i) to ACE Hi, immediately available funds by wire transfer to an account designated by ACE Hi (which account shall be designated in writing to Buyer at least two (2) business as of a date not more than fifteen days prior to the Closing Date) in an amount equal to the ACE Closing Payment; (ii) to AREH, immediately available funds by wire transfer to an account designated by AREH (which account shall be designated in writing to Buyer at least two (2) business days prior to the Closing Date) in an amount equal to the AREH Closing Payment; and (iii) to each Seller, the certificates required by Section 10.3(a) and Section 10.3(b) hereof.

Closing Deliveries. Lender shall have received on or before the closing date, in form and substance satisfactory to Lender, all documents, instruments and information and all other agreements, notes, certificates, orders, authorizations, financing statements, mortgages and other documents which Lender may at any time request, including, without limitation, the following: (1) this duly executed Agreement (including Conditions Rider, Reporting Addendum and all Schedules); (2) duly executed UCC-l Financing Statements listing Borrower as debtor and Lender as secured party to be filed in all appropriate jurisdictions; (3) receipt of clear UCC, tax lien and pending suit and judgment searches in all requisite jurisdictions for Borrower (under both its current name of HMI Industries, Inc. and its former name of Health-Mor, Inc.) or appropriate termination statements and/or releases for Borrower and all Subsidiaries; (4) evidence of Borrower's property/liability insurance and Lender's loss payable endorsements; (5) a duly executed Mortgage; (6) a duly executed Lockbox/Blocked Account Agreement with Star Bank; (7) evidence that the Borrower is a corporation in good standing with the State of Delaware; (8) evidence that, on or before the closing date, (a) At Borrower has consummated all the Closing, transactions contemplated by the ACE Selling Parties shall deliver to Buyer: Bliss Acquisition; (ib) the certificatesBliss Acquisition net proceeds of at least $30 million have been advanced to Borrower; and (c) all indebtedness and obligations of Borrower to Star Bank, if anyunder the Australian Line of Credit, representing under the ACE Lo Equity InterestsNetherlands Line of Credit and under the 7 year private placement term notes, either duly endorsed for transfer to Buyer or accompanied by appropriate duly executed limited liability interest powers or, if shall have been paid in full with the ACE Lo Equity Interests are not certificated, one or more instruments proceeds of assignment in a form approved by Buyer conveying such ACE Lo Equity Interests to Buyerthe Bliss Acquisition and all liens associated therewith terminated; (ii9) the resignations or evidence receipt of their removal from office of the persons named on Schedule III(a) as directorsa business plan, officers including, without limitation, financial projections and managers, as applicable, of ACE Lo and Brighton Park Maintenance Corp., effective as of the Closing Date, together with any required amendments a takeover audit acceptable to the organizational documents of ACE Lo and Brighton Park Maintenance Corp. and filings with Governmental EntitiesLender; (iii10) the certificates required by Section 10.2(a) and Section 10.2(b) hereof; (iv) affidavits executed by ACE Hi and any of its required Affiliates that satisfy the requirements of Section 1445 of the Code; and (v) owners’ affidavits and indemnities in the forms attached to the preliminary certification and report on title for each parcel of the ACE Real Properties set forth on Exhibit H-1 attached hereto (the “ACE Real Property Preliminary Certifications and Reports”). (b) At the Closing, AREH shall deliver to Buyer: (i) the certificates, if any, representing the AREH Subs Equity Interests, either duly endorsed for transfer to Buyer or accompanied by appropriate duly executed limited liability interest powers orAssignment for Security of Patent, if the AREH Subs Equity Interests are not certificated, one or more instruments of assignment in a form approved by Buyer conveying such AREH Subs Equity Interests to BuyerTrademark and Copyrights; (ii) the resignations of the persons named on Schedule III(b) as directors, officers and managers, as applicable, of the Companies effective as of the Closing Date, together with any required amendments to the organizational documents of the Companies and filings with Governmental Entities; (iii) the certificates required by Section 10.2(a) and Section 10.2(b) hereof; (iv) affidavits executed by AREH and any of its required Affiliates that satisfy the requirements of Section 1445 of the Code; and (v) owner’s affidavits and indemnities in the forms attached to the preliminary certifications and reports on title for each parcel of the Adjacent Real Properties set forth on Exhibit H-2 attached hereto (the “Adjacent Real Property Preliminary Certifications and Reports” and, together with the ACE Real Property Preliminary Certifications and Reports, the “Preliminary Certifications and Reports”). (c) At the Closing, Buyer shall deliver: (i) to ACE Hi, immediately available funds by wire transfer to an account designated by ACE Hi (which account shall be designated in writing to Buyer at least two (2) business days prior to the Closing Date) in an amount equal to the ACE Closing Payment; (ii) to AREH, immediately available funds by wire transfer to an account designated by AREH (which account shall be designated in writing to Buyer at least two (2) business days prior to the Closing Date) in an amount equal to the AREH Closing Payment; and (iii) to each Seller, the certificates required by Section 10.3(a) and Section 10.3(b) hereof.

Closing Deliveries. (a) At the Closing, Atlas shall deliver, cause to be delivered or pay the ACE Selling Parties shall deliver to Buyerfollowing, as applicable: (i) the certificates, if any, representing Merger Consideration as adjusted by the ACE Lo Equity Interests, either duly endorsed for Adjustment Amount (less the Escrowed Units and less the Allocated Administrative Portion) to the holders of the Titan Class A Units pursuant to Section 2.1; provided that any Cash Consideration to be paid to the holders of the Titan Class A Units pursuant to this Section 1.3(a)(i) shall be paid via wire transfer in immediately available funds to Buyer accounts designated by each such holder or accompanied by appropriate duly executed limited liability interest powers or, if the ACE Lo Equity Interests are not certificated, one or more instruments of assignment in a form approved by Buyer conveying such ACE Lo Equity Interests Representative prior to BuyerClosing; (ii) the resignations or evidence Escrowed Units to the Escrow Agent pursuant to the Escrow Agreement and the Allocated Administrative Portion to Representative to be paid via wire transfer in immediately available funds to an account designated by Representative prior to Closing; (iii) the Escrow Agreement executed by Atlas and the Escrow Agent in the form of their removal from office Annex C-1 attached hereto (the “Escrow Agreement”); (iv) a certificate executed by an officer of the persons named on Schedule III(a) as directorsAtlas to Representative, officers and managers, as applicable, of ACE Lo and Brighton Park Maintenance Corp., effective dated as of the Closing Date, together with any required amendments to certifying that the organizational documents of ACE Lo and Brighton Park Maintenance Corp. and filings with Governmental Entities; (iii) the certificates required by Section 10.2(aconditions set forth in Sections 7.3(a) and Section 10.2(b(b) hereofhave been satisfied; (iv) affidavits executed by ACE Hi and any of its required Affiliates that satisfy the requirements of Section 1445 of the Code; and (v) owners’ affidavits and indemnities (A) a statement from Atlas’s transfer agent for the Atlas Common Units included in the forms attached Merger Consideration (less the Atlas Common Units that are included in the Escrowed Units) to the preliminary certification and report on title for each parcel holders of the ACE Real Properties set forth on Exhibit H-1 Titan Class A Units, evidencing a book entry position in the name of the holders of the Titan Class A Units for the Merger Consideration (less the Atlas Common Units that are included in the Escrowed Units, the Cash Consideration and the Atlas Preferred Units), free and clear of any Encumbrances, other than transfer restrictions under the Atlas Partnership Agreement and applicable federal and state securities laws and (B) a certificate or certificates representing the Atlas Preferred Units (less the Atlas Preferred Units that are included in the Escrowed Units) and meeting the requirements of the Atlas Partnership Agreement, free and clear of any Encumbrances, other than transfer restrictions under the Atlas Partnership Agreement and applicable federal and state securities laws; (vi) a legal opinion of Ledgewood to the holders of Titan Class A Units in the form of Annex C attached hereto, dated as of the Closing Date; (vii) the Registration Rights Agreement to Riverstone, executed by Atlas in the form of Annex D attached hereto (the “ACE Real Property Preliminary Certifications and ReportsRegistration Rights Agreement”); and (viii) the First Amendment to the Limited Partnership Agreement of Atlas to the holders of the Titan Class A Units executed by Atlas Resource Partners GP, LLC, in the form of Annex F attached hereto, which shall be modified to effect the changes described in Annex F attached hereto (the “First Amendment to Atlas LPA”). (b) At the Closing, AREH Titan shall deliver deliver, or cause to Buyerbe delivered, the following to Atlas: (i) a certificate executed by an executive officer of Titan certifying that the certificates, if any, representing the AREH Subs Equity Interests, either duly endorsed for transfer to Buyer or accompanied by appropriate duly executed limited liability interest powers or, if the AREH Subs Equity Interests are not certificated, one or more instruments of assignment conditions set forth in a form approved by Buyer conveying such AREH Subs Equity Interests to BuyerSections 7.2(a) and (b) have been satisfied; (ii) a certificate executed by an executive officer of Titan setting forth the resignations (i) the amount of all distributions to the persons named holders of Titan Class A Units made by Titan on Schedule III(b) as directors, officers or after the Effective Date and managers, as applicable, of the Companies effective as of prior to the Closing Date, together with any required amendments and (ii) the amount of all contributions to Titan made by or on behalf of its members on or after the Effective Date and prior to the organizational documents of the Companies and filings with Governmental Entities;Closing; and (iii) the certificates required certificate contemplated by Section 10.2(a) and Section 10.2(b) hereof; (iv) affidavits executed by AREH and any of its required Affiliates that satisfy the requirements of Section 1445 of the Code; and (v) owner’s affidavits and indemnities in the forms attached to the preliminary certifications and reports on title for each parcel of the Adjacent Real Properties set forth on Exhibit H-2 attached hereto (the “Adjacent Real Property Preliminary Certifications and Reports” and, together with the ACE Real Property Preliminary Certifications and Reports, the “Preliminary Certifications and Reports”6.7(b). (c) At the Closing, Buyer Representative shall deliver: (i) execute and deliver to ACE Hi, immediately available funds by wire transfer to an account designated by ACE Hi (which account shall be designated in writing to Buyer at least two (2) business days prior to Atlas and the Closing Date) in an amount equal to Escrow Agent the ACE Closing Payment; (ii) to AREH, immediately available funds by wire transfer to an account designated by AREH (which account shall be designated in writing to Buyer at least two (2) business days prior to the Closing Date) in an amount equal to the AREH Closing Payment; and (iii) to each Seller, the certificates required by Section 10.3(a) and Section 10.3(b) hereofEscrow Agreement.

Closing Deliveries. At the Closing: (a) At Seller will deliver, or cause to be delivered, to Buyer the Closingfollowing documents executed by Seller as appropriate: (i) recordable special warranty deed (which in certain jurisdictions is also known as a bargain and sale deed with lien against grantor's acts) in form and substance acceptable to Buyer so as to convey insurable title to the Owned Real Property (other than .the Special Lease Properties) to Buyer free and clear of all Encumbrances except Permitted Encumbrances; (ii) assignments, bills of sale and other instruments (including certificates of title, as applicable) in form and substance acceptable to Buyer sufficient to transfer title to the ACE Selling other Acquired Assets, (other than the Real Property and the Contracts) free and clear of all Encumbrances; (iii) an assignment and assumption agreement in form and substance acceptable to the Parties with respect to the Contracts; (iv) Stock certificates, duly endorsed for transfer, for all of Seller's equity interest in CFI free and clear of all Encumbrances except as set forth in CFI's certificate of incorporation, by-laws, and shareholder's agreement (if any); provided, no such Encumbrances shall deliver in any manner restrict, invalidate or condition the transactions contemplated herein; (v) an assignment in form and substance acceptable to BuyerBuyer sufficient to transfer Seller's membership interest in Allied Seed free and clear of all Encumbrances except as set forth in Allied Seed's certificate of organization and operating agreement; provided, no such Encumbrances shall in any manner restrict, invalidate or condition the transactions contemplated herein; (vi) a secretary's certificate from Seller certifying Seller's certificate of incorporation, bylaws, copies of resolutions duly adopted by the board of directors of Seller approving the execution and delivery of this Agreement and the closing of the transactions contemplated hereunder and the incumbency of the officers of Seller executing any document to be delivered pursuant to this Agreement; (vii) search results of the state and public records of each county listed on Schedule 5.3(b) confirming the absence of any -------- ------ Encumbrance, judgment, pending litigation, tax liens and bankruptcy proceedings which affect or could affect Seller's ability to close the transactions contemplated hereunder or the Acquired Assets or the Business other than Permitted Encumbrances; (ix) lease agreements executed by Seller in the form attached hereto as Exhibit B relating to the Special Lease Properties; ------- - (x) an environmental escrow agreement executed by Seller in the form attached hereto as Exhibit C relating to the East Berlin Property; ------- - (xi) a closing certificate executed by Seller in substantially the form attached as Exhibit D; ---------- (xii) an opinion letter of Bond, Schoeneck & King, PLLC, counsel ▇▇ ▇▇▇▇▇▇, in the form attached as Exhibit E; ---------- (xiii) letters from the New Jersey Department of Environmental Protection confirming that the transfer of the Owned Real Property located in New Jersey. is not subject to ISRA or documentation that Seller is taking all necessary steps to comply with ISRA; (xiv) all other certificates, instruments and documents necessary or appropriate to consummate the transactions contemplated in this Agreement reasonably requested by Buyer or the Title Company; and (xv) five-year lease agreements executed by Seller and Buyer in the form attached as Exhibit I, under which Buyer shall lease to Seller a portion of the real property located in Newville, Pennsylvania and Knowlesville, New York. (b) Buyer will deliver, or cause to be delivered, to Seller: (i) the certificates, if any, representing Purchase Price payable in the ACE Lo Equity Interests, either duly endorsed for transfer to Buyer or accompanied by appropriate duly executed limited liability interest powers or, if the ACE Lo Equity Interests are not certificated, one or more instruments of assignment manner described in a form approved by Buyer conveying such ACE Lo Equity Interests to BuyerSection 3.2; (ii) a secretary's certificate from Buyer certifying Buyer's certificate of incorporation, bylaws, copies of resolutions duly adopted by the resignations or evidence board of their removal from office directors of Buyer approving the execution and delivery of this Agreement and the closing of the persons named on Schedule III(a) as directors, officers transactions contemplated hereunder and managers, as applicable, of ACE Lo and Brighton Park Maintenance Corp., effective as the incumbency of the Closing Date, together with officers of Buyer executing any required amendments document to the organizational documents of ACE Lo and Brighton Park Maintenance Corp. and filings with Governmental Entitiesbe delivered pursuant to this Agreement; (iii) the certificates required by Section 10.2(a) assignment and Section 10.2(b) hereofassumption agreement with respect to the Contracts; (iv) affidavits a license agreement executed by ACE Hi Buyer in the form attached hereto as Exhibit A; --------- (v) lease agreements executed by Buyer in the form attached hereto as Exhibit B relating to the Special Lease Properties; --------- (vi) an environmental escrow agreement executed by Buyer in the form attached hereto as Exhibit C relating to the East Berlin --------- Property; (vii) a Closing Certificate executed by Buyer in substantially the form attached as Exhibit F; --------- (viii) opinion letter of Wildman, Harrold, Allen & Dixon, counsel to ▇▇▇▇r, ▇▇ ▇▇e form attached as Exhibit G; --------- (ix) all other certificates, instruments and any of its required Affiliates that satisfy documents necessary or appropriate to consummate the requirements of Section 1445 of transactions contemplated in this Agreement or reasonably requested by Seller or the CodeTitle Company; and (vx) owners’ affidavits five-year lease agreements executed by Seller and indemnities Buyer in the forms form attached as Exhibit I. under which Buyer shall lease --------- to the preliminary certification and report on title for each parcel Seller a portion of the ACE Real Properties set forth on Exhibit H-1 attached hereto (the “ACE Real Property Preliminary Certifications real property located in Newville, Pennsylvania and Reports”)Knowlesville, New York. (b) At the Closing, AREH shall deliver to Buyer: (i) the certificates, if any, representing the AREH Subs Equity Interests, either duly endorsed for transfer to Buyer or accompanied by appropriate duly executed limited liability interest powers or, if the AREH Subs Equity Interests are not certificated, one or more instruments of assignment in a form approved by Buyer conveying such AREH Subs Equity Interests to Buyer; (ii) the resignations of the persons named on Schedule III(b) as directors, officers and managers, as applicable, of the Companies effective as of the Closing Date, together with any required amendments to the organizational documents of the Companies and filings with Governmental Entities; (iii) the certificates required by Section 10.2(a) and Section 10.2(b) hereof; (iv) affidavits executed by AREH and any of its required Affiliates that satisfy the requirements of Section 1445 of the Code; and (v) owner’s affidavits and indemnities in the forms attached to the preliminary certifications and reports on title for each parcel of the Adjacent Real Properties set forth on Exhibit H-2 attached hereto (the “Adjacent Real Property Preliminary Certifications and Reports” and, together with the ACE Real Property Preliminary Certifications and Reports, the “Preliminary Certifications and Reports”). (c) At the Closing, Buyer shall deliver: (i) to ACE Hi, immediately available funds by wire transfer to an account designated by ACE Hi (which account shall be designated in writing to Buyer at least two (2) business days prior to the Closing Date) in an amount equal to the ACE Closing Payment; (ii) to AREH, immediately available funds by wire transfer to an account designated by AREH (which account shall be designated in writing to Buyer at least two (2) business days prior to the Closing Date) in an amount equal to the AREH Closing Payment; and (iii) to each Seller, the certificates required by Section 10.3(a) and Section 10.3(b) hereof.

Closing Deliveries. (a) 6.2.1 At the Closing, Transferor shall deliver, or cause to be delivered, to Acquiror: (a) A fully executed ▇▇▇▇ of Sale and Assignment and Assumption in the ACE Selling Parties shall deliver form of Exhibit C to Buyer:this Agreement (the "▇▇▇▇ of Sale") --------- ------------ conveying to Acquiror all personal property to be acquired by Acquiror pursuant to this Agreement and providing for (i) the assignment to Acquiror of the contract rights, and all other intangible personal property included in the Purchased Assets and (ii) Acquiror's assumption of the Assumed Liabilities; (b) A duly authorized and executed Escrow Agreement required by Section 3.4; (c) A Certificate of an officer of Transferor certifying to the attached resolutions of the board of directors and shareholders, if the board of directors deems it necessary, of Transferor authorizing this transaction; (d) A Certificate of an authorized officer of the Transferor certifying as to the accuracy of the Transferor's representations and warranties under Section 7.1; (e) All Consents necessary to permit Transferor to transfer the Purchased Assets to Acquiror; (f) All necessary documents to transfer and assign any Intellectual Property which is being transferred pursuant to this Agreement; (g) A true and complete listing of the Purchased Assets; and (h) A true and complete listing of the Assumed Liabilities. (i) A true and complete listing of all Consents required by Section 4.2.1. 6.2.2 At the certificatesClosing, if anyAcquiror shall deliver, representing or cause to be delivered, to Transferor: (a) A counterpart copy of the ACE Lo Equity Interests▇▇▇▇ of Sale, either duly endorsed for transfer to Buyer or accompanied executed by appropriate duly executed limited liability interest powers or, if the ACE Lo Equity Interests are not certificated, one or more instruments of assignment in a form approved by Buyer conveying such ACE Lo Equity Interests to BuyerAcquiror; (iib) the resignations or evidence of their removal from office A counterpart copy of the persons named on Schedule III(a) as directorsEscrow Agreement, officers and managers, as applicable, of ACE Lo and Brighton Park Maintenance Corp., effective as of the Closing Date, together with any required amendments to the organizational documents of ACE Lo and Brighton Park Maintenance Corp. and filings with Governmental Entitiesexecuted by Acquiror; (iiic) A Certificate of an authorized officer of Acquiror certifying attached resolutions of the certificates required by Section 10.2(a) boards of directors and Section 10.2(b) hereofshareholders of Acquiror authorizing this transaction; (ivd) affidavits executed by ACE Hi and any A Certificate of its required Affiliates that satisfy the requirements of Section 1445 an authorized officer of the CodeAcquiror certifying as to the accuracy of the Acquiror's representations and warranties under Section 7.2; (e) A Certificate of an authorized officer of the Acquiror certifying the number of shares that Transferor shall be entitled to in accordance with the terms and conditions of this Agreement; and (vf) owners’ affidavits A counterpart copy of necessary documents to transfer and indemnities in the forms attached assign any Intellectual Property which is being transferred pursuant to the preliminary certification and report on title for each parcel of the ACE Real Properties set forth on Exhibit H-1 attached hereto (the “ACE Real Property Preliminary Certifications and Reports”)this Agreement. (b) At the Closing, AREH shall deliver to Buyer: (i) the certificates, if any, representing the AREH Subs Equity Interests, either duly endorsed for transfer to Buyer or accompanied by appropriate duly executed limited liability interest powers or, if the AREH Subs Equity Interests are not certificated, one or more instruments of assignment in a form approved by Buyer conveying such AREH Subs Equity Interests to Buyer; (ii) the resignations of the persons named on Schedule III(b) as directors, officers and managers, as applicable, of the Companies effective as of the Closing Date, together with any required amendments to the organizational documents of the Companies and filings with Governmental Entities; (iii) the certificates required by Section 10.2(a) and Section 10.2(b) hereof; (iv) affidavits executed by AREH and any of its required Affiliates that satisfy the requirements of Section 1445 of the Code; and (v) owner’s affidavits and indemnities in the forms attached to the preliminary certifications and reports on title for each parcel of the Adjacent Real Properties set forth on Exhibit H-2 attached hereto (the “Adjacent Real Property Preliminary Certifications and Reports” and, together with the ACE Real Property Preliminary Certifications and Reports, the “Preliminary Certifications and Reports”). (c) At the Closing, Buyer shall deliver: (i) to ACE Hi, immediately available funds by wire transfer to an account designated by ACE Hi (which account shall be designated in writing to Buyer at least two (2) business days prior to the Closing Date) in an amount equal to the ACE Closing Payment; (ii) to AREH, immediately available funds by wire transfer to an account designated by AREH (which account shall be designated in writing to Buyer at least two (2) business days prior to the Closing Date) in an amount equal to the AREH Closing Payment; and (iii) to each Seller, the certificates required by Section 10.3(a) and Section 10.3(b) hereof.

Closing Deliveries. Administrative Agent shall have received each of the following documents, instruments and agreements, each of which shall be in form and substance and executed in such counterparts (aif applicable) At as shall be acceptable to Administrative Agent and each Bank and each of which shall, unless otherwise indicated, be dated the Closing, the ACE Selling Parties shall deliver to BuyerClosing Date: (i) the certificates, if any, representing the ACE Lo Equity Interests, either duly endorsed for transfer to Buyer or accompanied counterparts of this Agreement in such number as may be requested by appropriate Administrative Agent duly executed limited liability interest powers or, if the ACE Lo Equity Interests are not certificated, one or more instruments of assignment in a form approved by Buyer conveying such ACE Lo Equity Interests to BuyerBorrower; (ii) the resignations or evidence of their removal from office of the persons named on Schedule III(a) as directors, officers and managers, as applicable, of ACE Lo and Brighton Park Maintenance Corp., effective as of the Closing Date, together with any required amendments a Note payable to the organizational documents order of ACE Lo and Brighton Park Maintenance Corp. and filings with Governmental Entitieseach Bank, each in the amount of such Bank’s Maximum Commitment Amount, duly executed by Borrower; (iii) the certificates required Mortgages to be executed on the Closing Date pursuant to Section 5.1(a), duly executed and delivered by Section 10.2(a) each Credit Party (as applicable), and Section 10.2(b) hereofsuch other assignments, conveyances, amendments, agreements and other writings, including, without limitation, UCC-1 financing statements, in form and substance satisfactory to Administrative Agent, creating first priority Liens in the Borrowing Base Properties evaluated in the Initial Reserve Report comprising the Minimum Collateral Amount; (iv) affidavits the Borrower Pledge Agreement duly executed and delivered by ACE Hi and any of its required Affiliates that satisfy the requirements of Section 1445 Borrower, together with (A) all certificates (or other evidence acceptable to Administrative Agent) evidencing one hundred percent (100%) of the Code; andissued and outstanding Equity of Operating, DG&M, EAP Properties and Encore Holdings of every class, which certificates shall be duly endorsed or accompanied by appropriate stock powers (as applicable) executed in blank, and (B) such other agreements and writings, including, without limitation, UCC-1 financing statements, in form and substance satisfactory to Administrative Agent; (v) owners’ affidavits Subsidiary Pledge Agreements duly executed and indemnities in the forms attached delivered by Operating, Encore Holdings, EAP Properties, EAP Operating GP, and Encore Operating LP, respectively, together with (A) all certificates (or other evidence acceptable to the preliminary certification and report on title for each parcel Administrative Agent) evidencing one hundred percent (100%) of the ACE Real Properties set forth on Exhibit H-1 attached hereto (the “ACE Real Property Preliminary Certifications issued and Reports”). (b) At the Closingoutstanding Equity of Onshore, AREH Marine, TRF, Green Pipeline, Greencore Pipeline, Operating Louisiana, EAP Operating GP, Encore Partners GP Holdings and Encore Partners LP Holdings of every class, which certificates shall deliver to Buyer: (i) the certificates, if any, representing the AREH Subs Equity Interests, either be duly endorsed for transfer to Buyer or accompanied by appropriate duly stock powers (as applicable) executed limited liability interest powers orin blank, if the AREH Subs Equity Interests are not certificatedand (B) such other agreements and writings, one or more instruments of assignment including, without limitation, UCC-1 financing statements, in a form approved by Buyer conveying such AREH Subs Equity Interests and substance satisfactory to BuyerAdministrative Agent; (iivi) Facility Guarantees duly executed and delivered by each Restricted Subsidiary; (vii) the resignations Initial Reserve Report; (viii) such financing statements (including, without limitation, the financing statements referenced in subclause (iii) above) in form and substance acceptable to Administrative Agent to fully evidence and perfect all Liens contemplated by the Loan Papers, all of which shall be filed of record in such jurisdictions as Administrative Agent shall require in its sole discretion; (ix) audited consolidated financial statements of each of Borrower and Encore for the Fiscal Year ended December 31, 2007 and December 31, 2008; (x) unaudited consolidated financial statements of each of Borrower and Encore for the Fiscal Quarters ended March 31, 2009, June 30, 2009 and September 30, 2009; provided, that such financial statements (1) shall not be required to include any information or notes required by Article 10 of Regulation S-K of the persons named Securities Act of 1933 (as amended) to be included in unaudited interim financial statements of Borrower or Encore and (2) are subject to normal year-end adjustments; (xi) any financial statements of each of Borrower and Encore for completed or pending acquisitions that may be required under Regulation S-X of the Securities Act of 1933 (as amended), except with respect to Rules 3-10 and 3-16 thereof; (xii) a pro forma consolidated balance sheet of Borrower as of September 30, 2009 and a pro forma statement of operations for the three (3) Fiscal Quarters ending on Schedule III(bsuch date, in each case adjusting such financial statements to give effect to the consummation of the Encore Merger and the financing reflected in the final joint proxy statement prospectus dated February 5, 2010 as if such transactions had occurred on such date or on the first day of such period, as applicable, prepared in accordance with Regulation S-X of the Securities Act of 1933 (as amended), except with respect to Rules 3-10 and 3-16 thereof; (xiii) as directors, officers appropriate UCC search certificates reflecting no prior Liens encumbering the properties of Borrower and managersthe other Credit Parties for the jurisdiction or formation or organization, as applicable, of each Credit Party and any other jurisdiction requested by Administrative Agent; other than those being assigned or released on or prior to the Companies effective Effective Date or Liens permitted under Section 9.3; (xiv) a copy of the articles or certificate of incorporation, certificate of organization, or comparable charter documents, and all amendments thereto, of each Credit Party accompanied by a certificate that such copy is true, correct and complete, and dated within ten (10) days of the Closing Date (or within such other period as acceptable to Administrative Agent), issued by the appropriate Governmental Authority of the jurisdiction of incorporation of each such Credit Party, and accompanied by a certificate of the Secretary or comparable Authorized Officer of each such Credit Party that such copy is true, correct and complete on the Closing Date; (xv) a copy of the bylaws, regulations or comparable charter documents, and all amendments thereto, of each Credit Party accompanied by a certificate of the Secretary or comparable Authorized Officer of each such Credit Party that such copy is true, correct and complete as of Closing Date; (xvi) certain certificates and other documents issued by the appropriate Governmental Authorities of such jurisdictions as Administrative Agent has requested (or such other evidence satisfactory to Administrative Agent) relating to the existence of each Credit Party and to the effect that each such Credit Party is in good standing with respect to the payment of franchise and similar Taxes and is duly qualified to transact business in such jurisdictions; (xvii) a certificate of incumbency of all officers of each Credit Party who will be authorized to execute or attest to any Loan Paper, dated the Closing Date, executed by the Secretary or comparable Authorized Officer of each such Credit Party; (xviii) copies of resolutions or comparable authorizations approving the Closing Transactions and Loan Papers, and authorizing the transactions contemplated by this Agreement and the other Loan Papers, duly adopted by the Board of Directors (or comparable authority) of each Credit Party accompanied by certificates of the Secretary or comparable officer of each such Credit Party that such copies are true and correct copies of resolutions duly adopted at a meeting of or (if permitted by applicable Law and, if required by such Law, by the bylaws or comparable charter documents of each such Credit Party, as applicable) by the unanimous written consent of the Board of Directors (or comparable authority) of each such Credit Party, as applicable, and that such resolutions constitute all the 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 Closing Date, together with any required amendments to the organizational documents of the Companies and filings with Governmental Entities; (iiixix) an opinion of Hunton & ▇▇▇▇▇▇▇▇ LLP as special counsel for the certificates required by Section 10.2(a) Credit Parties dated the Closing Date, favorably opining as to the enforceability of each of the Loan Papers and Section 10.2(b) hereofotherwise in form and substance satisfactory to Administrative Agent and Banks; (ivxx) affidavits executed by AREH opinions of special counsel in Mississippi, Montana, North Dakota and any of its required Affiliates that satisfy Utah, in each case for Administrative Agent dated the requirements of Section 1445 Closing Date, favorably opining as to the enforceability of the Code; andMortgages in Mississippi, Montana, North Dakota and Utah, as the case may be, and otherwise in form and substance satisfactory to Administrative Agent and Banks; (vxxi) owner’s affidavits an opinion of ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP as special counsel for the Credit Parties dated the Closing Date, favorably opining as to such matters requested by Administrative Agent and indemnities otherwise in form and substance satisfactory to Administrative Agent and Banks; (xxii) a certificate signed by an Authorized Officer of Borrower stating that (A) the forms attached to representations and warranties contained in this Agreement and the preliminary certifications other Loan Papers are true and reports on title for each parcel correct in all respects, (B) no Default or Event of Default has occurred and is continuing, (C) Borrower is in compliance with the Adjacent Real Properties covenant set forth on Exhibit H-2 attached hereto in Section 10.1 as of December 31, 2009 (and setting forth the “Adjacent Real Property Preliminary Certifications necessary calculations with respect thereto as of such date), and Reports” and, together with the ACE Real Property Preliminary Certifications (D) all conditions set forth in this Section 6.1 and Reports, the “Preliminary Certifications and Reports”).Section 6.2 have been satisfied; (cxxiii) At a solvency certificate signed by the Closing, Buyer shall deliver:Financial Officer of Borrower stating that the Credit Parties are solvent in accordance with Section 7.26; (ixxiv) to ACE Hi, immediately available funds by wire transfer to an account designated by ACE Hi no later than five (which account shall be designated in writing to Buyer at least two (25) business days prior to the Closing Date) , all documentation and other information required by any Governmental Authority under applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act, requested in an amount equal writing by Administrative Agent within a reasonable period prior to the ACE Closing Paymentsuch day; (iixxv) to AREH, immediately available funds a Certificate of Ownership Interests signed by wire transfer to an account designated by AREH Authorized Officer of Onshore and Encore Operating LP (which account shall be designated in writing to Buyer at least two (2) business days prior after giving effect to the Closing DateTransactions) in an amount equal to the AREH Closing Paymentform of Exhibit H attached hereto; (xxvi) certificates from Borrower’s insurance broker setting forth the insurance maintained by Borrower and the other Credit Parties, 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 requirements of Section 8.6; and (iiixxvii) a written commodity price risk management policy of the Credit Parties (and Administrative Agent shall have satisfactorily completed its review thereof), together with evidence reasonably satisfactory to each Seller, the certificates required by Section 10.3(a) and Section 10.3(b) hereofAdministrative Agent that such commodity price risk management policy shall have been implemented.

Closing Deliveries. At the Closing: (a) At Seller will deliver the Closing, the ACE Selling Parties shall deliver following to BuyerBuyer or its designees: (i) All consents, waivers or approvals obtained by Parent or Seller with respect to the certificatesconsummation of the transactions contemplated by this Agreement and the Ancillary Agreements, if anyto the extent specifically required hereunder and thereunder, representing the ACE Lo Equity Interests, either duly endorsed for transfer to Buyer or accompanied by appropriate duly executed limited liability interest powers or, if the ACE Lo Equity Interests are not certificated, one or more instruments of assignment in a form approved by Buyer conveying such ACE Lo Equity Interests to Buyerincluding Seller’s Required Consents; (ii) the resignations or evidence of their removal from office Counterparts of the persons named on Schedule III(a) as directorsDeeds, officers and managers, as applicable, of ACE Lo and Brighton Park Maintenance Corp., effective as of the Closing Date, together with any required amendments to the organizational documents of ACE Lo and Brighton Park Maintenance Corp. and filings with Governmental Entitiesduly executed by Seller (or its relevant Affiliate); (iii) Counterparts executed by Seller to the certificates required by Section 10.2(a) and Section 10.2(b) hereof▇▇▇▇ of Sale; (iv) affidavits Counterparts executed by ACE Hi Seller to an Assignment and any Assumption of its required Affiliates that satisfy the requirements of Pipeline Easement; (v) A FIRPTA Certificate under Section 1445 1445(b)(2) of the Code, substantially in the form of Exhibit B hereto; (vi) Counterparts executed by Seller to the Assignment of Transferred Intellectual Property Agreement; (vii) Counterparts executed by Seller to one or more Assignment and Assumption of Easement Agreements; (viii) Counterparts executed by Seller to the PJM Transition Services Agreement; (ix) Counterparts executed by Seller to the Transition Services Agreement; (x) Counterparts executed by The Dayton Power and Light Company to the Property Tax Allocation Agreement; (xi) Counterparts executed by Seller to the Assignment and Assumption of Interconnection Service Agreements; (xii) Counterparts executed by Seller to the Assignment and Assumption of Auxiliary Power Agreements; (xiii) The Records; and (vxiv) owners’ affidavits Such other deeds, bills of sale, assignments, agreements, documents, instruments and indemnities in the forms attached writings as are required to be delivered by Seller at or prior to the preliminary certification and report on title for each parcel Closing pursuant to the terms of this Agreement, including the ACE Real Properties set forth on Exhibit H-1 attached hereto (the “ACE Real Property Preliminary Certifications and Reports”certificate contemplated by Section ‎6.02(c), or as are otherwise reasonably required in connection herewith. (b) At Buyer will deliver the Closing, AREH shall deliver following to BuyerSeller or its designees: (i) The Estimated Purchase Price by wire transfer of immediately available funds to the certificates, if any, representing account or accounts specified in the AREH Subs Equity Interests, either duly endorsed for transfer to Buyer or accompanied by appropriate duly executed limited liability interest powers or, if the AREH Subs Equity Interests are not certificated, one or more instruments of assignment in a form approved by Buyer conveying such AREH Subs Equity Interests to BuyerEstimated Statement; (ii) the resignations Counterparts of the persons named on Schedule III(b) as directorsDeeds, officers and managers, as applicable, of the Companies effective as of the Closing Date, together with any required amendments to the organizational documents of the Companies and filings with Governmental Entitiesduly executed by Buyer (if required); (iii) A counterpart executed by Buyer to the certificates required by Section 10.2(a) and Section 10.2(b) hereof▇▇▇▇ of Sale; (iv) affidavits A counterpart executed by AREH Buyer to an Assignment and any Assumption of its required Affiliates that satisfy Pipeline Easement; (v) A counterpart executed by Buyer to the requirements Assignment of Section 1445 Transferred Intellectual Property Agreement; (vi) Counterparts executed by Buyer to one or more Assignment and Assumption of Easement Agreements; (vii) Counterparts executed by Buyer to the CodePJM Transition Services Agreement; (viii) Counterparts executed by Buyer to the Transition Services Agreement; (ix) Counterparts executed by Buyer to the Property Tax Allocation Agreement; (x) Counterparts executed by Buyer to the Assignment and Assumption of Interconnection Service Agreements; (xi) Counterparts executed by Buyer to the Assignment and Assumption of Auxiliary Power Agreements; and (vxii) owner’s affidavits Such other deeds, bills of sale, assignments, agreements, documents, instruments and indemnities in the forms attached writings as are required to the preliminary certifications and reports on title for each parcel of the Adjacent Real Properties set forth on Exhibit H-2 attached hereto (the “Adjacent Real Property Preliminary Certifications and Reports” and, together with the ACE Real Property Preliminary Certifications and Reports, the “Preliminary Certifications and Reports”). (c) At the Closing, Buyer shall deliver: (i) to ACE Hi, immediately available funds be delivered by wire transfer to an account designated by ACE Hi (which account shall be designated in writing to Buyer at least two (2) business days or prior to the Closing Date) in an amount equal Date pursuant to the ACE Closing Payment; (ii) to AREHterms of this Agreement, immediately available funds including the certificate contemplated by wire transfer to an account designated by AREH (which account shall be designated ‎Section 6.03(c), or as are otherwise reasonably required in writing to Buyer at least two (2) business days prior to the Closing Date) in an amount equal to the AREH Closing Payment; and (iii) to each Seller, the certificates required by Section 10.3(a) and Section 10.3(b) hereofconnection herewith.

Closing Deliveries. (a) At Administrative Agent shall have received each of the Closingfollowing documents, instruments and agreements, each of which shall be in form and substance and executed in such counterparts as shall be acceptable to Administrative Agent and each Bank and each of which shall, unless otherwise indicated, be dated the ACE Selling Parties shall deliver to BuyerClosing Date: (i) a Note payable to the certificatesorder of each Bank, if anyeach in the amount of such Bank’s Commitment, representing the ACE Lo Equity Interests, either duly endorsed for transfer to Buyer or accompanied by appropriate duly executed limited liability interest powers or, if the ACE Lo Equity Interests are not certificated, one or more instruments of assignment in a form approved by Buyer conveying such ACE Lo Equity Interests to BuyerBorrower; (ii) the resignations or evidence of their removal from office of Mortgages and Amendments to Mortgages to be executed on the persons named on Schedule III(a) as directorsClosing Date pursuant to Section 6.1(a), officers duly executed and managersdelivered by Borrower and Equity Oil, as applicable, together with such other assignments, conveyances, amendments, agreements and other writings, including, without limitation, UCC-1 and UCC-3 financing statements, in form and substance satisfactory to Administrative Agent, creating first and prior Liens in the Required Reserve Value of ACE Lo the Borrowing Base Properties; (iii) a Parent Pledge Agreement duly executed and Brighton Park Maintenance Corp.delivered by WPC together with (A) to the extent not previously delivered to Administrative Agent pursuant to the terms of the Existing Credit Agreement, effective certificates evidencing one hundred percent (100%) of the issued and outstanding Equity of Borrower and Equity Oil, which certificates shall be accompanied by stock powers executed in blank, and (B) such financing statements (duly authorized) as Administrative Agent shall request to evidence and perfect the Liens granted pursuant to such Parent Pledge Agreement; (iv) Facility Guaranties duly executed by WPC and Equity Oil; (v) such financing statements (including, without limitation, the financing statements referenced in subclauses (ii) and (iii) above) in form and substance acceptable to Administrative Agent as Administrative Agent shall specify to fully evidence and perfect all Liens contemplated by the Loan Papers (to the extent such Liens may be perfected by filing a financing statement), all of which shall be filed of record in such jurisdictions as Administrative Agent shall require in its sole discretion; (vi) a copy of the articles or certificate of incorporation, certificate of organization, or comparable charter documents, and all amendments thereto, of each Credit Party accompanied by a certificate that such copy is true, correct and complete, and dated within twenty (20) days of the Closing Date (or within such other period as acceptable to Administrative Agent), issued by the appropriate Governmental Authority of the jurisdiction of incorporation of each such Credit Party, and accompanied by a certificate of the Secretary or comparable Authorized Officer of each such Credit Party that such copy is true, correct and complete on the Closing Date; (vii) a copy of the bylaws, regulations or comparable charter documents, and all amendments thereto, of each Credit Party accompanied by a certificate of the Secretary or comparable Authorized Officer of each such Credit Party that such copy is true, correct and complete as of Closing Date; (viii) certain certificates and other documents issued by the appropriate Governmental Authorities of such jurisdictions as Administrative Agent has requested relating to the existence of each Credit Party and to the effect that each such Credit Party is in good standing with respect to the payment of franchise and similar Taxes and is duly qualified to transact business in such jurisdictions; (ix) a certificate of incumbency of all officers of each Credit Party who will be authorized to execute or attest to any Loan Paper, dated the Closing Date, executed by the Secretary or comparable Authorized Officer of each such Credit Party; (x) copies of resolutions or comparable authorizations approving the Loan Papers and authorizing the Closing Transactions and the transactions contemplated by this Agreement and the other Loan Papers, duly adopted by the Board of Directors (or comparable authority) of each Credit Party accompanied by certificates of the Secretary or comparable officer of each such Credit Party that such copies are true and correct copies of resolutions duly adopted at a meeting of or (if permitted by applicable Law and, if required by such Law, by the bylaws or comparable charter documents of each such Credit Party, as applicable) by the unanimous written consent of the Board of Directors (or comparable authority) of each such Credit Party, as applicable, and that such resolutions constitute all the 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 Closing Date, together with any required amendments to the organizational documents of ACE Lo and Brighton Park Maintenance Corp. and filings with Governmental Entities; (iiixi) an opinion of (a) ▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, special counsel for the certificates required by Section 10.2(aCredit Parties, and (b) with respect to Colorado law issues, ▇▇▇▇▇ ▇▇▇▇▇▇, General Counsel of Borrower, each dated the Closing Date, and Section 10.2(b) hereofin form and substance satisfactory to Administrative Agent and Banks; (ivxii) affidavits executed an opinion of special counsel for Administrative Agent in each of California, Colorado, Louisiana, Michigan, Montana, New Mexico, North Dakota, Oklahoma and Wyoming, each dated the Closing Date, favorably opining as to the enforceability of the applicable Mortgages and Amendments to Mortgages in each applicable State and otherwise in form and substance satisfactory to Administrative Agent and Banks; (xiii) a certificate signed by ACE Hi an Authorized Officer of Borrower stating that (a) the representations and warranties contained in this Agreement and the other Loan Papers are true and correct in all respects, and (b) no Default or Event of Default has occurred and is continuing; (xiv) a Certificate of Ownership Interests signed by an Authorized Officer of Borrower in the form of Exhibit J attached hereto; (xv) copies of all reports in Borrower’s files (or otherwise reasonably available to Borrower) pertaining to Borrower’s Mineral Interests and operations, which report(s) shall not reflect the existence of facts or circumstances which would constitute a material violation of any of its required Affiliates Applicable Environmental Law or which are likely to result in a material liability to any Credit Party; (xvi) certificates from Borrower’s insurance broker setting forth the insurance maintained by Borrower and stating that satisfy such insurance is in full force and effect, and which certificates shall evidence that such insurance complies with the requirements of Section 1445 of the Code9.6; and (vxvii) owners’ affidavits and indemnities in the forms attached to the preliminary certification and report on title for extent not previously provided, a copy of each parcel of the ACE Real Properties set forth on Exhibit H-1 attached hereto (the “ACE Real Property Preliminary Certifications and Reports”). (b) At the Closing, AREH shall deliver to Buyer: (i) the certificates, if any, representing the AREH Subs Equity Interests, either duly endorsed for transfer to Buyer or accompanied by appropriate duly executed limited liability interest powers or, if the AREH Subs Equity Interests are not certificated, one or more instruments of assignment in a form approved by Buyer conveying such AREH Subs Equity Interests to Buyer; (ii) the resignations of the persons named on Schedule III(b) as directors, officers and managers, as applicable, of the Companies effective as of the Closing DateCelero ▇▇▇▇▇▇ Acquisition Document, together with any required amendments a certificate from an Authorized Officer of Borrower certifying that such copies are accurate and complete and represent the complete understanding and agreement of the parties with respect to the organizational documents of the Companies and filings with Governmental Entities; (iii) the certificates required by Section 10.2(a) and Section 10.2(b) hereof; (iv) affidavits executed by AREH and any of its required Affiliates that satisfy the requirements of Section 1445 of the Code; and (v) owner’s affidavits and indemnities in the forms attached to the preliminary certifications and reports on title for each parcel of the Adjacent Real Properties set forth on Exhibit H-2 attached hereto (the “Adjacent Real Property Preliminary Certifications and Reports” and, together with the ACE Real Property Preliminary Certifications and Reports, the “Preliminary Certifications and Reports”)subject matter thereof. (c) At the Closing, Buyer shall deliver: (i) to ACE Hi, immediately available funds by wire transfer to an account designated by ACE Hi (which account shall be designated in writing to Buyer at least two (2) business days prior to the Closing Date) in an amount equal to the ACE Closing Payment; (ii) to AREH, immediately available funds by wire transfer to an account designated by AREH (which account shall be designated in writing to Buyer at least two (2) business days prior to the Closing Date) in an amount equal to the AREH Closing Payment; and (iii) to each Seller, the certificates required by Section 10.3(a) and Section 10.3(b) hereof.

Closing Deliveries. (a) At Administrative Agent shall have received the Closingfollowing 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 ACE Selling Parties shall deliver to BuyerEffective Date: (i) the certificates, if any, representing the ACE Lo Equity Interests, either duly endorsed for transfer to Buyer or accompanied by appropriate duly executed limited liability interest powers or, if the ACE Lo Equity Interests are not certificated, one or more instruments of assignment in a form approved by Buyer conveying such ACE Lo Equity Interests to Buyerthis Amendment; (ii) the resignations or evidence of their removal from office of the persons named on Schedule III(a) as directors, officers and managers, as applicable, of ACE Lo and Brighton Park Maintenance Corp., effective as of the Closing Date, together with any required amendments a Note payable to the organizational documents order of ACE Lo and Brighton Park Maintenance Corp. and filings with Governmental Entitieseach Lender in the amount of such Lender's Commitment, duly executed by Borrower; (iii) a Guaranty Agreement duly executed by each of Borrower's Subsidiaries who have not previously executed a guaranty of the certificates required by Section 10.2(a) and Section 10.2(b) hereofObligations, excluding DEFC; (iv) affidavits a certificate executed by ACE Hi an Authorized Officer of Borrower stating that (A) the representations and any warranties of its required Affiliates that satisfy Borrower contained in this Agreement and the requirements other Loan Documents are true and correct in all respects, (B) no Default or Event of Section 1445 Default has occurred which is continuing, and (C) all conditions set forth in this SECTION 4.1(a) and in SECTION 6.02 of the CodeCredit Agreement have been satisfied; (v) such resolutions, certificates and other documents relating to the existence of the Loan Parties, the corporate, partnership, or limited liability company authority for the execution, delivery and performance of this Agreement, the Notes, the other Loan Documents, and certain other matters relevant hereto, in form and substance satisfactory to Administrative Agent, which resolutions, certificates and documents include resolutions of the directors of each Loan Party authorizing the execution, delivery, and performance of the Loan Documents and certificates of incumbency for each Loan Party; (vi) all documents required by Administrative Agent to evidence that the Merger has occurred on or before August 25, 1998; (vii) satisfactory evidence of the consummation of the Merger and a certificate from an Authorized Officer certifying that the Merger has been consummated; and (vviii) owners’ affidavits copies of all financial statements, reports, notices, and indemnities in proxy statements sent by Borrower to its shareholders and all information filed with the forms attached Securities and Exchange Commission with respect to the preliminary certification and report on title for each parcel of the ACE Real Properties set forth on Exhibit H-1 attached hereto (the “ACE Real Property Preliminary Certifications and Reports”)Merger. (b) At the Closing, AREH shall deliver to Buyer: (i) the certificates, if any, representing the AREH Subs Equity Interests, either duly endorsed for transfer to Buyer or accompanied by appropriate duly executed limited liability interest powers or, if the AREH Subs Equity Interests are not certificated, one or more instruments of assignment in a form approved by Buyer conveying such AREH Subs Equity Interests to Buyer; (ii) the resignations of the persons named on Schedule III(b) as directors, officers and managers, as applicable, of the Companies effective as of the Closing Date, together with any required amendments to the organizational documents of the Companies and filings with Governmental Entities; (iii) the certificates required by Section 10.2(a) and Section 10.2(b) hereof; (iv) affidavits executed by AREH and any of its required Affiliates that satisfy the requirements of Section 1445 of the Code; and (v) owner’s affidavits and indemnities in the forms attached to the preliminary certifications and reports on title for each parcel of the Adjacent Real Properties set forth on Exhibit H-2 attached hereto (the “Adjacent Real Property Preliminary Certifications and Reports” and, together with the ACE Real Property Preliminary Certifications and Reports, the “Preliminary Certifications and Reports”). (c) At the Closing, Buyer shall deliver: (i) to ACE Hi, immediately available funds by wire transfer to an account designated by ACE Hi (which account shall be designated in writing to Buyer at least two (2) business days prior to the Closing Date) in an amount equal to the ACE Closing Payment; (ii) to AREH, immediately available funds by wire transfer to an account designated by AREH (which account shall be designated in writing to Buyer at least two (2) business days prior to the Closing Date) in an amount equal to the AREH Closing Payment; and (iii) to each Seller, the certificates required by Section 10.3(a) and Section 10.3(b) hereof.

Closing Deliveries. At the Closing: (a) At the Closing, the ACE Selling Parties Trango shall deliver or cause to Buyerbe delivered to Purchaser: (i) the certificates, if any, representing the ACE Lo Equity Interests, either duly endorsed for transfer to Buyer or accompanied by appropriate duly executed limited liability interest powers ortransfers in favor of Purchaser, if or such other Affiliate of Purchaser as Purchaser may designate by written notice to Everest in accordance with Section 2.15 at least five Business Days prior to the ACE Lo Equity Interests are not certificatedClosing Date, one in respect of the Acquired Everest Shares together with either the share certificates for the Acquired Everest Shares or more instruments of assignment an indemnity in a form approved to be agreed by Buyer conveying such ACE Lo Equity Interests Trango and Purchaser in relation to Buyerthe share certificates for the Acquired Everest Shares; (ii) the resignations or evidence of their removal from office certificates required to be delivered pursuant to Section 8.2(g)(i) and Section 8.2(g)(iii); (iii) a counterpart signature page to the Transition Services Agreement, duly executed by Trango; (iv) a counterpart signature page to the Colocation Services Agreement Amendment, duly executed by Trango; (v) a counterpart signature page to each of the persons named on Schedule III(aColocation Services Order Amendments, duly executed by Trango; (vi) a counterpart signature page to the Investor Rights Agreement, duly executed by Trango, Trango Holdco and ▇▇▇▇▇▇▇ ▇▇▇▇▇; (vii) a counterpart signature page to the Everest Escrow Agreement, duly executed by Trango; (viii) resignations, substantially in the form attached hereto as directors, officers and managers, as applicable, of ACE Lo and Brighton Park Maintenance Corp.Exhibit J, effective as of the Closing Date, of the directors of each of Everest and its Subsidiaries, in each case, requested by Purchaser at least five Business Days in advance of the Closing; (ix) copies of notices from Everest to the Everest Redeemed Holders informing them of the Everest Redemption; and (x) a copy of the minutes of a duly held meeting of the board of directors of Everest authorising the transfer of Everest A Shares to the Purchaser. (b) The Olympus Sellers’ Representatives shall, and each Olympus Seller shall cause the Olympus Sellers Representatives to, deliver or cause to be delivered to Purchaser (provided, that in the case of Section 2.7(b)(i) only, such delivery shall be made by Olympus (and not the Olympus Sellers’ Representatives or any Olympus Seller)): (i) duly executed transfers in favor of Purchaser, or such other Affiliate of Purchaser as Purchaser may designate by written notice to Olympus in accordance with Section 2.15 at least five Business Days prior to the Closing Date, in respect of the Acquired Olympus Shares (other than the Dragged Olympus Equityholders) and the Acquired Olympus Z Shares, together with any required amendments either the share certificates for the Acquired Olympus Shares (other than the Dragged Olympus Shares) and the Acquired Olympus Z Shares or an indemnity, in customary form, in relation to the organizational documents share certificates for the Acquired Olympus Shares (other than the Dragged Olympus Equityholders) and the Acquired Olympus Z Shares; (ii) transfers in favor of ACE Lo and Brighton Park Maintenance Corp. and filings Purchaser, or such other Affiliate of Purchaser as Purchaser may designate by written notice to Olympus at least five Business Days prior to the Closing Date, in respect of the Dragged Olympus Shares duly executed in accordance with Governmental Entitiesthe power of attorney in Article 28 of the Olympus Articles of Association; (iii) duly executed powers of attorney in a form to be agreed by Olympus and Purchaser granted by each Olympus Seller in favor of Purchaser in respect of the certificates required voting rights in the Acquired Olympus Shares held by Section 10.2(a) the Olympus Sellers and Section 10.2(b) hereofthe Acquired Olympus Z Shares held by Olympus in its capacity as trustee of the DESOP Trust; (iv) affidavits executed by ACE Hi the certificates required to be delivered pursuant to Section 8.2(g)(ii) and any of its required Affiliates that satisfy the requirements of Section 1445 of the Code; and8.2(g)(iv); (v) owners’ affidavits and indemnities resignations, substantially in the forms attached to the preliminary certification and report on title for each parcel of the ACE Real Properties set forth on Exhibit H-1 form attached hereto (the “ACE Real Property Preliminary Certifications and Reports”). (b) At the Closingas Exhibit J, AREH shall deliver to Buyer: (i) the certificates, if any, representing the AREH Subs Equity Interests, either duly endorsed for transfer to Buyer or accompanied by appropriate duly executed limited liability interest powers or, if the AREH Subs Equity Interests are not certificated, one or more instruments of assignment in a form approved by Buyer conveying such AREH Subs Equity Interests to Buyer; (ii) the resignations of the persons named on Schedule III(b) as directors, officers and managers, as applicable, of the Companies effective as of the Closing Date, together with any required amendments of the directors of each of Olympus and its Subsidiaries, in each case, requested by Purchaser at least five Business Days in advance of the Closing; (vi) a counterpart signature page to the organizational documents Olympus Escrow Agreement, duly executed by the Olympus Sellers’ Representatives; (vii) where applicable, a copy of a letter from each Olympus Seller to Olympus informing Olympus that it has ceased to be a Registrable RLE/PSC on the Closing Date; (viii) a copy of a resolution of the Companies board of directors of Olympus, dated prior to the date of this Agreement, approving the terms of this Agreement in so far as they relate to Olympus, including consummation of the sale of the Acquired Olympus Shares; and (ix) as evidence of the authority of each person executing a document referred to in this Section 2.7(b) on behalf of an Olympus Seller or the Olympus Sellers’ Representative, a copy of any power of attorney conferring the authority, substantially in the form set out in Exhibit K. (c) Purchaser shall: (i) (A) pay to Trango, in cash by wire transfer of immediately available funds, Trango’s portion of the Closing Cash Consideration, (B) pay to Trango Holdco, in cash by wire transfer of immediately available funds, Trango Holdco’s portion of the Closing Cash Consideration and filings (C) deposit (1) with Governmental Entitiesthe Exchange Agent, pursuant to Section 2.8(a), the Non-Trango Equityholders’ aggregate portion of the Closing Cash Consideration (except for that portion of the Closing Cash Consideration attributable to the Dragged Olympus Equityholders) (for onward distribution by the Exchange Agent as applicable to the Non-Trango Equityholders) and (2) into such bank account of Olympus as Olympus notifies in writing to Purchaser no later than five Business Days prior to Closing, the Dragged Olympus Equityholders’ aggregate proportion of the Closing Cash Consideration (for onward distribution by Olympus, acting as trustee for the Dragged Olympus Equityholders in accordance with Article 28 of the Olympus Articles of Association, as applicable to the Dragged Olympus Equityholders), in the case of each of clauses (A), (B) and (C), as set forth in the Everest Funds Flow or Olympus Funds Flow, as applicable; (ii) (A) deliver to a book entry account in the name of a broker-dealer designated by Trango, to hold on Trango’s behalf, Trango’s portion of the Closing Share Consideration, in book-entry form (along with evidence in the books and records maintained by the transfer agent for the Purchaser Common Stock reflecting the ownership of such shares of Purchaser Common Stock), (B) deliver to a book entry account in the name of a broker-dealer designated by Trango Holdco, to hold on Trango Holdco’s behalf, Trango Holdco’s portion of the Closing Share Consideration, in book-entry form (along with evidence in the books and records maintained by the transfer agent for the Purchaser Common Stock reflecting the ownership of such shares of Purchaser Common Stock) and (C) deposit with the Exchange Agent, pursuant to Section 2.8(a), evidence of book-entry shares constituting the Eligible Non-Trango Equityholders’ aggregate portion of the Closing Share Consideration (for onward distribution in book-entry form by the Exchange Agent as applicable to the Eligible Non-Trango Equityholders), in each case as set forth in the Everest Funds Flow or Olympus Funds Flow, as applicable; (iii) in accordance with Section 2.3(f), pay to Everest, in order for Everest and its Subsidiaries to pay to each Everest Redeemed Holder and Everest Seller, the certificates required by amount set forth opposite such holder’s name on the Everest Awards Statement, subject to the provisions of Section 10.2(a2.3(f) and Section 10.2(b) hereofof the Disclosure Schedule; (iv) affidavits executed by AREH in accordance with Section 2.3(g), pay to Olympus, in order for Olympus and any of its required Affiliates that satisfy Subsidiaries to pay to each Olympus Redeemed Holder, the requirements of Section 1445 of Olympus Redemption Closing Amount set forth opposite such holder’s name on the Code; andOlympus Awards Statement; (v) owner’s affidavits pay on behalf of Everest and indemnities its Subsidiaries, in the forms attached to the preliminary certifications and reports on title for each parcel of the Adjacent Real Properties set forth on Exhibit H-2 attached hereto (the “Adjacent Real Property Preliminary Certifications and Reports” and, together with the ACE Real Property Preliminary Certifications and Reports, the “Preliminary Certifications and Reports”). (c) At the Closing, Buyer shall deliver: (i) to ACE Hi, immediately available funds cash by wire transfer of immediately available funds, the Estimated Unpaid Everest Expenses (other than any such amounts paid in accordance with Section 2.7(c)(iii)) in accordance with the invoices, written instructions or other documents evidencing such amounts delivered to an account designated by ACE Hi (which account shall be designated in writing to Buyer Purchaser at least two (2) business days three Business Days prior to the Closing Date) in an amount equal to the ACE Closing Payment; (iivi) to AREHpay on behalf of Olympus and its Subsidiaries, immediately available funds in cash by wire transfer of immediately available funds, the Estimated Unpaid Olympus Expenses (other than any such amounts paid in accordance with Section 2.7(c)(iv)) in accordance with the invoices, written instructions or other documents evidencing such amounts delivered to an account designated by AREH (which account shall be designated in writing to Buyer Purchaser at least two (2) business days three Business Days prior to the Closing Date; (vii) in an amount equal deliver to the AREH Closing PaymentEscrow Agent (A) the Everest Retained Cash Amount in immediately available funds and the Everest Retained Shares in book-entry form (such delivery to be in satisfaction of Purchaser’s obligation pursuant to Section 2.5(a)) and (B) the deferred consideration comprising the Olympus Deferred Cash Amount in immediately available funds and the Olympus Deferred Shares in book-entry form (such delivery to be in satisfaction of Purchaser’s obligation pursuant to Section 2.5(b)); (viii) pay to the Olympus Sellers’ Representatives, in cash by wire transfer of immediately available funds, the Olympus Seller Expense Amount into an account designated by the Olympus Sellers’ Representatives, for purposes of satisfying costs, expenses and/or liabilities incurred on behalf of the Olympus Sellers and otherwise in accordance with this Agreement (such payment to be in satisfaction of Purchaser’s obligation pursuant to Section 11.16(g)); (ix) deliver to Olympus in its capacity as trustee of the DESOP Trust an undertaking to pay £1 to Olympus in full satisfaction of its obligation to pay the Z Share Consideration; (x) deliver to Trango and the Olympus Sellers’ Representatives the certificate required to be delivered pursuant to Section 8.3(d); (xi) deliver to Trango a counterpart signature page to the Transition Services Agreement, duly executed by Purchaser; (xii) deliver to Trango a counterpart signature page to the Investor Rights Agreement, duly executed by Purchaser; (xiii) deliver to Trango a counterpart signature page to the Everest Escrow Agreement, duly executed by Purchaser and the Escrow Agent; (xiv) deliver to Olympus Sellers’ Representatives a counterpart signature page to the Olympus Escrow Agreement, duly executed by Purchaser and the Escrow Agent; and (iiixv) deliver to each SellerTrango and the Olympus Sellers’ Representatives a copy of the R&W Insurance Policy, duly executed by (A) Purchaser or an Affiliate of Purchaser and (B) the certificates insurer thereunder, along with evidence that the applicable premium and all other amounts required by Section 10.3(a) under the R&W Insurance Policy to be paid on or prior to the Closing have been paid and Section 10.3(b) hereofall conditions thereunder have been satisfied.

Closing Deliveries. (a) At or prior to the Closing, and effective as of the ACE Selling Effective Time, the Parties shall will execute and deliver to Buyerone another each of the following documents and instruments to further evidence the transactions contemplated by this Agreement: (i) the certificatesa special warranty deed conveying each parcel of real property described in Section 1.1(a) from Enovation to Newco, if any, representing the ACE Lo Equity Interests, either duly endorsed for transfer to Buyer or accompanied by appropriate duly executed limited liability interest powers or, if the ACE Lo Equity Interests are not certificated, one or more instruments of assignment in a form approved by Buyer conveying such ACE Lo Equity Interests to BuyerEnovation; (ii) endorsed vehicle titles conveying the resignations or evidence of their removal Titled Vehicles described in Section 1.1(c) from office of the persons named on Schedule III(a) as directorsEnovation to Newco, officers and managers, as applicable, of ACE Lo and Brighton Park Maintenance Corp., effective as of the Closing Date, together with any required amendments to the organizational documents of ACE Lo and Brighton Park Maintenance Corp. and filings with Governmental Entitiesduly executed by Enovation; (iii) an Assignment of Contracts assigning the certificates required Assigned Contracts from Enovation to Newco, duly executed by Section 10.2(a) and Section 10.2(b) hereofeach of the Parties; (iv) affidavits an Assignment of Patents and Patent Applications conveying the Patent Rights listed on Schedule 1.1(g) from Enovation to Newco, duly executed by ACE Hi and any of its required Affiliates that satisfy the requirements of Section 1445 each of the CodeParties; (v) an Assignment of Trademarks conveying the Trademark Rights listed on Schedule 1.1(h) from Enovation to Newco, duly executed by each of the Parties; (vi) with respect to any Assigned Securities that are certificated, the certificates representing such Assigned Securities duly endorsed in blank by Enovation or accompanied by stock or equity interest transfer powers duly executed in blank by Enovation; (vii) with respect to any Assigned Securities that are not certificated, an Assignment of Equity Interests conveying such Assigned Securities from Enovation to Newco, duly executed by Enovation; (viii) a B▇▇▇ of Sale conveying the other Assets from Enovation to Newco, duly executed by Enovation; and (vix) owners’ affidavits and indemnities in an Assignment of Liabilities, assigning the forms attached Assumed Liabilities from Enovation to the preliminary certification and report on title for Newco, duly executed by each parcel of the ACE Real Properties set forth on Exhibit H-1 attached hereto (the “ACE Real Property Preliminary Certifications and Reports”)Parties. (b) At the Closing, AREH shall deliver to Buyer: (i) the certificates, if any, representing the AREH Subs Equity Interests, either duly endorsed for transfer to Buyer or accompanied by appropriate duly executed limited liability interest powers or, if the AREH Subs Equity Interests are not certificated, one or more instruments of assignment in a form approved by Buyer conveying such AREH Subs Equity Interests to Buyer; (ii) the resignations of the persons named on Schedule III(b) as directors, officers and managers, as applicable, of the Companies effective as of the Closing Date, together with any required amendments to the organizational documents of the Companies and filings with Governmental Entities; (iii) the certificates required by Section 10.2(a) and Section 10.2(b) hereof; (iv) affidavits executed by AREH and any of its required Affiliates that satisfy the requirements of Section 1445 of the Code; and (v) owner’s affidavits and indemnities in the forms attached to the preliminary certifications and reports on title for each parcel of the Adjacent Real Properties set forth on Exhibit H-2 attached hereto (the “Adjacent Real Property Preliminary Certifications and Reports” and, together with the ACE Real Property Preliminary Certifications and Reports, the “Preliminary Certifications and Reports”). (c) At the Closing, Buyer shall deliver: (i) to ACE Hi, immediately available funds by wire transfer to an account designated by ACE Hi (which account shall be designated in writing to Buyer at least two (2) business days prior to the Closing Date) in an amount equal to the ACE Closing Payment; (ii) to AREH, immediately available funds by wire transfer to an account designated by AREH (which account shall be designated in writing to Buyer at least two (2) business days prior to the Closing Date) in an amount equal to the AREH Closing Payment; and (iii) to each Seller, the certificates required by Section 10.3(a) and Section 10.3(b) hereof.

Closing Deliveries. Prior to, or concurrently with, the execution of this Amendment, the Borrowers shall: (a) At execute and deliver to the ClosingAgent a fully executed Borrower Assumption Agreement in the form of Exhibit A attached hereto; (b) execute and deliver to each Lender that has requested a Revolving Note, a new or replacement Revolving Note, as applicable, in the amount specified in Schedule 1 to the Credit Agreement (after giving effect to this Amendment); (c) cause each Loan Party party to the Pledge Agreement to execute and deliver to the Agent, for the benefit of the Lenders, an Amended and Restated Pledge Agreement, in form and substance satisfactory to the Agent, with respect to the Pledged Securities; (d) cause any Person that owns any Equity Interests in Ramaco Coal, LLC to (i) execute and deliver to the Agent, for the benefit of the Lenders, appropriate transfer powers for each of the Pledged Securities of Ramaco Coal, LLC that are certificated, and (ii) deliver to the Agent, for the benefit of the Lenders, the ACE Selling Parties shall Pledged Securities (to the extent such Pledged Securities are certificated) of Ramaco Coal, LLC; (e) cause Ramaco Coal, LLC to deliver to Buyer:the Agent an officer’s certificate certifying the names of the officers of such Person that are authorized to sign the Loan Documents, together with the true signatures of such officers and certified copies of (i) the resolutions of the board of directors (or comparable documents) of such Person evidencing approval of the execution, delivery and performance of this Amendment and any other Loan Documents required in connection herewith, and (ii) the organizational documents of such Person; (f) deliver to the Agent certified copies of the resolutions of the board of directors (or comparable documents) of each Borrower evidencing approval of the execution, delivery and performance of this Amendment and any other Loan Documents required in connection herewith; (g) deliver to the Agent a full force and effect or good standing certificate (or comparable document, if neither certificate is available in the applicable jurisdiction), as the case may be, for each Borrower, issued on or about the date hereof by the Secretary of State in the state such entity is formed; (h) deliver to the Agent accurate and complete copies of any Lien, pending suit, title and other public record searches required by the Agent; (i) deliver to the certificatesAgent an executed legal opinion of ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ PLLC, if anyin form and substance satisfactory to the Agent, representing which shall cover such matters incident to the ACE Lo Equity Intereststransactions contemplated by this Amendment, either duly endorsed for transfer to Buyer or accompanied by appropriate duly executed limited liability interest powers or, if and the ACE Lo Equity Interests are not certificated, one or more instruments of assignment in a form approved by Buyer conveying such ACE Lo Equity Interests to Buyerother Loan Documents as the Agent may reasonably require; (iij) execute and deliver to the resignations or evidence Agent a letter of their removal from office direction authorizing the Agent, on behalf of the persons named on Schedule III(a) as directorsLenders, officers and managers, as applicable, of ACE Lo and Brighton Park Maintenance Corp., effective as to disburse the proceeds of the Closing DateLoans on the date hereof, together which letter of direction includes the authorization to pay the fees and expenses owing by the Borrowers in connection with any required amendments this Amendment and the wire instructions that set forth the locations to the organizational documents of ACE Lo and Brighton Park Maintenance Corp. and filings with Governmental Entitieswhich such funds shall be sent; (iiik) deliver to the Agent certificates required by Section 10.2(a) of insurance on ▇▇▇▇▇ 25 and Section 10.2(b) hereof27 or 28 form and proof of endorsements satisfactory to the Agent (which proof of endorsement may be provided within a reasonable time after closing of this Amendment as long as such certificates of insurance, satisfactory to the Agent, are provided to the Agent prior to closing), providing for adequate personal property and liability insurance for Ramaco Coal, LLC, with the Agent listed as lender’s loss payee and additional insured, as appropriate; (ivl) affidavits executed deliver to each Lender, at least three (3) Business Days prior to the date hereof, all documentation and other information requested by ACE Hi any such Lender required by bank regulatory authorities under applicable “know your customer” and any of its required Affiliates that satisfy anti-money laundering rules and regulations requested at least five (5) Business Days prior to the requirements of Section 1445 of date hereof, including, without limitation, the CodeUSA PATRIOT Act and Beneficial Ownership Regulations; and (vm) owners’ affidavits and indemnities in the forms attached deliver to the preliminary certification and report on title for each parcel of the ACE Real Properties set forth on Exhibit H-1 attached hereto (the “ACE Real Property Preliminary Certifications and Reports”). (b) At the Closing, AREH shall deliver to Buyer: (i) the certificates, if any, representing the AREH Subs Equity Interests, either duly endorsed for transfer to Buyer or accompanied by appropriate duly executed limited liability interest powers or, if the AREH Subs Equity Interests are not certificated, one or more instruments of assignment in a form approved by Buyer conveying such AREH Subs Equity Interests to Buyer; (ii) the resignations of the persons named on Schedule III(b) as directors, officers and managers, as applicable, of the Companies effective as of the Closing Date, together with any required amendments Agent evidence that Investec Bank PLC has consented to the organizational documents of the Companies and filings transactions contemplated hereby with Governmental Entities; (iii) the certificates required by Section 10.2(a) and Section 10.2(b) hereof; (iv) affidavits executed by AREH and any of its required Affiliates that satisfy the requirements of Section 1445 of the Code; and (v) owner’s affidavits and indemnities in the forms attached respect to the preliminary certifications and reports on title for each parcel of the Adjacent Real Properties set forth on Exhibit H-2 attached hereto (the “Adjacent Real Property Preliminary Certifications and Reports” and, together with the ACE Real Property Preliminary Certifications and Reports, the “Preliminary Certifications and Reports”)Permitted ▇▇▇▇▇ Acquisition Indebtedness. (c) At the Closing, Buyer shall deliver: (i) to ACE Hi, immediately available funds by wire transfer to an account designated by ACE Hi (which account shall be designated in writing to Buyer at least two (2) business days prior to the Closing Date) in an amount equal to the ACE Closing Payment; (ii) to AREH, immediately available funds by wire transfer to an account designated by AREH (which account shall be designated in writing to Buyer at least two (2) business days prior to the Closing Date) in an amount equal to the AREH Closing Payment; and (iii) to each Seller, the certificates required by Section 10.3(a) and Section 10.3(b) hereof.

Closing Deliveries. (a) At the Closing, the ACE Selling Parties Closing Seller shall deliver to BuyerPurchaser: (i) a special warranty deed (the “Deed”) executed by Seller and acknowledged in the form annexed hereto as Exhibit 2 (and any other instruments necessary to record the Deed); (ii) the Assignment and Assumption of the Service Contracts (as designated by Purchaser and any permitted replacements or renewals thereof as approved by Purchaser) executed by Seller in the form annexed hereto as Exhibit 3. (iii) an Assignment and Assumption of Licenses, Permits, Guarantees and Warranties executed by Seller in the form annexed hereto as Exhibit 4; (iv) if Purchaser elects to assume any of the Service Contracts not terminated by Seller, notice to the service contractors executed by Seller in the form annexed hereto as Exhibit 5; (v) duplicate originals, or if duplicate originals are not available, copies of the Service Contracts which Purchaser elects to assume; (vi) unless maintained at the Premises, (a) all licenses and permits, authorizations and approvals pertaining to the Premises in Seller’s possession or control (b) the Guarantees and Warranties in Seller’s possession or control; (c) all maintenance and operation files, manuals, books and records and plans, specifications and drawings relating to the Premises in Seller’s possession or control; (vii) payment of any broker’s commission incurred by Seller in connection with the Closing; (viii) any and all other deliveries required pursuant to this Contract; (ix) duly executed certificate of Seller in the applicable form set forth in Treasury Regulations §1.1445-2(b)(2) and any additional certificates required under state or local law; (x) the transfer tax return(s) executed by Seller; (xi) a ▇▇▇▇ of Sale, executed by Seller in the form of Exhibit 6 annexed hereto; (xii) keys, combinations and codes to all locks and security devices to the Premises; (xiii) evidence of Seller’s organizational authority reasonably satisfactory to the Title Company; (xiv) any CCR estoppel certificate(s) in accordance with Section 6 above; (xv) Letters addressed to the architects, engineers, surveyors and other consultants and professionals who prepared any of the Plans authorizing such persons to deliver to Purchaser upon request any of such documents in their possession or control; provided that Seller makes no representation or warranty that any such person shall be willing to provide any such documents to Purchaser or whether or not any charge shall be levied by such person if provided; (xvi) Execution and delivery of the Option Agreement; and (xvii) Copies of the Condominium Documents, or to the extent not previously executed by Seller, execution and delivery thereof. (b) At Closing Purchaser shall deliver to Seller: (i) the certificates, if any, representing balance of the ACE Lo Equity Interests, either duly endorsed for transfer to Buyer or accompanied by appropriate duly executed limited liability interest powers or, if the ACE Lo Equity Interests are not certificated, one or more instruments of assignment Purchase Price as provided in a form approved by Buyer conveying such ACE Lo Equity Interests to BuyerSection 3 hereof; (ii) the resignations or evidence of their removal from office Assignment and Assumption of the persons named on Schedule III(a) Service Contracts executed by Purchaser in the form annexed hereto as directors, officers and managers, as applicable, of ACE Lo and Brighton Park Maintenance Corp., effective as of the Closing Date, together with any required amendments to the organizational documents of ACE Lo and Brighton Park Maintenance Corp. and filings with Governmental EntitiesExhibit 3; (iii) the certificates required Assignment and Assumption of the Service Contracts (as designated by Section 10.2(aPurchaser and any permitted replacements or renewals thereof as approved by Purchaser) and Section 10.2(b) hereofexecuted by Seller in the form annexed hereto as Exhibit 3; (iv) affidavits notice to the service contractors in the form annexed hereto executed by ACE Hi Purchaser in the form annexed hereto as Exhibit 5; (v) transfer tax return(s) executed by Purchaser; (vi) evidence of Purchaser’s organizational authority reasonably satisfactory to the Title Company; (vii) execution and any of its required Affiliates that satisfy the requirements of Section 1445 delivery of the CodeOption Agreement; and (vviii) owners’ affidavits and indemnities in the forms attached to the preliminary certification and report on title for each parcel of the ACE Real Properties set forth on Exhibit H-1 attached hereto (the “ACE Real Property Preliminary Certifications and Reports”). (b) At the Closing, AREH shall deliver to Buyer: (i) the certificates, if any, representing the AREH Subs Equity Interests, either duly endorsed for transfer to Buyer or accompanied by appropriate duly executed limited liability interest powers or, if the AREH Subs Equity Interests are not certificated, one or more instruments of assignment in a form approved by Buyer conveying such AREH Subs Equity Interests to Buyer; (ii) the resignations of the persons named on Schedule III(b) as directors, officers and managers, as applicable, of the Companies effective as of the Closing Date, together with any required amendments to the organizational documents of the Companies and filings with Governmental Entities; (iii) the certificates extent reasonably required by Section 10.2(a) and Section 10.2(b) hereof; (iv) affidavits executed by AREH and any of its required Affiliates that satisfy the requirements of Section 1445 of the Code; and (v) owner’s affidavits and indemnities in the forms attached to the preliminary certifications and reports on title for each parcel of the Adjacent Real Properties set forth on Exhibit H-2 attached hereto (the “Adjacent Real Property Preliminary Certifications and Reports” and, together with the ACE Real Property Preliminary Certifications and Reports, the “Preliminary Certifications and Reports”). (c) At the Closing, Buyer shall deliver: (i) to ACE Hi, immediately available funds by wire transfer to an account designated by ACE Hi (which account shall be designated in writing to Buyer at least two (2) business days prior to the Closing Date) in an amount equal to the ACE Closing Payment; (ii) to AREH, immediately available funds by wire transfer to an account designated by AREH (which account shall be designated in writing to Buyer at least two (2) business days prior to the Closing Date) in an amount equal to the AREH Closing Payment; and (iii) to each Seller, the certificates required by Section 10.3(a) and Section 10.3(b) hereofexecution of appropriate Condominium Documents.

Closing Deliveries. (a) At the Closing, the ACE Selling Parties Seller shall deliver to Buyer:Acquirer the following (the "Seller Closing Deliveries"): (i) the certificates, if any, certificate(s) representing the ACE Lo Equity Membership Interests, either duly endorsed for transfer to Buyer in blank or accompanied by appropriate stock powers duly executed limited liability interest powers orin blank by the registered holder or holders thereof, if as of the ACE Lo Equity Interests are not certificated, one or more instruments of assignment in a form approved by Buyer conveying such ACE Lo Equity Interests to BuyerClosing Date and bearing any required legend; (ii) copies of all documents evidencing the resignations or evidence of their removal from office ownership by Pacific LLC International SA de CV of the persons named on Schedule III(aProperty; (iii) the articles of incorporation of Pacific LLC, its shareholder register, and all minutes and resolutions of its board of directors; (iv) the Operating Agreement of Pacific LLC, certified by the Secretary of Pacific LLC as directorsof the Closing Date; (v) resolutions of the board of directors and unanimous consent of the members of Pacific LLC approving this Agreement and the transactions contemplated hereby, officers and managerscertified by the Secretary of Pacific LLC as of the Closing Date; (vi) an incumbency certificate, as applicable, of ACE Lo and Brighton Park Maintenance Corp., effective dated as of the Closing Date, together with any required amendments in form reasonably satisfactory to Acquirer, executed by the organizational documents Secretary of ACE Lo and Brighton Park Maintenance Corp. and filings with Governmental EntitiesPacific LLC; (iiivii) the certificates required by Section 10.2(a) and Section 10.2(b) hereof; (iv) affidavits executed by ACE Hi and any copies of its required Affiliates that satisfy the requirements of Section 1445 an appraisal report of the CodeProperty completed in April 2003 by the registered public officer in the State of Guerrero; and (viii) ▇ ▇▇▇▇l opinion from Baker and McKenzie in the form ▇▇▇▇▇hed he▇▇▇▇ ▇▇ EXHIBIT 7 setting forth standard opinions for a transaction of this type including but not limited to: (i) marketable title to the Property, free and clear of any liens, restrictions or encumbrances of any kind, except Permitted Encumbrances; (ii) valid existence of Seller, Pacific LLC and Pacific S.A.; (iii) legal authority of Seller to enter into this Agreement, (iv) valid existence of the Lease, and (v) owners’ affidavits and indemnities in the forms attached to the preliminary certification and report on title for each parcel of the ACE Real Properties set forth on Exhibit H-1 attached hereto (the “ACE Real Property Preliminary Certifications and Reports”).no pending or threatened litigation against Seller, Pacific LLC or Pacific S.A., and (b) At the Closing, AREH Acquirer shall deliver to Buyer:Seller the following (the "Acquirer Closing Deliveries"): (i) an Amended and Restated Advisory Agreement between Acquirer and Advisor acceptable to Seller, in its sole and absolute discretion, pursuant to which a non-affiliated designee of Seller shall either be appointed managing member of the certificates, if any, representing the AREH Subs Equity Interests, either duly endorsed for transfer to Buyer or accompanied by appropriate duly executed limited liability interest powers Advisor or, if such appointment can not be made, Acquirer shall engage a replacement Advisor pursuant to a new Advisory Agreement acceptable to the AREH Subs Equity Interests are not certificatedSeller, one or more instruments of assignment in a form approved by Buyer conveying such AREH Subs Equity Interests to Buyerit sole and absolute discretion; (ii) the resignations certificates(s) representing 65,000 shares of Series B Convertible Preferred Stock of the persons named on Schedule III(b) Acquirer, along with appropriate stock powers and documents required for transfer, duly executed by the President and Secretary of Acquirer as directors, officers and managers, as applicable, of the Companies effective Closing Date and bearing any required legend; (iii) resolutions of the board of directors of Acquirer approving this Agreement and the transactions contemplated hereby, certified by the Secretary of Acquirer as of the Closing Date; (iv) an incumbency certificate, dated as of the Closing Date, together with any required amendments in form reasonably satisfactory to Seller, executed by the organizational documents Secretary of the Companies and filings with Governmental EntitiesAcquirer; (iiiv) a fully executed Pledge Agreement, in the certificates required by Section 10.2(aform attached hereto as EXHIBIT 1 (vi) and Section 10.2(b) hereofa fully executed Registration Rights Agreement, in the form attached hereto as EXHIBIT 2; (ivvii) affidavits a fully executed by AREH and any Series B Preferred Stock Certificate of its required Affiliates Designations, in the form attached hereto as EXHIBIT 3, with evidence satisfactory to Seller that satisfy such Certificate of Designations has been filed with the requirements Secretary of Section 1445 State of the CodeState of Maryland; and (vviii) owner’s affidavits and indemnities a fully executed Consulting Agreement with Razor Capital Consultants as set forth in the forms attached to the preliminary certifications and reports on title for each parcel of the Adjacent Real Properties set forth on Exhibit H-2 Consulting Agreement attached hereto (the “Adjacent Real Property Preliminary Certifications and Reports” and, together with the ACE Real Property Preliminary Certifications and Reports, the “Preliminary Certifications and Reports”). (c) At the Closing, Buyer shall deliver: (i) to ACE Hi, immediately available funds by wire transfer to an account designated by ACE Hi (which account shall be designated in writing to Buyer at least two (2) business days prior to the Closing Date) in an amount equal to the ACE Closing Payment; (ii) to AREH, immediately available funds by wire transfer to an account designated by AREH (which account shall be designated in writing to Buyer at least two (2) business days prior to the Closing Date) in an amount equal to the AREH Closing Payment; and (iii) to each Seller, the certificates required by Section 10.3(a) and Section 10.3(b) hereof.Exhibit 5

Closing Deliveries. At or prior to the Closing: (a) At the Closing, the ACE Selling Parties shall deliver to BuyerThe Purchaser shall: (i) deliver (A) the certificatesEscrow Shares to the Escrow Share Agent to be held pursuant to the Escrow Share Agreement, if any, representing (B) the ACE Lo Equity Interests, either duly endorsed for transfer Cash Escrow Amount to Buyer or accompanied by appropriate duly executed limited liability interest powers or, if the ACE Lo Equity Interests are not certificated, one or more instruments of assignment in a form approved by Buyer conveying such ACE Lo Equity Interests Cash Escrow Agent to Buyerbe held pursuant to the Cash Escrow Agreement; (ii) pay the resignations or evidence of their removal from office Aggregate Estimated Cash Consideration and deliver the Aggregate Closing Payment Shares (other than amounts delivered to the Escrow Share Agent and Cash Escrow Agent in Section 2.6(a)(i) above), in each case, to such Sellers and Optionholders, in such amounts and (in the case of the persons named on Schedule III(aAggregate Estimated Cash Consideration) to such accounts as directorsare set forth across from each such Seller’s or Optionholder’s name in the Payment Notice or, officers and managersto the extent necessary to comply with applicable Law in respect of the Optionholders, the Freedom Powersports or FPS Real Estate, as applicable, to be distributed in an ordinary or special payroll; (iii) deliver to the Sellers’ Representative a counterpart signature page to the Escrow Share Agreement, duly executed by the Purchaser and the Escrow Share Agent; (iv) deliver to the Sellers’ Representative a counterpart signature page to the Cash Escrow Agreement, duly executed by the Purchaser and the Cash Escrow Agent; (v) deliver to the Sellers’ Representative the counterpart signature page to each of ACE Lo the Registration Rights and Brighton Park Maintenance Corp.Lock-Up Agreement, duly executed by the Purchaser; (vi) deliver to the Sellers’ Representative a certificate signed by an authorized officer of the Purchaser stating that the conditions specified in Section 9.3(a) and Section 9.3(b) have been satisfied. (b) The Sellers shall deliver (or cause to be delivered) to the Purchaser each of the following (each in a form and substance reasonably satisfactory to the Purchaser): (i) assignments of membership interests or other applicable instruments of assignment, in each case, with respect to the Transferred Equity Interests; (ii) a certificate of good standing (or equivalent thereof), dated not more than ten (10) days prior to the Closing Date, with respect to each Acquired Company, issued by the appropriate government official of such Acquired Company’s jurisdiction of organization or formation; (iii) an IRS Form W-9 executed by each Seller and Optionholder; (iv) with respect to each Seller and Optionholder, an executed certificate pursuant to Treasury Regulations Section 1.1445-2(b) and Code Section 1446(f) and applicable Treasury Regulations in form and substance reasonably satisfactory to the Purchaser and certifying that no withholding is required pursuant to Sections 1445 and 1446 of the Code, as applicable; (v) a counterpart signature page to the Escrow Share Agreement, duly executed by the Sellers’ Representative; (vi) a counterpart signature page to the Cash Escrow Agreement, duly executed by the Sellers’ Representative; (vii) a counterpart signature page to each of the Registration Rights and Lock-Up Agreement, duly executed by the Sellers and each Optionholder; (viii) evidence that each Related Party Transaction (other than those set forth on Schedule 2.6(b)(viii)) has been terminated as of the Closing Date with no further liability or other Losses to the Purchaser or any Acquired Company, including without limitation the Management Agreement; (ix) written resignations (in each case, effective as of the Closing) of each manager, director or officer of the Acquired Companies set forth on Schedule 2.6(b)(ix), duly executed by each such Person; (x) a certificate signed by the Sellers stating that the conditions specified in Section 9.2(a), Section 9.2(b) and Section 9.2(c) have been satisfied; (xi) an estoppel certificate from each landlord of the Leased Real Property listed on Schedule 2.6(b)(xi), in form and substance reasonably acceptable to Purchaser with respect to any Lease between an Acquired Company and an Affiliate or in the form prescribed by the applicable Lease with respect to any Lease between an Acquired Company and any non-Affiliate; (xii) payoff letters or final statements with respect to all Indebtedness of the Acquired Companies listed on Schedule 2.6(b)(xii) or for which a payoff letter is customarily obtained (including, for the avoidance of doubt, Transaction Expenses), which, if applicable, include, without limitation, a per diem interest amount, a release of all liens related to such Indebtedness and an authorization to file all UCC termination statements and releases necessary or desirable to evidence satisfaction and termination of such Indebtedness, along with wire transfer instructions for each holder of such Indebtedness (the “Payoff Letters”); (xiii) a certificate of an authorized officer of each Seller that is not a natural person, dated as of the Closing Date, together certifying as to (A) the Organizational Documents of such Seller, and (B) the valid adoption of resolutions of the board of managers of such Seller with any required amendments respect to the organizational documents of ACE Lo and Brighton Park Maintenance Corp. and filings with Governmental Entitiestransactions contemplated by this Agreement; (iiixiv) with respect to each parcel of the certificates required by Section 10.2(aOwned Real Property, a title affidavit (in a form reasonably acceptable to the applicable title company) and Section 10.2(b) hereofsufficient to permit Purchaser’s title company to eliminate the so-called “standard exceptions” set forth in Purchaser’s title commitments; (ivxv) affidavits an Option Termination Agreement, duly executed by ACE Hi Freedom Powersports or FPS Real Estate, as applicable, and each Optionholder; (xvi) written evidence that any option-based compensation plan of its required Affiliates that satisfy any Acquired Company, including the requirements of Section 1445 of Freedom Powersports Option Plan and the CodeFPS Real Estate Option Plan, has been terminated; and (vxvii) owners’ affidavits and indemnities in the forms attached to the preliminary certification and report on title for each parcel of the ACE Real Properties set forth on Exhibit H-1 attached hereto (the “ACE Real Property Preliminary Certifications and Reports”). (b) At the Closingsuch other documents, AREH shall deliver to Buyer: (i) the certificates, if any, representing the AREH Subs Equity Interests, either duly endorsed for transfer to Buyer instruments or accompanied by appropriate duly executed limited liability interest powers or, if the AREH Subs Equity Interests are not certificated, one or more instruments of assignment in a form approved by Buyer conveying such AREH Subs Equity Interests to Buyer; (ii) the resignations of the persons named on Schedule III(b) certificates as directors, officers and managers, as applicable, of the Companies effective as of the Closing Date, together with any required amendments to the organizational documents of the Companies and filings with Governmental Entities; (iii) the certificates required by Section 10.2(a) and Section 10.2(b) hereof; (iv) affidavits executed by AREH and any of its required Affiliates that satisfy the requirements of Section 1445 of the Code; and (v) owner’s affidavits and indemnities in the forms attached to the preliminary certifications and reports on title for each parcel of the Adjacent Real Properties set forth on Exhibit H-2 attached hereto (the “Adjacent Real Property Preliminary Certifications and Reports” and, together with the ACE Real Property Preliminary Certifications and Reports, the “Preliminary Certifications and Reports”). (c) At the Closing, Buyer shall deliver: (i) to ACE Hi, immediately available funds by wire transfer to an account designated by ACE Hi (which account shall be designated in writing to Buyer at least two (2) business days prior to the Closing Date) in an amount equal to the ACE Closing Payment; (ii) to AREH, immediately available funds reasonably requested by wire transfer to an account designated by AREH (which account shall be designated in writing to Buyer at least two (2) business days prior to the Closing Date) in an amount equal to the AREH Closing Payment; and (iii) to each Seller, the certificates required by Section 10.3(a) and Section 10.3(b) hereofPurchaser.

Closing Deliveries. At the Closing the following shall occur: (a) At The Saracen Members, Whitehall and WCPT shall each execute and deliver the ClosingOperating Agreement, as amended by the ACE Selling Parties Operating Agreement Amendment in the form annexed hereto as Exhibit AD, and Contributee shall deliver issue to Buyer: the Saracen Members the requisite Membership Units and the Series A Preferred Membership Units described in Section 3 above (iit being acknowledged that such issuance shall be evidenced by Schedule 5.1(h) the certificates, if any, representing the ACE Lo Equity Interests, either duly endorsed for transfer to Buyer or accompanied by appropriate duly executed limited liability interest powers or, if the ACE Lo Equity Interests are not certificated, one or more instruments of assignment in a form approved by Buyer conveying such ACE Lo Equity Interests to Buyer; (ii) the resignations or evidence of their removal from office of the persons named on Schedule III(a) as directorsOperating Agreement Amendment, officers and managers, as applicable, Contributee will not be delivering separate certificates in respect of ACE Lo and Brighton Park Maintenance Corp., effective as of the Closing Date, together with any required amendments to the organizational documents of ACE Lo and Brighton Park Maintenance Corp. and filings with Governmental Entitiessuch Membership Units or such Series A Preferred Membership Units); (iii) the certificates required by Section 10.2(a) and Section 10.2(b) hereof; (iv) affidavits executed by ACE Hi and any of its required Affiliates that satisfy the requirements of Section 1445 of the Code; and (v) owners’ affidavits and indemnities in the forms attached to the preliminary certification and report on title for each parcel of the ACE Real Properties set forth on Exhibit H-1 attached hereto (the “ACE Real Property Preliminary Certifications and Reports”). (b) At Contributee shall pay the Closing, AREH Cash Balance to such Persons as Contributor shall deliver to Buyer: (i) the certificates, if any, representing the AREH Subs Equity Interests, either duly endorsed for transfer to Buyer or accompanied by appropriate duly executed limited liability interest powers or, if the AREH Subs Equity Interests are not certificated, one or more instruments of assignment direct in a form approved by Buyer conveying such AREH Subs Equity Interests to Buyerwriting; (ii) the resignations of the persons named on Schedule III(b) as directors, officers and managers, as applicable, of the Companies effective as of the Closing Date, together with any required amendments to the organizational documents of the Companies and filings with Governmental Entities; (iii) the certificates required by Section 10.2(a) and Section 10.2(b) hereof; (iv) affidavits executed by AREH and any of its required Affiliates that satisfy the requirements of Section 1445 of the Code; and (v) owner’s affidavits and indemnities in the forms attached to the preliminary certifications and reports on title for each parcel of the Adjacent Real Properties set forth on Exhibit H-2 attached hereto (the “Adjacent Real Property Preliminary Certifications and Reports” and, together with the ACE Real Property Preliminary Certifications and Reports, the “Preliminary Certifications and Reports”). (c) At Each of the ClosingNon-Nomura Property Owners (other than Seventy ▇▇▇▇▇ Avenue LLC with respect to 70 ▇▇▇▇▇) shall execute, Buyer acknowledge and deliver to Contributee a Massachusetts quitclaim deed for its Non-Nomura Property, substantially in the form of Exhibit O-1 annexed hereto and in proper form for recording (except that the deed for 2331 Congress shall deliver:be a Maine quitclaim deed with covenants, substantially in the form of Exhibit O- 2 annexed hereto), together with such signed transfer tax returns and/or transfer tax affidavits as are required by applicable law in connection with the conveyance of the Non-Nomura Properties (other than 70 ▇▇▇▇▇), including, without limitation, the required Real Estate Transfer Tax form required to be filed with the applicable County Registry of Deeds in Maine in connection with the transfer of 2331 Congress; (d) Contributor and Contributee shall each execute, acknowledge and deliver to the other an instrument of assignment and assumption, in the form of Exhibit P annexed hereto, duly executed, acknowledged and delivered by ▇▇▇▇▇▇▇▇ Holding Trust General Partnership and Contributee, sufficient to (i) to ACE Hi, immediately available funds by wire transfer to an account designated by ACE Hi Contributee all of the Contributed LLC Interests, free and clear of all liens and encumbrances affecting such member interests (which account other than any liens securing the Lazard Mezzanine Loan) and (ii) provide that Contributee shall be designated in writing to Buyer at least two (2) business days prior to assume all of the obligations of ▇▇▇▇▇▇▇▇ Holding Trust General Partnership under the operating agreement of ▇▇▇▇▇ Avenue Holdings LLC arising from and after the Closing Date) in an amount equal to the ACE Closing Payment;. (iie) Contributor shall cause each of the Saracen Members to AREH, immediately available funds by wire transfer to an account designated by AREH (which account shall be designated in writing to Buyer at least two (2) business days prior to execute and deliver the Closing Date) in an amount equal to the AREH Closing Payment; and (iii) to each Seller, the certificates required by Section 10.3(a) and Section 10.3(b) hereof.4.2(j)

Closing Deliveries. (a) At Administrative Agent shall have received each of the Closingfollowing documents, instruments and agreements, each of which shall be in form and substance and executed in such counterparts as shall be acceptable to Administrative Agent and Required Banks and each of which shall, unless otherwise indicated, be dated the ACE Selling Parties shall deliver to BuyerClosing Date: (i) a Note payable to the certificatesorder of each Bank in the amount of such Bank's Commitment, if any, representing the ACE Lo Equity Interests, either duly endorsed for transfer to Buyer or accompanied by appropriate duly executed limited liability interest powers or, if the ACE Lo Equity Interests are not certificated, one or more instruments of assignment in a form approved and delivered by Buyer conveying such ACE Lo Equity Interests to Buyereach Borrower; (ii) the resignations Parent Pledge Agreement duly executed and delivered by Parent together with (A) certificates (or other evidence of their removal from office acceptable to Administrative Agent) evidencing one hundred percent (100%) of the persons named on Schedule III(a) as directorsissued and outstanding Equity of each direct Subsidiary of Parent of every class, officers and managers, which certificates shall be duly endorsed or accompanied by stock powers executed in blank (as applicable), of ACE Lo and Brighton Park Maintenance Corp., effective (B) such financing statements executed by Parent as of Administrative Agent shall request to evidence and perfect the Closing Date, together with any required amendments Liens granted pursuant to the organizational documents of ACE Lo and Brighton Park Maintenance Corp. and filings with Governmental Entitiessuch Parent Pledge Agreement; (iii) the Subsidiary Pledge Agreements duly executed and delivered by each Subsidiary of Parent (including PEC but excluding Borrowers and OGP), together with (A) certificates required (or other evidence acceptable to Administrative Agent) evidencing one hundred percent (100%) of the issued and outstanding Equity of each Indirect Subsidiary of Parent of every class, which certificates shall be duly endorsed or accompanied by Section 10.2(astock powers executed in blank (as applicable), and (B) such financing statements executed by each Subsidiary of Parent (other than Borrowers and Section 10.2(bOGP) hereofas Administrative Agent shall request to evidence and perfect the Liens granted pursuant to each such Subsidiary Pledge Agreement; (iv) affidavits the Facility Guaranties duly executed and delivered by ACE Hi Parent and any each Subsidiary of its required Affiliates that satisfy the requirements of Section 1445 of the Code; andParent other than Borrowers, PEC and Vista LLC; (v) owners’ affidavits and indemnities in the forms attached Mortgages to be executed on the preliminary certification and report on title for each parcel of the ACE Real Properties set forth on Exhibit H-1 attached hereto (the “ACE Real Property Preliminary Certifications and Reports”Closing Date pursuant to Section 6.1(a). (b) At the Closing, AREH shall deliver to Buyer: (i) the certificates, if any, representing the AREH Subs Equity Interests, either duly endorsed for transfer to Buyer or accompanied by appropriate duly executed limited liability interest powers orand delivered by Borrowers, if the AREH Subs Equity Interests are not certificatedtogether with such other assignments, one or more instruments of assignment conveyances, amendments, agreements and other writings, including, without limitation, UCC-1 financing statements, in a form approved by Buyer conveying such AREH Subs Equity Interests and substance satisfactory to BuyerAdministrative Agent; (iivi) the resignations of the persons named Assignments and Amendments to Mortgages to be executed on Schedule III(b) as directors, officers and managers, as applicable, of the Companies effective as of the Closing DateDate pursuant to Section 6.1(a), duly executed and delivered by Borrowers, together with any required amendments such other assignments, conveyances, amendments, agreements and other writings, including, without limitation, UCC-1 financing statements, in form and substance satisfactory to the organizational documents of the Companies and filings with Governmental EntitiesAdministrative Agent; (iiivii) a Certificate of Ownership Interests substantially in the certificates required form of Exhibit B, duly executed and delivered by Section 10.2(a) and Section 10.2(b) hereofan Authorized Officer of each Borrower; (ivviii) affidavits an opinion of Conn▇▇ & ▇int▇▇▇, ▇ Professional Corporation, special counsel to Parent and Borrowers, favorably opining as to such matters as Administrative Agent or Required Banks may request; (ix) an opinion of Vins▇▇ & ▇lki▇▇ ▇.▇.P., special counsel to Administrative Agent, in form and substance satisfactory to Administrative Agent; (x) a certificate executed by AREH an Authorized Officer of each Borrower stating that (A) the representations and any warranties contained in this Agreement and the other Loan Papers are true and correct in all respects, (B) no Default or Event of its required Affiliates that satisfy the requirements of Default has occurred which is continuing, and (C) all conditions set forth in this Section 1445 of the Code; and7.1 and Section 7.2 have been satisfied; (vxi) owner’s affidavits and indemnities in the forms attached to the preliminary certifications and such UCC-11 search reports on title for each parcel as Administrative Agent shall require, prepared as of the Adjacent Real Properties set forth on Exhibit H-2 attached hereto a date not more than twenty (the “Adjacent Real Property Preliminary Certifications and Reports” and, together with the ACE Real Property Preliminary Certifications and Reports, the “Preliminary Certifications and Reports”). (c20) At the Closing, Buyer shall deliver: (i) to ACE Hi, immediately available funds by wire transfer to an account designated by ACE Hi (which account shall be designated in writing to Buyer at least two (2) business days prior to the Closing Date) , conducted in an amount equal to the ACE Closing Paymentsuch jurisdictions and reflecting such names as Administrative Agent shall request; (iixii) to AREHa copy of the articles or certificate of incorporation, immediately available funds certificate of limited partnership, or comparable charter documents, and all amendments thereto, of each Credit Party accompanied by wire transfer to an account designated by AREH a certificate that such copy is true, correct and complete, and dated within ten (which account shall be designated in writing to Buyer at least two (210) business days prior to of the Closing Date, issued by the appropriate Governmental Authority of the jurisdiction of incorporation or organization of each such Credit Party, and accompanied by a certificate of the Secretary or comparable Authorized Officer of each such Credit Party, that such copy is true, correct and complete on the Closing Date; (xiii) in an amount equal a copy of the bylaws, partnership agreement or comparable documents, and all amendments thereto, of each Credit Party accompanied by a certificate of the Secretary or comparable Authorized Officer of each such Credit Party that such copy is true, correct and complete as of the date hereof; (xiv) certain certificates and other documents issued by the appropriate Governmental Authorities of such jurisdictions as Administrative Agent has requested relating to the AREH existence of each Credit Party and to the effect that each Credit Party is in good standing with respect to the payment of franchise and similar Taxes and is duly qualified to transact business in such jurisdictions; (xv) a certificate of incumbency of all officers of each Credit Party (to the extent a party to any Loan Paper) who will be authorized to execute or attest to any Loan Paper, dated the date hereof, executed by the Secretary or comparable Authorized Officer of each such Credit Party (as applicable); (xvi) copies of resolutions or comparable authorizations approving the Loan Papers and authorizing the transactions contemplated by this Agreement and the other Loan Papers, duly adopted by the Board of Directors, partners or comparable authority of each Credit Party a party to any Loan Paper, accompanied by certificates of the Secretary or comparable officer or partner of each such Credit Party (as applicable) 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, or other charter documents of each such Credit Party, as applicable) by the unanimous written consent of the Board of Directors of each such Credit Party, as applicable, and that such resolutions constitute all the 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 date hereof; (xvii) copies of consents of partners of each Credit Party which is a partnership (to the extent required) to the transactions contemplated by this Agreement and the other Loan Papers, duly executed by each partner of such Credit Party required to consent to such transactions, accompanied by certificates of the Secretary or comparable Authorized Officers or partner of each applicable Credit Party that such copies are true and correct copies of all consents of the partners of the Credit Parties required to be executed and granted pursuant to such Credit Party's partnership agreement and all other comparable charter documents of such Credit Party; (xviii) certificates from Borrowers' insurance broker setting forth the insurance maintained by Borrowers, 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 requirements of Section 9.5; (xix) a copy of each Closing PaymentDocument and all other material documents, instruments and agreements executed and/or delivered by any Credit Party in connection with the Closing Transactions, together with a certificate from an Authorized Officer of each Borrower certifying that such copies are accurate and complete and represent the complete understanding and agreement of the parties with respect to the subject matter thereof; (xx) an opinion of Conn▇▇ & ▇int▇▇▇, ▇ Professional Corporation, special Oklahoma counsel to Borrowers, favorably opining as to such matters as Administrative Agent or Required Banks may request; (xxi) an opinion of Cotton, Bled▇▇▇, ▇▇▇▇▇ & ▇aws▇▇, ▇▇ecial Texas counsel to Borrowers, favorably opining as to such matters as Administrative Agent or Required Banks may request; (xxii) an opinion of Gordon, Arata, McCo▇▇▇▇ & ▇upl▇▇▇▇▇, L.L.P., special Louisiana counsel to Administrative Agent, favorably opining as to such matters as Administrative Agent or Required Banks may request; (xxiii) an opinion of Hinkle, Cox, Eato▇, ▇▇ff▇▇▇▇ & ▇ens▇▇▇, P.L.L.C., special New Mexico counsel to Administrative Agent, favorably opining as to such matters as Administrative Agent or Required Banks may request; and (iiixxiv) a report or reports in form, scope and detail acceptable to each SellerAdministrative Agent and Banks setting forth the results of a review of Borrowers' Mineral Interests and other operations, which report(s) shall not reflect the certificates required by 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 any Credit Party, and/or otherwise reveal any condition or circumstance which would reflect that the representations and warranties contained in Section 10.3(a) and Section 10.3(b) hereof8.16 hereof are inaccurate in any respect.

Closing Deliveries. Concurrently herewith: (a) At the ClosingBorrower shall cause each Guarantor of Payment to consent and agree to and acknowledge the terms of this Amendment; (b) the Borrower and each Guarantor of Payment shall execute and deliver to the Administrative Agent a Pledge Agreement, in form and substance satisfactory to the ACE Selling Parties Administrative 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 Borrower shall deliver to Buyer:the Administrative Agent such examinations and reports, in form and detail satisfactory to the Administrative Agent, with respect to the Mortgaged Property, issued by a title company satisfactory to the Administrative Agent, that shows each Mortgage to be 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 Credit Agreement; (d) the Borrower shall deliver to the Administrative Agent evidence of insurance on ACORD 27 form, and otherwise satisfactory to the 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 Borrower shall provide to the 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 board of directors or executive committee of the Borrower or such Guarantor of Payment, evidencing approval of the execution and delivery of this Amendment and the Security Documents to which the Borrower or such Guarantor of Payment is a party; (f) the 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 Administrative Agent an Elect▇▇▇ ▇▇ ▇▇▇▇▇nate; (h) the Borrower shall pay to the Administrative Agent, for the pro rata benefit of the Lenders, an amendment fee in the amount of Fifty Thousand Dollars ($50,000); (i) with respect to each parcel of the certificatesMortgaged Property, if any, representing evidence to the ACE Lo Equity Interests, either duly endorsed for transfer to Buyer or accompanied by appropriate duly executed limited liability interest powers or, if satisfaction of the ACE Lo Equity Interests are not certificated, one or more instruments Administrative Agent that no portion of assignment any Mortgaged Real Property is located in a form approved Special Flood Hazard Area or is otherwise classified as Class A or Class BX on the Flood Maps maintained by Buyer conveying such ACE Lo Equity Interests to Buyerthe Federal Emergency Management Agency; (iij) the resignations or evidence of their removal from office Borrower shall pay all legal fees and expenses of the persons named on Schedule III(a) as directors, officers Administrative Agent in connection with this Amendment and managers, as applicable, of ACE Lo and Brighton Park Maintenance Corp., effective as of the Closing Date, together with any required amendments to the organizational documents of ACE Lo and Brighton Park Maintenance Corp. and filings with Governmental Entities; (iii) the certificates required by Section 10.2(a) and Section 10.2(b) hereof; (iv) affidavits executed by ACE Hi and any of its required Affiliates that satisfy the requirements of Section 1445 of the Codein connection herewith; and (v) owners’ affidavits and indemnities in the forms attached to the preliminary certification and report on title for each parcel of the ACE Real Properties set forth on Exhibit H-1 attached hereto (the “ACE Real Property Preliminary Certifications and Reports”). (b) At the Closing, AREH shall deliver to Buyer: (ik) the certificates, if any, representing the AREH Subs Equity Interests, either duly endorsed for transfer to Buyer or accompanied by appropriate duly executed limited liability interest powers or, if the AREH Subs Equity Interests are not certificated, one or more instruments of assignment in a form approved by Buyer conveying Borrower shall provide such AREH Subs Equity Interests to Buyer; (ii) the resignations of the persons named on Schedule III(b) other items and shall satisfy such other conditions as directors, officers and managers, as applicable, of the Companies effective as of the Closing Date, together with any required amendments to the organizational documents of the Companies and filings with Governmental Entities; (iii) the certificates may be reasonably required by Section 10.2(a) the Administrative Agent and Section 10.2(b) hereof; (iv) affidavits executed by AREH and any of its required Affiliates that satisfy the requirements of Section 1445 of the Code; and (v) owner’s affidavits and indemnities in the forms attached to the preliminary certifications and reports on title for each parcel of the Adjacent Real Properties set forth on Exhibit H-2 attached hereto (the “Adjacent Real Property Preliminary Certifications and Reports” and, together with the ACE Real Property Preliminary Certifications and Reports, the “Preliminary Certifications and Reports”)Lenders. (c) At the Closing, Buyer shall deliver: (i) to ACE Hi, immediately available funds by wire transfer to an account designated by ACE Hi (which account shall be designated in writing to Buyer at least two (2) business days prior to the Closing Date) in an amount equal to the ACE Closing Payment; (ii) to AREH, immediately available funds by wire transfer to an account designated by AREH (which account shall be designated in writing to Buyer at least two (2) business days prior to the Closing Date) in an amount equal to the AREH Closing Payment; and (iii) to each Seller, the certificates required by Section 10.3(a) and Section 10.3(b) hereof.

Closing Deliveries. (a) At the Closing, the ACE Selling Parties Heartland shall deliver to BuyerBanterra and AcquisitionCo: (i) a certified copy of the certificatesArticles of Incorporation and Bylaws of Heartland, if any, representing the ACE Lo Equity Interests, either duly endorsed for transfer to Buyer or accompanied by appropriate duly executed limited liability interest powers or, if the ACE Lo Equity Interests are not certificated, one or more instruments of assignment Subsidiary Bank (as defined in a form approved by Buyer conveying such ACE Lo Equity Interests to Buyer;Section 2.04 hereof) and Herri▇ ▇▇▇▇t Service Corporation; and (ii) a Certificate signed by an appropriate officer of Heartland stating that, to the resignations or evidence best knowledge and belief of their removal from office such officer, (A) each of the persons named on Schedule III(arepresentations and warranties contained in Article Two hereof (subject to the standard in Section 1.12 hereof) as directors, officers is true and managers, as applicable, of ACE Lo and Brighton Park Maintenance Corp., effective as correct at the time of the Closing Datewith the same force and effect as if such representations and warranties had been made at Closing, together with any required amendments to and (B) all of the organizational documents of ACE Lo and Brighton Park Maintenance Corp. and filings with Governmental Entities;conditions set forth in Section 6.01(b) hereof have been satisfied or waived as provided therein; and (iii) a certified copy of the certificates resolutions of Heartland's Board of Directors and shareholders as required for valid approval of the execution of this Agreement and the consummation of the Merger and the other transactions contemplated by Section 10.2(a) and Section 10.2(b) hereof;this Agreement; and (iv) affidavits executed by ACE Hi and any of its required Affiliates that satisfy the requirements of Section 1445 a Certificate of the CodeSecretary of State of the State of Illinois, dated a recent date, stating that Heartland is in good standing; and (v) owners’ affidavits a Certificate of Merge▇ ▇▇▇▇uted by Heartland, reflecting the terms and indemnities provisions hereof and in proper form for filing with the forms attached Secretary of State of the State of Illinois in order to cause the Merger to become effective pursuant to the preliminary certification Illinois Corporate Law; and (vi) a legal opinion from counsel for Heartland, in form reasonably acceptable to Banterra's and report on title for each parcel of AcquisitionCo's counsel, opining with respect to the ACE Real Properties set forth matters listed on Exhibit H-1 attached hereto 1.11 (the “ACE Real Property Preliminary Certifications and Reports”)a) hereto. (b) At the Closing, AREH Banterra and AcquisitionCo shall deliver to BuyerHeartland: (i) a certified copy of the certificates, if any, representing the AREH Subs Equity Interests, either duly endorsed for transfer to Buyer or accompanied by appropriate duly executed limited liability interest powers or, if the AREH Subs Equity Interests are not certificated, one or more instruments Articles of assignment in a form approved by Buyer conveying such AREH Subs Equity Interests to Buyer;Incorporation and Bylaws of each of Banterra and AcquisitionCo; and (ii) a Certificate signed by an appropriate officer of each of Banterra and AcquisitionCo stating that, to the resignations best knowledge and belief of such officer, (A) each of the persons named on Schedule III(brepresentations and warranties contained in Article Three hereof (subject to the standard in Section 1.12 hereof) as directors, officers is true and managers, as applicable, of correct at the Companies effective as time of the Closing Datewith the same force and effect as if such representations and warranties had been made at Closing, together with any required amendments to the organizational documents and (B) all of the Companies conditions set forth in Section 6.02(b) and filings with Governmental Entities;6.02(d) hereof (but excluding the approval of Heartland's shareholders) have been satisfied or waived as provided therein; and (iii) a certified copy of the certificates resolutions of each of Banterra's and AcquisitionCo's Board of Directors as required for valid approval of the execution of this Agreement and the consummation of the transactions contemplated by Section 10.2(a) and Section 10.2(b) hereof;this Agreement; and (iv) affidavits executed by AREH and any of its required Affiliates that satisfy the requirements of Section 1445 a Certificate of the CodeSecretary of State of the State of Illinois, dated a recent date, stating that Banterra is in good standing; and (v) owner’s affidavits and indemnities in the forms attached to the preliminary certifications and reports on title for each parcel a Certificate of the Adjacent Real Properties set forth on Exhibit H-2 attached hereto (Secretary of State of the “Adjacent Real Property Preliminary Certifications and Reports” andState of Illinois, together with the ACE Real Property Preliminary Certifications and Reportsdated a recent date, the “Preliminary Certifications and Reports”). (c) At the Closing, Buyer shall deliver: (i) to ACE Hi, immediately available funds by wire transfer to an account designated by ACE Hi (which account shall be designated stating that AcquisitionCo is in writing to Buyer at least two (2) business days prior to the Closing Date) in an amount equal to the ACE Closing Payment; (ii) to AREH, immediately available funds by wire transfer to an account designated by AREH (which account shall be designated in writing to Buyer at least two (2) business days prior to the Closing Date) in an amount equal to the AREH Closing Paymentgood standing; and (iiivi) a Certificate of Merge▇ ▇▇▇▇uted by AcquisitionCo, reflecting the terms and provisions hereof and in proper form for filing with the Secretary of State of the State of Illinois in order to each Sellercause the Merger to become effective pursuant to the Illinois Corporate Law; and (vii) a legal opinion from counsel for Banterra and AcquisitionCo, in form reasonable acceptable to Heartland's counsel, opining with respect to the certificates required by Section 10.3(amatters listed on Exhibit 1.11(b) and Section 10.3(b) hereofhereto.

Closing Deliveries. (a) At the Closing, the ACE Sellers will, for themselves and as agents for the Selling Parties shall Affiliates (as applicable), deliver or cause to Buyer:be delivered to the Purchaser, for itself and as agent for the Designated Affiliates (as applicable): (i) Business Transfer Agreements, executed by the certificates, if any, representing the ACE Lo Equity Interests, either duly endorsed for transfer to Buyer or accompanied by appropriate duly executed limited liability interest powers or, if the ACE Lo Equity Interests are not certificated, one or more instruments of assignment in a form approved by Buyer conveying such ACE Lo Equity Interests to Buyerapplicable Asset Selling Affiliates; (ii) Share Transfer Documents, executed by the resignations or evidence of their removal from office applicable Share Selling Affiliates; (iii) certificates representing such of the persons named on Schedule III(aShares as are certificated (duly endorsed in blank or accompanied by stock powers duly executed in blank or other appropriate transfer forms in form reasonably satisfactory to the Purchaser for transfer) with all appropriate stock transfer tax stamps affixed, and such other deeds, documents and instruments as directorsare necessary or appropriate to effect the valid transfer of the remainder of the Shares executed by the applicable Share Selling Affiliates; (iv) assignment of all Purchased Intellectual Property in the form of Exhibit B (the “IP Assignment”) executed by the applicable Asset Selling Affiliate; (v) the Transition Services Agreement, executed by the Sellers; (vi) letters of resignation effective as of the Closing Date from the directors and officers (or their equivalent) of the Acquired Companies, executed by the relevant directors and managersofficers (or their equivalent) in a form reasonably satisfactory to the Purchaser; (vii) the minute books, as applicablestock ledger and seal (if any) of each of the Acquired Companies (which, at the election of ACE Lo and Brighton Park Maintenance Corp.the Sellers, effective will be delivered from representatives of the Sellers to representatives of the Purchaser locally in the jurisdiction of incorporation or formation of the applicable Acquired Company); (viii) a FIRPTA certificate with respect to CareFusion 209, Inc. in accordance with the requirements of Treasury Regulation Section 1.1445-2(b)(2) certifying that Viasys Holdings, Inc. is a U.S. person; (ix) a FIRPTA certificate in accordance with the requirements of Treasury Regulation Section 1.1445-2(b)(2) certifying that CareFusion 209, Inc. is a U.S. person; (x) a certificate, dated as of the Closing Date, together with any required amendments to executed by an officer of each of the organizational documents Sellers confirming the satisfaction of ACE Lo the conditions specified in Sections 6.1(a) and Brighton Park Maintenance Corp. and filings with Governmental Entities6.1(b); (iiixi) assignments of the certificates required Notes Receivable, executed by Section 10.2(a) the applicable debtor and Section 10.2(b) hereofin a form reasonably satisfactory to the Purchaser; (ivxii) affidavits a certificate, dated as of the Closing Date, executed on behalf of each of the Sellers by its secretary, an assistant secretary or an authorized officer, certifying (A) the Organizational Documents of each of the Acquired Companies; (B) resolutions of the board of directors, sole director or shareholders (or equivalent), as the case may be, of each of the Sellers and other Selling Affiliates to evidence: (i) the approval of the sale, assignment and transfer of the Purchased Assets and the Shares, and the transactions contemplated by this Agreement; and (ii) the authorization of the execution of and the performance by the relevant Seller Group member of its obligations under each of the documents to be executed by ACE Hi and it; (xiii) pay-off, lien release or similar letters from holders of Indebtedness of any Acquired Company or any other Selling Affiliates to the extent then encumbering any of its required Affiliates that satisfy the requirements of Section 1445 Purchased Assets (in each case, other than Closing Indebtedness (if any) of the CodeSelling Affiliates), in a form reasonably acceptable to the Purchaser; (xiv) the Sellers shall have executed and delivered to the Purchaser a release in form and substance reasonably satisfactory to the Purchaser that acknowledges that, as of the Closing Date, the Sellers and the Selling Affiliates have no claim of any nature against any of the Acquired Companies and that none of the Acquired Companies have any or owe any liability to the Sellers or the Selling Affiliates, in each case other than any Intercompany Accounts; and (vxv) owners’ affidavits such other instruments of sale, transfer, conveyance and indemnities in assignment as the forms attached to Purchaser reasonably requests for the preliminary certification and report on title for each parcel purpose of consummating the ACE Real Properties set forth on Exhibit H-1 attached hereto (the “ACE Real Property Preliminary Certifications and Reports”)transactions contemplated by this Agreement. (b) At the Closing, AREH shall the Purchaser will, for itself and as agent for the Designated Affiliates (as applicable), deliver or cause to Buyer:be delivered to the Sellers, for themselves and as agents for the Selling Affiliates (as applicable): (i) the certificatesCash Purchase Price (A) plus or minus the Estimated Closing Net Working Capital Adjustment Amount as applicable, if anyand (B) minus the Estimated Closing Indebtedness, representing by wire transfer of immediately available funds in U.S. dollars to the AREH Subs Equity Interests, either duly endorsed for transfer account(s) specified by the Sellers no later than two Business Days prior to Buyer or accompanied by appropriate duly executed limited liability interest powers or, if the AREH Subs Equity Interests are not certificated, one or more instruments of assignment in a form approved by Buyer conveying such AREH Subs Equity Interests to BuyerClosing Date; (ii) the resignations of Business Transfer Agreements, executed by the persons named on Schedule III(bPurchaser and/or the applicable Designated Affiliates; (iii) as directorsthe Share Transfer Documents, officers and managersif any, that call for a signature by the Purchaser and/or its Designated Affiliates, executed by the Purchaser and/or such Designated Affiliates, as applicable; (iv) the IP Assignment, executed by the Purchaser and/or such Designated Affiliates, as applicable; (v) the Transition Services Agreement, executed by the Purchaser; (vi) a release in the form of Exhibit C, executed by Purchaser on behalf of each of the Acquired Companies effective with respect to each of the resigning officers and directors (or their equivalent); (vii) a certificate, dated as of the Closing Date, together with any required amendments to the organizational documents executed on behalf of each of the Companies Purchaser by its secretary, an assistant secretary or an authorized officer, certifying resolutions of the board of directors, sole director or shareholders (or equivalent), as the case may be, of each of the Purchaser and filings with Governmental Entitiesits applicable Affiliates to evidence: (i) the approval of the purchase, assignment and transfer of the Purchased Assets and the Shares, and the transactions contemplated by this Agreement, and (ii) the authorization of the execution of and the performance by the relevant Purchaser and its Affiliates (as applicable) of its obligations under each of the documents to be executed by it; (iiiviii) a certificate, dated as of the certificates required Closing Date, executed by Section 10.2(aan officer of the Purchaser confirming the satisfaction of the conditions specified in Sections 6.2(a) and Section 10.2(b) hereof; (iv) affidavits executed by AREH and any of its required Affiliates that satisfy the requirements of Section 1445 of the Code; 6.2(b), and (vix) owner’s affidavits such other instruments of sale, transfer, conveyance and indemnities in assignment as the forms attached to Sellers reasonably request for the preliminary certifications and reports on title for each parcel purpose of consummating the Adjacent Real Properties set forth on Exhibit H-2 attached hereto (the “Adjacent Real Property Preliminary Certifications and Reports” and, together with the ACE Real Property Preliminary Certifications and Reports, the “Preliminary Certifications and Reports”)transactions contemplated by this Agreement. (c) At the Closing, Buyer shall deliver: (i) to ACE Hi, immediately available funds by wire transfer to an account designated by ACE Hi (which account shall be designated in writing to Buyer at least two (2) business days prior to the Closing Date) in an amount equal to the ACE Closing Payment; (ii) to AREH, immediately available funds by wire transfer to an account designated by AREH (which account shall be designated in writing to Buyer at least two (2) business days prior to the Closing Date) in an amount equal to the AREH Closing Payment; and (iii) to each Seller, the certificates required by Section 10.3(a) and Section 10.3(b) hereof.

Closing Deliveries. (a) At the Closing, the ACE Selling Parties 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 to Buyer: such certificates or suitable affidavits (iincluding indemnity) the representing lost certificates, if any, representing the ACE Lo Equity Interests, either duly endorsed for transfer to Buyer in blank by the Company Stockholders, or accompanied by appropriate duly executed limited liability interest blank irrevocable stock powers or, if the ACE Lo Equity Interests are not certificated, one or more instruments of assignment in a form approved by Buyer conveying such ACE Lo Equity Interests to Buyer; (ii) the resignations or evidence of their removal from office of the persons named on Schedule III(a) as directors, officers and managers, as applicable, of ACE Lo and Brighton Park Maintenance Corp., effective as of the Closing Date, together with any required amendments to the organizational documents of ACE Lo and Brighton Park Maintenance Corp. and filings with Governmental Entities; (iii) the certificates required by Section 10.2(a) and Section 10.2(b) hereof; (iv) affidavits executed by ACE Hi and any of its required Affiliates that satisfy the requirements of Section 1445 of the Code; and (v) owners’ affidavits and indemnities in the forms attached to the preliminary certification and report on title for each parcel of the ACE Real Properties set forth on Exhibit H-1 attached hereto (the “ACE Real Property Preliminary Certifications and Reports”)Parent. (b) At the Closing, AREH 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 Buyer: (i) the certificates, if any, Company Warrantholders Debt Warrants representing the AREH Subs Equity Interests, either duly endorsed for transfer number of shares of Parent Common Stock calculated pursuant to Buyer or accompanied by appropriate Section 1.5 duly executed limited liability interest powers or, if by authorized officers of Parent and shall take such steps as shall be necessary to enter the AREH Subs Equity Interests are not certificated, one Company Warrantholders or more instruments their nominee(s) upon the books of assignment in a form approved by Buyer conveying such AREH Subs Equity Interests to Buyer; (ii) Parent as the resignations holders of the persons named on Schedule III(b) as directors, officers and managers, as applicable, each party's respective number of the Companies effective as of the Closing Date, together with any required amendments to the organizational documents of the Companies and filings with Governmental Entities; (iii) the certificates required by Section 10.2(a) and Section 10.2(b) hereof; (iv) affidavits executed by AREH and any of its required Affiliates that satisfy the requirements of Section 1445 of the Code; and (v) owner’s affidavits and indemnities in the forms attached to the preliminary certifications and reports on title for each parcel of the Adjacent Real Properties set forth on Exhibit H-2 attached hereto (the “Adjacent Real Property Preliminary Certifications and Reports” and, together with the ACE Real Property Preliminary Certifications and Reports, the “Preliminary Certifications and Reports”)Debt Warrants. (c) At the Closing, Buyer the Company Debtholders, as the holders of all of the indebtedness of the Company set forth on Schedule III, shall deliver: 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 ACE HiSection 1.6(a), immediately available funds (ii) GDI, or its nominee, the GDI Warrant, and (iii) GLI, or its nominee, the GLI Warrant, all duly executed by wire transfer to an account designated by ACE Hi (which account authorized officers of Parent, and shall take such steps as shall be designated 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 endorsement or cancellation of the certificates, instruments or other documents of conveyance or cancellation with respect to such indebtedness, Company Common Stock and Company Warrants or with respect to 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 Surviving Corporation, Parent nor any other Person shall be liable to any former Company Stockholder or Company Warrantholder in writing respect of any amount or property delivered to Buyer at least two (2) business days 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 Closing Date) in an end of the applicable period after the Effective Time under escheat laws (remotely prior to such earlier date on which any amount equal or property would otherwise escheat to or become the property of any governmental entity), any such amount or property shall, to the ACE Closing Payment;extent permitted by applicable law, become the property of the Surviving Corporation, free and clear of any claims or interest of any person previously entitled thereto. (iif) If the issuance of any Debt Warrant is to AREHbe made to a person other than the person in whose name a surrendered certificate or instrument is registered, immediately available funds by wire transfer to an account designated by AREH (which account it shall be designated a condition to such issuance that the certificate or instrument so surrendered shall be properly endorsed and shall be otherwise in writing to Buyer at least two (2) business days prior 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 Closing Date) in an amount equal to satisfaction of the AREH Closing Payment; and (iii) to each Seller, the certificates required by Section 10.3(a) and Section 10.3(b) hereofSurviving Corporation that such tax either has been paid or is not payable.

Closing Deliveries. (a) At the Closing, the ACE Selling Parties Seller shall deliver or cause to Buyerbe delivered to the Purchaser: (i) to the certificatesextent certificated, if any, certificate(s) representing all of the ACE Lo Equity Interests, either together with membership interest transfer powers, duly endorsed for transfer to Buyer in blank and certificates representing all of the membership interests or accompanied by appropriate duly executed limited liability interest powers or, if shares of capital stock of the ACE Lo Equity Interests are not certificated, one or more instruments of assignment in a form approved by Buyer conveying such ACE Lo Equity Interests to BuyerCompany Subsidiaries; (ii) the resignations or evidence of their removal from office copies of the persons named on Schedule III(a) as directorsEscrow Agreement, officers the Lease Agreement, the Transition Services Agreement and managersany other Transaction Documents to which the Seller is a party, duly executed by the Seller and any of its Affiliates (as applicable); (iii) an officer’s certificate, of ACE Lo and Brighton Park Maintenance Corp., effective dated as of the Closing Date, together with any required amendments duly executed by an authorized officer of the Seller, stating that the conditions to the organizational documents of ACE Lo and Brighton Park Maintenance Corp. and filings with Governmental Entities; (iii) the certificates required by Section 10.2(aClosing set forth in Sections 8.2(a) and Section 10.2(b(b) hereofhave been satisfied (the “Seller Closing Certificate”); (iv) affidavits a secretary’s certificate, dated as of the Closing Date, duly executed by ACE Hi and any of its required Affiliates that satisfy the requirements of Section 1445 Secretary of the CodeSeller, attesting to: (A) the incumbent officers of the Seller; and (B) resolutions of the Board of Directors of the Seller and, if required under the Organizational Document of the Seller, the stockholders of the Seller, in each case approving the Transactions; (v) owners’ affidavits copies of the Organizational Documents of the Company and indemnities in each of the forms attached Company Subsidiaries certified by the appropriate Governmental Entity (as to Organizational Documents filed therewith) as of a date as near as reasonably practicable to the preliminary certification and report on title for Closing Date; (vi) to the extent issued by each parcel of the ACE Real Properties set forth on Exhibit H-1 attached hereto relevant jurisdictions, good standing certificates for the Company and each of the Company Subsidiaries for their respective jurisdictions of organization, each dated as of a date as near as reasonably practicable to the Closing Date; (vii) resignations of all officers and directors of the Company and each of the Company Subsidiaries; (viii) an affidavit, duly executed and acknowledged by an officer of the Seller, certifying that the Seller is a “ACE Real Property Preliminary Certifications domestic corporation” within the meaning of Sections 7701(a)(3) and Reports”)(4) of the Code and Sections 1.897-1(j) and 1.1445-2 of the applicable Treasury Regulations; (ix) any additional items required to be delivered at Closing by Section 8.2. (b) At the Closing, AREH the Purchaser shall deliver or cause to Buyerbe delivered to the Seller: (i) evidence reasonably satisfactory to the certificates, if any, representing Seller of: (A) payment of the AREH Subs Equity Interests, either duly endorsed for transfer Escrow Deposit to Buyer or accompanied by appropriate duly executed limited liability interest powers or, if the AREH Subs Equity Interests are not certificated, one or more instruments Escrow Agent as described in Section 2.4; and (B) payment of assignment in a form approved by Buyer conveying such AREH Subs Equity Interests the remainder of the Purchase Price (less the Escrow Deposit) to Buyerthe Seller; (ii) the resignations copies of the persons named on Schedule III(bEscrow Agreement, the Lease Agreement, the Transition Services Agreement and any other Transaction Documents to which the Purchaser is a party, duly executed by the Purchaser; (iii) as directorsan officer’s certificate, officers and managers, as applicable, of the Companies effective dated as of the Closing Date, together with any required amendments duly executed by an authorized officer of the Purchaser, stating that the conditions to the organizational documents of the Companies and filings with Governmental Entities; (iii) the certificates required by Section 10.2(aClosing set forth in Sections 8.1(a) and Section 10.2(b(b) hereofhave been satisfied (the “Purchaser Closing Certificate”); (iv) affidavits a secretary’s certificate, dated as of the Closing Date, duly executed by AREH and any of its required Affiliates that satisfy the requirements of Section 1445 Secretary of the CodePurchaser, attesting to: (A) the incumbent officers of the Purchaser; and (B) resolutions of the Board of Directors or similar governing body of the Purchaser approving the Transactions; and (v) owner’s affidavits and indemnities in the forms attached any additional items required to the preliminary certifications and reports on title for each parcel of the Adjacent Real Properties set forth on Exhibit H-2 attached hereto (the “Adjacent Real Property Preliminary Certifications and Reports” and, together with the ACE Real Property Preliminary Certifications and Reports, the “Preliminary Certifications and Reports”). (c) At the Closing, Buyer shall deliver: (i) to ACE Hi, immediately available funds by wire transfer to an account designated by ACE Hi (which account shall be designated in writing to Buyer delivered at least two (2) business days prior to the Closing Date) in an amount equal to the ACE Closing Payment; (ii) to AREH, immediately available funds by wire transfer to an account designated by AREH (which account shall be designated in writing to Buyer at least two (2) business days prior to the Closing Date) in an amount equal to the AREH Closing Payment; and (iii) to each Seller, the certificates required by Section 10.3(a) and Section 10.3(b) hereof8.2.

Closing Deliveries. (a) 6.2.1 At the Closing, the ACE Selling Parties Transferor shall deliver deliver, or cause to Buyerbe delivered, to Acquiror: (a) A fully executed B▇▇▇ of Sale and Assignment and Assumption in the form of Exhibit 6.2.1 to this Agreement (the “B▇▇▇ of Sale”) conveying to Acquiror all personal property to be acquired by Acquiror pursuant to this Agreement and providing for (i) the certificatesassignment to Acquiror of the contract rights, if any, representing and all other intangible personal property included in the ACE Lo Equity Interests, either duly endorsed for transfer assets used in the Business and (ii) Acquiror’s assumption of the Assumed Liabilities; A Certificate of an officer of Transferor (i) certifying to Buyer or accompanied by appropriate duly executed limited liability interest powers orthe attached resolutions of the board of directors and shareholders, if the ACE Lo Equity Interests are not certificatedboard of directors deems it necessary, one or more instruments of assignment in a form approved by Buyer conveying such ACE Lo Equity Interests to Buyer; Transferor authorizing this transaction, and (ii) attesting to the resignations or evidence of their removal from office incumbency of the persons named on Schedule III(a) as directors, authorized officers of Transferor executing this Agreement and managers, as applicable, of ACE Lo the Transferor’s closing documents; A duly authorized and Brighton Park Maintenance Corp., effective as of the Closing Date, together with any required amendments to the organizational documents of ACE Lo and Brighton Park Maintenance Corp. and filings with Governmental Entities; (iii) the certificates executed Release Agreement required by Section 10.2(a) and Section 10.2(b) hereof; (iv) affidavits executed by ACE Hi and any 8.1.1; A Certificate of its required Affiliates that satisfy the requirements of Section 1445 an authorized officer of the CodeTransferor certifying as to the accuracy of the Transferor’s representations and warranties under Section 7.1; All Consents necessary to permit Transferor to transfer the Purchased Assets to Acquiror; and All necessary documents to transfer and assign any Intellectual Property which is being transferred pursuant to this Agreement; and (v) owners’ affidavits and indemnities in the forms attached to the preliminary certification and report on title for each parcel of the ACE Real Properties set forth on Exhibit H-1 attached hereto (the “ACE Real Property Preliminary Certifications and Reports”). (b) 6.2.2 At the Closing, AREH Acquiror shall deliver deliver, or cause to Buyerbe delivered, to Transferor: (a) A counterpart copy of the B▇▇▇ of Sale, executed by Acquiror; A Certificate of an authorized officer of Acquiror (i) certifying attached resolutions of the certificatesboards of directors and shareholders of Acquiror authorizing this transaction, if any, representing the AREH Subs Equity Interests, either duly endorsed for transfer to Buyer or accompanied by appropriate duly executed limited liability interest powers or, if the AREH Subs Equity Interests are not certificated, one or more instruments of assignment in a form approved by Buyer conveying such AREH Subs Equity Interests to Buyer; and (ii) attesting to the resignations incumbency of the persons named on Schedule III(b) authorized officer of Acquiror executing this Agreement and the Acquiror’s closing documents; A duly authorized and executed Release Agreement as directors, officers and managers, as applicable, of the Companies effective as of the Closing Date, together with any required amendments to the organizational documents of the Companies and filings with Governmental Entities; (iii) the certificates required by Section 10.2(a) and Section 10.2(b) hereof; (iv) affidavits executed by AREH and any 8.1.1; A Certificate of its required Affiliates that satisfy the requirements of Section 1445 an authorized officer of the Code; and (v) owner’s affidavits and indemnities in the forms attached Acquiror certifying as to the preliminary certifications and reports on title for each parcel accuracy of the Adjacent Real Properties set forth on Exhibit H-2 attached hereto (Acquiror’s representations and warranties under Section 7.2; A Certificate of an authorized officer of the “Adjacent Real Property Preliminary Certifications and Reports” and, together Acquiror certifying the number of shares that Transferor shall be entitled to in accordance with the ACE Real terms and conditions of this Agreement; and A counterpart copy of necessary documents to transfer and assign any Intellectual Property Preliminary Certifications and Reports, the “Preliminary Certifications and Reports”)which is being transferred pursuant to this Agreement. (c) At the Closing, Buyer shall deliver: (i) to ACE Hi, immediately available funds by wire transfer to an account designated by ACE Hi (which account shall be designated in writing to Buyer at least two (2) business days prior to the Closing Date) in an amount equal to the ACE Closing Payment; (ii) to AREH, immediately available funds by wire transfer to an account designated by AREH (which account shall be designated in writing to Buyer at least two (2) business days prior to the Closing Date) in an amount equal to the AREH Closing Payment; and (iii) to each Seller, the certificates required by Section 10.3(a) and Section 10.3(b) hereof.

Closing Deliveries. (a) At Administrative Agent shall have received each of the Closingfollowing documents, instruments and agreements, each of which shall be in form and substance and executed in such counterparts as shall be acceptable to Administrative Agent and Required Banks and each of which shall, unless otherwise indicated, be dated the ACE Selling Parties shall deliver to BuyerClosing Date: (i) the certificatesthis Agreement, if any, representing the ACE Lo Equity Interests, either duly endorsed for transfer to Buyer or accompanied by appropriate duly executed limited liability interest powers orand delivered by Borrower, if the ACE Lo Equity Interests are not certificatedeach Bank, one or more instruments Letter of assignment in a form approved by Buyer conveying such ACE Lo Equity Interests to BuyerCredit Issuer, and Administrative Agent; (ii) a Note payable to each Bank requesting a Note in the resignations or evidence amount of their removal from office of the persons named on Schedule III(a) as directorssuch Bank’s Maximum Credit Amount, officers in each case duly executed and managers, as applicable, of ACE Lo and Brighton Park Maintenance Corp., effective as of the Closing Date, together with any required amendments to the organizational documents of ACE Lo and Brighton Park Maintenance Corp. and filings with Governmental Entitiesdelivered by Borrower; (iii) the certificates required Facility Guaranty, duly executed and delivered by Section 10.2(a) and Section 10.2(b) hereofeach Credit Party other than Borrower; (iv) affidavits the Security Agreement, duly executed and delivered by ACE Hi Borrower and any of its required Affiliates that satisfy the requirements of Section 1445 of the Code; andeach other Credit Party; (v) owners’ affidavits and indemnities in the forms attached to the preliminary certification and report on title for Mortgages, each parcel of the ACE Real Properties set forth on Exhibit H-1 attached hereto (the “ACE Real Property Preliminary Certifications and Reports”). (b) At the Closing, AREH shall deliver to Buyer: (i) the certificates, if any, representing the AREH Subs Equity Interests, either duly endorsed for transfer to Buyer or accompanied by appropriate duly executed limited liability interest powers orand delivered by the appropriate Credit Party, if the AREH Subs Equity Interests are not certificatedtogether with such other assignments, one or more instruments of assignment conveyances, amendments, merger and/or name change affidavits, agreements and other writings, including UCC-1 financing statements, in a form approved by Buyer conveying such AREH Subs Equity Interests and substance satisfactory to BuyerAdministrative Agent; (iivi) a Certificate of Ownership Interests substantially in the resignations form of Exhibit E duly executed and delivered by an Authorized Officer of Borrower; (vii) an opinion of Akin Gump S▇▇▇▇▇▇ H▇▇▇▇ & F▇▇▇ LLP, counsel to Borrower, favorably opining as to such New York and Texas law-matters as Administrative Agent or Required Banks may request, in form and substance satisfactory to Administrative Agent and Required Banks; (viii) an opinion of the persons named on Schedule III(bgeneral counsel to Borrower, favorably opining as to such matters as Administrative Agent or Required Banks may request, in form and substance satisfactory to Administrative Agent and Required Banks; (ix) such UCC Lien search reports as directorsAdministrative Agent shall require, officers conducted in such jurisdictions and managersreflecting such names as Administrative Agent shall request; (x) copies of the certificate of incorporation or certificate of formation, as applicableand all amendments thereto, of Borrower and each other Credit Party accompanied by a certificate that such copy is true, correct and complete issued by the Companies effective appropriate Governmental Authority of the State of Delaware and accompanied by a certificate of the Secretary or comparable Authorized Officer of Borrower and each other Credit Party that such copy is true, correct and complete as of the Closing Date, together with any required amendments to the organizational documents of the Companies and filings with Governmental Entities; (iiixi) copies of the certificates required bylaws or limited liability company agreement, and all amendments thereto, of Borrower and each other Credit Party, accompanied by Section 10.2(a) a certificate of the Secretary or comparable Authorized Officer of Borrower and Section 10.2(b) hereofeach other Credit Party that each such copy is true, correct and complete as of the Closing Date; (ivxii) affidavits certain certificates and other documents issued by the appropriate Governmental Authorities of the states of formation and the other states listed on Schedule 3 hereto, as applicable, relating to the existence of each Credit Party and to the effect that each applicable Credit Party is organized or qualified to do business in such jurisdiction is in good standing with respect to the payment of franchise and similar Taxes and is duly qualified to transact business in such jurisdictions; (xiii) a certificate of incumbency of all officers of Borrower and each other Credit Party who will be authorized to execute or attest to any Loan Paper, dated the Closing Date, executed by AREH the Secretary or comparable Authorized Officer of Borrower and each other Credit Party; (xiv) copies of resolutions or comparable authorizations and consents approving the Loan Papers and authorizing the transactions contemplated by this Agreement and the other Loan Papers, duly adopted by the Board of Directors (or similar managing body) of Borrower and each other Credit Party, accompanied by certificates of the Secretary or comparable officer of Borrower and each other Credit Party that such copies are true and correct copies of resolutions duly adopted at a meeting of or (if permitted by applicable Law and, if required by such Law, by the Bylaws, or other charter documents of Borrower and each other Credit Party) by the unanimous written consent of the Board of Directors (or similar managing body) of Borrower and each other Credit Party, and that such resolutions constitute all the 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 its required Affiliates the Closing Date; (xv) certificates from the Credit Parties’ insurance providers setting forth the insurance maintained by the Credit Parties, showing that satisfy insurance meeting the requirements of Section 1445 8.5 is in full force and effect and that all premiums due with respect thereto have been paid, showing Administrative Agent as loss payee with respect to all such property or casualty policies and as additional insured with respect to all such liability policies, and stating that such insurer will provide Administrative Agent with at least 30 days’ advance notice of cancellation of any such policy; (xvi) certificates, together with undated, blank stock powers (or the equivalent for Persons that are not corporations) for each certificate, representing all of the Codecertificated issued and outstanding Equity of each direct or indirect Subsidiary of Borrower; (xvii) a solvency certificate of the chief financial officer or chief executive officer of Borrower in form and substance reasonably satisfactory to the Administrative Agent, certifying the solvency of Borrower and its Subsidiaries, on a consolidated basis, after giving effect to the Closing Transactions; and (vxviii) owner’s affidavits and indemnities in the forms attached to the preliminary certifications extent requested by any Bank, all documentation and reports on title for each parcel of the Adjacent Real Properties set forth on Exhibit H-2 attached hereto (the “Adjacent Real Property Preliminary Certifications and Reports” and, together with the ACE Real Property Preliminary Certifications and Reports, the “Preliminary Certifications and Reports”). (c) At the Closing, Buyer shall deliver: (i) to ACE Hi, immediately available funds by wire transfer to an account designated by ACE Hi (which account shall be designated in writing to Buyer at least two (2) business days prior to the Closing Date) in an amount equal to the ACE Closing Payment; (ii) to AREH, immediately available funds by wire transfer to an account designated by AREH (which account shall be designated in writing to Buyer at least two (2) business days prior to the Closing Date) in an amount equal to the AREH Closing Payment; and (iii) to each Seller, the certificates other information required by Section 10.3(a) regulatory authorities under applicable “know your customer” and Section 10.3(b) hereofanti-money laundering rules and regulations, including the USA Patriot Act.

Closing Deliveries. (a) At Administrative Agent shall have received each of the Closingfollowing documents, instruments and agreements, each of which shall be in form and substance and executed in such counterparts as shall be acceptable to Administrative Agent and each Bank and each of which shall, unless otherwise indicated, be dated the ACE Selling Parties shall deliver to BuyerClosing Date: (i) a Note payable to the certificatesorder of each Bank, if anyeach in the amount of such Bank’s Commitment, representing the ACE Lo Equity Interests, either duly endorsed for transfer to Buyer or accompanied by appropriate duly executed limited liability interest powers or, if the ACE Lo Equity Interests are not certificated, one or more instruments of assignment in a form approved by Buyer conveying such ACE Lo Equity Interests to BuyerBorrower; (ii) the resignations or evidence of their removal from office of Mortgages and Amendments to Mortgages to be executed on the persons named on Schedule III(a) as directorsClosing Date pursuant to Section 6.1(a), officers duly executed and managersdelivered by Borrower and Equity Oil, as applicable, together with such other assignments, conveyances, amendments, agreements and other writings, including, without limitation, UCC-1 and UCC-3 financing statements, in form and substance satisfactory to Administrative Agent, creating first and prior Liens in all Borrowing Base Properties; (iii) a Parent Pledge Agreement duly executed and delivered by WPC together with (A) to the extent not previously delivered to Administrative Agent pursuant to the terms of ACE Lo the Existing Credit Agreement, certificates evidencing one hundred percent (100%) of the issued and Brighton Park Maintenance Corp.outstanding Equity of Borrower and Equity Oil, effective which certificates shall be accompanied by stock powers executed in blank, and (B) such financing statements (duly authorized) as Administrative Agent shall request to evidence and perfect the Liens granted pursuant to such Parent Pledge Agreement; (iv) Facility Guaranties duly executed by WPC and Equity Oil; (v) such financing statements (including, without limitation, the financing statements referenced in subclauses (ii) and (iii) above) in form and substance acceptable to Administrative Agent as Administrative Agent shall specify to fully evidence and perfect all Liens contemplated by the Loan Papers (to the extent such Liens may be perfected by filing a financing statement), all of which shall be filed of record in such jurisdictions as Administrative Agent shall require in its sole discretion; (vi) a copy of the articles or certificate of incorporation, certificate of organization, or comparable charter documents, and all amendments thereto, of each Credit Party accompanied by a certificate that such copy is true, correct and complete, and dated within ten (10) days of the Closing Date (or within such other period as acceptable to Administrative Agent), issued by the appropriate Governmental Authority of the jurisdiction of incorporation of each such Credit Party, and accompanied by a certificate of the Secretary or comparable Authorized Officer of each such Credit Party that such copy is true, correct and complete on the Closing Date; (vii) a copy of the bylaws, regulations or comparable charter documents, and all amendments thereto, of each Credit Party accompanied by a certificate of the Secretary or comparable Authorized Officer of each such Credit Party that such copy is true, correct and complete as of Closing Date; (viii) certain certificates and other documents issued by the appropriate Governmental Authorities of such jurisdictions as Administrative Agent has requested relating to the existence of each Credit Party and to the effect that each such Credit Party is in good standing with respect to the payment of franchise and similar Taxes and is duly qualified to transact business in such jurisdictions; (ix) a certificate of incumbency of all officers of each Credit Party who will be authorized to execute or attest to any Loan Paper, dated the Closing Date, executed by the Secretary or comparable Authorized Officer of each such Credit Party; (x) copies of resolutions or comparable authorizations approving the Loan Papers and authorizing the Closing Transactions and the transactions contemplated by this Agreement and the other Loan Papers, duly adopted by the Board of Directors (or comparable authority) of each Credit Party accompanied by certificates of the Secretary or comparable officer of each such Credit Party that such copies are true and correct copies of resolutions duly adopted at a meeting of or (if permitted by applicable Law and, if required by such Law, by the bylaws or comparable charter documents of each such Credit Party, as applicable) by the unanimous written consent of the Board of Directors (or comparable authority) of each such Credit Party, as applicable, and that such resolutions constitute all the 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 Closing Date, together with any required amendments to the organizational documents of ACE Lo and Brighton Park Maintenance Corp. and filings with Governmental Entities; (iiixi) an opinion of (a) ▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, special counsel for the certificates required by Section 10.2(aCredit Parties, and (b) with respect to Texas law issues, an opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇, special counsel for the Credit Parties, each dated the Closing Date, favorably opining as to the enforceability of each of the Loan Papers and Section 10.2(b) hereofotherwise in form and substance satisfactory to Administrative Agent and Banks; (ivxii) affidavits executed an opinion of special counsel for Administrative Agent in each of California, Colorado, Louisiana, Michigan, Montana, New Mexico, North Dakota, Oklahoma and Wyoming, each dated the Closing Date, favorably opining as to the enforceability of the applicable Mortgages and Amendments to Mortgages in each applicable State and otherwise in form and substance satisfactory to Administrative Agent and Banks; (xiii) a certificate signed by ACE Hi an Authorized Officer of Borrower stating that (a) the representations and warranties contained in this Agreement and the other Loan Papers are true and correct in all respects, and (b) no Default or Event of Default has occurred and is continuing; (xiv) a Certificate of Ownership Interests signed by an Authorized Officer of Borrower in the form of Exhibit J attached hereto; (xv) copies of all reports in Borrower’s files (or otherwise reasonably available to Borrower) pertaining to Borrower’s Mineral Interests and operations (after giving effect to the CQ Acquisition), which report(s) shall not reflect the existence of facts or circumstances which would constitute a material violation of any of its required Affiliates Applicable Environmental Law or which are likely to result in a material liability to any Credit Party; (xvi) certificates from Borrower’s insurance broker setting forth the insurance maintained by Borrower and stating that satisfy such insurance is in full force and effect, and which certificates shall evidence that such insurance complies with the requirements of Section 1445 of the Code9.6; and (vxvii) owners’ affidavits and indemnities in the forms attached to the preliminary certification and report on title for a copy of each parcel of the ACE Real Properties set forth on Exhibit H-1 attached hereto (the “ACE Real Property Preliminary Certifications and Reports”). (b) At the Closing, AREH shall deliver to Buyer: (i) the certificates, if any, representing the AREH Subs Equity Interests, either duly endorsed for transfer to Buyer or accompanied by appropriate duly executed limited liability interest powers or, if the AREH Subs Equity Interests are not certificated, one or more instruments of assignment in a form approved by Buyer conveying such AREH Subs Equity Interests to Buyer; (ii) the resignations of the persons named on Schedule III(b) as directors, officers and managers, as applicable, of the Companies effective as of the Closing DateCQ Acquisition Document, together with any required amendments a certificate from an Authorized Officer of Borrower certifying that such copies are accurate and complete and represent the complete understanding and agreement of the parties with respect to the organizational documents of the Companies and filings with Governmental Entities; (iii) the certificates required by Section 10.2(a) and Section 10.2(b) hereof; (iv) affidavits executed by AREH and any of its required Affiliates that satisfy the requirements of Section 1445 of the Code; and (v) owner’s affidavits and indemnities in the forms attached to the preliminary certifications and reports on title for each parcel of the Adjacent Real Properties set forth on Exhibit H-2 attached hereto (the “Adjacent Real Property Preliminary Certifications and Reports” and, together with the ACE Real Property Preliminary Certifications and Reports, the “Preliminary Certifications and Reports”)subject matter thereof. (c) At the Closing, Buyer shall deliver: (i) to ACE Hi, immediately available funds by wire transfer to an account designated by ACE Hi (which account shall be designated in writing to Buyer at least two (2) business days prior to the Closing Date) in an amount equal to the ACE Closing Payment; (ii) to AREH, immediately available funds by wire transfer to an account designated by AREH (which account shall be designated in writing to Buyer at least two (2) business days prior to the Closing Date) in an amount equal to the AREH Closing Payment; and (iii) to each Seller, the certificates required by Section 10.3(a) and Section 10.3(b) hereof.

Closing Deliveries. (a) At the Closing, the ACE Selling Parties shall Sellers will deliver or cause to Buyerbe delivered to the Purchasers: (i) the certificates, if any, representing the ACE Lo Equity Interests, either duly endorsed for transfer to Buyer or accompanied by appropriate duly such executed limited liability interest powers or, if the ACE Lo Equity Interests are not certificated, one or more instruments of assignment in a form approved by Buyer conveying such ACE Lo transfer or other evidence sufficient to transfer all of the Equity Interests to BuyerPurchasers (together, the “Equity Transfer Documents)”, including certificates representing the Shares and statutory share transfer forms (the “Share Transfer Forms”) in the form of Exhibit A executed by each Share Seller and all other documents necessary to register the Share Transfer Forms with the Mauritian Registrar General); (ii) with respect to the resignations or evidence Option Shares: (A) notices of their removal from office exercise of options, in a form reasonably acceptable to Share Purchaser, in which each Option Holder (i) exercises all of the persons named vested options in Class B Shares of the Company held by him or her upon Closing, (ii) authorizes the Share Purchaser to pay the aggregate exercise price payable in respect of the exercise of Options to the Company from the portion of the Initial Purchase Price payable to the Option Holder therefor, (iii) authorizes the sale of the Option Shares to the Share Purchaser and instructs the Seller Representative to carry out all necessary actions to effect such sale and purchase, and (iv) authorizes the Share Purchaser to pay the net consideration from the sale of Option Shares to [***] = Confidential Treatment requested for redacted portion; redacted portion has been filed separately with the Commission. the Option Holders (having first deducted from the sale proceeds (1) the aggregate exercise price payable in respect of the exercise of the Options, plus (2) sufficient funds to satisfy any income tax liability and or any other tax or social security withholding required where appropriate and (3) the pro rata share of contributions to the Escrow Amount and the pro rata share of transaction fees and expenses associated with the exercise of the option and the sale of the Option Shares as set forth on Schedule III(aB); and (B) as directorsa Share Transfer Form, officers and managersexecuted by each Option Holder (all such documents, collectively, the “Option Share Transfer Documents”); (iii) a release in the form of Exhibit B executed by each Seller (collectively, the “Seller Releases”); (iv) an employment agreement, substantially in the respective forms agreed between the parties, as applicable, of ACE Lo executed by Agoda Thailand and Brighton Park Maintenance Corp.[***] (collectively, the “Employment Agreements”); (v) resignations effective as of the Closing Date of each director and officer of each Acquired Company as the Purchasers may have requested in writing prior to the Closing Date, together with any required amendments to exception of the organizational documents of ACE Lo and Brighton Park Maintenance Corp. and filings with Governmental Entitiespersons set forth on Schedule E; (iiivi) a certificate in the certificates required by Section 10.2(a) and Section 10.2(b) hereof; (iv) affidavits executed by ACE Hi and any form of its required Affiliates that satisfy the requirements of Section 1445 Exhibit C of the Code; and secretary or assistant secretary (v) owners’ affidavits and indemnities in the forms attached to the preliminary certification and report on title for each parcel of the ACE Real Properties set forth on Exhibit H-1 attached hereto (the “ACE Real Property Preliminary Certifications and Reports”). (b) At the Closing, AREH shall deliver to Buyer: (i) the certificates, if any, representing the AREH Subs Equity Interests, either duly endorsed for transfer to Buyer or accompanied by appropriate duly executed limited liability interest powers or, if the AREH Subs Equity Interests are not certificated, one or more instruments of assignment in a form approved by Buyer conveying such AREH Subs Equity Interests to Buyer; (ii) the resignations of the persons named on Schedule III(b) as directors, officers and managersequivalent officer, as applicable, ) of the Companies effective each Acquired Company dated as of the Closing DateDate and attaching with respect to each Acquired Company (A) the Acquired Company’s charter and all amendments thereto, together with any required amendments to certified by the organizational documents Secretary of State (or equivalent) of the Companies and filings with Governmental Entities; (iii) the certificates required by Section 10.2(a) and Section 10.2(b) hereof; (iv) affidavits executed by AREH and any of its required Affiliates that satisfy the requirements of Section 1445 jurisdiction of the Code; and (v) ownerAcquired Company’s affidavits and indemnities in the forms attached to the preliminary certifications and reports on title for each parcel of the Adjacent Real Properties set forth on Exhibit H-2 attached hereto (the “Adjacent Real Property Preliminary Certifications and Reports” and, together with the ACE Real Property Preliminary Certifications and Reports, the “Preliminary Certifications and Reports”). (c) At the Closing, Buyer shall deliver: (i) to ACE Hi, immediately available funds by wire transfer to an account designated by ACE Hi (which account shall be designated in writing to Buyer at least two (2) organization not more than five business days prior to the Closing Date, (B) in an amount equal to the ACE Closing Payment; Acquired Company’s bylaws (iior equivalent) to AREHand all amendments thereto and (C) a certificate of good standing (or equivalent) of the Acquired Company certified by the Secretary of State (or equivalent) of the jurisdiction of the Acquired Company’s organization, immediately available funds by wire transfer to an account designated by AREH (which account shall be designated in writing to Buyer at least two (2) where applicable, and issued not more than five business days prior to the Closing Date; (D) all resolutions of the board of directors or other authorizing body (or a duly authorized committee thereof) of the Acquired Companies relating to this Agreement and the transactions contemplated by this Agreement; and (E) incumbency and signatures of the officers of the Company executing any agreement contemplated by this Agreement; (vii) a receipt for the Initial Purchase Price, less the Escrow Amount, in an amount equal a form reasonably satisfactory to the AREH Closing Payment; andPurchasers; (iiiviii) to each Selleran escrow agreement in the form of Exhibit D (the “Escrow Agreement”) executed by Sellers’ Representative and JPMorgan Chase Bank, N.A. (the certificates required by Section 10.3(a) and Section 10.3(b) hereof.“Escrow Agent”);

Closing Deliveries. (a) A. At the Closing, the ACE Selling Parties Seller shall deliver to BuyerPurchaser, executed and acknowledged, as applicable: i. The Deeds; ii. A general ▇▇▇▇ of sale for the Personal Property, in the form of Exhibit 8(A)(ii), conveying as more particularly set forth therein, to Purchaser all of Seller’s right, title and interest in and to the Personal Property; iii. An assignment and assumption, in the form of Exhibit 8(A)(iii), which provides for, as more particularly set forth therein, the assignment by Seller of all of Seller’s right, title and interest as landlord in and to the Leases and the assumption by Purchaser of all of Seller’s obligations as landlord under the Leases arising from and after the Closing Date (ithe “Assignment and Assumption of Leases”); iv. An estoppel certificate from the Condominium Board pursuant to Section 2.2.2.4 of the By-Laws (the “Condominium Estoppel”): (1) setting forth the certificatesdate and amounts to which Common Charges and any additional Common Charges (including Special Assessments) have been paid, and the amount of any unpaid indebtedness owed under the Condominium Documents and (2) acknowledging that there are not, to the best knowledge of the Condominium Board, any uncured defaults or violations by any Unit owner under the Condominium Documents or specifying any defaults or violations if any are claimed; v. Executed originals of all Leases, Brokerage Agreements and Surviving Contracts, or copies thereof to the extent executed originals thereof are not in Seller’s or property manager’s possession; vi. A certification of nonforeign status, in form required by Internal Revenue Code (the “Code”) Section 1445 and the regulations issued thereunder; vii. Notice letters to the Tenants, in the form of Exhibit 8(A)(vii) (the “Tenant Notice Letters”), to be prepared by Purchaser; viii. The Tenant Estoppels (as hereinafter defined) to the extent delivered under Article 10 hereof; ix. A Real Property Transfer Tax Return with respect to the New York City Real Property Transfer Tax (the “RPT Form”); x. A New York State Real Estate Transfer Tax Return and Credit Line Mortgage Certificate with respect to the New York State Real Estate Transfer Tax (the “Form TP-584”); xi. A New York State Real Property Transfer Report Form RP-5217 NYC (the “RP-5217”); xii. A Department of Housing Preservation and Development Affidavit in Lieu of Registration Statement (the “Non-Multiple Dwelling Affidavit”); xiii. Evidence of authority, good standing (if applicable) and due authorization of Seller to enter into the within transaction and to perform all of its obligations hereunder, including, without limitation, the execution and delivery of all of the closing documents required by this Agreement, and setting forth such additional facts, if any, representing as may be needed to show that the ACE Lo Equity Intereststransaction is duly authorized and is in conformity with Seller’s organizational documents and applicable laws and to enable the Title Insurer to omit all exceptions regarding Seller’s standing, authority and authorization; xiv. To the extent in Seller’s or its property manager’s possession or control (a) those transferable licenses and permits, authorizations and approvals pertaining to the Premises which are not posted at the Premises, and (b) all transferable guarantees and warranties which Seller has received in connection with any work or services performed or equipment installed in and improvements to the Premises; xv. To the extent available at Closing, documentation as reasonably required by the Purchaser to calculate the Overage Rent due and owing after the Closing or if not available then Seller will deliver same within a reasonable time following the Closing; xvi. A title affidavit in substantially the form attached hereto as Exhibit 8(A)(xvi) (the “Title Affidavit”); xvii. A closing statement (the “Closing Statement”); xviii. Keys to locks at the Property in the possession or control of Seller or its property manager; and xix. The Tenant Deposits (hereinafter defined) held by Seller in the form of cash, at Seller’s option, either duly endorsed for transfer (i) in the form of a cashier’s check issued by a bank reasonably acceptable to Buyer Purchaser, or accompanied by appropriate duly executed limited liability interest powers or, if (ii) as part of an adjustment to the ACE Lo Equity Interests are not certificated, Purchase Price. In the event one or more instruments Tenant Deposits are in the form of assignment in a form approved by Buyer conveying such ACE Lo Equity Interests letter of credit, then Seller shall deliver at Closing (subject to Buyer; (iithe following sentence) the resignations original letter(s) of credit with all amendments thereto (collectively, the “Letters of Credit”), together with documentation sufficient to cause the Letters of Credit to be transferred or evidence of their removal from office assigned to Purchaser, or, with respect to any of the persons named on Schedule III(aLetters of Credit that are not transferable, replaced, upon approval thereof by the issuer of the letter(s) as directors, officers and managers, as applicable, of ACE Lo and Brighton Park Maintenance Corp., effective as credit. Seller shall use commercially reasonable efforts to cause the Letters of Credit that are not transferable to be re-issued to Purchaser promptly following the Closing Date, together it being understood that the re-issuance of such Letters of Credit shall not be a condition precedent to Purchaser’s obligation hereunder. Any fees levied by the issuer of any of the Letters of Credit shall be paid by Purchaser, which obligation shall survive the Closing as to those non-transferable Letters of Credits which are not transferred to Purchaser at the Closing (collectively, the “Non-Transferable Letters of Credit”). Seller shall cooperate with any required amendments Purchaser post-closing to transfer the Non-Transferable Letters of Credit, and until the Non-Transferable Letters of Credit shall be transferred to Purchaser or replaced, as aforesaid, Purchaser may request Seller to draw upon the same and deliver the proceeds to Purchaser or return the same to the organizational documents of ACE Lo applicable Tenant, in each case upon Purchaser’s written instruction, and Brighton Park Maintenance Corp. Purchaser shall indemnify, defend and filings with Governmental Entitieshold Seller harmless from any liability, claims, actions, actual damages, judgments, penalties, actual costs, and reasonable expenses, including reasonable attorneys’ fees, related to any claims arising from any such draw by Seller; xx. An assignment and assumption, in the form of Exhibit 8(A)(xx), which provides for, as more particularly set forth therein, the assignment by Seller of all of Seller’s right, title and interest in and to the Surviving Contracts and the assumption by Purchaser of all of Seller’s obligations under the Surviving Contracts arising from and after the Closing Date (iii) the certificates required by Section 10.2(a) “Assignment and Section 10.2(b) hereofAssumption of Surviving Contracts”); xxi. A Form 1099-S Statement for Recipient of Proceeds from Real Estate Transaction; xxii. The No-Action Letter (ivhereinafter defined); xxiii. Any SNDAs, if obtained pursuant to Section 10(B) affidavits executed by ACE Hi and any of its required Affiliates that satisfy the requirements of Section 1445 of the Codehereunder; and (v) owners’ affidavits and indemnities in xxiv. Such other instruments or documents that by the forms attached terms of this Agreement are to be delivered by Seller at Closing or that may be reasonably necessary to effect the preliminary certification and report on title for each parcel consummation of the ACE Real Properties set forth on Exhibit H-1 attached hereto (transactions which are the “ACE Real Property Preliminary Certifications and Reports”)subject of this Agreement. (b) B. At the Closing, AREH Purchaser shall deliver to BuyerSeller, executed and acknowledged, as applicable: i. The balance of the Purchase Price (ii.e., the Purchase Price, less the Deposit and the interest earned thereon) and all other amounts payable by Purchaser to Seller at the certificatesClosing pursuant to this Agreement; ii. The Assignment and Assumption of Leases; iii. The Tenant Notice Letters; iv. The RPT Form; v. The RP-5217; vi. The Form TP-584; vii. The Assignment and Assumption of Surviving Contracts; viii. Evidence of authority, good standing (if applicable) and due authorization of Purchaser to enter into the within transaction and to perform all of its obligations hereunder, including, without limitation, the execution and delivery of all of the closing documents required by this Agreement, and setting forth such additional facts, if any, representing as may be needed to show that the AREH Subs Equity Intereststransaction is duly authorized and is in conformity with Purchaser’s organizational documents and applicable laws; ix. The Closing Statement; and x. Such other instruments or documents that by the terms of this Agreement are to be delivered by Purchaser at Closing or that may be reasonably necessary to effect the consummation of the transactions which are the subject of this Agreement. C. Subject to Section 16(D) hereof, either duly endorsed the acceptance of the Deeds by Purchaser shall be deemed to be full performance of, and discharge of, every agreement and obligation on Seller’s part to be performed under this Agreement, except for transfer such matters which are expressly stated in this Agreement to Buyer or accompanied by appropriate duly executed limited liability interest powers orsurvive the Closing, if to the AREH Subs Equity Interests are not certificatedlimit of such survival, one or more and any ongoing obligations under the agreements and instruments of assignment in a form approved by Buyer conveying such AREH Subs Equity Interests delivered at Closing. D. Seller shall cooperate with Purchaser, at no out-of-pocket cost to Buyer; (ii) the resignations of the persons named on Schedule III(b) as directorsSeller, officers and managersto request reliance letters from IVI Assessment Services, as applicable, of the Companies effective as of the Closing Date, together Inc. with any required amendments respect to the organizational documents Phase I Environmental Site Assessment and the Property Condition Report, each dated May 2, 2013; provided, however, that the failure of Purchaser to obtain any such reliance letters shall not constitute a default by Seller under this Agreement or have any consequence to Seller under this Agreement, and the Companies and filings with Governmental Entities; (iii) the certificates required by Section 10.2(a) and Section 10.2(b) hereof; (iv) affidavits executed by AREH and delivery of any of its required Affiliates that satisfy the requirements of Section 1445 of the Code; and (v) ownersuch reliance letters shall not be a condition to Purchaser’s affidavits and indemnities in the forms attached obligation to the preliminary certifications and reports on title for each parcel of the Adjacent Real Properties set forth on Exhibit H-2 attached hereto (the “Adjacent Real Property Preliminary Certifications and Reports” and, together with the ACE Real Property Preliminary Certifications and Reports, the “Preliminary Certifications and Reports”). (c) At consummate the Closing, Buyer shall deliver: (i) to ACE Hi, immediately available funds by wire transfer to an account designated by ACE Hi (which account shall be designated in writing to Buyer at least two (2) business days prior to the Closing Date) in an amount equal to the ACE Closing Payment; (ii) to AREH, immediately available funds by wire transfer to an account designated by AREH (which account shall be designated in writing to Buyer at least two (2) business days prior to the Closing Date) in an amount equal to the AREH Closing Payment; and (iii) to each Seller, the certificates required by Section 10.3(a) and Section 10.3(b) hereof.

Closing Deliveries. (a) At the or prior to each Closing, with respect to each Principal Holder that requests the ACE Selling Parties shall deliver to Buyer: (i) the certificates, if any, representing the ACE Lo Equity Interests, either duly endorsed Exchange contemplated for transfer to Buyer or accompanied by appropriate duly executed limited liability interest powers or, if the ACE Lo Equity Interests are not certificated, one or more instruments of assignment in a form approved by Buyer conveying such ACE Lo Equity Interests to Buyer; (ii) the resignations or evidence of their removal from office of the persons named on Schedule III(a) as directors, officers and managers, as applicable, of ACE Lo and Brighton Park Maintenance Corp., effective as of the Closing Date, together with any required amendments to the organizational documents of ACE Lo and Brighton Park Maintenance Corp. and filings with Governmental Entities; (iii) the certificates required by Section 10.2(a) and Section 10.2(b) hereof; (iv) affidavits executed by ACE Hi and any of its required Affiliates that satisfy the requirements of Section 1445 of the Code; and (v) owners’ affidavits and indemnities in the forms attached to the preliminary certification and report on title for each parcel of the ACE Real Properties set forth on Exhibit H-1 attached hereto (the “ACE Real Property Preliminary Certifications and Reports”). (b) At the Closing, AREH shall deliver to Buyer: (i) the certificates, if any, representing the AREH Subs Equity Interests, either duly endorsed for transfer to Buyer or accompanied by appropriate duly executed limited liability interest powers or, if the AREH Subs Equity Interests are not certificated, one or more instruments of assignment in a form approved by Buyer conveying such AREH Subs Equity Interests to Buyer; (ii) the resignations of the persons named on Schedule III(b) as directors, officers and managers, as applicable, of the Companies effective as of the Closing Date, together with any required amendments to the organizational documents of the Companies and filings with Governmental Entities; (iii) the certificates required by Section 10.2(a) and Section 10.2(b) hereof; (iv) affidavits executed by AREH and any of its required Affiliates that satisfy the requirements of Section 1445 of the Code; and (v) owner’s affidavits and indemnities in the forms attached to the preliminary certifications and reports on title for each parcel of the Adjacent Real Properties set forth on Exhibit H-2 attached hereto (the “Adjacent Real Property Preliminary Certifications and Reports” and, together with the ACE Real Property Preliminary Certifications and Reports, the “Preliminary Certifications and Reports”). (c) At the Closing, Buyer shall deliver: (i) to ACE Hithe extent that such Principal Holder’s Exchange Shares are certificated, immediately available funds such Principal Holder shall deliver to HMH B.V. or the Corporation, as applicable, certificates representing the Exchange Shares for the number Bundles of Exchange Shares specified in the applicable Redemption Request (or an affidavit of loss in lieu thereof in customary form, without any requirement to post a bond or furnish any other security), accompanied by wire security transfer powers, in form reasonably satisfactory to an account designated HMH B.V. or the Corporation, as applicable, duly executed in blank by ACE Hi (which account shall such Principal Holder or such Principal ▇▇▇▇▇▇’s duly authorized attorney, to be designated Exchanged based on the Exchange Rate in writing to Buyer effect at least two (2) business days prior to the Closing Date) in an amount equal to the ACE Closing Paymentapplicable Closing; (ii) to AREH, immediately available funds by wire transfer to an account designated by AREH (which account such Principal Holder shall be designated represent in writing that no Liens exist on the Exchange Shares delivered pursuant to Buyer at least two Sections 2.01(d)(i) (2other than transfer restrictions imposed by or under applicable securities laws, the Partnership Agreement and this Agreement), or that any such Liens have been released, ultimately as per Closing; (iii) business days prior in the event that Akastor elects, pursuant to the Closing DateHybrid Exchange Option, to exchange Mercury US Shares in lieu of HMH B.V. Non-Voting Class A Shares, ▇▇▇▇▇▇▇ shall represent in writing that the Mercury US Shares have been duly authorized and validly issued and are fully paid and non-assessable; (iv) such Principal Holder shall deliver to HMH B.V. or the Corporation, as applicable, the executed Redemption Request; (v) if such Principal Holder delivers to HMH B.V. or the Corporation, pursuant to Section 2.01(d)(i), a certificate representing a number of Exchange Shares that is greater than the number of Bundles of Exchange Shares specified in an amount equal the applicable Redemption Request, HMH B.V. or the Corporation will deliver to such Principal Holder certificates representing the AREH Closing Paymentexcess Exchange Shares, as applicable; and (iiivi) HMH B.V. or the Corporation, as applicable, shall deliver or cause to each Sellerbe delivered to such Principal Holder (x) the applicable Stock Consideration, registered in such names and such denominations as such Principal Holder requested pursuant to Section 2.01(b)(iii) or, if the certificates required Corporation and the Exchanging Principal Holder have mutually agreed as provided in Section 2.01(a), (y) the applicable Cash Consideration. To the extent that any Stock Consideration is to be paid or settled through the facilities of The Depository Trust Company, HMH B.V. or the Corporation, as applicable, shall, subject to Section 3.02(a) below, upon the written instruction of a Principal Holder, deliver or cause to be delivered such Stock Consideration deliverable to such Principal Holder, through the facilities of The Depository Trust Company, to the account of the participant of The Depository Trust Company designated by Section 10.3(a) and Section 10.3(b) hereofsuch Principal Holder.

Closing Deliveries. (a) At the Closingclosing, the ACE Selling Parties Meditrust shall deliver to Buyer: Sunrise all reasonable documentation (in form and substance reasonably acceptable to Sunrise and Meditrust) required to transfer and convey the Leases and Mortgages to Sunrise, including, without limitation: (i) a deed with respect to each property subject to the certificatesLeases, if any, representing in substantially the ACE Lo Equity Interests, either duly endorsed for transfer to Buyer or accompanied by appropriate duly executed limited liability interest powers or, if same form as the ACE Lo Equity Interests are not certificated, one or more instruments of assignment in a form approved by Buyer applicable deed conveying such ACE Lo Equity Interests property to Buyer; Meditrust, (ii) the resignations or evidence an assignment of their removal from office of the persons named on Schedule III(a) as directors, officers Meditrust's interest in and managers, as applicable, of ACE Lo and Brighton Park Maintenance Corp., effective as of the Closing Date, together with any required amendments to the organizational documents of ACE Lo Leases and Brighton Park Maintenance Corp. and filings related lease documents, with Governmental Entities; no representation from Meditrust other than as set forth in Paragraph 7 hereof, (iii) an assignment of the certificates required by Section 10.2(a) Mortgages and Section 10.2(b) related loan documents in recordable form with no representation from Meditrust other than as set forth in Paragraph 7 hereof; , (iv) affidavits executed by ACE Hi the original Note and any of its required Affiliates that satisfy the requirements of Section 1445 original Mortgage with respect to each of the Code; and Mortgages, (v) owners’ affidavits and indemnities in the forms attached a certificate of Meditrust with respect to the preliminary certification and report on title for status of each parcel of the ACE Real Properties set forth Leases and Mortgages, including the outstanding obligations or balance relating thereto, the date through which each has been paid, and a statement of any default of which Meditrust is aware, (vi) a FIRPTA certificate, (vii) originals of any guarantees, pledge assignments, and other documentation executed and delivered in connection with the Leases and Mortgages, (viii) reasonable evidence of authority of the officer executing the documents on Exhibit H-1 attached hereto behalf of Meditrust and (ix) the “ACE Real Property Preliminary Certifications original owner's and Reports”). (b) lender's policies of title insurance insuring Meditrust with respect to the Leases and Mortgages, respectively. At the Closingclosing, AREH shall Sunrise will deliver to Buyer: Meditrust all reasonable documentation (in form and substance reasonably acceptable to Sunrise and Meditrust) required to assume Meditrust's obligations under the Leases and Mortgages including, without limitation: (i) an assumption of Meditrust's interest in and to the certificatesLeases and the other related lease documents, if any, representing the AREH Subs Equity Interests, either duly endorsed for transfer to Buyer or accompanied by appropriate duly executed limited liability interest powers or, if the AREH Subs Equity Interests are not certificated, one or more instruments of assignment in a form approved by Buyer conveying such AREH Subs Equity Interests to Buyer; (ii) an assumption of Meditrust's obligations under the resignations of the persons named on Schedule III(b) as directors, officers Mortgages and managers, as applicable, of the Companies effective as of the Closing Date, together with any required amendments to the organizational related loan documents of the Companies in recordable form and filings with Governmental Entities; (iii) the certificates required by Section 10.2(a) and Section 10.2(b) hereof; (iv) affidavits executed by AREH and any reasonable evidence of its required Affiliates that satisfy the requirements of Section 1445 authority of the Code; and (v) owner’s affidavits and indemnities in officer executing the forms attached to the preliminary certifications and reports documents on title for each parcel behalf of the Adjacent Real Properties set forth on Exhibit H-2 attached hereto (the “Adjacent Real Property Preliminary Certifications and Reports” and, together with the ACE Real Property Preliminary Certifications and Reports, the “Preliminary Certifications and Reports”)Sunrise. (c) At the Closing, Buyer shall deliver: (i) to ACE Hi, immediately available funds by wire transfer to an account designated by ACE Hi (which account shall be designated in writing to Buyer at least two (2) business days prior to the Closing Date) in an amount equal to the ACE Closing Payment; (ii) to AREH, immediately available funds by wire transfer to an account designated by AREH (which account shall be designated in writing to Buyer at least two (2) business days prior to the Closing Date) in an amount equal to the AREH Closing Payment; and (iii) to each Seller, the certificates required by Section 10.3(a) and Section 10.3(b) hereof.

Closing Deliveries. (a) At the StockVal Option Closing, the ACE Selling Parties Sellers shall deliver to BuyerPurchaser, or in the case of clause (iv) below, make available to Purchaser: (i) general bills of sale and assignment, in form and substance reasonably satisfactory to Purchaser, with respect to the certificatesStockVal Assets (other than real estate) and any other documents reasonably requested by Purchaser so as to convey to Purchaser good title, if anyfree and clear of all Liens (other than Permitted Liens), representing to all of Sellers’right, title and interest in and to the ACE Lo Equity InterestsStockVal Assets, either duly endorsed for transfer to Buyer or accompanied each executed by appropriate duly executed limited liability interest powers or, if the ACE Lo Equity Interests are not certificated, one or more instruments of assignment in a form approved by Buyer conveying such ACE Lo Equity Interests to BuyerSellers; (ii) special or limited warranty deeds and owner’s title insurance policy commitments, each in form and substance reasonably satisfactory to Purchaser, with respect to any owned real property used in the resignations or evidence of their removal from office of the persons named on Schedule III(a) as directors, officers and managers, as applicable, of ACE Lo and Brighton Park Maintenance Corp., effective as of the Closing Date, together with any required amendments to the organizational documents of ACE Lo and Brighton Park Maintenance Corp. and filings with Governmental EntitiesStockVal Business; (iii) an assignment and assumption of leases, security deposits and prepaid rents assigning to Purchaser all of Sellers’right, title and interest in and to leased real property used in the certificates required by Section 10.2(a) StockVal Business and Section 10.2(b) hereofall security deposits and prepaid rents thereunder; (iv) affidavits executed by ACE Hi all of Sellers’books and records, customer files and related business records pertaining to the StockVal Assets, the originals of all contracts included in the StockVal Assets, in Sellers’possession, the originals of all permits and warranties, and copies of all maintenance records and operating manuals in Sellers’possession pertaining to the personal property or any portion of its required Affiliates that satisfy their respective owned or leased real property used in the requirements StockVal Business; (v) a certificate of non-foreign status relating to the StockVal Business in accordance with Section 1445 of the Code, and any similar State required documents requested by Purchaser or in respect of which there is Sellers’Knowledge; and (vvi) owners’ affidavits and indemnities all other documents, certificates, instruments or writings reasonably requested by Purchaser in the forms attached to the preliminary certification and report on title for each parcel connection with any purchase of the ACE Real Properties set forth on Exhibit H-1 attached hereto (the “ACE Real Property Preliminary Certifications and Reports”)StockVal Assets pursuant to Sections 10.1 or 10.2 hereof. (b) At the StockVal Option Closing, AREH Purchaser shall deliver to BuyerBridge: (i) the certificates, if any, representing the AREH Subs Equity Interests, either duly endorsed for StockVal Exercise Price by wire transfer of immediately available funds to Buyer an account or accompanied accounts designated in writing by appropriate duly executed limited liability interest powers or, if the AREH Subs Equity Interests are not certificated, one or more instruments of assignment in a form approved by Buyer conveying such AREH Subs Equity Interests to Buyer;Bridge; and (ii) an assumption agreement in form and substance reasonably acceptable to Bridge, providing for the resignations assignment by Sellers and the assumption by Purchaser of the persons named on Schedule III(b) as directors, officers StockVal Designated Contracts Purchaser has elected to assume and managers, as applicable, of the Companies effective as of the Closing Date, together with any required amendments have assigned to it or Purchaser’s Designee pursuant to the organizational documents terms of the Companies and filings with Governmental Entities; (iii) the certificates required by Section 10.2(a) and Section 10.2(b) hereof; (iv) affidavits executed by AREH and any of its required Affiliates that satisfy the requirements of Section 1445 of the Code; and (v) owner’s affidavits and indemnities in the forms attached to the preliminary certifications and reports on title for each parcel of the Adjacent Real Properties set forth on Exhibit H-2 attached hereto (the “Adjacent Real Property Preliminary Certifications and Reports” and, together with the ACE Real Property Preliminary Certifications and Reports, the “Preliminary Certifications and Reports”)this Agreement. (c) At the Closing, Buyer shall deliver: (i) to ACE Hi, immediately available funds by wire transfer to an account designated by ACE Hi (which account shall be designated in writing to Buyer at least two (2) business days prior to the Closing Date) in an amount equal to the ACE Closing Payment; (ii) to AREH, immediately available funds by wire transfer to an account designated by AREH (which account shall be designated in writing to Buyer at least two (2) business days prior to the Closing Date) in an amount equal to the AREH Closing Payment; and (iii) to each Seller, the certificates required by Section 10.3(a) and Section 10.3(b) hereof.

Closing Deliveries. (a) At the Closing, - 42 - 49 (a) the ACE Selling Parties Sellers and Richfield shall deliver or cause to be delivered to the Purchaser: (i) a certificate or certificates evidencing all of the Richfield Shares, duly endorsed for transfer with all necessary transfer stamps affixed; (ii) the Officer's Certificates required by Sections 7.1 and 7.5; (iii) copies of all consents and approvals required by Sections 7.3, 7.4 and 7.12; (iv) the Opinion of Counsel required by Section 7.6; (v) the Employment Agreements required by Section 7.7; (vi) the counterpart signature page to the Shareholders' Agreement required by Section 7.9; (vii) the Subordination Agreement required by Section 7.10; (viii) the Lease (executed by the landlord); (ix) a certificate, signed by the secretary of Richfield, as to the articles of incorporation and by-laws of Richfield, the resolutions adopted by the board of directors and shareholders of Richfield in connection with this Agreement, the incumbency of certain officers of Richfield and the jurisdictions in which Richfield is qualified to conduct business, in form acceptable to the Purchaser; (x) certificates issued by the appropriate governmental authorities evidencing the good standing, with respect to both the conduct of business and the payment of all franchise taxes, of Richfield as of a date not more than ten (10) days prior to the Closing Date, as a corporation organized under the laws of the State of Ohio and as a foreign corporation authorized to do business under the laws of the various jurisdictions where it is so qualified. (xi) such other certified resolutions, documents and certificates as are required to be delivered by the Sellers or Richfield pursuant to the provisions of this Agreement. (b) The Purchaser shall deliver to Buyerthe Sellers: (i) the certificatesconsideration (in the form of cash, if any, representing the ACE Lo Equity Interests, either duly endorsed for transfer AmeriPath Stock and Contingent Notes) required to Buyer be paid or accompanied by appropriate duly executed limited liability interest powers or, if the ACE Lo Equity Interests are not certificated, one or more instruments of assignment delivered to each Seller at Closing in a form approved by Buyer conveying such ACE Lo Equity Interests to Buyer;accordance with Section 1.1 (and Schedule 1.1 hereto). (ii) the resignations or evidence of their removal from office of the persons named on Schedule III(a) as directors, officers and managers, as applicable, of ACE Lo and Brighton Park Maintenance Corp., effective as of the Closing Date, together with any required amendments to the organizational documents of ACE Lo and Brighton Park Maintenance Corp. and filings with Governmental Entities; (iii) the certificates Officer's Certificate required by Section 10.2(a) and Section 10.2(b) hereof; (iv) affidavits executed by ACE Hi and any of its required Affiliates that satisfy the requirements of Section 1445 of the Code; and (v) owners’ affidavits and indemnities in the forms attached to the preliminary certification and report on title for each parcel of the ACE Real Properties set forth on Exhibit H-1 attached hereto (the “ACE Real Property Preliminary Certifications and Reports”). (b) At the Closing, AREH shall deliver to Buyer: (i) the certificates, if any, representing the AREH Subs Equity Interests, either duly endorsed for transfer to Buyer or accompanied by appropriate duly executed limited liability interest powers or, if the AREH Subs Equity Interests are not certificated, one or more instruments of assignment in a form approved by Buyer conveying such AREH Subs Equity Interests to Buyer; (ii) the resignations of the persons named on Schedule III(b) as directors, officers and managers, as applicable, of the Companies effective as of the Closing Date, together with any required amendments to the organizational documents of the Companies and filings with Governmental Entities; (iii) the certificates required by Section 10.2(a) and Section 10.2(b) hereof; (iv) affidavits executed by AREH and any of its required Affiliates that satisfy the requirements of Section 1445 of the Code; and (v) owner’s affidavits and indemnities in the forms attached to the preliminary certifications and reports on title for each parcel of the Adjacent Real Properties set forth on Exhibit H-2 attached hereto (the “Adjacent Real Property Preliminary Certifications and Reports” and, together with the ACE Real Property Preliminary Certifications and Reports, the “Preliminary Certifications and Reports”). (c) At the Closing, Buyer shall deliver: (i) to ACE Hi, immediately available funds by wire transfer to an account designated by ACE Hi (which account shall be designated in writing to Buyer at least two (2) business days prior to the Closing Date) in an amount equal to the ACE Closing Payment; (ii) to AREH, immediately available funds by wire transfer to an account designated by AREH (which account shall be designated in writing to Buyer at least two (2) business days prior to the Closing Date) in an amount equal to the AREH Closing Payment8.1; and (iii) to each Seller, the certificates Employment Agreements required by Section 10.3(a8.4; (iv) the Lease (executed by AmeriPath Ohio); (v) such other certified resolutions, documents and Section 10.3(b) hereofcertificates as are required to be delivered by the Purchaser pursuant to the provisions of this Agreement.

Closing Deliveries. (a) At On the ClosingClosing Date, the ACE Selling Parties Target shall deliver the following items, all of which shall be in a form and substance reasonably acceptable to BuyerAcquiror: (i) A certificate executed on behalf of Target by its Chief Executive Officer certifying to the certificates, if any, representing the ACE Lo Equity Interests, either duly endorsed for transfer to Buyer or accompanied by appropriate duly executed limited liability interest powers or, if the ACE Lo Equity Interests are not certificated, one or more instruments of assignment matters in a form approved by Buyer conveying such ACE Lo Equity Interests to BuyerSection 4.1(b); (ii) Certificates from the resignations or evidence Secretary of their removal from office State of the persons named 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 Schedule III(abehalf of Target by its Secretary certifying its bylaws and board resolutions approving and authorizing the transactions contemplated herein; (v) Such other documents as directorsAcquiror’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 managers, as applicable, of ACE Lo and Brighton Park Maintenance Corp., effective as of the Closing Date, together with any required amendments to the organizational documents of ACE Lo and Brighton Park Maintenance Corp. and filings with Governmental Entities; (iiiix) the certificates required by Section 10.2(a) and Section 10.2(b) hereof; (iv) affidavits executed by ACE Hi and any of its required Affiliates that satisfy the requirements of Section 1445 Each of the Codeemployees 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 (v) owners’ affidavits and indemnities in the forms attached to the preliminary certification and report on title for each parcel of the ACE Real Properties set forth on Exhibit H-1 attached hereto (the “ACE Real Property Preliminary Certifications and Reports”). (b) At On the ClosingClosing Date, AREH 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 BuyerTarget: (i) Acquiror shall deliver to the certificates, if any, representing Escrow Agent the AREH Subs Equity Interests, either duly endorsed for transfer shares to Buyer or accompanied by appropriate duly executed limited liability interest powers or, if be deposited in the AREH Subs Equity Interests are not certificated, one or more instruments of assignment in a form approved by Buyer conveying such AREH Subs Equity Interests to Buyer;Escrow Fund (as defined below); and (ii) the resignations Offers of employment to each of the persons named employees listed on Schedule III(b) as directors, officers and managers, as applicable, of the Companies effective as of the Closing Date, together with any required amendments to the organizational documents of the Companies and filings with Governmental Entities; (iii) the certificates required by Section 10.2(a) and Section 10.2(b) hereof; (iv) affidavits executed by AREH and any of its required Affiliates that satisfy the requirements of Section 1445 of the Code; and (v) owner’s affidavits and indemnities in the forms attached to the preliminary certifications and reports on title for each parcel of the Adjacent Real Properties set forth on Exhibit H-2 attached hereto (the “Adjacent Real Property Preliminary Certifications and Reports” and, together with the ACE Real Property Preliminary Certifications and Reports, the “Preliminary Certifications and Reports”1.7(b). (c) At On the ClosingClosing Date, Buyer the Parties shall deliverdeliver the following items to the other Parties as follows, all of which shall be in a form and substance reasonably acceptable to the receiving Party: (i) to ACE Hi, immediately available funds by wire transfer to Each of the Key Employees and the Acquiror shall have executed and delivered an account designated by ACE Hi (which account shall be designated Executive Employment Agreement in writing to Buyer at least two (2) business days prior to substantially the Closing Date) in an amount equal to the ACE Closing Paymentform attached hereto as Exhibit C; (ii) to AREHAcquiror and Vivato Networks Holdings, immediately available funds by wire transfer to an account designated by AREH Inc. shall have executed a License Agreement in substantially the form attached hereto as Exhibit D (which account the “License Agreement”); (iii) Target, Predecessor and Acquiror shall be designated have executed and delivered the Management Agreement in writing to Buyer at least two substantially the form attached hereto as Exhibit E (2) business days prior to the Closing Date) in an amount equal to the AREH Closing Payment“Management Agreement”); and (iiiiv) to each SellerTarget, Acquiror and the certificates required by Section 10.3(a) Escrow Agent shall have executed and Section 10.3(b) hereofdelivered the Escrow Agreement in substantially the form attached hereto as Exhibit F (the “Escrow Agreement”).

Closing Deliveries. (a) At the Closing, the ACE Selling Parties Seller shall deliver to the Buyer: (i) signature pages to each of the certificates, if any, representing the ACE Lo Equity Interests, either duly endorsed for transfer to Buyer or accompanied by appropriate Closing Documents duly executed limited liability interest powers or, if by the ACE Lo Equity Interests are not certificated, one or more instruments of assignment in a form approved by Buyer conveying such ACE Lo Equity Interests to BuyerSeller; (ii) the resignations or evidence of their removal from office documents required to be delivered by the Seller pursuant to Sections 7.1 and 7.2; (iii) certified copies of the persons named on Schedule III(a) as directorsresolutions duly adopted by the Seller’s board of directors authorizing the execution, officers delivery and managersperformance of this Agreement and each of the other agreements in connection with the Transaction, as applicablewell as any other approvals required for the Seller to consummate the Transaction; (iv) reasonable documentation evidencing the release, or authorizing the release, of ACE Lo and Brighton Park Maintenance Corp.any Encumbrances existing as of the Closing on any of the Purchased Assets, effective other than Permitted Encumbrances; (v) any certificates, duly executed elections or other documents required to be delivered pursuant to Section 8.9; (vi) the Trust Certificate, dated as of the Closing Date, together with any required amendments to the organizational documents of ACE Lo and Brighton Park Maintenance Corp. and filings with Governmental Entities; (iiivii) reasonable documentation evidencing that the certificates required by Section 10.2(aSeller properly withheld and remitted applicable Taxes on any Intercompany Loans (as defined in the DIP Term Sheet) and Section 10.2(b) hereof; (iv) affidavits executed by ACE Hi imposed under the Tax Act and any of its required Affiliates that satisfy the requirements of Section 1445 of the Codeother Applicable Laws; and (vviii) owners’ affidavits and indemnities in the forms attached to the preliminary certification and report on title for each parcel actual possession of the ACE Real Properties set forth on Exhibit H-1 attached hereto (the “ACE Real Property Preliminary Certifications and Reports”)Purchased Assets. (b) At the Closing, AREH the Buyer shall deliver to Buyerthe Seller: (i) signature pages to each of the certificates, if any, representing the AREH Subs Equity Interests, either duly endorsed for transfer to Buyer or accompanied by appropriate Closing Documents duly executed limited liability interest powers or, if by the AREH Subs Equity Interests are not certificated, one or more instruments of assignment in a form approved by Buyer conveying such AREH Subs Equity Interests to Buyer;; ​ (ii) the resignations payment of the persons named on Schedule III(b) as directorsPurchase Price in accordance with Section 3.3, officers and managers, as applicable, in respect of the Companies effective as of the Closing Date, together with any required amendments amount payable to the organizational documents of the Companies and filings with Governmental Entities; (iii) the certificates required Seller to such account as specified by Section 10.2(a) and Section 10.2(b) hereof; (iv) affidavits executed by AREH and any of its required Affiliates that satisfy the requirements of Section 1445 of the Code; and (v) owner’s affidavits and indemnities in the forms attached to the preliminary certifications and reports on title for each parcel of the Adjacent Real Properties set forth on Exhibit H-2 attached hereto (the “Adjacent Real Property Preliminary Certifications and Reports” and, together with the ACE Real Property Preliminary Certifications and Reports, the “Preliminary Certifications and Reports”). (c) At the Closing, Buyer shall deliver: (i) to ACE Hi, immediately available funds by wire transfer to an account designated by ACE Hi (which account shall be designated Seller in writing to Buyer at least no less than two (2) business days prior to the Closing Date) , or otherwise in an amount equal to accordance with the ACE Closing PaymentApproval and Vesting Order; (iiiii) certified copies of the resolutions duly adopted by the Buyer’s board of directors authorizing the execution, delivery and performance of this Agreement and each of the other agreements in connection with the Transaction, as well as any other approvals required for the Buyer to AREHconsummate the Transaction; (iv) any certificates, immediately available funds duly executed elections or other documents required to be delivered pursuant to Section 8.9; (v) the documents required to be delivered by wire transfer the Buyer pursuant to an account designated by AREH (which account shall be designated in writing to Buyer at least two (2) business days prior to the Closing Date) in an amount equal to the AREH Closing PaymentSection 7.3; and (iiivi) an instrument of assumption of liabilities with respect to each the Assumed Liabilities in a form satisfactory to the Seller, the certificates required by Section 10.3(a) and Section 10.3(b) hereofacting reasonably.

Closing Deliveries. (a) At the Closing, Acquiror will deliver or cause to be delivered to Sellers the ACE Selling Parties shall deliver to Buyerfollowing: (i) an amount equal to the certificates, if any, representing Preliminary Purchase Price by wire transfer of immediately available funds to an account (or accounts) designated in writing by Sellers at least two (2) Business Days prior to the ACE Lo Equity Interests, either duly endorsed for transfer to Buyer or accompanied by appropriate duly executed limited liability interest powers or, if the ACE Lo Equity Interests are not certificated, one or more instruments of assignment in a form approved by Buyer conveying such ACE Lo Equity Interests to BuyerClosing; (ii) an amount equal to the resignations CMFG Life Facility Closing Date Debt Balance by wire transfer of immediately available funds to an account (or evidence accounts) designated in writing by Sellers at least two (2) Business Days prior to the Closing; (iii) an amount equal to the JPMorgan Facility Closing Date Debt Balance by wire transfer of their removal from office immediately available funds to an account (or accounts) of JPMorgan Chase Bank, N.A. designated in writing by Sellers at least two (2) Business Days prior to the Closing; (iv) the duly executed certificate referred to in Section 8.01(a)(iv); (v) a duly executed counterpart of (A) the Transition Services Agreement, (B) the Amended and Restated Reinsurance Agreements and (C) the Administrative Services Agreement; (vi) copies (or other evidence) of the persons named on Schedule III(aapprovals of the Governmental Authorities listed in Section 4.03 of the Acquiror Disclosure Schedule; (vii) as directorsa duly executed certificate of the secretary or an assistant secretary of Acquiror, officers and managers, as applicable, of ACE Lo and Brighton Park Maintenance Corp., effective dated as of the Closing Date, together with any required amendments as to the organizational documents resolutions duly and validly adopted by the board of ACE Lo and Brighton Park Maintenance Corp. and filings with Governmental Entities; (iii) the certificates required by Section 10.2(a) and Section 10.2(b) hereof; (iv) affidavits executed by ACE Hi and any directors, or other governing body, of Acquiror evidencing its required Affiliates that satisfy the requirements of Section 1445 authorization of the Codeexecution, delivery and performance of the Transaction Agreements to which Acquiror is a party; and (vviii) owners’ affidavits such other certificates, documents and indemnities in instruments as may be reasonably necessary to consummate the forms attached to transactions contemplated by the preliminary certification and report on title for each parcel of the ACE Real Properties set forth on Exhibit H-1 attached hereto (the “ACE Real Property Preliminary Certifications and Reports”)Transaction Agreements. (b) At the Closing, AREH shall Sellers will deliver or cause to Buyerbe delivered to Acquiror the following: (i) one or more stock certificates evidencing the certificatesShares owned by CMIC, if any, representing the AREH Subs Equity Interests, either duly endorsed for transfer to Buyer in blank or accompanied by appropriate stock powers duly executed limited liability interest powers or, if the AREH Subs Equity Interests are not certificated, one or more instruments of assignment in a form approved by Buyer conveying such AREH Subs Equity Interests to Buyerblank; (ii) the written resignations of the persons named on Schedule III(b) as directors, officers and managers, as applicable, each of the Companies effective directors of each of the Companies; (iii) the duly executed certificates referred to in Section 8.02(a)(iv); (iv) a duly executed counterpart of (A) the Transition Services Agreement, (B) the Amended and Restated Reinsurance Agreements, (C) the Administrative Services Agreement, (D) the Recapture Agreements, (E) the ▇▇▇▇ of Sale and (F) the CMFG Life Facility Termination and Release; (v) copies (or other evidence) of the approvals of the Governmental Authorities listed in Section 3.05 of the Seller Disclosure Schedule; (vi) a duly executed certificate of the secretary or an assistant secretary of each Seller, dated as of the Closing Date, together with any required amendments as to the organizational documents resolutions duly and validly adopted by the board of directors, or other governing body, of such Seller evidencing such Seller’s authorization of the Companies execution, delivery and filings with Governmental Entitiesperformance of the Transaction Agreements to which such Seller is a party; (iiivii) the certificates required by Section 10.2(a) and Section 10.2(b) hereof; (iv) affidavits executed by AREH and any a certification of its required Affiliates that satisfy the requirements non-foreign status of CMIC, for purposes of Section 897 and 1445 of the Code; and (vviii) owner’s affidavits such other certificates, documents and indemnities in instruments as may be reasonably necessary to consummate the forms attached to transactions contemplated by the preliminary certifications and reports on title for each parcel of the Adjacent Real Properties set forth on Exhibit H-2 attached hereto (the “Adjacent Real Property Preliminary Certifications and Reports” and, together with the ACE Real Property Preliminary Certifications and Reports, the “Preliminary Certifications and Reports”)Transaction Agreements. (c) At the Closing, Buyer shall deliver: (i) to ACE Hi, immediately available funds by wire transfer to an account designated by ACE Hi (which account shall be designated in writing to Buyer at least two (2) business days prior to the Closing Date) in an amount equal to the ACE Closing Payment; (ii) to AREH, immediately available funds by wire transfer to an account designated by AREH (which account shall be designated in writing to Buyer at least two (2) business days prior to the Closing Date) in an amount equal to the AREH Closing Payment; and (iii) to each Seller, the certificates required by Section 10.3(a) and Section 10.3(b) hereof.

Closing Deliveries. 8.1 At or prior to the Closing: 8.1.1 Seller shall execute, acknowledge and deliver to Purchaser in respect of the Property bargain and sale deeds without covenants against grantor’s acts, in the form attached hereto as Exhibit M and made a part hereof (the “Deeds”). 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) At the Closingexecuted originals or copies (if Seller does not have originals in its possession), the ACE Selling Parties of each of such Space Leases. 8.1.3 Seller shall execute and deliver to Buyer: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 (i) the certificates“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, representing in and to all Personal Property, Improvements, Permits, Warranties, Intangible Personal Property, Plans and Leasing Brokerage Agreements relating to the ACE Lo Equity InterestsProperty and Plans. 8.1.5 To the extent in Seller’s possession or control, either duly endorsed Seller shall deliver to Purchaser (a) all keys, access cards and security codes to all portions of the Property and the Building, (b) all presently effective warranties or guaranties from any contractors, subcontractors, suppliers, manufacturers, servicemen or materialmen in connection with any of the Personal Property or any construction, renovation, repairs or alterations of the Units, the Improvements or any tenant improvements (collectively, the “Warranties”), and (c) copies of all as-built plans and specifications for transfer the Units (the “Plans”). 8.1.6 Seller shall deliver to Buyer or accompanied by appropriate Purchaser a certificate, duly executed limited liability interest powers orand acknowledged by Seller, if the ACE Lo Equity Interests are not certificated, one or more instruments of assignment in a form approved by Buyer conveying such ACE Lo Equity Interests to Buyer; (ii) the resignations or evidence of their removal from office of the persons named on Schedule III(a) as directors, officers and managers, as applicable, of ACE Lo and Brighton Park Maintenance Corp., effective as of the Closing Date, together accordance with any required amendments to the organizational documents of ACE Lo and Brighton Park Maintenance Corp. and filings with Governmental Entities; (iii) the certificates required by Section 10.2(a) and Section 10.2(b) hereof; (iv) affidavits executed by ACE Hi and any of its required Affiliates that satisfy the requirements of Section 1445 of the Code; and Code (v) owners’ affidavits and indemnities in the forms attached to the preliminary certification and report on title for each parcel of the ACE Real Properties set forth on Exhibit H-1 attached hereto (the a “ACE Real Property Preliminary Certifications and ReportsFIRPTA Certificate”). (b) At 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 Title 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, AREH shall deliver certifying to Buyer: (i) the certificates, if any, representing the AREH Subs Equity Interests, either duly endorsed for transfer to Buyer or accompanied by appropriate duly executed limited liability interest powers or, if the AREH Subs Equity Interests are not certificated, one or more instruments of assignment in a form approved by Buyer conveying such AREH Subs Equity Interests to Buyer; (ii) the resignations fulfillment of the persons named on Schedule III(b) as directors, officers and managers, as applicable, of the Companies effective as of the Closing Date, together with any required amendments to the organizational documents of the Companies and filings with Governmental Entities; (iii) the certificates required by Section 10.2(a) and Section 10.2(b) hereof; (iv) affidavits executed by AREH and any of its required Affiliates that satisfy the requirements of Section 1445 of the Code; and (v) owner’s affidavits and indemnities in the forms attached to the preliminary certifications and reports on title for each parcel of the Adjacent Real Properties conditions set forth on Exhibit H-2 attached hereto in Section 9.2.2 hereof (the “Adjacent Real Property Preliminary Certifications and Reports” and, together with the ACE Real Property Preliminary Certifications and Reports, the “Preliminary Certifications and ReportsBring Down Certificate”). 8.1.9 (ca) At 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 such Space Lessee. Seller shall deliver copies of each Estoppel to Purchaser for its review promptly following receipt thereof. Notwithstanding the foregoing, other than the Citibank Estoppel (as hereinafter defined), the obtaining and delivery of Estoppels shall not be a condition to Purchaser’s obligation to close hereunder. On or before the second (2nd) Business Day prior to the Closing, Buyer as a condition to Purchaser’s obligation to close, Purchaser shall deliver:have received an Estoppel from Citigroup, Inc. (“Citibank”) in the form attached to the Space Lease between Unit A Seller and Citibank (the “Citibank Estoppel”). 8.1.10 Seller shall execute, acknowledge and deliver a Combined Real Estate Transfer Tax Return and Credit Line Mortgage Certificate, Form TP-584 in respect of the Property (ithe “State Transfer Tax Return”). 8.1.11 Seller shall execute, acknowledge and deliver a New York City Department of Finance Real Property Transfer Tax Return in respect of the Property (the “City Transfer Tax Return”). 8.1.12 Seller shall request to be delivered to Purchaser, an estoppel certificate (a “Board Estoppel”) for the benefit of and upon which Purchaser is entitled to ACE Hirely, immediately available funds by wire transfer to an account designated by ACE Hi (which account shall be designated in writing the form attached hereto as Exhibit Y and made a part hereof, which the Condominium is obligated to Buyer at least two deliver pursuant to Section 31 of the Declaration (2) business days the “Required Form”). 8.1.13 Seller shall execute, acknowledge and deliver to Purchaser a counterpart of a Management Letter Agreement in the form attached hereto as Exhibit X (the “Management Letter”). 8.1.14 Seller shall deliver to Purchaser a fully-executed letter from Citibank in the form attached hereto as Exhibit Z, which fully executed letter Purchaser acknowledges has been delivered prior to the Closing Date) in an amount equal date hereof. 8.1.15 Seller shall execute, acknowledge and deliver to the ACE Title Company a title affidavit in the form attached hereto as Exhibit R and made a part hereof. 8.1.16 Seller shall cause to be delivered on the day immediately preceding the Closing Payment;Date a letter in the form of Exhibit U from Seller addressed to the Seller Designees and to the Secretary of the Board of Managers removing the Seller Designees from the Board of Managers and as officers of the Condominium and designating the persons selected by Purchaser to fill the vacancies resulting from the resignations of Seller’s Designees (the “Seller’s Designation Letter”). (ii) to AREH, immediately available funds by wire transfer to an account designated by AREH (which account shall be designated in writing to Buyer at least two (2) business days 8.2 At or prior to the Closing Date) Closing: 8.2.1 Purchaser shall pay to Seller the Purchase Price or the balance of the Purchase Price as required pursuant to Section 3.2 hereof. 8.2.2 Purchaser shall deliver to Seller copies of Purchaser’s resolutions authorizing the transaction contemplated by this Agreement. 8.2.3 Purchaser shall execute, acknowledge and deliver to Seller a counterpart of the Assignment of Space Leases. 8.2.4 Intentionally Omitted. 8.2.5 Purchaser shall execute, acknowledge and deliver to Seller a counterpart of the State Transfer Tax Return. 8.2.6 Purchaser shall execute, acknowledge and deliver to Seller a counterpart of the City Transfer Tax Return. 8.2.7 Purchaser shall execute, acknowledge and deliver to Seller a counterpart of the Omnibus Assignment and Assumption. 8.2.8 Purchaser shall execute, acknowledge and deliver to Seller a counterpart of the Management Letter. 8.2.9 Prior to Closing, Purchaser shall deliver to Seller, to be held in an amount equal escrow by Seller, letters of resignation, in the form attached hereto as Exhibit V, executed by each of the persons identified in Seller’s Designation Letter, which letters of resignation Seller shall have the right to deliver to the AREH Board of Managers if the Closing Payment; anddoes not occur. (iii) 8.3 Seller and Purchaser, at the Closing, shall prepare, execute and deliver to each Sellerother, subject to all the terms and provisions of this Agreement a closing statement setting forth, inter alia, the certificates required by Section 10.3(a) closing adjustments and Section 10.3(b) hereofmaterial monetary terms of the transaction contemplated hereby.

Closing Deliveries. (a) At the Closing, Jintai Delaware and the ACE Selling Parties Jintai Delaware Shareholders shall deliver have delivered or caused to Buyerbe delivered to Jintai HK and the Jintai HK Shareholders the following: (i) the certificates, if any, representing the ACE Lo Equity Interests, either duly endorsed for transfer to Buyer or accompanied by appropriate this Agreement duly executed limited liability interest powers or, if by Jintai Delaware and the ACE Lo Equity Interests are not certificated, one or more instruments of assignment in a form approved by Buyer conveying such ACE Lo Equity Interests to BuyerJintai Delaware Shareholders; (ii) resolutions duly adopted by the resignations Board of Directors of Jintai Delaware approving the following events or evidence of their removal from office of the persons named on Schedule III(a) as directors, officers and managersactions, as applicable: a. the execution, delivery and performance of ACE Lo this Agreement; b. the Acquisition and Brighton Park Maintenance Corp.the terms thereof; c. adoption of bylaws in the form agreed by the parties; d. fixing the number of authorized directors on the board of directors at [ six (6) ]; e. the appointment of Kuizhong Cai as Chairman of the board of directors, and the appointment of Z▇▇▇▇▇▇ ▇▇▇▇▇, Yuan L▇▇, ▇▇▇▇▇ T.N. Ho, D▇▇▇▇▇ ▇▇, and Bradnson Cha H▇▇ ▇▇▇▇▇, as additional directors, to serve on the Jintai Delaware board of directors, effective on the Closing Date; and f. the appointment of the following persons as officers of Jintai Delaware, effective on the Closing Date, with the titles set forth opposite his name (the “Jintai HK Officers”): Y▇▇▇ ▇▇▇ Chief Executive Officer, Kuizhong cai President and Chairman of the Board D▇▇▇▇ T.N. Ho Chief Operating Officer S▇▇▇▇▇▇▇ ▇▇ Chief Financial Officer (iii) a certificate of good standing for Jintai Delaware from its jurisdiction of incorporation; (iv) a shareholder list of Jintai Delaware as certified by the Jintai Delaware’s Secretary; (v) a certificate of the Secretary of the Jintai Delaware, dated as of the Closing Date, together with any required amendments certifying as to the organizational documents of ACE Lo and Brighton Park Maintenance Corp. and filings with Governmental Entities; (iii) the certificates required by Section 10.2(a) and Section 10.2(b) hereof; (iv) affidavits executed by ACE Hi and any of its required Affiliates that satisfy the requirements of Section 1445 of the Code; and (v) owners’ affidavits and indemnities in the forms attached to the preliminary certification and report on title for each parcel of the ACE Real Properties set forth on Exhibit H-1 attached hereto (the “ACE Real Property Preliminary Certifications and Reports”). (b) At the Closing, AREH shall deliver to Buyer: (i) the certificatesincumbency of officers of the Jintai Delaware executing this Agreement and all exhibits and schedules hereto and all other documents, if anyinstruments and writings required pursuant to this Agreement (the “Transaction Documents”), representing the AREH Subs Equity Interests, either duly endorsed for transfer to Buyer or accompanied by appropriate duly executed limited liability interest powers or, if the AREH Subs Equity Interests are not certificated, one or more instruments of assignment in a form approved by Buyer conveying such AREH Subs Equity Interests to Buyer; (ii) the resignations a copy of the persons named on Schedule III(b) as directors, officers Certificate of Incorporation and managersBy-Laws of the Jintai Delaware, as applicable, of the Companies effective in effect on and as of the Closing Date, together with any required amendments to the organizational documents of the Companies and filings with Governmental Entities; (iii) the certificates required by Section 10.2(a) and Section 10.2(b) hereof; (iv) affidavits executed by AREH and any of its required Affiliates that satisfy the requirements of Section 1445 a copy of the Code; and (v) owner’s affidavits and indemnities in the forms attached to the preliminary certifications and reports on title for each parcel resolutions of the Adjacent Real Properties set forth on Exhibit H-2 attached hereto (Board of Directors of the “Adjacent Real Property Preliminary Certifications Jintai Delaware authorizing and Reports” andapproving the Jintai Delaware’s execution, together delivery and performance of the Transaction Documents, all matters in connection with the ACE Real Property Preliminary Certifications Transaction Documents, and Reports, the “Preliminary Certifications and Reports”). (c) At the Closing, Buyer shall deliver: (i) to ACE Hi, immediately available funds by wire transfer to an account designated by ACE Hi (which account shall be designated in writing to Buyer at least two (2) business days prior to the Closing Date) in an amount equal to the ACE Closing Paymenttransactions contemplated thereby; (ii) to AREH, immediately available funds by wire transfer to an account designated by AREH (which account shall be designated in writing to Buyer at least two (2) business days prior to the Closing Date) in an amount equal to the AREH Closing Payment; and (iii) to each Seller, the certificates required by Section 10.3(a) and Section 10.3(b) hereof.

Closing Deliveries. (a) At Administrative Agent shall have received each of the Closingfollowing documents, instruments and agreements, each of which shall be in form and substance and executed in such counterparts as shall be acceptable to Administrative Agent and each Bank and each of which shall, unless otherwise indicated, be dated the ACE Selling Parties shall deliver to BuyerClosing Date: (i) a Note payable to the certificatesorder of each Bank, if anyeach in the amount of such Bank's Commitment, representing the ACE Lo Equity Interests, either duly endorsed for transfer to Buyer or accompanied by appropriate duly executed limited liability interest powers or, if the ACE Lo Equity Interests are not certificated, one or more instruments of assignment in a form approved by Buyer conveying such ACE Lo Equity Interests to BuyerBorrower; (ii) Mortgages (including, to the resignations or evidence of their removal from office extent applicable, amendments to all Mortgages securing the Obligations under the Existing Credit Agreement) duly executed and delivered by Borrower creating first and prior Liens on Proved Mineral Interests with a Recognized Value not less than 80% of the persons named aggregate Recognized Value of all Proved Mineral Interests owned by Borrower; (iii) such financing statements on Schedule III(aform UCC-1 (or any other form required by Lender in its reasonable discretion) as directorsAdministrative Agent shall require to evidence and perfect the Liens created by the Mortgages, officers each of which shall be executed and managers, delivered by Borrower and filed of record in such jurisdictions as applicableAdministrative Agent shall require in its sole discretion; (iv) a copy of the Articles of Incorporation and all amendments thereto, of ACE Lo Borrower accompanied by a certificate that such copy is true, correct and Brighton Park Maintenance Corp.complete, effective as and dated within ten (10) days of the Closing Date, together with any required amendments to issued by the organizational documents appropriate Governmental Authority of ACE Lo the jurisdiction of incorporation or organization of Borrower, and Brighton Park Maintenance Corp. accompanied by a certificate of the Secretary or comparable Authorized Officer of Borrower that such copy is true, correct and filings with Governmental Entitiescomplete on the Closing Date; (iiiv) a copy of the certificates required Bylaws and all amendments thereto, of Borrower accompanied by Section 10.2(a) a certificate of the Secretary or comparable Authorized Officer of Borrower that such copy is true, correct and Section 10.2(b) complete as of the date hereof; (ivvi) affidavits executed certain certificates and other documents issued by ACE Hi and any the appropriate Governmental Authorities of its required Affiliates that satisfy the requirements of Section 1445 of the Code; and (v) owners’ affidavits and indemnities in the forms attached such jurisdictions as Administrative Agent has requested relating to the preliminary certification existence of Borrower and report on title for each parcel to the effect that Borrower is in good standing with respect to the payment of the ACE Real Properties set forth on Exhibit H-1 attached hereto (the “ACE Real Property Preliminary Certifications franchise and Reports”). (b) At the Closing, AREH shall deliver similar Taxes and is duly qualified to Buyer: (i) the certificates, if any, representing the AREH Subs Equity Interests, either duly endorsed for transfer to Buyer or accompanied by appropriate duly executed limited liability interest powers or, if the AREH Subs Equity Interests are not certificated, one or more instruments of assignment transact business in a form approved by Buyer conveying such AREH Subs Equity Interests to Buyerjurisdictions; (iivii) a certificate of incumbency of all officers of Borrower who will be authorized to execute or attest to any Loan Paper, dated the resignations date hereof, executed by the Secretary or comparable Authorized Officer of Borrower; (viii) copies of resolutions or comparable authorizations approving the Loan Papers and authorizing the transactions contemplated by this Agreement and the other Loan Papers, duly adopted by the Board of Directors of Borrower accompanied by certificates of the persons named on Schedule III(bSecretary 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) as directors, officers and managers, as applicable, by the unanimous written consent of the Companies effective Board of Directors of Borrower, and that such resolutions constitute all the 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 Closing Date, together with any required amendments to the organizational documents of the Companies and filings with Governmental Entities; (iii) the certificates required by Section 10.2(a) and Section 10.2(b) date hereof; (ivix) affidavits executed by AREH and any an opinion of its required Affiliates that satisfy Hayn▇▇ & ▇oon▇, ▇.L.P., counsel for Borrower, dated the requirements date hereof, favorably opining as to the enforceability of Section 1445 each of the Code; andLoan Papers and otherwise in form and substance satisfactory to Administrative Agent and Banks; (vx) owner’s affidavits and indemnities Opinions of special counsel for Administrative Agent, favorably opining as to the enforceability of the Mortgages in the forms attached States of Kansas, Louisiana, Mississippi, New Mexico, and Oklahoma and otherwise in form and substance satisfactory to the preliminary certifications Administrative Agent and reports on title for each parcel of the Adjacent Real Properties set forth on Exhibit H-2 attached hereto (the “Adjacent Real Property Preliminary Certifications and Reports” and, together with the ACE Real Property Preliminary Certifications and Reports, the “Preliminary Certifications and Reports”).Banks; (cxi) At the Closingsuch UCC-11 search reports as Administrative Agent shall require, Buyer shall deliver: prepared as of a date not more than twenty (i20) to ACE Hi, immediately available funds by wire transfer to an account designated by ACE Hi (which account shall be designated in writing to Buyer at least two (2) business days prior to the Closing Date) , conducted in an amount equal to the ACE Closing Paymentsuch jurisdictions and reflecting such names as Administrative Agent shall request; (iixii) a certificate signed by an Authorized Officer of Borrower stating that (A) the representations and warranties contained in this Agreement and the other Loan Papers are true and correct in all 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 AREHAdministrative Agent from environmental engineering firms acceptable to Administrative Agent setting forth the results of a current environmental review of the Mineral Interests, immediately available funds by wire transfer 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 an account designated by AREH (which account shall be designated result in writing a material liability to Buyer at least two (2) business days prior to the Closing Date) in an amount equal to the AREH Closing PaymentBorrower or any of its Subsidiaries; and (iiixv) to each Sellercertificates from Borrower's insurance broker setting forth the insurance maintained by Borrower, stating that such insurance is in full force and effect, that all premiums due have been paid and stating that such insurance is adequate and complies with the certificates required by requirements of Section 10.3(a) and Section 10.3(b) hereof10.6 below.

Closing Deliveries. At the Closing: (a) At the Closing, the ACE Selling Parties Trango shall deliver or cause to Buyerbe delivered to Purchaser: (i) the certificates, if any, representing the ACE Lo Equity Interests, either duly endorsed for transfer to Buyer or accompanied by appropriate duly executed limited liability interest powers ortransfers in favor of Purchaser, if or such other Affiliate of Purchaser as Purchaser may designate by written notice to Everest in accordance with Section 2.15 at least five Business Days prior to the ACE Lo Equity Interests are not certificatedClosing Date, one in respect of the Acquired Everest Shares together with either the share certificates for the Acquired Everest Shares or more instruments of assignment an indemnity in a form approved to be agreed by Buyer conveying such ACE Lo Equity Interests Trango and Purchaser in relation to Buyerthe share certificates for the Acquired Everest Shares; (ii) the resignations or evidence of their removal from office certificates required to be delivered pursuant to Section 8.2(g)(i) and Section 8.2(g)(iii); (iii) a counterpart signature page to the Transition Services Agreement, duly executed by Trango and Everest; (iv) a counterpart signature page to the Colocation Services Agreement Amendment, duly executed by TrangoeNett International (Singapore) Pte. Ltd. and Travelport, LP; (v) a counterpart signature page to each of the persons named on Schedule III(aColocation Services Order Amendments, duly executed by TrangoeNett International (Singapore) Pte. Ltd. and Travelport, LP; (vi) a counterpart signature page to the Investor Rights Agreement, duly executed by Trango, Trango Holdco and Anthony Hynes[reserved]; (vii) a counterpart signature page to the Everest Escrow Agreement, duly executed by Trango; (viii) resignations, substantially in the form attached hereto as directors, officers and managers, as applicable, of ACE Lo and Brighton Park Maintenance Corp.Exhibit J, effective as of the Closing Date, together with any required amendments to of the organizational documents directors of ACE Lo each of Everest and Brighton Park Maintenance Corp. and filings with Governmental Entitiesits Subsidiaries, in each case, requested by Purchaser at least five Business Days in advance of the Closing; (iiiix) copies of notices from Everest to the certificates required by Section 10.2(a) and Section 10.2(b) hereof; (iv) affidavits executed by ACE Hi and any of its required Affiliates that satisfy the requirements of Section 1445 Everest Redeemed Holders informing them of the CodeEverest Redemption; and (vx) owners’ affidavits and indemnities in a copy of the forms attached minutes of a duly held meeting of the board of directors of Everest authorising the transfer of Everest A Shares to the preliminary certification and report on title for each parcel of the ACE Real Properties set forth on Exhibit H-1 attached hereto (the “ACE Real Property Preliminary Certifications and Reports”)Purchaser. (b) At The Olympus Sellers’ Representatives shall, and each Olympus Seller shall cause the ClosingOlympus Sellers’ Representatives to, AREH deliver or cause to be delivered to Purchaser (provided, that in the case of Section 2.7(b)(i) only, such delivery shall deliver to Buyer:be made by Olympus (and not the Olympus Sellers’ Representatives or any Olympus Seller)): (i) the certificates, if any, representing the AREH Subs Equity Interests, either duly endorsed for transfer to Buyer or accompanied by appropriate duly executed limited liability interest powers ortransfers in favor of Purchaser, if or such other Affiliate of Purchaser as Purchaser may designate by written notice to Olympus in accordance with Section 2.15 at least five Business Days prior to the AREH Subs Equity Interests are not certificatedClosing Date, one in respect of the Acquired Olympus Shares (other than the Dragged Olympus Equityholders) and the Acquired Olympus Z Shares, together with either the share certificates for the Acquired Olympus Shares (other than the Dragged Olympus Shares) and the Acquired Olympus Z Shares or more instruments of assignment an indemnity, in a form approved by Buyer conveying such AREH Subs Equity Interests customary form, in relation to Buyerthe share certificates for the Acquired Olympus Shares (other than the Dragged Olympus Equityholders) and the Acquired Olympus Z Shares; (ii) the resignations transfers in favor of the persons named on Schedule III(b) Purchaser, or such other Affiliate of Purchaser as directors, officers and managers, as applicable, of the Companies effective as of the Closing Date, together with any required amendments Purchaser may designate by written notice to the organizational documents of the Companies and filings with Governmental Entities; (iii) the certificates required by Section 10.2(a) and Section 10.2(b) hereof; (iv) affidavits executed by AREH and any of its required Affiliates that satisfy the requirements of Section 1445 of the Code; and (v) owner’s affidavits and indemnities in the forms attached to the preliminary certifications and reports on title for each parcel of the Adjacent Real Properties set forth on Exhibit H-2 attached hereto (the “Adjacent Real Property Preliminary Certifications and Reports” and, together with the ACE Real Property Preliminary Certifications and Reports, the “Preliminary Certifications and Reports”). (c) At the Closing, Buyer shall deliver: (i) to ACE Hi, immediately available funds by wire transfer to an account designated by ACE Hi (which account shall be designated in writing to Buyer Olympus at least two (2) business days five Business Days prior to the Closing Date) , in an amount equal to respect of the ACE Closing PaymentDragged Olympus Shares duly executed in accordance with the power of attorney in Article 28 of the Olympus Articles of Association; (ii) to AREH, immediately available funds by wire transfer to an account designated by AREH (which account shall be designated in writing to Buyer at least two (2) business days prior to the Closing Date) in an amount equal to the AREH Closing Payment; and (iii) to each Seller, the certificates required by Section 10.3(a) and Section 10.3(b) hereof.

Closing Deliveries. (a) At the Closing, ▇▇▇▇▇▇ shall have delivered or caused to be delivered to Dandrit and the ACE Selling Parties shall deliver to BuyerShareholders’ Representative, the following: (i) (A) resolutions duly adopted by the certificatesboard of directors of ▇▇▇▇▇▇ authorizing and approving the Exchange and the execution, if anydelivery and performance of (1) this Agreement, representing including the ACE Lo Equity Interests, either duly endorsed delivery of the ▇▇▇▇▇▇ Shares in exchange for transfer to Buyer or accompanied by appropriate duly executed limited liability interest powers or, if the ACE Lo Equity Dandrit Interests are not certificated, one or more instruments of assignment and (2) an equity incentive plan in a form to be approved and accepted by Buyer conveying such ACE Lo Equity Interests Dandrit and (B) resolutions duly adopted by the shareholders of ▇▇▇▇▇▇ authorizing and adopting an equity incentive plan in a form which shall be satisfactory to BuyerDandrit; (ii) the resignations or evidence of their removal from office resignation of the persons named on Schedule III(a) as directorsofficers of ▇▇▇▇▇▇, officers and managers, as applicable, of ACE Lo and Brighton Park Maintenance Corp., effective as of the Closing Date, together with any required amendments subject to the organizational documents provisos of ACE Lo and Brighton Park Maintenance Corp. and filings with Governmental Entitiesclause (iii) below; (iii) subject to and in compliance with Rule 14f-1 under the certificates required Exchange Act, the existing directors of ▇▇▇▇▇▇ shall increase the size of the Board as appropriate, elect and appoint the individuals set forth on Schedule II to the Board as indicated to fill vacancies created by Section 10.2(a) such increase in the size of the Board, upon which such directors, except to the extent they are remaining as indicated below, will resign, and Section 10.2(b) hereofprovided further, that the positions of Chief Executive Officer, President, Chief Financial Officer and Treasurer as set forth on Schedule II shall be elected upon the Closing by the current directors of ▇▇▇▇▇▇; (iv) affidavits this Agreement duly executed by ACE Hi and any of its required Affiliates that satisfy the requirements of Section 1445 of the Code; and▇▇▇▇▇▇; (v) ownersall corporate records, agreements, seals and any other information reasonably requested by Dandrit or the Shareholders’ affidavits and indemnities in the forms attached Representative with respect to ▇▇▇▇▇▇; (vi) a cancellation agreement with respect to the preliminary certification cancellation of up to an aggregate of 4,400,000 issued and report on title for each parcel outstanding shares of common stock owned by an existing stockholder of ▇▇▇▇▇▇, effective upon the closing of the ACE Real Properties Exchange; (vii) the ▇▇▇▇▇▇ Shares; provided, however, that certificates representing the ▇▇▇▇▇▇ Shares shall be delivered within ten (10) business days of the Closing; (viii) evidence of the satisfaction of any outstanding liabilities, debts and obligations of ▇▇▇▇▇▇, other than the outstanding accounts payable and other debt payable to related parties as set forth on Exhibit H-1 attached hereto (the “ACE Real Property Preliminary Certifications and Reports”). (b) At the Closing, AREH shall deliver to Buyer: (i) the certificates, if any, representing the AREH Subs Equity Interests, either duly endorsed for transfer to Buyer or accompanied by appropriate duly executed limited liability interest powers or, if the AREH Subs Equity Interests are not certificated, one or more instruments of assignment in a form approved by Buyer conveying such AREH Subs Equity Interests to BuyerSchedule 4.9; (iiix) such other documents as Dandrit or the resignations of the persons named on Schedule III(b) as directors, officers and managers, as applicable, of the Companies effective as of the Closing Date, together with any required amendments to the organizational documents of the Companies and filings with Governmental Entities; (iii) the certificates required by Section 10.2(a) and Section 10.2(b) hereof; (iv) affidavits executed by AREH and any of its required Affiliates that satisfy the requirements of Section 1445 of the Code; and (v) owner’s affidavits and indemnities Shareholders’ Representative may reasonably request in the forms attached to the preliminary certifications and reports on title for each parcel of the Adjacent Real Properties set forth on Exhibit H-2 attached hereto (the “Adjacent Real Property Preliminary Certifications and Reports” and, together connection with the ACE Real Property Preliminary Certifications and Reports, the “Preliminary Certifications and Reports”)transactions contemplated hereby. (c) At the Closing, Buyer shall deliver: (i) to ACE Hi, immediately available funds by wire transfer to an account designated by ACE Hi (which account shall be designated in writing to Buyer at least two (2) business days prior to the Closing Date) in an amount equal to the ACE Closing Payment; (ii) to AREH, immediately available funds by wire transfer to an account designated by AREH (which account shall be designated in writing to Buyer at least two (2) business days prior to the Closing Date) in an amount equal to the AREH Closing Payment; and (iii) to each Seller, the certificates required by Section 10.3(a) and Section 10.3(b) hereof.

Closing Deliveries. The parties shall take the actions set forth in this Section 2.4 at the Closing. (a) At the Closing, the ACE Selling Parties shall The Buyer will deliver to Buyer: (i) to the certificatesEscrow Agent, if any$1,500,000 by wire transfer of immediately available federal funds to the account designated in the Escrow Agreement for purposes of satisfying amounts owed to the Buyer Indemnified Parties pursuant to Section 8.1 (the “Indemnity Escrow Account”), representing the ACE Lo Equity Interests, either duly endorsed for transfer to Buyer or accompanied by appropriate duly executed limited liability interest powers or, if the ACE Lo Equity Interests are not certificated, one or more instruments of assignment in a form approved by Buyer conveying such ACE Lo Equity Interests to Buyer; (ii) the resignations or evidence of their removal from office of the persons named on Schedule III(a) as directors, officers and managers, as applicable, of ACE Lo and Brighton Park Maintenance Corp., effective as of the Closing Date, together with any required amendments to the organizational documents Sellers, (A) the Cash Purchase Price, less the aggregate amount delivered to the Escrow Agent per clause (i) by wire transfer of ACE Lo immediately available federal funds to the accounts designated in writing to the Buyer not fewer than two Business Days prior to the scheduled Closing Date and Brighton Park Maintenance Corp. and filings with Governmental Entities; (iii) the certificates required by Section 10.2(a) and Section 10.2(b) hereof; (iv) affidavits executed by ACE Hi and any of its required Affiliates that satisfy the requirements of Section 1445 of the Code; and (v) owners’ affidavits and indemnities in the forms attached to the preliminary certification and report on title for each parcel of the ACE Real Properties set forth on Exhibit H-1 attached hereto (the “ACE Real Property Preliminary Certifications and Reports”)Note. (b) At The Buyer and the Closing, AREH shall deliver to Buyer: (i) the certificates, if any, representing the AREH Subs Equity Interests, either duly endorsed for transfer to Buyer or accompanied by appropriate duly executed limited liability interest powers or, if the AREH Subs Equity Interests are not certificated, Sellers will execute one or more instruments bills of assignment sale, in a form approved by Buyer conveying such AREH Subs Equity Interests to Buyer; (ii) the resignations of the persons named on Schedule III(b) as directors, officers and managers, as applicable, of the Companies effective as of the Closing Date, together with any required amendments reasonably acceptable to the organizational documents of the Companies and filings parties, with Governmental Entities; (iii) the certificates required by Section 10.2(a) and Section 10.2(b) hereof; (iv) affidavits executed by AREH and any of its required Affiliates that satisfy the requirements of Section 1445 of the Code; and (v) owner’s affidavits and indemnities respect to all personal property included in the forms attached to the preliminary certifications and reports on title for each parcel of the Adjacent Real Properties set forth on Exhibit H-2 attached hereto (the “Adjacent Real Property Preliminary Certifications and Reports” and, together with the ACE Real Property Preliminary Certifications and Reports, the “Preliminary Certifications and Reports”)Acquired Assets. (c) At The Buyer and the Closing, Buyer shall deliver:Sellers will execute an Assignment of Trademarks in a form registrable or recordable in the United States Patent and Trademark Office or applicable foreign offices to the extent necessary to assign the trademarks included in the Acquired Assets in a form reasonably acceptable to the parties. (id) to ACE Hi, immediately available funds by wire transfer to an account designated by ACE Hi (which account The parties shall execute such other instruments as shall be designated reasonably requested by the Buyer to vest in writing the Buyer title in and to the Acquired Assets, in accordance with the provisions hereof. (e) The Buyer and the Sellers will execute an instrument of assumption in a form reasonably acceptable to the parties with respect to the Assumed Liabilities. (f) The parties will deliver the various certificates, instruments and documents required of each of them under Sections 6 and 7. (g) The Sellers shall deliver to Buyer at least two a letter, in form and substance reasonably satisfactory to Buyer, signed by Ocean Associates in which Ocean Associates acknowledges and agrees that the Buyer and its Affiliates have and shall have no liability to Ocean Associates whatsoever with respect to any liability that any of the Sellers may have to Ocean Associates and that Ocean Associates has no rights whatsoever to any equipment or other asset included in the Acquired Assets. (2h) business days prior The Sellers shall deliver to the Closing Date) in an amount equal Buyer originals or copies of all books and records relating to the ACE Closing Payment; (ii) to AREHAcquired Assets. For the avoidance of doubt, immediately available funds by wire transfer to an account designated by AREH (which account such books and records shall be designated in writing to Buyer at least two (2) business days prior not include all corporate seals, minute books, charter documents, corporate stock record books, registers of other securities, copies of original tax records of the Sellers, and such other books and records as pertain only to the Closing Date) in an amount equal to organization, existence, share capitalization or debt financing of the AREH Closing Payment; and (iii) to each Seller, the certificates required by Section 10.3(a) and Section 10.3(b) hereofSellers.

Closing Deliveries. (a) At the Closing, the ACE Selling Parties Seller shall deliver to BuyerPure Cycle the following documents or instruments properly executed, and, where necessary, acknowledged by a notary: (i) The certificate or certificates for the certificates, if any, shares of Fort Lyon Canal Company representing the ACE Lo Equity Interests, either duly endorsed for transfer to Buyer Water Rights or accompanied by appropriate duly executed limited liability interest powers or, if the ACE Lo Equity Interests are certificates cannot certificated, one or more instruments of assignment in a form approved by Buyer conveying such ACE Lo Equity Interests to Buyer; (ii) the resignations or evidence of their removal from office of the persons named on Schedule III(a) as directors, officers and managers, as applicable, of ACE Lo and Brighton Park Maintenance Corp., effective reasonably be provided as of the Closing Date, together with any required amendments to then stock powers for such shares (the organizational documents “FLCC Certificates or Stock Powers”); (ii) The certificate or certificates for the shares representing the LAWMA Rights or if certificates cannot reasonably be provided as of ACE Lo and Brighton Park Maintenance Corp. and filings with Governmental Entitiesthe Closing Date, then stock powers for such shares (the “LAWMA Certificates or Stock Powers”); (iii) The certificate or certificates or, if applicable, other appropriate instruments representing the Wheat Ridge Mutual Ditch Company shares or if certificates required by Section 10.2(a) and Section 10.2(b) hereofcannot reasonably be provided as of the Closing Date, then stock powers for such shares; (iv) affidavits executed by ACE Hi and any of its required Affiliates that satisfy The certificate or certificates or other appropriate instruments, if applicable, representing the requirements of Section 1445 May Valley Water Association shares or if certificates cannot reasonably be provided as of the CodeClosing Date, then stock powers for such shares; (v) The Seller Pledge Agreement and stock transfer powers with respect to the pledged Shares; (vi) Special warranty deeds (the “Property Deeds”) conveying the Property (other than water ▇▇▇▇▇ and the Mineral Rights) to Pure Cycle and warranting title subject only to Permitted Liens and Liens otherwise accepted by Pure Cycle in writing; (vii) Special warranty deeds (the “Mineral Deeds”) conveying the Mineral Rights to Pure Cycle and warranting title subject only to Permitted Liens and Liens otherwise accepted by Pure Cycle in accordance with Section 7.8; (viii) A settlement statement prepared by the Title Company (the “Settlement Statement”); (ix) The Title Company’s unconditional written undertaking to issue the owner’s title policy, insuring fee simple title to the Property in Pure Cycle in accordance with the Title Commitments, subject only to the Permitted Liens and Liens otherwise accepted by Pure Cycle in accordance with Section 7.8 (the “Title Company Undertaking”); (x) The Pure Cycle Pledge Agreement; (xi) Certificates representing the shares of capital stock of ▇▇▇▇▇▇▇ Enterprises, Inc. and stock powers transferring such shares to Pure Cycle; (xii) Quit claim deeds to the water ▇▇▇▇▇ listed on Schedule 2.7 (the “Quit Claim ▇▇▇▇▇”) (each of which was acquired by Seller by quit claim deed); and (vxiii) owners’ Such assignments, consents, instruments and agreements as are required or contemplated herein, or as Pure Cycle or the Title Company may reasonably require to effect the transactions contemplated hereby, including without limitation those affidavits and indemnities in agreements sufficient to enable the forms attached Title Company to delete the standard exceptions (to the preliminary certification and report on title for each parcel of extent contemplated by Article VII) from the ACE Real Properties set forth on Exhibit H-1 attached hereto (the “ACE Real Property Preliminary Certifications and Reports”)Title Commitments. (b) At the Closing, AREH Pure Cycle shall deliver to BuyerSeller the following documents or instruments properly executed, and, where necessary, acknowledged by a notary: (i) A letter of transmittal issued by Pure Cycle to Pure Cycle’s transfer agent dated as of the Closing Date directing the issuance of the Shares in the name of the Seller in two certificates, if any, each representing one-half of the AREH Subs Equity Interests, either duly endorsed for transfer to Buyer or accompanied by appropriate duly executed limited liability interest powers or, if Shares (the AREH Subs Equity Interests are not certificated, one or more instruments of assignment in a form approved by Buyer conveying such AREH Subs Equity Interests to Buyer“Transfer Agent Letter”); (ii) the resignations of the persons named on Schedule III(b) as directors, officers and managers, as applicable, of the Companies effective as of the Closing Date, together with any required amendments to the organizational documents of the Companies and filings with Governmental EntitiesThe Settlement Statement; (iii) Such consents, instruments and agreements as are required or contemplated herein, or as Seller or the certificates required Title Company may reasonably require to effect the transactions contemplated hereby, including without limitation those affidavits and agreements sufficient to enable the Title Company to delete the standard exceptions (to the extent contemplated by Section 10.2(aArticle VII) and Section 10.2(b) hereoffrom the Title Commitments; (iv) affidavits executed by AREH and any of its required Affiliates that satisfy The certificate or certificates representing the requirements of Section 1445 of Fort Lyon Canal Company shares pledged pursuant to the CodePure Cycle Pledge Agreement; (v) The Pure Cycle Pledge Agreement; (vi) The Seller Pledge Agreement; and (vvii) owner’s affidavits and indemnities The Tap Participation Fees in respect of the forms attached Water Taps described on Schedule 2.5(b) for which Pure Cycle has received payment prior to the preliminary certifications and reports on title for each parcel of the Adjacent Real Properties set forth on Exhibit H-2 attached hereto (the “Adjacent Real Property Preliminary Certifications and Reports” and, together with the ACE Real Property Preliminary Certifications and Reports, the “Preliminary Certifications and Reports”)Closing. (c) At Pure Cycle shall pay all recording fees and documentary fees required in connection with the Closingdelivery and recording of the Deeds. Seller shall pay all recording fees required in connection with the recording of releases of any existing encumbrances. The parties shall each pay one-half of any Title Company escrow or closing fees, Buyer and the parties shall deliver: (i) to ACE Hi, immediately available funds pay the other costs of title insurance premiums and expenses in accordance with Section 7.4. Pure Cycle shall pay the transfer fees imposed by wire the Fort Lyon Canal Company in connection with the transfer to an account designated by ACE Hi (which account shall be designated in writing to Buyer at least two (2) business days prior to of the Closing Date) in an amount equal to the ACE Closing Payment; (ii) to AREH, immediately available funds by wire transfer to an account designated by AREH (which account shall be designated in writing to Buyer at least two (2) business days prior to the Closing Date) in an amount equal to the AREH Closing Payment; and (iii) to each Seller, the certificates required by Section 10.3(a) and Section 10.3(b) hereofWater Rights.

Closing Deliveries. (a) At Administrative Agent received each of the Closingfollowing documents, instruments and agreements, in such counterparts as are acceptable to Administrative Agent and each Bank and each of which is, unless otherwise indicated, dated the ACE Selling Parties shall deliver to BuyerClosing Date: (i) a Note payable to the certificatesorder of each Bank, if anyeach in the amount of such Bank's Commitment, representing the ACE Lo Equity Interests, either duly endorsed for transfer to Buyer or accompanied by appropriate duly executed limited liability interest powers or, if the ACE Lo Equity Interests are not certificated, one or more instruments of assignment in a form approved by Buyer conveying such ACE Lo Equity Interests to BuyerBorrower; (ii) the resignations or evidence Amended and Restated Pledge Agreement duly executed and delivered by Borrower together with (A) certificates of their removal from office interests evidencing all of the persons named on Schedule III(aoutstanding membership interests of Spanish Peaks owned by Borrower, duly endorsed for transfer to Administrative Agent, or such other duly executed assignments of such membership interests as are acceptable to Administrative Agent, Banks or their counsel, and (B) as directors, officers such UCC-1 financing statements and managersUCC-3 amendments and assignments executed by Borrower and Existing Bank, as applicableAdministrative Agent shall request to confirm, of ACE Lo evidence and Brighton Park Maintenance Corp., effective as of perfect the Closing Date, together with any required amendments Liens granted pursuant to the organizational documents of ACE Lo such Amended and Brighton Park Maintenance Corp. and filings with Governmental EntitiesRestated Pledge Agreement; (iii) the certificates required Assignments and Amendments to Mortgages duly executed and delivered by Section 10.2(a) Borrower and Section 10.2(b) hereofExisting Bank together with such other assignments, conveyances, amendments, agreements and other writings, including, without limitation, UCC-3 amendments and assignments, in form and substance satisfactory to Administrative Agent, to properly assign and convey to Administrative Agent the Existing Mortgages; (iv) affidavits the Mortgages to be executed on the Closing Date pursuant to Section 6.1, duly executed and delivered by ACE Hi Borrower, together with such other assignments, conveyances, amendments, agreements and any of its required Affiliates that satisfy the requirements of Section 1445 of the Code; andother writings, including, without limitation, UCC-1 financing statements in form and substance satisfactory to Administrative Agent; (v) owners’ affidavits and indemnities a Certificate of Ownership Interests substantially in the forms attached form of Exhibit I, duly executed and delivered by an Authorized Officer of Borrower; (vi) an opinion of Morris, Laing, Evan▇, ▇▇▇▇▇ & ▇enn▇▇▇, counsel for Borrower, in form and substance satisfactory to Administrative Agent; (vii) an opinion of Thom▇▇▇▇ & ▇night, P.C., special Delaware corporate counsel for Borrower, in form and substance satisfactory to Administrative Agent; (viii) an opinion of Prui▇▇, ▇▇sh▇▇ & ▇ach▇▇▇▇, ▇▇ecial Utah counsel for Borrower, favorably opining as to the preliminary certification and report on title for each parcel enforceability of the ACE Real Properties set forth on Exhibit H-1 attached hereto Mortgages in Utah and otherwise in form and substance satisfactory to Administrative Agent; (ix) an opinion of Bjor▇, ▇▇▇▇▇▇▇ & ▇ani▇▇▇▇▇, ▇.C., special Colorado counsel for Borrower, favorably opining as to the “ACE Real Property Preliminary Certifications enforceability of the Mortgages in Colorado and Reports”).otherwise in form and substance satisfactory to Administrative Agent; (x) a certificate signed by an Authorized Officer of Borrower stating that (a) the representations and warranties contained in this Agreement and the other Loan Documents are true and correct in all respects, and (b) At the Closingno Default or Event of Default has occurred and is continuing, AREH shall deliver to Buyer: and (ic) the certificates, if any, representing the AREH Subs Equity Interests, either duly endorsed for transfer to Buyer or accompanied by appropriate duly executed limited liability interest powers or, if the AREH Subs Equity Interests are not certificated, one or more instruments of assignment all conditions set forth in a form approved by Buyer conveying such AREH Subs Equity Interests to Buyerthis Section 7.1 and Section 7.2 have been satisfied; (iixi) the resignations a copy of the persons named on Schedule III(b) as directors, officers and managers, as applicable, of the Companies effective as of the Closing Dateeach Merger Document, together with any required amendments a certificate executed by an Authorized Officer of Borrower certifying that such copies are accurate and complete and represent the complete understanding and agreement of the parties with respect to the organizational documents of the Companies and filings with Governmental Entitiessubject matter thereof; (iiixii) the certificates required by Section 10.2(a) and Section 10.2(b) hereof; (iv) affidavits executed by AREH and any of its required Affiliates that satisfy the requirements of Section 1445 copies of the Code; and Merger Certificate filed with the Kansas and Delaware Secretaries of State (v) owner’s affidavits and indemnities in the forms attached to the preliminary certifications and reports on title for each parcel of the Adjacent Real Properties set forth on Exhibit H-2 attached hereto (the “Adjacent Real Property Preliminary Certifications and Reports” andas applicable), together with such certificates, affidavits or other instruments suitable for recording same in the ACE Real Property Preliminary Certifications applicable counties and Reportsoffices in Colorado, Kansas, Texas and Utah, certifying or otherwise evidencing that such copies are accurate and complete copies of the “Preliminary Certifications and Reports”). (c) At the Closing, Buyer shall deliver: (i) to ACE Hi, immediately available funds by wire transfer to an account designated by ACE Hi (which account shall be designated in writing to Buyer at least two (2) business days prior to the Closing Date) in an amount equal to the ACE Closing PaymentMerger Certificate as so filed; (ii) to AREH, immediately available funds by wire transfer to an account designated by AREH (which account shall be designated in writing to Buyer at least two (2) business days prior to the Closing Date) in an amount equal to the AREH Closing Payment; and (iii) to each Seller, the certificates required by Section 10.3(a) and Section 10.3(b) hereof.

Closing Deliveries. (a) At Administrative Agent shall have received each ------------------ of the Closingfollowing documents, instruments and agreements, each of which shall be in form and substance and executed in such counterparts as shall be acceptable to Administrative Agent and Required Banks and each of which shall, unless otherwise indicated, be dated the ACE Selling Parties shall deliver to BuyerClosing Date: (i) a Note payable to the certificatesorder of each Bank in the amount of such Bank's Commitment, if any, representing the ACE Lo Equity Interests, either duly endorsed for transfer to Buyer or accompanied by appropriate duly executed limited liability interest powers or, if the ACE Lo Equity Interests are not certificated, one or more instruments of assignment in a form approved by Buyer conveying such ACE Lo Equity Interests to BuyerBorrower; (ii) the resignations or evidence of their removal from office of the persons named on Schedule III(a) as directors, officers and managers, as applicable, of ACE Lo and Brighton Park Maintenance Corp., effective as of the Closing Date, together with any required amendments to the organizational documents of ACE Lo and Brighton Park Maintenance Corp. and filings with Governmental Entitiesa Restricted Subsidiary Guarantee duly executed by SWAT; (iii) a Restricted Subsidiary Pledge Agreement duly executed by Borrower together with (A) certificates evidencing one hundred percent of the issued and outstanding capital stock of SWAT of every class (all certificates required delivered pursuant to this Section 6.1(a)(iii) shall ------------------- be duly endorsed or accompanied by Section 10.2(aduly executed blank stock powers), and (B) and Section 10.2(b) hereofsuch financing statements executed by Borrower as Administrative Agent shall request to perfect the Liens granted pursuant to such Pledge Agreement; (iv) affidavits a Certificate of Ownership Interests substantially in the form of Exhibit H, duly executed and delivered by ACE Hi and any an Authorized Officer of its required Affiliates that satisfy the requirements of Section 1445 of the Code; and--------- Borrower; (v) owners’ affidavits an opinion of ▇▇▇▇▇ ▇▇▇▇▇▇, Vice President and indemnities in the forms attached Corporate Counsel for Borrower, favorably opining as to the preliminary certification and report on title for each parcel of the ACE Real Properties set forth on Exhibit H-1 attached hereto (the “ACE Real Property Preliminary Certifications and Reports”). (b) At the Closing, AREH shall deliver to Buyer: (i) the certificates, if any, representing the AREH Subs Equity Interests, either duly endorsed for transfer to Buyer such matters as Administrative Agent or accompanied by appropriate duly executed limited liability interest powers or, if the AREH Subs Equity Interests are not certificated, one or more instruments of assignment in a form approved by Buyer conveying such AREH Subs Equity Interests to BuyerRequired Banks may request; (iivi) the resignations an opinion of the persons named on Schedule III(b) as directorsGardere & ▇▇▇▇▇, officers L.L.P., special counsel to Administrative Agent, in form and managers, as applicable, of the Companies effective as of the Closing Date, together with any required amendments substance satisfactory to the organizational documents of the Companies and filings with Governmental EntitiesAdministrative Agent; (iiivii) a Certificate executed by an Authorized Officer of Borrower stating that (A) the certificates required by Section 10.2(arepresentations and warranties of Borrower contained in this Agreement and the other Loan Papers are true and correct in all respects, (B) no Default or Event of Default has occurred which is continuing, and Section 10.2(b(C) hereof; (iv) affidavits executed by AREH and any of its required Affiliates that satisfy the requirements of Section 1445 of the Code; and (v) owner’s affidavits and indemnities in the forms attached to the preliminary certifications and reports on title for each parcel of the Adjacent Real Properties all conditions set forth on Exhibit H-2 attached hereto (the “Adjacent Real Property Preliminary Certifications in this Section 6.1 and Reports” and, together with the ACE Real Property Preliminary Certifications and Reports, the “Preliminary Certifications and Reports”). (c) At the Closing, Buyer shall deliver: (i) to ACE Hi, immediately available funds by wire transfer to an account designated by ACE Hi (which account shall be designated in writing to Buyer at least two (2) business days prior to the Closing Date) in an amount equal to the ACE Closing Payment; (ii) to AREH, immediately available funds by wire transfer to an account designated by AREH (which account shall be designated in writing to Buyer at least two (2) business days prior to the Closing Date) in an amount equal to the AREH Closing Payment; and (iii) to each Seller, the certificates required by Section 10.3(a) and Section 10.3(b) hereof.Section

Closing Deliveries. (a) At the Closing, the ACE Selling Parties Sellers shall deliver to Buyer: (i) a ▇▇▇▇ of sale, assignment and assumption with respect to the certificatesPurchased Assets, if anysubstantially in the form attached hereto as Exhibit B, representing the ACE Lo Equity Interests, either duly endorsed for transfer to Buyer or accompanied by appropriate duly executed limited liability interest powers orby Sellers, if the ACE Lo Equity Interests are not certificatedin favor of certain direct or indirect, one or more instruments wholly-owned subsidiaries of assignment in a form approved Buyer, as designated by Buyer conveying such ACE Lo Equity Interests to BuyerSeller prior to the Closing Date; (ii) an amendment to ACMIS’s Certificate of Formation to be filed with the resignations Arizona Secretary of State to change ACMIS’s name to a name chosen by ACMIS and acceptable to Buyer, executed by an authorized officer of ACMIS; (iii) an employment agreement, substantially in the form attached hereto as Exhibit C (the “Employment Agreement”), executed by Owner; (iv) amendments to the real property leases related to the Business, in form and substance satisfactory to the Parties (the “Lease Amendments”), executed by the applicable lessors; (v) estoppel certificates, substantially in the form attached hereto as Exhibit D, from the lessors of any leases, including capital leases, transferred as part of the Purchased Assets; (vi) an intellectual property license to certain of the Excluded Assets, substantially in the form attached hereto as Exhibit E (the “IP License”); (vii) certificates of good standing with respect to each Seller, issued by the Arizona Secretary of State within five business days prior to the Closing Date; (viii) a closing certificate, substantially in the form attached hereto as Exhibit F, executed by each Seller; (ix) any approvals or consents of any rulemaking authority, person or entity applicable to Sellers, Owner or the Purchased Assets required by Section 4.4; (x) any evidence of their removal from office payoff of debt (excluding Equipment Indebtedness) of each Seller or release of liens encumbering any of the persons named on Schedule III(aPurchased Assets requested by Buyer; (xi) as directorsevidence that the lease related to Owner’s 2013 Tesla Model S P Sedan, officers financed by ACMIS, under the Combination and managersLoan Security Agreement (#409606-700) dated July 26, 2013 by and between ACMIS, as applicableDebtor, and ▇▇▇▇▇ Fargo Equipment Finance, Inc., has been removed from the cross-default provisions of ACE Lo any agreements acquired by Buyer set forth in Schedule 1.1(a); (xii) all books and Brighton Park Maintenance Corp.records of Sellers related to the Purchased Assets, effective to a location as directed by Buyer; (xiii) a Schedule 1.1(b) with respect to the AR as of the Closing Date, together with any required amendments to the organizational documents of ACE Lo and Brighton Park Maintenance Corp. and filings with Governmental Entities; (iiixiv) a revised Schedule 1.3(a) with respect to the certificates required by Section 10.2(a) and Section 10.2(b) hereof; (iv) affidavits executed by ACE Hi and any of its required Affiliates that satisfy the requirements of Section 1445 AP as of the CodeClosing Date; and (vxv) owners’ affidavits and indemnities in the forms attached to the preliminary certification and report on title for each parcel of the ACE Real Properties set forth on Exhibit H-1 attached hereto (the “ACE Real Property Preliminary Certifications and Reports”)such other documents as Buyer may reasonably request. (b) At the Closing, AREH Buyer shall deliver to BuyerSellers: (i) the certificatesany approvals or consents of any rulemaking authority, if any, representing the AREH Subs Equity Interests, either duly endorsed for transfer person or entity applicable to Buyer or accompanied required by appropriate duly executed limited liability interest powers or, if the AREH Subs Equity Interests are not certificated, one or more instruments of assignment in a form approved by Buyer conveying such AREH Subs Equity Interests to BuyerSection 4.4; (ii) the resignations of the persons named on Schedule III(b) as directorsCash Purchase Price, officers and managers, as applicable, of the Companies effective as of by wire transfer to an account specified by Sellers prior to the Closing Date, together with any required amendments to the organizational documents of the Companies and filings with Governmental Entities; (iii) the certificates required Note, executed by Section 10.2(a) and Section 10.2(b) hereofBuyer; (iv) affidavits a certificate representing the Shares issued in the name of ACMIS as directed by Seller and agreed by NHC; (v) the Employment Agreement, executed by AREH and any Buyer; (vi) the Lease Amendments, executed by Buyer; (vii) replacement agreements of its required Affiliates that satisfy the requirements of Section 1445 certain of the CodeHealth Care Professional Agreements, executed by Buyer; and (vviii) owner’s affidavits and indemnities a closing certificate, substantially in the forms attached to the preliminary certifications and reports on title for each parcel of the Adjacent Real Properties set forth on Exhibit H-2 form attached hereto (the “Adjacent Real Property Preliminary Certifications and Reports” andas Exhibit G, together with the ACE Real Property Preliminary Certifications and Reports, the “Preliminary Certifications and Reports”)executed by Buyer. (c) At the Closing, Buyer shall deliver: (i) to ACE Hi, immediately available funds by wire transfer to an account designated by ACE Hi (which account shall be designated in writing to Buyer at least two (2) business days prior to the Closing Date) in an amount equal to the ACE Closing Payment; (ii) to AREH, immediately available funds by wire transfer to an account designated by AREH (which account shall be designated in writing to Buyer at least two (2) business days prior to the Closing Date) in an amount equal to the AREH Closing Payment; and (iii) to each Seller, the certificates required by Section 10.3(a) and Section 10.3(b) hereof.

Closing Deliveries. (a) At the Closing, Enerkon Nevada and/or the ACE Selling Parties Enerkon Nevada Stockholders shall deliver have delivered or caused to Buyerbe delivered to Enerkon Florida and the Enerkon Florida Shareholders the following: (i) the certificates, if any, representing the ACE Lo Equity Interests, either duly endorsed for transfer to Buyer or accompanied by appropriate this Agreement duly executed limited liability interest powers or, if by Enerkon Nevada and the ACE Lo Equity Interests are not certificated, one or more instruments of assignment in a form approved by Buyer conveying such ACE Lo Equity Interests to BuyerEnerkon Nevada Stockholders; (ii) letter of resignation from Enerkon Nevada’s current officers, to be effective as agreed upon by the resignations or evidence parties; (iii) letter of their removal from office resignation of the persons named on Schedule III(a) as Enerkon Nevada’s current directors, officers and managerswith the resignation to take effect as agreed upon by the parties; (iv) resolutions duly adopted by the Board of Directors of Enerkon Nevada approving the following events or actions, as applicable: a. the execution, delivery and performance of ACE Lo this Agreement; b. the Acquisition and Brighton Park Maintenance Corp.the terms thereof; c. fixing the number of authorized directors on the board of directors at a number to be agreed to; d. the appointment of such members as indicated by Enerkon to the board of directors, immediately following the closing of the transactions contemplated hereby; e. the appointment of the following person as officer of Enerkon Nevada, effective on the closing of the transactions contemplated hereby (the “Enerkon Officer”): ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Chief Executive Officer, President, Secretary, Chief Financial Officer (v) a certificate of good standing for Enerkon Nevada from its jurisdiction of incorporation; (vi) an instruction letter signed by the President of Enerkon Nevada addressed to Enerkon Nevada’s transfer agent of record, in a form reasonably acceptable to Enerkon and consistent with the terms of this Agreement, instructing the transfer agent to issue stock certificates representing the Enerkon Nevada Shares to be delivered pursuant to this Agreement registered in the names of the Enerkon Florida Shareholder as set forth in Annex I; (vii) a copy of the Certificate of Incorporation and By-Laws of the Enerkon Nevada, as in effect on and as of the Closing Date, together and a copy of the resolutions of the Board of Directors of the Enerkon Nevada authorizing and approving the Enerkon Nevada’s execution, delivery and performance of the Transaction Documents, all matters in connection with any required amendments to the organizational documents of ACE Lo Transaction Documents, and Brighton Park Maintenance Corp. and filings with Governmental Entitiesthe transactions contemplated thereby; (iiiviii) the certificates required by Section 10.2(a) all corporate records, board minutes and Section 10.2(b) hereof; (iv) affidavits executed by ACE Hi resolutions, tax and financial records, agreements, seals and any of its required Affiliates that satisfy the requirements of Section 1445 of the Codeother information or documents reasonably requested by Enerkon Florida’s representatives with respect to Enerkon Nevada; and (vix) owners’ affidavits and indemnities such other documents as Enerkon Florida and/or the Enerkon Florida Shareholders may reasonably request in the forms attached to the preliminary certification and report on title for each parcel of the ACE Real Properties set forth on Exhibit H-1 attached hereto (the “ACE Real Property Preliminary Certifications and Reports”). (b) At the Closing, AREH shall deliver to Buyer: (i) the certificates, if any, representing the AREH Subs Equity Interests, either duly endorsed for transfer to Buyer or accompanied by appropriate duly executed limited liability interest powers or, if the AREH Subs Equity Interests are not certificated, one or more instruments of assignment in a form approved by Buyer conveying such AREH Subs Equity Interests to Buyer; (ii) the resignations of the persons named on Schedule III(b) as directors, officers and managers, as applicable, of the Companies effective as of the Closing Date, together with any required amendments to the organizational documents of the Companies and filings with Governmental Entities; (iii) the certificates required by Section 10.2(a) and Section 10.2(b) hereof; (iv) affidavits executed by AREH and any of its required Affiliates that satisfy the requirements of Section 1445 of the Code; and (v) owner’s affidavits and indemnities in the forms attached to the preliminary certifications and reports on title for each parcel of the Adjacent Real Properties set forth on Exhibit H-2 attached hereto (the “Adjacent Real Property Preliminary Certifications and Reports” and, together connection with the ACE Real Property Preliminary Certifications and Reports, the “Preliminary Certifications and Reports”)transactions contemplated hereby. (c) At the Closing, Buyer shall deliver: (i) to ACE Hi, immediately available funds by wire transfer to an account designated by ACE Hi (which account shall be designated in writing to Buyer at least two (2) business days prior to the Closing Date) in an amount equal to the ACE Closing Payment; (ii) to AREH, immediately available funds by wire transfer to an account designated by AREH (which account shall be designated in writing to Buyer at least two (2) business days prior to the Closing Date) in an amount equal to the AREH Closing Payment; and (iii) to each Seller, the certificates required by Section 10.3(a) and Section 10.3(b) hereof.

Closing Deliveries. Administrative Agent shall have received each of ------------------ the following documents, instruments and agreements, each of which shall be in form and substance and 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 Effective Date: (a) At a Note payable to the Closingorder of each Bank (as applicable), each in the amount of such Bank's Commitment after giving effect to the Assignment and Acceptance Agreements referenced in the recitals hereto; (b) Mortgages duly executed and delivered by Borrower, together with such other assignments, conveyances, amendments, agreements and other writings, including, without limitation, UCC-1 financing statements, in form and substance satisfactory to Administrative Agent, pursuant to which Borrower shall grant to Administrative Agent a first and prior Lien, subject only to Permitted Encumbrances, in and to the Unocal Properties; (c) a copy of the Restated Certificate of Incorporation and all amendments thereto, of Borrower accompanied by a certificate that such copy is true, correct and complete, and dated within ten (10) days of the Effective Date, issued by the appropriate Governmental Authority of the jurisdiction of incorporation of Borrower, and accompanied by a certificate of the Secretary or comparable Authorized Officer of Borrower that such copy is true, correct and complete on the Effective Date; (d) a copy of the bylaws of Borrower, and all amendments thereto, 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; (e) certain certificates and other documents issued by the appropriate Governmental Authorities of such jurisdictions as Administrative Agent has requested relating to the existence of Borrower and to the 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; (f) a certificate of incumbency of all officers of Borrower (to the extent a party to any Loan Paper) who will be authorized to execute or attest to any Loan Paper, dated the date hereof, executed by the Secretary or comparable Authorized Officer of Borrower; (g) copies of resolutions or comparable authorizations approving the First Amendment, the ACE Selling Parties shall deliver Mortgages and the other Loan Papers executed in connection with the First Amendment and authorizing the transactions contemplated by this First Amendment and the other Loan Papers, duly adopted by the Board of Directors or comparable governing authority of Borrower accompanied by certificates of the Secretary or comparable 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 or other charter documents of Borrower) by the unanimous written consent of the Board of Directors or comparable governing authority of Borrower, and that such resolutions constitute all the resolutions adopted with respect to Buyer:such transactions, have not been amended, modified, or revoked in any respect, and are in full force and effect as of the date hereof; (h) an opinion of ▇▇▇▇▇▇ & Hanger, L.L.P., special counsel for Borrower, dated the date hereof, favorably opining as to the enforceability of this First Amendment and each of the other Loan Papers and otherwise in form and substance satisfactory to Administrative Agent and Banks; (i) the certificatesan opinion of Loomis, if anyEwert, representing the ACE Lo Equity InterestsParsley, either duly endorsed for transfer ▇▇▇▇▇ & Gotting, special Michigan counsel to Buyer Administrative Agent, favorably opining as to such matters as Administrative Agent or accompanied by appropriate duly executed limited liability interest powers or, if the ACE Lo Equity Interests are not certificated, one or more instruments of assignment in a form approved by Buyer conveying such ACE Lo Equity Interests to BuyerBanks may request; (iij) such UCC-11 search reports as Administrative Agent shall require, prepared as of a date not more than twenty (20) days prior to the resignations or evidence Effective Date, conducted in such jurisdictions and reflecting such names as Administrative Agent shall request; (k) a Certificate of their removal from office Ownership Interests signed by an Authorized Officer of Borrower in the form of Exhibit G attached to the Credit Agreement --------- (with applicable conforming changes relevant to the Unocal Properties and the Unocal Acquisition); (l) a copy of each Unocal Acquisition Document and all other material documents, instruments and agreements executed and/or delivered by Borrower in connection with the Unocal Acquisition Agreement and the closing of the persons named on Schedule III(a) as directors, officers and managers, as applicable, of ACE Lo and Brighton Park Maintenance Corp., effective as of the Closing DateUnocal Acquisition, together with any required amendments a certificate from an Authorized Officer of Borrower certifying that (A) such copies are accurate and complete and represent the complete understanding and agreement of the parties with respect to the organizational documents of ACE Lo subject matter thereof, and Brighton Park Maintenance Corp. (B) subject only to the increase in the Borrowing Base and filings with Governmental Entitiesfunding in connection therewith and herewith, the Unocal Acquisition has been consummated on the terms set forth in such Unocal Acquisition Documents; (iiin) a report or reports in form, scope and detail acceptable to Administrative Agent and Banks setting forth the certificates required by Section 10.2(a) and Section 10.2(b) hereof; (iv) affidavits executed by ACE Hi and any results of its required Affiliates that satisfy the requirements of Section 1445 a review of the CodeUnocal Properties and other operations, 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 any Credit Party, and/or otherwise reveal any conditions or circumstances which would reflect that the representations and warranties contained in Section 9.14 of the Credit Agreement (after giving effect to the Unocal Acquisition) are inaccurate in any respect; and (vo) owners’ affidavits such other documents, instruments, agreements and indemnities in the forms attached to the preliminary certification and report on title for each parcel of the ACE Real Properties set forth on Exhibit H-1 attached hereto (the “ACE Real Property Preliminary Certifications and Reports”). (b) At the Closing, AREH shall deliver to Buyer: (i) the certificates, if any, representing the AREH Subs Equity Interests, either duly endorsed for transfer to Buyer or accompanied by appropriate duly executed limited liability interest powers or, if the AREH Subs Equity Interests are not certificated, one or more instruments of assignment in a form approved by Buyer conveying such AREH Subs Equity Interests to Buyer; (ii) the resignations of the persons named on Schedule III(b) actions as directors, officers and managers, as applicable, of the Companies effective as of the Closing Date, together with any required amendments to the organizational documents of the Companies and filings with Governmental Entities; (iii) the certificates may reasonably be required by Section 10.2(a) Administrative Agent and Section 10.2(b) hereof; (iv) affidavits executed by AREH and any of its required Affiliates that satisfy the requirements of Section 1445 of the Code; and (v) owner’s affidavits and indemnities in the forms attached to the preliminary certifications and reports on title for each parcel of the Adjacent Real Properties set forth on Exhibit H-2 attached hereto (the “Adjacent Real Property Preliminary Certifications and Reports” and, together with the ACE Real Property Preliminary Certifications and Reports, the “Preliminary Certifications and Reports”)Bank. (c) At the Closing, Buyer shall deliver: (i) to ACE Hi, immediately available funds by wire transfer to an account designated by ACE Hi (which account shall be designated in writing to Buyer at least two (2) business days prior to the Closing Date) in an amount equal to the ACE Closing Payment; (ii) to AREH, immediately available funds by wire transfer to an account designated by AREH (which account shall be designated in writing to Buyer at least two (2) business days prior to the Closing Date) in an amount equal to the AREH Closing Payment; and (iii) to each Seller, the certificates required by Section 10.3(a) and Section 10.3(b) hereof.

Closing Deliveries. (a) At the Closing, Closing Oglebay and ONCO shall make the ACE Selling Parties shall deliver to Buyerfollowing deliveries: (i) stock certificates (or stock powers) properly executed evidencing the certificates, if any, representing transfer of the ACE Lo Equity Interests, either duly endorsed for ONTAC Shares to Newco and the transfer of the ETCO Shares to Buyer or accompanied by appropriate duly executed limited liability interest powers or, if the ACE Lo Equity Interests are not certificated, one or more instruments of assignment in a form approved by Buyer conveying such ACE Lo Equity Interests to BuyerRouge; (ii) the resignations or evidence of their removal from office an assignment of the persons named on Schedule III(a) as directors, officers and managers, as applicable, of ACE Lo and Brighton Park Maintenance Corp., effective as of the Closing Date, together with any required amendments EXCO Interests to the organizational documents of ACE Lo and Brighton Park Maintenance Corp. and filings with Governmental EntitiesNewco; (iii) the certificates required by Preliminary Working Capital Statement referred to in Section 10.2(a) and Section 10.2(b) hereof6.6(a); (iv) affidavits executed the certificate referred to in Section 8.1(a); (v) resolutions of their respective Boards of Directors or committees thereof, as necessary, certified by ACE Hi the Secretary or Assistant Secretary, authorizing the transactions contemplated by this Agreement; (vi) a Bill ▇▇ Sale with respect to the mining equipment referred to in Section 6.1; (vii) a letter from Wyat▇ & ▇o. with regard to the present value of estimated FAS 106 liabilities and the Unfunded Benefit Liabilities that exist with respect to any Plan maintained by ONTAC or any ERISA Affiliate for employees of ONTAC; (viii) evidence that all consents set forth on Schedule 2.4 have been obtained. (ix) a release by Oglebay of its required Affiliates that satisfy rights to receive royalties under the requirements Royalty Arrangements defined in Section 6.2; (x) instrument(s) sufficient to dismiss pending arbitrations as provided in Section 6.7; (xi) an opinion of Section 1445 counsel substantially in the form attached hereto as Exhibit D; (xii) all of the Codecorporate records of ONTAC in the possession of Oglebay or ONCO and written resignations of all of the officers and directors of ONTAC; (xiii) all of the corporate records of ETCO in the possession of Oglebay or ONCO; (xiv) all of the partnership records of EXCO in the possession of Oglebay or ONCO; and (vxv) owners’ affidavits and indemnities a release of Pellet Sales Contracts with Stelco, AK Steel, or their predecessors in the forms attached to the preliminary certification and report on title for each parcel of the ACE Real Properties set forth on Exhibit H-1 attached hereto (the “ACE Real Property Preliminary Certifications and Reports”)interest. (b) At the ClosingClosing the Remaining Companies and Newco, AREH as appropriate in accordance with their respective obligations under this Agreement, shall deliver to Buyermake the following deliveries: (i) the certificates, if any, representing the AREH Subs Equity Interests, either duly endorsed for transfer The Purchase Price (as required pursuant to Buyer or accompanied Section 1.4) in immediately available United States funds transferred to Oglebay and ONCO. Such amount may be allocated by appropriate duly executed limited liability interest powers or, if the AREH Subs Equity Interests are not certificated, one or more instruments of assignment in a form approved by Buyer conveying such AREH Subs Equity Interests each party to Buyerthis Agreement as their respective interests may appear; (ii) the resignations evidence of the persons named on Schedule III(b) as directors, officers due incorporation and managers, as applicable, authorization of the Companies effective as of the Closing Date, together with any required amendments to the organizational documents of the Companies and filings with Governmental EntitiesNewco; (iii) the certificates required by certificate referred to in Section 10.2(a) and Section 10.2(b) hereof8.2(a); (iv) affidavits executed resolutions of their respective Boards of Directors or committees thereof, as necessary, certified by AREH and any the Secretary or Assistant Secretary, authorizing the transactions contemplated by this Agreement; (v) an assumption agreement with respect to the Assumed Liabilities; (vi) a release of Oglebay of its required Affiliates obligations under the Repurchase Agreement (as hereinafter defined), a release of Oglebay of its obligations under the Mining Leases set forth on Schedule 3.4; (vii) instrument(s) sufficient to dismiss pending arbitrations as provided in Section 6.7; (viii) evidence that satisfy the requirements of Section 1445 of the Codeall consents set forth on Schedule 3.4 have been obtained; and (vix) owner’s affidavits and indemnities in the forms attached to the preliminary certifications and reports on title opinions from respective counsel for each parcel of Rouge, ETCO, AK Steel, Stelco, AKS Sub, Stelco Sub and Newco, in substantially the Adjacent Real Properties set forth on Exhibit H-2 form attached hereto (the “Adjacent Real Property Preliminary Certifications and Reports” and, together with the ACE Real Property Preliminary Certifications and Reports, the “Preliminary Certifications and Reports”). (c) At the Closing, Buyer shall deliver: (i) to ACE Hi, immediately available funds by wire transfer to an account designated by ACE Hi (which account shall be designated in writing to Buyer at least two (2) business days prior to the Closing Date) in an amount equal to the ACE Closing Payment; (ii) to AREH, immediately available funds by wire transfer to an account designated by AREH (which account shall be designated in writing to Buyer at least two (2) business days prior to the Closing Date) in an amount equal to the AREH Closing Payment; and (iii) to each Seller, the certificates required by Section 10.3(a) and Section 10.3(b) hereof.as Exhibit E.

Closing Deliveries. (a) At the First Closing, the ACE Selling Parties Sellers and Owner, as applicable, shall deliver to Buyer: (i) a ▇▇▇▇ of sale, assignment and assumption with respect to the certificatesPurchased Assets and the First Closing Equity, if anysubstantially in the form attached hereto as Exhibit B, representing the ACE Lo Equity Interests, either duly endorsed for transfer to Buyer or accompanied by appropriate duly executed limited liability interest powers orby Sellers and Owner, if the ACE Lo Equity Interests are not certificatedin favor of certain direct or indirect, one or more instruments wholly-owned subsidiaries of assignment in a form approved Buyer, as designated by Buyer conveying such ACE Lo Equity Interests to BuyerSeller prior to the First Closing Date; (ii) an employment agreement, substantially in the resignations or evidence of their removal from office of form attached hereto as Exhibit C (the persons named on Schedule III(a) as directors“Employment Agreement”), officers and managers, as applicable, of ACE Lo and Brighton Park Maintenance Corp., effective as of the Closing Date, together with any required amendments to the organizational documents of ACE Lo and Brighton Park Maintenance Corp. and filings with Governmental Entitiesexecuted by Owner; (iii) amendments to the certificates required First Closing Leases and Facility Leases, in form and substance satisfactory to the Parties (the “Lease Amendments”), executed by Section 10.2(a) the applicable lessors and Section 10.2(b) hereoflessees; (iv) affidavits an intellectual property license to certain of the Excluded Assets, substantially in the form attached hereto as Exhibit D (the “IP License”); (v) certificates of good standing with respect to each Seller, the First Closing Facilities, and Prime Meridian, issued by the Arizona Secretary of State within five business days prior to the First Closing Date; (vi) a closing certificate, substantially in the form attached hereto as Exhibit E-1, executed by ACE Hi each Seller, and a certificate, substantially in the form attached hereto as Exhibit E-2, executed by Owner; (vii) any approvals or consents of any rulemaking authority, person or entity applicable to Sellers, Owner, the Purchased Assets, the First Closing Equity, or the First Closing Facilities required by Section 5.4; (viii) any evidence of payoff of debt (excluding Equipment Indebtedness) of each Seller or Owner or release of liens encumbering any of its required Affiliates the Purchased Assets, the First Closing Equity, or the First Closing Facilities requested by Buyer; (ix) evidence that satisfy the requirements lease related to Owner’s 2013 Tesla Model S P Sedan, financed by ACMIS, under the Combination and Loan Security Agreement (#409606-700) dated July 26, 2013 by and between ACMIS, as Debtor, and ▇▇▇▇▇ Fargo Equipment Finance, Inc., has been removed from the cross-default provisions of Section 1445 any agreements acquired by Buyer set forth in Schedule 1.1(a); (x) all books and records of Sellers or Owner related to the Purchased Assets, the First Closing Equity, or the First Closing Entities, to a location as directed by Buyer; (xi) a Schedule 1.1(c) with respect to the AR as of the CodeFirst Closing Date; (xii) a revised Schedule 1.3(a) with respect to the AP as of the First Closing Date; (xiii) a Full Service Facility and Management Agreement by and between, on the one hand, ACMIS and PC and, on the other hand, Buyer or Buyer’s Affiliates, in form and substance mutually satisfactory to the Parties, with respect to the operation of the Second Closing Facilities after the First Closing (the “Management Services Agreement”), executed by ACMIS and PC; (xiv) the assignment of interest, by and between Prime Meridian Investment Group, L.L.L.P. (“Prime Meridian”), as assignor and the sole member of the First Closing Facilities, and Owner, as assignee, transferring and conveying right, title and interest in all of the membership units of the First Closing Facilities, in the form and substance mutually satisfactory to the Parties, executed by Prime Meridian and Owner; and (vxv) owners’ affidavits and indemnities in the forms attached to the preliminary certification and report on title for each parcel of the ACE Real Properties set forth on Exhibit H-1 attached hereto (the “ACE Real Property Preliminary Certifications and Reports”)such other documents as Buyer may reasonably request. (b) At the First Closing, AREH Buyer shall deliver to Sellers: (i) the Cash Purchase Price; (ii) the Note, executed by Buyer; and (iii) a certificate representing the Shares issued in the name of Owner; (iv) any approvals or consents of any rulemaking authority, person or entity applicable to Buyer required by Section 5.4; (v) the Employment Agreement, executed by Buyer; (vi) a corporate guarantee for each of the First Closing Leases, in the form and substance mutually satisfactory to the Parties, executed by Buyer; (vii) the Management Services Agreement, executed by Buyer or its Affiliate; and (viii) a closing certificate, substantially in the form attached hereto as Exhibit F, executed by Buyer. (c) At the Second Closing, Owner shall deliver to Buyer: (i) a ▇▇▇▇ of sale, assignment and assumption with respect to the certificatesSecond Closing Equity, if anysubstantially in the form attached hereto as Exhibit B, representing the AREH Subs Equity Interests, either duly endorsed for transfer to Buyer or accompanied by appropriate duly executed limited liability interest powers orby Owner, if the AREH Subs Equity Interests are not certificatedin favor of a certain direct or indirect, one or more instruments wholly-owned subsidiary of assignment in a form approved Buyer, as designated by Buyer conveying such AREH Subs Equity Interests to BuyerOwner prior to the Second Closing Date; (ii) a certificate of good standing with respect to the resignations Second Closing Facilities, issued by the Arizona Secretary of State within five business days prior to the persons named on Schedule III(b) as directors, officers and managers, as applicable, of the Companies effective as of the Second Closing Date, together with any required amendments to the organizational documents of the Companies and filings with Governmental Entities; (iii) a closing certificate, substantially in the certificates required form attached hereto as Exhibit E-2, executed by Section 10.2(a) and Section 10.2(b) hereofOwner; (iv) affidavits executed any approvals or consents of any rulemaking authority, person or entity applicable to Owner, the Second Closing Facilities, their assets or the Second Closing Equity required by AREH Section 5.4; (v) any evidence of payoff of debt or release of liens encumbering the Second Closing Equity or the Second Closing Facilities requested by Buyer; (vi) all books and records of Owner related to the Second Closing Equity or the Second Closing Facilities, to a location as directed by Buyer; (vii) the written resignations of any of its required Affiliates that satisfy the requirements of Section 1445 officers or managers of the CodeSecond Closing Facilities; and (vviii) owner’s affidavits and indemnities in the forms attached to the preliminary certifications and reports on title for each parcel of the Adjacent Real Properties set forth on Exhibit H-2 attached hereto (the “Adjacent Real Property Preliminary Certifications and Reports” and, together with the ACE Real Property Preliminary Certifications and Reports, the “Preliminary Certifications and Reports”)such other documents as Buyer may reasonably request. (cd) At the Second Closing, Buyer shall deliverdeliver to Owner: (i) to ACE Hiany approvals or consents of any rulemaking authority, immediately available funds by wire transfer to an account designated by ACE Hi (which account shall be designated in writing person or entity applicable to Buyer at least two (2) business days prior to the Closing Date) in an amount equal to the ACE Closing Payment;required by Section 5.4; and (ii) to AREHa closing certificate, immediately available funds substantially in the form attached hereto as Exhibit F, executed by wire transfer to an account designated by AREH (which account shall be designated in writing to Buyer at least two (2) business days prior to the Closing Date) in an amount equal to the AREH Closing Payment; and (iii) to each Seller, the certificates required by Section 10.3(a) and Section 10.3(b) hereofBuyer.

Closing Deliveries. (a) At the or prior to each Closing, with respect to each Principal Holder that requests the ACE Selling Parties shall deliver to BuyerExchange contemplated for such Closing: (i) to the certificatesextent that such Principal Holder’s Exchange Shares are certificated, if anysuch Principal Holder shall deliver to HMH B.V. or the Corporation, as applicable, certificates representing the ACE Lo Equity InterestsExchange Shares for the number Bundles of Exchange Shares specified in the applicable Redemption Request (or an affidavit of loss in lieu thereof in customary form, either duly endorsed for transfer without any requirement to Buyer post a bond or furnish any other security), accompanied by appropriate security transfer powers, in form reasonably satisfactory to HMH B.V. or the Corporation, as applicable, duly executed limited liability interest powers orin blank by such Principal Holder or such Principal ▇▇▇▇▇▇’s duly authorized attorney, if to be Exchanged based on the ACE Lo Equity Interests are not certificated, one or more instruments of assignment Exchange Rate in a form approved by Buyer conveying such ACE Lo Equity Interests to Buyereffect at the applicable Closing; (ii) such Principal Holder shall represent in writing that no Liens exist on the resignations Exchange Shares delivered pursuant to Sections 2.01(d)(i) (other than transfer restrictions imposed by or evidence of their removal from office of under applicable securities laws, the persons named on Schedule III(a) as directorsPartnership Agreement and this Agreement), officers and managers, as applicable, of ACE Lo and Brighton Park Maintenance Corp., effective as of the Closing Date, together with or that any required amendments to the organizational documents of ACE Lo and Brighton Park Maintenance Corp. and filings with Governmental Entitiessuch Liens have been released; (iii) in the certificates required by Section 10.2(a) event that Akastor elects, pursuant to the Hybrid Exchange Option, to exchange Mercury US Shares in lieu of HMH B.V. Non-Voting Class A Shares, ▇▇▇▇▇▇▇ shall represent in writing that the Mercury US Shares have been duly authorized and Section 10.2(b) hereofvalidly issued and are fully paid and non-assessable; (iv) affidavits executed by ACE Hi and any if such Principal Holder delivers to HMH B.V. or the Corporation, pursuant to Section 2.01(d)(i), a certificate representing a number of its required Affiliates Exchange Shares that satisfy is greater than the requirements number of Section 1445 Bundles of Exchange Shares specified in the Codeapplicable Redemption Request, HMH B.V. or the Corporation will deliver to such Principal Holder certificates representing the excess Exchange Shares, as applicable; and (v) owners’ affidavits and indemnities in HMH B.V. or the forms attached to the preliminary certification and report on title for each parcel of the ACE Real Properties set forth on Exhibit H-1 attached hereto (the “ACE Real Property Preliminary Certifications and Reports”). (b) At the ClosingCorporation, AREH as applicable, shall deliver or cause to Buyer: be delivered to such Principal Holder (ix) the certificatesapplicable Stock Consideration, if any, representing the AREH Subs Equity Interests, either duly endorsed for transfer registered in such names and such denominations as such Principal Holder requested pursuant to Buyer or accompanied by appropriate duly executed limited liability interest powers Section 2.01(b)(iii) or, if the AREH Subs Equity Interests are not certificatedCorporation and the Exchanging Principal Holder have mutually agreed as provided in Section 2.01(a), one or more instruments of assignment in a form approved by Buyer conveying such AREH Subs Equity Interests to Buyer; (iiy) the resignations applicable Cash Consideration. To the extent that any Stock Consideration is to be paid or settled through the facilities of The Depository Trust Company, HMH B.V. or the persons named on Schedule III(b) as directors, officers and managersCorporation, as applicable, shall, subject to Section 3.02(a) below, upon the written instruction of a Principal Holder, deliver or cause to be delivered such Stock Consideration deliverable to such Principal Holder, through the facilities of The Depository Trust Company, to the account of the Companies effective as participant of the Closing Date, together with any required amendments to the organizational documents of the Companies and filings with Governmental Entities; (iii) the certificates required by Section 10.2(a) and Section 10.2(b) hereof; (iv) affidavits executed by AREH and any of its required Affiliates that satisfy the requirements of Section 1445 of the Code; and (v) owner’s affidavits and indemnities in the forms attached to the preliminary certifications and reports on title for each parcel of the Adjacent Real Properties set forth on Exhibit H-2 attached hereto (the “Adjacent Real Property Preliminary Certifications and Reports” and, together with the ACE Real Property Preliminary Certifications and Reports, the “Preliminary Certifications and Reports”). (c) At the Closing, Buyer shall deliver: (i) to ACE Hi, immediately available funds by wire transfer to an account The Depository Trust Company designated by ACE Hi (which account shall be designated in writing to Buyer at least two (2) business days prior to the Closing Date) in an amount equal to the ACE Closing Payment; (ii) to AREH, immediately available funds by wire transfer to an account designated by AREH (which account shall be designated in writing to Buyer at least two (2) business days prior to the Closing Date) in an amount equal to the AREH Closing Payment; and (iii) to each Seller, the certificates required by Section 10.3(a) and Section 10.3(b) hereofsuch Principal Holder.

Closing Deliveries. In order to consummate the transactions contemplated hereby, the following documents shall be executed and/or delivered at the Closing, as appropriate: (a) At the Closing, the ACE Selling Parties Seller shall deliver to BuyerPurchaser each of the following items executed by Seller and/or the Principal as appropriate: (i) the certificates, if any, representing the ACE Lo Equity Interests, either duly endorsed for transfer a ▇▇▇▇ of Sale and Assignment in form and substance acceptable to Buyer or accompanied by appropriate duly executed limited liability interest powers or, if the ACE Lo Equity Interests are not certificated, one or more instruments of assignment in a form approved by Buyer conveying such ACE Lo Equity Interests to BuyerPurchaser; (ii) the resignations or evidence of their removal from office of the persons named on Schedule III(a) as directors, officers and managers, as applicable, of ACE Lo and Brighton Park Maintenance Corp., effective as of the Closing Date, together with any required amendments to the organizational documents of ACE Lo and Brighton Park Maintenance Corp. and filings with Governmental EntitiesNon-Compete Agreements; (iii) the certificates all documentation reasonably required by Section 10.2(a) and Section 10.2(b) hereofPurchaser to effect the transfer of any trademarks, service marks, domain names or other intellectual property included in the Purchased Assets; (iv) affidavits executed by ACE Hi and any a Certificate of its required Affiliates that satisfy Good Standing for Seller from the requirements California Secretary of Section 1445 State dated within twenty (20) days of the Code; andClosing; (v) owners’ affidavits a copy of Seller’s charter documents certified by the California Secretary of State dated within twenty (20) days of the Closing; (vi) and indemnities a duly executed Secretary’s Certificate as to Seller’s Bylaws, incumbent officers and directors and resolutions adopted by Seller’s board of directors and shareholders authorizing the execution of this Agreement, confirmation of the sale provided for herein and performance by Seller of all its obligations hereunder; (vii) an opinion of legal counsel for Seller in form an substance acceptable to Purchaser; (viii) search results of the public records of the California Secretary of State and the Recorder's Office of San Mateo County, California confirming the absence of security interests, judgments, tax liens and bankruptcy proceedings which affect or could affect the Purchased Assets; (ix) an officer’s certificate dated as of the Closing confirming that the representations and warranties of Seller are true and correct as of the Closing; (x) copies of all third party and governmental consents, approvals and filings required in connection with the consummation of the transactions hereunder, if any; (xi) copies of the fully-executed assignments form each of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇▇ in the forms form attached hereto as Exhibit C; and From time-to-time after the Closing, at Purchaser’s request and without further consideration from Buyer, Seller shall execute and deliver such other instruments of conveyance and transfer and take such other action as Buyer reasonably may require to convey, transfer to and vest in Buyer and to put Buyer in possession of Purchased Assets with customary warranties of title. At the Closing, and at all times thereafter as may be necessary, Seller shall execute and deliver to Purchaser such other instruments as shall be reasonably necessary or appropriate (i) to vest in Purchaser good and indefeasible title to the preliminary certification Purchased Assets and report on title for each parcel (ii) to vest in Purchaser all rights of Seller under the ACE Real Properties set forth on Exhibit H-1 attached hereto (Assigned Contracts and to comply with the “ACE Real Property Preliminary Certifications purposes and Reports”)intent of this Agreement. (b) At the Closing, AREH Purchaser shall deliver to BuyerSeller each of the following items executed by Purchaser as appropriate: (i) the certificates, if any, representing the AREH Subs Equity Interests, either duly endorsed for transfer to Buyer or accompanied by appropriate duly executed limited liability interest powers or, if the AREH Subs Equity Interests are not certificated, one or more instruments an Assumption of assignment Liabilities and Assumed Contracts Agreement in a form approved by Buyer conveying such AREH Subs Equity Interests acceptable to BuyerSeller and Purchaser; (ii) the resignations of the persons named on Schedule III(b) as directors, officers and managers, as applicable, of the Companies effective as of the Closing Date, together with any required amendments to the organizational documents of the Companies and filings with Governmental Entities; (iii) the certificates required by Section 10.2(a) and Section 10.2(b) hereof; (iv) affidavits executed by AREH and any of its required Affiliates that satisfy the requirements of Section 1445 of the Code; and (v) owner’s affidavits and indemnities in the forms attached to the preliminary certifications and reports on title for each parcel of the Adjacent Real Properties set forth on Exhibit H-2 attached hereto (the “Adjacent Real Property Preliminary Certifications and Reports” and, together with the ACE Real Property Preliminary Certifications and Reports, the “Preliminary Certifications and Reports”). (c) At the Closing, Buyer shall deliver: (i) to ACE Hi, immediately available funds by wire transfer to an account designated by ACE Hi (which account shall be designated in writing to Buyer at least two (2) business days prior to the Closing Date) in an amount equal to the ACE Closing Payment; (ii) to AREH, immediately available funds by wire transfer to an account designated by AREH (which account shall be designated in writing to Buyer at least two (2) business days prior to the Closing Date) in an amount equal to the AREH Closing PaymentNon-Compete Agreements; and (iii) a copy of the resolutions of Purchaser’s Board of Directors approving the Agreement and its related exhibits. At the Closing, and at all times thereafter as may be necessary, Purchaser shall execute and deliver to each SellerSeller such other instruments as shall be reasonably necessary or appropriate to evidence the assumption by Purchaser of the Assumed Liabilities, including without limitation those arising under the certificates required by Section 10.3(a) Assigned Contracts, and Section 10.3(b) hereofto comply with the purposes and intent of this Agreement.

Closing Deliveries. (a) At the On Closing, the ACE Selling Parties DanDrit shall deliver or have caused to Buyerbe delivered to OS the following: (i) evidence of the certificates, if any, representing Stockholder Approvals by the ACE Lo Equity Interests, either duly endorsed for transfer to Buyer or accompanied by appropriate duly executed limited liability interest powers or, if the ACE Lo Equity Interests are not certificated, one or more instruments requisite majority of assignment in a form approved by Buyer conveying such ACE Lo Equity Interests to BuyerDanDrit stockholders; (ii) delivery to OS of certificates representing the resignations Consideration Shares and certificates or other documents evidencing any other Consideration Securities; (iii) all corporate records, agreements and any other information reasonably requested by OS with respect to DanDrit’s business; (iv) an operating budget covering a period of 24 months from the date of Closing adopted by DanDrit’s Board of Directors and reasonably acceptable to OS; (v) DanDrit’s governance structure as approved by Board of Directors of DanDrit and agreed to by OS, including evidence of their removal from office of the persons named on Schedule III(a) as directors, officers and managers, as applicable, of ACE Lo and Brighton Park Maintenance Corp.that, effective as of the Closing DateClosing, together each of ▇▇▇▇▇ ▇▇▇▇▇▇▇ and W. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ has been appointed as a director of DanDrit, and that DanDrit’s Board of Directors is constituted of five directors, consisting of two current directors of DanDrit, Messrs. Salmasi and ▇▇▇▇▇▇▇▇▇ and a fifth independent director, unaffiliated with any required amendments either DanDrit or its stockholders or with OS, and mutually acceptable to the organizational documents of ACE Lo DanDrit and Brighton Park Maintenance Corp. and filings with Governmental EntitiesOS; (iiivi) evidence that substantially all tangible and intangible assets and rights that are used or useful in the certificates required conduct of DanDrit’s business and that currently are held by Section 10.2(a) and Section 10.2(b) hereofDanDrit Biotech A/S have been transferred to or acquired by DanDrit; (ivvii) affidavits executed by ACE Hi evidence that DanDrit has timely filed or submitted, in conformity with all applicable legal requirements, each SEC Report due prior to the Closing; (viii) evidence reasonably satisfactory to OS that the listing requirements to be listed on either NASDAQ Capital Market or the New York Stock Exchange NYSE-MKT have been or can in the near term be met and any of its required Affiliates that satisfy a listing application has been submitted and conditionally approved, subject to satisfaction, following the requirements of reverse stock split referred to in Section 1445 3.6(a), of the Codeminimum stock price requirements and the increase in stockholders’ equity resulting from the investment referred to in Section 4.3(a) below, which will occur within 30 days of Closing; (ix) such other documents as OS may reasonably request in connection with the transactions contemplated hereby; (x) evidence reasonably satisfactory to OS that during the Pre-Closing Period (A) an amount not less than $3.0 million of equity capital has been received by DanDrit, and (B) the cash flow used in operations by DanDrit, determined in accordance with GAAP and in manner consistent with the preparation of DanDrit’s historical financial statements, has not exceeded such amount set forth in Appendix 4.2(a)(x)(A), and at Closing, DanDrit shall have no less than that amount set forth in Appendix 4.2(a)(x)(B) in immediately available funds; and (vxi) owners’ affidavits and indemnities in the forms attached to the preliminary certification and report on title for each parcel a certificate of the ACE Real Properties Chief Executive Officer and Chief Financial Officer of DanDrit that each of the conditions set forth on Exhibit H-1 attached hereto (the “ACE Real Property Preliminary Certifications and Reports”)in this Section 4.2 has been satisfied. (b) At the Closing, AREH shall deliver to Buyer: (i) the certificates, if any, representing the AREH Subs Equity Interests, either duly endorsed for transfer to Buyer or accompanied by appropriate duly executed limited liability interest powers or, if the AREH Subs Equity Interests are not certificated, one or more instruments of assignment in a form approved by Buyer conveying such AREH Subs Equity Interests to Buyer; (ii) the resignations of the persons named on Schedule III(b) as directors, officers and managers, as applicable, of the Companies effective as of the Closing Date, together with any required amendments to the organizational documents of the Companies and filings with Governmental Entities; (iii) the certificates required by Section 10.2(a) and Section 10.2(b) hereof; (iv) affidavits executed by AREH and any of its required Affiliates that satisfy the requirements of Section 1445 of the Code; and (v) owner’s affidavits and indemnities in the forms attached to the preliminary certifications and reports on title for each parcel of the Adjacent Real Properties set forth on Exhibit H-2 attached hereto (the “Adjacent Real Property Preliminary Certifications and Reports” and, together with the ACE Real Property Preliminary Certifications and Reports, the “Preliminary Certifications and Reports”). (c) At the Closing, Buyer shall deliver: (i) to ACE Hi, immediately available funds by wire transfer to an account designated by ACE Hi (which account shall be designated in writing to Buyer at least two (2) business days prior to the Closing Date) in an amount equal to the ACE Closing Payment; (ii) to AREH, immediately available funds by wire transfer to an account designated by AREH (which account shall be designated in writing to Buyer at least two (2) business days prior to the Closing Date) in an amount equal to the AREH Closing Payment; and (iii) to each Seller, the certificates required by Section 10.3(a) and Section 10.3(b) hereof.

Closing Deliveries. At the Closing: (a) At the Closing, the ACE Selling Parties Target shall deliver or cause to Buyerbe delivered to Acquiror the following: (i) a certificate of the certificatesSecretary of Target, if anyin form and substance satisfactory to Acquiror and its counsel, representing regarding Target's Charter Documents, good standing, all board and stockholder resolutions relating to the ACE Lo Equity Interests, either duly endorsed for transfer to Buyer or accompanied Transactions contemplated by appropriate duly executed limited liability interest powers or, if this Agreement and the ACE Lo Equity Interests are not certificated, one or more instruments incumbency of assignment in a form approved by Buyer conveying such ACE Lo Equity Interests to BuyerTarget's officers; (ii) letters of resignation in the resignations or evidence name of their removal from office and executed by each (A) member of the persons named on Schedule III(a) each Target Group Member's Board of Directors resigning his/her position as directors, officers and managers, as applicable, a director of ACE Lo and Brighton Park Maintenance Corp., such company effective as of the Closing Date, together with any required amendments to the organizational documents and (B) officer of ACE Lo and Brighton Park Maintenance Corp. and filings with Governmental Entities; (iii) the certificates required by Section 10.2(a) and Section 10.2(b) hereof; (iv) affidavits executed by ACE Hi and any each Target Group Member resigning his/her position as an officer of its required Affiliates that satisfy the requirements of Section 1445 of the Code; and (v) owners’ affidavits and indemnities in the forms attached to the preliminary certification and report on title for each parcel of the ACE Real Properties set forth on Exhibit H-1 attached hereto (the “ACE Real Property Preliminary Certifications and Reports”). (b) At the Closing, AREH shall deliver to Buyer: (i) the certificates, if any, representing the AREH Subs Equity Interests, either duly endorsed for transfer to Buyer or accompanied by appropriate duly executed limited liability interest powers or, if the AREH Subs Equity Interests are not certificated, one or more instruments of assignment in a form approved by Buyer conveying such AREH Subs Equity Interests to Buyer; (ii) the resignations of the persons named on Schedule III(b) as directors, officers and managers, as applicable, of the Companies company effective as of the Closing Date, together with any required amendments in each case, except as otherwise agreed to by the organizational documents of the Companies and filings with Governmental EntitiesParties; (iii) executed counterparts to each of the certificates required by Section 10.2(a) and Section 10.2(b) hereofTransaction Documents to which Target is a party; (iv) affidavits executed by AREH evidence satisfactory to Acquiror that all the Safeguard Notes, the Safeguard Warrant and any the Progress Warrant have been canceled and surrendered as provided in this Agreement; (v) bank account signature cards for each account of its required Affiliates that satisfy each Target Group Member; (vi) the requirements Required Consents; (vii) all corporate, minute and stock records of Section 1445 of the Codeeach Target Group Member; and (vviii) owner’s affidavits and indemnities Employment Agreements, each in the forms attached a form mutually satisfactory, entered into on or prior to the preliminary certifications date hereof by Target and reports on title for each parcel of the Adjacent Real Properties set forth individuals listed on Exhibit H-2 attached hereto Schedule 2.12(a)(viii). (b) the “Adjacent Real Property Preliminary Certifications and Reports” andapplicable Securityholder Documents, together with executed as appropriate, shall be delivered by each Holder of the ACE Real Property Preliminary Certifications and ReportsSafeguard Notes, the “Preliminary Certifications Safeguard Warrant, the Progress Warrant and Reports”)Target Preferred Stock, the members of the Management Group and the other directors of Target and other Persons specified by Acquiror. (c) At Acquiror shall deliver the Closing, Buyer shall deliverfollowing: (i) irrevocable instructions to ACE Hi, immediately available funds by wire its transfer agent to an account designated by ACE Hi (which account shall be designated deliver the Merger Consideration deliverable in writing to Buyer at least two (2) business days prior to respect of each Holder who has executed and delivered the Closing Date) in an amount equal to the ACE Closing Payment;applicable Securityholder Documents; and (ii) to AREHa certificate of Acquiror's Secretary, immediately available funds by wire transfer to an account designated by AREH (which account shall be designated in writing to Buyer at least two (2) business days prior form and substance satisfactory to the Closing Date) in an amount equal Holders and their counsel, regarding Acquiror's articles of incorporation, bylaws, good standing, all board resolutions relating to the AREH Closing PaymentTransactions contemplated by this Agreement and the incumbency of Acquiror's officers; and (iii) executed counterparts to each Sellerof the Transaction Documents to which Acquiror is a party. (d) Each member of the Management Group other than Robert F. Bernstock shall deliver an executed Non-Competition and ▇▇▇-▇▇▇▇▇▇▇▇▇▇▇▇ ▇greement in a mutually satisfactory form. (e) Target shall file with the Secretary of State of Delaware a duly executed and verified Certificate of Merger, the certificates as required by Section 10.3(a) the DGCL, and Section 10.3(b) the Parties shall 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 conditions hereof.

Closing Deliveries. Concurrently with the execution of this Amendment, the Borrowers shall: (a) At deliver (or caused to be delivered) with respect to Logistics Insight Corporation, S. de ▇.▇. de C.V., a limited liability company (sociedad de responsabilidad limitada) organized under the Closinglaws of Mexico (“LINC Mexico”), and Tigre Carga Equipos, S. de ▇.▇. de C.V., a limited liability company (sociedad de responsabilidad limitada) organized under the laws of Mexico (“Tigre Carga” and, together with LINC Mexico, collectively, the ACE Selling Parties shall deliver to Buyer:“New Guarantors” and, individually, each a “New Guarantor”): (i) a Guaranty of Payment, in form and substance satisfactory to the certificates, if any, representing the ACE Lo Equity Interests, either duly endorsed for transfer to Buyer or accompanied by appropriate duly executed limited liability interest powers or, if the ACE Lo Equity Interests are not certificated, one or more instruments of assignment in a form approved by Buyer conveying such ACE Lo Equity Interests to BuyerAdministrative Agent; (ii) the resignations or evidence of their removal from office of the persons named on Schedule III(a) as directors, officers and managers, as applicable, of ACE Lo and Brighton Park Maintenance Corp., effective as of the Closing Datea Mexican law governed Security Agreement, together with any supplemental disclosure schedules required amendments thereby for each New Guarantor, in each case form and substance satisfactory to the organizational documents of ACE Lo and Brighton Park Maintenance Corp. and filings with Governmental EntitiesAdministrative Agent; (iii) (A) a Mexican law governed Pledge Agreement from the certificates required equity holders of each New Guarantor with respect to the Pledged Securities of each New Guarantor, in form and substance satisfactory to the Administrative Agent, (B) the powers of attorney granted by Section 10.2(aeach of the equity holders of each New Guarantor regarding the Pledged Securities, and (C) and Section 10.2(b) hereofevidence that the pledge pursuant to each such Pledge Agreement has been duly registered in the members or shareholders registry of such New Guarantor; (iv) affidavits executed with respect to the property owned or leased by ACE Hi each New Guarantor, (A) the results of lien and other standard and appropriate searches in the applicable public registries in Mexico, satisfactory to the Administrative Agent, and (B) any terminations or other necessary satisfactions of its required Affiliates that satisfy the requirements of encumbrances and other filings previously filed by any Person and not expressly permitted pursuant to Section 1445 5.9 of the CodeCredit Agreement; (v) a good standing certificate (or comparable foreign equivalent) for each New Guarantor, issued within thirty (30) days of the date hereof by the appropriate Mexican Governmental Authority; (vi) an officer’s certificate (or comparable document) certifying the names of the officers of each New Guarantor authorized to sign the Loan Documents, together with the true signatures of such officers and certified copies of (1) the resolutions of the members or the board of directors (or appropriate governing body) of such New Guarantor evidencing approval of the execution, delivery and performance of the Loan Documents and the execution and performance of other Related Writings to which such New Guarantor is a party, and the consummation of the transactions contemplated thereby, and (2) the Organizational Documents of such New Guarantor, in each case of the foregoing in form and substance satisfactory to the Administrative Agent; (vii) an opinion of counsel for each New Guarantor, in form and substance reasonably satisfactory to the Administrative Agent; (viii) evidence of insurance on “insurance endorsement certificates” (or other applicable form acceptable to the Administrative Agent) with respect to the Mexican insurance policies, in each case satisfactory to Agent and the Lenders, of adequate personal property and liability insurance of LINC Mexico; and (vix) owners’ affidavits such other documents, information and indemnities in agreements as may be reasonably requested by the forms attached to the preliminary certification and report on title for each parcel of the ACE Real Properties set forth on Exhibit H-1 attached hereto (the “ACE Real Property Preliminary Certifications and Reports”)Administrative Agent. (b) At have provided to the Closing, AREH shall deliver to Buyer: Administrative Agent (i) the certificatesdocumentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including the PATRIOT Act, and (ii) if anyany Credit Party qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, representing a Beneficial Ownership Certification, in form and substance satisfactory to the AREH Subs Equity Interests, either duly endorsed for transfer to Buyer or accompanied by appropriate duly executed limited liability interest powers or, if the AREH Subs Equity Interests are not certificated, one or more instruments of assignment in a form approved by Buyer conveying such AREH Subs Equity Interests to BuyerAdministrative Agent; (iic) the resignations of the persons named on Schedule III(b) as directors, officers executed and managers, as applicable, of the Companies effective as of the Closing Date, together with any required amendments delivered to the organizational documents of Administrative Agent the Companies Second Amendment Fee Letter and filings with Governmental Entitiespaid to the Administrative Agent the fees stated therein; (iiid) cause each Guarantor of Payment to execute the certificates required by Section 10.2(a) attached Guarantor Acknowledgment and Section 10.2(b) hereof; (iv) affidavits executed by AREH and any of its required Affiliates that satisfy the requirements of Section 1445 of the CodeAgreement; and (ve) owner’s affidavits pay all legal fees and indemnities in the forms attached to the preliminary certifications and reports on title for each parcel expenses of the Adjacent Real Properties set forth on Exhibit H-2 attached hereto (the “Adjacent Real Property Preliminary Certifications Administrative Agent in connection with this Amendment and Reports” and, together with the ACE Real Property Preliminary Certifications and Reports, the “Preliminary Certifications and Reports”)any other Loan Documents. (c) At the Closing, Buyer shall deliver: (i) to ACE Hi, immediately available funds by wire transfer to an account designated by ACE Hi (which account shall be designated in writing to Buyer at least two (2) business days prior to the Closing Date) in an amount equal to the ACE Closing Payment; (ii) to AREH, immediately available funds by wire transfer to an account designated by AREH (which account shall be designated in writing to Buyer at least two (2) business days prior to the Closing Date) in an amount equal to the AREH Closing Payment; and (iii) to each Seller, the certificates required by Section 10.3(a) and Section 10.3(b) hereof.

Closing Deliveries. (a) At JV Corp shall have received at or prior to the ClosingClosing such documents, instruments or certificates as JV Corp may reasonably request in connection with the ACE Selling Parties shall deliver to Buyerconsummation of the Transactions, including, without limitation: (1) a fully-executed assignment, in form and substance reasonably satisfactory to JV Corp, effecting the transfer of the Interests to JV Corp; (2) certificates as to the legal existence and good standing of the Company and each Subsidiary, issued by such entities’ states of organization and each state where the Company or any Subsidiary is qualified to do business; (3) a certified copy of the Articles of Incorporation of FMB and all amendments and supplements thereto; (4) a copy of the Bylaws of FMB and all amendments and supplements thereto; (5) copies of all consents, approvals, licenses and other authorizations required to be obtained by FMB and the Company by this Agreement; (6) fully-executed employment agreements with J▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, S▇▇▇▇ ▇. ▇▇▇▇▇▇▇ and B▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, each in form and substance reasonably satisfactory to JV Corp and the employee; (7) a fully-executed real property lease for the Company’s offices at 3▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (the “New Lease”), in form and substance reasonably satisfactory to JV Corp; (8) the Escrow Agreement, executed by FMB, in form and substance reasonably satisfactory to JV Corp; (9) a stockholders agreement among JV Corp, FMB and Holdco with respect to the JV Corp Common Stock, which shall provide, among other things, for certain restrictions on the transfer of JV Corp Common Stock, and which may provide, among other things, for (i) the certificates, if any, representing the ACE Lo Equity Interests, either duly endorsed right for transfer Holdco or an Affiliate of Holdco to Buyer or accompanied by appropriate duly executed limited liability interest powers or, if the ACE Lo Equity Interests are not certificated, one or more instruments purchase all of assignment FMB’s shares of JV Corp Common Stock for fair value upon a Change in a form approved by Buyer conveying such ACE Lo Equity Interests to Buyer; Control of FMB and (ii) the resignations or evidence of their removal from office pledge of the persons named on Schedule III(a) as directors, officers and managers, as applicable, JV Corp Common Stock issued in the name of ACE Lo and Brighton Park Maintenance Corp., effective as FMB to secure any indemnity obligations of the Closing Date, together with any required amendments FMB pursuant to the organizational documents provisions of ACE Lo Article VI hereof in excess of (A) the Escrow Funds (less any amounts released to FMB) (the “Stockholders Agreement”) and Brighton Park Maintenance Corp. (B) the set off right described in the last paragraph of Section 6.4 of this Agreement, executed by FMB, in form and filings with Governmental Entitiessubstance reasonably satisfactory to JV Corp; (iii10) a transition services agreement allowing for the certificates required continuation and separation of computer systems and information technologies, and payroll services and benefits, the transfer of certain phone numbers from FMB to the Company, and certain other actions (the “Transition Services Agreement”) executed by Section 10.2(a) FMB, in form and Section 10.2(b) hereofsubstance reasonably satisfactory to JV Corp; (iv11) affidavits an agreement between the Company and First Mariner Bank with respect to the employment or engagement of, and the provision of mortgage origination services by, certain individuals specified therein, for a period of up to twelve (12) months, for consideration of $60,000.00 per month (the “Mortgage Services Agreement”) executed by ACE Hi First Mariner Bank, in form and substance reasonably satisfactory to JV Corp; (12) a trademark license agreement executed by FMB, in form and substance reasonably satisfactory to JV Corp, with respect to FMB’s marks “Mariner Finance” and “Mariner Finance and Design”, pursuant, respectively, to Trademark Registration Numbers 3,521,490 and 3,521,489, as more specifically described in such trademark license agreement (the “Trademark License Agreement”); (13) if necessary, executed assignments transferring all right, title and interest to any of its Intellectual Property owned or used by the Company or the Subsidiaries or other proprietary rights as required Affiliates that satisfy the requirements of Section 1445 of the Codeby this Agreement, in form and substance reasonably satisfactory to JV Corp; and (v14) owners’ affidavits and indemnities in the forms attached to the preliminary certification and report on title for each parcel a copy of the ACE Real Properties Tax Opinion (as defined in Section 4.2(i)); provided, however, that, in providing a copy of the Tax Opinion, FMB makes no express or implied representation or warranty to any Party with respect to any matter set forth on Exhibit H-1 attached hereto (the “ACE Real Property Preliminary Certifications and Reports”)therein. (b) At the Closing, AREH shall deliver to Buyer: (i) the certificates, if any, representing the AREH Subs Equity Interests, either duly endorsed for transfer to Buyer or accompanied by appropriate duly executed limited liability interest powers or, if the AREH Subs Equity Interests are not certificated, one or more instruments of assignment in a form approved by Buyer conveying such AREH Subs Equity Interests to Buyer; (ii) the resignations of the persons named on Schedule III(b) as directors, officers and managers, as applicable, of the Companies effective as of the Closing Date, together with any required amendments to the organizational documents of the Companies and filings with Governmental Entities; (iii) the certificates required by Section 10.2(a) and Section 10.2(b) hereof; (iv) affidavits executed by AREH and any of its required Affiliates that satisfy the requirements of Section 1445 of the Code; and (v) owner’s affidavits and indemnities in the forms attached to the preliminary certifications and reports on title for each parcel of the Adjacent Real Properties set forth on Exhibit H-2 attached hereto (the “Adjacent Real Property Preliminary Certifications and Reports” and, together with the ACE Real Property Preliminary Certifications and Reports, the “Preliminary Certifications and Reports”). (c) At the Closing, Buyer shall deliver: (i) to ACE Hi, immediately available funds by wire transfer to an account designated by ACE Hi (which account shall be designated in writing to Buyer at least two (2) business days prior to the Closing Date) in an amount equal to the ACE Closing Payment; (ii) to AREH, immediately available funds by wire transfer to an account designated by AREH (which account shall be designated in writing to Buyer at least two (2) business days prior to the Closing Date) in an amount equal to the AREH Closing Payment; and (iii) to each Seller, the certificates required by Section 10.3(a) and Section 10.3(b) hereof.

Closing Deliveries. Administrative Agent shall have received each of the following documents, instruments, and agreements, each of which shall be in form and substance and executed in such counterparts (if applicable) as shall be acceptable to Administrative Agent and each of which shall, unless otherwise indicated, be dated as of the First Amendment Effective Date: (a) At the Closing, the ACE Selling Parties shall deliver to Buyer: (i) the certificates, if any, representing the ACE Lo Equity Interests, either duly endorsed for transfer to Buyer or accompanied by appropriate counterparts hereof duly executed limited liability interest powers or, if by the ACE Lo Equity Interests Borrower and Consenting Lenders that are not certificated, one or more instruments of assignment in a form approved sufficient to constitute the Required Lenders and consent and agreement counterparts hereof duly executed by Buyer conveying such ACE Lo Equity Interests to Buyerthe other Loan Parties; (iib) counterparts of a pledge agreement duly executed by the resignations or evidence General Partner and the Administrative Agent (the “GP Cash Collateral Pledge Agreement”), which shall provide for a pledge by the General Partner of their removal from office all of its right, title and interest in the GP Cash Collateral Account (as defined below) and the funds deposited therein to the Administrative Agent for the benefit of the persons named on Schedule III(aSecured Parties as security for the Secured Obligations; (c) counterparts of a deposit account control agreement duly executed by the General Partner, the Administrative Agent and ▇▇▇▇▇ Fargo Bank, N.A. (the “GP Cash Collateral Control Agreement”), which shall, among other things, restrict the General Partner’s access to and establish the Administrative Agent’s “control” (as directorssuch term is defined in Section 9.104 of the Texas UCC (as defined in the Guaranty and Collateral Agreement)) of the GP Cash Collateral Account; (d) counterparts of an agreement duly executed by the General Partner and Southcross Energy LLC, officers a Delaware limited liability company (together with the General Partner as the owners of at least 58% of the issued and managersoutstanding Equity Interests in the Borrower, the “Equity Holders” and each individually, an “Equity Holder”), and the Administrative Agent (the “Equity Holder Agreement”), which shall require each Equity Holder to promptly deposit or cause to be deposited, as applicable, into the GP Cash Collateral Account any and all proceeds received by such Equity Holder (or received by any transfer agent holding Equity Interests on behalf of ACE Lo and Brighton Park Maintenance Corp., effective as such Equity Holder) in respect of the Closing Datequarterly cash dividends of Available Cash to be declared and paid by the Borrower for the fiscal quarter ending March 31, together with any required amendments to the organizational documents of ACE Lo and Brighton Park Maintenance Corp. and filings with Governmental Entities2013; (iiie) an opinion of Gardere ▇▇▇▇▇ ▇▇▇▇▇▇ LLP, as special counsel to the certificates required by Section 10.2(a) Loan Parties and Section 10.2(b) hereof; (iv) affidavits executed by ACE Hi and any of its required Affiliates that satisfy the requirements of Section 1445 of General Partner, favorably opining as to such matters as the CodeAdministrative Agent may reasonably request; and (vf) owners’ affidavits such other documents, instruments and indemnities in certificates as the forms attached Administrative Agent or its counsel may reasonably request relating to the preliminary certification foregoing, the organization, existence and report on title for each parcel good standing of the ACE Real Properties set forth on Exhibit H-1 attached hereto (the “ACE Real Property Preliminary Certifications General Partner and Reports”). (b) At the Closing, AREH shall deliver to Buyer: (i) the certificates, if any, representing the AREH Subs Equity Interests, either duly endorsed for transfer to Buyer or accompanied by appropriate duly executed limited liability interest powers or, if the AREH Subs Equity Interests are not certificated, one or more instruments of assignment in a form approved by Buyer conveying such AREH Subs Equity Interests to Buyer; (ii) the resignations each of the persons named on Schedule III(b) as directorsLoan Parties, officers the authorization of this First Amendment and managersthe transactions contemplated hereby, as applicable, of the Companies effective as of the Closing Date, together with and any required amendments other legal matters relating to the organizational documents of the Companies and filings with Governmental Entities; (iii) the certificates required by Section 10.2(a) and Section 10.2(b) hereof; (iv) affidavits executed by AREH and any of its required Affiliates that satisfy the requirements of Section 1445 of the Code; and (v) owner’s affidavits and indemnities in the forms attached to the preliminary certifications and reports on title for each parcel of the Adjacent Real Properties set forth on Exhibit H-2 attached hereto (the “Adjacent Real Property Preliminary Certifications and Reports” and, together with the ACE Real Property Preliminary Certifications and ReportsGeneral Partner, the “Preliminary Certifications Loan Parties and Reports”)this First Amendment. (c) At the Closing, Buyer shall deliver: (i) to ACE Hi, immediately available funds by wire transfer to an account designated by ACE Hi (which account shall be designated in writing to Buyer at least two (2) business days prior to the Closing Date) in an amount equal to the ACE Closing Payment; (ii) to AREH, immediately available funds by wire transfer to an account designated by AREH (which account shall be designated in writing to Buyer at least two (2) business days prior to the Closing Date) in an amount equal to the AREH Closing Payment; and (iii) to each Seller, the certificates required by Section 10.3(a) and Section 10.3(b) hereof.

Closing Deliveries. The parties shall take such actions and execute such documents as are required to complete the transactions contemplated by this Agreement at the Closing, including those set forth below: TUCOWS’ Closing Deliveries. On or before the Closing Date, TUCOWS shall deliver or cause to be delivered to HOSTOPIA the following: (a) At the Closinga certificate of good standing or similar certificate with respect to TUCOWS, the ACE Selling Parties shall deliver to Buyer: (i) the certificates, if any, representing the ACE Lo Equity Interests, either duly endorsed for transfer to Buyer or accompanied by appropriate duly executed limited liability interest powers or, if the ACE Lo Equity Interests are not certificated, one or more instruments of assignment in a form approved by Buyer conveying such ACE Lo Equity Interests to Buyer; (ii) the resignations or evidence of their removal from office of the persons named on Schedule III(a) as directors, officers and managers, as applicable, of ACE Lo and Brighton Park Maintenance Corp., effective dated as of the Closing Date, together with any required amendments such certificate to be issued by the organizational documents Province of ACE Lo and Brighton Park Maintenance Corp. and filings with Governmental EntitiesNova Scotia, which certificate shall indicate that TUCOWS is in good standing; (iiib) a general conveyance and assumption of liabilities agreement substantially in the certificates form of Schedule F duly executed by TUCOWS, together with such other bills of sale or instruments of conveyance, assignment or transfer as may be reasonably required by Section 10.2(a) and Section 10.2(b) hereofHOSTOPIA, including assignment of the End-User Agreements in form acceptable to HOSTOPIA; (ivc) affidavits consents to the assignment of any contract under which consent is required executed by ACE Hi and any of its all persons whose consent is required Affiliates that satisfy the requirements of Section 1445 in form acceptable to HOSTOPIA; (d) a certificate of the CodePresident or other senior officer of TUCOWS dated as of the Closing Date in the form of Schedule G; (e) a certificate of the Secretary or other officer of TUCOWS in the form of Schedule H; (f) the shared hosting marketing agreement (the “Shared Hosting Marketing Agreement”) duly executed by TUCOWS attached hereto as Schedule I. (g) the trade-▇▇▇▇ license agreement (“Trade-▇▇▇▇ License Agreement”) duly executed by TUCOWS attached hereto as Schedule J; (h) the license agreement relating to Net Identity Services (“Net Identity License Agreement”) attached hereto as Schedule K. (i) good and marketable title to and exclusive possession of the Purchased Assets, free and clear of any and all Encumbrances; and (vj) owners’ affidavits all deeds of conveyance, bills of sale, assurances, transfers, assignments, consents, and indemnities in the forms attached to the preliminary certification such other agreements, documents and report on title for each parcel of the ACE Real Properties set forth on Exhibit H-1 attached hereto (the “ACE Real Property Preliminary Certifications and Reports”). (b) At the Closing, AREH shall deliver to Buyer: (i) the certificates, if any, representing the AREH Subs Equity Interests, either duly endorsed for transfer to Buyer or accompanied by appropriate duly executed limited liability interest powers or, if the AREH Subs Equity Interests are not certificated, one or more instruments of assignment in a form approved by Buyer conveying such AREH Subs Equity Interests to Buyer; (ii) the resignations of the persons named on Schedule III(b) as directors, officers and managers, as applicable, of the Companies effective as of the Closing Date, together with any required amendments to the organizational documents of the Companies and filings with Governmental Entities; (iii) the certificates may be reasonably required by Section 10.2(a) and Section 10.2(b) hereof; (iv) affidavits executed by AREH and any of its required Affiliates that satisfy HOSTOPIA to complete the requirements of Section 1445 of the Code; and (v) owner’s affidavits and indemnities transactions provided for in the forms attached to the preliminary certifications and reports on title for each parcel of the Adjacent Real Properties set forth on Exhibit H-2 attached hereto (the “Adjacent Real Property Preliminary Certifications and Reports” and, together with the ACE Real Property Preliminary Certifications and Reports, the “Preliminary Certifications and Reports”)this Agreement. (c) At the Closing, Buyer shall deliver: (i) to ACE Hi, immediately available funds by wire transfer to an account designated by ACE Hi (which account shall be designated in writing to Buyer at least two (2) business days prior to the Closing Date) in an amount equal to the ACE Closing Payment; (ii) to AREH, immediately available funds by wire transfer to an account designated by AREH (which account shall be designated in writing to Buyer at least two (2) business days prior to the Closing Date) in an amount equal to the AREH Closing Payment; and (iii) to each Seller, the certificates required by Section 10.3(a) and Section 10.3(b) hereof.

Closing Deliveries. (a) At the Closing, TDI shall have delivered or caused to be delivered to The Fashion House and the ACE Selling Parties shall deliver to BuyerFashion House Shareholders the following: (i) resolutions duly adopted by the certificatesBoard of Directors of TDI authorizing and approving the Reverse Share Exchange and the execution, if any, representing the ACE Lo Equity Interests, either duly endorsed for transfer to Buyer or accompanied by appropriate duly executed limited liability interest powers or, if the ACE Lo Equity Interests are not certificated, one or more instruments delivery and performance of assignment in a form approved by Buyer conveying such ACE Lo Equity Interests to Buyerthis Agreement; (ii) a certificate of good standing for TDI from the resignations or evidence Secretary of their removal from office State of the persons named on Schedule III(a) as directorsState of Colorado, officers and managers, as applicable, of ACE Lo and Brighton Park Maintenance Corp., effective as of dated not earlier than five days prior to the Closing Date, together with any required amendments to the organizational documents Date (or such other period of ACE Lo and Brighton Park Maintenance Corp. and filings with Governmental Entitiestime as The Fashion House may accept); (iii) written resignations of all officers and directors of TDI in office immediately prior to the certificates required by Section 10.2(a) Closing, and Section 10.2(b) hereof;board resolutions electing the following individuals to the positions with TDI and each Subsidiary listed opposite their names below: John Hanna Chairman of t▇▇ ▇▇▇▇▇; President and CEO Christopher Wyatt Director Joseph McCann Director Eric Richardson Director Steven W. Trager Director Ronald Wittman Treasurer, Ch▇▇▇ ▇▇▇▇▇▇▇▇▇ Officer and Secretary (iv) affidavits a file stamped copy of an amendment to the Articles of Incorporation confirming implementation of the Reverse Split and changing of the corporate name to The Fashion House Holdings, Inc., or such other name as determined by The Fashion House, subject only to the administrative delay necessitated by notice requirements under Rule 10b-7 and the Nasdaq OTC coordinator; (v) irrevocable instructions to the Transfer Agent authorizing and directing the issuance of a certificate for and in the name of each Fashion House Shareholder representing the number of TDI Shares set forth opposite such Fashion House Shareholder's name on Schedule I attached hereto; (vi) this Agreement duly executed by ACE Hi TDI; (vii) all corporate records, agreements, seals and any other information reasonably requested by The Fashion House's representatives with respect to TDI, to the extent that TDI possesses such materials; (viii) proof of its required Affiliates that satisfy the requirements of Section 1445 filing of the CodeForm 10-QSB for the quarter ended June 30, 2005, with content reasonably acceptable to The Fashion House; (ix) a duly signed Officer's Certificate and Secretary's Certificate in a form acceptable to The Fashion House; (x) a legal opinion of counsel for TDI in a form acceptable to The Fashion House; (xi) confirmation that all loans and other monetary obligations listed on Schedule 4.19 have either been waived or will be paid in full out of the proceeds of the $325,000 delivered at closing; and (vxii) owners’ affidavits and indemnities such other documents as The Fashion House and/or the Fashion House Shareholders may reasonably request in connection with the forms attached transactions contemplated hereby, to the preliminary certification and report on title for each parcel of the ACE Real Properties set forth on Exhibit H-1 attached hereto (the “ACE Real Property Preliminary Certifications and Reports”)extent that TDI possesses such materials. (b) At the Closing, AREH shall deliver to Buyer: (i) the certificates, if any, representing the AREH Subs Equity Interests, either duly endorsed for transfer to Buyer or accompanied by appropriate duly executed limited liability interest powers or, if the AREH Subs Equity Interests are not certificated, one or more instruments of assignment in a form approved by Buyer conveying such AREH Subs Equity Interests to Buyer; (ii) the resignations of the persons named on Schedule III(b) as directors, officers and managers, as applicable, of the Companies effective as of the Closing Date, together with any required amendments to the organizational documents of the Companies and filings with Governmental Entities; (iii) the certificates required by Section 10.2(a) and Section 10.2(b) hereof; (iv) affidavits executed by AREH and any of its required Affiliates that satisfy the requirements of Section 1445 of the Code; and (v) owner’s affidavits and indemnities in the forms attached to the preliminary certifications and reports on title for each parcel of the Adjacent Real Properties set forth on Exhibit H-2 attached hereto (the “Adjacent Real Property Preliminary Certifications and Reports” and, together with the ACE Real Property Preliminary Certifications and Reports, the “Preliminary Certifications and Reports”). (c) At the Closing, Buyer shall deliver: (i) to ACE Hi, immediately available funds by wire transfer to an account designated by ACE Hi (which account shall be designated in writing to Buyer at least two (2) business days prior to the Closing Date) in an amount equal to the ACE Closing Payment; (ii) to AREH, immediately available funds by wire transfer to an account designated by AREH (which account shall be designated in writing to Buyer at least two (2) business days prior to the Closing Date) in an amount equal to the AREH Closing Payment; and (iii) to each Seller, the certificates required by Section 10.3(a) and Section 10.3(b) hereof.

Closing Deliveries. (a) At Administrative Agent shall have received each of the Closingfollowing documents, instruments and agreements, each of which shall be in form and substance and executed in such counterparts as shall be acceptable to Administrative Agent and Required Banks and each of which shall, unless otherwise indicated, be dated the ACE Selling Parties shall deliver to BuyerClosing Date: (i) a Note payable to the certificatesorder of each Bank in the amount of such Bank's Commitment, if any, representing the ACE Lo Equity Interests, either duly endorsed for transfer to Buyer or accompanied by appropriate duly executed limited liability interest powers or, if the ACE Lo Equity Interests are not certificated, one or more instruments of assignment in a form approved by Buyer conveying such ACE Lo Equity Interests to BuyerBorrower; (ii) the resignations or evidence of their removal from office of the persons named on Schedule III(a) as directors, officers and managers, as applicable, of ACE Lo and Brighton Park Maintenance Corp., effective as of the Closing Date, together with any required amendments to the organizational documents of ACE Lo and Brighton Park Maintenance Corp. and filings with Governmental Entitiesa Restricted Subsidiary Guarantee duly executed by SWAT; (iii) a Restricted Subsidiary Pledge Agreement duly executed by Borrower together with (A) certificates evidencing one hundred percent of the issued and outstanding capital stock of SWAT of every class (all certificates required delivered pursuant to this SECTION 6.1(A)(III) shall be duly endorsed or accompanied by Section 10.2(aduly executed blank stock powers), and (B) and Section 10.2(b) hereofsuch financing statements executed by Borrower as Administrative Agent shall request to perfect the Liens granted pursuant to such Pledge Agreement; (iv) affidavits a Certificate of Ownership Interests substantially in the form of EXHIBIT H, duly executed and delivered by ACE Hi and any an Authorized Officer of its required Affiliates that satisfy the requirements of Section 1445 of the Code; andBorrower; (v) owners’ affidavits an opinion of ▇▇▇▇▇ ▇▇▇▇▇▇, Vice President and indemnities in the forms attached Corporate Counsel for Borrower, favorably opining as to the preliminary certification and report on title for each parcel of the ACE Real Properties set forth on Exhibit H-1 attached hereto (the “ACE Real Property Preliminary Certifications and Reports”). (b) At the Closing, AREH shall deliver to Buyer: (i) the certificates, if any, representing the AREH Subs Equity Interests, either duly endorsed for transfer to Buyer such matters as Administrative Agent or accompanied by appropriate duly executed limited liability interest powers or, if the AREH Subs Equity Interests are not certificated, one or more instruments of assignment in a form approved by Buyer conveying such AREH Subs Equity Interests to BuyerRequired Banks may request; (iivi) the resignations an opinion of the persons named on Schedule III(b) as directorsGardere & ▇▇▇▇▇, officers L.L.P., special counsel to Administrative Agent, in form and managers, as applicable, of the Companies effective as of the Closing Date, together with any required amendments substance satisfactory to the organizational documents of the Companies and filings with Governmental EntitiesAdministrative Agent; (iiivii) a Certificate executed by an Authorized Officer of Borrower stating that (A) the certificates required by Section 10.2(arepresentations and warranties of Borrower contained in this Agreement and the other Loan Papers are true and correct in all respects, (B) no Default or Event of Default has occurred which is continuing, and Section 10.2(b(C) hereof; (iv) affidavits executed by AREH and any of its required Affiliates that satisfy the requirements of Section 1445 of the Code; and (v) owner’s affidavits and indemnities in the forms attached to the preliminary certifications and reports on title for each parcel of the Adjacent Real Properties all conditions set forth on Exhibit H-2 attached hereto (the “Adjacent Real Property Preliminary Certifications in this SECTION 6.1 and Reports” and, together with the ACE Real Property Preliminary Certifications and Reports, the “Preliminary Certifications and Reports”). (c) At the Closing, Buyer shall deliver: (i) to ACE Hi, immediately available funds by wire transfer to an account designated by ACE Hi (which account shall be designated in writing to Buyer at least two (2) business days prior to the Closing Date) in an amount equal to the ACE Closing Payment; (ii) to AREH, immediately available funds by wire transfer to an account designated by AREH (which account shall be designated in writing to Buyer at least two (2) business days prior to the Closing Date) in an amount equal to the AREH Closing Payment; and (iii) to each Seller, the certificates required by Section 10.3(a) and Section 10.3(b) hereof.SECTION

Closing Deliveries. (a) At the Closing, Pubco and the ACE Selling Parties Representative Stockholder shall deliver have delivered or caused to Buyerbe delivered to BBC and the BBC Shareholders the following: (i) the certificates, if any, representing the ACE Lo Equity Interests, either duly endorsed for transfer to Buyer or accompanied by appropriate this Agreement duly executed limited liability interest powers or, if by Pubco and the ACE Lo Equity Interests are not certificated, one or more instruments of assignment in a form approved by Buyer conveying such ACE Lo Equity Interests to BuyerRepresentative Stockholder; (ii) the letters of resignation from Pubco’s sole officer and director, with such resignations or evidence of their removal from office as to all of the persons named offices he currently holds with Pubco to be effective on Schedule III(athe Closing Date, and confirming that such officer or director has no claim against Pubco in respect of any outstanding remuneration or fees of whatever nature as of the Closing; (iii) as directors, officers and managersresolutions duly adopted by the Board of Directors of Pubco approving the following events or actions, as applicable: a. the execution, delivery and performance of ACE Lo this Agreement; b. the Acquisition and Brighton Park Maintenance Corp.the terms thereof; c. adoption of bylaws in the form agreed by the parties; d. fixing the number of authorized directors on the board of directors at a minimum of one director and a maximum of five directors; e. the appointment of M▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ as Chairman of the Board of Directors, and the appointment of additional directors as may be appointed by the Board of Directors from time to time at its sole discretion following the Closing; and f. the appointment of the following persons as officers of Pubco, effective on the Closing Date, with the titles set forth opposite his or her name (the “BBC Officers”): M▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Chief Executive Officer, President, Secretary, Chairman of the Board and Interim Chief Financial Officer (iv) certified articles of incorporation and a certificate of good standing for Pubco from its jurisdiction of incorporation, dated not earlier than five (5) days prior to the Closing Date; (v) an instruction letter signed by the President of Pubco addressed to Pubco’s transfer agent of record, in a form reasonably acceptable to BBC and consistent with the terms of this Agreement, instructing the transfer agent to issue stock certificates representing the Pubco Shares to be delivered pursuant to this Agreement registered in the names of the BBC Shareholders as set forth in Annex I and to cancel the shares held by the Representative Stockholder as set forth in Annex II; (vi) the Separation Agreement duly executed by Pubco and the Representative Stockholder, and all exhibits thereto, evidencing the Representative Stockholder’s resignation from all officer and director positions with Pubco and the cancellation of an aggregate of 100,000,000 shares of Pubco Common Stock owned by him in consideration for $175,000; (vii) A certificate of Standard Registrar and Transfer Co., Inc., Pubco’s transfer agent and registrar, certifying as of the business day prior to the Acquisition and before taking into consideration the cancellation of Pubco Common Stock as indicated in Section 7.l(a)(vii) hereof, 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; (viii) a certificate of the Secretary of Pubco, dated as of the Closing Date, together with any required amendments certifying as to the organizational documents of ACE Lo and Brighton Park Maintenance Corp. and filings with Governmental Entities; (iii) the certificates required by Section 10.2(a) and Section 10.2(b) hereof; (iv) affidavits executed by ACE Hi and any of its required Affiliates that satisfy the requirements of Section 1445 of the Code; and (v) owners’ affidavits and indemnities in the forms attached to the preliminary certification and report on title for each parcel of the ACE Real Properties set forth on Exhibit H-1 attached hereto (the “ACE Real Property Preliminary Certifications and Reports”). (b) At the Closing, AREH shall deliver to Buyer: (i) the certificatesincumbency of officers of Pubco executing this Agreement and all exhibits and schedules hereto and all other documents, if anyinstruments and writings required pursuant to this Agreement (the “Transaction Documents”), representing the AREH Subs Equity Interests, either duly endorsed for transfer to Buyer or accompanied by appropriate duly executed limited liability interest powers or, if the AREH Subs Equity Interests are not certificated, one or more instruments of assignment in a form approved by Buyer conveying such AREH Subs Equity Interests to Buyer; (ii) the resignations a copy of the persons named on Schedule III(b) as directors, officers Articles of Incorporation and managersBy-Laws of Pubco, as applicable, of the Companies effective in effect on and as of the Closing Date, together with any required amendments to the organizational documents and (iii) a copy of the Companies resolutions of the Board of Directors of Pubco authorizing and filings approving Pubco’s execution, delivery and performance of the Transaction Documents, all matters in connection with Governmental Entitiesthe Transaction Documents, and the transactions contemplated thereby; (iiiix) a duly executed share cancellation agreement, and all exhibits thereto, by and between Pubco and G▇▇▇ Stockport together with the stock certificates required by Section 10.2(a) evidencing his shares, a notarized stock power and Section 10.2(b) hereofan instruction letter authorizing the cancellation of his shares addressed to Pubco’s transfer agent of record; (ivx) affidavits executed by AREH all corporate records, board minutes and resolutions, tax and financial records, agreements, seals and any of its required Affiliates that satisfy the requirements of Section 1445 of the Codeother information or documents reasonably requested by BBC’s representatives with respect to Pubco; and (vxi) owner’s affidavits and indemnities such other documents as BBC and/or the BBC Shareholders may reasonably request in the forms attached to the preliminary certifications and reports on title for each parcel of the Adjacent Real Properties set forth on Exhibit H-2 attached hereto (the “Adjacent Real Property Preliminary Certifications and Reports” and, together connection with the ACE Real Property Preliminary Certifications and Reports, the “Preliminary Certifications and Reports”)transactions contemplated hereby. (c) At the Closing, Buyer shall deliver: (i) to ACE Hi, immediately available funds by wire transfer to an account designated by ACE Hi (which account shall be designated in writing to Buyer at least two (2) business days prior to the Closing Date) in an amount equal to the ACE Closing Payment; (ii) to AREH, immediately available funds by wire transfer to an account designated by AREH (which account shall be designated in writing to Buyer at least two (2) business days prior to the Closing Date) in an amount equal to the AREH Closing Payment; and (iii) to each Seller, the certificates required by Section 10.3(a) and Section 10.3(b) hereof.

Closing Deliveries. (a) At or prior to the Closing, Seller (or other Seller Party as applicable) has delivered or caused to be delivered to Buyer the ACE Selling Parties shall deliver to Buyerfollowing: (i) this Agreement executed by ▇▇▇▇▇▇ and the certificatesOwners; (ii) an Escrow Agreement by and among Buyer, Seller and the Escrow Agent (the “Escrow Agreement”), executed by Seller; (iii) a bill of sale, assignment and assumption agreement in form and substance acceptable to Buyer (the “Assignment and Assumption Agreement”) and executed by Seller, effecting the assignment to and assumption by Buyer of the Assets and the Assumed Liabilities; (iv) Domain Name Assignment Agreements in form and substance acceptable to Buyer executed by (A) Seller and the applicable Owner (the “Pre-Closing Domain Name Assignment”) and (B) Seller (the “Closing Domain Name Assignment”); (v) Payoff Letters from any Person holding Indebtedness of Seller, any other lienholders holding Encumbrances on the Assets and any Person to whom Seller owes any Selling Expenses; (vi) delivery of all UCC-3 termination statements and all other documents and instruments necessary, if any, representing to release and discharge all Encumbrances on the ACE Lo Equity InterestsAssets; (vii) certificates of good standing or equivalent, either duly endorsed for transfer issued by the Secretary of State of the State of Ohio and each other jurisdiction set forth on Schedule 3.1 and dated no more than ten (10) days prior to the Closing Date, reflecting, with respect to the State of Ohio, that Seller is validly existing and, with respect to the State of Ohio and each such other jurisdiction, that Seller is authorized to transact business in such jurisdiction; (viii) a certificate from an officer of Seller certifying the Organizational Documents of Seller, the resolutions of the Owners and governing authority of Seller authorizing the Transactions, and the incumbency and signatures of the officers of Seller executing this Agreement and the other Transaction Documents executed by Seller in connection herewith; (ix) a transition services agreement in form and substance acceptable to Buyer, executed by Seller (the “TSA”); (x) written evidence satisfactory to Buyer or accompanied by appropriate duly executed limited liability interest powers orof all consents required to be obtained from certain third parties in connection with the Transactions; (xi) certificates of title to all Seller-owned Motor Vehicles and such other instruments and documents that are necessary to transfer the Motor Vehicles, if the ACE Lo Equity Interests are not certificated, one or more instruments of assignment in a form approved by Buyer conveying such ACE Lo Equity Interests and substance acceptable to Buyer; (iixii) the resignations or evidence a certificate from Seller certifying under penalty of their removal from office perjury and satisfying each of the persons named on Schedule III(arequirements of United States Treasury Regulations Section 1.1445-2(b)(2) stating that Seller (or its applicable beneficial owners) is not a “foreign person” as directorsdefined in Section 1445(f)(3) of the Code (each, officers a “FIRPTA Certificate”); (xiii) real property leases (or assignments thereof) for each location of Seller in form and managerssubstance acceptable to Buyer and executed by each applicable lessor (and Seller, as applicable, of ACE Lo and Brighton Park Maintenance Corp., effective as of the Closing Date, together with any required amendments to the organizational documents of ACE Lo and Brighton Park Maintenance Corp. and filings with Governmental Entities); (iiixiv) the certificates required by Section 10.2(a) binder and Section 10.2(b) hereof; (iv) affidavits executed by ACE Hi and any certificate of its required Affiliates that satisfy insurance with respect to the requirements of Section 1445 of the CodeContinuum Policy; and (vxv) owners’ affidavits such other documents, certificates and indemnities in instruments reasonably necessary to consummate the forms attached to the preliminary certification and report on title for each parcel of the ACE Real Properties set forth on Exhibit H-1 attached hereto (the “ACE Real Property Preliminary Certifications and Reports”)Transactions. (b) At the Closing, AREH shall deliver Buyer has delivered or caused to Buyerbe delivered to Seller or, in the case of the delivery in Section 1.6(b)(iii) to the Escrow Agent, the following: (i) the certificates, if any, representing the AREH Subs Equity Interests, either duly endorsed for transfer to Buyer or accompanied by appropriate duly executed limited liability interest powers or, if the AREH Subs Equity Interests are not certificated, one or more instruments of assignment in a form approved by Buyer conveying such AREH Subs Equity Interests to BuyerClosing Cash Payment; (ii) the resignations of the persons named on Schedule III(b) as directors, officers and managers, as applicable, of the Companies effective as of the Closing Date, together with any required amendments to the organizational documents of the Companies and filings with Governmental EntitiesPayoff Amounts; (iii) the certificates required by Section 10.2(a) and Section 10.2(b) hereofEscrow Amount; (iv) affidavits this Agreement executed by AREH and any of its required Affiliates that satisfy the requirements of Section 1445 of the Code; and▇▇▇▇▇; (v) owner’s affidavits the Escrow Agreement executed by ▇▇▇▇▇; (vi) the Assignment and indemnities in Assumption Agreement executed by ▇▇▇▇▇; (vii) the forms attached to Closing Domain Name Assignment executed by ▇▇▇▇▇; (viii) the preliminary certifications and reports on title for each parcel TSA executed by ▇▇▇▇▇; (ix) the real property leases (or assignments thereof) delivered under Section 1.6(a)(xiii) executed by ▇▇▇▇▇; (x) certificate of good standing or equivalent, issued by the Secretary of State of the Adjacent Real Properties set forth on Exhibit H-2 attached hereto State of Ohio and dated no more than ten (the “Adjacent Real Property Preliminary Certifications and Reports” and, together with the ACE Real Property Preliminary Certifications and Reports, the “Preliminary Certifications and Reports”). (c10) At the Closing, Buyer shall deliver: (i) to ACE Hi, immediately available funds by wire transfer to an account designated by ACE Hi (which account shall be designated in writing to Buyer at least two (2) business days prior to the Closing Date) in an amount equal , reflecting, with respect to the ACE Closing PaymentState of Ohio, that Buyer is validly existing and authorized to transact business in such jurisdiction; (iixi) to AREHa certificate from an officer of Buyer certifying the resolutions of the governing authority of Buyer authorizing the Transactions, immediately available funds and the incumbency and signatures of the officers of Buyer executing this Agreement and the other Transaction Documents executed by wire transfer to an account designated by AREH (which account shall be designated ▇▇▇▇▇ in writing to Buyer at least two (2) business days prior to the Closing Date) in an amount equal to the AREH Closing Paymentconnection herewith; and (iiixii) such other documents, certificates and instruments reasonably necessary to each Seller, consummate the certificates required by Section 10.3(a) and Section 10.3(b) hereofTransactions.