Common use of Closing Deliveries Clause in Contracts

Closing Deliveries. (a) At the Closing, the Purchaser shall deliver, or cause to be delivered, to the Seller (or one or more Seller Entities designated by the Seller) the following: (i) payment, by wire transfer(s) to one or more bank accounts designated in writing by the Seller (such designation to be made by the Seller at least five (5) Business Days prior to the Closing Date), in immediately available Dollars an amount equal to either (A) if the Estimated Adjustment Amount is zero or positive, the sum of the Base Purchase Price plus the Estimated Adjustment Amount, or (B) if the Estimated Adjustment Amount is negative, the Base Purchase Price minus the absolute value of the Estimated Adjustment Amount (the amount set forth in clause (A) or (B) as applicable, the “Closing Purchase Price”); (ii) the certificates to be delivered pursuant to Section 6.03; (iii) a counterpart of the Transition Services Agreement attached as Exhibit A hereto (the “Transition Services Agreement”), duly executed by Parent and the Purchaser; (iv) a counterpart of the General Assignments and Bills of Sale for the Purchased Assets, by and between the Seller and the Purchaser, attached as Exhibit B hereto (the “General Assignment and ▇▇▇▇ of Sale”), duly executed by Parent and the Purchaser, and with respect to jurisdictions outside the United States in which the Purchased Assets, Assumed Liabilities, Excluded Assets or Retained Liabilities are located, such bills of sale, stock powers, certificates of title, deeds, assignments and other agreements or instruments of transfer (in a form that is consistent with the terms and conditions of this Agreement, and otherwise customary in such jurisdictions) as and to the extent necessary to effect the transfer of the Purchased Assets or Excluded Assets or the assumption of the Assumed Liabilities or Retained Liabilities pursuant to this Agreement (the “Foreign Closing Documents”), in each case duly executed by Parent and the Purchaser, to the extent applicable; (v) a counterpart of the Cincinnati Lease, attached as Exhibit C hereto, evidencing the five (5)-year lease to the Purchaser of certain office space in Cincinnati, Ohio (the “Cincinnati Lease”), duly executed by Parent and the Purchaser; (vi) a counterpart of the Orlando Sublease attached as Exhibit D hereto, evidencing the five (5)-year sublease to the Purchaser of certain office space in Orlando, Florida (the “Orlando Sublease”), duly executed by Parent and the Purchaser; (vii) a counterpart of the Master Commercial Agreement attached as Exhibit E hereto, pursuant to which certain Seller Entities will provide to the IM Business Entities certain commercial services for a period of two (2) years (the “Master Commercial Agreement”), duly executed by the Purchaser and each Affiliate of the Purchaser named as a party thereto; (viii) a counterpart of the Intellectual Property Cross-License Agreement attached as Exhibit F hereto (the “IP License Agreement”), duly executed by Parent and the Purchaser; and (ix) a counterpart of the side letter regarding certain acknowledgments and reporting obligations attached as Exhibit G hereto (the “Reporting Letter”), duly excuted by Parent and the Purchaser. (b) At the Closing, the Seller shall deliver, or cause to be delivered, to the Purchaser the following: (i) certificates evidencing the Purchased Shares to the extent that the Purchased Shares are in certificate form (and if not in certificate form, such other appropriate instruments of transfer), duly endorsed in blank or with stock powers duly executed in proper form for transfer, and (without prejudice to Section 5.02(d)) with any required stock transfer stamps affixed thereto, in each case duly executed by the Seller or other Seller Entity, as applicable; (ii) a counterpart of the General Assignment and ▇▇▇▇ of Sale duly executed by the Seller and the Foreign Closing Documents, in each case duly executed by the Seller or other Seller Entity, to the extent applicable; (iii) the certificates to be delivered pursuant to Section 6.02; (iv) a counterpart of the Transition Services Agreement duly executed by each Seller Entity named as a party thereto; (v) a counterpart of the Cincinnati Lease, duly executed by each Seller Entity named as a party thereto; (vi) a counterpart of the Orlando Sublease, duly executed by each Seller Entity named as a party thereto; (vii) a counterpart of the Master Commercial Agreement, duly executed by each Seller Entity named as a party thereto; (viii) a counterpart of the IP License Agreement, duly executed by the Seller; (ix) a counterpart of the Side Letter, duly executed by the Seller; (x) resignations or instruments effecting the removal, effective as of the Closing, of the directors and officers of IM Business Entities identified by the Purchaser within fifteen (15) Business Days following the date hereof from such directorships or offices; and (xi) Seller shall deliver to the Purchaser the deliverables set forth in Section 6.01(e)of this Agreement.

Closing Deliveries. In addition to any other documents to be delivered or other conditions to be satisfied or obligations to be performed under other provisions of this Agreement, at or prior to Closing: (a) At Each Seller shall have delivered or otherwise provided (or caused to have been delivered or otherwise provided) to Buyer Representative, together with, if and to the extent applicable, funds sufficient to pay all Taxes necessary for the transfer, filing or recording thereof: (1) a ▇▇▇▇ of Sale for the (a) TW Assets sold to Fox, (b) Inventory Assets sold to CA Buyer and (c) balance of the Acquired Assets sold to CA Buyer and US Buyer and (2) an Assignment and Assumption Agreement for the Assumed Liabilities in form and substance reasonably satisfactory to Sellers and Buyer Representative (collectively, the “▇▇▇▇ of Sale and Assignment and Assumption Agreements”), duly executed by each applicable Seller; (ii) assignments of all Intellectual Property Rights and Licensed Rights, if any, together with the Perpetual Non-US IP License and One-Year Non-US IP License, and separate assignments of all registered Intellectual Property Rights, if any, in form and substance satisfactory to Buyer Representative, duly executed by CA Seller; (iii) for each interest in the Leased Real Property, an assignment and assumption of lease or such other appropriate document or instrument of transfer, as the case may require, each in form and substance satisfactory to Buyer Representative and its legal counsel and executed by such Seller; (iv) such other deeds, bills of sale, assignments, certificates of title, documents and other instruments of transfer and conveyance as may reasonably be requested by Buyer Representative, each in form and substance satisfactory to Buyer Representative and its legal counsel and executed by such Seller; (v) an employment agreement executed by each of ▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇▇ in form and substance reasonably satisfactory to Sellers and Buyer Representative (the “Employment Agreements”); (vi) a customary pay-off letter or letters for all Indebtedness secured by any Encumbrance on the Acquired Assets, evidencing the total pay-off amount thereof (the “Loan Payoff Amount”) and indicating the release, upon payment of the Loan Payoff Amount, of all such Encumbrances and otherwise in form and substance reasonably satisfactory to Buyer Representative and its legal counsel; (vii) an escrow agreement in in form and substance reasonably satisfactory to Sellers and Buyer Representative (the “Escrow Agreement”), executed by such Seller, Seller Representative, Buyer Representative and the Escrow Agent; (viii) a certificate of the Secretary (or equivalent thereof) of such Seller certifying, as complete and accurate as of the Closing, attached copies of the Purchaser shall deliverGoverning Documents of such Seller, certifying and attaching all requisite resolutions or actions of such Seller’s board of directors and equity holders approving the execution and delivery of this Agreement, including special resolutions of equity holders, the documents delivered hereby, the consummation of the Acquisition and the change of name contemplated by Section 7.9, and certifying to the incumbency and signatures of the officers of such Seller executing this Agreement and any other document relating to the Acquisition, accompanied by the requisite documents for amending the relevant Governing Documents of such Seller required to effect such change of name in form sufficient for filing with the appropriate Governmental Body; (ix) the Consents and Governmental Authorizations set forth in Schedule 2.7(a)(ix), duly executed by the applicable Governmental Body or other Third Party; (x) if requested by Buyer Representative, any Consents or other instruments that may be required to permit each applicable Buyer’s qualification in each jurisdiction in which such Seller is licensed or qualified to do business as a foreign corporation or entity under the name “Easton Cycling,” “Race Face” or any derivative thereof; (xi) releases of all Encumbrances on the Acquired Assets (other than Permitted Encumbrances), including all Encumbrances in favor of Royal Bank of Canada (with respect to that certain (1) agreement dated February 19, 2013 with RF Canada, as amended, or cause (2) agreement dated May 28, 2014 with Easton Canada, as amended) pursuant to be deliveredrelease documents satisfactory to Buyer Representative; (xii) certificates of status or good standing, as applicable, dated as of a date not earlier than seven calendar days prior to the Closing as to the status or good standing, as applicable, of such Seller and payment of all applicable state Taxes by such Seller, executed by the appropriate officials of the state where such Seller is organized and each jurisdiction in which such Seller is licensed or qualified to do business as a foreign corporation or entity as specified in Schedule 3.1(a); (xiii) evidence satisfactory to Buyer Representative that such Seller has, effective as of the Closing, terminated all Current Employees and provided notice of the Buyer’s intentions to offer continuing employment; (xiv) an anticorruption certificate in form and substance reasonably satisfactory to Sellers and Buyer Representative, dated as of the Closing Date, signed by each Seller and Owner Guarantor; (xv) evidence reasonably satisfactory to Buyer Representative that CA Seller has registered for the purposes of the GST/HST under the ETA, including the registration number received thereunder; (xvi) certificates, duly executed and acknowledged and made in accordance with applicable Treasury Regulations, certifying that none of the Acquired Assets are US real property interests within the meaning of the Foreign Investment in Real Property Tax Act and thus Sellers are exempt from withholding thereunder; and (xvii) a certificate, dated the Closing Date and signed by a duly authorized officer of such Seller, that each of the conditions set forth in Sections 5.2(a) and 5.2(b) have been satisfied. (b) Buyers shall have delivered (or one or more Seller Entities designated by the Seller) the following:caused to have been delivered): (i) paymentto Seller Representative, by wire transfer(s) to one or more bank accounts designated in writing by the Seller (such designation to be made by the Seller at least five (5) Business Days prior to the Closing Date)on behalf of Sellers, in immediately available Dollars an amount equal to either (A) if the Estimated Adjustment Amount is zero or positive, the sum of the Base Purchase Price plus the Estimated Adjustment Amount, Working Capital less the Indemnification Escrow Amount less the Loan Payoff Amount less the BRG Payoff Amount by wire transfer by Buyers or (B) if the Estimated Adjustment Amount is negative, the Base Purchase Price minus the absolute value of the Estimated Adjustment Amount (the amount set forth their lender to an account or accounts and in clause (A) or (B) as applicable, the “Closing Purchase Price”)such amounts specified by Seller Representative in writing; (ii) to Seller Representative, the certificates to be delivered pursuant to Section 6.03; (iii) a counterpart of the Transition Services Agreement attached as Exhibit A hereto (the “Transition Services Agreement”), duly executed by Parent and the Purchaser; (iv) a counterpart of the General Assignments and Bills of Sale for the Purchased Assets, by and between the Seller and the Purchaser, attached as Exhibit B hereto (the “General Assignment and ▇▇▇▇ of Sale”), duly executed by Parent and the Purchaser, and with respect to jurisdictions outside the United States in which the Purchased Assets, Assumed Liabilities, Excluded Assets or Retained Liabilities are located, such bills of sale, stock powers, certificates of title, deeds, assignments and other agreements or instruments of transfer (in a form that is consistent with the terms and conditions of this Escrow Agreement, and otherwise customary in such jurisdictions) as and to the extent necessary to effect the transfer of the Purchased Assets or Excluded Assets or the assumption of the Assumed Liabilities or Retained Liabilities pursuant to this Agreement (the “Foreign Closing Documents”), in each case duly executed by Parent and the Purchaser, to the extent applicable; (v) a counterpart of the Cincinnati Lease, attached as Exhibit C hereto, evidencing the five (5)-year lease to the Purchaser of certain office space in Cincinnati, Ohio (the “Cincinnati Lease”), duly executed by Parent and the Purchaser; (vi) a counterpart of the Orlando Sublease attached as Exhibit D hereto, evidencing the five (5)-year sublease to the Purchaser of certain office space in Orlando, Florida (the “Orlando Sublease”), duly executed by Parent and the Purchaser; (vii) a counterpart of the Master Commercial Agreement attached as Exhibit E hereto, pursuant to which certain Seller Entities will provide to the IM Business Entities certain commercial services for a period of two (2) years (the “Master Commercial Agreement”), duly executed by the Purchaser and each Affiliate of the Purchaser named as a party thereto; (viii) a counterpart of the Intellectual Property Cross-License Agreement attached as Exhibit F hereto (the “IP License Agreement”), duly executed by Parent and the Purchaser; and (ix) a counterpart of the side letter regarding certain acknowledgments and reporting obligations attached as Exhibit G hereto (the “Reporting Letter”), duly excuted by Parent and the Purchaser. (b) At the Closing, the Seller shall deliver, or cause to be delivered, to the Purchaser the following: (i) certificates evidencing the Purchased Shares to the extent that the Purchased Shares are in certificate form (and if not in certificate form, such other appropriate instruments of transfer), duly endorsed in blank or with stock powers duly executed in proper form for transfer, and (without prejudice to Section 5.02(d)) with any required stock transfer stamps affixed thereto, in each case duly executed by the Seller or other Seller Entity, as applicable; (ii) a counterpart of the General Assignment and ▇▇▇▇ of Sale and Assignment and Assumption Agreement, and the Employment Agreements, each duly executed by the Seller and the Foreign Closing Documents, in each case duly executed by the Seller or other Seller Entity, to the extent applicableBuyer; (iii) to the certificates to be delivered pursuant to Section 6.02Escrow Agent in accordance with the Escrow Agreement, the Indemnification Escrow Amount; (iv) a counterpart to FIRST Insurance Funding of Canada Inc, the financier of the Transition Services Agreement duly executed by each Seller Entity named as a party theretoEaston Product Liability Excess Insurance Policy and Easton Product Liability Insurance Policy, the Easton Product Liability Amount; (v) to Seller Representative, a counterpart certificate of the Cincinnati LeaseSecretary of each Buyer certifying, duly executed by each Seller Entity named as a party thereto; (vi) a counterpart of the Orlando Sublease, duly executed by each Seller Entity named as a party thereto; (vii) a counterpart of the Master Commercial Agreement, duly executed by each Seller Entity named as a party thereto; (viii) a counterpart of the IP License Agreement, duly executed by the Seller; (ix) a counterpart of the Side Letter, duly executed by the Seller; (x) resignations or instruments effecting the removal, effective complete and accurate as of the Closing, attached copies of the Governing Documents of Buyer and certifying and attaching all requisite resolutions or actions of Buyer’s board of directors approving the execution and delivery of this Agreement and the consummation of the Acquisition and certifying to the incumbency and signatures of the officers of IM Business Entities identified by Buyer executing this Agreement and any other document relating to the Purchaser within fifteen (15) Business Days following the date hereof from such directorships or officesAcquisition; and (xivi) to Seller shall deliver to Representative, a certificate, dated the Purchaser Closing Date and signed by a duly authorized officer of each Buyer, that each of the deliverables conditions set forth in Section 6.01(e)of this AgreementSections 5.1(a) and 5.1(b) has been satisfied.

Closing Deliveries. (a) At Except as otherwise indicated below, at the Closing, Sellers shall deliver the Purchaser shall deliver, or cause following to be delivered, to the Seller (or one or more Seller Entities designated by the Seller) the followingBuyer: (i) payment, by wire transfer(seach of the Ancillary Agreements (other than the Pharmacovigilance Agreement and the Quality Assurance Agreement) to one which a Seller or more bank accounts designated in writing any of its Affiliates is a party, validly executed by the a duly authorized officer of such Seller (such designation to be made by the Seller at least five (5) Business Days prior to the Closing Date), in immediately available Dollars an amount equal to either (A) if the Estimated Adjustment Amount is zero or positive, the sum of the Base Purchase Price plus the Estimated Adjustment Amount, or (B) if the Estimated Adjustment Amount is negative, the Base Purchase Price minus the absolute value of the Estimated Adjustment Amount (the amount set forth in clause (A) or (B) as applicable, the “Closing Purchase Price”)its applicable Affiliate; (ii) a receipt by Sweden Seller acknowledging receipt of the certificates to be delivered Atacand Closing Payment in satisfaction of Buyer’s obligations pursuant to Section 6.032.3.1, validly executed by a duly authorized representative of Sweden Seller; (iii) a counterpart receipt by UK Seller acknowledging receipt of the Transition Services Agreement attached as Exhibit A hereto (the “Transition Services Agreement”)Arimidex/Casodex Closing Payment in satisfaction of Buyer’s obligations pursuant to Section 2.3.1, duly validly executed by Parent and the Purchasera duly authorized representative of UK Seller; (iv) a counterpart of the General Assignments and Bills of Sale for the Purchased Assets, by and between the Seller and the Purchaser, attached as Exhibit B hereto (the “General Assignment and ▇▇▇▇ of Sale”), duly executed by Parent and the Purchaser, and with respect evidence reasonably satisfactory to jurisdictions outside the United States in which the Purchased Assets, Assumed Liabilities, Excluded Assets or Retained Liabilities are located, such bills of sale, stock powers, certificates of title, deeds, assignments and other agreements or instruments of transfer (in a form Buyer that is consistent with the terms and conditions of this Agreement, and otherwise customary in such jurisdictions) as and to the extent necessary to effect the transfer of the Purchased Assets or Excluded Assets or the assumption are being transferred free and clear of the Assumed Liabilities or Retained Liabilities pursuant to this Agreement (the “Foreign Closing Documents”), in each case duly executed by Parent and the Purchaser, to the extent applicable;any Encumbrance other than Permitted Encumbrances; and (v) a counterpart the Purchased Assets; provided, that (A) with respect to tangible Purchased Assets, delivery shall, unless the Parties otherwise mutually agree, be to the locations and on the timeframes set forth in Schedule 2.4.2(a)(v), (B) with respect to physical delivery of the Cincinnati LeasePurchased Information, attached as Exhibit C heretoPurchased Product Records, evidencing Purchased Regulatory Approvals and Purchased Regulatory Information, the five provisions of Section 4.6.3 shall apply; and (5)-year lease C) Sellers may retain copies of the Purchased Regulatory Documentation and the Purchased Product Records included within the Purchased Assets (and, for the avoidance of doubt, prior to delivering or making available any files, documents, instruments, papers, books and records containing Purchased Product Records or constituting Purchased Regulatory Documentation to Buyer, Sellers shall be entitled to redact from such files, documents, instruments, papers, books and records any information to the Purchaser of certain office space in Cincinnati, Ohio (the “Cincinnati Lease”), duly executed by Parent and the Purchaser; (vi) a counterpart of the Orlando Sublease attached as Exhibit D hereto, evidencing the five (5)-year sublease extent that it does not relate to the Purchaser of certain office space in Orlando, Florida (the “Orlando Sublease”Product Business), duly executed by Parent and the Purchaser; (vii) a counterpart of the Master Commercial Agreement attached as Exhibit E hereto, pursuant to which certain Seller Entities will provide to the IM Business Entities certain commercial services for a period of two (2) years (the “Master Commercial Agreement”), duly executed by the Purchaser and each Affiliate of the Purchaser named as a party thereto; (viii) a counterpart of the Intellectual Property Cross-License Agreement attached as Exhibit F hereto (the “IP License Agreement”), duly executed by Parent and the Purchaser; and (ix) a counterpart of the side letter regarding certain acknowledgments and reporting obligations attached as Exhibit G hereto (the “Reporting Letter”), duly excuted by Parent and the Purchaser. (b) At the Closing, Buyer shall deliver the Seller shall deliver, or cause following to be delivered, to the Purchaser the followingSellers: (i) certificates evidencing each of the Purchased Shares Ancillary Agreements (other than the Pharmacovigilance Agreement and the Quality Assurance Agreement) to the extent that the Purchased Shares are in certificate form (and if not in certificate formwhich Buyer or any of its Affiliates is a party, such other appropriate instruments of transfer), duly endorsed in blank or with stock powers duly executed in proper form for transfer, and (without prejudice to Section 5.02(d)) with any required stock transfer stamps affixed thereto, in each case duly validly executed by the Seller a duly authorized officer of Buyer or other Seller Entity, as applicable;its applicable Affiliate; and (ii) the Closing Payments in accordance with Section 2.3.1 (along with a counterpart U.S. Federal Reserve reference or similar number evidencing execution of such payment). (c) Buyer shall conduct a quality and completeness review of the General Assignment Purchased Regulatory Documentation transferred to it pursuant to Section 2.4.2(a)(v) and the Transitional Services Agreement promptly following such transfer and, within 30 days after such transfer, shall notify Sellers in writing of any problems or issues experienced by Buyer regarding the completeness, navigation or readability of such transferred Purchased Regulatory Documentation that Buyer reasonably and in good faith believes are related to the transfer of such Purchased Regulatory Documentation (and not, for example, related to Buyer system capabilities or compatibility). Sellers shall use their commercially reasonable efforts to assist B▇▇▇▇ of Sale duly executed by the Seller and the Foreign Closing Documents, in each case duly executed by the Seller remedying any such problems or other Seller Entity, issues (if any) with respect to the extent applicable; (iii) the certificates to be delivered pursuant to Section 6.02; (iv) a counterpart Purchased Regulatory Documentation as soon as reasonably practicable following Sellers’ receipt of Buyer’s notice of the Transition Services Agreement duly executed by each Seller Entity named as a party thereto; (v) a counterpart of the Cincinnati Lease, duly executed by each Seller Entity named as a party thereto; (vi) a counterpart of the Orlando Sublease, duly executed by each Seller Entity named as a party thereto; (vii) a counterpart of the Master Commercial Agreement, duly executed by each Seller Entity named as a party thereto; (viii) a counterpart of the IP License Agreement, duly executed by the Seller; (ix) a counterpart of the Side Letter, duly executed by the Seller; (x) resignations or instruments effecting the removal, effective as of the Closing, of the directors and officers of IM Business Entities identified by the Purchaser within fifteen (15) Business Days following the date hereof from such directorships or offices; and (xi) Seller shall deliver to the Purchaser the deliverables set forth in Section 6.01(e)of this Agreementsame.

Closing Deliveries. (a) At the Closing, the Purchaser Seller shall deliver, or cause deliver to be delivered, to the Seller (or one or more Seller Entities designated by the Seller) Buyer the following: (i) payment, by wire transfer(s) to one or more bank accounts designated An executed ▇▇▇▇ of sale in writing by the Seller (such designation to be made by the Seller at least five (5) Business Days prior to the Closing Date), in immediately available Dollars an amount equal to either (A) if the Estimated Adjustment Amount is zero or positive, the sum of the Base Purchase Price plus the Estimated Adjustment Amount, or (B) if the Estimated Adjustment Amount is negative, the Base Purchase Price minus the absolute value of the Estimated Adjustment Amount (the amount set forth in clause (A) or (B) as applicable, the “Closing Purchase Price”); (ii) the certificates to be delivered pursuant to Section 6.03; (iii) a counterpart of the Transition Services Agreement form attached hereto as Exhibit A hereto (the “Transition Services Agreement”), duly executed by Parent and the Purchaser; (iv) a counterpart of the General Assignments and Bills of Sale for the Purchased Assets, by and between the Seller and the Purchaser, attached as Exhibit B hereto (the “General Assignment and ▇▇▇▇ of Sale”), duly or such other good and sufficient instruments of assignment, transfer and conveyance as Buyer shall reasonably request, to convey and to transfer to Buyer all of Seller’s right, title and interest in and to the Purchased Assets; (ii) an executed by Parent assignment and the Purchaser, assumption agreement whereby Seller will assign to Buyer its rights and with respect to jurisdictions outside the United States in which obligations under the Purchased Assets, Assumed Liabilities, Excluded Assets or Retained Liabilities are located, such bills of sale, stock powers, certificates of title, deeds, assignments and other agreements or instruments of transfer (in a form that is consistent with the terms and conditions of this AgreementContracts, and otherwise customary in such jurisdictions) as and to the extent necessary to effect the transfer of the Purchased Assets or Excluded Assets or the assumption of the Assumed Liabilities or Retained Liabilities pursuant to this Agreement in the form attached hereto as Exhibit B (the “Foreign Closing DocumentsAssignment and Assumption Agreement”), ; (iii) an executed assignment and assumption agreement whereby Seller will assign to Buyer its rights and obligations in each case duly executed by Parent the Intellectual Property in the form attached hereto as Exhibit C (the “IP Assignment and Assumption Agreement”); (iv) resolutions of Seller’s Board of Directors approving this Agreement and the Purchasertransactions contemplated hereby, to certified by the extent applicable;Secretary of Seller; and (v) a counterpart such other documents as Buyer may reasonably request in order to evidence and effectuate the obligations and duties of the Cincinnati Lease, attached as Exhibit C hereto, evidencing the five (5)-year lease to the Purchaser of certain office space in Cincinnati, Ohio (the “Cincinnati Lease”), duly executed by Parent and the Purchaser; (vi) a counterpart of the Orlando Sublease attached as Exhibit D hereto, evidencing the five (5)-year sublease to the Purchaser of certain office space in Orlando, Florida (the “Orlando Sublease”), duly executed by Parent and the Purchaser; (vii) a counterpart of the Master Commercial Agreement attached as Exhibit E hereto, Seller pursuant to which certain Seller Entities will provide to the IM Business Entities certain commercial services for a period of two (2) years (the “Master Commercial this Agreement”), duly executed by the Purchaser and each Affiliate of the Purchaser named as a party thereto; (viii) a counterpart of the Intellectual Property Cross-License Agreement attached as Exhibit F hereto (the “IP License Agreement”), duly executed by Parent and the Purchaser; and (ix) a counterpart of the side letter regarding certain acknowledgments and reporting obligations attached as Exhibit G hereto (the “Reporting Letter”), duly excuted by Parent and the Purchaser. (b) At the Closing, the Buyer shall deliver to Seller shall deliver, or cause to be delivered, to the Purchaser the following: (i) certificates evidencing the Purchased Shares to the extent that the Purchased Shares are in certificate form (Assignment and if not in certificate form, such other appropriate instruments of transfer), duly endorsed in blank or with stock powers duly executed in proper form for transfer, and (without prejudice to Section 5.02(d)) with any required stock transfer stamps affixed thereto, in each case duly executed by the Seller or other Seller Entity, as applicableAssumption Agreement; (ii) a counterpart of the General Assignment and ▇▇▇▇ of Sale duly executed good standing certificate for Buyer issued by the Seller and the Foreign Closing DocumentsConnecticut Secretary of State, in each case duly executed by the Seller or other Seller Entity, to the extent applicabledated a recent date; (iii) resolutions of Buyer’s Manager approving this Agreement and the certificates to be delivered pursuant to Section 6.02;transactions contemplated hereby, certified by the Secretary of Buyer; and (iv) a counterpart such other documents as Seller may reasonably request in order to evidence and effectuate the obligations and duties of the Transition Services Agreement duly executed by each Seller Entity named as a party thereto; (v) a counterpart of the Cincinnati Lease, duly executed by each Seller Entity named as a party thereto; (vi) a counterpart of the Orlando Sublease, duly executed by each Seller Entity named as a party thereto; (vii) a counterpart of the Master Commercial Agreement, duly executed by each Seller Entity named as a party thereto; (viii) a counterpart of the IP License Agreement, duly executed by the Seller; (ix) a counterpart of the Side Letter, duly executed by the Seller; (x) resignations or instruments effecting the removal, effective as of the Closing, of the directors and officers of IM Business Entities identified by the Purchaser within fifteen (15) Business Days following the date hereof from such directorships or offices; and (xi) Seller shall deliver Buyer pursuant to the Purchaser the deliverables set forth in Section 6.01(e)of this Agreement.

Closing Deliveries. (a) At Subject to the conditions set forth in this Agreement, at the Closing, the Purchaser shall deliver, or cause to be delivered, to the Seller (or one or more Seller Entities designated by the Seller) the following: (i) payment, Buyer shall (A) deliver the cash portion of the Purchase Price set forth in SECTION 1.3(B) by wire transfer(stransfer of immediately available funds to an account which has been designated by Seller to Buyer not less than two business days prior to the Closing Date, (B) assume the Assumed Liabilities by delivery of an Assumption Agreement in the form of EXHIBIT E hereto, (C) deliver the Warrant to Seller and (D) deliver the Note to Seller; (ii) Seller shall convey all of the Purchased Assets (other than the WIP and Raw Materials Inventory) to one Buyer to such addresses specified by Buyer, at Buyer's cost (or more bank accounts designated Buyer shall pay Seller a warehousing fee for retaining such Purchased Assets according to the attached FEE SCHEDULE), and shall deliver to Buyer such appropriately executed instruments of sale, transfer, assignment, conveyance and delivery, assignments, transfer tax declarations and all other instruments of conveyance which are necessary or desirable to effect transfer to Buyer of good and marketable title to the Purchased Assets (free and clear of all liens, charges, security interests, encumbrances and restrictions of whatever nature except for Permitted Liens), including documents acceptable for recordation in writing the United States Patent and Trademark Office, the United States Copyright Office and any other similar domestic or foreign office, department or agency (it being understood that all of the foregoing shall be satisfactory in form and substance to Buyer and its counsel) and any and all lien and security documentation required by Buyer's lenders at the Closing in connection with such lenders' security interest in the Purchased Assets; (iii) Seller shall deliver to Buyer (such designation A) copies of all third party governmental and stockholder consents and approvals, in each case on terms reasonably acceptable to Buyer; (B) subject to Section 1.1(a), all books, records and other materials to the extent included in the Purchased Assets; (C) certified copies of resolutions of Seller's board of directors authorizing and approving the execution, delivery and performance of this Agreement and the other agreements contemplated hereby to be made executed by Seller and the Seller at least five consummation of the transactions contemplated hereby; (5D) Business Days certified copies of Seller's certificate of incorporation and bylaws; (E) a long-form certificate of good standing (certified by an appropriate government official of Seller's jurisdiction of incorporation as of a date not more than three business days prior to the Closing Date); (F) a certificate of the Secretary or Assistant Secretary of Seller as to the incumbency of the officer(s) of Seller (who shall not be such Secretary or Assistant Secretary) executing this Agreement and the other Transaction Documents to be executed and delivered by Seller; (G) opinions of Seller's in-house legal counsel and of Faegre & ▇▇▇▇▇▇ LLP substantially in the forms attached hereto as EXHIBIT F-1 and EXHIBIT F-2, in immediately available Dollars an amount equal respectively; and (H) such other documents or instruments as are required to either be delivered at the Closing pursuant to the terms hereof or that Buyer reasonably requests prior to the Closing Date to effect the transactions contemplated hereby; and (iv) Buyer shall deliver to Seller (A) if certified copies of resolutions of Buyer's board of directors authorizing and approving the Estimated Adjustment Amount is zero or positiveexecution, delivery and performance of this Agreement and the sum other Transaction Documents contemplated hereby to be executed by Buyer and the consummation of the Base Purchase Price plus the Estimated Adjustment Amounttransactions contemplated hereby and thereby, or (B) if the Estimated Adjustment Amount is negative, the Base Purchase Price minus the absolute value certified copies of resolutions of the Estimated Adjustment Amount (Parent's board of directors authorizing and approving the amount set forth in clause (A) or (B) as applicableissuance of the Warrant and the execution, delivery and performance of this Agreement and the “Closing Purchase Price”); (ii) the certificates other agreements contemplated hereby to be delivered pursuant to Section 6.03; (iii) a counterpart of the Transition Services Agreement attached as Exhibit A hereto (the “Transition Services Agreement”), duly executed by Parent and the Purchaser; consummation of the transactions contemplated hereby and thereby, (ivC) certified copies of Buyer's Articles of Incorporation and By-laws and Parent's Certificate of Incorporation and By-laws and (D) a counterpart long-form certificate of good standing (certified by an appropriate government official of the General Assignments States of Texas and Bills Delaware as of Sale a date not more than three business days prior to the Closing Date) for the Purchased Assets, by and between the Seller Buyer and the PurchaserParent, attached respectively, (E) a certificate of the Secretary or Assistant Secretary of Buyer and Parent as Exhibit B hereto to the incumbency of the officer(s) of Buyer and Parent (who shall not be such Secretary or Assistant Secretary) executing this Agreement and the “General Assignment other Transaction Documents to be executed and delivered by Buyer or Parent and (G) an opinion of ▇▇▇▇▇▇▇▇ of Sale”), duly executed by Parent and the Purchaser, and with respect to jurisdictions outside the United States in which the Purchased Assets, Assumed Liabilities, Excluded Assets or Retained Liabilities are located, such bills of sale, stock powers, certificates of title, deeds, assignments and other agreements or instruments of transfer (in a form that is consistent with the terms and conditions of this Agreement, and otherwise customary in such jurisdictions) as and to the extent necessary to effect the transfer of the Purchased Assets or Excluded Assets or the assumption of the Assumed Liabilities or Retained Liabilities pursuant to this Agreement (the “Foreign Closing Documents”), in each case duly executed by Parent and the Purchaser, to the extent applicable; (v) a counterpart of the Cincinnati Lease, attached as Exhibit C hereto, evidencing the five (5)-year lease to the Purchaser of certain office space in Cincinnati, Ohio (the “Cincinnati Lease”), duly executed by Parent and the Purchaser; (vi) a counterpart of the Orlando Sublease attached as Exhibit D hereto, evidencing the five (5)-year sublease to the Purchaser of certain office space in Orlando, Florida (the “Orlando Sublease”), duly executed by Parent and the Purchaser; (vii) a counterpart of the Master Commercial Agreement attached as Exhibit E hereto, pursuant to which certain Seller Entities will provide to the IM Business Entities certain commercial services for a period of two (2) years (the “Master Commercial Agreement”), duly executed by the Purchaser and each Affiliate of the Purchaser named as a party thereto; (viii) a counterpart of the Intellectual Property Cross-License Agreement attached as Exhibit F hereto (the “IP License Agreement”), duly executed by Parent and the Purchaser; and (ix) a counterpart of the side letter regarding certain acknowledgments and reporting obligations attached as Exhibit G hereto (the “Reporting Letter”), duly excuted by Parent and the Purchaser. (b) At the Closing, the Seller shall deliver, or cause to be delivered, to the Purchaser the following: (i) certificates evidencing the Purchased Shares to the extent that the Purchased Shares are in certificate form (and if not in certificate form, such other appropriate instruments of transfer), duly endorsed in blank or with stock powers duly executed in proper form for transfer, and (without prejudice to Section 5.02(d)) with any required stock transfer stamps affixed thereto, in each case duly executed by the Seller or other Seller Entity, as applicable; (ii) a counterpart of the General Assignment and & ▇▇▇▇▇ and of Sale duly executed by ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, L.L.P. substantially in the Seller form attached hereto as EXHIBIT G-1 and the Foreign Closing Documents, in each case duly executed by the Seller or other Seller Entity, to the extent applicable; (iii) the certificates to be delivered pursuant to Section 6.02; (iv) a counterpart of the Transition Services Agreement duly executed by each Seller Entity named as a party thereto; (v) a counterpart of the Cincinnati Lease, duly executed by each Seller Entity named as a party thereto; (vi) a counterpart of the Orlando Sublease, duly executed by each Seller Entity named as a party thereto; (vii) a counterpart of the Master Commercial Agreement, duly executed by each Seller Entity named as a party thereto; (viii) a counterpart of the IP License Agreement, duly executed by the Seller; (ix) a counterpart of the Side Letter, duly executed by the Seller; (x) resignations or instruments effecting the removal, effective as of the Closing, of the directors and officers of IM Business Entities identified by the Purchaser within fifteen (15) Business Days following the date hereof from such directorships or offices; and (xi) Seller shall deliver to the Purchaser the deliverables set forth in Section 6.01(e)of this AgreementEXHIBIT G-2.

Closing Deliveries. (ai) At the Closing, the Purchaser Buyer shall deliver, or cause to be delivered, to Sellers the Seller following, dated as of the Closing Date and executed for and on behalf of Buyer by a duly authorized officer thereof: (or 1) the Cash Consideration; (2) one or more Seller Entities designated by the Seller) the following: (i) payment, by wire transfer(s) to one or more bank accounts designated in writing by the Seller (such designation to be made by the Seller at least five (5) Business Days prior to the Closing Date)instruments of assignment and assumption, in immediately available Dollars an amount equal customary form and substance reasonably satisfactory to either (A) if the Estimated Adjustment Amount is zero or positive, the sum of the Base Purchase Price plus the Estimated Adjustment Amount, or (B) if the Estimated Adjustment Amount is negative, the Base Purchase Price minus the absolute value of the Estimated Adjustment Amount (the amount set forth in clause (A) or (B) as applicable, the “Closing Purchase Price”); (ii) the certificates to be delivered pursuant to Section 6.03; (iii) a counterpart of the Transition Services Agreement attached as Exhibit A hereto (the “Transition Services Agreement”), duly executed by Parent Buyer and the Purchaser; (iv) a counterpart of the General Assignments Sellers and Bills of Sale for the Purchased Assets, by and between the Seller and the Purchaser, attached as Exhibit B hereto (the “General Assignment and ▇▇▇▇ of Sale”), duly executed by Parent and the Purchaser, and with respect to jurisdictions outside the United States in which the Purchased Assets, Assumed Liabilities, Excluded Assets or Retained Liabilities are located, such bills of sale, stock powers, certificates of title, deeds, assignments and other agreements or instruments of transfer (in a form that is consistent with the terms and conditions of this Agreement, and otherwise customary in such jurisdictions) as and to the extent necessary to effect the transfer of the Purchased Assets or Excluded Assets or the assumption of the Assumed Liabilities or Retained Liabilities pursuant to this Agreement (the “Foreign Closing Documents”), in each case duly executed by Parent and the Purchaser, to the extent applicable; (v) a counterpart of the Cincinnati Lease, attached as Exhibit C hereto, evidencing the five (5)-year lease to the Purchaser of certain office space in Cincinnati, Ohio (the “Cincinnati Lease”), duly executed by Parent and the Purchaser; (vi) a counterpart of the Orlando Sublease attached as Exhibit D hereto, evidencing the five (5)-year sublease to the Purchaser of certain office space in Orlando, Florida (the “Orlando Sublease”), duly executed by Parent and the Purchaser; (vii) a counterpart of the Master Commercial Agreement attached as Exhibit E hereto, pursuant to which certain Seller Entities will provide to the IM Business Entities certain commercial services for a period of two (2) years (the “Master Commercial Agreement”), duly executed by the Purchaser and each Affiliate of the Purchaser named as a party thereto; (viii) a counterpart of the Intellectual Property Cross-License Agreement attached as Exhibit F hereto (the “IP License Agreement”), duly executed by Parent and the Purchasertheir respective counsel; and (ix3) a counterpart of any and all other instruments, certificates and agreements contemplated by Article VI hereof or as Sellers may reasonably request in order to effectively make 15 Buyer responsible for all Assumed Obligations pursuant hereto to the side letter regarding certain acknowledgments and reporting obligations attached as Exhibit G hereto (the “Reporting Letter”), duly excuted fullest extent permitted by Parent and the Purchaserapplicable law. (bii) At the Closing, the Seller Sellers shall deliver, or cause to be delivered, to the Purchaser Buyer the following, dated as of the Closing Date and executed for and on behalf of Sellers by a duly authorized officer thereof: (i1) certificates evidencing the Purchased Shares to the extent that the Purchased Shares are in certificate form (and if not in certificate form, such other appropriate instruments of transfer), duly endorsed in blank or with stock powers duly executed in proper form for transfer, and (without prejudice to Section 5.02(d)) with any required stock transfer stamps affixed theretoa bill ▇▇ sale, in each case duly executed by the Seller or other Seller Entity, as applicablecustomary form and substance reasonably satisfactory to Buyer and Sellers and their respective counsel; (ii2) a counterpart one or more instruments of the General Assignment and ▇▇▇▇ of Sale duly executed by the Seller and the Foreign Closing Documentsassumption, in each case duly executed by the Seller or other Seller Entity, customary form and substance reasonably satisfactory to the extent applicableBuyer and Sellers and their respective counsel; (iii3) the certificates an instrument of assignment of copyrights and trademarks, in customary form and substance reasonably satisfactory to be delivered pursuant to Section 6.02Buyer and Sellers and their respective counsel; (iv4) a counterpart an instrument of transfer of the Transition Services Agreement duly executed by each Seller Entity named as a party thereto; (v) a counterpart lease of the Cincinnati LeaseAircraft, duly executed by each Seller Entity named as a party thereto; (vi) a counterpart of the Orlando Sublease, duly executed by each Seller Entity named as a party thereto; (vii) a counterpart of the Master Commercial Agreement, duly executed by each Seller Entity named as a party thereto; (viii) a counterpart of the IP License Agreement, duly executed by the Seller; (ix) a counterpart of the Side Letter, duly executed by the Seller; (x) resignations or instruments effecting the removal, effective as of the Closing, of the directors in customary form and officers of IM Business Entities identified by the Purchaser within fifteen (15) Business Days following the date hereof from such directorships or officessubstance reasonably satisfactory to Buyer and Sellers and their respective counsel; and (xi5) Seller shall deliver any and all other instruments, certificates and agreements contemplated by Article VI hereof or as Buyer may reasonably request in order to effectively transfer to Buyer all of the Purchased Assets pursuant hereto to the Purchaser the deliverables set forth in Section 6.01(e)of this Agreementfullest extent permitted by applicable law.

Closing Deliveries. The following deliveries shall be made at or before Closing. All of such deliveries to be made or caused to be made by either party shall, at the option of the other, be conditions precedent to such other party's obligation to close hereunder, any or all of which may be waived in writing by such other party. (a) At the Closing, the Purchaser Seller shall deliver, deliver or cause to be delivereddelivered to Title Company, for delivery to Buyer, the following certificates, documents, instruments and agreements: (i) The Deed and a real estate transfer tax valuation affidavit; (ii) A bill of sale conveying any items of personal property referred to in Article II, in their as-is condition, with such customary representations and warranties as may be contained in any bill of sale; (iii) The Final Visibility Easement; (iv) An affidavit of Seller, acceptable to Buyer, dated the Closing Date, that there are no unsatisfied judgments, tax liens or bankruptcies involving the Seller and the Property, as applicable, together with any other customary affidavits requested by the Title Company to facilitate Closing; (v) Assignment of all of Seller's right, title and interest in and to all assignable governmental permits and licenses, if any, issued in connection with the Property together with originals, if held by Seller, or photocopies of the same; or, if there are none, an affidavit of Seller to that effect; (vi) The Owner's Policy issued by the Title Company pursuant to the Commitment described in Article VII hereof for the full amount of the Purchase Price showing title to the Property in Buyer and subject only to the Permitted Exceptions (the “Owner’s Policy”); (vii) An affidavit of Seller certifying that Seller is not a “foreign person” for purposes of Section 1445 of the Internal Revenue Code; (viii) Seller's certificate dated as of Closing confirming that all of Seller's representations and warranties contained in this Purchase Agreement are accurate, current and complete in all material respects; and (ix) Any and all other documents elsewhere described herein or one or more as may be mutually agreed on between Buyer and Seller Entities designated as are determined necessary in order to effectuate Closing, including, without limitation, an agreed proration statement, and including such undertakings as may be required by the Title Company to enable them to disburse funds immediately on recording the Deed and delivering the Owner’s Policy. (b) Buyer shall deliver or cause to be delivered to Title Company, for delivery to Seller) , the following: (i) payment, The balance of the Purchase Price by wire transfer(s) to one transfer of funds (less the Effective Date Deposit and as adjusted by any prorations or more bank accounts designated in writing by the Seller (such designation to be made by the Seller at least five (5) Business Days prior to the Closing Date), in immediately available Dollars an amount equal to either (A) if the Estimated Adjustment Amount is zero or positive, the sum of the Base Purchase Price plus the Estimated Adjustment Amount, or (B) if the Estimated Adjustment Amount is negative, the Base Purchase Price minus the absolute value of the Estimated Adjustment Amount (the amount set forth in clause (A) or (B) as applicable, the “Closing Purchase Price”other deductions); (ii) An original counterpart of the certificates Assignments referred to be delivered pursuant to Section 6.03in clauses (a)(iv) and (a)(v) above, duly and properly executed and acknowledged by ▇▇▇▇▇; (iii) a counterpart Resolution(s) of the Transition Services City of Lansing City Council sufficient to authorize the transactions contemplated by this Purchase Agreement attached as Exhibit A hereto (the “Transition Services AgreementResolution”), duly executed by Parent and the Purchaser; (iv) a counterpart of the General Assignments The Reimbursement Costs and Bills of Sale for the Purchased Assets, by and between the Seller and the Purchaser, attached as Exhibit B hereto (the “General Assignment and ▇▇▇▇ of Sale”), duly executed by Parent and the Purchaser, and with respect to jurisdictions outside the United States in which the Purchased Assets, Assumed Liabilities, Excluded Assets or Retained Liabilities are located, such bills of sale, stock powers, certificates of title, deeds, assignments and other agreements or instruments of transfer (in a form that is consistent with the terms and conditions of this Agreement, and otherwise customary in such jurisdictions) as and to the extent necessary to effect the transfer of the Purchased Assets or Excluded Assets or the assumption of the Assumed Liabilities or Retained Liabilities pursuant to this Agreement (the “Foreign Closing Documents”), in each case duly executed by Parent and the Purchaser, to the extent applicableVisibility Easement Payment; (v) a counterpart Any and all other documents elsewhere described herein or as may be mutually agreed on between Buyer and Seller as are determined to be reasonably necessary in order to effectuate the Closing of this transaction, including such reasonable undertakings as may be required by the Title Company to enable the Title Company’s immediate disbursement of funds upon recording of the Cincinnati Lease, attached as Exhibit C hereto, evidencing Deed and delivering the five Owner’s Policy. (5)-year lease c) Seller and Buyer shall deliver to each other and to Title Company at Closing an agreed settlement statement reflecting the Purchaser adjustments and prorations pursuant to this Purchase Agreement. (d) Buyer shall have received State of certain office space in Cincinnati, Ohio Michigan appropriated funding intended to be used for development or redevelopment of a city hall administration building (the “Cincinnati LeaseAppropriation”), duly executed by Parent and the Purchaser; (vi) a counterpart City of the Orlando Sublease attached as Exhibit D hereto, evidencing the five (5)-year sublease to the Purchaser Lansing City Council shall have approved receipt of certain office space in Orlando, Florida (the “Orlando Sublease”), duly executed by Parent and the Purchaser; (vii) a counterpart of the Master Commercial Agreement attached as Exhibit E hereto, pursuant to which certain Seller Entities will provide to the IM Business Entities certain commercial services for a period of two (2) years (the “Master Commercial Agreement”), duly executed by the Purchaser and each Affiliate of the Purchaser named as a party thereto; (viii) a counterpart of the Intellectual Property Cross-License Agreement attached as Exhibit F hereto (the “IP License Agreement”), duly executed by Parent and the Purchaser; and (ix) a counterpart of the side letter regarding certain acknowledgments and reporting obligations attached as Exhibit G hereto (the “Reporting Letter”), duly excuted by Parent and the Purchasersuch Appropriation. (be) At Unless waived or otherwise agreed to in writing by the Buyer, Buyer shall have received from Seller, no less than 30 days prior to Closing, a Guaranteed Maximum Price Proposal in a mutually agreed upon format, for the Seller shall deliverdevelopment, or cause to be delivered, design and construction of the Buyer’s required improvements to the Purchaser the following: (i) certificates evidencing the Purchased Shares Property, in an amount acceptable to the extent that the Purchased Shares are in certificate form (and if not in certificate form, such other appropriate instruments of transfer), duly endorsed in blank or with stock powers duly executed in proper form for transfer, and (without prejudice to Section 5.02(d)) with any required stock transfer stamps affixed thereto, in each case duly executed by the Seller or other Seller Entity, as applicable; (ii) a counterpart of the General Assignment and ▇▇▇▇ of Sale duly executed by the Seller and the Foreign Closing Documents, in each case duly executed by the Seller or other Seller Entity, to the extent applicable; (iii) the certificates to be delivered pursuant to Section 6.02; (iv) a counterpart of the Transition Services Agreement duly executed by each Seller Entity named as a party thereto; (v) a counterpart of the Cincinnati Lease, duly executed by each Seller Entity named as a party thereto; (vi) a counterpart of the Orlando Sublease, duly executed by each Seller Entity named as a party thereto; (vii) a counterpart of the Master Commercial Agreement, duly executed by each Seller Entity named as a party thereto; (viii) a counterpart of the IP License Agreement, duly executed by the Seller; (ix) a counterpart of the Side Letter, duly executed by the Seller; (x) resignations or instruments effecting the removal, effective as of the Closing, of the directors and officers of IM Business Entities identified by the Purchaser within fifteen (15) Business Days following the date hereof from such directorships or offices; and (xi) Seller shall deliver to the Purchaser the deliverables set forth in Section 6.01(e)of this Agreementparties.

Closing Deliveries. At the Closing: (a) At the Closing, the Purchaser shall Seller will deliver, or cause to be delivered, to Buyer the following documents executed by Seller (or one or more Seller Entities designated by the Seller) the followingas appropriate: (i) payment, by wire transfer(srecordable 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 one or more bank accounts designated in writing by the Seller (such designation to be made by the Seller at least five (5) Business Days prior to the Closing Date), in immediately available Dollars an amount equal to either (A) if the Estimated Adjustment Amount is zero or positive, the sum Buyer free and clear of the Base Purchase Price plus the Estimated Adjustment Amount, or (B) if the Estimated Adjustment Amount is negative, the Base Purchase Price minus the absolute value of the Estimated Adjustment Amount (the amount set forth in clause (A) or (B) as applicable, the “Closing Purchase Price”)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 certificates to be delivered pursuant to Section 6.03other Acquired Assets, (other than the Real Property and the Contracts) free and clear of all Encumbrances; (iii) a counterpart of an assignment and assumption agreement in form and substance acceptable to the Transition Services Agreement attached as Exhibit A hereto (Parties with respect to the “Transition Services Agreement”), duly executed by Parent and the PurchaserContracts; (iv) a counterpart of the General Assignments and Bills of Sale for the Purchased Assets, by and between the Seller and the Purchaser, attached as Exhibit B hereto (the “General Assignment and ▇▇▇▇ of Sale”)Stock certificates, duly executed by Parent endorsed for transfer, for all of Seller's equity interest in CFI free and the Purchaserclear of all Encumbrances except as set forth in CFI's certificate of incorporation, by-laws, and with respect to jurisdictions outside shareholder's agreement (if any); provided, no such Encumbrances shall in any manner restrict, invalidate or condition the United States in which the Purchased Assets, Assumed Liabilities, Excluded Assets or Retained Liabilities are located, such bills of sale, stock powers, certificates of title, deeds, assignments and other agreements or instruments of transfer (in a form that is consistent with the terms and conditions of this Agreement, and otherwise customary in such jurisdictions) as and to the extent necessary to effect the transfer of the Purchased Assets or Excluded Assets or the assumption of the Assumed Liabilities or Retained Liabilities pursuant to this Agreement (the “Foreign Closing Documents”), in each case duly executed by Parent and the Purchaser, to the extent applicabletransactions contemplated herein; (v) a counterpart an assignment in form and substance acceptable to Buyer 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 Cincinnati Lease, attached as Exhibit C hereto, evidencing the five (5)-year lease to the Purchaser of certain office space in Cincinnati, Ohio (the “Cincinnati Lease”), duly executed by Parent and the Purchasertransactions contemplated herein; (vi) a counterpart 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 Orlando Sublease attached as Exhibit D hereto, evidencing the five (5)-year sublease to the Purchaser of certain office space in Orlando, Florida (the “Orlando Sublease”), duly executed by Parent transactions contemplated hereunder and the Purchaserincumbency of the officers of Seller executing any document to be delivered pursuant to this Agreement; (vii) a counterpart search results of the Master Commercial Agreement 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 E heretoD; ---------- (xii) an opinion letter of Bond, pursuant to which certain Seller Entities will provide to Schoeneck & King, PLLC, counsel ▇▇ ▇▇▇▇▇▇, in the IM Business Entities certain commercial services for a period form attached as Exhibit E; ---------- (xiii) letters from the New Jersey Department of two (2) years (Environmental Protection confirming that the “Master Commercial Agreement”), duly executed by the Purchaser and each Affiliate transfer of the Purchaser named as a party theretoOwned Real Property located in New Jersey. is not subject to ISRA or documentation that Seller is taking all necessary steps to comply with ISRA; (viiixiv) a counterpart of all other certificates, instruments and documents necessary or appropriate to consummate the Intellectual Property Cross-License transactions contemplated in this Agreement attached as Exhibit F hereto (reasonably requested by Buyer or the “IP License Agreement”), duly executed by Parent and the PurchaserTitle Company; and (ixxv) a counterpart of five-year lease agreements executed by Seller and Buyer in the side letter regarding certain acknowledgments and reporting obligations form attached as Exhibit G hereto (I, under which Buyer shall lease to Seller a portion of the “Reporting Letter”)real property located in Newville, duly excuted by Parent Pennsylvania and the PurchaserKnowlesville, New York. (b) At the Closing, the Seller shall Buyer will deliver, or cause to be delivered, to the Purchaser the followingSeller: (i) certificates evidencing the Purchased Shares to Purchase Price payable in the extent that the Purchased Shares are manner described in certificate form (and if not in certificate form, such other appropriate instruments of transfer), duly endorsed in blank or with stock powers duly executed in proper form for transfer, and (without prejudice to Section 5.02(d)) with any required stock transfer stamps affixed thereto, in each case duly executed by the Seller or other Seller Entity, as applicable3.2; (ii) a counterpart secretary's certificate from Buyer certifying Buyer's certificate of incorporation, bylaws, copies of resolutions duly adopted by the board of directors of Buyer approving the execution and delivery of this Agreement and the closing of the General Assignment and ▇▇▇▇ of Sale duly executed by the Seller transactions contemplated hereunder and the Foreign Closing Documents, in each case duly executed by incumbency of the Seller or other Seller Entity, officers of Buyer executing any document to the extent applicablebe delivered pursuant to this Agreement; (iii) the certificates assignment and assumption agreement with respect to be delivered pursuant to Section 6.02the Contracts; (iv) a counterpart of the Transition Services Agreement duly license agreement executed by each Seller Entity named Buyer in the form attached hereto as a party thereto;Exhibit A; --------- (v) a counterpart of the Cincinnati Lease, duly lease agreements executed by each Seller Entity named Buyer in the form attached hereto as a party thereto;Exhibit B relating to the Special Lease Properties; --------- (vi) a counterpart of the Orlando Sublease, duly an environmental escrow agreement executed by each Seller Entity named Buyer in the form attached hereto as a party theretoExhibit C relating to the East Berlin --------- Property; (vii) a counterpart of the Master Commercial Agreement, duly Closing Certificate executed by each Seller Entity named Buyer in substantially the form attached as a party thereto;Exhibit F; --------- (viii) a counterpart opinion letter of the IP License AgreementWildman, duly executed by the Seller;Harrold, Allen & Dixon, counsel to ▇▇▇▇r, ▇▇ ▇▇e form attached as Exhibit G; --------- (ix) a counterpart of all other certificates, instruments and documents necessary or appropriate to consummate the Side Letter, duly executed transactions contemplated in this Agreement or reasonably requested by Seller or the Seller;Title Company; and (x) resignations or instruments effecting five-year lease agreements executed by Seller and Buyer in the removal, effective form attached as Exhibit I. under which Buyer shall lease --------- to Seller a portion of the Closingreal property located in Newville, of the directors Pennsylvania and officers of IM Business Entities identified by the Purchaser within fifteen (15) Business Days following the date hereof from such directorships or offices; and (xi) Seller shall deliver to the Purchaser the deliverables set forth in Section 6.01(e)of this AgreementKnowlesville, New York.

Closing Deliveries. (a) 7.1 At or prior to the Closing, the Purchaser Seller shall deliver, direct DAP to make or cause to be deliveredmade, as the case may be, the following deliveries to the Seller (or one or more Seller Entities designated by Tenancy and/or to Purchaser, as the Seller) the followingcase may be: (i) payment7.1.1 Seller shall direct DAP to deliver the TIC Deed to the Tenancy in accordance with the applicable provisions of the DAP Contract. 7.1.2 Seller shall direct DAP to deliver to the Tenancy an assignment of all of DAP's right, by wire transfer(s) title and interest as landlord or otherwise under each of the Space Leases affecting the Property in accordance with the applicable provisions of the DAP Contract, and shall direct DAP to one deliver to the Tenancy executed originals or more bank accounts designated in writing by the Seller (such designation copies certified to DAP's knowledge to be made by the Seller at least five true, correct and complete copies (5if DAP does not have originals in its possession) Business Days prior of each of such Space Leases and all correspondence and other records, if any, pertaining to such Space Leases, in each case to the Closing Date), extent in immediately available Dollars an amount equal to either (A) if the Estimated Adjustment Amount is zero or positive, the sum of the Base Purchase Price plus the Estimated Adjustment Amount, or (B) if the Estimated Adjustment Amount is negative, the Base Purchase Price minus the absolute value of the Estimated Adjustment Amount (DAP's possession. Seller shall direct that all Space Lessees' security deposits in the amount as set forth in clause Exhibit B-1 attached hereto and made a part hereof or in the amount required to have been deposited with the landlord under such Space Leases as set forth in Exhibit B-2 except to the extent applied by DAP in accordance with the DAP Contract (Atogether with accrued interest thereon, if any, less DAP's proportionate share of administrative fees, if any, together with DAP's calculation of such fees), subject to subsection 6.1.6 hereof, be turned over by DAP to the Tenancy at the Closing, at DAP's option, by (a) payment of the amount thereof to the Tenancy or (Bb) as applicable, a credit to the “Closing Tenancy against the Purchase Price”); (ii) . Seller shall, in addition, instruct DAP in connection with any such securities in form other than cash to transfer same to the certificates to be delivered pursuant to Section 6.03; (iii) a counterpart Tenancy by way of the Transition Services Agreement attached as Exhibit A hereto (the “Transition Services Agreement”), duly executed by Parent and the Purchaser; (iv) a counterpart of the General Assignments and Bills of Sale for the Purchased Assets, by and between the Seller and the Purchaser, attached as Exhibit B hereto (the “General Assignment and ▇▇▇▇ of Sale”), duly executed by Parent and the Purchaser, and with respect to jurisdictions outside the United States in which the Purchased Assets, Assumed Liabilities, Excluded Assets or Retained Liabilities are located, such bills of sale, stock powers, certificates of title, deeds, assignments and other agreements or appropriate instruments of transfer or assignment. 7.1.3 Seller shall direct DAP to execute and deliver to the Tenancy (x) notices to the Space Lessees under the Space Leases advising them of the sale of the Property and (y) notices to the vendors under the Service Contracts advising them of the sale of the Property; each in a form that is consistent and in accordance with the terms applicable provisions of the DAP Contract. 7.1.4 Seller shall direct DAP to assign to the Tenancy all of DAP's right, title and conditions of this Agreement, and otherwise customary interest in such jurisdictions) as and to the extent necessary to effect Service Contracts set forth on Exhibit C and Exhibit C-1 and all other Service Contracts entered into after --------- ----------- the transfer of the Purchased Assets or Excluded Assets or the assumption of the Assumed Liabilities or Retained Liabilities date hereof pursuant to this Agreement in accordance with the applicable provisions of the DAP Contract. 7.1.5 Seller shall direct DAP to deliver to the Tenancy a bill of sale, conveying and transferring to the Tenancy all ▇▇▇▇t, title and interest of DAP in and to all fixtures, machinery, equipment, articles of personal property and improvements in the nature of personal property attached or appurtenant to, or located on, or used in connection with the use or operation of, or used or adapted for use in connection with the enjoyment or occupancy of the Property, specifically excluding, however, any personal property of Space Lessees (the “Foreign Closing Documents”"Personal Property"), in each case duly executed by Parent and accordance with the Purchaser, applicable provisions of the DAP Contract. No portion of the Purchase Price shall be deemed allocated to payment for the Personal Property. 7.1.6 Seller shall direct DAP to deliver to the Tenancy all keys to any portion of the Property to the extent applicable; (v) a counterpart in DAP's possession or control in accordance with the applicable provisions of the Cincinnati Lease, attached as Exhibit C hereto, evidencing the five (5)-year lease DAP Contract. 7.1.7 Seller shall direct DAP to deliver to the Purchaser of certain office space in Cincinnati, Ohio (the “Cincinnati Lease”)Tenancy a certificate, duly executed and acknowledged by Parent DAP, in accordance with Section 1445 of the Code. 7.1.8 Seller shall deliver to Purchaser resolutions of Seller, in form reasonably satisfactory to Purchaser and the Purchaser; (vi) a counterpart Title Company, authorizing the transaction contemplated herein and the execution and delivery of the Orlando Sublease attached as Exhibit D hereto, evidencing the five (5)-year sublease documents required to the Purchaser of certain office space in Orlando, Florida (the “Orlando Sublease”), duly be executed by Parent and the Purchaser; (vii) a counterpart of the Master Commercial Agreement attached as Exhibit E hereto, pursuant to which certain Seller Entities will provide to the IM Business Entities certain commercial services for a period of two (2) years (the “Master Commercial Agreement”), duly executed by the Purchaser and each Affiliate of the Purchaser named as a party thereto; (viii) a counterpart of the Intellectual Property Cross-License Agreement attached as Exhibit F hereto (the “IP License Agreement”), duly executed by Parent and the Purchaser; and (ix) a counterpart of the side letter regarding certain acknowledgments and reporting obligations attached as Exhibit G hereto (the “Reporting Letter”), duly excuted by Parent and the Purchaserdelivered hereunder. (b) At the Closing, the 7.1.9 Seller shall deliverdeliver to Purchaser a certificate of Seller, or cause to be delivered, to the Purchaser the following: (i) certificates evidencing the Purchased Shares to the extent that the Purchased Shares are in certificate form (and if not in certificate form, such other appropriate instruments of transfer), duly endorsed in blank or with stock powers duly executed in proper form for transfer, and (without prejudice to Section 5.02(d)) with any required stock transfer stamps affixed thereto, in each case duly executed by the Seller or other Seller Entity, as applicable; (ii) a counterpart of the General Assignment and ▇▇▇▇ of Sale duly executed by the Seller and the Foreign Closing Documents, in each case duly executed by the Seller or other Seller Entity, to the extent applicable; (iii) the certificates to be delivered pursuant to Section 6.02; (iv) a counterpart of the Transition Services Agreement duly executed by each Seller Entity named as a party thereto; (v) a counterpart of the Cincinnati Lease, duly executed by each Seller Entity named as a party thereto; (vi) a counterpart of the Orlando Sublease, duly executed by each Seller Entity named as a party thereto; (vii) a counterpart of the Master Commercial Agreement, duly executed by each Seller Entity named as a party thereto; (viii) a counterpart of the IP License Agreement, duly executed by the Seller; (ix) a counterpart of the Side Letter, duly executed by the Seller; (x) resignations or instruments effecting the removal, effective dated as of the Closing, certifying to the fulfillment of the directors and officers of IM Business Entities identified by the Purchaser within fifteen (15) Business Days following the date hereof from such directorships or offices; andcondition set forth in subsection 8.2.2 hereof. (xi) 7.1.10 Seller shall direct DAP to deliver to the Tenancy an assignment and adoption agreement pursuant to which the Union Agreements are assigned to the Tenancy and duly adopted and assumed by the Tenancy in accordance with the applicable provisions of the DAP Contract provided -------- however that if the Green Entity (as defined in the DAP Contract) delivers ------- the Employment Indemnities (as defined in the DAP Contract) in favor of DAP and Seller, then the Tenancy, at Purchaser's election, may, but shall not be obligated to, assume the obligations under the Union Agreements, and further, at Purchaser's election, may, but shall not be obligated to, offer employment to and hire any or all Employees covered by the Union Agreements. 7.2 At or prior to the Closing, Purchaser and/or Seller, as the deliverables set forth in Section 6.01(e)of case may be, shall make, have made or caused to be made, the following deliveries: 7.2.1 Purchaser shall pay the Cash Payment required pursuant to subsection 1.1.2 hereof. 7.2.2 Purchaser and Seller each shall execute, acknowledge and deliver, on behalf of the Tenancy, to DAP, a counterpart of all documents to be delivered to DAP by the Tenancy pursuant to the DAP Contract. 7.3 Seller and Purchaser, at the Closing, shall prepare, execute and deliver to each other, subject to all the terms and provisions of this Agreement, the TIC Agreement, a closing statement and any other documents reasonably required by the Title Company or otherwise reasonably required in order to consummate the transactions contemplated hereby.

Closing Deliveries. (a) At the Closing, the Purchaser shall deliver, or cause to be delivered, to the Seller (or one or more Seller Entities designated by the Seller) the following: (i) payment, by wire transfer(s) to one or more bank accounts designated in writing by the Seller (such designation to be made by the Seller at least five (5) Business Days prior to the Closing Date), in immediately available Dollars an amount equal to either (A) if the Estimated Adjustment Amount is zero or positive, the sum of the Base Purchase Price plus the Estimated Adjustment Amount, or (B) if the Estimated Adjustment Amount is negative, the Base Purchase Price minus the absolute value of the Estimated Adjustment Amount (the amount set forth in clause (A) or (B) as applicable, the “Closing Purchase Price”); (ii) the certificates to be delivered pursuant to Section 6.03; (iii) a counterpart of the Transition Services Agreement attached as Exhibit A hereto (the “Transition Services Agreement”), duly executed by Parent and the Purchaser; (iv) a counterpart of the General Assignments and Bills of Sale for the Purchased Assets, by and between the Seller and the Purchaser, attached as Exhibit B hereto (the “General Assignment and ▇▇▇▇ of Sale”), duly executed by Parent and the Purchaser, and with respect to jurisdictions outside the United States in which the Purchased Assets, Assumed Liabilities, Excluded Assets or Retained Liabilities are located, such bills of sale, stock powers, certificates of title, deeds, assignments and other agreements or instruments of transfer (in a form that is consistent with the terms and conditions of this Agreement, and otherwise customary in such jurisdictions) as and to the extent necessary to effect the transfer of the Purchased Assets or Excluded Assets or the assumption of the Assumed Liabilities or Retained Liabilities pursuant to this Agreement (the “Foreign Closing Documents”), in each case duly executed by Parent and the Purchaser, to the extent applicable; (v) a counterpart of the Cincinnati Lease, attached as Exhibit C hereto, evidencing the five (5)-year lease to the Purchaser of certain office space in Cincinnati, Ohio (the “Cincinnati Lease”), duly executed by Parent and the Purchaser; (vi) a counterpart of the Orlando Sublease attached as Exhibit D hereto, evidencing the five (5)-year sublease to the Purchaser of certain office space in Orlando, Florida (the “Orlando Sublease”), duly executed by Parent and the Purchaser; (vii) a counterpart of the Master Commercial Agreement attached as Exhibit E hereto, pursuant to which certain Seller Entities will provide to the IM Business Entities certain commercial services for a period of two (2) years (the “Master Commercial Agreement”), duly executed by the Purchaser and each Affiliate of the Purchaser named as a party thereto; (viii) a counterpart of the Intellectual Property Cross-License Agreement attached as Exhibit F hereto (the “IP License Agreement”), duly executed by Parent and the Purchaser; and (ix) a counterpart of the side letter regarding certain acknowledgments and reporting obligations attached as Exhibit G hereto (the “Reporting Letter”), duly excuted by Parent and the Purchaser. (b) a. At the Closing, the Seller shall deliver, or cause is delivering to be delivered, to the Purchaser the following: (i) certificates evidencing the Purchased Shares to the extent that the Purchased Shares are in certificate form (and if not in certificate form, such other appropriate instruments of transfer), duly endorsed in blank or with stock powers duly executed in proper form for transfer, and (without prejudice to Section 5.02(d)) with any required stock transfer stamps affixed thereto, in each case duly executed by the Seller or other Seller Entity, as applicable; (ii) a counterpart of the General Assignment and ▇▇▇▇ of Sale duly executed (in the form attached hereto as Exhibit F) transferring to Purchaser all of the Seller's right, title and interest in and to all of the Seller's Tangible Personal Property and Intangible Personal Property, free and clear of all Encumbrances, except for Encumbrances represented by Assumed Liabilities and the terms of the Contracts and other matters specifically disclosed by Seller; and (ii) an Assignment and Assumption Agreement (in the form attached hereto as Exhibit G) assigning to Purchaser all of Seller's rights under the Contracts, free and clear of all Encumbrances, except for Encumbrances represented by Assumed Liabilities and the terms of the Contracts and other matters specifically disclosed by the Seller and the Foreign Closing Documents, in each case duly executed by the Seller or except for any consents to assignments of Contracts and other Seller Entity, to the extent applicable;Assumed Liabilities; and (iii) a Warranty Deed in favor of Purchaser, as grantee, conveying good and indefeasible fee simple title to the certificates Real Property and Improvements (in the form attached hereto as Exhibit H), subject only to Assumed Liabilities and such other exceptions as may be delivered pursuant reasonably acceptable to Section 6.02;Purchaser; and (iv) a counterpart standard Texas form Owner's Title Policy (in the form attached hereto as Exhibit I) paid for by the Seller in the amount of the Transition Services Agreement duly executed Purchase Price attributable to the Real Property, covering the Real Property and Improvements and insuring that the Purchaser is vested with a good, indefeasible fee simple title to such Real Property and Improvements and to all the easements, rights and benefits that are intended to be appurtenant to or to benefit such Real Property, all subject only to such exceptions as may be reasonably acceptable to Purchaser, and including such customarily available endorsements and additional assurances as may be reasonably required by each Seller Entity named as a party thereto;Purchaser; and (v) a counterpart current evidence establishing that the individuals acting on behalf of the Cincinnati Lease, duly executed by each Seller Entity named as a party thereto;in connection with this Agreement and the Transaction Agreements is/are authorized to so act and to bind the Seller; and (vi) a counterpart an Affidavit given to Purchaser on behalf of the Orlando SubleaseSeller establishing that the Seller is not a "foreign person" or a "United States real property holding corporation" as defined in the Foreign Investment in Real Property Tax Act, duly executed by each Seller Entity named as a party thereto;specifying the Seller's U.S. Employer Identification Number, specifying the Seller's office address and establishing that withholding of tax is not required upon the disposition of the Seller's interest in the Real Property; and (vii) a counterpart possession of the Master Commercial Agreement, duly executed by each Seller Entity named as a party thereto;Tangible Personal Property and the Real Property and the Improvements; and (viii) a counterpart copies or originals (as appropriate) of each of the IP License Agreement, duly Transaction Agreements executed by the Seller; (ix) a counterpart of the Side Letter, duly executed by the Seller; (x) resignations or instruments effecting the removal, effective as of the Closing, of the directors and officers of IM Business Entities identified by the Purchaser within fifteen (15) Business Days following the date hereof from such directorships or officesall parties; and (xi) Seller shall deliver to the Purchaser the deliverables set forth in Section 6.01(e)of this Agreement.

Closing Deliveries. (a) At the Closing, the Purchaser shall deliver, or cause to be delivered, to the Seller (or one or more Seller Entities designated by the Seller) the following: (i) payment, by wire transfer(s) to one or more bank accounts designated in writing by the Seller (such designation to be made by the Seller at least five (5) Business Days prior to the Closing Date), in immediately available Dollars an amount equal to either (A) if the Estimated Adjustment Amount is zero or positive, the sum of the Base Purchase Price plus the Estimated Adjustment Amount, or (B) if the Estimated Adjustment Amount is negative, the Base Purchase Price minus the absolute value of the Estimated Adjustment Amount (the amount set forth in clause (A) or (B) as applicable, the “Closing Purchase Price”); (ii) the certificates to be delivered pursuant to Section 6.03; (iii) a counterpart of the Transition Services Agreement attached as Exhibit A hereto (the “Transition Services Agreement”), duly executed by Parent and the Purchaser; (iv) a counterpart of the General Assignments and Bills of Sale for the Purchased Assets, by and between the Seller and the Purchaser, attached as Exhibit B hereto (the “General Assignment and ▇▇▇▇ of Sale”), duly executed by Parent and the Purchaser, and with respect to jurisdictions outside the United States in which the Purchased Assets, Assumed Liabilities, Excluded Assets or Retained Liabilities are located, such bills of sale, stock powers, certificates of title, deeds, assignments and other agreements or instruments of transfer (in a form that is consistent with the terms and conditions of this Agreement, and otherwise customary in such jurisdictions) as and to the extent necessary to effect the transfer of the Purchased Assets or Excluded Assets or the assumption of the Assumed Liabilities or Retained Liabilities pursuant to this Agreement (the “Foreign Closing Documents”), in each case duly executed by Parent and the Purchaser, to the extent applicable; (v) a counterpart of the Cincinnati Lease, attached as Exhibit C hereto, evidencing the five (5)-year lease to the Purchaser of certain office space in Cincinnati, Ohio (the “Cincinnati Lease”), duly executed by Parent and the Purchaser; (vi) a counterpart of the Orlando Sublease attached as Exhibit D hereto, evidencing the five (5)-year sublease to the Purchaser of certain office space in Orlando, Florida (the “Orlando Sublease”), duly executed by Parent and the Purchaser; (vii) a counterpart of the Master Commercial Agreement attached as Exhibit E hereto, pursuant to which certain Seller Entities will provide to the IM Business Entities certain commercial services for a period of two (2) years (the “Master Commercial Agreement”), duly executed by the Purchaser and each Affiliate of the Purchaser named as a party thereto; (viii) a counterpart of the Intellectual Property Cross-License Agreement attached as Exhibit F hereto (the “IP License Agreement”), duly executed by Parent and the Purchaser; and (ix) a counterpart of the side letter regarding certain acknowledgments and reporting obligations attached as Exhibit G hereto (the “Reporting Letter”), duly excuted by Parent and the Purchaser. (b) 7.2.1 At the Closing, the Seller shall deliver, deliver or cause to be delivered, delivered to the Purchaser the followingPurchaser: 7.2.1 (ia) certificates evidencing copies of the resolutions of the board of directors and shareholders of the Seller, authorizing and approving the transactions contemplated by this Agreement and the Ancillary Agreements certified by the company secretary or a director of the Seller to be true and complete and in full force and effect and unmodified as of the Closing; 7.2.1 (b) a deed of assignments in respect of all Purchased Shares to Intellectual Property in the extent that form of Exhibit F (the Purchased Shares are in certificate form (and if not in certificate form, such other appropriate instruments of transfer), “IP Assignments”) duly endorsed in blank or with stock powers duly executed in proper form for transfer, and (without prejudice to Section 5.02(d)) with any required stock transfer stamps affixed thereto, in each case duly stamped executed by the Seller or its Affiliates and the originals of all prior deeds of assignment and other documents pursuant to which the Seller Entity, as applicableor its Affiliate has derived its title to the Purchased Intellectual Property; 7.2.1 (c) for the Aurangabad Facility: (i) a sale deed in form and substance reasonably acceptable to the Purchaser (the “Aurangabad Deed”) duly stamped and executed by the Seller in favor of the Purchaser, conveying the whole of the right, title and interest of the Seller in each parcel of the Aurangabad Facility (excluding the Aurangabad Leased Portion) to the Purchaser, free and clear of all Encumbrances; and any novations, assignments and Consents as may be necessary to transfer such right, title and interest to the Purchaser; (ii) a counterpart notarized copy of the General Assignment title deed to the Aurangabad Facility (excluding the Aurangabad Leased Portion) from which Seller has derived its title to the Aurangabad Facility (excluding the Aurangabad Leased Portion); and ▇▇▇▇ (iii) a lease deed and any novations, assignments and Consents as may be necessary to transfer the right, title and interest in the Aurangabad Leased Portion in favour of Sale the Purchaser in form and substance reasonably acceptable to the Purchaser (the “Aurangabad Lease Deed”) duly stamped and executed by the Seller and the Foreign Closing Documents, in each case duly executed by the Seller or other Seller Entity, applicable third party to the extent applicablelease Contract; 7.2.1 (iiid) for the certificates to be delivered pursuant to Section 6.02; Sholinganallur Facility: (ivi) a counterpart of the Transition Services Agreement duly executed by each Seller Entity named as a party thereto; (v) a counterpart of the Cincinnati Lease, duly executed by each Seller Entity named as a party thereto; (vi) a counterpart of the Orlando Sublease, duly executed by each Seller Entity named as a party thereto; (vii) a counterpart of the Master Commercial Agreement, duly executed by each Seller Entity named as a party thereto; (viii) a counterpart of the IP License Agreement, duly executed by the Seller; (ix) a counterpart of the Side Letter, duly executed by the Seller; (x) resignations or instruments effecting the removal, effective as of the Closing, of the directors sale deed in form and officers of IM Business Entities identified by the Purchaser within fifteen (15) Business Days following the date hereof from such directorships or offices; and (xi) Seller shall deliver substance reasonably acceptable to the Purchaser (the deliverables set forth in Section 6.01(e)of this Agreement.“Sholinganallur Deed,” and collectively with the Aurangabad Deed and the Aurangabad Lease Deed,

Closing Deliveries. (a) At the Closing, the Purchaser following actions shall deliverbe taken, or cause to all of which will be delivered, to the Seller (or deemed taken simultaneously and no one or more Seller Entities designated by the Seller) the followingof which will be deemed completed until all have been completed: (ia) payment, by wire transfer(s) to one or more bank accounts designated in writing by the Seller (such designation to be made by the Seller at least five (5) Business Days prior to the Closing Date), in immediately available Dollars an amount equal to either (A) if the Estimated Adjustment Amount is zero or positive, the sum of the Base The Purchase Price plus the Estimated Adjustment Amount, or (B) if the Estimated Adjustment Amount is negative, the Base Purchase Price minus the absolute value of the Estimated Adjustment Amount (the amount set forth shall be paid to Seller in clause (A) or (B) as applicable, the “Closing Purchase Price”); (ii) the certificates to be delivered pursuant to accordance with Section 6.03; (iii) a counterpart of the Transition Services Agreement attached as Exhibit A hereto (the “Transition Services Agreement”), duly executed by Parent and the Purchaser; (iv) a counterpart of the General Assignments and Bills of Sale for the Purchased Assets, by and between the Seller and the Purchaser, attached as Exhibit B hereto (the “General Assignment and ▇▇▇▇ of Sale”), duly executed by Parent and the Purchaser, and with respect to jurisdictions outside the United States in which the Purchased Assets, Assumed Liabilities, Excluded Assets or Retained Liabilities are located, such bills of sale, stock powers, certificates of title, deeds, assignments and other agreements or instruments of transfer (in a form that is consistent with the terms and conditions of this Agreement, and otherwise customary in such jurisdictions) as and to the extent necessary to effect the transfer of the Purchased Assets or Excluded Assets or the assumption of the Assumed Liabilities or Retained Liabilities pursuant to this Agreement (the “Foreign Closing Documents”), in each case duly executed by Parent and the Purchaser, to the extent applicable; (v) a counterpart of the Cincinnati Lease, attached as Exhibit C hereto, evidencing the five (5)-year lease to the Purchaser of certain office space in Cincinnati, Ohio (the “Cincinnati Lease”), duly executed by Parent and the Purchaser; (vi) a counterpart of the Orlando Sublease attached as Exhibit D hereto, evidencing the five (5)-year sublease to the Purchaser of certain office space in Orlando, Florida (the “Orlando Sublease”), duly executed by Parent and the Purchaser; (vii) a counterpart of the Master Commercial Agreement attached as Exhibit E hereto, pursuant to which certain Seller Entities will provide to the IM Business Entities certain commercial services for a period of two (2) years (the “Master Commercial Agreement”), duly executed by the Purchaser and each Affiliate of the Purchaser named as a party thereto; (viii) a counterpart of the Intellectual Property Cross-License Agreement attached as Exhibit F hereto (the “IP License Agreement”), duly executed by Parent and the Purchaser; and (ix) a counterpart of the side letter regarding certain acknowledgments and reporting obligations attached as Exhibit G hereto (the “Reporting Letter”), duly excuted by Parent and the Purchaser3. (b) At The Deeds for each Owned Property shall be executed and delivered to Buyer. (c) Buyer and Seller shall execute and deliver an Assignment and Assumption of Lease for each Leased Property. (d) Buyer and Seller shall execute and deliver an Assignment and Assumption of Sublease for each Sublease encumbering the Closing, Properties. (e) An affidavit of the Seller under FIRPTA shall deliver, or cause be delivered to be delivered, to the Purchaser the following:Buyer. (i) certificates evidencing the Purchased Shares to the extent that the Purchased Shares are in certificate form (and if not in certificate form, such other appropriate instruments of transfer), duly endorsed in blank or with stock powers duly executed in proper form for transfer, and (without prejudice to Section 5.02(d)) with any required stock transfer stamps affixed thereto, in each case duly executed by the Seller or other Seller Entity, as applicable; (ii) a counterpart of the General Assignment and ▇▇▇▇ of Sale duly executed by the Seller and the Foreign Closing Documents, in each case duly executed by the Seller or other Seller Entity, to the extent applicable; (iii) the certificates to be delivered pursuant to Section 6.02; (iv) a counterpart of the Transition Services Agreement duly executed by each Seller Entity named as a party thereto; (v) a counterpart of the Cincinnati Lease, duly executed by each Seller Entity named as a party thereto; (vi) a counterpart of the Orlando Sublease, duly executed by each Seller Entity named as a party thereto; (vii) a counterpart of the Master Commercial Agreement, duly executed by each Seller Entity named as a party thereto; (viii) a counterpart of the IP License Agreement, duly executed by the Seller; (ix) a counterpart of the Side Letter, duly executed by the Seller; (x) resignations or instruments effecting the removal, effective as of the Closing, of the directors and officers of IM Business Entities identified by the Purchaser within fifteen (15) Business Days following the date hereof from such directorships or offices; and (xif) Seller shall deliver to Buyer the Purchaser original counterparts or true copies of the deliverables set forth Leases assigned by Seller to Buyer and assumed by Buyer pursuant to the Assignment and Assumption of Leases delivered under clause (c) above (or copies thereof certified to be true and correct by Seller) and the original counterparts or true copies of the Subleases assigned by Seller to Buyer and assumed by Buyer pursuant to the Assignment and Assumption of Subleases delivered under clause (d) above (or copies thereof certified to be true and correct by Seller). (g) Seller shall use commercially reasonable efforts to deliver to Buyer estoppel certificates from the Franchisees, in the form attached hereto as Exhibit C on or before the last day of the Due Diligence Period, and if Seller, after using reasonable efforts, is unable to obtain such estoppel certificates from the Franchisees by the Closing Date, the balance of the estoppel certificates, if any, may be delivered by Seller, in the form attached hereto as Exhibit D ("Seller's Franchisee Estoppel Certificate"). (h) Seller shall use commercially reasonable efforts to deliver to Buyer estoppel certificates from Burger King, in the form attached hereto as Exhibit E on or before the last day of the Due Diligence Period, and if Seller after using reasonable efforts, is unable to obtain such estoppel certificates from Burger King by the Closing Date, the balance of the estoppel certificates, if any, may be delivered by Seller, in the form attached as Exhibit F (the "Seller's Burger King Estoppel Certificate"). (i) Seller shall deliver the originals (if any, and to the extent in Seller's possession) of all agreements, plans, drawings, surveys, technical descriptions, warranties and licenses or permits affecting the Properties. (j) Any and all documents, affidavits and agreements reasonably required by the Title Insurer to enable it to issue the Title Policies shall be delivered by Buyer and Seller, respectively. (k) Buyer and Burger King Corporation shall execute and deliver the Lease Support Agreement and Buyer shall deliver the Letter of Credit to Burger King Corporation, unless Burger King Corporation has waived such requirement in accordance with Section 6.01(e)of this Agreement6.1 above. If additional estoppel certificates are received by Seller from Burger King or any Franchisee after the last day of the Due Diligence Period and up to sixty (60) days after the Closing, such estoppel certificates shall be deemed to replace the Seller's Franchisee Estoppel Certificate or the Seller's Burger King Estoppel Certificate, as applicable, with respect to the Sublease or Lease for which an estoppel has been received. Buyer agrees to cooperate and assist Seller, at no expense to Buyer, in obtaining such estoppel certificates subsequent to the last day of the Due Diligence Period.

Closing Deliveries. (a) At the Closing, the Purchaser following actions shall deliverbe taken, or cause to all of which will be delivered, to the Seller (or deemed taken simultaneously and no one or more Seller Entities designated by the Seller) the followingof which will be deemed completed until all have been completed: (ia) payment, by wire transfer(s) to one or more bank accounts designated in writing by the Seller (such designation to be made by the Seller at least five (5) Business Days prior to the Closing Date), in immediately available Dollars an amount equal to either (A) if the Estimated Adjustment Amount is zero or positive, the sum of the Base The Purchase Price plus the Estimated Adjustment Amount, or (B) if the Estimated Adjustment Amount is negative, the Base Purchase Price minus the absolute value of the Estimated Adjustment Amount (the amount set forth shall be paid to Seller in clause (A) or (B) as applicable, the “Closing Purchase Price”); (ii) the certificates to be delivered pursuant to accordance with Section 6.03; (iii) a counterpart of the Transition Services Agreement attached as Exhibit A hereto (the “Transition Services Agreement”), duly executed by Parent and the Purchaser; (iv) a counterpart of the General Assignments and Bills of Sale for the Purchased Assets, by and between the Seller and the Purchaser, attached as Exhibit B hereto (the “General Assignment and ▇▇▇▇ of Sale”), duly executed by Parent and the Purchaser, and with respect to jurisdictions outside the United States in which the Purchased Assets, Assumed Liabilities, Excluded Assets or Retained Liabilities are located, such bills of sale, stock powers, certificates of title, deeds, assignments and other agreements or instruments of transfer (in a form that is consistent with the terms and conditions of this Agreement, and otherwise customary in such jurisdictions) as and to the extent necessary to effect the transfer of the Purchased Assets or Excluded Assets or the assumption of the Assumed Liabilities or Retained Liabilities pursuant to this Agreement (the “Foreign Closing Documents”), in each case duly executed by Parent and the Purchaser, to the extent applicable; (v) a counterpart of the Cincinnati Lease, attached as Exhibit C hereto, evidencing the five (5)-year lease to the Purchaser of certain office space in Cincinnati, Ohio (the “Cincinnati Lease”), duly executed by Parent and the Purchaser; (vi) a counterpart of the Orlando Sublease attached as Exhibit D hereto, evidencing the five (5)-year sublease to the Purchaser of certain office space in Orlando, Florida (the “Orlando Sublease”), duly executed by Parent and the Purchaser; (vii) a counterpart of the Master Commercial Agreement attached as Exhibit E hereto, pursuant to which certain Seller Entities will provide to the IM Business Entities certain commercial services for a period of two (2) years (the “Master Commercial Agreement”), duly executed by the Purchaser and each Affiliate of the Purchaser named as a party thereto; (viii) a counterpart of the Intellectual Property Cross-License Agreement attached as Exhibit F hereto (the “IP License Agreement”), duly executed by Parent and the Purchaser; and (ix) a counterpart of the side letter regarding certain acknowledgments and reporting obligations attached as Exhibit G hereto (the “Reporting Letter”), duly excuted by Parent and the Purchaser3. (b) At The Deeds for each Owned Property shall be executed and delivered to Buyer. (c) Buyer and Seller shall execute and deliver an Assignment and Assumption of Lease for each Leased Property. (d) Buyer and Seller shall execute and deliver an Assignment and Assumption of Sublease for each Sublease encumbering the Closing, Properties. (e) An affidavit of the Seller under FIRPTA shall deliver, or cause be delivered to be delivered, to the Purchaser the following:Buyer. (i) certificates evidencing the Purchased Shares to the extent that the Purchased Shares are in certificate form (and if not in certificate form, such other appropriate instruments of transfer), duly endorsed in blank or with stock powers duly executed in proper form for transfer, and (without prejudice to Section 5.02(d)) with any required stock transfer stamps affixed thereto, in each case duly executed by the Seller or other Seller Entity, as applicable; (ii) a counterpart of the General Assignment and ▇▇▇▇ of Sale duly executed by the Seller and the Foreign Closing Documents, in each case duly executed by the Seller or other Seller Entity, to the extent applicable; (iii) the certificates to be delivered pursuant to Section 6.02; (iv) a counterpart of the Transition Services Agreement duly executed by each Seller Entity named as a party thereto; (v) a counterpart of the Cincinnati Lease, duly executed by each Seller Entity named as a party thereto; (vi) a counterpart of the Orlando Sublease, duly executed by each Seller Entity named as a party thereto; (vii) a counterpart of the Master Commercial Agreement, duly executed by each Seller Entity named as a party thereto; (viii) a counterpart of the IP License Agreement, duly executed by the Seller; (ix) a counterpart of the Side Letter, duly executed by the Seller; (x) resignations or instruments effecting the removal, effective as of the Closing, of the directors and officers of IM Business Entities identified by the Purchaser within fifteen (15) Business Days following the date hereof from such directorships or offices; and (xif) Seller shall deliver to Buyer the Purchaser original counterparts or true copies of the deliverables set forth Leases assigned by Seller to Buyer and assumed by Buyer pursuant to the Assignment and Assumption of Leases delivered under clause (c) above (or copies thereof certified to be true and correct by Seller) and the original counterparts or true copies of the Subleases assigned by Seller to Buyer and assumed by Buyer pursuant to the Assignment and Assumption of Subleases delivered under clause (d) above (or copies thereof certified to be true and correct by Seller). (g) Seller shall use commercially reasonable efforts to deliver to Buyer estoppel certificates from the Franchisees, in Section 6.01(e)of this Agreementthe form attached hereto as Exhibit C on or before the last day of the Due Diligence Period, and if Seller, after using reasonable efforts, is unable to obtain such estoppel certificates from the Franchisees by the Closing Date, the balance of the estoppel certificates, if any, may be delivered by Seller, in the form attached hereto as Exhibit D ("Seller's Franchisee Estoppel Certificate"). (h) Seller shall use commercially reasonable efforts to deliver to Buyer estoppel certificates from Burger King, in the form attached hereto as Exhibit E on or before the last day of the Due Diligence Period, and if Seller after using reasonable efforts, is unable to obtain such estoppel certificates from Burger King by the Closing Date, the balance of the estoppel certificates, if any, may be delivered by Seller, in the form attached as Exhibit F (the "Seller's Burger King Estoppel Certificate"). (i) Seller shall deliver the originals (if any, and to the extent in Seller's possession) of all agreements, plans, drawings, surveys, technical descriptions, warranties and licenses or permits affecting the Properties. (j) Any and all documents, affidavits and agreements reasonably required by the Title Insurer to enable it to issue the Title Policies shall be delivered by Buyer and Seller, respectively. (k) Buyer and Burger King Corporation shall execute and deliver the Lease Support Agreement and Buyer shall deliver the Letter of Credit to Burger King Corporation. If additional estoppel certificates are received by Seller from Burger King or any Franchisee after the last day of the Due Diligence Period and up to sixty (60) days after the Closing, such estoppel certificates shall be deemed to replace the Seller's Franchisee Estoppel Certificate or the Seller's Burger King Estoppel Certificate, as applicable, with respect to the Sublease or Lease for which an estoppel has been received. Buyer agrees to cooperate and assist Seller, at no expense to Buyer, in obtaining such estoppel certificates subsequent to the last day of the Due Diligence Period.

Closing Deliveries. (a) At the Closing, Seller shall execute and deliver to Buyer the Purchaser shall deliver, or cause to be delivered, to following (the “Seller (or one or more Seller Entities designated by the Seller) the following: Closing Deliveries”): (i) paymenta limited warranty deed or jurisdictional equivalent, by wire transfer(s) to one or more bank accounts designated in writing by the Seller (such designation to be made by the Seller at least five (5) Business Days prior conveying good, clear, record and marketable title thereto, subject only to the Closing Date), in immediately available Dollars an amount equal to either (A) if the Estimated Adjustment Amount is zero or positive, the sum of the Base Purchase Price plus the Estimated Adjustment Amount, or (B) if the Estimated Adjustment Amount is negative, the Base Purchase Price minus the absolute value of the Estimated Adjustment Amount (the amount set forth in clause (A) or (B) as applicable, the “Closing Purchase Price”); Permitted Exceptions; (ii) the certificates Seller’s counterpart signature to be delivered pursuant to Section 6.03; an Assignment and Assumption of Lease Agreement; (iii) a counterpart of FIRPTA Affidavit or exemption certificate authorizing Buyer not to withhold income tax from the Transition Services Agreement attached as Exhibit A hereto (the “Transition Services Agreement”), duly executed by Parent and the Purchaser; closing proceeds; (iv) a counterpart of the General Assignments and Bills of Sale for the Purchased Assets, by and between the Seller and the Purchaser, attached as Exhibit B hereto (the “General Assignment and ▇▇▇▇ of Sale”), duly executed by Parent and the Purchaser, and customary owner’s title affidavit with respect to jurisdictions outside the United States to, among other things, mechanic’s liens and parties in which the Purchased Assets, Assumed Liabilities, Excluded Assets or Retained Liabilities are located, such bills of sale, stock powers, certificates of title, deeds, assignments and other agreements or instruments of transfer possession (in a form that is consistent with the terms and conditions of this Agreement, and otherwise customary in such jurisdictions) as and substance satisfactory to the extent necessary Title Company) and in addition, Seller shall pay in full any and all contractors engaged by Seller to effect perform services on the transfer of Property at or before the Purchased Assets or Excluded Assets or the assumption of the Assumed Liabilities or Retained Liabilities pursuant to this Agreement Closing; (the “Foreign Closing Documents”), in each case duly executed by Parent and the Purchaser, v) to the extent applicable; (v) , a counterpart of the Cincinnati Lease, attached as Exhibit C hereto, evidencing the five (5)-year lease to the Purchaser of certain office space in Cincinnati, Ohio (the “Cincinnati Lease”), duly executed by Parent and the Purchaser; (vi) a counterpart of the Orlando Sublease attached as Exhibit D hereto, evidencing the five (5)-year sublease to the Purchaser of certain office space in Orlando, Florida (the “Orlando Sublease”), duly executed by Parent and the Purchaser; (vii) a counterpart of the Master Commercial Agreement attached as Exhibit E hereto, pursuant to which certain Seller Entities will provide to the IM Business Entities certain commercial services for a period of two (2) years (the “Master Commercial Agreement”), duly executed by the Purchaser and each Affiliate of the Purchaser named as a party thereto; (viii) a counterpart of the Intellectual Property Cross-License Agreement attached as Exhibit F hereto (the “IP License Agreement”), duly executed by Parent and the Purchaser; and (ix) a counterpart of the side letter regarding certain acknowledgments and reporting obligations attached as Exhibit G hereto (the “Reporting Letter”), duly excuted by Parent and the Purchaser. (b) At the Closing, the Seller shall deliver, or cause to be delivered, to the Purchaser the following: (i) certificates evidencing the Purchased Shares to the extent that the Purchased Shares are in certificate form (and if not in certificate form, such other appropriate instruments of transfer), duly endorsed in blank or with stock powers duly executed in proper form for transfer, and (without prejudice to Section 5.02(d)) with any required stock transfer stamps affixed thereto, in each case duly executed by the Seller or other Seller Entity, as applicable; (ii) a counterpart of the General Assignment and ▇B▇▇▇ of Sale duly executed with respect to any personal property on the Property owned by the Seller and the Foreign Closing Documents, in each case duly executed by the Seller or other Seller Entity, to the extent applicable; (iii) the certificates to be delivered pursuant to Section 6.02; (iv) a counterpart of the Transition Services Agreement duly executed by each Seller Entity named as a party thereto; (v) a counterpart of the Cincinnati Lease, duly executed by each Seller Entity named as a party thereto; Seller; (vi) Seller’s counterpart signature to a counterpart of the Orlando Sublease, duly executed by each Seller Entity named as a party thereto; closing statement; (vii) a Seller’s counterpart signature to an Assignment of Permits, Warranties/Guaranties, and General Intangibles, assigning such items to Buyer to the Master Commercial Agreementextent, duly executed by each Seller Entity named as a party thereto; if any, that such items might exist; (viii) a counterpart certificate restating Seller’s Representations and Warranties as of the IP License AgreementClosing Date to the extent they have not changed (i.e., duly executed by are no longer true) due to circumstances beyond Seller’s reasonable control and if any have changed due to circumstances beyond Seller’s reasonable control then it shall not be a default of Seller, but Buyer may terminate the Seller; Agreement and receive back the Deposit; (ix) a counterpart such documents as the Title Company may reasonably require, or as are Customary, including without limitation relating to authority of the Side Letter, duly executed by the Seller; ; (x) resignations or instruments effecting if obtained, the removalEstoppel(s), effective as of the Closing, of the directors and officers of IM Business Entities identified by the Purchaser within fifteen (15) Business Days following the date hereof from such directorships or officesincluding any applicable REA estoppel; and (xi) the Lease (including any and all lease-related documents including any guaranties); (xii) as-built plans and specifications, if any, relative to the Property and in the possession of or under the control of Seller; (xiii) all keys, passcodes, and the like, if there be any in Seller’s possession or under its control; (xiv) a so-called “tenant notification letter” signed by Seller as landlord, notifying Tenant of the sale and directing Tenant to send rents to Buyer going forward, which Buyer shall deliver to Tenant following the Purchaser Closing; (xv) insurance certificates; (xvi) if required by the deliverables set forth Title Company then a personal “GAP” undertaking of Seller; (xvii) a settlement statement in Section 6.01(e)of the form used by the title company, (xviii) any other closing documents or materials that may be referred to elsewhere in this AgreementAgreement and which are Seller’s obligation to provide, and (xix) such other documents as may be reasonable and Customary for sellers to deliver. Buyer shall deliver at Closing (i) a counterpart signature to all closing documents that are to be executed by both Seller and Buyer, including the closing statement; (ii) such authority and other documents as the Title Company may require; (iii) any other closing documents or materials that may be referred to elsewhere in this Agreement and which are Buyer’s obligation to provide; and (iv) such other documents as may be Customary for buyers to deliver. All documents that are to be drafted (i.e., documents other than Title Company forms, governmental forms, or other third-party drafted documents) shall be drafted by Seller and shall be in form reasonably acceptable to Seller and Buyer. All documents that affect title shall be in a form reasonably acceptable to the Title Company.

Closing Deliveries. (ai) At the Closing, the Purchaser Buyer shall deliver, or cause to be delivered, to Seller or the Seller (or one or more Seller Entities designated by the Seller) the following: (i) paymentEscrow Agent, by wire transfer(s) to one or more bank accounts designated in writing by the Seller (such designation to be made by the Seller at least five (5) Business Days prior to the Closing Date), in immediately available Dollars an amount equal to either (A) if the Estimated Adjustment Amount is zero or positive, the sum of the Base Purchase Price plus the Estimated Adjustment Amount, or (B) if the Estimated Adjustment Amount is negative, the Base Purchase Price minus the absolute value of the Estimated Adjustment Amount (the amount set forth in clause (A) or (B) as applicable, the “following, dated as of the Closing Purchase Price”)Date and executed for and on behalf of Parent or Buyer (as applicable) by a duly authorized officer thereof: (1) a certificate representing the Parent Share Consideration, less the Escrow Shares, registered in the name of Seller; (ii2) a certificate representing the certificates to be delivered pursuant to Section 6.03Escrow Shares, registered in the name of the Escrow Agent as nominee for Seller; (iii3) a counterpart one or more instruments of the Transition Services Agreement attached as Exhibit A hereto (the “Transition Services Agreement”)assignment and assumption, duly executed by Parent in customary form and the Purchasersubstance reasonably satisfactory to Buyer and Seller and their respective counsel; (iv4) a counterpart of the General Assignments any and Bills of Sale for the Purchased Assets, by and between the Seller and the Purchaser, attached as Exhibit B hereto (the “General Assignment and ▇▇▇▇ of Sale”), duly executed by Parent and the Purchaser, and with respect to jurisdictions outside the United States in which the Purchased Assets, Assumed Liabilities, Excluded Assets or Retained Liabilities are located, such bills of sale, stock powersall other instruments, certificates of title, deeds, assignments and other agreements contemplated by Article VII hereof or instruments of transfer (as Seller may reasonably request in a form that is consistent with the terms and conditions of this Agreement, and otherwise customary in such jurisdictions) as and order to effectively make Buyer responsible for all Assumed Liabilities pursuant hereto to the fullest extent necessary to effect the transfer of the Purchased Assets or Excluded Assets or the assumption of the Assumed Liabilities or Retained Liabilities pursuant to this Agreement (the “Foreign Closing Documents”), in each case duly executed permitted by Parent and the Purchaser, to the extent applicable; (v) a counterpart of the Cincinnati Lease, attached as Exhibit C hereto, evidencing the five (5)-year lease to the Purchaser of certain office space in Cincinnati, Ohio (the “Cincinnati Lease”), duly executed by Parent and the Purchaser; (vi) a counterpart of the Orlando Sublease attached as Exhibit D hereto, evidencing the five (5)-year sublease to the Purchaser of certain office space in Orlando, Florida (the “Orlando Sublease”), duly executed by Parent and the Purchaser; (vii) a counterpart of the Master Commercial Agreement attached as Exhibit E hereto, pursuant to which certain Seller Entities will provide to the IM Business Entities certain commercial services for a period of two (2) years (the “Master Commercial Agreement”), duly executed by the Purchaser and each Affiliate of the Purchaser named as a party thereto; (viii) a counterpart of the Intellectual Property Cross-License Agreement attached as Exhibit F hereto (the “IP License Agreement”), duly executed by Parent and the Purchaser; and (ix) a counterpart of the side letter regarding certain acknowledgments and reporting obligations attached as Exhibit G hereto (the “Reporting Letter”), duly excuted by Parent and the Purchaserapplicable law. (bii) At the Closing, the Seller shall deliver, or cause to be delivered, to the Purchaser Buyer the following, dated as of the Closing Date and executed for and on behalf of Seller by a duly authorized officer thereof: (i1) certificates evidencing the Purchased Shares to the extent that the Purchased Shares are in certificate form (and if not in certificate form, such other appropriate instruments of transfer), duly endorsed in blank or with stock powers duly executed in proper form for transfer, and (without prejudice to Section 5.02(d)) with any required stock transfer stamps affixed theretoa bill ▇▇ sale, in each case duly executed by the customary form and substance reasonably satisfactory to Buyer and Seller or other Seller Entity, as applicableand their respective counsel; (ii2) a counterpart of the General Assignment one or more instruments and ▇▇▇▇ of Sale duly executed by the assumption, in customary form and substance reasonably satisfactory to Buyer and Seller and the Foreign Closing Documents, in each case duly executed by the Seller or other Seller Entity, to the extent applicabletheir respective counsel; (iii3) the certificates an instrument of assignment of patents, in customary form and substance reasonably satisfactory to be delivered pursuant to Section 6.02Buyer and Seller and their respective counsel; (iv4) a counterpart an instrument of the Transition Services Agreement duly executed by each assignment of copyrights, in customary form and substance reasonably satisfactory to Buyer and Seller Entity named as a party theretoand their respective counsel; (v5) a counterpart an instrument of the Cincinnati Leaseassignment of trademarks, duly executed by each in customary form and substance reasonably satisfactory to Buyer and Seller Entity named as a party thereto; (vi) a counterpart of the Orlando Sublease, duly executed by each Seller Entity named as a party thereto; (vii) a counterpart of the Master Commercial Agreement, duly executed by each Seller Entity named as a party thereto; (viii) a counterpart of the IP License Agreement, duly executed by the Seller; (ix) a counterpart of the Side Letter, duly executed by the Seller; (x) resignations or instruments effecting the removal, effective as of the Closing, of the directors and officers of IM Business Entities identified by the Purchaser within fifteen (15) Business Days following the date hereof from such directorships or officestheir respective counsel; and (xi6) Seller shall deliver any and all other instruments, certificates and agreements contemplated by Article VII hereof or as Buyer may reasonably request in order to effectively transfer to Buyer all of the Purchased Assets pursuant hereto to the Purchaser the deliverables set forth in Section 6.01(e)of this Agreementfullest extent permitted by applicable law.

Closing Deliveries. (a) At the Closing, Seller will deposit with Escrow Agent the Purchaser shall deliverfollowing documents executed and acknowledged, or cause to be delivered, to the Seller (or one or more Seller Entities designated by the Seller) the following: (i) payment, by wire transfer(s) to one or more bank accounts designated in writing by the Seller (such designation to be made by the Seller at least five (5) Business Days prior to the Closing Date), in immediately available Dollars an amount equal to either (A) if the Estimated Adjustment Amount is zero or positive, the sum of the Base Purchase Price plus the Estimated Adjustment Amount, or (B) if the Estimated Adjustment Amount is negative, the Base Purchase Price minus the absolute value of the Estimated Adjustment Amount (the amount set forth in clause (A) or (B) as applicable, by the “Closing Purchase Price”); (ii) appropriate Seller Parties: the certificates to be delivered pursuant to Section 6.03; (iii) a counterpart of Deed; the Transition Services Agreement attached as Exhibit A hereto (the “Transition Services Agreement”), duly executed by Parent and the Purchaser; (iv) a counterpart of the General Assignments and Bills of Sale for the Purchased Assets, by and between the Seller and the Purchaser, attached as Exhibit B hereto (the “General Assignment and ▇▇▇▇ of Sale”); the Assignment and Assumption of Resident Agreements; the Assignment of Rights; a non-foreign affidavit substantially in the form attached hereto as Exhibit 6, duly executed by Parent and from (or in the Purchasercase of a entity disregarded as separate from its owner for federal income tax purposes, and with respect to) each Seller; a settlement statement; a proration worksheet (which shall have been provided to jurisdictions outside Purchaser in draft form not later than five (5) business days prior to Closing); terminations of the United States in which the Purchased AssetsMaster Leases, Assumed Liabilities, Excluded Assets or Retained Liabilities are located, such bills of sale, stock powers, certificates of title, deeds, assignments and other agreements or instruments of transfer (in a form and substance reasonably satisfactory to Purchaser; terminations of all existing management agreements with SunWest Management, Inc. or its affiliates relating to the Property; organizational documents and authorizing resolutions for the Seller; documentation acceptable to Purchaser that is consistent with no amounts are due as the terms result of any applicable bulk sales or non-resident withholding laws; and conditions of this Agreement, and otherwise customary such other items as Purchaser or its title company may reasonably require (including an owner’s affidavit in such jurisdictions) from as will permit Purchaser’s title company to delete exceptions for mechanics liens and parties in possession — other than residents under Resident Agreements — and a gap indemnity in such form as will permit the title company to release the Purchase Price to Seller prior to recording the applicable Conveyance Documents). At the Closing, Purchaser shall deposit with Escrow Agent an amount equal to the extent necessary adjusted Purchase Price (less the Deposit and other credits specifically set forth in the paragraph); executed counterparts of the Assignment of Resident Agreements and the Assignment of Rights; all escrow fees, real estate transfer taxes as required by statute or local ordinance relating to effect the transfer of the Purchased Assets Property from the Seller Parties to Purchaser, charges allocable to Purchaser’s financing for this transaction, the recording fee on the Deed, and its share of prorated items; and such other items as may be reasonably requested in order for Purchaser to comply with the terms of this Agreement. Purchaser shall also be responsible for any premiums, costs or Excluded Assets charges for title insurance, extended title coverage, endorsements, lender’s coverage, obtained by Purchaser or at Purchaser’s request and all other similar amounts. Seller shall pay its share of prorated items. All refundable deposits under the assumption of Resident Agreements, if any, shall be transferred to Purchaser at the Assumed Liabilities Closing, or Retained Liabilities shall be credited to Purchaser against the amount payable by Purchaser at Closing, at Seller’s option. Each Party shall pay its own attorneys’ fees. To the extent that transfer tax, documentary stamps, recordation tax or charges or title premiums are customarily paid by the Seller in the jurisdiction where a property is located, such cost shall be paid by Purchaser as aforesaid, but Purchaser shall receive a credit against the Purchase Price in an amount equal to such cost. Purchaser will be entitled to deduct and withhold from any amounts otherwise payable pursuant to this Agreement (to any Person such amounts as required under the “Foreign Closing Documents”), in each case duly executed by Parent and the Purchaser, to the extent applicable; (v) a counterpart Revenue Code or any other provision of the Cincinnati Lease, attached as Exhibit C hereto, evidencing the five (5)-year lease to the Purchaser of certain office space in Cincinnati, Ohio (the “Cincinnati Lease”), duly executed by Parent and the Purchaser; (vi) a counterpart of the Orlando Sublease attached as Exhibit D hereto, evidencing the five (5)-year sublease to the Purchaser of certain office space in Orlando, Florida (the “Orlando Sublease”), duly executed by Parent and the Purchaser; (vii) a counterpart of the Master Commercial Agreement attached as Exhibit E hereto, pursuant to which certain Seller Entities will provide to the IM Business Entities certain commercial services for a period of two (2) years (the “Master Commercial Agreement”), duly executed by the Purchaser and each Affiliate of the Purchaser named as a party thereto; (viii) a counterpart of the Intellectual Property Cross-License Agreement attached as Exhibit F hereto (the “IP License Agreement”), duly executed by Parent and the Purchaser; and (ix) a counterpart of the side letter regarding certain acknowledgments and reporting obligations attached as Exhibit G hereto (the “Reporting Letter”), duly excuted by Parent and the Purchaser. (b) At the Closing, the Seller shall deliver, or cause to be delivered, to the Purchaser the following: (i) certificates evidencing the Purchased Shares to tax law. To the extent that the Purchased Shares amounts are in certificate form (and if not in certificate formso withheld, such other appropriate instruments withheld amounts will be treated for all purposes hereof as having been paid to such Person in respect of transfer), duly endorsed in blank or with stock powers duly executed in proper form for transfer, which such deduction and (without prejudice to Section 5.02(d)) with any required stock transfer stamps affixed thereto, in each case duly executed by the Seller or other Seller Entity, as applicable; (ii) a counterpart of the General Assignment and ▇▇▇▇ of Sale duly executed by the Seller and the Foreign Closing Documents, in each case duly executed by the Seller or other Seller Entity, to the extent applicable; (iii) the certificates to be delivered pursuant to Section 6.02; (iv) a counterpart of the Transition Services Agreement duly executed by each Seller Entity named as a party thereto; (v) a counterpart of the Cincinnati Lease, duly executed by each Seller Entity named as a party thereto; (vi) a counterpart of the Orlando Sublease, duly executed by each Seller Entity named as a party thereto; (vii) a counterpart of the Master Commercial Agreement, duly executed by each Seller Entity named as a party thereto; (viii) a counterpart of the IP License Agreement, duly executed by the Seller; (ix) a counterpart of the Side Letter, duly executed by the Seller; (x) resignations or instruments effecting the removal, effective as of the Closing, of the directors and officers of IM Business Entities identified by the Purchaser within fifteen (15) Business Days following the date hereof from such directorships or offices; and (xi) Seller shall deliver to the Purchaser the deliverables set forth in Section 6.01(e)of this Agreementwithholding was made.

Closing Deliveries. (ai) At the Closing, the Purchaser Buyer shall deliver, or cause to be delivered, to Seller or the Seller (or one or more Seller Entities designated by the Seller) the following: (i) paymentEscrow Agent, by wire transfer(s) to one or more bank accounts designated in writing by the Seller (such designation to be made by the Seller at least five (5) Business Days prior to the Closing Date), in immediately available Dollars an amount equal to either (A) if the Estimated Adjustment Amount is zero or positive, the sum of the Base Purchase Price plus the Estimated Adjustment Amount, or (B) if the Estimated Adjustment Amount is negative, the Base Purchase Price minus the absolute value of the Estimated Adjustment Amount (the amount set forth in clause (A) or (B) as applicable, the “following, dated as of the Closing Purchase Price”)Date and executed for and on behalf of Parent or Buyer (as applicable) by a duly authorized officer thereof: (a) one or more instruments of assignment and assumption, in customary form and substance reasonably satisfactory to Buyer and Seller and their respective counsel; (iib) the certificates to be delivered pursuant to Section 6.03; (iii) a counterpart of the Transition Services Agreement attached as Exhibit A hereto (the “Transition Services Agreement”), duly executed by Parent any and the Purchaser; (iv) a counterpart of the General Assignments and Bills of Sale for the Purchased Assets, by and between the Seller and the Purchaser, attached as Exhibit B hereto (the “General Assignment and ▇▇▇▇ of Sale”), duly executed by Parent and the Purchaser, and with respect to jurisdictions outside the United States in which the Purchased Assets, Assumed Liabilities, Excluded Assets or Retained Liabilities are located, such bills of sale, stock powersall other instruments, certificates of title, deeds, assignments and other agreements contemplated by Article VII hereof or instruments of transfer (as Seller may reasonably request in a form that is consistent with the terms and conditions of this Agreement, and otherwise customary in such jurisdictions) as and order to effectively make Buyer responsible for all Assumed Liabilities pursuant hereto to the fullest extent necessary to effect the transfer of the Purchased Assets or Excluded Assets or the assumption of the Assumed Liabilities or Retained Liabilities pursuant to this Agreement (the “Foreign Closing Documents”), in each case duly executed permitted by Parent and the Purchaser, to the extent applicable; (v) a counterpart of the Cincinnati Lease, attached as Exhibit C hereto, evidencing the five (5)-year lease to the Purchaser of certain office space in Cincinnati, Ohio (the “Cincinnati Lease”), duly executed by Parent and the Purchaser; (vi) a counterpart of the Orlando Sublease attached as Exhibit D hereto, evidencing the five (5)-year sublease to the Purchaser of certain office space in Orlando, Florida (the “Orlando Sublease”), duly executed by Parent and the Purchaser; (vii) a counterpart of the Master Commercial Agreement attached as Exhibit E hereto, pursuant to which certain Seller Entities will provide to the IM Business Entities certain commercial services for a period of two (2) years (the “Master Commercial Agreement”), duly executed by the Purchaser and each Affiliate of the Purchaser named as a party thereto; (viii) a counterpart of the Intellectual Property Cross-License Agreement attached as Exhibit F hereto (the “IP License Agreement”), duly executed by Parent and the Purchaser; and (ix) a counterpart of the side letter regarding certain acknowledgments and reporting obligations attached as Exhibit G hereto (the “Reporting Letter”), duly excuted by Parent and the Purchaserapplicable law. (bii) At the Closing, the Seller shall deliver, or cause to be delivered, to the Purchaser Buyer the following, dated as of the Closing Date and executed for and on behalf of Seller by a duly authorized officer thereof: (i) certificates evidencing the Purchased Shares to the extent that the Purchased Shares are in certificate form (and if not in certificate form, such other appropriate instruments of transfer), duly endorsed in blank or with stock powers duly executed in proper form for transfer, and (without prejudice to Section 5.02(d)) with any required stock transfer stamps affixed thereto, in each case duly executed by the Seller or other Seller Entity, as applicable; (iia) a counterpart of the General Assignment and ▇▇▇▇ of Sale duly executed by the sale, in customary form and substance reasonably satisfactory to Buyer and Seller and the Foreign Closing Documents, in each case duly executed by the Seller or other Seller Entity, to the extent applicabletheir respective counsel; (iiib) the certificates one or more instruments and assumption, in customary form and substance reasonably satisfactory to be delivered pursuant to Section 6.02Buyer and Seller and their respective counsel; (ivc) a counterpart an instrument of the Transition Services Agreement duly executed by each assignment of Patents, in customary form and substance reasonably satisfactory to Buyer and Seller Entity named as a party theretoand their respective counsel; (vd) a counterpart an instrument of assignment of Copyrights, in customary form and substance reasonably satisfactory to Buyer and Seller and their respective counsel, and for each Product containing copyrightable work for which Seller has not registered the Copyright if any, an application, in customary form and substance reasonably satisfactory to Buyer and Seller and their respective counsel, to register such Copyright, along with the required extracts of the Cincinnati Lease, duly executed by each Seller Entity named as a party theretoProduct to accompany such application; (vie) a counterpart an instrument of the Orlando Subleaseassignment of Trademarks, duly executed by each in customary form and substance reasonably satisfactory to Buyer and Seller Entity named as a party thereto; (vii) a counterpart of the Master Commercial Agreement, duly executed by each Seller Entity named as a party thereto; (viii) a counterpart of the IP License Agreement, duly executed by the Seller; (ix) a counterpart of the Side Letter, duly executed by the Seller; (x) resignations or instruments effecting the removal, effective as of the Closing, of the directors and officers of IM Business Entities identified by the Purchaser within fifteen (15) Business Days following the date hereof from such directorships or officestheir respective counsel; and (xif) Seller shall deliver any and all other instruments, certificates and agreements contemplated by Article VII hereof or as Buyer may reasonably request in order to effectively transfer to Buyer all of the Purchased Assets pursuant hereto to the Purchaser the deliverables set forth in Section 6.01(e)of this Agreementfullest extent permitted by applicable law.

Closing Deliveries. (a) At On the ClosingClosing Date, the Purchaser Seller shall deliver, deliver or cause to be delivered: (a) A duly executed and acknowledged special warranty deed conveying the Land and the Improvements to Buyer in the form attached hereto as EXHIBIT F; (b) A duly executed quitclaim ▇▇▇▇ of sale conveying the Personal Property to Buyer in the form attached hereto as EXHIBIT G; (c) A duly executed assignment and assumption of the Leases and Tenant Deposits (the ASSIGNMENT OF LEASES) in the form attached hereto as EXHIBIT H; (d) A duly executed assignment and assumption of contracts and intangibles (the ASSIGNMENT OF CONTRACTS) conveying the Property Contracts and the Intangible Property, in the form attached hereto as EXHIBIT I; (e) A certificate or certificates of non-foreign status from Seller in the form attached hereto as EXHIBIT J; (f) Customary affidavits sufficient for the Escrow Agent to delete any exceptions for mechanics or materialmens liens and parties in possession from Buyers title policy and such other affidavits relating to such title policy as the Escrow Agent may reasonably request including lien waivers from the Broker (as hereinafter defined) and the property manager; (g) An updated Rent Roll (including a list of all delinquent, prepaid rents and Tenant Deposits) certified by the Seller as true and correct as of the Closing Date; (h) Such other instruments as Buyer, Lender or the Escrow Agent may reasonably request to effectuate the transactions contemplated by this Agreement including a duly executed Transfer Tax Declaration form; (i) A duly executed counterpart original of the closing statement setting forth the Purchase Price, the closing adjustments and the application of the Purchase Price as adjusted; (j) Evidence or documents as may reasonably be required by the Escrow Agent evidencing the status and capacity of Seller to sell the Property and the authority of the person or persons executing the various documents on behalf of Seller in connection with the sale of the Property; (k) Originals, or where unavailable, copies of all Property Contracts, Leases (with all amendments and modifications thereto), operating information, permits, warranties and financial information about the Property in Sellers possession or control relating to the Property; (l) All keys to all locks on the Property and similar items, to the Seller extent in Sellers possession; and (or one or more Seller Entities designated by m) The following documents with respect to the Seller) assignment and assumption of the followingExisting Loan: (i) payment, by wire transfer(s) to one or more bank accounts designated in writing by the Seller (such designation to be made by the Seller at least five (5) Business Days prior to the Closing Date), in immediately available Dollars an amount equal to either (A) if the Estimated Adjustment Amount is zero or positive, the sum Assignment and Assumption of the Base Purchase Price plus the Estimated Adjustment Amount, or (B) if the Estimated Adjustment Amount is negative, the Base Purchase Price minus the absolute value of the Estimated Adjustment Amount (the amount set forth in clause (A) or (B) as applicable, the “Closing Purchase Price”)Mortgage; (ii) the certificates to be delivered pursuant to Section 6.03Assignment of Assignment of Leases and Rents; (iii) a counterpart UCC-3 Assignments of the Transition Services Agreement attached as Exhibit A hereto (the “Transition Services Agreement”), duly executed by Parent and the Purchaser;Financing Statements; and (iv) a counterpart Written approval of Lender to the assignment to Buyer of the General Assignments and Bills of Sale for the Purchased Assets, by and between the Seller and the Purchaser, attached as Exhibit B hereto (the “General Assignment and ▇▇▇▇ of Sale”), duly executed by Parent and the Purchaser, and with respect Existing Loan to jurisdictions outside the United States in which the Purchased Assets, Assumed Liabilities, Excluded Assets or Retained Liabilities are located, such bills of sale, stock powers, certificates of title, deeds, assignments and other agreements or instruments of transfer (in a form that is consistent with the terms and conditions of this Agreement, and otherwise customary in such jurisdictions) as and to the extent necessary to effect the transfer of the Purchased Assets or Excluded Assets or the assumption of the Assumed Liabilities or Retained Liabilities pursuant to this Agreement (the “Foreign Closing Documents”), in each case duly executed by Parent and the Purchaser, to the extent applicable; (v) a counterpart of the Cincinnati Lease, attached as Exhibit C hereto, evidencing the five (5)-year lease to the Purchaser of certain office space in Cincinnati, Ohio (the “Cincinnati Lease”), duly executed by Parent and the Purchaser; (vi) a counterpart of the Orlando Sublease attached as Exhibit D hereto, evidencing the five (5)-year sublease to the Purchaser of certain office space in Orlando, Florida (the “Orlando Sublease”), duly executed by Parent and the Purchaser; (vii) a counterpart of the Master Commercial Agreement attached as Exhibit E hereto, pursuant to which certain Seller Entities will provide to the IM Business Entities certain commercial services for a period of two (2) years (the “Master Commercial Agreement”), duly executed by the Purchaser and each Affiliate of the Purchaser named as a party thereto; (viii) a counterpart of the Intellectual Property Cross-License Agreement attached as Exhibit F hereto (the “IP License Agreement”), duly executed by Parent and the Purchaser; and (ix) a counterpart of the side letter regarding certain acknowledgments and reporting obligations attached as Exhibit G hereto (the “Reporting Letter”), duly excuted by Parent and the PurchaserBuyer. (b) At the Closing, the Seller shall deliver, or cause to be delivered, to the Purchaser the following: (i) certificates evidencing the Purchased Shares to the extent that the Purchased Shares are in certificate form (and if not in certificate form, such other appropriate instruments of transfer), duly endorsed in blank or with stock powers duly executed in proper form for transfer, and (without prejudice to Section 5.02(d)) with any required stock transfer stamps affixed thereto, in each case duly executed by the Seller or other Seller Entity, as applicable; (ii) a counterpart of the General Assignment and ▇▇▇▇ of Sale duly executed by the Seller and the Foreign Closing Documents, in each case duly executed by the Seller or other Seller Entity, to the extent applicable; (iii) the certificates to be delivered pursuant to Section 6.02; (iv) a counterpart of the Transition Services Agreement duly executed by each Seller Entity named as a party thereto; (v) a counterpart of the Cincinnati Lease, duly executed by each Seller Entity named as a party thereto; (vi) a counterpart of the Orlando Sublease, duly executed by each Seller Entity named as a party thereto; (vii) a counterpart of the Master Commercial Agreement, duly executed by each Seller Entity named as a party thereto; (viii) a counterpart of the IP License Agreement, duly executed by the Seller; (ix) a counterpart of the Side Letter, duly executed by the Seller; (x) resignations or instruments effecting the removal, effective as of the Closing, of the directors and officers of IM Business Entities identified by the Purchaser within fifteen (15) Business Days following the date hereof from such directorships or offices; and (xi) Seller shall deliver to the Purchaser the deliverables set forth in Section 6.01(e)of this Agreement.

Closing Deliveries. (a) At On or before the ClosingClosing Date, the Purchaser shall deliver, or cause to be delivered, Company will deliver to the Seller (or one or more Seller Entities designated by the Seller) Dealer Managers the following: (a) a legal opinion dated as of the Closing Date from Canadian counsel to TimberWest in form reasonably satisfactory to the Dealer Managers and their counsel; (b) a legal opinion dated as of the Closing Date from U.S. counsel to TimberWest as to the filing and effectiveness of the Registration Statement in customary form; (c) a certificate or certificates dated the Closing Date and signed on behalf of TimberWest by the Chief Executive Officer and the Chief Financial Officer of TimberWest or such other officers of TimberWest acceptable to the Dealer Managers, acting reasonably, addressed to the Dealer Managers certifying for and on behalf of TimberWest (and without personal liability) after having made due enquiry and after having carefully examined the Prospectus, including all documents incorporated by reference that: (i) paymentsince the respective dates as of which information is given in the Prospectus as amended by any Prospectus Amendment (A) there has been no material change (actual, anticipated, contemplated or threatened, whether financial or otherwise) in the business, affairs, operations, assets, liabilities (contingent or otherwise) or capital of TimberWest and its subsidiaries on a consolidated basis, and (B) no transaction has been entered into by wire transfer(sany of TimberWest or its subsidiaries which is material to TimberWest and its subsidiaries on a consolidated basis, other than as disclosed in the Prospectus or any Prospectus Amendment, as the case may be; (ii) no order, ruling or determination having the effect of suspending the sale or ceasing the trading of the Debentures or Stapled Units or any other securities of TimberWest has been issued by any regulatory authority and no proceedings for that purpose have been instituted or are pending or, to one the knowledge of such officers, contemplated or more bank accounts designated threatened under any of the Canadian Securities Laws or by any regulatory authority; (iii) TimberWest has duly complied with the terms, conditions and covenants of this Agreement on its part to be complied with up until the Closing Time; and (iv) the representations and warranties of TimberWest contained in writing this Agreement are true and correct in all material respects as of the Closing Time as if made as of such date (except for such representations and warranties which refer to or are made as of another specified date, in which case such representations and warranties will have been true and correct in all material respects as of that date and except as affected by transactions, changes, conditions, events or circumstances contemplated by this Agreement and the Investment Agreement); (d) a bringdown letter from the external auditors of the Company dated the Closing Date updating the comfort letter referred to in Section 6(a)(iv) above to the Closing Time, such letter to be in form and substance satisfactory to the Dealer Managers and their counsel, provided that such letter shall be based on a review by the Seller (such designation to be made by the Seller at least five (5) auditors having a “cut-off date” no earlier than two Business Days prior to the Closing Date), in immediately available Dollars an amount equal to either (A) if the Estimated Adjustment Amount is zero or positive, the sum of the Base Purchase Price plus the Estimated Adjustment Amount, or (B) if the Estimated Adjustment Amount is negative, the Base Purchase Price minus the absolute value of the Estimated Adjustment Amount (the amount set forth in clause (A) or (B) as applicable, the “Closing Purchase Price”); (ii) the certificates to be delivered pursuant to Section 6.03; (iii) a counterpart of the Transition Services Agreement attached as Exhibit A hereto (the “Transition Services Agreement”), duly executed by Parent and the Purchaser; (iv) a counterpart of the General Assignments and Bills of Sale for the Purchased Assets, by and between the Seller and the Purchaser, attached as Exhibit B hereto (the “General Assignment and ▇▇▇▇ of Sale”), duly executed by Parent and the Purchaser, and with respect to jurisdictions outside the United States in which the Purchased Assets, Assumed Liabilities, Excluded Assets or Retained Liabilities are located, such bills of sale, stock powers, certificates of title, deeds, assignments and other agreements or instruments of transfer (in a form that is consistent with the terms and conditions of this Agreement, and otherwise customary in such jurisdictions) as and to the extent necessary to effect the transfer of the Purchased Assets or Excluded Assets or the assumption of the Assumed Liabilities or Retained Liabilities pursuant to this Agreement (the “Foreign Closing Documents”), in each case duly executed by Parent and the Purchaser, to the extent applicable; (v) a counterpart of the Cincinnati Lease, attached as Exhibit C hereto, evidencing the five (5)-year lease to the Purchaser of certain office space in Cincinnati, Ohio (the “Cincinnati Lease”), duly executed by Parent and the Purchaser; (vi) a counterpart of the Orlando Sublease attached as Exhibit D hereto, evidencing the five (5)-year sublease to the Purchaser of certain office space in Orlando, Florida (the “Orlando Sublease”), duly executed by Parent and the Purchaser; (vii) a counterpart of the Master Commercial Agreement attached as Exhibit E hereto, pursuant to which certain Seller Entities will provide to the IM Business Entities certain commercial services for a period of two (2) years (the “Master Commercial Agreement”), duly executed by the Purchaser and each Affiliate of the Purchaser named as a party thereto; (viii) a counterpart of the Intellectual Property Cross-License Agreement attached as Exhibit F hereto (the “IP License Agreement”), duly executed by Parent and the Purchaser; and (ixe) a counterpart evidence as to compliance by the Company with all conditions precedent to the issuance of the side letter regarding certain acknowledgments and reporting obligations attached as Exhibit G hereto (the “Reporting Letter”), duly excuted by Parent and the PurchaserDebentures. (b) At the Closing, the Seller shall deliver, or cause to be delivered, to the Purchaser the following: (i) certificates evidencing the Purchased Shares to the extent that the Purchased Shares are in certificate form (and if not in certificate form, such other appropriate instruments of transfer), duly endorsed in blank or with stock powers duly executed in proper form for transfer, and (without prejudice to Section 5.02(d)) with any required stock transfer stamps affixed thereto, in each case duly executed by the Seller or other Seller Entity, as applicable; (ii) a counterpart of the General Assignment and ▇▇▇▇ of Sale duly executed by the Seller and the Foreign Closing Documents, in each case duly executed by the Seller or other Seller Entity, to the extent applicable; (iii) the certificates to be delivered pursuant to Section 6.02; (iv) a counterpart of the Transition Services Agreement duly executed by each Seller Entity named as a party thereto; (v) a counterpart of the Cincinnati Lease, duly executed by each Seller Entity named as a party thereto; (vi) a counterpart of the Orlando Sublease, duly executed by each Seller Entity named as a party thereto; (vii) a counterpart of the Master Commercial Agreement, duly executed by each Seller Entity named as a party thereto; (viii) a counterpart of the IP License Agreement, duly executed by the Seller; (ix) a counterpart of the Side Letter, duly executed by the Seller; (x) resignations or instruments effecting the removal, effective as of the Closing, of the directors and officers of IM Business Entities identified by the Purchaser within fifteen (15) Business Days following the date hereof from such directorships or offices; and (xi) Seller shall deliver to the Purchaser the deliverables set forth in Section 6.01(e)of this Agreement.

Closing Deliveries. (a) At the Closing, the Purchaser following actions shall deliverbe taken, or cause to all of which will be delivered, to the Seller (or deemed taken simultaneously and no one or more Seller Entities designated by the Seller) the followingof which will be deemed completed until all have been completed: (ia) payment, by wire transfer(s) to one or more bank accounts designated in writing by the Seller (such designation to be made by the Seller at least five (5) Business Days prior to the Closing Date), in immediately available Dollars an amount equal to either (A) if the Estimated Adjustment Amount is zero or positive, the sum of the Base The Purchase Price plus the Estimated Adjustment Amount, or (B) if the Estimated Adjustment Amount is negative, the Base Purchase Price minus the absolute value of the Estimated Adjustment Amount (the amount set forth shall be paid to Seller in clause (A) or (B) as applicable, the “Closing Purchase Price”); (ii) the certificates to be delivered pursuant to accordance with Section 6.03; (iii) a counterpart of the Transition Services Agreement attached as Exhibit A hereto (the “Transition Services Agreement”), duly executed by Parent and the Purchaser; (iv) a counterpart of the General Assignments and Bills of Sale for the Purchased Assets, by and between the Seller and the Purchaser, attached as Exhibit B hereto (the “General Assignment and ▇▇▇▇ of Sale”), duly executed by Parent and the Purchaser, and with respect to jurisdictions outside the United States in which the Purchased Assets, Assumed Liabilities, Excluded Assets or Retained Liabilities are located, such bills of sale, stock powers, certificates of title, deeds, assignments and other agreements or instruments of transfer (in a form that is consistent with the terms and conditions of this Agreement, and otherwise customary in such jurisdictions) as and to the extent necessary to effect the transfer of the Purchased Assets or Excluded Assets or the assumption of the Assumed Liabilities or Retained Liabilities pursuant to this Agreement (the “Foreign Closing Documents”), in each case duly executed by Parent and the Purchaser, to the extent applicable; (v) a counterpart of the Cincinnati Lease, attached as Exhibit C hereto, evidencing the five (5)-year lease to the Purchaser of certain office space in Cincinnati, Ohio (the “Cincinnati Lease”), duly executed by Parent and the Purchaser; (vi) a counterpart of the Orlando Sublease attached as Exhibit D hereto, evidencing the five (5)-year sublease to the Purchaser of certain office space in Orlando, Florida (the “Orlando Sublease”), duly executed by Parent and the Purchaser; (vii) a counterpart of the Master Commercial Agreement attached as Exhibit E hereto, pursuant to which certain Seller Entities will provide to the IM Business Entities certain commercial services for a period of two (2) years (the “Master Commercial Agreement”), duly executed by the Purchaser and each Affiliate of the Purchaser named as a party thereto; (viii) a counterpart of the Intellectual Property Cross-License Agreement attached as Exhibit F hereto (the “IP License Agreement”), duly executed by Parent and the Purchaser; and (ix) a counterpart of the side letter regarding certain acknowledgments and reporting obligations attached as Exhibit G hereto (the “Reporting Letter”), duly excuted by Parent and the Purchaser3. (b) At The Deeds for each Owned Property shall be executed and delivered to Buyer. (c) Buyer and Seller shall execute and deliver an Assignment and Assumption of Lease for each Leased Property. (d) Buyer and Seller shall execute and deliver an Assignment and Assumption of Sublease for each Sublease encumbering the Closing, Properties. (e) An affidavit of the Seller under FIRPTA shall deliver, or cause be delivered to be delivered, to the Purchaser the following:Buyer. (i) certificates evidencing the Purchased Shares to the extent that the Purchased Shares are in certificate form (and if not in certificate form, such other appropriate instruments of transfer), duly endorsed in blank or with stock powers duly executed in proper form for transfer, and (without prejudice to Section 5.02(d)) with any required stock transfer stamps affixed thereto, in each case duly executed by the Seller or other Seller Entity, as applicable; (ii) a counterpart of the General Assignment and ▇▇▇▇ of Sale duly executed by the Seller and the Foreign Closing Documents, in each case duly executed by the Seller or other Seller Entity, to the extent applicable; (iii) the certificates to be delivered pursuant to Section 6.02; (iv) a counterpart of the Transition Services Agreement duly executed by each Seller Entity named as a party thereto; (v) a counterpart of the Cincinnati Lease, duly executed by each Seller Entity named as a party thereto; (vi) a counterpart of the Orlando Sublease, duly executed by each Seller Entity named as a party thereto; (vii) a counterpart of the Master Commercial Agreement, duly executed by each Seller Entity named as a party thereto; (viii) a counterpart of the IP License Agreement, duly executed by the Seller; (ix) a counterpart of the Side Letter, duly executed by the Seller; (x) resignations or instruments effecting the removal, effective as of the Closing, of the directors and officers of IM Business Entities identified by the Purchaser within fifteen (15) Business Days following the date hereof from such directorships or offices; and (xif) Seller shall deliver to Buyer the Purchaser original counterparts or true copies of the deliverables set forth Leases assigned by Seller to Buyer and assumed by Buyer pursuant to the Assignment and Assumption of Leases delivered under clause (c) above (or copies thereof certified to be true and correct by Seller) and the original counterparts of the Subleases assigned by Seller to Buyer and assumed by Buyer pursuant to the Assignment and Assumption of Subleases delivered under clause (d) above (or copies thereof certified to be true and correct by Seller). (g) Seller shall deliver to Buyer estoppel certificates from at least twenty-six (26) of the Franchisees, in Section 6.01(e)of this Agreementthe form attached hereto as Exhibit C and the balance of the estoppel certificates, if any, may be delivered by Seller, in the form attached hereto as Exhibit D ("Seller's Estoppel Certificate"), if Seller, after using reasonable efforts, is unable to obtain such estoppel certificates from the Franchisees by the Closing Date. (h) Seller shall deliver to Buyer estoppel certificates from Burger King Corporation with respect to the Leased Properties, in form attached hereto as Exhibit E. (i) Seller shall deliver the originals (if any, and to the extent in Seller's possession) of all agreements, plans, drawings, surveys, technical descriptions, warranties and licenses or permits affecting the Properties. (j) Any and all documents, affidavits and agreements reasonably required by the Title Insurer to enable it to issue the Title Policies shall be delivered by Buyer and Seller, respectively.

Closing Deliveries. (a) At On the ClosingClosing Date, the Purchaser Seller shall deliver, deliver or cause to be delivered, : (a) The Deed duly executed and acknowledged; (b) A duly executed quitclaim bill of sale and general assignment conveying the Personal Pro▇▇▇▇y and the Intangible Property to Buyer; (c) A duly executed assignment and assumption of the Leases and Tenant Deposits (the "ASSIGNMENT OF LEASES"); (d) A duly executed assignment and assumption of Property Contracts being assumed (the "ASSIGNMENT OF CONTRACTS"); (e) A certificate of non-foreign status from Seller; (f) Customary affidavits sufficient for the Escrow Agent to delete any exceptions for mechanic's or materialmen's liens and parties in possession from Buyer's title policy and such other affidavits relating to such title policy as the Escrow Agent may reasonably request; (g) An updated Rent Roll (including a list if all delinquent and prepaid rents) certified by the Seller as true and correct as of the Closing Date; (h) Such other instruments as Buyer or one or more Seller Entities designated the Escrow Agent may reasonably request to effectuate the transactions contemplated by the Seller) the following:this Agreement; (i) payment, by wire transfer(s) to one or more bank accounts designated in writing by A duly executed counterpart original of the Seller (such designation to be made by closing statement setting forth the Seller at least five (5) Business Days prior to the Closing Date), in immediately available Dollars an amount equal to either (A) if the Estimated Adjustment Amount is zero or positivePurchase Price, the sum closing adjustments and the application of the Base Purchase Price plus the Estimated Adjustment Amount, or (B) if the Estimated Adjustment Amount is negative, the Base Purchase Price minus the absolute value of the Estimated Adjustment Amount (the amount set forth in clause (A) or (B) as applicable, the “Closing Purchase Price”)adjusted; (iij) Evidence or documents as may reasonably be required by the certificates Escrow Agent evidencing the status and capacity of Seller to be delivered pursuant to Section 6.03sell the Property and the authority of the person or persons executing the various documents on behalf of Seller in connection with the sale of the Property; (iiik) a counterpart Originals, or where unavailable, copies of the Transition Services Agreement attached as Exhibit A hereto all Property Contracts, Leases (the “Transition Services Agreement”with all amendments and modifications thereto), duly executed by Parent operating information, permits, warranties and financial information about the PurchaserProperty in Seller's possession or control relating to the Property; (ivl) a counterpart of All keys to all locks on the General Assignments Property and Bills of Sale for the Purchased Assets, by and between the Seller and the Purchaser, attached as Exhibit B hereto (the “General Assignment and ▇▇▇▇ of Sale”), duly executed by Parent and the Purchaser, and with respect to jurisdictions outside the United States in which the Purchased Assets, Assumed Liabilities, Excluded Assets or Retained Liabilities are located, such bills of sale, stock powers, certificates of title, deeds, assignments and other agreements or instruments of transfer (in a form that is consistent with the terms and conditions of this Agreement, and otherwise customary in such jurisdictions) as and to the extent necessary to effect the transfer of the Purchased Assets or Excluded Assets or the assumption of the Assumed Liabilities or Retained Liabilities pursuant to this Agreement (the “Foreign Closing Documents”), in each case duly executed by Parent and the Purchasersimilar items, to the extent applicablein Seller's possession; (vm) a counterpart All documents reasonably required to effect the assignment and assumption of the Cincinnati LeaseExisting Loan, attached as Exhibit C hereto, evidencing the five (5)-year lease in form and substance reasonably acceptable to the Purchaser of certain office space in Cincinnati, Ohio (the “Cincinnati Lease”), duly executed by Parent parties and the Purchaseracceptable to Lender; (vin) a counterpart To the extent required, documents for the transfer of telephone, electric, water and sewer, and gas utilities, as may be required by the Orlando Sublease attached as Exhibit D hereto, evidencing the five (5)-year sublease to the Purchaser of certain office space in Orlando, Florida (the “Orlando Sublease”), duly executed by Parent and the Purchaserutility; (viio) a counterpart A satisfactory and valid written termination of the Master Commercial Agreement attached as Exhibit E hereto, pursuant to which certain Seller Entities will provide to the IM Business Entities certain commercial services for a period of two (2) years (the “Master Commercial Agreement”), duly management agreement executed by the Purchaser existing management and each Affiliate of rental agent for the Purchaser named as a party thereto; (viii) a counterpart of the Intellectual Property Cross-License Agreement attached as Exhibit F hereto (the “IP License Agreement”), duly executed by Parent and the PurchaserProperty; and (ixp) a counterpart of the side letter regarding certain acknowledgments and reporting obligations The form attached hereto as Exhibit G hereto (the “Reporting Letter”), duly excuted by Parent and the Purchaser. (b) At the Closing, the Seller shall deliver, or cause to be delivered, to the Purchaser the following: (i) certificates evidencing the Purchased Shares to the extent that the Purchased Shares are in certificate form (and if not in certificate form, such other appropriate instruments Disclosure of transfer), duly endorsed in blank or with stock powers duly executed in proper form for transfer, and (without prejudice to Section 5.02(d)) with any required stock transfer stamps affixed thereto, in each case Information on Lead-Based Paint and/or Lead-Based Paint Hazards duly executed by the Seller or other Seller Entity, as applicable; (ii) a counterpart of the General Assignment and ▇▇▇▇ of Sale duly executed by the Seller and the Foreign Closing Documents, in each case duly executed by the Seller or other Seller Entity, to the extent applicable; (iii) the certificates to be delivered pursuant to Section 6.02; (iv) a counterpart of the Transition Services Agreement duly executed by each Seller Entity named as a party thereto; (v) a counterpart of the Cincinnati Lease, duly executed by each Seller Entity named as a party thereto; (vi) a counterpart of the Orlando Sublease, duly executed by each Seller Entity named as a party thereto; (vii) a counterpart of the Master Commercial Agreement, duly executed by each Seller Entity named as a party thereto; (viii) a counterpart of the IP License Agreement, duly executed by the Seller; (ix) a counterpart of the Side Letter, duly executed by the Seller; (x) resignations or instruments effecting the removal, effective as of the Closing, of the directors and officers of IM Business Entities identified by the Purchaser within fifteen (15) Business Days following the date hereof from such directorships or offices; and (xi) Seller shall deliver to the Purchaser the deliverables set forth in Section 6.01(e)of this Agreement.

Closing Deliveries. (a) At the Closing, the Purchaser Seller shall execute and deliver, or cause to be executed and delivered, to the Seller (or one or more Seller Entities designated by the Seller) the followingBuyer: (i) paymentduly executed copies of all consents and approvals required for the consummation of the transactions contemplated by this Agreement and the Related Agreements and to permit the Buyer to acquire all of the Purchased Assets without violating any Contract, by wire transfer(s) to one Lease or more bank accounts designated in writing by License of the Seller (such designation or any Laws, including, without limitation, Environmental Laws, Environmental Permits and any other requirement of any Governmental or Regulatory Authority. Additionally, any financing statement terminations shall have been filed as necessary to be made by the Seller at least five (5) Business Days prior remove any Liens applicable to the Closing Date), in immediately available Dollars an amount equal to either (A) if the Estimated Adjustment Amount is zero or positive, the sum of the Base Purchase Price plus the Estimated Adjustment Amount, or (B) if the Estimated Adjustment Amount is negative, the Base Purchase Price minus the absolute value of the Estimated Adjustment Amount (the amount set forth in clause (A) or (B) as applicable, the “Closing Purchase Price”)Real Property; (ii) (A) a commitment for title policies issued by Beaumont Title Company on First American Title Insurance Company (the certificates "Title Company") with respect to the Real Property, insuring title of the Real Property (and specifically insuring as an insured parcel any easements benefiting the Real Property) to be delivered pursuant in the Buyer as of the Closing Date, subject only to Section 6.03those exceptions approved by the Buyer in writing and (B) legible (to the extent reasonably possible) copies of the title exception documents referenced in the commitments with respect thereto. At the Closing the Sellers shall provide to the Buyer an Owner's Policy of Title Insurance (the "Owner's Policy"), in Texas standard form (Form T-1), together with a mortgagee's policy (the "Mortgagee Policy") in favor of the Royal Bank of Canada, as administrative agent with such endorsements as are reasonably requested (the Owner's Policy and the Mortgagee's Policy being referred to herein collectively as, the "Title Policies"), issued by the Title Company insuring the Real Property (and specifically insuring as an insured parcel any easements benefiting the Real Property), subject only to those exceptions approved by the Buyer in writing, in the aggregate amount of $25,500,000. Seller shall be responsible for the payment of all costs and expenses associated the Owner's Policy. Buyer shall be responsible for the payment of the cost of the Mortgagee Policy. The Seller shall pay for the cost of the policy premiums and any endorsements required by the Buyer. The Seller shall deliver to the Buyer and the Title Company any further affidavits, agreements, current survey(s) and assurances necessary to issue the Title Policies; (iii) a counterpart current survey of the Transition Services Agreement attached as Exhibit A hereto (Real Property made on the “Transition Services Agreement”), duly executed ground by Parent and a registered professional land surveyor in a form reasonably acceptable to the PurchaserBuyer; (iv) a counterpart of the General Assignments and Bills of Sale for the Purchased Assetsall consents, by and between the Seller and the Purchaser, attached as Exhibit B hereto (the “General Assignment and ▇▇▇▇ of Sale”), duly executed by Parent and the Purchaser, and with respect approvals and/or waivers necessary to jurisdictions outside the United States in which the Purchased Assets, Assumed Liabilities, Excluded Assets assign or Retained Liabilities are located, such bills of sale, stock powers, certificates of title, deeds, assignments and other agreements or instruments of transfer (in a form that is consistent with the terms and conditions of this Agreement, and otherwise customary in such jurisdictions) as and to the extent necessary to effect the transfer Buyer any and all assignable or transferable Licenses, Environmental Permits or other permissions of the Purchased Assets Governmental or Excluded Assets or the assumption of the Assumed Liabilities or Retained Liabilities pursuant to this Agreement (the “Foreign Closing Documents”), in each case duly executed by Parent and the Purchaser, to the extent applicableRegulatory Authorities; (v) a counterpart certification of the Cincinnati Lease, attached Seller's non-foreign status as Exhibit C hereto, evidencing the five (5)-year lease to the Purchaser of certain office space set forth in Cincinnati, Ohio (the “Cincinnati Lease”Treasury Regulation Section 1.1445-2(b), duly executed by Parent and the Purchaser; (vi) a counterpart the documents contemplated by Section 1.10 of the Orlando Sublease attached as Exhibit D hereto, evidencing the five (5)-year sublease to the Purchaser of certain office space in Orlando, Florida (the “Orlando Sublease”), duly executed by Parent and the Purchaserthis Agreement; (vii) a counterpart estoppel letters in the form attached hereto as Exhibit G from each of the Master Commercial Agreement attached as Exhibit E hereto, pursuant to which certain Seller Entities will provide to the IM Business Entities certain commercial services for a period of two (2) years (the “Master Commercial Agreement”tenants listed on Schedule 1.11(a)(vii), duly executed by the Purchaser and each Affiliate of the Purchaser named as a party thereto; (viii) a counterpart written instrument in form and substance acceptable to Buyer pursuant to which ▇▇▇▇▇▇▇ ▇▇▇▇▇ Business Financial Services, Inc. terminates and releases all liens and security interests granted to it by Seller and authorizes the filing of all UCC-3 termination statements which may be necessary or appropriate to evidence such termination and release without any further action on the Intellectual Property Cross-License Agreement attached as Exhibit F hereto (the “IP License Agreement”)part of ▇▇▇▇▇▇▇ ▇▇▇▇▇ Business Financial Services, duly executed by Parent and the Purchaser; andInc; (ix) a counterpart written instrument in form and substance acceptable to Buyer pursuant to which ▇▇▇▇ Nitrogen International Sarl terminates and releases that certain Deed of Trust dated November 14, 2000, recorded under County Clerk's File No. 2000043048 (Official Records of Real Property, Jefferson County, Texas) and authorizes the filing of all UCC-3 termination statements which may be necessary or appropriate to evidence such termination and release without any further action on the part of ▇▇▇▇ Nitrogen International Sarl; (x) the ▇▇▇ Tank Repair Escrow Agreement, the Port ▇▇▇▇▇▇ Tank Escrow Agreement and the ▇▇▇▇ ▇▇▇▇ Escrow Agreement; (xi) resolutions of the side letter regarding certain acknowledgments and reporting obligations attached as Exhibit G hereto (the “Reporting Letter”), duly excuted by Parent board of directors and the Purchasershareholders of the Seller authorizing the transactions described herein and in the Related Agreements; (xii) a certificate executed by Seller to the effect that, except as otherwise stated in the certificate, each of Seller's representations and warranties contained herein is true, complete and accurate in all respects as of the Closing Date as if made on the Closing Date and that Seller has complied with all of its covenants to be performed hereunder prior to Closing; and (xiii) such further instruments and documents, normal and customary for transactions such as those contemplated by this Agreement, as may be reasonably required for the Buyer to consummate the transactions contemplated hereby, including, without limitation, certificates issued by the appropriate Governmental or Regulatory Authorities in the Seller's jurisdiction of incorporation, certifying the valid existence and good standing of the appropriate Seller. (b) At the Closing, the Seller ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ shall execute and deliver, or cause to be executed and delivered, to the Purchaser Buyer, the followingNoncompetition Agreement, in the form attached hereto as Exhibit H (the "Noncompetition Agreement"); (c) At the Closing, the Buyer shall execute and deliver, or cause to be executed and delivered: (i) certificates evidencing the Purchased Shares Purchase Price to the extent that the Purchased Shares are in certificate form (and if not in certificate form, such other appropriate instruments of transfer), duly endorsed in blank or with stock powers duly executed in proper form for transfer, and (without prejudice to Section 5.02(d)) with any required stock transfer stamps affixed thereto, in each case duly executed by the Seller or other Seller Entity, as applicableSeller; (ii) a counterpart of the General Assignment and Noncompetition Agreement to ▇▇▇▇▇▇▇ of Sale duly executed by the Seller and the Foreign Closing Documents, in each case duly executed by the Seller or other Seller Entity, to the extent applicable▇. ▇▇▇▇▇▇▇▇; (iii) resolutions of the certificates to be delivered pursuant to Section 6.02general partner of the Buyer authorizing the transactions described herein and in the Related Agreements; (iv) a counterpart certificate executed by Buyer to the effect that, except as otherwise stated in the certificate, each of Buyer's representations and warranties contained herein is true, complete and accurate in all respects as of the Transition Services Agreement duly executed by each Seller Entity named Closing Date as a party thereto;if made on the Closing Date and that Buyer has complied with all of its covenants to be performed hereunder prior to Closing; and (v) a counterpart of the Cincinnati Leasesuch further instruments and documents, duly executed normal and customary for transactions such as those contemplated by each Seller Entity named as a party thereto; (vi) a counterpart of the Orlando Sublease, duly executed by each Seller Entity named as a party thereto; (vii) a counterpart of the Master Commercial this Agreement, duly executed by each as may be reasonably required for the Seller Entity named as a party thereto; (viii) a counterpart of or the IP License Agreement, duly executed by Shareholders to consummate the Seller; (ix) a counterpart of the Side Letter, duly executed by the Seller; (x) resignations or instruments effecting the removal, effective as of the Closing, of the directors and officers of IM Business Entities identified by the Purchaser within fifteen (15) Business Days following the date hereof from such directorships or offices; and (xi) Seller shall deliver to the Purchaser the deliverables set forth in Section 6.01(e)of this Agreementtransactions contemplated hereby.

Closing Deliveries. (a) At the Closing, the Purchaser shall deliver, or cause to be delivered, to the Seller (or one or more Seller Entities designated by the Seller) the following: (i) payment, by wire transfer(s) to one or more bank accounts designated in writing by the Seller (such designation to be made by the Seller at least five (5) Business Days prior to the Closing Date), in immediately available Dollars an amount equal to either (A) if the Estimated Adjustment Amount is zero or positive, the sum of the Base Purchase Price plus the Estimated Adjustment Amount, or (B) if the Estimated Adjustment Amount is negative, the Base Purchase Price minus the absolute value of the Estimated Adjustment Amount (the amount set forth in clause (A) or (B) as applicable, the “Closing Purchase Price”); (ii) the certificates to be delivered pursuant to Section 6.03; (iii) a counterpart of the Transition Services Agreement attached as Exhibit A hereto (the “Transition Services Agreement”), duly executed by Parent and the Purchaser; (iv) a counterpart of the General Assignments and Bills of Sale for the Purchased Assets, by and between the Seller and the Purchaser, attached as Exhibit B hereto (the “General Assignment and ▇▇▇▇ of Sale”), duly executed by Parent and the Purchaser, and with respect to jurisdictions outside the United States in which the Purchased Assets, Assumed Liabilities, Excluded Assets or Retained Liabilities are located, such bills of sale, stock powers, certificates of title, deeds, assignments and other agreements or instruments of transfer (in a form that is consistent with the terms and conditions of this Agreement, and otherwise customary in such jurisdictions) as and to the extent necessary to effect the transfer of the Purchased Assets or Excluded Assets or the assumption of the Assumed Liabilities or Retained Liabilities pursuant to this Agreement (the “Foreign Closing Documents”), in each case duly executed by Parent and the Purchaser, to the extent applicable; (v) a counterpart of the Cincinnati Lease, attached as Exhibit C hereto, evidencing the five (5)-year lease to the Purchaser of certain office space in Cincinnati, Ohio (the “Cincinnati Lease”), duly executed by Parent and the Purchaser; (vi) a counterpart of the Orlando Sublease attached as Exhibit D hereto, evidencing the five (5)-year sublease to the Purchaser of certain office space in Orlando, Florida (the “Orlando Sublease”), duly executed by Parent and the Purchaser; (vii) a counterpart of the Master Commercial Agreement attached as Exhibit E hereto, pursuant to which certain Seller Entities will provide to the IM Business Entities certain commercial services for a period of two (2) years (the “Master Commercial Agreement”), duly executed by the Purchaser and each Affiliate of the Purchaser named as a party thereto; (viii) a counterpart of the Intellectual Property Cross-License Agreement attached as Exhibit F hereto (the “IP License Agreement”), duly executed by Parent and the Purchaser; and (ix) a counterpart of the side letter regarding certain acknowledgments and reporting obligations attached as Exhibit G hereto (the “Reporting Letter”), duly excuted by Parent and the Purchaser. (b) 7.2.1 At the Closing, the Seller shall deliver, deliver or cause to be delivered, delivered to the Purchaser the followingPurchaser: 7.2.1 (ia) certificates evidencing copies of the resolutions of the board of directors and shareholders of the Seller, authorizing and approving the transactions contemplated by this Agreement and the Ancillary Agreements certified by the company secretary or a director of the Seller to be true and complete and in full force and effect and unmodified as of the Closing; 7.2.1 (b) a deed of assignments in respect of all Purchased Shares to Intellectual Property in the extent that form of Exhibit F (the Purchased Shares are in certificate form (and if not in certificate form, such other appropriate instruments of transfer), “IP Assignments”) duly endorsed in blank or with stock powers duly executed in proper form for transfer, and (without prejudice to Section 5.02(d)) with any required stock transfer stamps affixed thereto, in each case duly stamped executed by the Seller or its Affiliates and the originals of all prior deeds of assignment and other documents pursuant to which the Seller Entity, as applicableor its Affiliate has derived its title to the Purchased Intellectual Property; 7.2.1 (c) for the Aurangabad Facility: (i) a sale deed in form and substance reasonably acceptable to the Purchaser (the “Aurangabad Deed”) duly stamped and executed by the Seller in favor of the Purchaser, conveying the whole of the right, title and interest of the Seller in each parcel of the Aurangabad Facility (excluding the Aurangabad Leased Portion) to the Purchaser, free and clear of all Encumbrances; and any novations, assignments and Consents as may be necessary to transfer such right, title and interest to the Purchaser; (ii) a counterpart notarized copy of the General Assignment title deed to the Aurangabad Facility (excluding the Aurangabad Leased Portion) from which Seller has derived its title to the Aurangabad Facility (excluding the Aurangabad Leased Portion); and ▇▇▇▇ (iii) a lease deed and any novations, assignments and Consents as may be necessary to transfer the right, title and interest in the Aurangabad Leased Portion in favour of Sale the Purchaser in form and substance reasonably acceptable to the Purchaser (the “Aurangabad Lease Deed”) duly stamped and executed by the Seller and the Foreign Closing Documentsapplicable third party to the lease Contract; 7.2.1 (d) for the Sholinganallur Facility: (i) a sale deed in form and substance reasonably acceptable to the Purchaser (the “Sholinganallur Deed,” and collectively with the Aurangabad Deed and the Aurangabad Lease Deed, in each case the “Deeds”) duly stamped and executed by the Seller or other in favor of the Purchaser, conveying the whole of the right, title and interest of the Seller Entity, in each parcel of the Sholinganallur Facility to the extent applicablePurchaser, free and clear of all Encumbrances; and any novations, assignments and Consents as may be necessary to transfer such right, title and interest to [***] Indicates that text has been omitted which is the subject of a confidential treatment request. This text has been separately filed with the SEC. the Purchaser; and (ii) a notarized copy of the title deed to the Sholinganallur Facility from which the Seller has derived its title to the Sholinganallur Facility; 7.2.1 (iiie) for each Contract listed on Clause 9.13.1 of the certificates Seller Disclosure Schedule, such documents, including novations and Consents, as may be necessary to be delivered pursuant to Section 6.02transfer the rights and obligations of the Seller under such Contracts; 7.2.1 (ivf) a counterpart of the Transition Services Agreement duly executed by each Seller Entity named as a party thereto; (v) a counterpart of the Cincinnati Lease, duly executed by each Seller Entity named as a party thereto; (vi) a counterpart of the Orlando Sublease, duly executed by each Seller Entity named as a party thereto; (vii) a counterpart of the Master Commercial Agreement, duly executed by each Seller Entity named as a party thereto; (viii) a counterpart of the IP License Agreement, duly stamped and executed by the Seller; (ix) a counterpart of the Side Letter, duly executed by the Seller; (x) resignations or instruments effecting the removal, effective as of the Closing, of the directors and officers of IM Business Entities identified by the Purchaser within fifteen (15) Business Days following the date hereof from such directorships or offices; and (xi) Seller shall deliver to the Purchaser the deliverables set forth in Section 6.01(e)of this Agreement.

Closing Deliveries. In addition to any other documents to be delivered or other conditions to be satisfied or obligations to be performed under other provisions of this Agreement, at or prior to Closing: (a) At the Closing, the Purchaser Seller shall deliver, have delivered or cause to be delivered, to the Seller otherwise provided (or one caused to have been delivered or more Seller Entities designated by the Sellerotherwise provided) the following: to Buyer: (i) payment, by wire transfer(s) to one or more bank accounts designated in writing by the Seller (such designation to be made by ▇▇▇▇ of Sale and Assignment and Assumption Agreement for all the Seller at least five (5) Business Days prior to the Closing Date)Acquired Assets and Assumed Liabilities, in immediately available Dollars an amount equal to either (A) if the Estimated Adjustment Amount is zero or positive, the sum of the Base Purchase Price plus the Estimated Adjustment Amount, or (B) if the Estimated Adjustment Amount is negative, the Base Purchase Price minus the absolute value of the Estimated Adjustment Amount (the amount set forth in clause (A) or (B) as applicable, the “Closing Purchase Price”); (ii) the certificates to be delivered pursuant to Section 6.03; (iii) a counterpart of the Transition Services Agreement attached as Exhibit A hereto form and substance agreed upon by Buyer and Seller (the “Transition Services ▇▇▇▇ of Sale and Assignment and Assumption Agreement”), duly executed by Parent Seller; (ii) an assignment of all Intellectual Property Rights and the Purchaser; (iv) a counterpart Licensed Rights, if any, and separate assignment of the General Assignments all registered Intellectual Property Rights, if any, in form and Bills of Sale for the Purchased Assets, substance agreed upon by Buyer and between the Seller and the Purchaser, attached as Exhibit B hereto (the “General Assignment and ▇▇▇▇ of Sale”)Seller, duly executed by Parent and the Purchaser, and with respect to jurisdictions outside the United States Seller; (iii) for each interest in which the Purchased Assets, Assumed Liabilities, Excluded Assets or Retained Liabilities are located, such bills of sale, stock powers, certificates of title, deeds, assignments and other agreements or instruments of transfer (in Leased Real Property either a form that is consistent with the terms and conditions of this Agreement, and otherwise customary in such jurisdictions) as and to the extent necessary to effect the transfer of the Purchased Assets or Excluded Assets or the assumption of the Assumed Liabilities or Retained Liabilities pursuant to this Agreement new lease (the “Foreign Closing DocumentsNew Leases”) or a real estate transition services agreement (the “RE Transition Services Agreement”), in each case duly case, in form and substance agreed upon by Buyer and Seller and executed by Parent Seller and the Purchaserrespective Lessors of the Leased Real Property; (iv) customary pay-off letters for all Indebtedness secured by any Encumbrance on the Acquired Assets, to evidencing the extent applicable; total pay-off amounts thereof (the “Loan Payoff Amount”) and indicating the release, upon payment of the Loan Payoff Amount, of all such Encumbrances; (v) a counterpart of the Cincinnati Lease, attached as Exhibit C hereto, evidencing the five (5)-year lease signature page to the Purchaser of certain office space Stockholders Agreement, executed by Seller; (vi) the escrow agreement in Cincinnati, Ohio form and substance agreed upon by Buyer and Seller (the “Cincinnati LeaseEscrow Agreement”), duly executed by Parent Seller and the Purchaser; (vi) a counterpart of the Orlando Sublease attached as Exhibit D hereto, evidencing the five (5)-year sublease to the Purchaser of certain office space in Orlando, Florida (the “Orlando Sublease”), duly executed by Parent and the Purchaser; Buyer; (vii) a counterpart of the Master Commercial Agreement attached as Exhibit E heretocertificate, pursuant to which certain and in the form described in Treasury Regulations Section 1.1445-2(b)(2), certifying that Seller Entities will provide is not a foreign person within the meaning of Code Sections 1445 and 897 (a “FIRPTA Certificate”); provided, that notwithstanding anything to the IM Business Entities certain commercial services contrary in this Agreement, if Buyer does not obtain a FIRPTA Certificate from Seller, Buyer shall be entitled to proceed with the Closing and withhold from the Gross Consideration (and any adjustment thereto) otherwise payable to Seller the appropriate amounts required to be withheld pursuant to Code Section 1445; (viii) a certificate of the Secretary (or equivalent thereof) of Seller certifying, as complete and accurate as of the Closing, attached copies of the Governing Documents of Seller, certifying and attaching all requisite resolutions or actions of Seller’s board of directors and equity holders approving the execution and delivery of this Agreement, the documents delivered hereby, the consummation of the Contemplated Transactions and the change of name contemplated by Section 7.8, and certifying to the incumbency and signatures of the officers of Seller executing this Agreement and any other document relating to the Contemplated Transactions, accompanied by the requisite documents for a period amending the relevant Governing Documents of two Seller required to effect such change of name in form sufficient for filing with the appropriate Governmental Body; (2ix) years (the “Master Commercial Agreement”Consents and Governmental Authorizations set forth in Schedule 2.7(a)(ix), duly executed by the Purchaser and each Affiliate applicable Governmental Body or other Third Party; (x) certificates dated as of the Purchaser named as a party thereto; (viii) a counterpart of the Intellectual Property Cross-License Agreement attached as Exhibit F hereto (the “IP License Agreement”), duly executed by Parent and the Purchaser; and (ix) a counterpart of the side letter regarding certain acknowledgments and reporting obligations attached as Exhibit G hereto (the “Reporting Letter”), duly excuted by Parent and the Purchaser. (b) At the Closing, the Seller shall deliver, or cause to be delivered, date not earlier than ten calendar days prior to the Purchaser the following: (i) certificates evidencing the Purchased Shares Closing as to the extent that the Purchased Shares are in certificate form (and if not in certificate formgood standing of Seller, such other appropriate instruments of transfer), duly endorsed in blank or with stock powers duly executed in proper form for transfer, and (without prejudice to Section 5.02(d)) with any required stock transfer stamps affixed thereto, in each case duly executed by the Seller or other Seller Entity, as applicable; (ii) a counterpart appropriate officials of the General Assignment state where Seller is organized and each jurisdiction in which Seller is licensed or qualified to do business as a foreign corporation or entity as specified in Schedule 3.1(a); (xi) employment agreements in form and substance agreed upon by Buyer and Seller and Owners and executed by ▇▇. ▇▇▇▇▇▇ of Sale duly executed by and ▇▇. ▇▇▇▇▇▇▇▇▇▇▇ respectively (the “Employment Agreements”); (xii) evidence satisfactory to Buyer that Seller has terminated all Current Employees; and the Foreign Closing Documents, in each case duly executed by the Seller or other Seller Entity, to the extent applicable; (iii) the certificates to be delivered pursuant to Section 6.02; (ivxiii) a counterpart certificate, dated the Closing Date and signed by a duly authorized officer of Seller, that each of the Transition Services Agreement duly executed by each Seller Entity named as a party thereto; (v) a counterpart of the Cincinnati Lease, duly executed by each Seller Entity named as a party thereto; (vi) a counterpart of the Orlando Sublease, duly executed by each Seller Entity named as a party thereto; (vii) a counterpart of the Master Commercial Agreement, duly executed by each Seller Entity named as a party thereto; (viii) a counterpart of the IP License Agreement, duly executed by the Seller; (ix) a counterpart of the Side Letter, duly executed by the Seller; (x) resignations or instruments effecting the removal, effective as of the Closing, of the directors and officers of IM Business Entities identified by the Purchaser within fifteen (15) Business Days following the date hereof from such directorships or offices; and (xi) Seller shall deliver to the Purchaser the deliverables conditions set forth in Section 6.01(e)of this AgreementSections 6.2(a) and (b) have been satisfied.

Closing Deliveries. 10.2.1 At Closing hereunder, Seller shall deliver to Purchaser (aor to Escrow Agent for the benefit of Purchaser): (1) At A good and sufficient special warranty deed duly executed and acknowledged by Seller conveying the Closing, Property to Purchaser; (2) An assignment and assumption of all of the Purchaser shall deliver, or cause to be delivered, service and maintenance contracts applicable to the Seller Property in a form reasonably acceptable to Purchaser (or one or more Seller Entities designated by the Seller) “Assignment and Assumption of Contracts”), assigning to Purchaser all service, maintenance and other contracts applicable to the following: (i) payment, by wire transfer(s) to one or more bank accounts designated Property and continuing in writing by force in accordance with the Seller respective terms thereof after the Closing Date (such designation assignment to be made by contain mutual indemnification provisions for obligations under the respective service, maintenance and other contracts, with Seller at least five (5) Business Days indemnifying Purchaser for matters occurring prior to the Closing Date and with Purchaser indemnifying Seller for matters occurring from and after the Closing Date); provided, in immediately available Dollars an amount equal however, that, at the time of settlement, any and all property management agreements between Seller and any property manager shall, at the election of Seller or Purchaser, be terminated by Seller effective on or before the Closing Date, and provided further that Seller shall not be obligated to either (A) if assign to Purchaser any such contract which, by its terms, cannot be assigned or which cannot be assigned without the Estimated Adjustment Amount is zero or positive, the sum consent of the Base Purchase Price plus the Estimated Adjustment Amount, or other party thereto if Purchaser has not obtained such party’s consent; (B3) if the Estimated Adjustment Amount is negative, the Base Purchase Price minus the absolute value An assignment and assumption of all of the Estimated Adjustment Amount leases applicable to the Property in a form reasonably acceptable to Purchaser (the amount set forth in clause “Assignment and Assumption of Leases”), assigning to Purchaser all leases and other occupancy agreements applicable to the Property (A) or (B) as applicable, such assignment to contain mutual indemnification provisions for obligations under the “respective leases with Seller indemnifying Purchaser for matters occurring prior to the Closing Purchase Price”Date and with Purchaser indemnifying Seller for matters occurring from and after the Closing Date); (ii4) A sworn statement of Seller made under oath and under penalties of perjury that such party is not a “Foreign Person” and containing such information as shall be required by Internal Revenue Code Section 1445(b)(2) and the certificates regulations issued thereunder, such statement to be delivered pursuant in a form acceptable to Section 6.03; (iii) a counterpart of the Transition Services Agreement attached as Exhibit A hereto (the “Transition Services Agreement”), duly executed by Parent and the Purchaser; (iv5) a counterpart A certification that Seller’s representations and warranties provided in Section 8 hereof are accurate and complete as of the General Assignments and Bills date of Sale for the Purchased Assets, by and between the Seller and the Purchaser, attached as Exhibit B hereto (the “General Assignment and ▇▇▇▇ of Sale”), duly executed by Parent and the Purchaser, and with respect to jurisdictions outside the United States Closing in which the Purchased Assets, Assumed Liabilities, Excluded Assets or Retained Liabilities are located, such bills of sale, stock powers, certificates of title, deeds, assignments and other agreements or instruments of transfer (in a form that is consistent with the terms and conditions of this Agreement, and otherwise customary in such jurisdictions) as and to the extent necessary to effect the transfer of the Purchased Assets or Excluded Assets or the assumption of the Assumed Liabilities or Retained Liabilities pursuant to this Agreement (the “Foreign Closing Documents”), in each case duly executed by Parent and the Purchaser, to the extent applicableall material respects; (v6) a counterpart of the Cincinnati Lease, attached Such customary affidavits as Exhibit C hereto, evidencing the five (5)-year lease to the Purchaser of certain office space in Cincinnati, Ohio (the “Cincinnati Lease”), duly executed by Parent and the Purchaser; (vi) a counterpart of the Orlando Sublease attached as Exhibit D hereto, evidencing the five (5)-year sublease to the Purchaser of certain office space in Orlando, Florida (the “Orlando Sublease”), duly executed by Parent and the Purchaser; (vii) a counterpart of the Master Commercial Agreement attached as Exhibit E hereto, pursuant to which certain Seller Entities will provide to the IM Business Entities certain commercial services for a period of two (2) years (the “Master Commercial Agreement”), duly executed by the Purchaser and each Affiliate of the Purchaser named as a party thereto; (viii) a counterpart of the Intellectual Property Cross-License Agreement attached as Exhibit F hereto (the “IP License Agreement”), duly executed by Parent and the Purchaser’s title company shall reasonably require; and (ix7) a counterpart of the side letter regarding certain acknowledgments and reporting obligations attached as Exhibit G hereto (the “Reporting Letter”), duly excuted Any other documents reasonably required by Parent and the Purchaserthis Contract. 10.2.2 At Closing hereunder, Purchaser shall deliver to Seller (b) At or to Escrow Agent for the Closing, the Seller shall deliver, or cause to be delivered, to the Purchaser the following:benefit of Seller): (i1) certificates evidencing the Purchased Shares to the extent that the Purchased Shares are in certificate form (and if not in certificate form, such other appropriate instruments of transfer), duly endorsed in blank or with stock powers duly executed in proper form for transfer, and (without prejudice to Section 5.02(d)) with any required stock transfer stamps affixed thereto, in each case duly executed by the Seller or other Seller Entity, as applicableThe Purchase Price; (ii2) a counterpart of the General The Assignment and ▇▇▇▇ Assumption of Sale duly executed by the Seller and the Foreign Closing Documents, in each case duly executed by the Seller or other Seller Entity, to the extent applicableContracts; (iii3) the certificates to be delivered pursuant to Section 6.02; (iv) a counterpart The Assignment and Assumption of the Transition Services Agreement duly executed by each Seller Entity named as a party thereto; (v) a counterpart of the Cincinnati Lease, duly executed by each Seller Entity named as a party thereto; (vi) a counterpart of the Orlando Sublease, duly executed by each Seller Entity named as a party thereto; (vii) a counterpart of the Master Commercial Agreement, duly executed by each Seller Entity named as a party thereto; (viii) a counterpart of the IP License Agreement, duly executed by the Seller; (ix) a counterpart of the Side Letter, duly executed by the Seller; (x) resignations or instruments effecting the removal, effective as of the Closing, of the directors and officers of IM Business Entities identified by the Purchaser within fifteen (15) Business Days following the date hereof from such directorships or officesLeases; and (xi4) Seller shall deliver to the Purchaser the deliverables set forth A certification that Purchaser’s representations and warranties provided in Section 6.01(e)of 9 hereof are accurate and complete as of the date of Closing in all material respects; and (5) Any other documents reasonably required by this AgreementContract.

Closing Deliveries. (a) Subject to Section 19(b) below, the closing (“Closing”) shall take place on or before June 25, 2008, at the offices of the Title Company, or on such other date as may be agreed to in writing by both Seller and Buyer (“Closing Date”). (b) At the Closing, the Purchaser Seller shall deliver, or cause deliver to be delivered, to the Seller Buyer (or one or more Seller Entities designated by the SellerTitle Company, as appropriate) the following, and it shall be a condition to Buyer’s obligation to close that Seller shall have delivered the same to Buyer: (i1) paymentA Special Warranty Deed (“Deed”) conveying the RS Property and the Mineral Estate to Buyer, by wire transfer(s) to one or more bank accounts designated in writing by the Seller (such designation to be made by the Seller at least five (5) Business Days prior to the Closing Date), in immediately available Dollars an amount equal to either (A) if the Estimated Adjustment Amount is zero or positive, the sum including a conveyance without warranty of the Base Purchase Price plus the Estimated Adjustment Amount, or (B) if the Estimated Adjustment Amount is negative, the Base Purchase Price minus the absolute value of the Estimated Adjustment Amount (the amount set forth in clause (A) or (B) as applicable, the “Closing Purchase Price”); (ii) the certificates to be delivered pursuant to Section 6.03; (iii) a counterpart of the Transition Services Agreement attached as Exhibit A hereto (the “Transition Services Agreement”)Parking Easements, duly executed and acknowledged by Parent Seller and substantially in the Purchaser;form of Exhibit C, subject to the Permitted Encumbrances. (iv2) a counterpart Two (2) original counterparts of the General Assignments an Assignment of Warranties and Bills Permits and ▇▇▇▇ of Sale for the Purchased Assets, by and between the Seller and the Purchaser, attached as Exhibit B hereto (the “General Assignment and ▇▇▇▇ of Sale”) assigning and conveying the Personal Property, Contracts and Intangible Personal Property to Buyer, substantially in the form of Exhibit D, duly executed by Seller. (3) The Title Company’s irrevocable commitment to issue a TLTA Owner Policy of Title Insurance (“Owner Policy”) to Buyer, at Seller’s expense, insuring that, upon Closing, Buyer is the owner of indefeasible fee simple title to the RS Property and the owner of Seller’s rights under the Parking Easements subject only to the Permitted Encumbrances and the standard printed exceptions included in a Texas Standard Form Owner Policy of Title Insurance, and containing, at Buyer’s expense, such endorsements as requested by Buyer. Without limiting the generality of the foregoing, the printed form exception for restrictive covenants must be deleted unless one or more restrictive covenants are included among the Permitted Encumbrances; there must be no exception for rights of parties in possession except Seller as tenant under the Lease and any other tenants disclosed in the Lease or the Confidential Information (as defined in the Confidentiality Agreement, and the standard exception for taxes must read: “Standby fees, taxes and assessments by any taxing authority for the year 2008 and subsequent years, and subsequent taxes and assessments by any taxing authority for prior years due to change in land usage or ownership.” Seller and Buyer agree that the Owner Policy shall be issued in the amount of $100,000 and may be combined into the Owner Policy being issued under the Lot 1 Contract. (4) An original Certificate executed by the secretary of Seller (or appropriate authorized officer) containing resolutions authorizing the sale of the Property pursuant to this Agreement. (5) An original incumbency certificate for Seller. (6) Original good standing certificates for Seller from the Delaware and Texas Secretaries of State. (7) True and correct copies of all documents (to the extent in Seller’s possession) evidencing or relating to any of the Intangible Personal Property. Buyer acknowledges that some or all of such documents may be delivered to Buyer after Closing. (8) Possession and occupancy of the Real Property, subject to the Permitted Encumbrances and the Lease (as amended in accordance with Section 18). (9) Four (4) original counterparts of a closing statement (the “Closing Statement”) for the purchase and sale of the Property, in form and substance reasonably acceptable to Buyer and Seller. (10) Immediately available funds via wire transfer in the amount of $2,250,000.00 (such amount being the difference between the purchase price under the Lot 1 Contract and the amount of $235,000,000.00 which Buyer is paying towards the purchase price under the Lot 1 Contract) (“Seller’s Additional Consideration”). (11) Seller’s affidavit setting forth its U.S. Taxpayer Identification Number, its office address, and its statement that it is not a “foreign person” as defined in Internal Revenue Code §1445(f)(3), as amended. (12) Four (4) original counterparts of the Amended and Restated Lease, duly executed by Seller. (13) An original Memorandum of Amended and Restated Lease (as defined in Section 18 below), duly executed and acknowledged by Seller. (14) An estoppel certificate executed by Seller in connection with the Lease in the form attached hereto as Exhibit E. (15) An original Memorandum of Option (as defined in Section 20 below) and an original Termination of Option (as defined in Section 20 below), which shall be held in escrow pursuant to Section 20 below, duly executed and acknowledged by Seller. (16) An original Escrow Agreement (as defined in Section 20 below), duly executed by Parent Seller. (17) All other instruments and documents reasonably required by the Title Company to issue the Owner Policy and/or to effectuate this Agreement and the Purchasertransactions contemplated hereby. (c) At Closing, Buyer shall deliver to Seller (or the Title Company, as appropriate) the following, and with respect it shall be a condition to jurisdictions outside Seller’s obligation to close that Buyer shall have delivered the United States in which the Purchased Assets, Assumed Liabilities, Excluded Assets or Retained Liabilities are located, such bills of sale, stock powers, certificates of title, deeds, assignments and other agreements or instruments of transfer (in a form that is consistent with the terms and conditions of this Agreement, and otherwise customary in such jurisdictions) as and same to the extent necessary to effect the transfer of the Purchased Assets or Excluded Assets or the assumption of the Assumed Liabilities or Retained Liabilities pursuant to this Agreement (the “Foreign Closing Documents”), in each case duly executed by Parent and the Purchaser, to the extent applicable;Seller: (v1) a counterpart of the Cincinnati Lease, attached as Exhibit C hereto, evidencing the five (5)-year lease to the Purchaser of certain office space in Cincinnati, Ohio (the “Cincinnati Lease”), duly executed by Parent and the Purchaser; (vi) a counterpart of the Orlando Sublease attached as Exhibit D hereto, evidencing the five (5)-year sublease to the Purchaser of certain office space in Orlando, Florida (the “Orlando Sublease”), duly executed by Parent and the Purchaser; (vii) a counterpart of the Master Commercial Agreement attached as Exhibit E hereto, pursuant to which certain Seller Entities will provide to the IM Business Entities certain commercial services for a period of two Two (2) years (the “Master Commercial Agreement”), duly executed by the Purchaser and each Affiliate original counterparts of the Purchaser named as a party thereto; (viii) a counterpart of the Intellectual Property Cross-License Agreement attached as Exhibit F hereto (the “IP License Agreement”), duly executed by Parent and the Purchaser; and (ix) a counterpart of the side letter regarding certain acknowledgments and reporting obligations attached as Exhibit G hereto (the “Reporting Letter”), duly excuted by Parent and the Purchaser. (b) At the Closing, the Seller shall deliver, or cause to be delivered, to the Purchaser the following: (i) certificates evidencing the Purchased Shares to the extent that the Purchased Shares are in certificate form (and if not in certificate form, such other appropriate instruments of transfer), duly endorsed in blank or with stock powers duly executed in proper form for transfer, and (without prejudice to Section 5.02(d)) with any required stock transfer stamps affixed thereto, in each case duly executed by the Seller or other Seller Entity, as applicable; (ii) a counterpart of the General Assignment and ▇▇▇▇ of Sale Sale, duly executed by the Seller and the Foreign Closing Documents, in each case duly executed by the Seller or other Seller Entity, to the extent applicable;Seller. (iii2) Four (4) original counterparts of the certificates to be delivered pursuant to Section 6.02;Closing Statement. (iv3) a counterpart Four (4) original counterparts of the Transition Services Agreement duly executed by each Seller Entity named as a party thereto; (v) a counterpart of the Cincinnati Amended and Restated Lease, duly executed by each Seller Entity named as a party thereto;Buyer. (vi4) a counterpart An original Memorandum of the Orlando SubleaseAmended and Restated Lease, duly executed and acknowledged by each Seller Entity named as a party thereto;Buyer. (vii5) a counterpart An original Memorandum of the Master Commercial Option and an original Termination of Option, duly executed and acknowledged by Buyer. (6) A Texas Sales and Use Tax Exemption Certification as required by Section 1(a)(iv) executed by Buyer. (7) An original Escrow Agreement, duly executed by each Seller Entity named as a party thereto;Buyer. (viii) a counterpart of the IP License Agreement, duly executed 8) All other instruments and documents reasonably required by the Seller; (ix) a counterpart of Title Company to effectuate this Agreement and the Side Letter, duly executed by the Seller; (x) resignations or instruments effecting the removal, effective as of the Closing, of the directors and officers of IM Business Entities identified by the Purchaser within fifteen (15) Business Days following the date hereof from such directorships or offices; and (xi) Seller shall deliver to the Purchaser the deliverables set forth in Section 6.01(e)of this Agreementtransactions contemplated hereby.

Closing Deliveries. The obligation of LaSalle to fund the initial Loans and issue the initial Letter of Credit (aif any) At the Closing, the Purchaser shall deliver, or cause to be delivered, is subject to the Seller (satisfaction or one waiver on or more Seller Entities designated by before the Seller) Closing Date of the followingfollowing conditions precedent: (i) paymentCompletion by LaSalle to its sole satisfaction of its review of the fiscal 2001 audited consolidated financial statements of the Borrower and management prepared interim financial statements (including individual and consolidated balance sheets, cash flow statements and profit and loss statements) as at February 28, 2002 with respect to the Borrower, and of a consolidated current opening balance sheet of the Borrower, and any other information and material requested by wire transfer(s) LaSalle to one or more bank accounts designated ensure that, among other things, no changes have occurred that would result in writing an amendment to any of the financial forecasts and other information provided by the Seller (such designation Borrower to be made by LaSalle, and that the Seller at least five (5) Business Days prior to the Closing Date), in immediately available Dollars an amount equal to either (A) if the Estimated Adjustment Amount Borrower is zero or positive, the sum of the Base Purchase Price plus the Estimated Adjustment Amount, or (B) if the Estimated Adjustment Amount is negative, the Base Purchase Price minus the absolute value of the Estimated Adjustment Amount (the amount set forth in clause (A) or (B) as applicable, the “Closing Purchase Price”);solvent and has sufficient capital. (ii) No material adverse change in LaSalle's understanding of the certificates facts and information presented to be delivered pursuant it by the Borrower or others on the Borrower's behalf has occurred and no material litigation or claims (in the sole judgment of LaSalle) with respect to Section 6.03;any aspect of Borrower's or any other Loan Party's business or assets shall have occurred. (iii) a counterpart LaSalle shall have received, in form and substance satisfactory to it in its absolute discretion, each of the Transition Services Agreement security documents, agreements, opinions, reports, approvals, consents, certificates and other documents set forth on the closing document list attached hereto as Exhibit A hereto (the “Transition Services Agreement”SCHEDULE 11(a)(iii), duly executed by Parent including without limitation evidence of all registrations as required and confirmation of its first priority lien, charge and security interest in the Purchaser;Collateral (subject only to Permitted Liens). (iv) Since December 31, 2001, no event shall have occurred which has had or could be expected to have a counterpart Material Adverse Effect with respect to the Borrower or the Guarantor, as determined by LaSalle in its sole discretion. (v) LaSalle shall have received payment in full of all fees and expenses payable to it by the Borrower, including, without limitation, legal fees and expenses incurred by LaSalle in connection with this Agreement and the consummation of the General Assignments transactions contemplated hereby, on or before the Closing Date. (vi) LaSalle shall have determined that immediately after giving effect to (A) the making of the initial Revolving Loans requested to be made on the Closing Date, (B) the issuance of the initial Letter of Credit, if any, on the Closing Date, and Bills (C) the payment or reimbursement by the Borrower of Sale LaSalle for all closing costs and expenses incurred in connection with the Purchased Assetstransactions contemplated hereby, by and between on a pro forma basis Excess Availability shall not be less than Seven Hundred Fifty Thousand Canadian Dollars (Cdn. $750,000). (vii) LaSalle shall have received evidence of repayment of all of the Seller Borrower's and the PurchaserGuarantor's indebtedness owing to creditors other than the Borrower's indebtedness to unsecured trade creditors incurred in the normal course of business and on normal payment terms and other than indebtedness to those creditors which LaSalle has agreed may continue as creditors of the Borrower or the Guarantor after the Closing Date (which creditors include those holding Permitted Liens). (viii) No request of the Minister of National Revenue for payment pursuant to Section 224(1.1), attached or any successor section, of the Income Tax Act (Canada) shall have been received by LaSalle in respect of Borrower. (ix) LaSalle shall have received a Borrowing Base Certificate as Exhibit B hereto at May 16, 2002, together with a certificate from an Authorized Officer of the Borrower (the “General Assignment "CLOSING CERTIFICATE") pursuant to which such Authorized Officer shall certify that: (A) in calculating the Excess Availability described in clause (vi) above, the Borrower's outstanding debt was (and is) current and not past due in any respect; (B) all representations and warranties contained herein are true and correct; (C) no Default or Event of Default has occurred and is continuing; and (D) no event has occurred and is continuing that would have a Material Adverse Effect with respect to the Borrower or the Guarantor. (x) The Borrower and any other Loan Party shall have or cause to be executed and delivered to LaSalle all documents which LaSalle determines in its absolute discretion are necessary to consummate the transactions contemplated hereby. (xi) Completion of tax, lien, judgment and other searches and investigations with respect to the Collateral and all security provided by the Borrower and any other Loan Party, with results satisfactory to LaSalle, and completion of a review to its satisfaction of the management, creditworthiness, financial position, systems and procedures of the Borrower. (xii) LaSalle shall have received, reviewed and determined as satisfactory all appraisals, all third party documentation (including landlord and mortgagee waivers and debt and security subordinations and postponements it may require) and all contracts entered or to be entered into by or binding on the Borrower or any other Loan Party (including all supply, service, purchase and rental contracts and all collective agreements with employees or their union) as it may consider material in its absolute discretion. (xiii) Completion of final pre-closing field audit and collateral roll-forward, ineligibles and Borrowing Base calculations, and confirmation of a level of backorders, all to the satisfaction of LaSalle. (xiv) Confirmation of completion of the Acquisition pursuant to the NRG Agreement as approved by LaSalle, and provision of financial information in respect of NRG confirming gross profit in its operations during the past two fiscal years, and year to date on a pro-rated basis, of not less than US$400,000 per year. (xv) Without limiting the generality of SUBSECTION 11(a)(iii), LaSalle shall have received a legal opinion from the Borrower's counsel, in form and substance satisfactory to LaSalle and its counsel, opining with respect to, but not limited to, the Borrower's and each Loan Party's incorporation and subsistence, the Borrower's and each Loan Party's corporate power and capacity to enter into this Agreement and the Other Agreements, any applicable fraudulent preference issues, the Borrower's and each Loan Party's due authorization, execution and delivery and performance of this Agreement and the Other Agreements and the enforceability of this Agreement and the Other Agreements against the Borrower and each Loan Party, as applicable. (xvi) Confirmation that accounts payable to CommScope by the Borrower amounting to not less than ▇▇▇ ▇▇▇▇▇▇▇ of Sale”), duly executed by Parent and the Purchaser, and with respect ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Dollars (U.S. $2,200,000) have been converted to jurisdictions outside the United States in which the Purchased Assets, Assumed Liabilities, Excluded Assets or Retained Liabilities are located, such bills of sale, stock powers, certificates of title, deeds, assignments and other agreements or instruments of transfer (in a form that is consistent with the terms and conditions of this Agreement, and otherwise customary in such jurisdictions) as and to the extent necessary to effect the transfer of the Purchased Assets or Excluded Assets or the assumption of the Assumed Liabilities or Retained Liabilities pursuant to this Agreement (the “Foreign Closing Documents”), in each case duly executed by Parent and the Purchaser, to the extent applicable; (v) a counterpart of the Cincinnati Lease, attached as Exhibit C hereto, evidencing the five (5)-year lease to the Purchaser of certain office space in Cincinnati, Ohio (the “Cincinnati Lease”), duly executed by Parent and the Purchaser; (vi) a counterpart of the Orlando Sublease attached as Exhibit D hereto, evidencing the five (5)-year sublease to the Purchaser of certain office space in Orlando, Florida (the “Orlando Sublease”), duly executed by Parent and the Purchaser; (vii) a counterpart of the Master Commercial Agreement attached as Exhibit E hereto, pursuant to which certain Seller Entities will provide to the IM Business Entities certain commercial services for a period of two (2) years (the “Master Commercial Agreement”), duly executed by the Purchaser year unsecured subordinated loan on terms and each Affiliate of the Purchaser named as a party thereto; (viii) a counterpart of the Intellectual Property Cross-License Agreement attached as Exhibit F hereto (the “IP License Agreement”), duly executed by Parent and the Purchaser; and (ix) a counterpart of the side letter regarding certain acknowledgments and reporting obligations attached as Exhibit G hereto (the “Reporting Letter”), duly excuted by Parent and the Purchaserconditions satisfactory to LaSalle. (bxvii) At the ClosingConfirmation in writing from Alpha Technologies Inc. and CommScope, the Seller shall deliverand from any other suppliers deemed material by LaSalle, or cause in form and substance satisfactory to be deliveredLaSalle, to the Purchaser the following: (i) certificates evidencing the Purchased Shares effect that they will continue to supply Inventory to the extent Borrower on trade terms that the Purchased Shares are in certificate form (and if not in certificate form, such other appropriate instruments LaSalle considers representative of transfer), duly endorsed in blank or with stock powers duly executed in proper form for transfer, and (without prejudice to Section 5.02(d)) with any required stock transfer stamps affixed thereto, in each case duly executed by the Seller or other Seller Entity, as applicable; (ii) a counterpart of the General Assignment and ▇▇▇▇ of Sale duly executed by the Seller and the Foreign Closing Documents, in each case duly executed by the Seller or other Seller Entity, to the extent applicable; (iii) the certificates to be delivered pursuant to Section 6.02; (iv) a counterpart of the Transition Services Agreement duly executed by each Seller Entity named as a party thereto; (v) a counterpart of the Cincinnati Lease, duly executed by each Seller Entity named as a party thereto; (vi) a counterpart of the Orlando Sublease, duly executed by each Seller Entity named as a party thereto; (vii) a counterpart of the Master Commercial Agreement, duly executed by each Seller Entity named as a party thereto; (viii) a counterpart of the IP License Agreement, duly executed by the Seller; (ix) a counterpart of the Side Letter, duly executed by the Seller; (x) resignations or instruments effecting the removal, effective as of the Closing, of the directors and officers of IM Business Entities identified by the Purchaser within fifteen (15) Business Days following the date hereof from such directorships or offices; and (xi) Seller shall deliver to the Purchaser the deliverables set forth in Section 6.01(e)of this Agreementnormal trade terms.

Closing Deliveries. At least two (a2) At business days prior to the Closing, the Purchaser shall deliver, or cause to be delivered, Company will furnish to the Seller (or one or more Seller Entities designated by the Seller) the following: Purchaser (i) payment, by wire transfer(s) to one or more bank accounts designated in writing a certificate signed by the Seller (such designation to be made by Company setting forth the Seller at least five (5) Business Days prior to the Closing Date), in immediately available Dollars an amount equal to either Company’s (A) if the Estimated Adjustment Amount is zero or positivegood faith estimated Closing Working Capital, the sum including an itemization of the Base Purchase Price plus the Estimated Adjustment Amountcomponents of Closing Working Capital, or [(B) if the Estimated Adjustment Amount amount of the Indebtedness existing as of the Closing and specifying whether such Indebtedness is negative, Assumed Indebtedness or Repaid Indebtedness] and [(B)/(C)] good faith estimated calculation of the Base Closing Purchase Price minus the absolute value of the Estimated Adjustment Amount based thereon (the amount set forth in clause (A) or (B) as applicable, the “Estimated Closing Purchase PricePrice Certificate”); , (ii) a payoff letter, in form and substance satisfactory to the certificates Purchaser, from each holder of [Repaid] Indebtedness indicating the amount required to be delivered pursuant discharge in full such [Repaid] Indebtedness at Closing and, if such [Repaid] Indebtedness is secured, an undertaking by such holder to Section 6.03; discharge at Closing any Liens securing such [Repaid] Indebtedness, (iii) a counterpart final ▇▇▇▇ and wire transfer instructions from each payee of any portion of the Transition Services Agreement attached as Exhibit A hereto (Sellers’ Expenses, provided, however, that if any such payee delivers to the “Transition Services Agreement”Purchaser and the Company a letter stating that it will seek payment solely from the Sellers, such portion shall not be deemed to be part of the Sellers’ Expenses for purposes of Section 1.5(c), duly executed by Parent and the Purchaser; (iv) a counterpart schedule that provides a breakdown by recipient and amount of the General Assignments and Bills of all Sale for the Purchased Assets, by and between the Seller and the Purchaser, attached as Exhibit B hereto (the “General Assignment and ▇▇▇▇ of Sale”), duly executed by Parent and the Purchaser, and with respect to jurisdictions outside the United States in which the Purchased Assets, Assumed Liabilities, Excluded Assets or Retained Liabilities are located, such bills of sale, stock powers, certificates of title, deeds, assignments and other agreements or instruments of transfer (in a form that is consistent with the terms and conditions of this Agreement, and otherwise customary in such jurisdictions) as and to the extent necessary to effect the transfer of the Purchased Assets or Excluded Assets or the assumption of the Assumed Liabilities or Retained Liabilities pursuant to this Agreement (the “Foreign Closing Documents”), in each case duly executed by Parent and the Purchaser, to the extent applicable; (v) a counterpart of the Cincinnati Lease, attached as Exhibit C hereto, evidencing the five (5)-year lease to the Purchaser of certain office space in Cincinnati, Ohio (the “Cincinnati Lease”), duly executed by Parent and the Purchaser; (vi) a counterpart of the Orlando Sublease attached as Exhibit D hereto, evidencing the five (5)-year sublease to the Purchaser of certain office space in Orlando, Florida (the “Orlando Sublease”), duly executed by Parent and the Purchaser; (vii) a counterpart of the Master Commercial Agreement attached as Exhibit E hereto, pursuant to which certain Seller Entities will provide to the IM Business Entities certain commercial services for a period of two (2) years (the “Master Commercial Agreement”), duly executed by the Purchaser and each Affiliate of the Purchaser named as a party thereto; (viii) a counterpart of the Intellectual Property Cross-License Agreement attached as Exhibit F hereto (the “IP License Agreement”), duly executed by Parent and the Purchaser; and (ix) a counterpart of the side letter regarding certain acknowledgments and reporting obligations attached as Exhibit G hereto (the “Reporting Letter”), duly excuted by Parent and the PurchaserBonuses. (b) At the Closing, the Seller shall deliver, or cause to be delivered, to the Purchaser the following: (i) certificates evidencing the Purchased Shares to the extent that the Purchased Shares are in certificate form (and if not in certificate form, such other appropriate instruments of transfer), duly endorsed in blank or with stock powers duly executed in proper form for transfer, and (without prejudice to Section 5.02(d)) with any required stock transfer stamps affixed thereto, in each case duly executed by the Seller or other Seller Entity, as applicable; (ii) a counterpart of the General Assignment and ▇▇▇▇ of Sale duly executed by the Seller and the Foreign Closing Documents, in each case duly executed by the Seller or other Seller Entity, to the extent applicable; (iii) the certificates to be delivered pursuant to Section 6.02; (iv) a counterpart of the Transition Services Agreement duly executed by each Seller Entity named as a party thereto; (v) a counterpart of the Cincinnati Lease, duly executed by each Seller Entity named as a party thereto; (vi) a counterpart of the Orlando Sublease, duly executed by each Seller Entity named as a party thereto; (vii) a counterpart of the Master Commercial Agreement, duly executed by each Seller Entity named as a party thereto; (viii) a counterpart of the IP License Agreement, duly executed by the Seller; (ix) a counterpart of the Side Letter, duly executed by the Seller; (x) resignations or instruments effecting the removal, effective as of the Closing, of the directors and officers of IM Business Entities identified by the Purchaser within fifteen (15) Business Days following the date hereof from such directorships or offices; and (xi) Seller shall deliver to the Purchaser the deliverables set forth in Section 6.01(e)of this Agreement.

Closing Deliveries. (a) At the Closing, the Purchaser shall deliver, or cause to be delivered, unless expressly stated to the contrary herein, Seller (shall deliver to Purchaser or one or more Seller Entities designated by the Seller) the followingEscrow Holder: (i) payment, the Grant Deed executed by wire transfer(s) Seller and acknowledged in the form annexed to one or more bank accounts designated in writing by the Seller (such designation to be made by the Seller at least five (5) Business Days prior to the Closing Date), in immediately available Dollars an amount equal to either (A) if the Estimated Adjustment Amount is zero or positive, the sum of the Base Purchase Price plus the Estimated Adjustment Amount, or (B) if the Estimated Adjustment Amount is negative, the Base Purchase Price minus the absolute value of the Estimated Adjustment Amount (the amount set forth in clause (A) or (B) this Contract as applicable, the “Closing Purchase Price”)Exhibit 1; (ii) the certificates to be delivered pursuant to Section 6.03Assignment of the Space Leases and License Agreements executed by Seller in the form annexed hereto as Exhibit 2; (iii) the Required Estoppels (to the extent obtained by Seller and provided that Seller’s failure to deliver the Required Estoppels shall not constitute a counterpart of the Transition Services Agreement attached as Exhibit A hereto (the “Transition Services Agreement”default by Seller under this Contract), duly executed by Parent and the Purchaser; (iv) a counterpart the Assignment of Permits, Guaranties and Warranties executed by Seller in the form annexed to this Contract as Exhibit 3; (v) notice to the tenants under the Space Leases and the licensees under the License Agreements executed by Seller in the form annexed hereto as Exhibit 4 (which will be delivered to such tenants and licensees by Seller or its property manager unless otherwise mutually agreed to by Seller and Purchaser); (vi) originals, or if originals are not available, copies of the General Assignments and Bills Space Leases (which may be left at the Property); (vii) originals, or if originals are not available, copies of Sale the Service Contracts (which may be left at the Property), if any; (viii) to the extent in Seller’s possession, the real estate tax bills for the Purchased AssetsProperty for the then current real estate tax year (which may be left at the Property); (ix) to the extent they are in Seller’s possession and were received within the six (6) months prior to the Closing (A) unless posted at the Real Property, by all licenses and between permits, authorizations and approvals pertaining to the Property and (B) all guaranties and warranties which Seller has received in connection with any work or services performed or equipment installed in and improvements erected on the PurchaserProperty (which may be left at the Property), attached excluding guaranties and warranties relating to the equipment and improvements located in the premises under the Lease to the extent that Seller, as Exhibit B hereto tenant under the Lease, is obligated to repair and maintain such equipment or improvements; (x) the “General Assignment and ▇▇▇▇ of Sale”), duly executed by Parent Seller in the form of Exhibit 5 annexed to this Contract; (xi) a copy of the keys, combinations and codes to all locks and security devices to the Property in Seller’s possession, excluding keys, combinations and codes to areas designated by Seller as “Secured Areas” under the Lease; (xii) an update of Seller’s representations, dated as of the Closing Date, executed by Seller in accordance with Section 6.3 above; (xiii) a Withholding Exemption Certificate Form 593 in accordance with California Revenue and Taxation Code §18662 executed by Seller; (xiv) a Certification of Non-Foreign Status in accordance with Internal Revenue Code Section 1445 executed by Seller; (xv) the Lease, by and between Purchaser, as landlord, and with respect Seller, as tenant, in the form annexed to jurisdictions outside this Contract as Exhibit 8, executed by Seller; (xvi) the United States Memorandum of Lease, in which the Purchased Assetsform attached to the Lease, Assumed Liabilitiesexecuted by Seller in recordable form; (xvii) such evidence of Seller’s organizational authority as may be required by the Title Company; (xviii) the Bank SNDA, Excluded Assets executed in recordable form by Seller, as tenant under the Lease; (xix) the Management Agreement, in the form annexed to this Contract as Exhibit 9, executed by Seller; (xx) the Engineering Agreement, in the form annexed to this Contract as Exhibit 10, executed by Seller; and (xxi) the letter agreements, in the form annexed to this Contract as ▇▇▇▇▇▇▇▇ ▇▇-▇, ▇▇-▇, ▇▇-▇, ▇▇-▇ ▇▇▇ ▇▇-▇. (▇) At the Closing, Purchaser shall deliver to Seller or Retained Liabilities are located, such bills Escrow Holder: (i) the balance of sale, stock powers, certificates of title, deeds, assignments and other agreements or instruments of transfer (the Purchase Price as provided in a form that is consistent with the terms and conditions Article 3 of this Agreement, Contract; (ii) the Assignment of the Space Leases and otherwise customary License Agreements executed by Purchaser in such jurisdictionsthe form annexed hereto as Exhibit 2; (iii) as and notice to the extent necessary to effect tenants under the transfer Space Leases and licensees under the License Agreements executed by Purchaser in the form annexed hereto as Exhibit 4; (iv) the Assignment of Permits, Guaranties and Warranties executed by Seller in the Purchased Assets or Excluded Assets or the assumption of the Assumed Liabilities or Retained Liabilities pursuant form annexed to this Agreement (the “Foreign Closing Documents”), in each case duly executed by Parent and the Purchaser, to the extent applicableContract as Exhibit 3; (v) a counterpart Preliminary Change of the Cincinnati Lease, attached as Exhibit C hereto, evidencing the five (5)-year lease to the Purchaser of certain office space in Cincinnati, Ohio (the “Cincinnati Lease”), duly Ownership Report executed by Parent and the Purchaser; (vi) a counterpart the Transfer Tax Affidavit executed by Purchaser in the form required by the Office of the Orlando Sublease attached as Exhibit D heretoAssessor – Recorder of the City and County of San Francisco, evidencing the five showing a transfer tax due of One Million Two Hundred Ninety Thousand Dollars (5)-year sublease to the Purchaser of certain office space in Orlando, Florida (the “Orlando Sublease”$1,290,000.00), duly executed by Parent and the Purchaser;. (vii) a counterpart of the Master Commercial Agreement attached Lease, by and between Purchaser, as landlord, and Seller, as tenant, in the form annexed to this Contract as Exhibit E hereto8, pursuant to which certain Seller Entities will provide to the IM Business Entities certain commercial services for a period of two (2) years (the “Master Commercial Agreement”), duly executed by the Purchaser and each Affiliate of the Purchaser named as a party theretoPurchaser; (viii) a counterpart the Memorandum of Lease, in the form attached to the Lease, executed by Purchaser in recordable form; (ix) such evidence of Purchaser’s organizational authority as may be required by the Title Company; (x) an update of Purchaser’s representations, dated as of the Intellectual Closing Date; (xi) the Bank SNDA, executed in recordable form by Purchaser, as landlord under the Lease, and Barclays Bank PLC, as administrative agent for the mortgagee; (xii) the GSA SNDA, executed by Purchaser, as lessor, and Barclays Bank PLC, as administrative agent for the mortgagee, and the GSA (provided that the failure to deliver such GSA SNDA shall not constitute a default on the part of Purchaser or a condition to Seller’s obligation to sell the Property Cross-License Agreement attached to Purchaser); (xiii) the Management Agreement, in the form annexed to this Contract as Exhibit F hereto (the “IP License Agreement”)9, duly executed by Parent and Purchaser; (xiv) the Engineering Agreement, in the form annexed to this Contract as Exhibit 10, executed by Purchaser; and (ixxv) a counterpart of the side letter regarding certain acknowledgments and reporting obligations attached as Exhibit G hereto (the “Reporting Letter”), duly excuted by Parent and the Purchaser. (b) At the Closing, the Seller shall deliver, or cause to be delivered, to the Purchaser the following: (i) certificates evidencing the Purchased Shares to the extent that the Purchased Shares are in certificate form (and if not in certificate form, such other appropriate instruments of transfer), duly endorsed in blank or with stock powers duly executed in proper form for transfer, and (without prejudice to Section 5.02(d)) with any required stock transfer stamps affixed theretoagreements, in each case duly executed by the Seller or other Seller Entityform annexed to this Contract as Exhibits 12-1, as applicable; (ii) a counterpart of the General Assignment 12-2, 12-3, 12-4 and ▇▇▇▇ of Sale duly executed by the Seller and the Foreign Closing Documents, in each case duly executed by the Seller or other Seller Entity, to the extent applicable; (iii) the certificates to be delivered pursuant to Section 6.02; (iv) a counterpart of the Transition Services Agreement duly executed by each Seller Entity named as a party thereto; (v) a counterpart of the Cincinnati Lease, duly executed by each Seller Entity named as a party thereto; (vi) a counterpart of the Orlando Sublease, duly executed by each Seller Entity named as a party thereto; (vii) a counterpart of the Master Commercial Agreement, duly executed by each Seller Entity named as a party thereto; (viii) a counterpart of the IP License Agreement, duly executed by the Seller; (ix) a counterpart of the Side Letter, duly executed by the Seller; (x) resignations or instruments effecting the removal, effective as of the Closing, of the directors and officers of IM Business Entities identified by the Purchaser within fifteen (15) Business Days following the date hereof from such directorships or offices; and (xi) Seller shall deliver to the Purchaser the deliverables set forth in Section 6.01(e)of this Agreement12-5.

Closing Deliveries. (ai) At the Closing, the Purchaser Seller shall deliver, deliver or cause to be delivered, to executed and delivered at or before the Seller (or one or more Seller Entities designated by the Seller) time of Closing the following: (iA) paymenta Massachusetts quitclaim deed from WC Seller in the form annexed as Exhibit G-1 and a Massachusetts quitclaim deed from WCE Seller in the form annexed as Exhibit G-2, by wire transfer(s) to one or more bank accounts designated in writing by the Seller (such designation to be made by the Seller at least five (5) Business Days prior name of Purchaser, conveying fee simple title to the Closing Date), in immediately available Dollars an amount equal Property subject only to either Permitted Exceptions (A) if the Estimated Adjustment Amount is zero or positivecollectively, the sum of the Base Purchase Price plus the Estimated Adjustment Amount, or (B) if the Estimated Adjustment Amount is negative, the Base Purchase Price minus the absolute value of the Estimated Adjustment Amount (the amount set forth in clause (A) or (B) as applicable, the “Closing Purchase Price”"Deed"); (iiB) an assignment and assumption of the certificates to be delivered pursuant to Section 6.03Leases, Security Deposits and Service Contracts in the form annexed as Exhibit H hereto and made a part hereof (the "Assignment of Leases") from each of WC Seller and WCE Seller; (iiiC) a counterpart general instrument of the Transition Services Agreement attached as Exhibit A hereto (the “Transition Services Agreement”), duly executed by Parent and the Purchaser; (iv) a counterpart of the General Assignments and Bills of Sale for the Purchased Assets, by and between the Seller and the Purchaser, attached as Exhibit B hereto (the “General Assignment transfer and ▇▇▇▇ of Sale”)sale, duly executed conveying to Purchaser all right, title and interest of Seller in and to all of the personal property, if any, owned by Parent and Seller in connection with the PurchaserProperty, and with respect to jurisdictions outside the United States in which the Purchased Assets, Assumed Liabilities, Excluded Assets or Retained Liabilities are located, such bills of sale, stock powers, certificates of title, deeds, assignments and other agreements or instruments of transfer (in a form that is consistent with the terms and conditions of this Agreement, and otherwise customary in such jurisdictions) as and to the extent necessary to effect the transfer any intangible property forming part of the Purchased Assets or Excluded Assets or the assumption of the Assumed Liabilities or Retained Liabilities pursuant to this Agreement (the “Foreign Closing Documents”)Property, in the form annexed as Exhibit I hereto and made a part hereof, from each case duly executed by Parent of WC Seller and the Purchaser, to the extent applicableWCE Seller; (vD) an affidavit by each of WC Seller and WCE Seller stating that it is not a "foreign person" within the meaning of Section 1445 of the Internal Revenue Code of 1986, as amended, and the regulations issued thereunder; (E) an Information for Real Estate 1099-S Report Filing Form from each of WC Seller and WCE Seller; (F) a counterpart of the Cincinnati Lease, attached as Exhibit C hereto, evidencing the five (5)-year lease notice to the Tenants advising that Seller's interest in the Property has been conveyed to Purchaser of certain office space and instructing that all rent and additional rent thereafter payable under its respective Lease shall be paid to Purchaser; such notice to be in Cincinnati, Ohio (the “Cincinnati Lease”), duly executed by Parent form as reasonably acceptable to Seller and the Purchaser; (viG) each of the following, within ten (10) business days after the Closing: (i) a copy of all Tenant Lease files in Seller's possession or control; (ii) the original fully executed Leases, or if unavailable, photocopies thereof certified by Seller as true, correct and complete photocopies thereof; and (iii) all keys to the Property in the possession of Seller; (H) such title affidavits, resolutions and certificates as the Title Company may reasonably require in order to insure title to the Property in Purchaser in the form required to be delivered by Seller under this Agreement; (I) any required transfer forms and certifications as may be reasonably necessary for compliance with Federal or Massachusetts tax laws or regulations; (J) a counterpart original of the Orlando Sublease attached as Exhibit D heretosettlement statement, evidencing the five (5)-year sublease in form and substance reasonably acceptable to the Purchaser of certain office space in Orlando, Florida (the “Orlando Sublease”), duly executed by Parent Seller and the Purchaser; (viiK) a counterpart Estoppel certificates in favor of Purchaser executed by ▇▇▇▇'▇, ▇▇▇▇▇▇ Liquors, Petco, Planet Fitness, Dress Barn, Santander and The Paper Store, Firestone and Jimmy's Alehouse (the "Major Tenants") and tenants (the "Other Tenants") occupying in the aggregate, together with the Major Tenants, eighty-five percent (85%) of the Master Commercial Agreement attached leased area of the Property (the Major Tenants and the Other Tenants, collectively, the "Required Tenants"), in form (except for Petco) substantially similar to the form annexed hereto as Exhibit E heretoJ-1 (or in such other form as may be prescribed under the respective Lease with such Tenant or on such Tenant's standard company form) not containing any deviation from the information set forth in the Rent Roll (except as to any lease term stated by the Tenant to be not more than six (6) months longer than the term for such tenant set forth on the Rent Roll), pursuant not alleging any default by Seller as land lord or the tenant under its Lease and otherwise not containing any deviation (except as to which certain Seller Entities will provide any lease term stated by the Tenant to be not more than six (6) months longer than the term for such tenant set forth on the Rent Roll), from the information set forth in the Leases delivered to Purchaser (the foregoing, the "Required Estoppels"). The estoppel certificate for Petco shall be in form substantially similar to the IM Business Entities certain commercial services form annexed hereto as Exhibit J-2 (or in such other form as may be prescribed under the Petco Lease or on Petco's standard company form, provided that such estoppel need not certify that Seller has completed all landlord’s work or paid or provided all allowances or concessions or that Petco has accepted possession of its premises). After the Effective Date, Seller shall request such estoppel certificates and guaranty estoppel certificates to the extent any of the Leases contain a guaranty and pursue same in good faith. If Seller is unable to obtain the Required Estoppels by the Closing Date, then the Closing Date shall be adjourned for a period not to exceed thirty (30) days, to enable Seller to obtain the Required Estoppels; if the Required Estoppels have not been obtained after the expiration of two such adjournment of the Closing Date, then such failure shall not constitute a default of Seller under this Agreement, but in such event Purchaser shall have the right to terminate this Agreement by delivering written notice of termination to Seller no later than five (25) years days after the Closing Date (the “Master Commercial Agreement”as may have been extended by Seller), duly executed by in which event Escrow Agent shall disburse the Deposit to Purchaser and each Affiliate party shall be released from any further liability hereunder, except for liability which expressly survives the termination of this Agreement. In no event shall any estoppel certificate be rejected on the basis of the Tenant or the landlord inserting any "best of knowledge" or "knowledge" or similar limitation. Any estoppel not objected to by Purchaser named within three (3) business days after delivery thereof to Purchaser shall be deemed satisfactory and counted towards the Required Estoppels. Notwithstanding the foregoing, if one or more of the Required Estoppels from the Other Tenants is not delivered on or before Closing, Seller shall have the right to deliver a Seller estoppel certificate for such Other Tenants in lieu of the tenant estoppel for such Other Tenants; provided, however, that Seller shall not have the right to deliver a Seller estoppel certificate for Other Tenants occupying more than five percent (5%) of the leased area of the Property. Seller's liability for a breach of the certifications set forth in any and all Seller's estoppel certificates shall be subject to all of the same terms, conditions and limitations of liability (and one and the same aggregate dollar limitation of liability) as Seller's liability for a party theretobreach of Seller's representations and warranties set forth in Section 6(d). Seller shall have the right at any time within six (6) months after the Closing to cause any Tenant for whom Seller shall have delivered a Seller estoppel certificate to deliver a Tenant estoppel certificate complying with this section, in which event Seller shall be released from further liability under Seller's estoppel certificate for such Tenant. (L) The Petco Escrow Agreement (as defined in Article 17); (viiiM) a counterpart of the Intellectual Property Cross-License Agreement attached as Exhibit F hereto (the “IP License Agreement”), duly An indemnity agreement executed by Parent Acadia Strategic Opportunity Fund III LLC in the form of Exhibit L attached hereto and the Purchasermade a part hereof; and (ixN) a counterpart of such other documents or instruments as may be reasonably required in order to effectuate the side letter regarding certain acknowledgments and reporting obligations attached as Exhibit G hereto (the “Reporting Letter”), duly excuted by Parent and the PurchaserClosing. (bii) At the Closing, the Seller Purchaser shall deliver, deliver or cause to be delivered, to executed and delivered at or before the Purchaser time of Closing the following: (iA) certificates evidencing the Purchased Shares balance of the Purchase Price payable under Section 2, which shall be delivered to the extent that the Purchased Shares are in certificate form (and if not in certificate form, such other appropriate instruments of transfer), duly endorsed in blank or with stock powers duly executed in proper form for transfer, and (without prejudice to Section 5.02(d)) with any required stock transfer stamps affixed thereto, in each case duly executed by the Seller or other Seller Entity, as applicableEscrow Agent; (iiB) the Assignment of Leases for WC and WCE; (C) such title affidavits, resolutions and certificates as the Title Company may reasonably require of Purchaser; (D) any required transfer forms and certifications as may be reasonably necessary for compliance with Federal or Massachusetts tax laws or regulations; (E) a counterpart original of the General Assignment settlement statement, inform and ▇▇▇▇ of Sale duly executed by the substance reasonably acceptable to Seller and the Foreign Closing Documents, in each case duly executed by the Seller or other Seller Entity, to the extent applicablePurchaser; (iiiF) the certificates to be delivered pursuant to Section 6.02; (iv) a counterpart of the Transition Services Agreement duly executed by each Seller Entity named as a party thereto; (v) a counterpart of the Cincinnati Lease, duly executed by each Seller Entity named as a party thereto; (vi) a counterpart of the Orlando Sublease, duly executed by each Seller Entity named as a party thereto; (vii) a counterpart of the Master Commercial The Petco Escrow Agreement, duly executed by each Seller Entity named as a party thereto; (viii) a counterpart of the IP License Agreement, duly executed by the Seller; (ix) a counterpart of the Side Letter, duly executed by the Seller; (x) resignations or instruments effecting the removal, effective as of the Closing, of the directors and officers of IM Business Entities identified by the Purchaser within fifteen (15) Business Days following the date hereof from such directorships or offices; and (xiG) Seller shall deliver such other documents or instruments as may be reasonably required in order to effectuate the Purchaser the deliverables set forth in Section 6.01(e)of this AgreementClosing.

Closing Deliveries. (a) At the Closing, AI shall deliver the Purchaser shall deliver, or cause to be delivered, Initial Payment against delivery by Vysis of such transfer documents relating to the Seller (or one or more Seller Entities designated by the Seller) the following: (i) payment, by wire transfer(s) to one or more bank accounts designated in writing by the Seller (such designation to be made by the Seller at least five (5) Business Days prior to the Closing Date), in immediately available Dollars an amount equal to either (A) if the Estimated Adjustment Amount is zero or positive, the sum of the Base Purchase Price plus the Estimated Adjustment Amount, or (B) if the Estimated Adjustment Amount is negative, the Base Purchase Price minus the absolute value of the Estimated Adjustment Amount (the amount set forth in clause (A) or (B) as applicable, the “Closing Purchase Price”); (ii) the certificates to be delivered pursuant to Section 6.03; (iii) a counterpart of the Transition Services Agreement attached as Exhibit A hereto (the “Transition Services Agreement”), duly executed by Parent sale and the Purchaser; (iv) a counterpart of the General Assignments and Bills of Sale for the Purchased Assets, by and between the Seller and the Purchaser, attached as Exhibit B hereto (the “General Assignment and ▇▇▇▇ of Sale”), duly executed by Parent and the Purchaser, and with respect to jurisdictions outside the United States in which the Purchased Assets, Assumed Liabilities, Excluded Assets or Retained Liabilities are located, such bills of sale, stock powers, certificates of title, deeds, assignments and other agreements or instruments of transfer (in a form that is consistent with the terms and conditions of this Agreement, and otherwise customary in such jurisdictions) as and to the extent necessary to effect the transfer of the Purchased Acquired Assets or Excluded Assets or the assumption of the Assumed Liabilities or Retained Liabilities pursuant to this Agreement (the “Foreign Closing Documents”)as AI shall reasonably request, in each case duly executed by Parent and the Purchaserincluding, to the extent applicable; (v) a counterpart of the Cincinnati Lease, attached as Exhibit C hereto, evidencing the five (5)-year lease to the Purchaser of certain office space in Cincinnati, Ohio (the “Cincinnati Lease”), duly executed by Parent and the Purchaser; (vi) a counterpart of the Orlando Sublease attached as Exhibit D hereto, evidencing the five (5)-year sublease to the Purchaser of certain office space in Orlando, Florida (the “Orlando Sublease”), duly executed by Parent and the Purchaser; (vii) a counterpart of the Master Commercial Agreement attached as Exhibit E hereto, pursuant to which certain Seller Entities will provide to the IM Business Entities certain commercial services for a period of two (2) years (the “Master Commercial Agreement”), duly executed by the Purchaser and each Affiliate of the Purchaser named as a party thereto; (viii) a counterpart of the Intellectual Property Cross-License Agreement attached as Exhibit F hereto (the “IP License Agreement”), duly executed by Parent and the Purchaser; and (ix) a counterpart of the side letter regarding certain acknowledgments and reporting obligations attached as Exhibit G hereto (the “Reporting Letter”), duly excuted by Parent and the Purchaser. (b) At the Closingwithout limitation, the Seller shall deliver, or cause to be delivered, to the Purchaser the following: (i) certificates evidencing the Purchased Shares to the extent that the Purchased Shares are in certificate form (and if not in certificate form, such other appropriate instruments of transfer), duly endorsed in blank or with stock powers duly executed in proper form for transfer, and (without prejudice to Section 5.02(d)) with any required stock transfer stamps affixed thereto, in each case duly executed by the Seller or other Seller Entity, as applicable; (ii) a counterpart of the General Assignment and ▇▇▇▇ of Sale duly executed and General Assignment of Assets in the form attached hereto as EXHIBIT B. At the Closing, Vysis shall put AI into full possession and enjoyment of all the Acquired Assets, and AI shall be fully and solely responsible for and perform when due or discharge all of the Assumed Liabilities. With respect to Books and Records, generally, it is understood that (i) Books and Records related to SCHEDULES 1 TO 9 shall be delivered by the Seller Vysis to AI upon Closing, (ii) other Books and the Foreign Closing Documents, in each case duly executed by the Seller or other Seller Entity, Records that relate solely to the extent applicable; Business shall be delivered by Vysis to AI within thirty (30) days of the Closing Date, and (iii) the certificates Books and Records which do not solely relate to the Business transferred hereunder shall be delivered by Vysis to AI within ninety (90) days of the Closing Date. With respect to the SpectraVysion source code to be delivered pursuant to Section 6.02; (iv) a counterpart of the Transition Services Agreement duly executed by each Seller Entity named as a party thereto; (v) a counterpart of the Cincinnati Lease, duly executed by each Seller Entity named as a party thereto; (vi) a counterpart of the Orlando Sublease, duly executed by each Seller Entity named as a party thereto; (vii) a counterpart of the Master Commercial transferred electronically under this Agreement, duly executed as detailed in EXHIBIT I hereto, it is understood between the Parties that such source code has been integrated with Vysis' GenoSensor source code, which AI agrees shall not be used by each Seller Entity named as a party thereto; (viii) a counterpart of the IP License Agreement, duly executed by the Seller; (ix) a counterpart of the Side Letter, duly executed by the Seller; (x) resignations or instruments effecting the removal, effective as of AI for array imaging. At any time and from time to time after the Closing, at the request of AI and without further consideration, Vysis shall execute and deliver such further instruments of sale, transfer, conveyance, assignment, and confirmation and take such actions as is reasonably necessary to transfer, convey, and assign to AI (or such wholly owned subsidiary as AI may designate), and to confirm AI's title to or interest in, the Acquired Assets, to put AI in actual possession and operating control thereof, and to assist AI in exercising all rights with respect thereto. With respect to the PathVysion source code to be electronically transferred under this Agreement, a working copy of the directors PathVysion software shall be delivered on the Closing Date and officers of IM Business Entities identified the PathVysion source code shall be transferred as soon as practicable after such source code has been given to Vysis. Upon request by the Purchaser within fifteen (15) Business Days following the date hereof AI after December 31, 1999, Vysis shall use its reasonable efforts to obtain such code from such directorships or offices; and (xi) Seller shall deliver to the Purchaser the deliverables set forth in Section 6.01(e)of this Agreement.Digital Scientific, Ltd.

Closing Deliveries. (a) At the StockVal Option Closing, the Purchaser Sellers shall deliverdeliver to Purchaser, or cause in the case of clause (iv) below, make available to be delivered, to the Seller (or one or more Seller Entities designated by the Seller) the followingPurchaser: (i) paymentgeneral bills of sale and assignment, in form and substance reasonably satisfactory to Purchaser, with respect to the StockVal Assets (other than real estate) and any other documents reasonably requested by wire transfer(s) Purchaser so as to one or more bank accounts designated convey to Purchaser good title, free and clear of all Liens (other than Permitted Liens), to all of Sellers’right, title and interest in writing and to the StockVal Assets, each executed by the Seller (such designation to be made by the Seller at least five (5) Business Days prior to the Closing Date), in immediately available Dollars an amount equal to either (A) if the Estimated Adjustment Amount is zero or positive, the sum of the Base Purchase Price plus the Estimated Adjustment Amount, or (B) if the Estimated Adjustment Amount is negative, the Base Purchase Price minus the absolute value of the Estimated Adjustment Amount (the amount set forth in clause (A) or (B) as applicable, the “Closing Purchase Price”)Sellers; (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 certificates to be delivered pursuant to Section 6.03StockVal Business; (iii) a counterpart 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 Transition Services Agreement attached as Exhibit A hereto (the “Transition Services Agreement”), duly executed by Parent StockVal Business and the Purchaserall security deposits and prepaid rents thereunder; (iv) a counterpart all of Sellers’books and records, customer files and related business records pertaining to the General Assignments and Bills of Sale for the Purchased StockVal Assets, by the originals of all contracts included in the StockVal Assets, in Sellers’possession, the originals of all permits and between the Seller and the Purchaser, attached as Exhibit B hereto (the “General Assignment and ▇▇▇▇ of Sale”), duly executed by Parent and the Purchaserwarranties, and with respect to jurisdictions outside the United States copies of all maintenance records and operating manuals in which the Purchased Assets, Assumed Liabilities, Excluded Assets or Retained Liabilities are located, such bills of sale, stock powers, certificates of title, deeds, assignments and other agreements or instruments of transfer (in a form that is consistent with the terms and conditions of this Agreement, and otherwise customary in such jurisdictions) as and Sellers’possession pertaining to the extent necessary to effect personal property or any portion of their respective owned or leased real property used in the transfer of the Purchased Assets or Excluded Assets or the assumption of the Assumed Liabilities or Retained Liabilities pursuant to this Agreement (the “Foreign Closing Documents”), in each case duly executed by Parent and the Purchaser, to the extent applicableStockVal Business; (v) a counterpart certificate of non-foreign status relating to the StockVal Business in accordance with Section 1445 of the Cincinnati LeaseCode, attached as Exhibit C hereto, evidencing the five (5)-year lease to the and any similar State required documents requested by Purchaser or in respect of certain office space in Cincinnati, Ohio (the “Cincinnati Lease”), duly executed by Parent and the Purchaser;which there is Sellers’Knowledge; and (vi) a counterpart all other documents, certificates, instruments or writings reasonably requested by Purchaser in connection with any purchase of the Orlando Sublease attached as Exhibit D hereto, evidencing the five (5)-year sublease to the Purchaser of certain office space in Orlando, Florida (the “Orlando Sublease”), duly executed by Parent and the Purchaser; (vii) a counterpart of the Master Commercial Agreement attached as Exhibit E hereto, StockVal Assets pursuant to which certain Seller Entities will provide to the IM Business Entities certain commercial services for a period of two (2) years (the “Master Commercial Agreement”), duly executed by the Purchaser and each Affiliate of the Purchaser named as a party thereto; (viii) a counterpart of the Intellectual Property Cross-License Agreement attached as Exhibit F hereto (the “IP License Agreement”), duly executed by Parent and the Purchaser; and (ix) a counterpart of the side letter regarding certain acknowledgments and reporting obligations attached as Exhibit G hereto (the “Reporting Letter”), duly excuted by Parent and the PurchaserSections 10.1 or 10.2 hereof. (b) At the StockVal Option Closing, the Seller Purchaser shall deliver, or cause deliver to be delivered, to the Purchaser the followingBridge: (i) certificates evidencing the Purchased Shares StockVal Exercise Price by wire transfer of immediately available funds to the extent that the Purchased Shares are an account or accounts designated in certificate form (and if not in certificate form, such other appropriate instruments of transfer), duly endorsed in blank or with stock powers duly executed in proper form for transfer, and (without prejudice to Section 5.02(d)) with any required stock transfer stamps affixed thereto, in each case duly executed writing by the Seller or other Seller Entity, as applicable;Bridge; and (ii) a counterpart an assumption agreement in form and substance reasonably acceptable to Bridge, providing for the assignment by Sellers and the assumption by Purchaser of the General Assignment StockVal Designated Contracts Purchaser has elected to assume and ▇▇▇▇ of Sale duly executed by the Seller and the Foreign Closing Documents, in each case duly executed by the Seller have assigned to it or other Seller Entity, Purchaser’s Designee pursuant to the extent applicable; (iii) the certificates to be delivered pursuant to Section 6.02; (iv) a counterpart terms of the Transition Services Agreement duly executed by each Seller Entity named as a party thereto; (v) a counterpart of the Cincinnati Lease, duly executed by each Seller Entity named as a party thereto; (vi) a counterpart of the Orlando Sublease, duly executed by each Seller Entity named as a party thereto; (vii) a counterpart of the Master Commercial Agreement, duly executed by each Seller Entity named as a party thereto; (viii) a counterpart of the IP License Agreement, duly executed by the Seller; (ix) a counterpart of the Side Letter, duly executed by the Seller; (x) resignations or instruments effecting the removal, effective as of the Closing, of the directors and officers of IM Business Entities identified by the Purchaser within fifteen (15) Business Days following the date hereof from such directorships or offices; and (xi) Seller shall deliver to the Purchaser the deliverables set forth in Section 6.01(e)of this Agreement.

Closing Deliveries. (a) At the Closing, Seller, at its sole cost and expense, shall deliver to Purchaser the Purchaser following items and documents (which documents shall deliverbe in form and substance, as attached hereto, or cause otherwise reasonably satisfactory to be delivered, to Purchaser's attorneys): a Special Warranty Deed in the Seller form attached hereto as Exhibit B (or one or more Seller Entities designated by the Seller) the following: (i) payment, by wire transfer(s) to one or more bank accounts designated in writing by the Seller (such designation to be made by the Seller at least five (5) Business Days prior to the Closing Date"Deed"), executed by Seller, which Deed shall be in immediately available Dollars an amount equal to either (A) if the Estimated Adjustment Amount is zero or positive, the sum of the Base Purchase Price plus the Estimated Adjustment Amount, or (B) if the Estimated Adjustment Amount is negative, the Base Purchase Price minus the absolute value of the Estimated Adjustment Amount (the amount set forth in clause (A) or (B) as applicable, the “Closing Purchase Price”); (ii) the certificates to be delivered pursuant to Section 6.03; (iii) a counterpart of the Transition Services Agreement attached as Exhibit A hereto (the “Transition Services Agreement”)recordable form, duly executed by Parent and the Purchaser; (iv) acknowledged; a counterpart of the General Assignments and Bills ▇▇▇▇ of Sale for in the Purchased Assets, by and between the Seller and the Purchaser, form attached hereto as Exhibit B hereto C (the “General Assignment and "▇▇▇▇ of Sale”)") conveying, duly transferring and selling to Purchaser all right, title and interest of Seller in and to all of the Personal Property, executed by Parent and the Purchaser, and with respect to jurisdictions outside the United States in which the Purchased Assets, Assumed Liabilities, Excluded Assets or Retained Liabilities are located, such bills of sale, stock powers, certificates of title, deeds, assignments and other agreements or instruments of transfer (in a form that is consistent with the terms and conditions of this Agreement, and otherwise customary in such jurisdictions) as Seller; If and to the extent in the possession or control of Seller or any affiliate of Seller, all (i) original licenses and permits pertaining to the Property and which may be required for the use or occupancy thereof (the "Licenses and Permits"), (ii) required permanent certificates of occupancy for the Improvements relating to such Property ("Certificates of Occupancy"), and (iii) records and other documents pertaining to the ownership, operation and maintenance of the Property (the "Property Documents"); all documentation in the possession of Seller or its affiliate with respect to the roof warranty, and Seller shall cooperate with Purchaser at Purchaser's expense in enforcing any such roof warranty prior to its expiration, which obligation shall survive the Closing; an Assignment and Assumption of the Assigned Licenses and Permits, Certificates of Occupancy, Property Documents and all assignable guaranties and warranties which Seller has received in connection with the Property, if any, ("Guaranties and Warranties") in the form attached hereto as Exhibit D (the "Assignment and Assumption Agreement"), executed by Seller; an executed Affidavit of Non-Foreign Status, in the form attached hereto as Exhibit E, executed by Seller, certifying that Seller is not a "foreign person" pursuant to Section 1445 of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder; an executed IRS Form 1099; a certificate of good standing of Seller in its jurisdiction of formation dated no earlier than thirty (30) days prior to the Closing Date and such other documents as Title Company may reasonably determine are necessary to effect evidence the transfer authority of Seller to enter into and perform this Agreement and the Purchased Assets or Excluded Assets or the assumption of the Assumed Liabilities or Retained Liabilities documents and instruments required to be executed and delivered by Seller pursuant to this Agreement (Agreement; all keys to entrance doors to, and equipment and utility rooms located in, the “Foreign Closing Documents”)Property in the possession of Seller or any affiliate of Seller, which keys shall be properly tagged for identification; an original title policy of title insurance with respect to the Property, in each case duly form and with endorsements acceptable to Purchaser in its sole discretion, and otherwise showing only the Permitted Title Exceptions and the Permitted Survey Conditions (it being understood and agreed that such title insurance policy may be delivered to Purchaser by the Title Company after the Closing); such reasonable and customary affidavits, indemnities and other deliveries as are required by the Title Company to deliver so-called "extended coverage", executed by Parent Seller; if and the Purchaser, to the extent applicable; (v) a counterpart in the possession or control of Seller or any affiliate of Seller, any and all plans and specifications pertaining to the Property; evidence of termination of any and all leases, or other occupancy, service contracts, operational, or other arrangements in effect prior to the Closing Date; such other reasonable and customary documents as may be reasonably required to effectuate the transactions contemplated by this Agreement and/or to effectuate the closing of the Cincinnati Leasetransaction contemplated hereunder, attached as Exhibit C heretoincluding, evidencing without limitation, any and all documents (if any) required by Section 12 of this Agreement; and a certification updating the five (5)-year lease to the Purchaser of certain office space in Cincinnati, Ohio (the “Cincinnati Lease”), duly executed representations and warranties given by Parent and the Purchaser; (vi) a counterpart of the Orlando Sublease attached as Exhibit D hereto, evidencing the five (5)-year sublease to the Purchaser of certain office space in Orlando, Florida (the “Orlando Sublease”), duly executed by Parent and the Purchaser; (vii) a counterpart of the Master Commercial Agreement attached as Exhibit E hereto, pursuant to which certain Seller Entities will provide to the IM Business Entities certain commercial services for a period of two (2) years (the “Master Commercial Agreement”), duly executed by the Purchaser and each Affiliate of the Purchaser named as a party thereto; (viii) a counterpart of the Intellectual Property Cross-License Agreement attached as Exhibit F hereto (the “IP License Agreement”), duly executed by Parent and the Purchaser; and (ix) a counterpart of the side letter regarding certain acknowledgments and reporting obligations attached as Exhibit G hereto (the “Reporting Letter”), duly excuted by Parent and the Purchaser. (b) At the Closing, the Seller shall deliver, or cause to be delivered, to the Purchaser the following: (i) certificates evidencing the Purchased Shares to the extent that the Purchased Shares are in certificate form (and if not in certificate form, such other appropriate instruments of transfer), duly endorsed in blank or with stock powers duly executed in proper form for transfer, and (without prejudice to Section 5.02(d)) with any required stock transfer stamps affixed thereto, in each case duly executed by the Seller or other Seller Entity, as applicable; (ii) a counterpart of the General Assignment and ▇▇▇▇ of Sale duly executed by the Seller and the Foreign Closing Documents, in each case duly executed by the Seller or other Seller Entity, to the extent applicable; (iii) the certificates to be delivered pursuant to Section 6.02; (iv) a counterpart of the Transition Services Agreement duly 9.1 hereof, executed by each Seller Entity named as a party thereto; (v) a counterpart of the Cincinnati Lease, duly executed by each Seller Entity named as a party thereto; (vi) a counterpart of the Orlando Sublease, duly executed by each Seller Entity named as a party thereto; (vii) a counterpart of the Master Commercial Agreement, duly executed by each Seller Entity named as a party thereto; (viii) a counterpart of the IP License Agreement, duly executed by the Seller; (ix) a counterpart of the Side Letter, duly executed by the Seller; (x) resignations or instruments effecting the removal, effective as of the Closing, of the directors and officers of IM Business Entities identified by the Purchaser within fifteen (15) Business Days following the date hereof from such directorships or offices; and (xi) Seller shall deliver to the Purchaser the deliverables set forth in Section 6.01(e)of this Agreement.

Closing Deliveries. (a) At or prior to the Closing, the Purchaser Borrower shall deliver, have delivered or cause to be delivereddelivered to Lender, unless specifically waived by Lender in writing, the following items, each of which shall be in form and content satisfactory to the Seller (or one or more Seller Entities designated by the Seller) the followingLender: (ia) payment, by wire transfer(s) to one or more bank accounts designated in writing by the Seller (such designation to be made by the Seller at least five (5) Business Days prior to the Closing Date), in immediately available Dollars an amount equal to either (A) if the Estimated Adjustment Amount is zero or positive, the sum Fully-executed originals of this agreement and all of the Base Purchase Price plus the Estimated Adjustment Amount, or (B) if the Estimated Adjustment Amount is negative, the Base Purchase Price minus the absolute value of the Estimated Adjustment Amount (the amount set forth in clause (A) or (B) as applicable, the “Closing Purchase Price”); (ii) the certificates to be delivered pursuant to Section 6.03; (iii) a counterpart of the Transition Services Agreement attached as Exhibit A hereto (the “Transition Services Agreement”), duly executed by Parent and the Purchaser; (iv) a counterpart of the General Assignments and Bills of Sale for the Purchased Assets, by and between the Seller and the Purchaser, attached as Exhibit B hereto (the “General Assignment and ▇▇▇▇ of Sale”), duly executed by Parent and the Purchaser, and with respect to jurisdictions outside the United States in which the Purchased Assets, Assumed Liabilities, Excluded Assets or Retained Liabilities are located, such bills of sale, stock powers, certificates of title, deeds, assignments and other agreements or instruments of transfer (in a form that is consistent with the terms and conditions of this Agreement, and otherwise customary in such jurisdictions) as and to the extent necessary to effect the transfer of the Purchased Assets or Excluded Assets or the assumption of the Assumed Liabilities or Retained Liabilities pursuant to this Agreement (the “Foreign Closing Loan Documents”), in each case duly executed by Parent and the Purchaser, to the extent applicable; (v) a counterpart of the Cincinnati Lease, attached as Exhibit C hereto, evidencing the five (5)-year lease to the Purchaser of certain office space in Cincinnati, Ohio (the “Cincinnati Lease”), duly executed by Parent and the Purchaser; (vi) a counterpart of the Orlando Sublease attached as Exhibit D hereto, evidencing the five (5)-year sublease to the Purchaser of certain office space in Orlando, Florida (the “Orlando Sublease”), duly executed by Parent and the Purchaser; (vii) a counterpart of the Master Commercial Agreement attached as Exhibit E hereto, pursuant to which certain Seller Entities will provide to the IM Business Entities certain commercial services for a period of two (2) years (the “Master Commercial Agreement”), duly executed by the Purchaser and each Affiliate of the Purchaser named as a party thereto; (viii) a counterpart of the Intellectual Property Cross-License Agreement attached as Exhibit F hereto (the “IP License Agreement”), duly executed by Parent and the Purchaser; and (ix) a counterpart of the side letter regarding certain acknowledgments and reporting obligations attached as Exhibit G hereto (the “Reporting Letter”), duly excuted by Parent and the Purchaser. (b) At All items, instruments, documents, insurance policies, title commitments, surveys, opinions, certificates, and all other matters and documents required to be furnished by Borrower at or prior to the ClosingClosing under this agreement or any of the Loan Documents or otherwise required by Lender. (c) Payment of the Fee and payment or reimbursement of all of Lender's Costs. (d) An environmental audit for each Property prepared by a firm acceptable to Lender which audit contains findings acceptable to Lender. (e) The Surveys as required under ss.10. (f) Confirmation satisfactory to Lender that no Event of Default exists and no condition which through notice or passage of time or both would cause or result in an Event of Default and that all representations and warranties contained in this agreement and all of the Loan Documents shall be true and complete in all material respects. (g) Copies of all applicable governmental permits required to operate Borrower's business and evidence of, the Seller shall deliverand compliance with, all governmental laws, regulations, ordinances, and other requirements pertaining thereto. (h) The Title Commitments and any affidavits, agreements, indemnities, or cause other documentation to be delivered, delivered by Borrower to Lender or the Purchaser the following:title insurance company in accordance with ss.9. (i) certificates evidencing The Subordination Agreement signed by Navistar, together with the Purchased Shares mortgage subordination and UCC-3 financing statements referred to therein. Notwithstanding anything here to the extent that contrary, the Purchased Shares are in certificate form (agreement of Lender to execute, deliver and/or accept this agreement and if not in certificate form, such the other appropriate instruments Loan Documents at Closing prior to its receipt of transfer), duly endorsed in blank or with stock powers duly executed in proper form for transfer, and (without prejudice to Section 5.02(d)) with any required stock transfer stamps affixed thereto, in each case duly executed by the Seller or other Seller Entity, as applicable; (ii) a counterpart all of the General Assignment items listed above shall not be construed as a waiver by Lender of its right to receive, review and ▇▇▇▇ approve such items, nor as a waiver of Sale duly executed by the Seller and the Foreign Closing Documents, in each case duly executed by the Seller all or other Seller Entity, to the extent applicable; (iii) the certificates to be delivered pursuant to Section 6.02; (iv) a counterpart any of the Transition Services Agreement duly executed by each Seller Entity named as a party thereto; (v) a counterpart conditions to disbursement of the Cincinnati LeaseLoan proceeds under ss.16, duly executed by each Seller Entity named as a party thereto; (vi) a counterpart of the Orlando Sublease, duly executed by each Seller Entity named as a party thereto; (vii) a counterpart of the Master Commercial Agreement, duly executed by each Seller Entity named as a party thereto; (viii) a counterpart of the IP License Agreement, duly executed by the Seller; (ix) a counterpart of the Side Letter, duly executed by the Seller; (x) resignations or instruments effecting the removal, effective as of the Closing, of the directors and officers of IM Business Entities identified by the Purchaser within fifteen (15) Business Days following the date hereof from such directorships or offices; and (xi) Seller shall deliver to the Purchaser the deliverables set forth in Section 6.01(e)of this Agreementbelow.

Closing Deliveries. (a) At the Closing, the Purchaser shall deliver, or cause to be delivered, to the Seller (or one or more Seller Entities designated by the Seller) the following: (i) payment, by wire transfer(s) to one or more bank accounts designated in writing by the Seller (such designation to be made by the Seller at least five (5) Business Days prior to the Closing Date), in immediately available Dollars an amount equal to either (A) if the Estimated Adjustment Amount is zero or positive, the sum of the Base Purchase Price plus the Estimated Adjustment Amount, or (B) if the Estimated Adjustment Amount is negative, the Base Purchase Price minus the absolute value of the Estimated Adjustment Amount (the amount set forth in clause (A) or (B) as applicable, the “Closing Purchase Price”); (ii) the certificates to be delivered pursuant to Section 6.03; (iii) a counterpart of the Transition Services Agreement attached as Exhibit A hereto (the “Transition Services Agreement”), duly executed by Parent and the Purchaser; (iv) a counterpart of the General Assignments and Bills of Sale for the Purchased Assets, by and between the Seller and the Purchaser, attached as Exhibit B hereto (the “General Assignment and ▇▇▇▇ of Sale”), duly executed by Parent and the Purchaser, and with respect to jurisdictions outside the United States in which the Purchased Assets, Assumed Liabilities, Excluded Assets or Retained Liabilities are located, such bills of sale, stock powers, certificates of title, deeds, assignments and other agreements or instruments of transfer (in a form that is consistent with the terms and conditions of this Agreement, and otherwise customary in such jurisdictions) as and to the extent necessary to effect the transfer of the Purchased Assets or Excluded Assets or the assumption of the Assumed Liabilities or Retained Liabilities pursuant to this Agreement (the “Foreign Closing Documents”), in each case duly executed by Parent and the Purchaser, to the extent applicable; (v) a counterpart of the Cincinnati Lease, attached as Exhibit C hereto, evidencing the five (5)-year lease to the Purchaser of certain office space in Cincinnati, Ohio (the “Cincinnati Lease”), duly executed by Parent and the Purchaser; (vi) a counterpart of the Orlando Sublease attached as Exhibit D hereto, evidencing the five (5)-year sublease to the Purchaser of certain office space in Orlando, Florida (the “Orlando Sublease”), duly executed by Parent and the Purchaser; (vii) a counterpart of the Master Commercial Agreement attached as Exhibit E hereto, pursuant to which certain Seller Entities will provide to the IM Business Entities certain commercial services for a period of two (2) years (the “Master Commercial Agreement”), duly executed by the Purchaser and each Affiliate of the Purchaser named as a party thereto; (viii) a counterpart of the Intellectual Property Cross-License Agreement attached as Exhibit F hereto (the “IP License Agreement”), duly executed by Parent and the Purchaser; and (ix) a counterpart of the side letter regarding certain acknowledgments and reporting obligations attached as Exhibit G hereto (the “Reporting Letter”), duly excuted by Parent and the Purchaser. (b) At the Closing, the Seller shall deliver, or cause to be delivered, to the Purchaser Buyer the following: (i) subject to Section 5.2, the stock certificates evidencing the Purchased Shares to the extent that the Purchased Shares are in certificate form (and if not in certificate form, such other appropriate instruments of transfer)representing any Equity Interests, duly endorsed in blank or with stock powers duly executed in proper form for transfer, and (without prejudice to Section 5.02(d)) with any required accompanied by stock transfer stamps affixed thereto, in each case duly executed by the Seller or other Seller Entity, as applicablepowers; (ii) a counterpart certificate of an officer of the General Assignment Seller, dated the Closing Date, to the effect that the representations and warranties of the Seller contained in this Agreement are true and accurate and that the Seller has performed in all materials respects all obligations and agreements and complied in all material respects with all covenants and conditions contained in this Agreement to be performed or complied with by the Seller at the Closing Date; (iii) a ▇▇▇▇ of Sale duly executed by sale transferring under applicable laws all Tangible Assets and Inventories included in the Acquired Assets to the Buyer; (iv) bills of sale, assignments and any other appropriate instruments of sale and conveyance, in form and substance reasonably acceptable to the Seller and the Foreign Closing DocumentsBuyer, transferring all Assigned Intellectual Property to the Buyer (it being understood and agreed that Buyer, at its own expense, shall (a) prepare any and all individual assignment documents that are required in all applicable countries and are reasonably acceptable to the Seller, and (b) record such documents in all applicable government offices); (v) subject to Section 2.5, assignments or, where necessary, subleases, in form and substance reasonably acceptable to Buyer, assigning or subleasing to Buyer or its wholly-owned subsidiary under applicable laws all Assumed Contracts; (vi) the Intellectual Property Agreement, the Services Agreement, the Registration Rights Agreement and the Supply Agreement, in each case duly executed by the Seller Seller; and (vii) FIRPTA certificates as required by Section 1445 of the code and the regulations promulgated thereunder indicating that no withholding is required in connection with the sale of the Acquired Assets. (b) At the Closing, the Buyer shall deliver, or other Seller Entitycause to be delivered, to the extent applicableSeller the following: (i) a certificate of an officer of the Buyer, dated the Closing Date, to the effect that the representations and warranties of the Buyer contained in this Agreement are true and accurate and that the Buyer has performed in all materials respects all obligations and agreements and complied in all material respects with all covenants and conditions contained in this Agreement to be performed or complied with by the Buyer at the Closing Date; (ii) an undertaking, in form and substance reasonably satisfactory to the Buyer and the Seller, pursuant to which the Buyer shall, on and as of the Closing Date, assume and agree to pay, perform and discharge when due, all of the Assumed Liabilities contemplated by Section 2.5(a) and such other instruments as the Seller may reasonably request in order to effect the assignment to and assumption by the Buyer of the Assumed Liabilities; and (iii) the certificates to be delivered pursuant to Section 6.02; (iv) a counterpart of the Transition Services Agreement duly executed by each Seller Entity named as a party thereto; (v) a counterpart of the Cincinnati Lease, duly executed by each Seller Entity named as a party thereto; (vi) a counterpart of the Orlando Sublease, duly executed by each Seller Entity named as a party thereto; (vii) a counterpart of the Master Commercial Intellectual Property Agreement, duly executed by each Seller Entity named as a party thereto; (viii) a counterpart of the IP License Services Agreement, duly the Registration Rights Agreement and the Supply Agreement, in each case executed by the Seller; (ix) a counterpart of the Side Letter, duly executed by the Seller; (x) resignations or instruments effecting the removal, effective as of the Closing, of the directors and officers of IM Business Entities identified by the Purchaser within fifteen (15) Business Days following the date hereof from such directorships or offices; and (xi) Seller shall deliver to the Purchaser the deliverables set forth in Section 6.01(e)of this AgreementBuyer.

Closing Deliveries. (a) a. At the Closing, Seller shall deliver to Purchaser, executed and acknowledged, as applicable: i. The Deed; ii. A general b▇▇▇ of sale for the Purchaser shall deliverPersonal Property, or cause to be deliveredin the form of Exhibit 8(a)(ii), conveying lien free (other than Permitted Exceptions), as more particularly set forth therein, to the Seller (or one or more Seller Entities designated by the Purchaser all of Seller) the following: (i) payment’s right, by wire transfer(s) to one or more bank accounts designated title and interest in writing by the Seller (such designation to be made by the Seller at least five (5) Business Days prior and to the Closing DatePersonal Property; iii. An assignment and assumption, in the form of Exhibit 8(a)(iii), in immediately available Dollars an amount equal to either (A) if the Estimated Adjustment Amount is zero or positivewhich provides for, as more particularly set forth therein, the sum assignment by Seller of all of Seller’s right, title and interest as landlord in and to the Leases, all guaranties delivered in connection therewith and all security deposits thereunder, and the assumption by Purchaser of all of Seller’s obligations as landlord under the Leases arising from and after the Closing Date (the “Assignment of Leases”); iv. An assignment and assumption, in the form of Exhibit 8(a)(iv), 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 all of the Base Purchase Price plus Surviving Contracts and Brokerage Agreements and the Estimated Adjustment Amount, or (B) if assumption by Purchaser of all of Seller’s obligations under such Surviving Contracts and Brokerage Agreements arising from and after the Estimated Adjustment Amount is negative, the Base Purchase Price minus the absolute value of the Estimated Adjustment Amount Closing Date (the amount set forth in clause (A) or (B) as applicable, the “Closing Purchase PriceAssignment of Contracts”); (iia) The cash Security Deposits under Leases then in effect and then actually held by Seller (together with accrued interest thereon, if any, less Seller’s proportionate share of administrative fees, if any) by payment of the certificates aggregate amount thereof to Purchaser or a credit to Purchaser against the Purchase Price, at Seller’s option. (b) If one or more Security Deposit is wholly or partially comprised of a letter of credit (collectively, the “Letters of Credit”), Seller shall use commercially reasonable efforts to transfer the Letters of Credit to Purchaser as of the Closing Date (but Seller shall have no obligation to cause Purchaser to be the beneficiary under a Letter of Credit or to obtain a replacement letter of credit showing Purchaser as the beneficiary under a Letter of Credit prior to Closing), the cost and expense of which Seller and Purchaser shall share equally, and on the Closing Date Seller shall deliver to Purchaser all original Letters of Credit, with all amendments thereto, actually held by Seller. As to those Letters of Credits which are not transferred to Purchaser at Closing (collectively, the “Non-Transferable Letters of Credit”), Seller shall execute at Closing the documentation necessary to cause the transfer or re-issuance of the Non-Transferable Letters of Credit and Seller and Purchaser shall reasonably cooperate with each other on the Closing Date and following the Closing so as to effectuate the transfer of same to Purchaser and cause Purchaser to be the beneficiary thereunder or to obtain a replacement letter of credit showing Purchaser as the beneficiary thereunder. Until the Non-Transferable Letters of Credit shall be transferred to Purchaser or replaced, as aforesaid, Purchaser shall hold the same, but upon request may deliver the same to Seller (if necessary), who shall then draw upon the same and deliver the proceeds to Purchaser or return the same to the applicable Tenant, in each case upon Purchaser’s written instruction. Seller shall also deliver to Purchaser at Closing such documentation, including, without limitation, sight drafts executed in blank, as Purchaser shall reasonably require in connection with drawing under the Non-Transferable Letters of Credit in Seller’s name. Purchaser shall indemnify and hold Seller harmless from any and all losses, costs, damages, liens, claims, counterclaims, liabilities and expenses (including, but not limited to, reasonable attorneys’ fees, court costs and disbursements) incurred by Seller as the result of Seller taking any steps pursuant to a request of Purchaser, including drawing, or seeking to draw, on any Tenant’s Security Deposit. The provisions of this Section 8(a)(v)(b) shall survive the Closing; vi. Executed original counterparts of all Leases, guaranties of Leases, Brokerage Agreements and Surviving Contracts, or copies thereof to the extent executed original counterparts are not in Seller’s or property manager’s possession or control with such affidavit of lost lease as Purchaser may reasonably request, all of which shall be certified by Seller as true and correct to Seller’s actual knowledge; vii. A certification of non-foreign status, in form required by Internal Revenue Code Section 1445 and the regulations issued thereunder; viii. Notice letters to the Tenants, in the form of Exhibit 8(a)(viii) (the “Tenant Notice Letters”), to be prepared by Seller; ix. Notice letters to contractors under Surviving Contracts, in the form of Exhibit 8(a)(ix) (the “Contractor Letters”), to be prepared by Seller; x. Confirming Estoppels (as hereinafter defined), as required to be delivered pursuant to Section 6.03under Article 10 hereof; (iii) a counterpart of xi. A Real Property Transfer Tax Return with respect to the Transition Services Agreement attached as Exhibit A hereto New York City Real Property Transfer Tax (the “Transition Services RPT Form”); xii. 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”); xiii. A New York State Real Property Transfer Report Form RP-5217 NYC (the “RP-5217”); xiv. A Department of Housing Preservation and Development Affidavit in Lieu of Registration Statement (the “Non-Multiple Dwelling Affidavit”); xv. 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, as may be needed to show that the transaction 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; xvi. 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; xvii. 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; xviii. A title affidavit in substantially the form attached hereto as Exhibit 8(a)(xviii) (the “Title Affidavit”); xix. A closing statement on Chicago’s standard form (the “Closing Statement”); xx. Keys, security codes, pass cards and the like for the Property in the possession or control of Seller or its property manager; xxi. Evidence of Seller’s termination of any existing management and/or leasing agency agreements pertaining to the Premises; xxii. An updated rent roll, arrears report and schedule of security deposits and letters of credit, certified to Seller’s actual knowledge to be true and correct in all material respects, subject to the limitations set forth in Section 16(d) of this Agreement; xxiii. A certificate from Seller, certifying to Purchaser that all of Seller’s representations and warranties provided for in Section 16 of this Agreement are true and correct in all material respects as of the Closing Date, subject to Section 9(b)(ii) of this Agreement; xxiv. A Master Lease, in substantially the form attached hereto as Exhibit 8(a)(xxiv) (the “Master Lease”), duly executed by Parent and together with the Purchaser; (iv) a counterpart sum of the General Assignments and Bills of Sale for the Purchased Assets, by and between the $1,000,000.00 from Seller and the Purchaser, attached as Exhibit B hereto (the “General Assignment Master Lease Rent”) which shall be delivered to the Escrow Agent at Closing, to be held and ▇▇▇▇ of Sale”), duly executed by Parent and the Purchaser, and with respect to jurisdictions outside the United States disbursed in which the Purchased Assets, Assumed Liabilities, Excluded Assets or Retained Liabilities are located, such bills of sale, stock powers, certificates of title, deeds, assignments and other agreements or instruments of transfer (in a form that is consistent accordance with the terms and conditions of the Master Lease. xxv. All tenant files, to the extent in Seller’s possession or control (which files shall be made available for Purchaser at Seller’s office or the office of Seller’s managing agent upon Closing); xxvi. SNDA’s received by Seller from the Tenants, if any; xxvii. All other records (including originals) within Seller’s or Seller’s managing agent’s possession or control reasonably required for the continued operation of the Property, including but not limited to, plans, surveys, records of current expenditures for repairs and maintenance, copies of RPIE filings, notices of violations, and the certificate of occupancy (which records shall be made available for Purchaser at Seller’s office or the office of Seller’s managing agent upon Closing); and xxviii. Such other instruments or documents which by the terms of this Agreement are to be delivered by Seller at the Closing. b. At the Closing, Purchaser shall deliver to Seller, executed and acknowledged, as applicable: i. The balance of the Purchase Price and all other amounts payable by Purchaser to Seller at the Closing pursuant to this Agreement; ii. The Assignment of Leases; iii. The Assignment of Contracts; iv. The Tenant Notice Letters; v. The Contractor Notice Letters; vi. The RPT Form; vii. The RP-5217; viii. The Form TP-584; ix. The Master Lease; x. 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 otherwise customary setting forth such additional facts, if any, as may be needed to show that the transaction is duly authorized and is in such jurisdictions) as conformity with Purchaser’s organizational documents and to the extent necessary to effect the transfer applicable laws; xi. An acknowledgement or receipt for each of the Purchased Assets Security Deposits paid over or Excluded Assets or credited to Purchaser at the assumption of the Assumed Liabilities or Retained Liabilities pursuant to this Agreement (the “Foreign Closing Documents”), in each case duly executed by Parent and the Purchaser, to the extent applicableClosing; (v) a counterpart of the Cincinnati Lease, attached as Exhibit C hereto, evidencing the five (5)-year lease to the Purchaser of certain office space in Cincinnati, Ohio (the “Cincinnati Lease”), duly executed by Parent and the Purchaser; (vi) a counterpart of the Orlando Sublease attached as Exhibit D hereto, evidencing the five (5)-year sublease to the Purchaser of certain office space in Orlando, Florida (the “Orlando Sublease”), duly executed by Parent and the Purchaser; (vii) a counterpart of the Master Commercial Agreement attached as Exhibit E hereto, pursuant to which certain Seller Entities will provide to the IM Business Entities certain commercial services for a period of two (2) years (the “Master Commercial Agreement”), duly executed by the Purchaser and each Affiliate of the Purchaser named as a party thereto; (viii) a counterpart of the Intellectual Property Cross-License Agreement attached as Exhibit F hereto (the “IP License Agreement”), duly executed by Parent and the Purchaserxii. The Closing Statement; and (ix) a counterpart of the side letter regarding certain acknowledgments and reporting obligations attached as Exhibit G hereto (the “Reporting Letter”), duly excuted by Parent and the Purchaser. (b) At the Closing, the Seller shall deliver, xiii. Such other instruments or cause to be delivered, to the Purchaser the following: (i) certificates evidencing the Purchased Shares to the extent that the Purchased Shares are in certificate form (and if not in certificate form, such other appropriate instruments of transfer), duly endorsed in blank or with stock powers duly executed in proper form for transfer, and (without prejudice to Section 5.02(d)) with any required stock transfer stamps affixed thereto, in each case duly executed documents which by the Seller or other Seller Entity, as applicable; (ii) a counterpart terms of the General Assignment and ▇▇▇▇ of Sale duly executed by the Seller and the Foreign Closing Documents, in each case duly executed by the Seller or other Seller Entity, to the extent applicable; (iii) the certificates this Agreement are to be delivered by Purchaser at Closing. c. The acceptance of the Deed by Purchaser shall be deemed to be full performance and discharge of any and all obligations on the part of Seller to be performed pursuant to Section 6.02; (iv) a counterpart the provisions of the Transition Services Agreement duly executed by each Seller Entity named as a party thereto; (v) a counterpart of the Cincinnati Lease, duly executed by each Seller Entity named as a party thereto; (vi) a counterpart of the Orlando Sublease, duly executed by each Seller Entity named as a party thereto; (vii) a counterpart of the Master Commercial this Agreement, duly executed by each Seller Entity named as a party thereto; (viii) a counterpart of the IP License Agreement, duly executed by the Seller; (ix) a counterpart of the Side Letter, duly executed by the Seller; (x) resignations or instruments effecting the removal, effective as of the Closing, of the directors except where such agreements and officers of IM Business Entities identified by the Purchaser within fifteen (15) Business Days following the date hereof from such directorships or offices; and (xi) Seller shall deliver obligations are specifically stated to the Purchaser the deliverables set forth in Section 6.01(e)of this Agreementsurvive.

Closing Deliveries. In addition to any other documents to be delivered or other conditions to be satisfied or obligations to be performed under other provisions of this Agreement and/or the Local Country Purchase Agreements, at or prior to the Closing: (a) At the Closing, the Purchaser Sellers shall deliver, have delivered or cause to be delivered, to the Seller otherwise provided (or one caused to have been delivered or more Seller Entities designated by the Seller) the following:otherwise provided): (i) paymentthe ▇▇▇▇ of Sale and Assignment and Assumption Agreement for all the Acquired Assets and Assumed Liabilities in the form of Exhibit 2.7(a)(i) (the “▇▇▇▇ of Sale and Assignment and Assumption Agreement”), duly executed by wire transfer(seach Seller; (ii) assignments of all Intellectual Property Rights and Licensed Rights, if any, and separate assignments of all Registered Intellectual Property Rights, if any, in form and substance satisfactory to Buyer, duly executed by each Seller, as applicable; (iii) for each interest in real property, a recordable general warranty deed, an Assignment and Assumption of Lease or such other appropriate document or instrument of transfer, as the case may require, each in form and substance satisfactory to Buyer and its legal counsel and executed by each Seller, as applicable; (iv) such other customary deeds, bills of sale, assignments, certificates of title, documents, affidavits and other instruments of transfer and conveyance as may reasonably be requested by Buyer, each in form and substance satisfactory to Buyer and its legal counsel and executed by each Seller, as applicable; (v) employment agreements in a form reasonably acceptable to Buyer, duly executed by each of [***] (collectively, the “Employment Agreements”); (vi) a customary pay-off letter or letters for all Indebtedness secured by any Encumbrance (other than Permitted Encumbrances) on the Acquired Assets, evidencing the total pay-off amount thereof (the “Loan Payoff Amount”) and indicating the release, upon payment of the Loan Payoff Amount, of all such Encumbrances and otherwise in form and substance reasonably satisfactory to Buyer and its legal counsel; (vii) an escrow agreement in the form of Exhibit 2.7(a)(vii) (the “Escrow Agreement”), duly executed by each Seller and the Escrow Agent; (viii) non-competition and non-solicitation agreements in the form of Exhibit 2.7(a)(viii) (collectively, the “Non-Competition and Non-Solicitation Agreements”), duly executed by each of the individuals listed on Schedule 2.7(a)(viii) attached hereto. (ix) a certificate pursuant to and in the form described in Treasury Regulations Section 1.1445-2(b)(2), certifying that each of GES and GES Holdings is not a foreign person within the meaning of Code Sections 1445 and 897 (a “FIRPTA Certificate”) (which FIRPTA Certificate shall be prepared by and provided to Sellers by Buyer). Notwithstanding anything to the contrary in this Agreement, if Buyer does not obtain the FIRPTA Certificate from GES and GES Holdings, Buyer shall be entitled to proceed with the Closing and withhold from the Purchase Price (and any adjustment thereto) otherwise payable to Sellers, as applicable, the appropriate amounts required to be withheld pursuant to Code Section 1445; Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions marked [***]. (x) a certificate of the Secretary (or equivalent thereof) of each Seller certifying, as complete and accurate as of the Closing, attached copies of the Governing Documents of each Seller, certifying and attaching all requisite resolutions or actions of each Seller’s board of directors (or equivalent thereof) and equity holders approving the execution and delivery of this Agreement, the documents executed in connection with this Agreement and/or delivered hereby, the consummation of the Contemplated Transactions and the change of name of each Seller contemplated by Section 7.9, and certifying to the incumbency and signatures of the officers of each Seller executing this Agreement and any other document relating to the Contemplated Transactions, accompanied by the requisite documents for amending the relevant Governing Documents of each Seller required to effect such change of name in form sufficient for filing with the appropriate Governmental Body; (xi) the Consents and Governmental Authorizations set forth in Schedule 2.7(a)(xi), duly executed by the applicable Governmental Body or other Third Party, or, if applicable, evidence, in a form and substance satisfactory to Buyer in its sole and absolute discretion, that Buyer will be able to operate the Business as normal, pending the issuance of any such Consent or Government Authorization that is not obtained prior to Closing; (xii) if requested by Buyer, any Consents or other instruments that may be required to permit Buyer’s qualification in each jurisdiction in which Sellers are licensed or qualified to do business as a foreign corporation or entity under the name “GES” or any derivative thereof; (xiii) releases of all Encumbrances on the Acquired Assets (other than Permitted Encumbrances) pursuant to release documents satisfactory to Buyer; (xiv) certificates dated as of a date reasonably acceptable to Buyer as to the good standing of each Seller and payment of all applicable Taxes by Sellers, executed by the appropriate officials of the jurisdiction where each Seller is organized and each jurisdiction in which each Seller is licensed or qualified to do business as a foreign corporation or entity as specified in Schedule 3.1(a); (xv) evidence satisfactory to Buyer that Sellers have terminated all Current Employees, other than the Current Employees of GES Vietnam; (xvi) evidence that Sellers have assigned to Buyer, effective upon Closing, any existing non-compete agreements with current employees of Sellers; and (xvii) [RESERVED.] (xviii) a certificate, dated the Closing Date and signed by a duly authorized officer of each Seller, to the effect that each of the conditions set forth in Sections 6.2(b) and 6.2(c) have been satisfied. (b) Buyer shall have delivered (or caused to have been delivered): (i) to one or more bank accounts designated in writing by the Seller (such designation to be made by the Seller at least five (5) Business Days prior to the Closing Date)Sellers’ Representative, in immediately available Dollars an amount equal to either (A) if the Estimated Adjustment Amount is zero or positive, the sum of the Base Purchase Price plus the Estimated Closing Adjustment Amount, or (B) if any, less the Estimated Adjustment Escrow Amount is negative, the Base Purchase Price minus the absolute value less one-half of the Estimated Adjustment fees due to the Escrow Agent less the Loan Payoff Amount (less the amount set forth Excess Vietcom Bank Indebtedness, if any, by wire transfer to an account or accounts and in clause (A) or (B) as applicable, such amounts specified by Sellers’ Representative in writing; Certain information in this document has been omitted and filed separately with the “Closing Purchase Price”);Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions marked [***]. (ii) The Escrow Agreement, executed by Buyer and the certificates Escrow Agent, together with the delivery to be delivered pursuant the Escrow Agent of the Escrow Amount plus the fees due to Section 6.03the Escrow Agent thereunder by wire transfer to an account specified by the Escrow Agent; (iii) a counterpart of the Transition Services Agreement attached as Exhibit A hereto (the “Transition Services Agreement”), duly executed by Parent and the Purchaser; (iv) a counterpart of the General Assignments and Bills of Sale for the Purchased Assets, by and between the Seller and the Purchaser, attached as Exhibit B hereto (the “General Assignment and ▇▇▇▇ of Sale”), duly executed by Parent and the Purchaser, and with respect to jurisdictions outside the United States in which the Purchased Assets, Assumed Liabilities, Excluded Assets or Retained Liabilities are located, such bills of sale, stock powers, certificates of title, deeds, assignments and other agreements or instruments of transfer (in a form that is consistent with the terms and conditions of this Agreement, and otherwise customary in such jurisdictions) as and to the extent necessary to effect the transfer of the Purchased Assets or Excluded Assets or the assumption of the Assumed Liabilities or Retained Liabilities pursuant to this Agreement (the “Foreign Closing Documents”), in each case duly executed by Parent and the Purchaser, to the extent applicable; (v) a counterpart of the Cincinnati Lease, attached as Exhibit C hereto, evidencing the five (5)-year lease to the Purchaser of certain office space in Cincinnati, Ohio (the “Cincinnati Lease”), duly executed by Parent and the Purchaser; (vi) a counterpart of the Orlando Sublease attached as Exhibit D hereto, evidencing the five (5)-year sublease to the Purchaser of certain office space in Orlando, Florida (the “Orlando Sublease”), duly executed by Parent and the Purchaser; (vii) a counterpart of the Master Commercial Agreement attached as Exhibit E hereto, pursuant to which certain Seller Entities will provide to the IM Business Entities certain commercial services for a period of two (2) years (the “Master Commercial Agreement”), duly executed by the Purchaser and each Affiliate of the Purchaser named as a party thereto; (viii) a counterpart of the Intellectual Property Cross-License Agreement attached as Exhibit F hereto (the “IP License Agreement”), duly executed by Parent and the Purchaser; and (ix) a counterpart of the side letter regarding certain acknowledgments and reporting obligations attached as Exhibit G hereto (the “Reporting Letter”), duly excuted by Parent and the Purchaser. (b) At the Closing, the Seller shall deliver, or cause to be delivered, to the Purchaser the following: (i) certificates evidencing the Purchased Shares to the extent that the Purchased Shares are in certificate form (and if not in certificate form, such other appropriate instruments of transfer), duly endorsed in blank or with stock powers duly executed in proper form for transfer, and (without prejudice to Section 5.02(d)) with any required stock transfer stamps affixed thereto, in each case duly executed by the Seller or other Seller Entity, as applicable; (ii) a counterpart of the General Assignment and ▇▇▇▇ of Sale and Assignment and Assumption Agreement, the Employment Agreements, and the Non-Competition and Non-Solicitation Agreements, each duly executed by the Seller and the Foreign Closing Documents, in each case duly executed by the Seller or other Seller Entity, to the extent applicable; (iii) the certificates to be delivered pursuant to Section 6.02Buyer; (iv) a counterpart of to the Transition Services Agreement duly executed by each Seller Entity named Persons specified, and as a party theretodirected, in the applicable pay-off letters, the Loan Payoff Amount; (v) to Sellers, a counterpart certificate of the Cincinnati LeaseSecretary of Buyer certifying, duly executed by each Seller Entity named as a party thereto; (vi) a counterpart of the Orlando Sublease, duly executed by each Seller Entity named as a party thereto; (vii) a counterpart of the Master Commercial Agreement, duly executed by each Seller Entity named as a party thereto; (viii) a counterpart of the IP License Agreement, duly executed by the Seller; (ix) a counterpart of the Side Letter, duly executed by the Seller; (x) resignations or instruments effecting the removal, effective complete and accurate as of the Closing, attached copies of the Governing Documents of Buyer and certifying and attaching all requisite resolutions or actions of Buyer’s board of directors approving the execution and delivery of this Agreement and the consummation of the Contemplated Transactions and certifying to the incumbency and signatures of the officers of IM Business Entities identified by Buyer executing this Agreement and any other document relating to the Purchaser within fifteen (15) Business Days following the date hereof from such directorships or officesContemplated Transactions; and (xivi) Seller shall deliver to Sellers, a certificate, dated the Closing Date and signed by a duly authorized officer of Buyer to the Purchaser effect that each of the deliverables conditions set forth in Section 6.01(e)of this AgreementSections 6.1(a) and 6.1(b) has been satisfied.

Closing Deliveries. (a) At the Closing, the Seller shall have delivered to Purchaser shall deliver, or cause to be delivered, to the Seller (or one or more Seller Entities designated by the Seller) at Closing each of the following:, together with any additional items which Purchaser may reasonably request to effect the transactions contemplated herein; (i) payment, by wire transfer(s) to one or more bank accounts designated in writing by the Seller (such designation to be made by the Seller at least five (5) Business Days prior to the Closing Date), in immediately available Dollars an amount equal to either (A) if the Estimated Adjustment Amount is zero or positive, the sum full and complete possession of the Base Purchase Price plus Property and related property, free from the Estimated Adjustment Amount, or (B) if the Estimated Adjustment Amount is negative, the Base Purchase Price minus the absolute value possession of the Estimated Adjustment Amount (the amount set forth in clause (A) or (B) as applicable, the “Closing Purchase Price”)any and all other persons; (ii) a limited warranty deed (the certificates "Deed") conveying an unencumbered, good, valid, marketable and indefeasible fee simple title to the Property to Purchaser such that Purchaser's title company will insure at standard rates without the standard printed exceptions and the Permitted Exceptions. The Deed shall be delivered pursuant in proper form for recordation, duly executed by Seller, with the signature of the Seller being acknowledged and notarized in the appropriate place, and otherwise in form and substance satisfactory to Section 6.03Purchaser and its counsel; (iii) an Affidavit executed by Seller under penalty of perjury, to the effect that Seller is not a counterpart foreign person within the meaning of Section 1445 of the Transition Services Agreement attached Internal Revenue Code of 1986, as Exhibit A hereto (the “Transition Services Agreement”)amended, duly executed by Parent and the Purchaserregulations promulgated thereunder, and setting forth Seller's taxpayer identification number and address as set forth in EXHIBIT "B"; (iv) a counterpart bill of sale conveying all of Seller's right, title and interest in a▇▇ ▇ersonal property relating to the General Assignments real estate (if any), a quitclaim assignment of all intangible rights including insurance proceeds if a fire or other casualty has occurred prior to Closing, an assignment of all warranties affecting the Property, a closing statement, any necessary state, county, and Bills of Sale city real estate transfer tax declarations for the Purchased AssetsProperty, by and between the Seller such additional instruments of sale, transfer, conveyance, and the Purchaser, attached as Exhibit B hereto (the “General Assignment and ▇▇▇▇ of Sale”), assignment duly executed by Parent and the Purchaser, and with respect to jurisdictions outside the United States in which the Purchased Assets, Assumed Liabilities, Excluded Assets or Retained Liabilities are located, such bills of sale, stock powers, certificates of title, deeds, assignments and other agreements or instruments of transfer (in a form that is consistent with the terms and conditions of this Agreement, and otherwise customary in such jurisdictions) Seller as and to the extent necessary to effect the transfer of the Purchased Assets Closing, as counsel to Purchaser shall deem necessary or Excluded Assets or the assumption of the Assumed Liabilities or Retained Liabilities pursuant to this Agreement (the “Foreign Closing Documents”), in each case duly executed by Parent and the Purchaser, to the extent applicableappropriate; (v) a counterpart of Seller's affidavit in the Cincinnati Lease, form attached hereto as Exhibit C hereto, evidencing the five EXHIBIT "C" (5)-year lease to the Purchaser of certain office space in Cincinnati, Ohio (the “Cincinnati Lease”"Seller's Affidavit"), duly executed by Parent and the Purchaser; (vi) a counterpart of the Orlando Sublease attached as Exhibit D hereto, evidencing the five (5)-year sublease to the Purchaser of certain office space in Orlando, Florida (the “Orlando Sublease”), duly executed by Parent and the Purchaser; (vii) a counterpart of the Master Commercial Agreement attached as Exhibit E hereto, pursuant to which certain Seller Entities will provide to the IM Business Entities certain commercial services for a period of two (2) years (the “Master Commercial Agreement”), duly executed by the Purchaser and each Affiliate of the Purchaser named as a party thereto; (viii) a counterpart of the Intellectual Property Cross-License Agreement attached as Exhibit F hereto (the “IP License Agreement”), duly executed by Parent and the Purchaser; and (ix) a counterpart of the side letter regarding certain acknowledgments and reporting obligations attached as Exhibit G hereto (the “Reporting Letter”), duly excuted by Parent and the Purchaser. (b) At the Closing, the Seller shall deliver, or cause to be delivered, to the Purchaser the following: (i) certificates evidencing the Purchased Shares to the extent that the Purchased Shares are in certificate form (and if not in certificate form, such other appropriate instruments of transfer), duly endorsed in blank or with stock powers duly executed in proper form for transfer, and (without prejudice to Section 5.02(d)) with any required stock transfer stamps affixed thereto, in each case duly executed by the Seller or other Seller Entity, as applicable; (ii) a counterpart of the General Assignment and ▇▇▇▇ of Sale duly executed by the Seller and the Foreign Closing Documents, in each case duly executed by the Seller or other Seller Entity, to the extent applicable; (iii) the certificates to be delivered pursuant to Section 6.02; (iv) a counterpart of the Transition Services Agreement duly executed by each Seller Entity named as a party thereto; (v) a counterpart of the Cincinnati Lease, duly executed by each Seller Entity named as a party thereto; (vi) a counterpart of the Orlando Sublease, duly executed by each Seller Entity named as a party thereto; (vii) a counterpart of the Master Commercial Agreement, duly executed by each Seller Entity named as a party thereto; (viii) a counterpart of the IP License Agreement, duly executed by the Seller; (ix) a counterpart of the Side Letter, duly executed by the Seller; (x) resignations or instruments effecting the removal, effective as of the Closing, of the directors and officers of IM Business Entities identified by the Purchaser within fifteen (15) Business Days following the date hereof from such directorships or offices; and (xi) Seller shall deliver to the Purchaser the deliverables set forth in Section 6.01(e)of this Agreement.

Closing Deliveries. (a) At the Closing, the Closing Seller shall deliver to Purchaser shall deliver, or cause to be delivered, to the Seller (or one or more Seller Entities designated by the Seller) the followingEscrowee: (i) payment, the Deed executed by wire transfer(s) to one or more bank accounts designated Seller and acknowledged in writing by the Seller (such designation to be made by the Seller at least five (5) Business Days prior to the Closing Date), in immediately available Dollars an amount equal to either (A) if the Estimated Adjustment Amount is zero or positive, the sum of the Base Purchase Price plus the Estimated Adjustment Amount, or (B) if the Estimated Adjustment Amount is negative, the Base Purchase Price minus the absolute value of the Estimated Adjustment Amount (the amount set forth in clause (A) or (B) form annexed hereto as applicable, the “Closing Purchase Price”)Exhibit 1; (ii) the certificates to be delivered pursuant to Section 6.03Assignment of the Space Leases executed by Seller in the form annexed hereto as Exhibit 2; (iii) a counterpart the Assignment of the Transition Services Agreement attached Service Contracts (and any permitted replacements or renewals thereof) executed by Seller in the form annexed hereto as Exhibit A hereto (the “Transition Services Agreement”), duly executed by Parent and the Purchaser3; (iv) a counterpart the Assignment of Licenses, Permits, Guarantees and Warranties executed by Seller in the form annexed hereto as Exhibit 4; (v) notice to the Space Tenants executed by Seller in the form annexed hereto as Exhibit 5 (which will be delivered to the Space Tenants by Seller or its property manager unless otherwise mutually agreed to by Seller and Purchaser); (vi) originals, or if originals are not available, copies of the General Assignments and Bills Space Leases; (vii) notice to the service contractors executed by Seller in the form annexed hereto as Exhibit 6; (viii) originals, or if originals are not available, copies of Sale the Service Contracts; (ix) to the extent in Seller's possession, the real estate tax bills for the Purchased AssetsPremises for the then current real estate tax year; (x) to the extent they are in Seller's possession (a) unless posted at the Property, by all licenses and between permits, authorizations and approvals pertaining to the Premises and (b) all guarantees and warranties which Seller has received in connection with any work or services performed or equipment installed in and improvements erected on the Premises (Seller agrees to use commercially reasonable efforts to obtain an acknowledgment from the roof warranty material and/or service provider of the assignment of the roof warranty to Purchaser (at the sole cost and expense of Seller) but failure to obtain same shall not be a condition to Purchaser's obligation to complete Closing not give rise to any liability or obligation on the part of Seller to Purchaser or otherwise); (xi) duly executed certificate of Seller in the applicable form set forth in Treasury Regulations Section 1.1445-2(b)(2); and (xii) estoppel certificates (each an "ESTOPPEL CERTIFICATE" and collectively the "ESTOPPEL CERTIFICATES") from Space Tenants representing ninety-five (95%) percent of the leased area of the Premises, attached provided that Seller shall deliver estoppel certificates from one hundred (100%) percent of Space Tenants equal to or greater than 8,000 square feet occupying space at the Premises (collectively, "ESTOPPEL TENANTS"), in form and substance which do not vary materially from the form annexed hereto as Exhibit B 7 (unless such variance benefits Purchaser), provided, however, that any Space Tenant may delete or modify paragraphs m, n and o of the Estoppel Certificate, or, as to any Space Tenant and/or Space Lease providing for or allowing a different form of estoppel certificate, the form provided or allowed by such Space Tenant and/or Space Lease. Seller will request, where appropriate, an estoppel certificate, in the form annexed hereto as EXHIBIT 13, from all guarantors ("GUARANTOR ESTOPPEL CERTIFICATE") of Space Leases at the “General Assignment Premises but failure to obtain an executed Guarantor Estoppel Certificate shall not be a condition to Purchaser's obligation to complete Closing nor give rise to any liability or obligation on the part of Seller to Purchaser or otherwise. Notwithstanding the foregoing to the contrary, if the Estoppel Certificates cannot be timely delivered, Seller may, but shall not be obligated to, adjourn the Closing for a period not to exceed thirty (30) days, to (i) obtain the Estoppel Certificates or (ii) for Space Tenants occupying less than 8,000 square feet at the Premises, elect to deliver Seller's Estoppels in lieu thereof if such estoppels are not delivered, or as a supplement thereto, if such estoppels do not cover all of the required matters as set forth on EXHIBIT 7 or in the form provided for or allowed pursuant to such Space Tenant's Space Lease, as applicable, in the form attached hereto as EXHIBIT 11 (each a "SELLER'S ESTOPPEL" and collectively "SELLER'S ESTOPPELS") which Seller's Estoppels shall be deemed to comply with this Section 9.3(a)(xii) and shall satisfy Seller's obligation with respect to such Space Tenant. Seller shall be entirely released from liability under a Seller Estoppel upon delivery to Purchaser of an Estoppel Certificate from the corresponding Space Tenant to the extent such replacement Estoppel Certificate is in a form and substance which complies with this Section 9.3(a)(xii). If Seller, after exercising or waiving in writing its adjournment right set forth in this Section 9.3(a)(xii), does not or cannot deliver the required Estoppel Certificates, Purchaser's sole remedy shall be to terminate this Contract and receive the return of the Deposit or to close notwithstanding the lack of the Estoppel Certificate(s) without any reduction of the Purchase Price and without any liability of Seller relative thereto. In the event any Estoppel Certificate shall claim a default or other failure of an obligation (a claim of default or failure of an obligation by Seller or a Space Tenant which arises out of or results from information disclosed to or known by Purchaser prior to the Outside Termination Date shall not be deemed an Estoppel Default) by Seller under a Space Lease (such default or failure hereinafter being referred to as an "ESTOPPEL DEFAULT"), then Seller may, but shall not be obligated to, elect to cure any such Estoppel Default and shall, for that purpose, be entitled to adjourn the Closing for a period not to exceed thirty (30) days, provided, however, that in the event Seller elects not to cure such Estoppel Default or is unable to cure such Estoppel Default within such period of time, Purchaser's sole remedy shall be to terminate this Contract and receive the return of the Deposit. In the event Purchaser is permitted to terminate this Contract pursuant to the preceding sentence and if Purchaser fails to terminate this Contract as provided for above then, the rights and obligations of the parties hereto shall not be affected thereby, this Contract shall remain in full force and effect and Purchaser shall, at the Closing, accept such Estoppel Certificate subject to such Estoppel Default without any reduction of the Purchase Price. Notwithstanding anything contained herein to the contrary, Purchaser shall notify Seller upon the date which is the earlier of (i) three (3) Business Days following Purchaser's receipt of an executed Estoppel Certificate and (ii) one (1) Business Day prior to Closing, of Purchaser's permitted objections to any such Estoppel Certificate. Purchaser's failure to timely respond to Seller in accordance with the preceding sentence shall be deemed its approval of the Estoppel Certificate. (xiii) the ▇▇▇▇ of Sale”), duly executed by Parent and Seller in the Purchaser, and with respect to jurisdictions outside the United States in which the Purchased Assets, Assumed Liabilities, Excluded Assets or Retained Liabilities are located, such bills form of sale, stock powers, certificates of title, deeds, assignments and other agreements or instruments of transfer (in a form that is consistent with the terms and conditions of this Agreement, and otherwise customary in such jurisdictions) as and to the extent necessary to effect the transfer of the Purchased Assets or Excluded Assets or the assumption of the Assumed Liabilities or Retained Liabilities pursuant to this Agreement (the “Foreign Closing Documents”), in each case duly executed by Parent and the Purchaser, to the extent applicableExhibit 8 annexed hereto; (vxiv) a counterpart of the Cincinnati Leasekeys, attached as Exhibit C hereto, evidencing the five (5)-year lease combinations and codes to all locks and security devices to the Purchaser of certain office space Premises in Cincinnati, Ohio (the “Cincinnati Lease”), duly executed by Parent and the PurchaserSeller's possession; (vixv) a counterpart an update of the Orlando Sublease attached as Exhibit D hereto, evidencing the five (5)-year sublease to the Purchaser of certain office space in Orlando, Florida (the “Orlando Sublease”), duly Seller's representations executed by Parent and the PurchaserSeller in accordance with Section 6.3 above; (viixvi) a counterpart of the Master Commercial Agreement attached as Exhibit E hereto, pursuant to which certain Seller Entities will provide to the IM Business Entities certain commercial services for a period of two (2) years (the “Master Commercial Agreement”), duly Seller's non-resident withholding affidavit executed by the Purchaser and each Affiliate of the Purchaser named as a party theretoSeller; (viiixvii) a counterpart of the Intellectual Property Cross-License Agreement attached as Exhibit F hereto (the “IP License Agreement”), duly Transfer Tax return(s) executed by Parent and the PurchaserSeller (if applicable); and (ixxviii) Seller shall request from BB Fonds International 1 USA, L.P., as a party to certain easement agreements on SCHEDULE B (items 10 (o) and (q)), an estoppel certificate in a form attached hereto as EXHIBIT 12 and promptly upon receipt agrees to deliver the same to Purchaser, but the failure to obtain an estoppel certificate from BB Fonds International 1 USA shall not be a condition to Purchaser's obligation to complete Closing nor give rise to any liability or obligation on the part of Seller to Purchaser or otherwise. (xix) a counterpart of the side letter regarding certain acknowledgments and reporting obligations title certificate in form attached hereto as Exhibit G hereto 10; and (the “Reporting Letter”), duly excuted by Parent and the Purchaserxx) evidence of Seller's organizational authority. (b) At the Closing, the Closing Purchaser shall deliver to Seller shall deliver, or cause to be delivered, to the Purchaser the followingEscrowee: (i) certificates evidencing the Purchased Shares to balance of the extent that the Purchased Shares are Purchase Price as provided in certificate form (and if not in certificate form, such other appropriate instruments of transfer), duly endorsed in blank or with stock powers duly executed in proper form for transfer, and (without prejudice to Section 5.02(d)) with any required stock transfer stamps affixed thereto, in each case duly executed by the Seller or other Seller Entity, as applicable3 hereof; (ii) a counterpart the Assignment of the General Assignment and ▇▇▇▇ of Sale duly Space Lease executed by Purchaser in the Seller and the Foreign Closing Documents, in each case duly executed by the Seller or other Seller Entity, to the extent applicableform annexed hereto as Exhibit 2; (iii) the certificates to be delivered pursuant to Section 6.02Assignment of the Service Contracts (and any replacements or renewals thereof) executed by Purchaser in the form annexed hereto as Exhibit 3; (iv) a counterpart of notice to the Transition Services Agreement duly Space Tenants executed by each Seller Entity named Purchaser in the form annexed hereto as a party theretoExhibit 5; (v) a counterpart of the Cincinnati Lease, duly Transfer Tax return(s) executed by each Seller Entity named as a party theretoPurchaser (if applicable); (vi) a counterpart of notice to the Orlando Sublease, duly service contractors executed by each Seller Entity named Purchaser in the form annexed hereto as a party thereto;Exhibit 6; and (vii) a counterpart evidence of the Master Commercial Agreement, duly executed by each Seller Entity named as a party thereto; (viii) a counterpart of the IP License Agreement, duly executed by the Seller; (ix) a counterpart of the Side Letter, duly executed by the Seller; (x) resignations or instruments effecting the removal, effective as of the Closing, of the directors and officers of IM Business Entities identified by the Purchaser within fifteen (15) Business Days following the date hereof from such directorships or offices; and (xi) Seller shall deliver to the Purchaser the deliverables set forth in Section 6.01(e)of this AgreementPurchaser's organizational authority.

Closing Deliveries. (a) At the Closing, the Purchaser shall deliver, or cause to be delivered, to the Seller (or one or more Seller Entities designated by the Seller) the following: (i) payment, by wire transfer(s) to one or more bank accounts designated in writing by the Seller (such designation to be made by the Seller at least five (5) Business Days prior to the Closing Date), in immediately available Dollars an amount equal to either (A) if the Estimated Adjustment Amount is zero or positive, the sum IMPV and ETECH shall each deliver any undelivered items of the Base Purchase Price plus the Estimated Adjustment Amount, or (B) if the Estimated Adjustment Amount is negative, the Base Purchase Price minus the absolute value of the Estimated Adjustment Amount (the amount items set forth in clause (A) or (B) as applicableSection 8, the “Closing Purchase Price”); (ii) ETECH shall deliver the certificates to be delivered $250,000 balance of the New Capital (as defined below) and those funds and the $250,000 previously deposited by ETECH pursuant to Section 6.03; 2.3(a) shall be paid to American Stock Transfer & Trust Company (the "DEPOSITARY"), (iii) a counterpart of IMPV shall irrevocably pay cash in an amount which, when added to the Transition Services Agreement attached $500,000 referred to above, will equal the aggregate Buyback Price which would be payable in the Share Buyback if all Buyback Interests, other than those held by the New IMPV Shareholders (as Exhibit A hereto (the “Transition Services Agreement”defined below), duly executed by Parent were tendered, and the Purchaser; (iv) a counterpart IMPV and ETECH shall have delivered mutually acceptable instructions to the Depositary meeting the requirements of this Section 1.2(b). The funds paid to the Depositary pursuant to items (ii) and (iii) shall be referred to herein as the "ESCROWED FUNDS." ETECH and IMPV shall give irrevocable instructions to the Depositary to hold the Escrowed Funds in escrow for the exclusive benefit of tendering holders of Buyback Interests and for the exclusive purpose of paying the Buyback Price to such holders. Arrangements satisfactory to IMPV and ETECH shall be made with the Depositary so that the Depositary is irrevocably bound to hold the Escrowed Funds in escrow for the exclusive benefit of tendering holders of Buyback Interests, to pay the Buyback Price to such holders from the Escrowed Funds and to return to IMPV as soon as possible and in any event within two (2) business days any portion or portions of the General Assignments and Bills Escrowed Funds which will not be required to fund the payment of Sale the Buyback Price to tendering holders of Buyback Interests whenever the Depositary is able to determine that such portion or portions of the Escrowed Funds will not be so required. The arrangements shall provide, for the Purchased Assetsbenefit of tendering holders of Buyback Interests, that the Depositary may not return any of the Escrowed Funds to IMPV other than as required above unless the Depositary is instructed to do so by a writing signed by both IMPV and between Ronald B. Cooper. IMPV shall become the Seller and owner of the Purchaser, attached as Exhibit B hereto (the “General Assignment and funds ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇suant to item (ii) above when the Articles of Sale”), duly executed by Parent and the Purchaser, and with respect to jurisdictions outside the United States in which the Purchased Assets, Assumed Liabilities, Excluded Assets or Retained Liabilities Merger are located, such bills of sale, stock powers, certificates of title, deeds, assignments and other agreements or instruments of transfer (in a form that is consistent filed with the terms and conditions Arizona Corporation Commission, but not before. If the Articles of this Agreement, and otherwise customary in such jurisdictions) as and to Merger are not filed with the extent necessary to effect Arizona Corporation Commission within 30 days from the transfer date of the Purchased Assets or Excluded Assets or the assumption of the Assumed Liabilities or Retained Liabilities pursuant to this Agreement (the “Foreign Closing Documents”), in each case duly executed by Parent and the Purchaser, to the extent applicable; (v) a counterpart of the Cincinnati Lease, attached as Exhibit C hereto, evidencing the five (5)-year lease to the Purchaser of certain office space in Cincinnati, Ohio (the “Cincinnati Lease”), duly executed by Parent and the Purchaser; (vi) a counterpart of the Orlando Sublease attached as Exhibit D hereto, evidencing the five (5)-year sublease to the Purchaser of certain office space in Orlando, Florida (the “Orlando Sublease”), duly executed by Parent and the Purchaser; (vii) a counterpart of the Master Commercial Agreement attached as Exhibit E hereto, pursuant to which certain Seller Entities will provide to the IM Business Entities certain commercial services for a period of two (2) years (the “Master Commercial Agreement”), duly executed by the Purchaser and each Affiliate of the Purchaser named as a party thereto; (viii) a counterpart of the Intellectual Property Cross-License Agreement attached as Exhibit F hereto (the “IP License Agreement”), duly executed by Parent and the Purchaser; and (ix) a counterpart of the side letter regarding certain acknowledgments and reporting obligations attached as Exhibit G hereto (the “Reporting Letter”), duly excuted by Parent and the Purchaser. (b) At the Closing, the Seller ETECH and IMPV shall deliver, or cause to be delivered, provide written instructions to the Purchaser Depositary, signed by them and by Ronald B. Cooper, directing the following: (i) certificates evidencing Depositary to return the Purchased Shares to the extent that the Purchased Shares are in certificate form (and if not in certificate form, such other appropriate instruments of transfer), duly endorsed in blank or with stock powers duly executed in proper form for transfer, and (without prejudice to Section 5.02(d)) with any required stock transfer stamps affixed thereto, in each case duly executed by the Seller or other Seller Entity, as applicable; (ii) a counterpart of the General Assignment and ▇▇▇▇▇▇▇▇ of Sale duly executed Funds by the Seller and the Foreign Closing Documents, in each case duly executed by the Seller or other Seller Entity, wire to the extent applicable; (iii) the certificates to be delivered pursuant to Section 6.02; (iv) a counterpart of the Transition Services Agreement duly executed by each Seller Entity named as a party thereto; (v) a counterpart of the Cincinnati Lease, duly executed by each Seller Entity named as a party thereto; (vi) a counterpart of the Orlando Sublease, duly executed by each Seller Entity named as a party thereto; (vii) a counterpart of the Master Commercial Agreement, duly executed by each Seller Entity named as a party thereto; (viii) a counterpart of the IP License Agreement, duly executed by the Seller; (ix) a counterpart of the Side Letter, duly executed by the Seller; (x) resignations or instruments effecting the removal, effective as of the Closing, of the directors and officers of IM Business Entities identified by the Purchaser within fifteen (15) Business Days following the date hereof bank accounts from such directorships or offices; and (xi) Seller shall deliver which they were transferred to the Purchaser the deliverables set forth in Section 6.01(e)of this AgreementDepositary.

Closing Deliveries. (a) At On the ClosingClosing Date, the Purchaser Seller shall deliver, deliver or cause to be delivered, : (a) A duly executed and acknowledged special warranty deed conveying the Land and the Improvements to Buyer; (b) A duly executed quitclaim bill of sale and general assignment conveying the Personal ▇▇▇▇erty and the Intangible Property to Buyer; (c) A duly executed assignment and assumption of the Leases and Tenant Deposits (the "ASSIGNMENT OF LEASES"); (d) A duly executed assignment and assumption of Property Contracts being assumed (the "ASSIGNMENT OF CONTRACTS"); (e) A certificate or certificates of non-foreign status from Seller; (f) Customary affidavits sufficient for the Escrow Agent to delete any exceptions for mechanic's or materialmen's liens and parties in possession from Buyer's title policy and such other affidavits relating to such title policy as the Escrow Agent may reasonably request; (g) An updated Rent Roll (including a list if all delinquent and prepaid rents) certified by the Seller as true and correct as of the Closing Date; (h) Such other instruments as Buyer or one or more Seller Entities designated the Escrow Agent may reasonably request to effectuate the transactions contemplated by the Seller) the following:this Agreement; (i) paymentA duly executed counterpart original of the closing statement setting forth the Purchase Price, by wire transfer(sthe closing adjustments and the application of the Purchase Price as adjusted, (j) to one Evidence or more bank accounts designated in writing documents as may reasonably be required by the Escrow Agent evidencing the status and capacity of Seller (such designation to be made by sell the Seller at least five (5) Business Days prior to Property and the Closing Date), in immediately available Dollars an amount equal to either (A) if the Estimated Adjustment Amount is zero or positive, the sum authority of the Base Purchase Price plus person or persons executing the Estimated Adjustment Amount, or (B) if various documents on behalf of Seller in connection with the Estimated Adjustment Amount is negative, the Base Purchase Price minus the absolute value sale of the Estimated Adjustment Amount (the amount set forth in clause (A) or (B) as applicable, the “Closing Purchase Price”)Property; (iik) Originals, or where unavailable, copies of all Property Contracts, Leases (with all amendments and modifications thereto), operating information, permits, warranties and financial information about the certificates Property in Seller's possession or control relating to be delivered pursuant to Section 6.03the Property; (iii1) a counterpart of All keys to all locks on the Transition Services Agreement attached as Exhibit A hereto (the “Transition Services Agreement”), duly executed by Parent Property and the Purchaser; (iv) a counterpart of the General Assignments and Bills of Sale for the Purchased Assets, by and between the Seller and the Purchaser, attached as Exhibit B hereto (the “General Assignment and ▇▇▇▇ of Sale”), duly executed by Parent and the Purchaser, and with respect to jurisdictions outside the United States in which the Purchased Assets, Assumed Liabilities, Excluded Assets or Retained Liabilities are located, such bills of sale, stock powers, certificates of title, deeds, assignments and other agreements or instruments of transfer (in a form that is consistent with the terms and conditions of this Agreement, and otherwise customary in such jurisdictions) as and to the extent necessary to effect the transfer of the Purchased Assets or Excluded Assets or the assumption of the Assumed Liabilities or Retained Liabilities pursuant to this Agreement (the “Foreign Closing Documents”), in each case duly executed by Parent and the Purchasersimilar items, to the extent applicablein Seller's possession; (v) a counterpart of the Cincinnati Lease, attached as Exhibit C hereto, evidencing the five (5)-year lease to the Purchaser of certain office space in Cincinnati, Ohio (the “Cincinnati Lease”), duly executed by Parent and the Purchaser; (vi) a counterpart of the Orlando Sublease attached as Exhibit D hereto, evidencing the five (5)-year sublease to the Purchaser of certain office space in Orlando, Florida (the “Orlando Sublease”), duly executed by Parent and the Purchaser; (vii) a counterpart of the Master Commercial Agreement attached as Exhibit E hereto, pursuant to which certain Seller Entities will provide to the IM Business Entities certain commercial services for a period of two (2) years (the “Master Commercial Agreement”), duly executed by the Purchaser and each Affiliate of the Purchaser named as a party thereto; (viii) a counterpart of the Intellectual Property Cross-License Agreement attached as Exhibit F hereto (the “IP License Agreement”), duly executed by Parent and the Purchaser; and (ix) a counterpart of the side letter regarding certain acknowledgments and reporting obligations attached as Exhibit G hereto (the “Reporting Letter”), duly excuted by Parent and the Purchaser. (b) At the Closing, the Seller shall deliver, or cause to be delivered, to the Purchaser the following: (i) certificates evidencing the Purchased Shares to the extent that the Purchased Shares are in certificate form (and if not in certificate form, such other appropriate instruments of transfer), duly endorsed in blank or with stock powers duly executed in proper form for transfer, and (without prejudice to Section 5.02(d)) with any required stock transfer stamps affixed thereto, in each case duly executed by the Seller or other Seller Entity, as applicable; (ii) a counterpart of the General Assignment and ▇▇▇▇ of Sale duly executed by the Seller and the Foreign Closing Documents, in each case duly executed by the Seller or other Seller Entity, to the extent applicable; (iii) the certificates to be delivered pursuant to Section 6.02; (iv) a counterpart of the Transition Services Agreement duly executed by each Seller Entity named as a party thereto; (v) a counterpart of the Cincinnati Lease, duly executed by each Seller Entity named as a party thereto; (vi) a counterpart of the Orlando Sublease, duly executed by each Seller Entity named as a party thereto; (vii) a counterpart of the Master Commercial Agreement, duly executed by each Seller Entity named as a party thereto; (viii) a counterpart of the IP License Agreement, duly executed by the Seller; (ix) a counterpart of the Side Letter, duly executed by the Seller; (x) resignations or instruments effecting the removal, effective as of the Closing, of the directors and officers of IM Business Entities identified by the Purchaser within fifteen (15) Business Days following the date hereof from such directorships or offices; and (xi) Seller shall deliver to the Purchaser the deliverables set forth in Section 6.01(e)of this Agreement.

Closing Deliveries. (a) At the Closing, the Purchaser shall deliver, or cause to be delivered, to the Seller (or one or more Seller Entities designated by the Seller) the following: (i) payment, by wire transfer(s) to one or more bank accounts designated in writing by the Seller (such designation to be made by the Seller at least five (5) Business Days prior to the Closing Date), in immediately available Dollars an amount equal to either (A) if the Estimated Adjustment Amount is zero or positive, the sum of the Base Purchase Price plus the Estimated Adjustment Amount, or (B) if the Estimated Adjustment Amount is negative, the Base Purchase Price minus the absolute value of the Estimated Adjustment Amount (the amount set forth in clause (A) or (B) as applicable, the “Closing Purchase Price”); (ii) the certificates to be delivered pursuant to Section 6.03; (iii) a counterpart of the Transition Services Agreement attached as Exhibit A hereto (the “Transition Services Agreement”), duly executed by Parent and the Purchaser; (iv) a counterpart of the General Assignments and Bills of Sale for the Purchased Assets, by and between the Seller and the Purchaser, attached as Exhibit B hereto (the “General Assignment and ▇▇▇▇ of Sale”), duly executed by Parent and the Purchaser, and with respect to jurisdictions outside the United States in which the Purchased Assets, Assumed Liabilities, Excluded Assets or Retained Liabilities are located, such bills of sale, stock powers, certificates of title, deeds, assignments and other agreements or instruments of transfer (in a form that is consistent with the terms and conditions of this Agreement, and otherwise customary in such jurisdictions) as and to the extent necessary to effect the transfer of the Purchased Assets or Excluded Assets or the assumption of the Assumed Liabilities or Retained Liabilities pursuant to this Agreement (the “Foreign Closing Documents”), in each case duly executed by Parent and the Purchaser, to the extent applicable; (v) a counterpart of the Cincinnati Lease, attached as Exhibit C hereto, evidencing the five (5)-year lease to the Purchaser of certain office space in Cincinnati, Ohio (the “Cincinnati Lease”), duly executed by Parent and the Purchaser; (vi) a counterpart of the Orlando Sublease attached as Exhibit D hereto, evidencing the five (5)-year sublease to the Purchaser of certain office space in Orlando, Florida (the “Orlando Sublease”), duly executed by Parent and the Purchaser; (vii) a counterpart of the Master Commercial Agreement attached as Exhibit E hereto, pursuant to which certain Seller Entities will provide to the IM Business Entities certain commercial services for a period of two (2) years (the “Master Commercial Agreement”), duly executed by the Purchaser and each Affiliate of the Purchaser named as a party thereto; (viii) a counterpart of the Intellectual Property Cross-License Agreement attached as Exhibit F hereto (the “IP License Agreement”), duly executed by Parent and the Purchaser; and (ix) a counterpart of the side letter regarding certain acknowledgments and reporting obligations attached as Exhibit G hereto (the “Reporting Letter”), duly excuted by Parent and the Purchaser. (b) At the Closing, the Seller shall deliver, or cause deliver to be delivered, to the Purchaser the following: (i) certificates evidencing For each Owned Property, the Purchased Shares form of deed shall be the jurisdictional equivalent of a Limited Warranty Deed, except for those instances where Seller received a General Warranty Deed, in which case, the same form of deed as received by Seller shall be delivered. Each deed shall be in form and substance reasonably satisfactory to counsel for Purchaser, containing the customary covenants for such jurisdiction (subject to the extent that the Purchased Shares are in certificate form (first sentence of this subparagraph) and if not in certificate form, such other appropriate instruments of transfer), duly endorsed in blank or with stock powers duly executed and acknowledged in proper recordable form for transferso as to convey to Purchaser good, marketable and insurable title, as aforesaid, to the Owned Property free and clear of all liens and encumbrances except the Permitted Encumbrances and other items as set forth in Paragraph 2. Seller agrees to include in the Deed the legal description of the Property prepared by Purchaser’s surveyor if such description and the survey from which it is derived are certified to Seller. Any brokerage agreements listed on Exhibit CC, Section B, and (without prejudice relating to an Owned Property shall be assigned to Purchaser at Closing, subject to the apportionment of the payments thereunder as set forth on Exhibit CC. Any brokerage agreement listed on Exhibit CC, Section 5.02(d)) with any required stock transfer stamps affixed theretoA, in each case duly executed by the Seller or other Seller Entity, as applicable;shall not be assigned to Purchaser at Closing. (ii) For each Lease Property, an assignment and assumption of lease and all ancillary agreements relating to such Lease (such as agreements with the fee mortgagee or overlandlord) in form and substance reasonably satisfactory to counsel for Purchaser, but consistent with the requirements of this Agreement, a counterpart “base form” of which is attached hereto as Exhibit P, which form will be modified to add the customary covenants and requirements for such jurisdiction and shall be duly executed and acknowledged in recordable form (or with a memorandum or short form thereof in recordable form, as Purchaser shall elect in each case) so as to convey to Purchaser good, marketable and insurable title to the leasehold estate in each such Lease Property, free and clear of all liens and encumbrances, except the Permitted Encumbrances and other items set forth in Paragraph 2. Seller agrees to include in the assignment the legal description of the General Assignment Property prepared by Purchaser’s surveyor if such description and the survey from which it is derived are certified to Seller, provided, however, that the parties acknowledge that certain Space Leases contain only diagrams of the Leased Premises and in such cases, the parties shall assign using the description set forth in the memorandum of lease for any such Space Lease unless local counsel shall advise that another description should be used to conform to local “best practices”. Any brokerage agreements listed on Exhibit CC, Section B, and relating to a Lease Property shall be assigned to Purchaser at Closing, subject to the apportionment of the payments thereunder as set forth on Exhibit CC. Any brokerage agreement listed on Exhibit CC, Section A, shall not be assigned to Purchaser at Closing. (iii) A valid ▇▇▇▇ of Sale sale or bills of sale for the (A) Incidental Property and (B) certain leasehold improvements as set forth as Special Circumstances on Exhibit L, with general warranties and in form and substance reasonably satisfactory to counsel for Purchaser, duly executed and acknowledged. (iv) An affidavit duly executed and acknowledged showing that any judgments, bankruptcies or other returns disclosed by a title search against other persons having names the same as or similar to Seller’s are not against Seller, and such other customary documents, each duly executed and acknowledged, as Purchaser or Purchaser’s title company may reasonably require in order to render and/or insure title to the Property to be in the condition described in Paragraph 2. Seller hereby agrees to deliver all proofs and documents set forth in the Title Commitments in Schedule B, Part 1 of each Title Commitment relating to Seller, its authority or its title to or interest in any Asset, each of which shall be in form and substance sufficient to satisfy the applicable requirement of the applicable Title Commitment (as updated in accordance with this Agreement) for issuance of a title policy in the condition described in Paragraph 2 which requirements shall be complied with whether or not Purchaser is insuring such title. (v) An assignment to Purchaser of Seller’s right, title and interest in those existing Tax Actions (as hereinafter defined) that Purchaser elects in its sole discretion, by written notice to Seller during the Inspection Period, to assume (the “Assumed Proceedings”), and an executed stipulation of substitution of counsel with respect to the Assumed Proceedings in favor of counsel designated by Purchaser. In connection with such assignment, Seller shall be credited at Closing with its out-of-pocket costs incurred before Closing in connection with the Assumed Proceedings. Seller shall provide Purchaser with detailed information regarding each existing Tax Action and the costs expended to date for each such Tax Action promptly after the date of this Agreement. Seller shall not settle or compromise any Assumed Proceeding before Closing if the settlement or compromise would have any adverse impact on the real estate taxes on any Property after Closing, and Seller shall not settle or compromise any Tax Action that is not an Assumed Proceeding at any time, before or after Closing, if the settlement or compromise would have any adverse impact on the real estate taxes on any Property for the period after Closing. (vi) An assignment and assumption between Seller and Purchaser of the Foreign landlord’s interest in and to the Tenant Leases and the security deposit for the Party City Tenant Lease in Charleston, South Carolina (8756) (to the extent the same have not been applied in accordance with the terms of the applicable Lease), in form and substance reasonably satisfactory to counsel for Seller and Purchaser, duly executed and acknowledged in recordable form (or with a memorandum or short form thereof in recordable form, if requested by Purchaser) and containing Seller’s representation and warranty that there have been no prior assignments of the Leases, together with an original executed copy of each Tenant Lease and any and all amendments thereto. (vii) An affidavit of Seller, duly executed and acknowledged, dated as of the Closing Documentsstating that all representations and warranties of Seller contained herein are true and correct as of the Closing in all material respects. (viii) All available certificates of occupancy with respect to the Properties and all maintenance, management, leasing and other applicable records for the Properties, in each case duly executed by the Seller or other Seller Entity, to the extent applicable; (iii) the certificates to be delivered pursuant to Section 6.02; (iv) a counterpart of the Transition Services Agreement duly executed by each Seller Entity named as a party thereto; (v) a counterpart of the Cincinnati Lease, duly executed by each Seller Entity named as a party thereto; (vi) a counterpart of the Orlando Sublease, duly executed by each Seller Entity named as a party thereto; (vii) a counterpart of the Master Commercial Agreement, duly executed by each Seller Entity named as a party thereto; (viii) a counterpart of the IP License Agreement, duly executed by the in Seller;’s possession. (ix) a counterpart of the Side Letter, duly executed by the Seller;The Consents (as defined in Paragraph 8(c) and Estoppels (as defined in Paragraph 8(b)). (x) resignations Subordination, nondisturbance and attornment agreements for any Lease Property where the Lease is or instruments effecting could be subordinate to the removal, effective mortgage or deed of trust either as a matter of law or as a result of the applicable Lease provisions (“SNDAs”) and recognition agreements for any Lease Property where Seller has a subleasehold interest (“Recognition Agreements”). This delivery shall be satisfied either by assigning to Purchaser any existing SNDAs and/or Recognition Agreements that are assignable by their terms or by obtaining new SNDAs or Recognition Agreements where no SNDA or Recognition Agreement, as the case may be, currently exist or where it exists but is not assignable to Purchaser. A list of all existing SNDAs and Recognition Agreements are set forth on Exhibit U. Exhibit U further sets forth whether an SNDA or Recognition Agreement is assignable. Exhibit U shall be updated upon obtaining the updates to the Title Commitments to reflect changes in mortgages and SNDAs/Recognition Agreements to reflect any further SNDAs and/or Recognition Agreements that are required or that exist and are to be assigned at Closing. Notwithstanding the foregoing, if a Lease or an ▇▇▇▇▇▇▇▇▇ does not expressly require the provision of an SNDA and/or Recognition Agreement and, despite Seller using commercially reasonable efforts to obtain same, Seller is unable to do so, the requirement of the directors SNDA and/or Recognition Agreement that shall be automatically waived and officers of IM Business Entities identified by the Purchaser within fifteen (15) Business Days following the date hereof from such directorships or offices; andshall not be a required closing delivery. (xi) Seller shall deliver Letters to landlords under the Leases and Property Tenants under the Tenant Leases informing them of the sale in such appropriate form as Purchaser may request. Exhibit V lists those Leases and Property Leases where notice is required and sets forth the deliverables requirements of such notice and also lists the notice addresses (including copies required to be sent and mortgagees and others entitled to notice) as set forth in Section 6.01(e)of this Agreementeach Lease and Tenant Lease and any other agreements (such as recognition agreements or subordination, non-disturbance and attornment agreements) as same have been changed from time to time and as same are currently reflected in Seller’s most recent records. The notice addresses attached are being verified and updated by Seller and the Exhibit will be amended to have the updated addresses. Seller shall be responsible for delivering all required notices in accordance with the applicable document terms. (xii) An updated rent roll, in the same form as Exhibit AA, with the only changes being additional collections, duly executed and certified by Seller, setting forth all uncollected and prepaid rents and revenues and of any amounts due from Seller (whether or not disputed) under the Leases or due to Seller (whether or not disputed) under the Tenant Leases, as well as all Gross Sales (as defined in each Lease and Tenant Lease and including any similar term used to calculate percentage rent) for each Lease (whether or not then reported to the landlord thereunder) and Tenant Lease (to the extent then reported to Seller) for which percentage rent is payable, to date for the current percentage rent calculation period. (xiii) All keys to the Properties in the possession of Seller. (xiv) Receipts or other evidence showing payment of all real and personal property taxes, water and sewer taxes and utility charges due and payable prior to Closing to the extent in the possession of Seller, together with all available evidence in Seller’s possession (including, without limitation, ledger entries, project files and all electronic files relating to same and, at a minimum including all ledger entries and historical cost information) showing the amount and calculation of Unamortized Improvement Costs shown on Exhibit EE. (xv) A complete set of plans and specifications covering the buildings and improvements on the Real Property to the extent in the possession of Seller or Casco (which shall be delivered by Casco on DVDs). (xvi) An assignment, duly executed and acknowledged, of all unexpired assignable warranties and guaranties then in effect with respect to any part of any Property and/or any mechanical equipment on the Property to the extent in the possession of Seller, its agents or contractors, provided, however, that any such warranties and guaranties are assignable by Seller at no cost to Seller unless reimbursed by Purchaser. Seller agrees to use reasonable efforts to cooperate with Purchaser, in Purchaser’s efforts to obtain assignments of any non-assignable warranties and guaranties, provided that, Seller shall not be obligated to expend any sums of money in connection therewith unless reimbursed by Purchaser and the delivery of such non-assignable warranties and guaranties shall not be a condition precedent to Closing. The parties acknowledge that there are roof warranties at the following 4 locations: #▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇, #▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇, #▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇, and #8808, and Antioch. TN (Hickory Hollow) and that the Merced, California roof replacement will be warranted as set forth in Paragraph 4(i); (xvii) Certified resolutions of Seller’s Board of Directors, encumbancy certificates and other documents evidencing Seller’s authority as may be reasonably required by Purchaser’s counsel or the title company insuring Purchaser’s title to any Asset, authorizing the transactions provided for herein. (xviii) FIRPTA affidavit and other tax related affidavits and returns required to be delivered by any Federal, State or local legal requirement relating to taxes or Purchaser’s legal ability to deal with Seller and/or to pay monies to Seller. (xix) Seller shall (a) (i) pay all transfer and/or recording taxes due in connection with the transfer of the Assets and (ii) shall execute and deliver such returns as are required, duly prepared, signed and sworn to by Seller for all jurisdictions where a deed is being delivered and for all jurisdictions where an assignment or assignments are being delivered and Purchaser is recording such assignment or assignments or memorandums thereof, provided, however, that Seller shall not be obligated to pay any transfer and/or recording taxes in Maryland because parties do not customarily record such instruments in Maryland, and (b) pay the aggregate cost of recording all other documents, such as discharges of mortgages, mechanics’ liens and judgment liens, that are being recorded in order to clear title of items that are not Permitted Encumbrances. (xx) Settlement statement showing the payment of the Purchase Price and all credits and adjustments thereto and other amounts paid at or in connection with the Closing (the “Settlement Statement”). (b) The “Estoppels” shall mean: (1) Estoppel certificates from all landlords under the Leases in substantially the form attached hereto as Exhibit R (or, where the applicable Lease requires another form, in either the attached form or such other form) except as provided below. (2) Estoppel certificates from all Property Tenants in substantially the form attached hereto as Exhibit T. (3) Estoppel certificates under all REAs, OEAs, CCRs, cross easements and similar incidents of title affecting any Property listed on Exhibit Q (“Operation Agreements”) in the general form attached hereto as Exhibit O as modified for certain Operation Agreements.

Closing Deliveries. (a) At Except as otherwise indicated below, at the Closing, Sellers shall deliver the Purchaser shall deliver, or cause following to be delivered, to the Seller (or one or more Seller Entities designated by the Seller) the followingBuyer: (i) payment, by wire transfer(seach of the Ancillary Agreements (other than the Pharmacovigilance Agreement and the Quality Assurance Agreement) to one which a Seller or more bank accounts designated in writing any of its Affiliates is a party, validly executed by the a duly authorized officer of such Seller (such designation to be made by the Seller at least five (5) Business Days prior to the Closing Date), in immediately available Dollars an amount equal to either (A) if the Estimated Adjustment Amount is zero or positive, the sum of the Base Purchase Price plus the Estimated Adjustment Amount, or (B) if the Estimated Adjustment Amount is negative, the Base Purchase Price minus the absolute value of the Estimated Adjustment Amount (the amount set forth in clause (A) or (B) as applicable, the “Closing Purchase Price”)its applicable Affiliate; (ii) a receipt by Sweden Seller acknowledging receipt of the certificates to be delivered Atacand Closing Payment in satisfaction of Buyer’s obligations pursuant to Section 6.032.3.1, validly executed by a duly authorized representative of Sweden Seller; (iii) a counterpart receipt by UK Seller acknowledging receipt of the Transition Services Agreement attached as Exhibit A hereto (the “Transition Services Agreement”)Arimidex/Casodex Closing Payment in satisfaction of Buyer’s obligations pursuant to Section 2.3.1, duly validly executed by Parent and the Purchasera duly authorized representative of UK Seller; (iv) a counterpart of the General Assignments and Bills of Sale for the Purchased Assets, by and between the Seller and the Purchaser, attached as Exhibit B hereto (the “General Assignment and ▇▇▇▇ of Sale”), duly executed by Parent and the Purchaser, and with respect evidence reasonably satisfactory to jurisdictions outside the United States in which the Purchased Assets, Assumed Liabilities, Excluded Assets or Retained Liabilities are located, such bills of sale, stock powers, certificates of title, deeds, assignments and other agreements or instruments of transfer (in a form Buyer that is consistent with the terms and conditions of this Agreement, and otherwise customary in such jurisdictions) as and to the extent necessary to effect the transfer of the Purchased Assets or Excluded Assets or are being transferred free and clear of any Encumbrance other than Permitted Encumbrances; and Confidential Materials Omitted and Filed Separately with the assumption Securities and Exchange Commission Pursuant to a Request for Confidential Treatment under Rule 406 under the Securities Act of the Assumed Liabilities or Retained Liabilities pursuant to this Agreement (the “Foreign Closing Documents”)1933, in each case duly executed by Parent and the Purchaser, to the extent applicable;as amended. Confidential Portions are marked: [***] (v) a counterpart the Purchased Assets; provided, that (A) with respect to tangible Purchased Assets, delivery shall, unless the Parties otherwise mutually agree, be to the locations and on the timeframes set forth in Schedule 2.4.2(a)(v), (B) with respect to physical delivery of the Cincinnati LeasePurchased Information, attached as Exhibit C heretoPurchased Product Records, evidencing Purchased Regulatory Approvals and Purchased Regulatory Information, the five provisions of Section 4.6.3 shall apply; and (5)-year lease C) Sellers may retain copies of the Purchased Regulatory Documentation and the Purchased Product Records included within the Purchased Assets (and, for the avoidance of doubt, prior to delivering or making available any files, documents, instruments, papers, books and records containing Purchased Product Records or constituting Purchased Regulatory Documentation to Buyer, Sellers shall be entitled to redact from such files, documents, instruments, papers, books and records any information to the Purchaser of certain office space in Cincinnati, Ohio (the “Cincinnati Lease”), duly executed by Parent and the Purchaser; (vi) a counterpart of the Orlando Sublease attached as Exhibit D hereto, evidencing the five (5)-year sublease extent that it does not relate to the Purchaser of certain office space in Orlando, Florida (the “Orlando Sublease”Product Business), duly executed by Parent and the Purchaser; (vii) a counterpart of the Master Commercial Agreement attached as Exhibit E hereto, pursuant to which certain Seller Entities will provide to the IM Business Entities certain commercial services for a period of two (2) years (the “Master Commercial Agreement”), duly executed by the Purchaser and each Affiliate of the Purchaser named as a party thereto; (viii) a counterpart of the Intellectual Property Cross-License Agreement attached as Exhibit F hereto (the “IP License Agreement”), duly executed by Parent and the Purchaser; and (ix) a counterpart of the side letter regarding certain acknowledgments and reporting obligations attached as Exhibit G hereto (the “Reporting Letter”), duly excuted by Parent and the Purchaser. (b) At the Closing, Buyer shall deliver the Seller shall deliver, or cause following to be delivered, to the Purchaser the followingSellers: (i) certificates evidencing each of the Purchased Shares Ancillary Agreements (other than the Pharmacovigilance Agreement and the Quality Assurance Agreement) to the extent that the Purchased Shares are in certificate form (and if not in certificate formwhich Buyer or any of its Affiliates is a party, such other appropriate instruments of transfer), duly endorsed in blank or with stock powers duly executed in proper form for transfer, and (without prejudice to Section 5.02(d)) with any required stock transfer stamps affixed thereto, in each case duly validly executed by the Seller a duly authorized officer of Buyer or other Seller Entity, as applicable;its applicable Affiliate; and (ii) the Closing Payments in accordance with Section 2.3.1 (along with a counterpart U.S. Federal Reserve reference or similar number evidencing execution of such payment). (c) Buyer shall conduct a quality and completeness review of the General Assignment and ▇▇▇▇ of Sale duly executed by the Seller and the Foreign Closing Documents, in each case duly executed by the Seller or other Seller Entity, Purchased Regulatory Documentation transferred to the extent applicable; (iii) the certificates to be delivered it pursuant to Section 6.02; 2.4.2(a)(v) and the Transitional Services Agreement promptly following such transfer and, within 30 days after such transfer, shall notify Sellers in writing of any problems or issues experienced by Buyer regarding the completeness, navigation or readability of such transferred Purchased Regulatory Documentation that Buyer reasonably and in good faith believes are related to the transfer of such Purchased Regulatory Documentation (ivand not, for example, related to Buyer system capabilities or compatibility). Sellers shall use their commercially reasonable efforts to assist Buyer in remedying any such problems or issues (if any) a counterpart with respect to the Purchased Regulatory Documentation as soon as reasonably practicable following Sellers’ receipt of Buyer’s notice of the Transition Services Agreement duly executed by each Seller Entity named as a party thereto; (v) a counterpart of the Cincinnati Lease, duly executed by each Seller Entity named as a party thereto; (vi) a counterpart of the Orlando Sublease, duly executed by each Seller Entity named as a party thereto; (vii) a counterpart of the Master Commercial Agreement, duly executed by each Seller Entity named as a party thereto; (viii) a counterpart of the IP License Agreement, duly executed by the Seller; (ix) a counterpart of the Side Letter, duly executed by the Seller; (x) resignations or instruments effecting the removal, effective as of the Closing, of the directors and officers of IM Business Entities identified by the Purchaser within fifteen (15) Business Days following the date hereof from such directorships or offices; and (xi) Seller shall deliver to the Purchaser the deliverables set forth in Section 6.01(e)of this Agreementsame.

Closing Deliveries. (a) At the Closing, the Purchaser shall deliver, or cause to be delivered, in addition to the Seller (or one or more Seller Entities designated by agreements set ------------------ forth in Article IV, the Seller) parties shall execute and deliver the followingfollowing documents: (ia) payment, by wire transfer(s) to one or more bank accounts designated in writing by MarketSource and Acquisition Sub shall execute and deliver the Seller (such designation to be made by the Seller at least five (5) Business Days prior to the Closing Date), in immediately available Dollars an amount equal to either (A) if the Estimated Adjustment Amount is zero or positive, the sum of the Base Purchase Price plus the Estimated Adjustment Amount, or (B) if the Estimated Adjustment Amount is negative, the Base Purchase Price minus the absolute value of the Estimated Adjustment Amount (the amount set forth in clause (A) or (B) as applicable, the “Closing Purchase Price”); (ii) the certificates to be delivered pursuant to Section 6.03; (iii) a counterpart of the Transition Services Agreement attached as Exhibit A hereto (the “Transition Services Agreement”), duly executed by Parent and the Purchaser; (iv) a counterpart of the General Assignments and Bills of Sale for the Purchased Assets, by and between the Seller and the Purchaser, attached as Exhibit B hereto (the “General Assignment and ▇▇▇▇ of Sale”), duly executed by Parent Assignment and Assumption Agreement in the Purchaserform of Exhibit A attached --------- hereto (the "▇▇▇▇ of Sale, Assignment and with respect Assumption Agreement") pursuant to jurisdictions outside which MarketSource will transfer and assign to Acquisition Sub certain of the United States in which Acquired Assets and Acquisition Sub will assume the Purchased Assets, Assumed Liabilities, Excluded Assets or Retained Liabilities are located, ; (b) [intentionally omitted]; (c) MarketSource will execute and deliver the Trademark Assignment in the form of Exhibit C attached hereto (the "Trademark Assignment") pursuant to which --------- MarketSource will transfer and assign to Acquisition Sub the Trademarks being acquired by Acquisition Sub pursuant to this Agreement; and (d) All such other bills of sale, stock powersassignment and assumption agreements, endorsements, intellectual property right assignments, certificates of title, deeds, assignments consents and other agreements or good and sufficient instruments and documents of transfer (conveyance and transfer, all dated the Closing Date and in a form that is consistent with the terms reasonably satisfactory to Alloy and conditions of this AgreementAcquisition Sub, as Alloy and otherwise customary Acquisition Sub reasonably shall deem necessary or appropriate to vest in such jurisdictions) as or confirm to Acquisition Sub full and complete right, title and interest in and to the extent necessary to effect the transfer all of the Purchased Acquired Assets or Excluded Assets or (collectively, the assumption "Other Assignments"). On the Closing Date, MarketSource shall transfer all of the Assumed Liabilities or Retained Liabilities pursuant to this Agreement (Acquired Assets, including the “Foreign Closing Documents”), in each case duly executed by Parent and the Purchaser360 Youth IP Rights, to the extent applicable; (v) a counterpart of the Cincinnati Lease, attached such location or locations as Exhibit C hereto, evidencing the five (5)-year lease to the Purchaser of certain office space in Cincinnati, Ohio (the “Cincinnati Lease”), duly executed by Parent and the Purchaser; (vi) a counterpart of the Orlando Sublease attached as Exhibit D hereto, evidencing the five (5)-year sublease to the Purchaser of certain office space in Orlando, Florida (the “Orlando Sublease”), duly executed by Parent and the Purchaser; (vii) a counterpart of the Master Commercial Agreement attached as Exhibit E hereto, pursuant to which certain Seller Entities will provide to the IM Business Entities certain commercial services for a period of two (2) years (the “Master Commercial Agreement”), duly executed by the Purchaser and each Affiliate of the Purchaser named as a party thereto; (viii) a counterpart of the Intellectual Property Cross-License Agreement attached as Exhibit F hereto (the “IP License Agreement”), duly executed by Parent and the Purchaser; and (ix) a counterpart of the side letter regarding certain acknowledgments and reporting obligations attached as Exhibit G hereto (the “Reporting Letter”), duly excuted by Parent and the PurchaserAcquisition Sub reasonably may request. (b) At the Closing, the Seller shall deliver, or cause to be delivered, to the Purchaser the following: (i) certificates evidencing the Purchased Shares to the extent that the Purchased Shares are in certificate form (and if not in certificate form, such other appropriate instruments of transfer), duly endorsed in blank or with stock powers duly executed in proper form for transfer, and (without prejudice to Section 5.02(d)) with any required stock transfer stamps affixed thereto, in each case duly executed by the Seller or other Seller Entity, as applicable; (ii) a counterpart of the General Assignment and ▇▇▇▇ of Sale duly executed by the Seller and the Foreign Closing Documents, in each case duly executed by the Seller or other Seller Entity, to the extent applicable; (iii) the certificates to be delivered pursuant to Section 6.02; (iv) a counterpart of the Transition Services Agreement duly executed by each Seller Entity named as a party thereto; (v) a counterpart of the Cincinnati Lease, duly executed by each Seller Entity named as a party thereto; (vi) a counterpart of the Orlando Sublease, duly executed by each Seller Entity named as a party thereto; (vii) a counterpart of the Master Commercial Agreement, duly executed by each Seller Entity named as a party thereto; (viii) a counterpart of the IP License Agreement, duly executed by the Seller; (ix) a counterpart of the Side Letter, duly executed by the Seller; (x) resignations or instruments effecting the removal, effective as of the Closing, of the directors and officers of IM Business Entities identified by the Purchaser within fifteen (15) Business Days following the date hereof from such directorships or offices; and (xi) Seller shall deliver to the Purchaser the deliverables set forth in Section 6.01(e)of this Agreement.

Closing Deliveries. (a) At the Closing, the Purchaser shall deliver, or cause to be delivered, to the Seller (or one or more Seller Entities designated by the Seller) the following: (i) payment, by wire transfer(s) to one or more bank accounts designated in writing by the Seller (such designation to be made by the Seller at least five (5) Business Days prior to the Closing Date), in immediately available Dollars an amount equal to either (A) if the Estimated Adjustment Amount is zero or positive, the sum of the Base Purchase Price plus the Estimated Adjustment Amount, or (B) if the Estimated Adjustment Amount is negative, the Base Purchase Price minus the absolute value of the Estimated Adjustment Amount (the amount set forth in clause (A) or (B) as applicable, the “Closing Purchase Price”); (ii) the certificates to be delivered pursuant to Section 6.03; (iii) a counterpart of the Transition Services Agreement attached as Exhibit A hereto (the “Transition Services Agreement”), duly executed by Parent and the Purchaser; (iv) a counterpart of the General Assignments and Bills of Sale for the Purchased Assets, by and between the Seller and the Purchaser, attached as Exhibit B hereto (the “General Assignment and ▇▇▇▇ of Sale”), duly executed by Parent and the Purchaser, and with respect to jurisdictions outside the United States in which the Purchased Assets, Assumed Liabilities, Excluded Assets or Retained Liabilities are located, such bills of sale, stock powers, certificates of title, deeds, assignments and other agreements or instruments of transfer (in a form that is consistent with the terms and conditions of this Agreement, and otherwise customary in such jurisdictions) as and to the extent necessary to effect the transfer of the Purchased Assets or Excluded Assets or the assumption of the Assumed Liabilities or Retained Liabilities pursuant to this Agreement (the “Foreign Closing Documents”), in each case duly executed by Parent and the Purchaser, to the extent applicable; (v) a counterpart of the Cincinnati Lease, attached as Exhibit C hereto, evidencing the five (5)-year lease to the Purchaser of certain office space in Cincinnati, Ohio (the “Cincinnati Lease”), duly executed by Parent and the Purchaser; (vi) a counterpart of the Orlando Sublease attached as Exhibit D hereto, evidencing the five (5)-year sublease to the Purchaser of certain office space in Orlando, Florida (the “Orlando Sublease”), duly executed by Parent and the Purchaser; (vii) a counterpart of the Master Commercial Agreement attached as Exhibit E hereto, pursuant to which certain Seller Entities will provide to the IM Business Entities certain commercial services for a period of two (2) years (the “Master Commercial Agreement”), duly executed by the Purchaser and each Affiliate of the Purchaser named as a party thereto; (viii) a counterpart of the Intellectual Property Cross-License Agreement attached as Exhibit F hereto (the “IP License Agreement”), duly executed by Parent and the Purchaser; and (ix) a counterpart of the side letter regarding certain acknowledgments and reporting obligations attached as Exhibit G hereto (the “Reporting Letter”), duly excuted by Parent and the Purchaser. (b) At the Closing, the Seller shall deliver, or cause to be delivered, to the Purchaser the following:(or one or more wholly-owned subsidiaries of Purchaser designated by Purchaser): (i) certificates evidencing the Purchased Shares to the extent that the Purchased Shares are in certificate form (a bill of sale, assignment and if not in certificate form, such other appropriate instruments of transfer), duly endorsed in blank or with stock powers duly executed in proper form for transfer, and (without prejudice to Section 5.02(d)) with any required stock transfer stamps affixed theretoassumption agreement, in each case duly executed substantially the form attached hereto as Exhibit A, effecting the assignment by the Seller or other Seller Entity, as applicable; (ii) a counterpart to the Purchaser of the General Assignment Purchased Assets (other than the Fee Property, the Easements, the Real Property Leases or the Seller Leases) and ▇▇▇▇ of Sale duly executed the assumption by the Seller and the Foreign Closing Documents, in each case duly executed by the Seller or other Seller Entity, to the extent applicable; (iii) the certificates to be delivered pursuant to Section 6.02; (iv) a counterpart Purchaser of the Transition Services Agreement duly executed by each Seller Entity named as a party thereto; Assumed Liabilities (v) a counterpart the “Bill of the Cincinnati Lease, duly executed by each Seller Entity named as a party thereto; (vi) a counterpart of the Orlando Sublease, duly executed by each Seller Entity named as a party thereto; (vii) a counterpart of the Master Commercial Agreement, duly executed by each Seller Entity named as a party thereto; (viii) a counterpart of the IP License AgreementSale”), duly executed by the Seller; (ixii) a counterpart one or more special or limited warranty deeds, as the case may be, executed and acknowledged by the Seller, granting and conveying to the Purchaser (or one or more wholly-owned subsidiaries of Purchaser designated by Purchaser) fee simple title (subject only to Permitted Liens) with respect to each Fee Property, in substantially the forms attached hereto as Exhibit B, adapted as necessary to the applicable Fee Property, to conform to local requirements to render such grant and conveyance effective and to render such deeds recordable, in the applicable jurisdiction (collectively, the “Deeds”); (iii) an assignment of lease with respect to each Real Property Lease and each Seller Lease, in substantially the form attached hereto as Exhibit C (collectively, the “Lease Assignments”), effecting the assignment by the Seller to the Purchaser (or one or more wholly-owned subsidiaries of Purchaser designated by Purchaser) of the Side LetterReal Property Leases and the Seller Leases, duly executed by the Seller; (xiv) resignations one or instruments more assignment of easements agreement, in substantially the form attached hereto as Exhibit D, adapted as necessary to conform to local requirements to render such assignment effective and to render such assignment recordable in the applicable jurisdiction (collectively, the “Easements Assignment”), effecting the removalassignment by the Seller to the Purchaser (or one or more wholly-owned subsidiaries of Purchaser designated by Purchaser) of the Easements, duly executed and acknowledged by the Seller; (v) duly executed copies of the Third Party Consents that are listed in Schedule 1.9(a)(v) (the “Closing Consents”); (vi) a certification of the Seller’s non-foreign status as set forth in Treasury Regulation Section 1.1445-2(b); (vii) copies of all financing statement terminations, Lien releases or other documentation, in form and substance reasonably satisfactory to the Purchaser and the Title Company, necessary to remove any Liens (other than Permitted Liens) encumbering or otherwise applicable to the Purchased Assets; provided, however, that such documentation may be delivered following the Closing so long as such Liens are paid off in full at Closing, including, if requested by the Title Company, by way of the Seller delivering to the Title Company at Closing the funds necessary to pay off and release such Liens and the Title Company paying the holder of the Lien in accordance with the settlement statement executed and delivered by Seller at Closing; (viii) the Seller’s Bring Down Certificate; (ix) customary and reasonably required title affidavits and indemnities, evidence of authority, resolutions and written consents, organizational documents, proofs of payment and such other documents, agreements, instruments and information reasonably required by the Title Company in order for the Title Company to issue at Closing ALTA (or reasonably equivalent state-mandated forms, if applicable) owner’s title insurance policies based on the Title Commitments (as they may be updated by the Title Company from time to time prior to Closing), each effective as of the Closing, date and time of recording of the directors applicable Deed, insuring the Purchaser’s (or its applicable assignee’s) fee simple title to the Fee Property, subject only to the Permitted Liens (collectively, the “Title Policies”), duly executed (and officers acknowledged, if required) by the Seller; provided that the Seller hereby acknowledges and agrees that the forms of IM Business Entities identified title affidavit and indemnity attached hereto as Exhibit H are customary and reasonably required; and provided, further, that the Purchaser hereby acknowledges that the Title Policies may contain as exceptions to coverage thereunder certain standard pre-printed exceptions that are not removable by way of the execution and delivery to the Title Company of customary title affidavits and indemnities; (x) all transfer tax returns and other forms required under applicable Laws to be executed by the Seller in connection with the payment of Transfer Taxes (or similar Taxes) or recording of the Deeds and/or Easements Assignments, duly executed (and acknowledged, if required) by the Seller; (xi) a master terminalling services agreement, in substantially the form attached hereto as Exhibit E (the “MTSA”), duly executed by the Seller; (xii) a transition services agreement, in substantially the form attached hereto as Exhibit F (the “Transition Services Agreement”), provided that the Parties shall use commercially reasonable efforts to finalize the details of the Transition Services set forth in Schedule 1 attached to the Transition Services Agreement within ten (10) days following the Effective Date, duly executed by the Seller; (xiii) the lease and access agreement, in substantially the form attached hereto as Exhibit G (the “PCC Lease and Access Agreement”), with respect to the lease by the Purchaser to Seller or its Affiliate of certain real property in Fort Worth, Texas included in the Purchased Assets, provided that the Parties shall use commercially reasonable efforts to agree on a reasonable, market-based rent amount as contemplated by the PCC Lease and Access Agreement within fifteen ten (1510) Business Days days following the date hereof from such directorships Effective Date, duly executed by the Seller; (xiv) the side letter agreement, in substantially the form attached hereto as Exhibit K (the “Side Letter Agreement”), with respect to certain specified environmental compliance matters, provided that the Parties shall use commercially reasonable efforts to finalize the terms of the Side Letter Agreement, which may include the Parties mutually agreeing to the elimination or officesdeletion of the Side Letter Agreement in its entirety or in part, within ten (10) days following the Effective Date, duly executed by the Seller; and (xv) a certificate of good standing, or the equivalent, with respect to the Seller, issued by the Secretary of State of the State of Delaware, dated within thirty (30) days of the Closing Date. (b) At the Closing, the Purchaser and the Guarantor, as applicable, shall deliver, or cause to be delivered, to the Seller: (i) the Purchase Price less the Deposit (including any accrued interest); (ii) the Bill of Sale, duly executed by the Purchaser; (iii) the Lease Assignments, duly executed by the Purchaser; (iv) the Easements Assignment, duly executed and acknowledged by the Purchaser (or one or more wholly-owned subsidiaries of Purchaser designated by Purchaser); (v) the Purchaser’s Bring Down Certificate; (vi) the MTSA, duly executed by a wholly-owned subsidiary designated by Purchaser and the Guarantor; (vii) the Transition Services Agreement, duly executed by the Purchaser (and/or one or more wholly-owned subsidiaries of Purchaser designated by Purchaser); (viii) the PCC Lease and Access Agreement, duly executed by the Purchaser (or one or more wholly-owned subsidiaries of Purchaser designated by Purchaser); (ix) the Side Letter Agreement, duly executed by ▇▇▇▇▇▇▇▇▇; (x) any applicable “resale” or similar certificates with respect to any inventory included in the Purchased Assets; (xi) Seller shall deliver a certificate of good standing, or the equivalent, with respect to each of the Purchaser, Guarantor and any wholly-owned subsidiary of Purchaser designated by Purchaser to take title to any of the Purchased Assets or executing any of the Transaction Documents, issued by the Secretary of State of the State of Delaware, each dated within thirty (30) days of the Closing Date; and (xii) all transfer tax returns and other forms required under applicable Laws to be executed by the Purchaser (or one or more wholly-owned subsidiaries of Purchaser designated by Purchaser) in connection with the deliverables set forth in Section 6.01(e)of this Agreementpayment of Transfer Taxes (or similar Taxes) or recording of the Deeds and/or Easements Assignments, duly executed (and acknowledged if required) by the Purchaser (or one or more wholly-owned subsidiaries of Purchaser designated by Purchaser).

Closing Deliveries. (a) At the Closing, the Purchaser Veracyte shall deliver, or cause to be delivered, to the Seller (or one or more Seller Entities designated by the Seller) NanoString the following: (i) paymentthe Cash Consideration, by wire transfer(s) of immediately available funds to one or more bank accounts designated in writing by the Seller NanoString (such designation to be made by the Seller NanoString at least five two (52) Business Days business days prior to the Closing Date), in immediately available Dollars an amount equal to either (A) if the Estimated Adjustment Amount is zero or positive, the sum of the Base Purchase Price plus the Estimated Adjustment Amount, or (B) if the Estimated Adjustment Amount is negative, the Base Purchase Price minus the absolute value of the Estimated Adjustment Amount (the amount set forth in clause (A) or (B) as applicable, the “Closing Purchase Price”); (ii) irrevocable instructions to Veracyte’s transfer agent instructing it to issue a stock certificate (or book entry entitlement) representing the certificates to be delivered pursuant to Section 6.03Equity Consideration in the name of NanoString; (iii) a counterpart evidence reasonably satisfactory to NanoString that the Equity Consideration has been authorized for listing (subject to notice of issuance) on the Transition Services Agreement attached as Exhibit A hereto (the “Transition Services Agreement”), duly executed by Parent and the PurchaserNasdaq Global Market; (iv) the Service and Supply Agreements and Transition Services Agreement, duly executed by Veracyte and any of Veracyte’s Subsidiaries named as a counterpart of party thereto; (v) the General Assignments Assignment and Bills Assumption Agreement and ▇▇▇▇ of Sale for the Purchased Assets, by and between the Seller Assets and the PurchaserAssumed Liabilities, in substantially the form attached as Exhibit B C hereto (the “General Assignment Agreement and ▇▇▇▇ of Sale”), duly executed by Parent Veracyte and any of Veracyte’s Subsidiaries named as a party thereto; and (vi) to the Purchaserextent applicable, and with respect to jurisdictions outside the United States in which the Purchased Assets, Assumed Liabilities, Excluded Assets or Retained Assumed Liabilities are located, such bills counterparts of each asset purchase agreement, ▇▇▇▇ of sale, stock powers, certificates certificate of title, deedsdeed, assignments and assignment or other agreements agreement or instruments instrument of transfer (in a form that is consistent with the terms and conditions of this Agreement, the Assignment Agreement and ▇▇▇▇ of Sale and otherwise customary in such jurisdictionsjurisdiction) as the Parties mutually and to the extent reasonably agree are reasonably necessary or appropriate to effect the sale and transfer of the Purchased Assets or Excluded Assets or the assumption of the Assumed Liabilities or Retained Liabilities pursuant to this Agreement (collectively, the “Foreign Closing Documents”), in each case duly executed by Parent and the Purchaser, to the extent applicable; (v) a counterpart of the Cincinnati Lease, attached as Exhibit C hereto, evidencing the five (5)-year lease to the Purchaser of certain office space in Cincinnati, Ohio (the “Cincinnati Lease”)case, duly executed by Parent and the Purchaser; (vi) a counterpart Veracyte or any of the Orlando Sublease attached as Exhibit D hereto, evidencing the five (5)-year sublease to the Purchaser of certain office space in Orlando, Florida (the “Orlando Sublease”), duly executed by Parent and the Purchaser; (vii) a counterpart of the Master Commercial Agreement attached as Exhibit E hereto, pursuant to which certain Seller Entities will provide to the IM Business Entities certain commercial services for a period of two (2) years (the “Master Commercial Agreement”), duly executed by the Purchaser and each Affiliate of the Purchaser Veracyte’s Subsidiaries named as a party thereto; (viii) a counterpart of the Intellectual Property Cross-License Agreement attached as Exhibit F hereto (the “IP License Agreement”), duly executed by Parent and the Purchaser; and (ix) a counterpart of the side letter regarding certain acknowledgments and reporting obligations attached as Exhibit G hereto (the “Reporting Letter”), duly excuted by Parent and the Purchaser. (b) At the Closing, the Seller NanoString shall deliver, or cause to be delivered, to the Purchaser Veracyte the following: (i) certificates evidencing the Purchased Shares to the extent that the Purchased Shares are in certificate form (Service and if not in certificate formSupply Agreements and Transition Services Agreement, such other appropriate instruments of transfer), duly endorsed in blank or with stock powers duly executed in proper form for transfer, and (without prejudice to Section 5.02(d)) with any required stock transfer stamps affixed thereto, in each case duly executed by the Seller or other Seller Entity, NanoString and each Subsidiary of NanoString named as applicablea party thereto; (ii) a counterpart of the General Assignment Agreement and ▇▇▇▇ of Sale Sale, duly executed by the Seller NanoString and the Foreign Closing Documents, in each case duly executed by the Seller or other Seller Entity, to the extent applicable; (iii) the certificates to be delivered pursuant to Section 6.02; (iv) a counterpart Subsidiary of the Transition Services Agreement duly executed by each Seller Entity NanoString named as a party thereto; (iii) evidence satisfactory to Veracyte of (A) the novation or consent to assignment of any Person whose novation or consent to assignment, as the case may be, may be required in connection with the Transactions or any other transaction contemplated by this Agreement under the contracts listed or described on Schedule 2.8(b)(iii)(A) hereto, (B) the termination of each of the contracts of NanoString listed or described on Schedule 2.8(b)(iii)(B) hereto, and (C) the amendment of each of the contracts of NanoString listed or described on Schedule 2.8(b)(iii)(C) hereto in the manner described on such Schedule with respect to each such contract; (iv) evidence reasonably satisfactory to Veracyte that all Liens on the Purchased Assets set forth on Schedule 2.8(b)(iv) shall have been released prior to or shall be released simultaneously with the Closing; (v) a counterpart to the extent applicable, counterparts of the Cincinnati LeaseForeign Closing Documents, duly executed by NanoString or each Seller Entity Subsidiary of NanoString named as a party thereto;; and (vi) (A) from NanoString and each Subsidiary of NanoString that sells, transfers or assigns (or is treated as selling, transferring or assigning, for U.S. federal income tax purposes) any Purchased Assets or Assumed Liabilities and that is a counterpart “United States person” (as such term is defined in Section 7701(a)(30) of the Orlando SubleaseCode), a duly executed by each Seller Entity named as a party thereto; (vii) a counterpart certificate of non-foreign status, substantially in the form of the Master Commercial Agreement, duly executed by each Seller Entity named as a party thereto; (viii) a counterpart of the IP License Agreement, duly executed by the Seller; (ix) a counterpart of the Side Letter, duly executed by the Seller; (x) resignations or instruments effecting the removal, effective as of the Closing, of the directors and officers of IM Business Entities identified by the Purchaser within fifteen (15) Business Days following the date hereof from such directorships or offices; and (xi) Seller shall deliver to the Purchaser the deliverables sample certification set forth in Treasury Regulations Section 6.01(e)of this Agreement1.1445-2(b)(2)(iv) (B) and (B) from each Subsidiary of NanoString that sells, transfers or assigns (or is treated as selling, transferring or assigning, for U.S. federal income tax purposes) any Purchased Assets or Assumed Liabilities and that is not a “United States person” (as such term is defined in Section 7701(a)(30) of the Code), a duly executed certificate to the effect that no such asset is a “United States real property interest.”

Closing Deliveries. (a) At or in conjunction with the Closing, each party shall execute and deliver all documents reasonably necessary to effect and complete the Purchaser Closing. As part of the Closing, Seller shall deliver, or cause execute and deliver to be delivered, to the Seller (or one or more Seller Entities designated by the Seller) the followingPurchaser: (i) paymenta special warranty deed (the “Deed”), properly executed by wire transfer(s) to one or more bank accounts designated in writing by the Seller (such designation to be made by the Seller at least five (5) Business Days prior and witnessed and notarized for recording, conveying fee simple title to the Closing DateReal Property insured by Escrow Agent at Escrow Agent’s standard rates, free and clear of all liens, restrictions, encumbrances, easements, tenancies, contracts and other matters except for the Permitted Exceptions (as defined in Section 7 below), in immediately available Dollars an amount equal to either (A) if . The Deed shall contain the Estimated Adjustment Amount is zero or positive, the sum legal description of the Base Purchase Price plus Property, as reflected on the Estimated Adjustment Amount, or (B) if the Estimated Adjustment Amount is negative, the Base Purchase Price minus the absolute value of the Estimated Adjustment Amount (the amount set forth in clause (A) or (B) as applicable, the “Closing Purchase Price”)Title Commitment; (ii) the certificates to an assignment and b▇▇▇ of sale conveying any and all Real Property that is or might be delivered pursuant to Section 6.03considered personal property; (iii) a counterpart evidence of termination of any management agreement for the Transition Services Agreement attached as Exhibit A hereto (the “Transition Services Agreement”), duly executed by Parent and the PurchaserProperty and/or any service contracts which Purchaser does not elect to assume; (iv) a counterpart quitclaim deed properly executed by Seller and witnessed and notarized for recording, which quitclaim deed shall contain the legal description of the General Assignments and Bills of Sale for Property, as reflected on the Purchased Assets, by and between the Seller and the Purchaser, attached as Exhibit B hereto (the “General Assignment and ▇▇▇▇ of Sale”), duly executed by Parent and the Purchaser, and with respect to jurisdictions outside the United States in which the Purchased Assets, Assumed Liabilities, Excluded Assets or Retained Liabilities are located, such bills of sale, stock powers, certificates of title, deeds, assignments and other agreements or instruments of transfer (in a form that is consistent with the terms and conditions of this Agreement, and otherwise customary in such jurisdictions) as and to the extent necessary to effect the transfer of the Purchased Assets or Excluded Assets or the assumption of the Assumed Liabilities or Retained Liabilities pursuant to this Agreement (the “Foreign Closing Documents”), in each case duly executed by Parent and the Purchaser, to the extent applicableSurvey; (v) a counterpart of the Cincinnati Lease, attached as Exhibit C hereto, evidencing the five certificate (5)-year lease to the Purchaser of certain office space in Cincinnati, Ohio (the “Cincinnati LeaseSeller’s Closing Certificate”), dated as of the date of Closing and duly executed by Parent Seller stating that the representations and warranties of Seller contained in this Contract are true and correct in all material respects as of the Purchaserdate of Closing; (vi) a counterpart of an owner’s title affidavit and indemnity in form and substance satisfactory to Escrow Agent (in its capacity as the Orlando Sublease attached as Exhibit D hereto, evidencing the five (5)-year sublease title insurance company insuring Purchaser’s fee simple title to the Purchaser of certain office space in Orlando, Florida Real Property) (the “Orlando SubleaseOwner’s Affidavit”), duly executed however, Purchaser acknowledges that the deletion of the standard survey exception will require delivery by Parent and Purchaser of an ALTA survey to the Purchasertitle insurance company; (vii) an affidavit, in form and substance satisfactory to Purchaser, stating that Seller is not a counterpart of the Master Commercial Agreement attached “foreign person,” as Exhibit E hereto, pursuant referred to which certain Seller Entities will provide to the IM Business Entities certain commercial services for a period of two (2and defined in Internal Revenue Code Sections 1445(f)(3) years (the “Master Commercial Agreement”and 7701(a)(30), duly executed by the Purchaser and each Affiliate of the Purchaser named as a party theretostating Seller’s address and United States taxpayer identification number; (viii) a counterpart of the Intellectual Property Cross-License Agreement attached as Exhibit F hereto (the “IP License Agreement”), duly executed by Parent and the PurchaserIntentionally Omitted; and (ix) a counterpart such documents, agreements and certificates as Escrow Agent may reasonably require in order to consummate the sale of the side letter regarding certain acknowledgments and reporting obligations attached as Exhibit G hereto (Property in accordance with this Contract, including, without limitation, instruments reasonably satisfactory to Escrow Agent reflecting the “Reporting Letter”), duly excuted proper authority of Seller to consummate the transactions contemplated by Parent and the Purchaserthis Contract. (b) At the Closing, the Seller shall deliver, or cause to be delivered, to the Purchaser the following: (i) certificates evidencing the Purchased Shares to the extent that the Purchased Shares are in certificate form (and if not in certificate form, such other appropriate instruments of transfer), duly endorsed in blank or with stock powers duly executed in proper form for transfer, and (without prejudice to Section 5.02(d)) with any required stock transfer stamps affixed thereto, in each case duly executed by the Seller or other Seller Entity, as applicable; (ii) a counterpart of the General Assignment and ▇▇▇▇ of Sale duly executed by the Seller and the Foreign Closing Documents, in each case duly executed by the Seller or other Seller Entity, to the extent applicable; (iii) the certificates to be delivered pursuant to Section 6.02; (iv) a counterpart of the Transition Services Agreement duly executed by each Seller Entity named as a party thereto; (v) a counterpart of the Cincinnati Lease, duly executed by each Seller Entity named as a party thereto; (vi) a counterpart of the Orlando Sublease, duly executed by each Seller Entity named as a party thereto; (vii) a counterpart of the Master Commercial Agreement, duly executed by each Seller Entity named as a party thereto; (viii) a counterpart of the IP License Agreement, duly executed by the Seller; (ix) a counterpart of the Side Letter, duly executed by the Seller; (x) resignations or instruments effecting the removal, effective as of the Closing, of the directors and officers of IM Business Entities identified by the Purchaser within fifteen (15) Business Days following the date hereof from such directorships or offices; and (xi) Seller shall deliver to the Purchaser the deliverables set forth in Section 6.01(e)of this Agreement.

Closing Deliveries. At the Closing the following shall occur: (a) At Seller shall deliver to Buyer a duly executed and acknowledged Affidavit of Property Value and Special Warranty Deed in form attached as Exhibit C (the Closing, the Purchaser shall deliver, or cause to be delivered, "Deed") conveying good and marketable title to the Seller (or one or more Seller Entities designated by the Seller) the following: Real Property to Buyer, subject only to (i) paymentcurrent (non-delinquent) taxes, by wire transfer(s) to one or more bank accounts designated in writing by the Seller (such designation assessments, improvement liens and similar matters to be made by prorated between the Seller parties at least five (5) Business Days prior to the Closing Date), in immediately available Dollars an amount equal to either (A) if the Estimated Adjustment Amount is zero or positive, the sum of the Base Purchase Price plus the Estimated Adjustment Amount, or (B) if the Estimated Adjustment Amount is negative, the Base Purchase Price minus the absolute value of the Estimated Adjustment Amount (the amount set forth in clause (A) or (B) as applicable, the “Closing Purchase Price”); Closing; and (ii) the certificates to be delivered "Permitted Exceptions" accepted by the Buyer pursuant to Section 6.03; (iii) a counterpart of the Transition Services Agreement attached as Exhibit A hereto (the “Transition Services Agreement”), duly executed by Parent and the Purchaser; (iv) a counterpart of the General Assignments and Bills of Sale for the Purchased Assets, by and between the Seller and the Purchaser, attached as Exhibit B hereto (the “General Assignment and ▇▇▇▇ of Sale”), duly executed by Parent and the Purchaser, and with respect to jurisdictions outside the United States in which the Purchased Assets, Assumed Liabilities, Excluded Assets or Retained Liabilities are located, such bills of sale, stock powers, certificates of title, deeds, assignments and other agreements or instruments of transfer (in a form that is consistent with the terms and conditions of this Agreement, and otherwise customary in such jurisdictions) as and to the extent necessary to effect the transfer of the Purchased Assets or Excluded Assets or the assumption of the Assumed Liabilities or Retained Liabilities pursuant to this Agreement (the “Foreign Closing Documents”), in each case duly executed by Parent and the Purchaser, to the extent applicable; (v) a counterpart of the Cincinnati Lease, attached as Exhibit C hereto, evidencing the five (5)-year lease to the Purchaser of certain office space in Cincinnati, Ohio (the “Cincinnati Lease”), duly executed by Parent and the Purchaser; (vi) a counterpart of the Orlando Sublease attached as Exhibit D hereto, evidencing the five (5)-year sublease to the Purchaser of certain office space in Orlando, Florida (the “Orlando Sublease”), duly executed by Parent and the Purchaser; (vii) a counterpart of the Master Commercial Agreement attached as Exhibit E hereto, pursuant to which certain Seller Entities will provide to the IM Business Entities certain commercial services for a period of two (2) years (the “Master Commercial Agreement”), duly executed by the Purchaser and each Affiliate of the Purchaser named as a party thereto; (viii) a counterpart of the Intellectual Property Cross-License Agreement attached as Exhibit F hereto (the “IP License Agreement”), duly executed by Parent and the Purchaser; and (ix) a counterpart of the side letter regarding certain acknowledgments and reporting obligations attached as Exhibit G hereto (the “Reporting Letter”), duly excuted by Parent and the Purchaser2.1. (b) At Buyer shall pay to Seller the ClosingPurchase Price as provided in Section 1.2, subject to the adjustments described in Section 4.5. (c) Possession of the Property shall be delivered to Buyer. (d) Seller shall deliverexecute and deliver to Buyer and the Title Company an affidavit that evidences that Seller is exempt from the withholding requirements of Section 1445 of the Internal Revenue Code, or cause to be delivered, to in the Purchaser the following:form attached as Exhibit D. (ie) certificates evidencing the Purchased Shares Seller shall execute and deliver to the extent that the Purchased Shares are in certificate form (and if not in certificate form, such other appropriate instruments of transfer), duly endorsed in blank or with stock powers duly executed in proper form for transfer, and (without prejudice to Section 5.02(d)) with any required stock transfer stamps affixed thereto, in each case duly executed by the Seller or other Seller Entity, as applicable; (ii) Buyer a counterpart of the General Assignment and ▇▇▇▇ of Sale duly executed and Assignment in form attached as Exhibit E, conveying to Buyer the Personal Property and the Warranties, Permits and Related Property (not otherwise transferred to Buyer pursuant to the sale of assets by ▇▇▇▇▇▇'▇ to Buyer), and shall deliver to Buyer the originals of any Warranties or Permits in Seller's possession. (f) Seller and Buyer shall execute and deliver an Assignment and Assumption of the Foreign Closing DocumentsWrap Note referenced in Section 1.2(b) and the Wrap Deed of Trust (dated July 24, 1998, recorded on July 24, 1998 at Recorder's No. 98-0639755, records of Maricopa County, Arizona, in each case duly executed by the form attached as Exhibit F. (g) Seller or other and Buyer shall execute and deliver an Assignment and Assumption of the Contracts being assigned, in form attached as Exhibit G. Seller Entityshall also deliver to Buyer originals, to the extent applicable;in Seller's possession, of all such assigned contracts. (iiih) Seller shall execute and deliver a certified Resolution(s) of all of the certificates Seller's shareholders and directors, in form acceptable to Buyer, authorizing and directing the Seller to sell and convey the Property to Buyer, and authorizing and directing ▇▇▇▇▇▇ Friend, as President of Seller, to execute and deliver this Agreement, the Special Warranty Deed, and any and all other instruments required to be delivered by Seller to Buyer pursuant to Section 6.02;the terms of this Agreement. Seller's counsel, ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, shall execute and deliver to Buyer an opinion letter opining that Seller, and that ▇▇▇▇▇▇ Friend as President of the Seller, are fully authorized and empowered to sell and convey the Property to Buyer and that upon Closing the conveyance of the Property to Buyer is and shall be legal, valid and binding and enforceable against Seller in accordance with the terms of this Agreement. (ivi) Seller shall deliver the estoppel certificate referenced in Section 2.4. (j) Seller shall execute and deliver a counterpart Certificate in the form attached as Exhibit H pertaining to Seller's warranties and representations. (k) Buyer shall deliver into Escrow, for delivery to Seller, at Closing, a certificate for the shares of stock (the "Share") of Buyer's Parent as specified in Section 1.2(c), with the following legend affixed thereto: "THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER UNITED STATES FEDERAL OR STATE SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED OR ASSIGNED FOR VALUE, DIRECTLY OR INDIRECTLY, NOR MAY THE SECURITIES BE TRANSFERRED ON THE BOOKS OF THE CORPORATION, WITHOUT REGISTRATION UNDER ALL APPLICABLE UNITED STATES FEDERAL OR STATE SECURITIES LAWS OR COMPLIANCE WITH AN APPLICABLE EXEMPTION THEREFROM, SUCH COMPLIANCE, AT THE OPTION OF THE CORPORATION, TO BE EVIDENCED BY AN OPINION OF THE HOLDER'S COUNSEL, IN FORM ACCEPTABLE TO THE CORPORATION, THAT NO VIOLATION OF SUCH REGISTRATION PROVISIONS WOULD RESULT FROM ANY PROPOSED TRANSFER OR ASSIGNMENT." (l) After Closing, the Seller agrees that it will not sell, assign, pledge, give, transfer, or otherwise dispose of the Transition Services Shares or any interest therein, or make any offer or attempt to do any of the foregoing, except pursuant to a registration of the Shares under the United States Securities Act of 1933 (the "Securities Act") and all applicable state securities laws or in a transaction that is exempt from the registration provisions of the Securities Act and all applicable state securities laws. Any attempted sale, assignment, or other transfer of the Shares without compliance with the provisions of this Agreement duly executed by each Seller Entity named as a party thereto;will be void, and the provisions of Section 4.4(k), (l) and (m) shall survive the Closing. (vm) a counterpart Seller shall deliver an Accredited Investor Questionnaire in the form of the Cincinnati Lease, duly executed by each Seller Entity named as a party thereto;Exhibit I. (vin) a counterpart of the Orlando Sublease, duly executed by each Seller Entity named as a party thereto;See Exhibit J attached hereto for piggy back registration rights. (vii) a counterpart of the Master Commercial Agreement, duly executed by each Seller Entity named as a party thereto; (viii) a counterpart of the IP License Agreement, duly executed by the Seller; (ix) a counterpart of the Side Letter, duly executed by the Seller; (x) resignations or instruments effecting the removal, effective as of the Closing, of the directors and officers of IM Business Entities identified by the Purchaser within fifteen (15) Business Days following the date hereof from such directorships or offices; and (xio) Seller shall deliver to Buyer state and city transaction privilege sales tax clearances with respect to Seller's receipts from the Purchaser the deliverables set forth in Section 6.01(e)of this AgreementProperty which are subject to sales or transaction privilege taxes.

Closing Deliveries. (a) At the Closing, the Purchaser shall deliverhave received at or prior to each Closing such documents, instruments or cause to be deliveredcertificates as Purchaser may reasonably request including, to the Seller (or one or more Seller Entities designated by the Seller) the followingwithout limitation: (i) payment, by wire transfer(s) to one or more bank accounts designated a B▇▇▇ of Sale in writing by substantially the Seller (such designation to be form attached hereto as Exhibit E and made by the Seller at least five (5) Business Days prior a part hereof relating to the Closing Date), in immediately available Dollars an amount equal to either (A) if Assets at the Estimated Adjustment Amount is zero or positive, the sum of the Base Purchase Price plus the Estimated Adjustment Amount, or (B) if the Estimated Adjustment Amount is negative, the Base Purchase Price minus the absolute value of the Estimated Adjustment Amount (the amount set forth in clause (A) or (B) as applicable, the “Closing Purchase Price”);Locations acquired at such Closing. (ii) an Assignment and Assumption Agreement in substantially the certificates form attached hereto as Exhibit F, relating to be the assignment and assumption of the Assumed Contracts with respect to the Assumed Contracts acquired at such Closing (the “Assumption Agreement”). If an Assumed Contract relates to more than one Location and all of the Locations to which such Assumed Contract relates are not Acquired Locations, the Assumption Agreement executed and delivered pursuant at each Closing with respect to Section 6.03;such Assumed Contract will only provide for the assignment by Seller, and the assumption by Purchaser, of Seller’s rights and obligations under such Assumed Contract that relate to the Acquired Locations. (iii) a counterpart consent of the Transition Services Agreement attached as Exhibit A hereto other parties to all of the Assumed Contracts relating to the Locations acquired at such Closing (including the “Transition Services Agreement”)consents to the assignments of the Real Property Leases to Purchaser from the landlords thereunder) and all other consents, duly executed approvals or releases from third parties required by Parent and the Purchaser;. (iv) a counterpart A certificate as to (i) the Articles of Incorporation of each of Seller and Shareholder, (ii) the Bylaws of each of Seller and Shareholder, (iii) the incumbency of the General Assignments officer of Seller or Shareholder executing this Agreement and Bills other documents in connection with this Agreement on behalf of Sale for such party and (iv) the Purchased Assets, resolutions adopted by the Board of Directors and between the shareholders of each of Seller and Shareholder authorizing and approving the Purchaser, attached as Exhibit B hereto (the “General Assignment and ▇▇▇▇ of Sale”), duly executed transactions contemplated by Parent and the Purchaser, and with respect to jurisdictions outside the United States in which the Purchased Assets, Assumed Liabilities, Excluded Assets or Retained Liabilities are located, such bills of sale, stock powers, certificates of title, deeds, assignments and other agreements or instruments of transfer (in a form that is consistent with the terms and conditions of this Agreement, and otherwise customary in such jurisdictions) as and to the extent necessary to effect the transfer of the Purchased Assets or Excluded Assets or the assumption of the Assumed Liabilities or Retained Liabilities pursuant to this Agreement (the “Foreign Closing Documents”), in each case duly executed by Parent and the Purchaser, to the extent applicable;on such Closing. (v) a counterpart of A lease agreement covering the Cincinnati Lease, attached as Exhibit C hereto, evidencing the five (5)-year lease to the Purchaser of certain office space in Cincinnati, Ohio Excluded Florida Real Property (the “Cincinnati Lease Agreement”) in form and substance mutually acceptable to the Parties pursuant to which Seller will lease to Purchaser the Excluded Florida Real Property (the “Excluded Florida Real Property Lease”)) for an initial five-year term and two five-year renewal options in exchange for total rent abatement through December 31, duly executed by Parent 2010 and the Purchasera reasonable market rent thereafter; (vi) a counterpart of the Orlando Sublease attached as Exhibit D hereto, evidencing the five (5)-year sublease A closing statement with respect to prorations relating to the Purchaser of certain office space in Orlando, Florida (the “Orlando Sublease”), duly executed by Parent and the PurchaserLocations acquired at such Closing; (vii) a counterpart Consents of the Master Commercial Lenders under that certain First Amended and Restated Credit Agreement attached dated as Exhibit E heretoof July 30, pursuant to which certain Seller Entities will provide to the IM Business Entities certain commercial services for a period of two 2004 (2) years (as amended, the “Master Commercial ACE Credit Agreement”), duly executed among Purchaser, W▇▇▇▇ Fargo Bank, National Association, as Administrative Agent, Co-Lead Arranger, Joint Book Runner and Lender, J▇ ▇▇▇▇▇▇ Chase Bank, as Syndication Agent and as a Lender, J.▇. ▇▇▇▇▇▇ Securities, Inc., as Joint Book Runner and Co-Lead Arranger, U.S. Bank, National Association, Bank of America, N.A. and Union Bank of California, N.A., as Co-Documentation Agents and as Lenders, Keybank National Association, as Senior Managing Agent and as a Lender, and the other Lenders thereunder, to the transactions contemplated by this Agreement as required by the Purchaser and each Affiliate of the Purchaser named as a party theretoACE Credit Agreement; (viii) a counterpart Receipt by Purchaser of the Intellectual Property Cross-License Agreement attached as Exhibit F hereto (approval of its Board of Directors to the “IP License transactions contemplated by this Agreement”), duly executed by Parent and the Purchaser; and (ix) a counterpart Estoppel letters from the subtenants under the Subleases confirming the status of the side letter regarding certain acknowledgments and reporting obligations attached as Exhibit G hereto (the “Reporting Letter”), duly excuted by Parent and the Purchasersuch Subleases. (b) At the Closing, the Seller shall deliver, or cause to be delivered, to the Purchaser the following: (i) certificates evidencing the Purchased Shares to the extent that the Purchased Shares are in certificate form (and if not in certificate form, such other appropriate instruments of transfer), duly endorsed in blank or with stock powers duly executed in proper form for transfer, and (without prejudice to Section 5.02(d)) with any required stock transfer stamps affixed thereto, in each case duly executed by the Seller or other Seller Entity, as applicable; (ii) a counterpart of the General Assignment and ▇▇▇▇ of Sale duly executed by the Seller and the Foreign Closing Documents, in each case duly executed by the Seller or other Seller Entity, to the extent applicable; (iii) the certificates to be delivered pursuant to Section 6.02; (iv) a counterpart of the Transition Services Agreement duly executed by each Seller Entity named as a party thereto; (v) a counterpart of the Cincinnati Lease, duly executed by each Seller Entity named as a party thereto; (vi) a counterpart of the Orlando Sublease, duly executed by each Seller Entity named as a party thereto; (vii) a counterpart of the Master Commercial Agreement, duly executed by each Seller Entity named as a party thereto; (viii) a counterpart of the IP License Agreement, duly executed by the Seller; (ix) a counterpart of the Side Letter, duly executed by the Seller; (x) resignations or instruments effecting the removal, effective as of the Closing, of the directors and officers of IM Business Entities identified by the Purchaser within fifteen (15) Business Days following the date hereof from such directorships or offices; and (xi) Seller shall deliver to the Purchaser the deliverables set forth in Section 6.01(e)of this Agreement.

Closing Deliveries. At the Closing: (a) At the Closing, the Purchaser shall deliver, or cause to be delivered, to the Seller (or one or more Seller Entities designated by the Seller) the following: (i) payment, by wire transfer(s) to one or more bank accounts designated in writing by the Seller (such designation to be made by the Seller at least five (5) Business Days prior to the Closing Date), in immediately available Dollars an amount equal to either (A) if the Estimated Adjustment Amount is zero or positive, the sum of the Base Purchase Price plus the Estimated Adjustment Amount, or (B) if the Estimated Adjustment Amount is negative, the Base Purchase Price minus the absolute value of the Estimated Adjustment Amount (the amount set forth in clause (A) or (B) as applicable, the “Closing Purchase Price”); (ii) the certificates to be delivered pursuant to Section 6.03; (iii) a counterpart of the Transition Services Agreement attached as Exhibit A hereto (the “Transition Services Agreement”), duly executed by Parent and the Purchaser; (iv) a counterpart of the General Assignments and Bills of Sale for the Purchased Assets, by and between the Seller and the Purchaser, attached as Exhibit B hereto (the “General Assignment and ▇▇▇▇ of Sale”), duly executed by Parent and the Purchaser, and with respect to jurisdictions outside the United States in which the Purchased Assets, Assumed Liabilities, Excluded Assets or Retained Liabilities are located, such bills of sale, stock powers, certificates of title, deeds, assignments and other agreements or instruments of transfer (in a form that is consistent with the terms and conditions of this Agreement, and otherwise customary in such jurisdictions) as and to the extent necessary to effect the transfer of the Purchased Assets or Excluded Assets or the assumption of the Assumed Liabilities or Retained Liabilities pursuant to this Agreement (the “Foreign Closing Documents”), in each case duly executed by Parent and the Purchaser, to the extent applicable; (v) a counterpart of the Cincinnati Lease, attached as Exhibit C hereto, evidencing the five (5)-year lease to the Purchaser of certain office space in Cincinnati, Ohio (the “Cincinnati Lease”), duly executed by Parent and the Purchaser; (vi) a counterpart of the Orlando Sublease attached as Exhibit D hereto, evidencing the five (5)-year sublease to the Purchaser of certain office space in Orlando, Florida (the “Orlando Sublease”), duly executed by Parent and the Purchaser; (vii) a counterpart of the Master Commercial Agreement attached as Exhibit E hereto, pursuant to which certain Seller Entities will provide to the IM Business Entities certain commercial services for a period of two (2) years (the “Master Commercial Agreement”), duly executed by the Purchaser and each Affiliate of the Purchaser named as a party thereto; (viii) a counterpart of the Intellectual Property Cross-License Agreement attached as Exhibit F hereto (the “IP License Agreement”), duly executed by Parent and the Purchaser; and (ix) a counterpart of the side letter regarding certain acknowledgments and reporting obligations attached as Exhibit G hereto (the “Reporting Letter”), duly excuted by Parent and the Purchaser. (b) At the Closing, the Seller shall deliver, or cause to be delivered, to the Purchaser the following: (i) certificates evidencing the Purchased Shares to the extent that the Purchased Shares are in certificate form (and if not in certificate form, such other appropriate instruments of transfer), duly endorsed in blank or with stock powers duly executed in proper form for transfer, and (without prejudice to Section 5.02(d)) with any required stock transfer stamps affixed thereto, in each case duly executed by the Seller or other Seller Entity, as applicable; (ii) a counterpart of the General Assignment and ▇▇▇▇ of Sale duly executed by the Seller and the Foreign Closing Documents, in each case duly executed by the Seller or other Seller Entity, to the extent applicable; (iii) the certificates to be delivered pursuant to Section 6.02; (iv) a counterpart of the Transition Services Agreement duly executed by each Seller Entity named as a party thereto; (v) a counterpart of the Cincinnati Lease, duly executed by each Seller Entity named as a party thereto; (vi) a counterpart of the Orlando Sublease, duly executed by each Seller Entity named as a party thereto; (vii) a counterpart of the Master Commercial Agreement, duly executed by each Seller Entity named as a party thereto; (viii) a counterpart of the IP License Agreement, duly executed by the Seller; (ix) a counterpart of the Side Letter, duly executed by the Seller; (x) resignations or instruments effecting the removal, effective as of the Closing, of the directors and officers of IM Business Entities identified by the Purchaser within fifteen (15) Business Days following the date hereof from such directorships or offices; and (xi) The Seller shall deliver to the Purchaser the deliverables set forth various certificates, instruments and documents which are deliverable by the Seller pursuant to Section 6.1(e) and the Seller shall deliver to the Purchaser and Reuters R&A a duly executed bill of sale (the "Bill of Sale") and such other instruments of conv▇▇▇▇ce as the Purch▇▇▇▇ and Reuters R&A may reasonably request in order to effect the sale, transfer, conveyance and assignment to Reuters R&A of valid ownership of the Assets, in each case in a form reasonably satisfactory to the Purchaser and Reuters R&A. The Seller shall also deliver to Reuters R&A, or otherwise put the Purchaser in possession or control of, all of the Assets of a tangible nature. (b) The Purchaser shall deliver to the Seller (i) the various certificates, instruments and documents which are deliverable by the Purchaser pursuant to Section 6.1(e) and (ii) a true and correct copy of the Ledger, after entering the Purchase Price Consideration as a credit payable to the Seller and the Cash Payments referred to in Section 6.01(e)of 1.7(d) and indicating that such Cash Payments were paid to the Seller at the Closing. The Purchaser and Reuters R&A shall deliver a duly executed instrument of assumption of liabilities (the "Assumption Agreement") and such other instruments as the Seller may reasonably request in order to effect the assumption by Reuters R&A of the Assumed Liabilities, in a form reasonably satisfactory to the Seller. (c) The Purchaser and the Seller shall execute and deliver the Mutual Services Agreement attached hereto as Exhibit A (the "Mutual Services Agreement") and the Purchaser and the Seller shall execute and deliver the Technology and Trademark Cross-License attached hereto as Exhibit B (the "Intellectual Property License," and together with the Mutual Services Agreement, the "Ancillary Agreements"). (d) The Purchaser shall pay to the Seller any Cash Payments expressly contemplated to be paid at the Closing pursuant to Section 4.1(a) of this Agreement and Section 4(d) of the Mutual Services Agreement. (e) The Purchaser, Reuters R&A and the Seller shall execute and deliver to each other a cross-receipt evidencing the transactions referred to above.

Closing Deliveries. On or before the Closing Date, the Parties shall cause to be delivered to Escrow Agent fully executed originals of the following documents, satisfactory in form and substance to both Seller and Purchaser, together with escrow instructions, funds required to close and any other documents reasonably required to complete the transaction contemplated by this Agreement: 11.1 Seller’s Deliveries. (a) At Special Warranty Deed conveying title to the ClosingProperty to Purchaser and containing a reference to the HUD Covenant and a restriction prohibiting converting the use of the Property into condominiums, a horizontal property regime or other form of separate ownership as to any of the Purchaser shall deliverdwelling units, for a period of ten (10) years from the date of issuance of the final certificate of occupancy upon completion of the improvements to the Property, in form and substance identical, subject to any corrections or cause revisions jointly agreed to by the parties or required by law, to that instrument to be delivered, delivered to Purchaser within fourteen (14) days after the Seller (or one or more Seller Entities designated by the Seller) the following: (i) payment, by wire transfer(s) to one or more bank accounts designated in writing by the Seller (such designation to be made by the Seller at least five (5) Business Days prior to the Closing Date), in immediately available Dollars an amount equal to either (A) if the Estimated Adjustment Amount is zero or positive, the sum of the Base Purchase Price plus the Estimated Adjustment Amount, or (B) if the Estimated Adjustment Amount is negative, the Base Purchase Price minus the absolute value of the Estimated Adjustment Amount Effective Date (the amount set forth in clause (A) or (B) as applicable, the “Closing Purchase PriceDeed”); (ii) the certificates to be delivered pursuant to Section 6.03; (iii) a counterpart of the Transition Services Agreement attached as Exhibit A hereto (the “Transition Services Agreement”), duly executed by Parent and the Purchaser; (iv) a counterpart of the General Assignments and Bills of Sale for the Purchased Assets, by and between the Seller and the Purchaser, attached as Exhibit B hereto (the “General Assignment and ▇▇▇▇ of Sale”), duly executed by Parent and the Purchaser, and with respect to jurisdictions outside the United States in which the Purchased Assets, Assumed Liabilities, Excluded Assets or Retained Liabilities are located, such bills of sale, stock powers, certificates of title, deeds, assignments and other agreements or instruments of transfer (in a form that is consistent with the terms and conditions of this Agreement, and otherwise customary in such jurisdictions) as and to the extent necessary to effect the transfer of the Purchased Assets or Excluded Assets or the assumption of the Assumed Liabilities or Retained Liabilities pursuant to this Agreement (the “Foreign Closing Documents”), in each case duly executed by Parent and the Purchaser, to the extent applicable; (v) a counterpart of the Cincinnati Lease, attached as Exhibit C hereto, evidencing the five (5)-year lease to the Purchaser of certain office space in Cincinnati, Ohio (the “Cincinnati Lease”), duly executed by Parent and the Purchaser; (vi) a counterpart of the Orlando Sublease attached as Exhibit D hereto, evidencing the five (5)-year sublease to the Purchaser of certain office space in Orlando, Florida (the “Orlando Sublease”), duly executed by Parent and the Purchaser; (vii) a counterpart of the Master Commercial Agreement attached as Exhibit E hereto, pursuant to which certain Seller Entities will provide to the IM Business Entities certain commercial services for a period of two (2) years (the “Master Commercial Agreement”), duly executed by the Purchaser and each Affiliate of the Purchaser named as a party thereto; (viii) a counterpart of the Intellectual Property Cross-License Agreement attached as Exhibit F hereto (the “IP License Agreement”), duly executed by Parent and the Purchaser; and (ix) a counterpart of the side letter regarding certain acknowledgments and reporting obligations attached as Exhibit G hereto (the “Reporting Letter”), duly excuted by Parent and the Purchaser. (b) At the Closing, the Seller shall deliver, or cause to be delivered, to the Purchaser the following: (i) certificates evidencing the Purchased Shares to the extent that the Purchased Shares are in certificate form (and if not in certificate form, such other appropriate instruments of transfer), duly endorsed in blank or with stock powers duly executed in proper form for transfer, and (without prejudice to Section 5.02(d)) with any required stock transfer stamps affixed thereto, in each case duly executed by the Seller or other Seller Entity, as applicable; (ii) a counterpart of the General Assignment and ▇▇▇▇ of Sale duly executed by the Seller and the Foreign Closing Documents, in each case duly executed by the Seller or other Seller Entity, conveying title to the extent applicablePersonal Property to Purchaser; (iiic) Rent Roll, certified as correct as of the certificates Closing Date by Seller, identifying each unit, the tenant of each unit, the lease expiration date, the monthly rent, the status of payment of rent, all refundable tenant deposits and/or prepaid rents on deposit from tenants to be transferred by Seller to Purchaser at Closing, and any rental concessions to tenants then in effect; (d) Assignment and Assumption of Leases assigning to Purchaser all of Seller’s interests in all of the Tenant Leases; (e) Assignment and Assumption of Contracts and Intangibles assigning to Purchaser all of Seller’s rights and obligations under the contracts affecting the Property which Purchaser has elected to assume in accordance with the terms of this Agreement (collectively, the “Approved Contracts”); (f) General Assignment assigning to Purchaser all of Seller’s interest in warranties and other intangible Personal Property; (g) Non-foreign affidavit stating that Seller is not a “foreign person” for purposes of Section 1445 of the Internal Revenue Code; (h) An Affidavit of Property Value required in connection with the conveyance of the Real Property and such other documents as are customary for similar transactions or as may be reasonably required by the Title Company in its capacities as underwriter or escrow agent; and (i) A certificate updating Seller’s representations and warranties as of the Closing Date. Additionally, Seller shall cause fully executed originals of the following documents to be delivered pursuant directly to Section 6.02Purchaser on or before the Closing Date: (a) Originals of all Tenant Leases (or copies, if any original has been lost) and any material correspondence related thereto, i.e, all tenant files; (ivb) a counterpart Originals of the Transition Services Agreement duly executed by each Seller Entity named as a party all Approved Contracts and any material correspondence related thereto; (vc) a counterpart of Materials relating to the Cincinnati Lease, duly executed by each intangible Personal Property assigned to Purchaser that Seller Entity named as a party theretohas in its possession and/or control; (vid) a counterpart All soils, seismic, geologic, drainage, toxic waste and environmental reports, surveys, “as-built” plans and specifications, working drawings, grading plans, elevations and similar information with respect to the Real Property which Seller has in its possession and/or control to the extent that originals of the Orlando Sublease, duly executed such items have not been delivered previously by each Seller Entity named as a party thereto; (vii) a counterpart of the Master Commercial Agreement, duly executed by each Seller Entity named as a party thereto; (viii) a counterpart of the IP License Agreement, duly executed by the Seller; (ix) a counterpart of the Side Letter, duly executed by the Seller; (x) resignations or instruments effecting the removal, effective as of the Closing, of the directors and officers of IM Business Entities identified by the Purchaser within fifteen (15) Business Days following the date hereof from such directorships or officesto Purchaser; and (xie) Seller shall deliver All keys to the Purchaser improvements located on the deliverables set forth Real Property which Seller or Seller’s agents have in Section 6.01(e)of this Agreement.their possession, which keys shall include at least one (1) key for every apartment unit, and which keys shall be properly tagged for identification; and (f) The originals of the certificate of occupancy for the improvements on the Real Property and any other document readily accessible by Seller that is identified on Exhibit B.

Closing Deliveries. At least two (a2) At business days prior to the Closing, the Purchaser shall deliver, or cause to be delivered, Company will furnish to the Seller (or one or more Seller Entities designated by the Seller) the following: Purchaser (i) payment, by wire transfer(s) to one or more bank accounts designated in writing a certificate signed by the Seller (such designation to be made by Company setting forth the Seller at least five (5) Business Days prior to the Closing Date), in immediately available Dollars an amount equal to either Company’s (A) if the Estimated Adjustment Amount is zero or positivegood faith estimated Closing Working Capital, the sum including an itemization of the Base Purchase Price plus the Estimated Adjustment Amountcomponents of Closing Working Capital, or [(B) if the Estimated Adjustment Amount amount of the Indebtedness existing as of the Closing and specifying whether such Indebtedness is negative, Assumed Indebtedness or Repaid Indebtedness] and [(B)/(C)] good faith estimated calculation of the Base Closing Purchase Price minus the absolute value of the Estimated Adjustment Amount based thereon (the amount set forth in clause (A) or (B) as applicable, the “Estimated Closing Purchase PricePrice Certificate”); , (ii) a payoff letter, in form and substance satisfactory to the certificates Purchaser, from each holder of [Repaid] Indebtedness indicating the amount required to be delivered pursuant discharge in full such [Repaid] Indebtedness at Closing and, if such [Repaid] Indebtedness is secured, an undertaking by such holder to Section 6.03; discharge at Closing any Liens securing such [Repaid] Indebtedness, (iii) a counterpart final ▇▇▇▇ and wire transfer instructions from each payee of any portion of the Transition Services Agreement attached as Exhibit A hereto (Sellers’ Expenses, provided, however, that if any such payee delivers to the “Transition Services Agreement”Purchaser and the Company a letter stating that it will seek payment solely from the Sellers, such portion shall not be deemed to be part of the Sellers’ Expenses for purposes of Section 1.2(c), duly executed by Parent and the Purchaser; (iv) a counterpart schedule that provides a breakdown by recipient and amount of the General Assignments and Bills of all Sale for the Purchased Assets, by and between the Seller and the Purchaser, attached as Exhibit B hereto (the “General Assignment and ▇▇▇▇ of Sale”), duly executed by Parent and the Purchaser, and with respect to jurisdictions outside the United States in which the Purchased Assets, Assumed Liabilities, Excluded Assets or Retained Liabilities are located, such bills of sale, stock powers, certificates of title, deeds, assignments and other agreements or instruments of transfer (in a form that is consistent with the terms and conditions of this Agreement, and otherwise customary in such jurisdictions) as and to the extent necessary to effect the transfer of the Purchased Assets or Excluded Assets or the assumption of the Assumed Liabilities or Retained Liabilities pursuant to this Agreement (the “Foreign Closing Documents”), in each case duly executed by Parent and the Purchaser, to the extent applicable; (v) a counterpart of the Cincinnati Lease, attached as Exhibit C hereto, evidencing the five (5)-year lease to the Purchaser of certain office space in Cincinnati, Ohio (the “Cincinnati Lease”), duly executed by Parent and the Purchaser; (vi) a counterpart of the Orlando Sublease attached as Exhibit D hereto, evidencing the five (5)-year sublease to the Purchaser of certain office space in Orlando, Florida (the “Orlando Sublease”), duly executed by Parent and the Purchaser; (vii) a counterpart of the Master Commercial Agreement attached as Exhibit E hereto, pursuant to which certain Seller Entities will provide to the IM Business Entities certain commercial services for a period of two (2) years (the “Master Commercial Agreement”), duly executed by the Purchaser and each Affiliate of the Purchaser named as a party thereto; (viii) a counterpart of the Intellectual Property Cross-License Agreement attached as Exhibit F hereto (the “IP License Agreement”), duly executed by Parent and the Purchaser; and (ix) a counterpart of the side letter regarding certain acknowledgments and reporting obligations attached as Exhibit G hereto (the “Reporting Letter”), duly excuted by Parent and the PurchaserBonuses. (b) At the Closing, the Seller shall deliver, or cause to be delivered, to the Purchaser the following: (i) certificates evidencing the Purchased Shares to the extent that the Purchased Shares are in certificate form (and if not in certificate form, such other appropriate instruments of transfer), duly endorsed in blank or with stock powers duly executed in proper form for transfer, and (without prejudice to Section 5.02(d)) with any required stock transfer stamps affixed thereto, in each case duly executed by the Seller or other Seller Entity, as applicable; (ii) a counterpart of the General Assignment and ▇▇▇▇ of Sale duly executed by the Seller and the Foreign Closing Documents, in each case duly executed by the Seller or other Seller Entity, to the extent applicable; (iii) the certificates to be delivered pursuant to Section 6.02; (iv) a counterpart of the Transition Services Agreement duly executed by each Seller Entity named as a party thereto; (v) a counterpart of the Cincinnati Lease, duly executed by each Seller Entity named as a party thereto; (vi) a counterpart of the Orlando Sublease, duly executed by each Seller Entity named as a party thereto; (vii) a counterpart of the Master Commercial Agreement, duly executed by each Seller Entity named as a party thereto; (viii) a counterpart of the IP License Agreement, duly executed by the Seller; (ix) a counterpart of the Side Letter, duly executed by the Seller; (x) resignations or instruments effecting the removal, effective as of the Closing, of the directors and officers of IM Business Entities identified by the Purchaser within fifteen (15) Business Days following the date hereof from such directorships or offices; and (xi) Seller shall deliver to the Purchaser the deliverables set forth in Section 6.01(e)of this Agreement.

Closing Deliveries. (a) At the ClosingSettlement, the Purchaser Seller shall deliverdeliver to Buyer and, or cause where appropriate, Buyer shall deliver to be deliveredSeller, to the Seller (or one or more Seller Entities designated by the Seller) duly executed originals of the following: (i) payment, by wire transfer(s) to one or more bank accounts designated in writing by Special warranty deeds for each of the Seller (such designation to be made by the Seller at least five (5) Business Days prior to the Closing Date), in immediately available Dollars an amount equal to either (A) if the Estimated Adjustment Amount is zero or positivePennsylvania Real Property, the sum of Arizona Real Property and the Base Purchase Price plus Florida Real Property and a limited warranty deed for the Estimated Adjustment AmountMinnesota Real Property, or (B) if duly executed and acknowledged by Seller and in proper form for recording and substantially in the Estimated Adjustment Amount is negative, the Base Purchase Price minus the absolute value of the Estimated Adjustment Amount forms for each jurisdiction attached hereto as Exhibit “D” (the amount set forth in clause (A) or (B) as applicable, the “Closing Purchase PriceDeed”); (ii) A valid ▇▇▇▇ of sale for the certificates to be delivered pursuant to Section 6.03Personal Property in substantially the form attached hereto as Exhibit “E”; (iii) a counterpart A valid assignment of the Transition Services Agreement attached as Exhibit A hereto (the “Transition Services Agreement”)Leases, duly executed by Parent Seller and Buyer, pursuant to which Seller shall assign to Buyer all of Seller’s right, title and interest in and to the PurchaserLeases and Buyer shall assume the obligations of Seller under the Leases. Such assignment will include an indemnification from Seller to Buyer against liability for claims asserted against Buyer under the Leases for events occurring prior to Settlement and an indemnification from Buyer to Seller against liability for claims asserted against Seller under the Leases for events occurring from and after Settlement, and shall be substantially in the form attached hereto as Exhibit “F”; (iv) a counterpart A letter, substantially in the form attached hereto as Exhibit “G”, addressed to each tenant informing it of the General Assignments and Bills of Sale for the Purchased Assets, by and between the Seller and the Purchaser, attached as Exhibit B hereto (the “General Assignment and ▇▇▇▇ of Sale”), duly executed by Parent and the Purchaser, and with respect to jurisdictions outside the United States in which the Purchased Assets, Assumed Liabilities, Excluded Assets or Retained Liabilities are located, such bills of sale, stock powers, certificates of title, deeds, assignments and other agreements or instruments of transfer (in a form that is consistent with the terms and conditions of this Agreement, and otherwise customary in such jurisdictions) as and to the extent necessary to effect the transfer of the Purchased Assets or Excluded Assets or the assumption of the Assumed Liabilities or Retained Liabilities pursuant to this Agreement (the “Foreign Closing Documents”), in each case duly executed by Parent and the Purchaser, to the extent applicable; (v) a counterpart A Nonforeign Person Certification in the form attached hereto as Exhibit “H”, as required under Section 1445 of the Cincinnati Lease, attached as Exhibit C hereto, evidencing the five (5)-year lease to the Purchaser of certain office space in Cincinnati, Ohio (the “Cincinnati Lease”), duly executed by Parent and the PurchaserInternal Revenue Code; (vi) a counterpart of the Orlando Sublease attached as Exhibit D hereto, evidencing the five (5)-year sublease to the Purchaser of certain office space in Orlando, Florida (the “Orlando Sublease”)A valid assignment, duly executed by Parent Seller and Buyer, pursuant to which Seller shall assign to Buyer all of Seller’s right, title and interest in and to the PurchaserSurviving Agreements (including, without limitation, any [***] and any Service Contracts), and Buyer shall assume the obligations of Seller under the Surviving Agreements arising from and after the date of Settlement. Such assignment will include an indemnification from Seller to Buyer against liability for claims asserted against Buyer under the Surviving Agreements for events occurring prior to Settlement and an indemnification from Buyer to Seller against liability for claims asserted against Seller under the Surviving Agreements for events occurring from and after Settlement, and shall be substantially in the form attached hereto as Exhibit “I”; (vii) a counterpart of the Master Commercial Agreement attached as Exhibit E heretoA valid assignment, duly executed by Seller, pursuant to which certain Seller Entities will provide shall assign to Buyer all of Seller’s right, title and interest in, to and under the Permits, including without limitation the Monarch Lakes Permits and Approvals (defined below in Section 26), and in and to the IM Business Entities certain commercial services Intangible Property, it being understood and agreed that such assignment shall be without additional cost or expense to Seller (Buyer assuming responsibility for a period any applications, documentation or fees necessary to process and perfect any such assignment of two (2) years (the “Master Commercial Agreement”foregoing to Buyer), duly executed by and shall be substantially in the Purchaser and each Affiliate of the Purchaser named form attached hereto as a party theretoExhibit “J”; (viii) a counterpart A valid easement agreement substantially in the form attached hereto as Exhibit “M” pursuant to Section 24(c) of this Agreement; (ix) The Ground Lease (as hereinafter defined); (x) [***] (as hereinafter defined); (xi) Seller’s standard authority package certified by the secretary of the Intellectual Property Cross-License Trust evidencing that this Agreement attached has been duly authorized and that the person(s) executing the documents to be delivered by Seller have full right, power and authority to do so, all in form and substance reasonably satisfactory to Seller and to Title Company; (xii) To the extent not previously made available to Buyer, originals of the following instruments (or copies if originals are unavailable): (A) the Leases; (B) the Tenant Estoppel Certificates and any Seller Estoppel Certificates, and all estoppel certificates delivered by Tenants prior to the Effective Date; (C) the Surviving Agreements; (D) the Association Estoppels (as Exhibit F hereto (the “IP License Agreement”hereinafter defined), duly executed by Parent and the Purchaser; and (ixE) the REA Estoppels (as hereinafter defined). (xiii) All keys, master keys, electronic pass cards and combinations to locks at the Property, to the extent in Seller’s possession; (xiv) An owner’s affidavit in substantially the form attached hereto as Exhibit “K”; (xv) Any required municipal, county or state specific forms for recording, transfer of deeds or transfer tax; (xvi) All necessary instruments of assignment, transfer or consent in order for Buyer to complete the transfer of each letter of credit issued as security for a counterpart tenants under any Lease; (xvii) A rent roll, current as of the side letter regarding certain acknowledgments Settlement Date, certified by Seller as being true and reporting obligations attached correct in all respects; (xviii) The executed Settlement Statement; and (xix) Such other instruments, documents or agreements as Exhibit G hereto (are customary and which do not impose any additional liability on Seller or Buyer reasonably necessary to consummate the “Reporting Letter”), duly excuted by Parent purchase and sale of the PurchaserProperty. (b) At Possession of the ClosingProperty will be given to Buyer by delivery of the Deeds at Settlement, free of any leases, except the Seller shall deliver, or cause to be delivered, to the Purchaser the following: (i) certificates evidencing the Purchased Shares to the extent that the Purchased Shares are in certificate form (and if not in certificate form, such other appropriate instruments of transfer), duly endorsed in blank or with stock powers duly executed in proper form for transferLeases, and (without prejudice free of other claims to Section 5.02(d)) with any required stock transfer stamps affixed thereto, in each case duly executed by the Seller or other Seller Entity, as applicable; (ii) a counterpart rights of the General Assignment and ▇▇▇▇ possession except those of Sale duly executed by the Seller and the Foreign Closing Documents, in each case duly executed by the Seller or other Seller Entity, to the extent applicable; (iii) the certificates to be delivered pursuant to Section 6.02; (iv) a counterpart of the Transition Services Agreement duly executed by each Seller Entity named as a party thereto; (v) a counterpart of the Cincinnati Lease, duly executed by each Seller Entity named as a party thereto; (vi) a counterpart of the Orlando Sublease, duly executed by each Seller Entity named as a party thereto; (vii) a counterpart of the Master Commercial Agreement, duly executed by each Seller Entity named as a party thereto; (viii) a counterpart of the IP License Agreement, duly executed by the Seller; (ix) a counterpart of the Side Letter, duly executed by the Seller; (x) resignations or instruments effecting the removal, effective public record as of the Closing, of the directors and officers of IM Business Entities identified Effective Date. The Deeds will be prepared by the Purchaser within fifteen (15) Business Days following the date hereof from such directorships or offices; and (xi) Seller shall deliver to the Purchaser the deliverables set forth in Section 6.01(e)of this Agreementat Seller’s expense.

Closing Deliveries. (a) At the Closing, the Purchaser unless waived by Sellers, Buyer shall deliver, or cause to be deliveredexecute and deliver, as applicable, to the Seller (or one or more Seller Entities designated by the Selleron behalf of) the followingSellers: (i) payment, by wire transfer(s) the Assignment and Assumption Agreements for Assets to one or more bank accounts designated in writing by the Seller (such designation to be made by the Seller at least five (5) Business Days prior to the Closing Date), in immediately available Dollars an amount equal to either (A) if the Estimated Adjustment Amount which Buyer is zero or positive, the sum of the Base Purchase Price plus the Estimated Adjustment Amount, or (B) if the Estimated Adjustment Amount is negative, the Base Purchase Price minus the absolute value of the Estimated Adjustment Amount (the amount set forth in clause (A) or (B) as applicable, the “Closing Purchase Price”)a party; (ii) the certificates to be delivered pursuant to Section 6.03Assignment and Assumption Agreement for Assumed Liabilities; (iii) a counterpart for each Leased Real Estate interest assumed, an assignment and assumption of such Real Estate Lease in the Transition Services Agreement attached as form of Exhibit A hereto (the “Transition Services Agreement”)D, duly executed by Parent or such other good and the Purchasersufficient document or instrument of assignment or transfer each in form and substance reasonably satisfactory to Sellers and Buyer; (iv) a counterpart of the General Assignments and Bills of Sale for the Purchased Assets, by and between the Seller and the Purchaser, attached as Exhibit B hereto Closing Payment (the “General Assignment and ▇▇▇▇ of Sale”), duly executed by Parent and the Purchaser, and with respect which shall be delivered to jurisdictions outside the United States in which the Purchased Assets, Assumed Liabilities, Excluded Assets or Retained Liabilities are located, such bills of sale, stock powers, certificates of title, deeds, assignments and other agreements or instruments of transfer (in a form that is consistent with the terms and conditions of this Agreement, and otherwise customary in such jurisdictions) as and to the extent necessary to effect the transfer of the Purchased Assets or Excluded Assets or the assumption of the Assumed Liabilities or Retained Liabilities Sellers pursuant to this Agreement (the “Foreign Closing Documents”Section 2.1(d), in each case duly executed by Parent and the Purchaser, to the extent applicable); (v) a counterpart certificate, dated as of the Cincinnati LeaseClosing Date, attached executed on behalf of Buyer, certifying in such detail as Exhibit C hereto, evidencing Sellers may reasonably request that the five (5)-year lease conditions to the Purchaser of certain office space Closing specified in Cincinnati, Ohio (the “Cincinnati Lease”), duly executed by Parent Sections 7.1 and the Purchaser7.3 have been satisfied or waived; (vi) a counterpart of the Orlando Sublease attached as Exhibit D hereto, evidencing the five (5)-year sublease to the Purchaser of certain office space in Orlando, Florida (the “Orlando Sublease”), duly executed by Parent and the PurchaserWarrants; (vii) a counterpart of the Master Commercial Agreement attached as Exhibit E heretoall other documents, pursuant to which certain Seller Entities will provide to the IM Business Entities certain commercial services for a period of two (2) years (the “Master Commercial Agreement”)certificates, duly executed instruments or writings reasonably requested by the Purchaser and each Affiliate of the Purchaser named as a party thereto; (viii) a counterpart of the Intellectual Property Cross-License Agreement attached as Exhibit F hereto (the “IP License Agreement”), duly executed by Parent and the Purchaser; and (ix) a counterpart of the side letter regarding certain acknowledgments and reporting obligations attached as Exhibit G hereto (the “Reporting Letter”), duly excuted by Parent and the PurchaserSellers in connection herewith. (b) At the Closing, the Seller unless waived by Buyer, Cooperheat and IISI, as applicable, shall deliver, deliver or cause to be delivered, or execute and deliver, as applicable, to the Purchaser the followingBuyer: (i) certificates evidencing the Purchased Shares to the extent that the Purchased Shares are in certificate form (Assignment and if not in certificate form, such other appropriate instruments of transfer), duly endorsed in blank or with stock powers duly executed in proper form Assumption Agreements for transfer, and (without prejudice to Section 5.02(d)) with any required stock transfer stamps affixed thereto, in each case duly executed by the Seller or other Seller Entity, as applicableAssets; (ii) a counterpart of the General Assignment and ▇▇▇▇ of Sale duly executed by the Seller and the Foreign Closing Documents, in each case duly executed by the Seller or other Seller Entity, to the extent applicableAssumption Agreement for Assumed Liabilities; (iii) for each parcel of Sellers’ Owned Real Estate assumed, a recordable deed conveying good, indefeasible and, subject to Bankruptcy Court approval, transferable title (in form appropriate for the certificates jurisdiction in which such Owned Real Estate is located and otherwise consistent with this Agreement) or if required for such jurisdiction, such other good and sufficient document or instrument of conveyance or transfer, each in form and substance reasonably satisfactory to be delivered pursuant to Section 6.02Buyer; (iv) a counterpart for each Leased Real Estate interest assumed, an assignment and assumption of such Real Estate Lease in the Transition Services Agreement duly executed by form of Exhibit D or such other good and sufficient document or instrument of assignment or transfer, each Seller Entity named as a party theretoin form and substance reasonably satisfactory to Buyer; (v) a counterpart stock certificates representing all of the Cincinnati Lease, issued and outstanding capital stock of each of the Other Companies and a duly executed by Stock Power transferring each Seller Entity named as a party theretoof such certificates to Buyer; (vi) a counterpart stock certificate(s) representing all of the Orlando Subleaseissued and outstanding capital stock of Global Heat (1998) Inc., and a duly executed by each Seller Entity named as a party theretoStock Power transferring such certificate(s) to Buyer; (vii) a counterpart certificate, dated as of the Master Commercial AgreementClosing Date, duly executed on behalf of Sellers by each Seller Entity named an authorized officer, certifying in such detail as a party theretoBuyer may reasonably request that the conditions to Closing specified in Sections 7.1 and 7.2 have been satisfied or waived; (viii) a counterpart copies of the IP License Orders and any other necessary orders of the Bankruptcy Court approving the performance by Sellers of their respective obligations under this Agreement, duly executed by and any other relevant orders of the SellerBankruptcy Court; (ixA) a counterpart certificate of service certifying that notice of application to the Bankruptcy Court to consummate the transactions contemplated by this Agreement was served on all Persons listed on the mailing matrix filed in the bankruptcy cases and those other Persons the Buyer reasonably requests be served and whose names and addresses the Buyer delivers to the Sellers on or before 5:00 p.m. Houston, Texas time on July 20, 2004, and (B) a list of those notices of the Side Letter, duly executed by the Sellersale returned to Sellers because of incorrect addresses; (x) resignations or instruments effecting the removal, effective certificates of non-foreign status required pursuant to Section 7.2(g); (xi) such other documentation as Buyer may reasonably request to effect the transfer of the Closing, of Assets as contemplated by this Agreement; (xii) the directors Books and officers of IM Business Entities identified by the Purchaser within fifteen (15) Business Days following the date hereof from such directorships or officesRecords; and (xixiii) Seller shall deliver all other documents, certificates, instruments or writings reasonably requested by Buyer in connection herewith, including, without limitation, all documents necessary to transfer all vehicles and other bank and brokerage accounts that constitute part of the Purchaser Assets to Buyer (together with the deliverables set forth in Section 6.01(e)of this Agreementdocuments referred to above, the “Ancillary Documents”).

Closing Deliveries. (a) a. At the Closing, Seller shall deliver to Buyer the Purchaser shall deliverfollowing documents, or cause to be delivered, reasonably satisfactory in form and substance to the Seller (or one or more Seller Entities designated by the Seller) the followingparties hereto and their respective counsel, properly executed and acknowledged as required: (i1) paymentSpecial Warranty Deed in substantially the form attached hereto as Exhibit J (the “Deed”), by wire transfer(s) to one or more bank accounts designated conveying good of record and in writing by the Seller (such designation to be made by the Seller at least five (5) Business Days prior fact and marketable fee simple title to the Closing Date)Property to Buyer, in immediately available Dollars an amount equal to either free and clear of all liens, restrictions and encumbrances (A) if the Estimated Adjustment Amount is zero or positiveincluding, the sum of the Base Purchase Price plus the Estimated Adjustment Amountwithout limitation, encroachments and rights, or (Bclaimed rights, of third parties) if except for the Estimated Adjustment Amount is negative, the Base Purchase Price minus the absolute value of the Estimated Adjustment Amount (the amount set forth in clause (A) or (B) as applicable, the “Closing Purchase Price”)Permitted Exceptions; (ii2) Warranty ▇▇▇▇ of Sale in substantially the certificates to be delivered pursuant to Section 6.03; (iii) a counterpart of the Transition Services Agreement form attached hereto as Exhibit A hereto K (the “Transition Services Agreement”), duly executed by Parent and the Purchaser; (iv) a counterpart of the General Assignments and Bills of Sale for the Purchased Assets, by and between the Seller and the Purchaser, attached as Exhibit B hereto (the “General Assignment and ▇▇▇▇ of Sale”)) conveying title to the Personal Property, duly executed free and clear of all liens; (3) A general assignment and assumption agreement in substantially the form attached hereto as Exhibit L (“Assignment”) assigning to Buyer all of Seller’s right, title and interest in and to the Existing Lease and all leases entered into by Parent and the Purchaser, and with respect to jurisdictions outside the United States Seller in which the Purchased Assets, Assumed Liabilities, Excluded Assets or Retained Liabilities are located, such bills of sale, stock powers, certificates of title, deeds, assignments and other agreements or instruments of transfer (in a form that is consistent conformity with the terms and conditions of this AgreementAmended and Restated Contract, tenant security deposits and otherwise customary in such jurisdictions) as other deposits, if any (and interest thereon, if any), Service Contracts (to the extent necessary assignable), Permits and all other rights and interests in the Property to effect the transfer of the Purchased Assets or Excluded Assets or the assumption of the Assumed Liabilities or Retained Liabilities be conveyed by Seller to Buyer pursuant to the terms of this Agreement Amended and Restated Contract (including warranties and guaranties relating to personal property conveyed under the “Foreign Closing Documents”), in each case duly executed by Parent and the Purchaser, to the extent applicable; (v) a counterpart of the Cincinnati Lease, attached as Exhibit C hereto, evidencing the five (5)-year lease to the Purchaser of certain office space in Cincinnati, Ohio (the “Cincinnati Lease”), duly executed by Parent and the Purchaser; (vi) a counterpart of the Orlando Sublease attached as Exhibit D hereto, evidencing the five (5)-year sublease to the Purchaser of certain office space in Orlando, Florida (the “Orlando Sublease”), duly executed by Parent and the Purchaser; (vii) a counterpart of the Master Commercial Agreement attached as Exhibit E hereto, pursuant to which certain Seller Entities will provide to the IM Business Entities certain commercial services for a period of two (2) years (the “Master Commercial Agreement”), duly executed by the Purchaser and each Affiliate of the Purchaser named as a party thereto; (viii) a counterpart of the Intellectual Property Cross-License Agreement attached as Exhibit F hereto (the “IP License Agreement”), duly executed by Parent and the Purchaser; and (ix) a counterpart of the side letter regarding certain acknowledgments and reporting obligations attached as Exhibit G hereto (the “Reporting Letter”), duly excuted by Parent and the Purchaser. (b) At the Closing, the Seller shall deliver, or cause to be delivered, to the Purchaser the following: (i) certificates evidencing the Purchased Shares to the extent that the Purchased Shares are in certificate form (and if not in certificate form, such other appropriate instruments of transfer), duly endorsed in blank or with stock powers duly executed in proper form for transfer, and (without prejudice to Section 5.02(d)) with any required stock transfer stamps affixed thereto, in each case duly executed by the Seller or other Seller Entity, as applicable; (ii) a counterpart of the General Assignment and ▇▇▇▇ of Sale duly executed by the Seller and the Foreign Closing DocumentsSale), in each case duly executed by the Seller or other Seller Entityand, subject to the extent applicableterms of this Amended and Restated Contract; (iii1) An updated, current rent roll certified by Seller to Buyer as being true, accurate and complete in all material respects as of Closing, as of a date no more than ten (10) days prior to the certificates date of Closing in the same form as the Certified Rent Roll attached hereto as Exhibit C, showing as of the date of such rent roll (A) all current claims or offsets of any tenant against Seller of which Seller has knowledge, (B) all rebates, concessions, deductions or abatements of rent to which any tenant is entitled, (C) any rents which have been prepaid more than thirty (30) days in advance, and (D) all security, key and maintenance deposits and interest owed thereon to tenants by statute or contract, together with a detailed statement of the security deposits, the amount received, the date of receipt, previous applications of any portion of such security deposits and all accrued interest held for the account of each tenant and (2) a list of the rents received as of the Closing Date from the occupancy tenants and any delinquencies; (5) A membership resolution and consent of all required members of the Seller authorizing the transactions contemplated herein and an incumbency certificate to evidence the capacity and authority of Seller to consummate the Closing, and any other documents to evidence the authority of Seller to consummate the Closing reasonably requested by the Title Company, Escrow Agent or Buyer; (6) Evidence reasonably satisfactory to Buyer and to the Title Company that all necessary approvals and/or consents by all required persons have been delivered and such other evidence satisfactory to Buyer and the Title Company of Seller’s authority and the authority of all signatories on behalf of Seller to convey the Property pursuant to this Amended and Restated Contract; (7) Affidavits (containing terms reasonably acceptable to Seller) sufficient for the Buyer to delete any exceptions for parties in possession and mechanics’ or materialmen’s liens from the Buyer’s Title Commitment, and such other affidavits (containing terms reasonably acceptable to Seller) relating to Buyer’s Title Commitment as the Buyer may reasonably request; (8) Possession of the Property free and clear of all parties in possession except as provided for under the Existing Lease and other leases entered into by Seller in conformity with this Amended and Restated Contract, as reflected on the updated rent roll to be delivered by Seller pursuant to Section 6.0212(a)(4), and all keys, codes and other security devices for all tenant spaces, utility rooms and other facilities at the Property; (iv9) a counterpart A certificate confirming that the representations and warranties of Seller set forth in this Amended and Restated Contract are true and accurate in all material respects as of the Transition Services Agreement duly executed by each Closing Date as if such representations and warranties had been made on and as of such date (and Seller Entity named shall be deemed to have re-made such representations and warranties as a party theretoof the Closing Date), except as otherwise provided for herein; (v10) At Buyer’s option, a counterpart written notice dated as of Closing to be jointly made from Seller and Buyer to the Cincinnati Lease, duly executed Property stating that the Property has been sold to Buyer and directing the Existing Tenants to regard Buyer as their landlord and to make rental payments payable to the party and at the address specified by each Seller Entity named as a party theretoBuyer and set forth in such notice; (vi11) a counterpart To the extent that such items are in the possession or control of Seller, originals (or, if originals are unavailable, true and correct copies) of all books and records and tenant files necessary for the orderly transition of operation of the Orlando SubleaseProperty, duly executed the Existing Lease and other leases entered into by each Seller Entity named as a party theretoin conformity with this Amended and Restated Contract, Service Contracts and all Permits, all plans, surveys, specifications, operating manuals and other materials and information with respect to the Property; provided that Seller may deliver possession of any such books and records to Buyer at the Property; (vii12) An original of a counterpart of closing statement setting forth the Master Commercial AgreementPurchase Price, duly executed by each Seller Entity named as a party theretothe Deposit, plus all accrued interest thereon, the closing adjustments and prorations provided for hereunder and the application thereof at the Closing (the “Closing Statement”); (viii13) a counterpart A certification of non-foreign status (the IP License Agreement“FIRPTA Affidavit”) in the form set forth and attached hereto as Exhibit M, duly executed by the Seller; (ix14) Deliver to Buyer a counterpart current list of the Side Letterall security deposits, duly executed maintenance deposits and key deposits, if any, together with a computation of interest thereon required by the Sellerlaw or agreement; (x15) resignations Deliver the required Tenant Estoppel Letters from the tenants or instruments effecting the removal, effective as occupants of the ClosingProperty or, of the directors and officers of IM Business Entities identified by the Purchaser within fifteen with Buyer’s consent (15which may be granted or withheld in Buyer’s sole discretion), Seller’s certification in lieu thereof; (16) Business Days following the date hereof from such directorships or officesPay all leasing commissions; and (xi17) Seller Pay all items required under the terms of this Amended and Restated Contract to be paid by Seller. (18) Such transfer tax, gains or other similar forms required by law; (19) An original 1099-B Certification; and (20) Such other instruments as Buyer may reasonably request consistent with the terms of this Amended and Restated Contract. b. At the Closing, Buyer shall deliver to Seller the Purchaser following documents, reasonably satisfactory in form and substance to the deliverables parties hereto and their respective counsel, properly executed and acknowledged as required: (1) Evidence reasonably satisfactory to Seller and to the Title Company that all necessary approvals and/or consents by all required persons have been delivered and such other evidence satisfactory to Seller and the Title Company of Buyer’s authority and the authority of all signatories on behalf of Buyer to convey the Property pursuant to this Amended and Restated Contract; (2) Any documents reasonably requested by Title Company, Escrow Agent or Seller to evidence Buyer’s capacity and authority to consummate Closing; (3) The Assignment, which shall include an assumption by Buyer of Seller’s obligations arising under the items assigned thereby to the extent arising and accruing after the Closing Date; (4) The Cash Portion of the Purchase Price; (5) An original of the Closing Statement; and (6) Such other instruments as Seller may reasonably request consistent with the terms of this Amended and Restated Contract. c. In addition to the indemnities set forth elsewhere in this Amended and Restated Contract, and except as otherwise specifically provided herein, (i) Seller hereby indemnifies and agrees to defend and hold Buyer harmless against and from any and all loss, cost, claim, liability, damage and expense, including, without limitation, reasonable attorneys’ fees and litigation costs, in respect of the inaccuracy of any representation or warranty made by Seller hereunder or in respect of the Property and its operation arising out of circumstances occurring prior to and including the Closing Date; and (ii) Buyer hereby indemnifies and agrees to defend and hold Seller harmless against and from any and all loss, cost, damage, claim, liability and expense, including, without limitation, reasonable attorneys’ fees and litigation costs, in respect of the Property and its operation arising out of circumstances occurring from and after the Closing Date, except to the extent such circumstances existed prior to Closing and except to the extent any events occurring from and after Closing are continuing events that began prior to Closing. The provisions of this Section 6.01(e)of 12(c) shall survive Closing under this AgreementAmended and Restated Contract and shall not be merged into the Deed.

Closing Deliveries. (a) At the Closing, the Purchaser Seller shall deliver, or cause deliver to be delivered, to the Seller (or one or more Seller Entities designated by the Seller) Buyer the following: (i) payment, by wire transfer(sAn assignment and assumption of membership interest conveying one hundred percent (100%) to one or more bank accounts designated in writing by the Seller (such designation to be made by the Seller at least five (5) Business Days prior to the Closing Date), in immediately available Dollars an amount equal to either (A) if the Estimated Adjustment Amount is zero or positive, the sum of the Base Purchase Price plus membership interest in the Estimated Adjustment AmountSPE to Buyer, or (B) if its nominee, free and clear of all liens, claims and encumbrances, substantially in the Estimated Adjustment Amount is negative, the Base Purchase Price minus the absolute value of the Estimated Adjustment Amount (the amount set forth in clause (A) or (B) form attached hereto as applicable, the Exhibit “Closing Purchase PriceE”); (ii) An assignment and assumption of Leases and security deposits from Seller to Buyer, or its nominee, substantially in the certificates to be delivered pursuant to Section 6.03form attached as Exhibit “F” hereto and made a part hereof; (iii) a counterpart An affidavit by Seller stating that it (or the Transferor of the Transition Services Agreement attached property as Exhibit A hereto (required by the Internal Revenue Code of 1986, as amended) is not a “Transition Services Agreement”)foreign person” within the meaning of Section 1445 of the Internal Revenue Code of 1986, duly executed by Parent as amended, and the Purchaserregulations issued thereunder; (iv) a counterpart Original executed counterparts of the General Assignments Leases, or, if unavailable, photocopies thereof certified by Seller to the best of its knowledge as true, correct and Bills complete photocopies thereof; (v) Form 1099 or a document enabling Buyer to provide information concerning the gross proceeds of Sale for sale of this transaction to the Purchased Assets, Internal Revenue Service; (vi) A tenant notice letter to each Tenant from Seller notifying the Tenants of the transfer of ownership to Buyer and the place to pay rentals; (vii) Documentation as reasonably required to establish the due authority of Seller to sell the Property and Seller’s delivery of the documents required to be delivered by and Seller pursuant to this Agreement; (viii) A closing statement between the Seller and the Purchaser, attached as Exhibit B hereto (the “General Assignment and ▇▇▇▇ of Sale”)Buyer, duly executed by Parent Seller, setting forth the prorations and adjustments to the Purchaser, and with respect Purchase Price respecting the Property to jurisdictions outside be made pursuant to this Agreement; (ix) Such other documents as may be reasonably required by this Agreement or by the United States Title Company to effectuate the Closing in which the Purchased Assets, Assumed Liabilities, Excluded Assets or Retained Liabilities are located, such bills of sale, stock powers, certificates of title, deeds, assignments and other agreements or instruments of transfer (in a form that is consistent accordance with the terms and conditions of this Agreement, and otherwise customary including any title affidavits that the Title Company shall reasonably require in such jurisdictions) as and order to insure title to the extent necessary Property in Buyer or its nominee in the form required to effect be delivered by Seller under this Agreement; (x) A management agreement between Buyer and Seller providing for Seller to continue to operate, manage, repair, maintain and insure the common areas of the Properties as an integrated part of the Aircenter, pursuant to the provisions of Article 17 below; (xi) An amendment to the existing Declaration pursuant to the provisions of Article 19 below; (xii) A reaffirmation of Seller’s representations and warranties; (xiii) Such disclosures and reports as are required by applicable law in connection with the operation or transfer of the Purchased Assets or Excluded Assets or the assumption of the Assumed Liabilities or Retained Liabilities pursuant to this Agreement (the “Foreign Closing Documents”), in each case duly executed by Parent and the Purchaser, to the extent applicableProperties; (vxiv) a counterpart of the Cincinnati Lease, attached as Exhibit C hereto, evidencing the five The Signage Easement (5)-year lease to the Purchaser of certain office space in Cincinnati, Ohio (the “Cincinnati Lease”see Section 20 below), duly executed by Parent and the Purchaser; (vixv) a counterpart Confirmation of the Orlando Sublease attached as Exhibit D heretoresignation of all persons then holding managing, evidencing officer, director, or other governing positions in the five (5)-year sublease to the Purchaser of certain office space in Orlando, Florida (the “Orlando Sublease”), duly executed by Parent and the Purchaser; (vii) a counterpart of the Master Commercial Agreement attached as Exhibit E hereto, pursuant to which certain Seller Entities will provide to the IM Business Entities certain commercial services for a period of two (2) years (the “Master Commercial Agreement”), duly executed by the Purchaser and each Affiliate of the Purchaser named as a party thereto; (viii) a counterpart of the Intellectual Property Cross-License Agreement attached as Exhibit F hereto (the “IP License Agreement”), duly executed by Parent and the PurchaserSPE; and (ixxvi) a counterpart of Cost Sharing Agreement substantially in the side letter regarding certain acknowledgments and reporting obligations form attached hereto as Exhibit G hereto (the “Reporting Letter”), duly excuted by Parent and the Purchaser.I. (b) At the Closing, the Buyer shall deliver to Seller shall deliver, or cause to be delivered, to the Purchaser the following: (i) certificates evidencing The Purchase Price, adjusted for apportionments under Article 11 and any other adjustments required under the Purchased Shares to the extent that the Purchased Shares are in certificate form (and if not in certificate form, such other appropriate instruments express provisions of transfer), duly endorsed in blank or with stock powers duly executed in proper form for transferthis Agreement, and (without prejudice any other costs and expenses required to Section 5.02(d)) with any required stock transfer stamps affixed thereto, in each case duly executed be paid by the Buyer to Seller or other Seller Entity, as applicableunder this Agreement; (ii) a counterpart of the General Assignment The documents described in Section 10(a) (i), (ii), (viii), (ix), (x), (xi) and ▇▇▇▇ of Sale (xiv), duly executed and acknowledged by the Seller and the Foreign Closing Documents, in each case duly executed by the Seller or other Seller Entity, to the extent applicableBuyer; (iii) Documentation as reasonably required to establish the certificates due authority of Buyer in acquiring the Property and Buyer's delivery of the documents required to be delivered by Buyer pursuant to Section 6.02;this Agreement; and (iv) a counterpart of the Transition Services Such other documents as may be reasonably required by this Agreement duly executed by each Seller Entity named as a party thereto; (v) a counterpart of the Cincinnati Lease, duly executed by each Seller Entity named as a party thereto; (vi) a counterpart of the Orlando Sublease, duly executed by each Seller Entity named as a party thereto; (vii) a counterpart of the Master Commercial Agreement, duly executed by each Seller Entity named as a party thereto; (viii) a counterpart of the IP License Agreement, duly executed or by the Seller; (ix) a counterpart Title Company to effectuate the Closing in accordance with the terms and conditions of the Side Letter, duly executed by the Seller; (x) resignations or instruments effecting the removal, effective as of the Closing, of the directors and officers of IM Business Entities identified by the Purchaser within fifteen (15) Business Days following the date hereof from such directorships or offices; and (xi) Seller shall deliver to the Purchaser the deliverables set forth in Section 6.01(e)of this Agreement.

Closing Deliveries. (a) At the Closing, the Purchaser Veracyte shall deliver, or cause to be delivered, to the Seller (or one or more Seller Entities designated by the Seller) NanoString the following:: - (i) paymentthe Cash Consideration, by wire transfer(s) of immediately available funds to one or more bank accounts designated in writing by the Seller NanoString (such designation to be made by the Seller NanoString at least five two (52) Business Days business days prior to the Closing Date), in immediately available Dollars an amount equal to either (A) if the Estimated Adjustment Amount is zero or positive, the sum of the Base Purchase Price plus the Estimated Adjustment Amount, or (B) if the Estimated Adjustment Amount is negative, the Base Purchase Price minus the absolute value of the Estimated Adjustment Amount (the amount set forth in clause (A) or (B) as applicable, the “Closing Purchase Price”); (ii) irrevocable instructions to Veracyte’s transfer agent instructing it to issue a stock certificate (or book entry entitlement) representing the certificates to be delivered pursuant to Section 6.03Equity Consideration in the name of NanoString; (iii) a counterpart evidence reasonably satisfactory to NanoString that the Equity Consideration has been authorized for listing (subject to notice of issuance) on the Transition Services Agreement attached as Exhibit A hereto (the “Transition Services Agreement”), duly executed by Parent and the PurchaserNasdaq Global Market; (iv) the Service and Supply Agreements and Transition Services Agreement, duly executed by Veracyte and any of Veracyte’s Subsidiaries named as a counterpart of party thereto; (v) the General Assignments Assignment and Bills Assumption Agreement and ▇▇▇▇ of Sale for the Purchased Assets, by and between the Seller Assets and the PurchaserAssumed Liabilities, in substantially the form attached as Exhibit B C hereto (the “General Assignment Agreement and ▇▇▇▇ of Sale”), duly executed by Parent Veracyte and any of Veracyte’s Subsidiaries named as a party thereto; and (vi) to the Purchaserextent applicable, and with respect to jurisdictions outside the United States in which the Purchased Assets, Assumed Liabilities, Excluded Assets or Retained Assumed Liabilities are located, such bills counterparts of each asset purchase agreement, ▇▇▇▇ of sale, stock powers, certificates certificate of title, deedsdeed, assignments and assignment or other agreements agreement or instruments instrument of transfer (in a form that is consistent with the terms and conditions of this Agreement, the Assignment Agreement and ▇▇▇▇ of Sale and otherwise customary in such jurisdictionsjurisdiction) as the Parties mutually and to the extent reasonably agree are reasonably necessary or appropriate to effect the sale and transfer of the Purchased Assets or Excluded Assets or the assumption of the Assumed Liabilities or Retained Liabilities pursuant to this Agreement (collectively, the “Foreign Closing Documents”), in each case duly executed by Parent and the Purchaser, to the extent applicable; (v) a counterpart of the Cincinnati Lease, attached as Exhibit C hereto, evidencing the five (5)-year lease to the Purchaser of certain office space in Cincinnati, Ohio (the “Cincinnati Lease”)case, duly executed by Parent and the Purchaser; (vi) a counterpart Veracyte or any of the Orlando Sublease attached as Exhibit D hereto, evidencing the five (5)-year sublease to the Purchaser of certain office space in Orlando, Florida (the “Orlando Sublease”), duly executed by Parent and the Purchaser; (vii) a counterpart of the Master Commercial Agreement attached as Exhibit E hereto, pursuant to which certain Seller Entities will provide to the IM Business Entities certain commercial services for a period of two (2) years (the “Master Commercial Agreement”), duly executed by the Purchaser and each Affiliate of the Purchaser Veracyte’s Subsidiaries named as a party thereto; (viii) a counterpart of the Intellectual Property Cross-License Agreement attached as Exhibit F hereto (the “IP License Agreement”), duly executed by Parent and the Purchaser; and (ix) a counterpart of the side letter regarding certain acknowledgments and reporting obligations attached as Exhibit G hereto (the “Reporting Letter”), duly excuted by Parent and the Purchaser. (b) At the Closing, the Seller NanoString shall deliver, or cause to be delivered, to the Purchaser Veracyte the following: (i) certificates evidencing the Purchased Shares to the extent that the Purchased Shares are in certificate form (Service and if not in certificate formSupply Agreements and Transition Services Agreement, such other appropriate instruments of transfer), duly endorsed in blank or with stock powers duly executed in proper form for transfer, and (without prejudice to Section 5.02(d)) with any required stock transfer stamps affixed thereto, in each case duly executed by the Seller or other Seller Entity, NanoString and each Subsidiary of NanoString named as applicablea party thereto; (ii) a counterpart of the General Assignment Agreement and ▇▇▇▇ of Sale Sale, duly executed by NanoString and each Subsidiary of NanoString named as a party thereto; - (iii) evidence satisfactory to Veracyte of (A) the Seller novation or consent to assignment of any Person whose novation or consent to assignment, as the case may be, may be required in connection with the Transactions or any other transaction contemplated by this Agreement under the contracts listed or described on Schedule 2.8(b)(iii)(A) hereto, (B) the termination of each of the contracts of NanoString listed or described on Schedule 2.8(b)(iii)(B) hereto, and (C) the amendment of each of the contracts of NanoString listed or described on Schedule 2.8(b)(iii)(C) hereto in the manner described on such Schedule with respect to each such contract; (iv) evidence reasonably satisfactory to Veracyte that all Liens on the Purchased Assets set forth on Schedule 2.8(b)(iv) shall have been released prior to or shall be released simultaneously with the Closing; (v) to the extent applicable, counterparts of the Foreign Closing Documents, in each case duly executed by the Seller NanoString or other Seller Entity, to the extent applicable; (iii) the certificates to be delivered pursuant to Section 6.02; (iv) a counterpart each Subsidiary of the Transition Services Agreement duly executed by each Seller Entity NanoString named as a party thereto; (v) a counterpart of the Cincinnati Lease, duly executed by each Seller Entity named as a party thereto;; and (vi) (A) from NanoString and each Subsidiary of NanoString that sells, transfers or assigns (or is treated as selling, transferring or assigning, for U.S. federal income tax purposes) any Purchased Assets or Assumed Liabilities and that is a counterpart “United States person” (as such term is defined in Section 7701(a)(30) of the Orlando SubleaseCode), a duly executed by each Seller Entity named as a party thereto; (vii) a counterpart certificate of non-foreign status, substantially in the form of the Master Commercial Agreement, duly executed by each Seller Entity named as a party thereto; (viii) a counterpart of the IP License Agreement, duly executed by the Seller; (ix) a counterpart of the Side Letter, duly executed by the Seller; (x) resignations or instruments effecting the removal, effective as of the Closing, of the directors and officers of IM Business Entities identified by the Purchaser within fifteen (15) Business Days following the date hereof from such directorships or offices; and (xi) Seller shall deliver to the Purchaser the deliverables sample certification set forth in Treasury Regulations Section 6.01(e)of this Agreement1.1445-2(b)(2)(iv)(B) and (B) from each Subsidiary of NanoString that sells, transfers or assigns (or is treated as selling, transferring or assigning, for U.S. federal income tax purposes) any Purchased Assets or Assumed Liabilities and that is not a “United States person” (as such term is defined in Section 7701(a)(30) of the Code), a duly executed certificate to the effect that no such asset is a “United States real property interest.”

Closing Deliveries. (a) At the Closing, the Purchaser following shall deliveroccur: (a) the Subscriber shall deliver or cause to be delivered a fully completed, executed and dated Subscription Agreement and shall pay, or cause to be deliveredpaid, the aggregate Purchase Price to the Company by wire transfer of immediately available funds in RMB or such other currency as mutually agreed in writing by the Parties, to the Seller (or one or more Seller Entities designated by the Seller) the following: (i) payment, by wire transfer(s) to one or more such bank accounts account as designated in writing by the Seller (such designation to be made by the Seller at least five (5) Business Days prior to Company on the Closing Date), in immediately available Dollars an amount equal to either (A) if the Estimated Adjustment Amount is zero or positive, the sum of the Base Purchase Price plus the Estimated Adjustment Amount, or (B) if the Estimated Adjustment Amount is negative, the Base Purchase Price minus the absolute value of the Estimated Adjustment Amount (the amount set forth in clause (A) or (B) as applicable, the “Closing Purchase Price”); (ii) the certificates to be delivered pursuant to Section 6.03; (iii) a counterpart of the Transition Services Agreement attached as Exhibit A hereto (the “Transition Services Agreement”), duly executed by Parent and the Purchaser; (iv) a counterpart of the General Assignments and Bills of Sale for the Purchased Assets, by and between the Seller and the Purchaser, attached as Exhibit B hereto (the “General Assignment and ▇▇▇▇ of Sale”), duly executed by Parent and the Purchaser, and with respect to jurisdictions outside the United States in which the Purchased Assets, Assumed Liabilities, Excluded Assets or Retained Liabilities are located, such bills of sale, stock powers, certificates of title, deeds, assignments and other agreements or instruments of transfer (in a form that is consistent with the terms and conditions of this Agreement, and otherwise customary in such jurisdictions) as and to the extent necessary to effect the transfer of the Purchased Assets or Excluded Assets or the assumption of the Assumed Liabilities or Retained Liabilities pursuant to this Agreement (the “Foreign Closing Documents”), in each case duly executed by Parent and the Purchaser, to the extent applicable; (v) a counterpart of the Cincinnati Lease, attached as Exhibit C hereto, evidencing the five (5)-year lease to the Purchaser of certain office space in Cincinnati, Ohio (the “Cincinnati Lease”), duly executed by Parent and the Purchaser; (vi) a counterpart of the Orlando Sublease attached as Exhibit D hereto, evidencing the five (5)-year sublease to the Purchaser of certain office space in Orlando, Florida (the “Orlando Sublease”), duly executed by Parent and the Purchaser; (vii) a counterpart of the Master Commercial Agreement attached as Exhibit E hereto, pursuant to which certain Seller Entities will provide to the IM Business Entities certain commercial services for a period of two (2) years (the “Master Commercial Agreement”), duly executed by the Purchaser and each Affiliate of the Purchaser named as a party thereto; (viii) a counterpart of the Intellectual Property Cross-License Agreement attached as Exhibit F hereto (the “IP License Agreement”), duly executed by Parent and the Purchaser; and (ix) a counterpart of the side letter regarding certain acknowledgments and reporting obligations attached as Exhibit G hereto (the “Reporting Letter”), duly excuted by Parent and the Purchaser. (b) At the Closing, the Seller shall deliver, or cause to be delivered, to the Purchaser the following: (i) certificates evidencing the Purchased Shares to the extent that the Purchased Shares are in certificate form (and if not in certificate form, such other appropriate instruments of transfer), duly endorsed in blank or with stock powers duly executed in proper form for transfer, and (without prejudice to Section 5.02(d)) with any required stock transfer stamps affixed thereto, in each case duly executed by the Seller or other Seller Entity, as applicable; (ii) a counterpart of the General Assignment and ▇▇▇▇ of Sale duly executed by the Seller and the Foreign Closing Documents, in each case duly executed by the Seller or other Seller Entity, to the extent applicable; (iii) the certificates to be delivered pursuant to Section 6.02; (iv) a counterpart of the Transition Services Agreement duly executed by each Seller Entity named as a party thereto; (v) a counterpart of the Cincinnati Lease, duly executed by each Seller Entity named as a party thereto; (vi) a counterpart of the Orlando Sublease, duly executed by each Seller Entity named as a party thereto; (vii) a counterpart of the Master Commercial Agreement, duly executed by each Seller Entity named as a party thereto; (viii) a counterpart of the IP License Agreement, duly executed by the Seller; (ix) a counterpart of the Side Letter, duly executed by the Seller; (x) resignations or instruments effecting the removal, effective as of the Closing, of the directors and officers of IM Business Entities identified by the Purchaser within fifteen (15) Business Days following the date hereof from such directorships or offices; and (xi) Seller Company shall deliver to the Purchaser Subscriber the deliverables set forth Subscription Shares in Section 6.01(e)of this Agreementbook entry form upon the clearing of transfer of the aggregate Purchase Price; (c) The Subscriber acknowledges and understands that (a) the Subscription Shares have not been registered under the Securities Act, or applicable U.S. state securities laws, (b) that the Subscription Shares are deemed to be “restricted securities” under the Securities Act and applicable U.S. state securities laws and (c) the purchase of the Subscription Shares is taking place in a transaction not involving a public offering or U.S. Persons. Furthermore, the Subscriber is aware and understands that any resale inconsistent with the Securities Act may create liability on the Subscriber’s part and/or the part of the Company, and agrees not to assign, sell, pledge, transfer or otherwise dispose of or transfer any such Subscription Shares, unless registered under the Securities Act and applicable U.S. state securities laws, or an opinion is given by counsel satisfactory to the Company that such registration is not required. The Company will issue the Subscription Shares purchased by the Subscriber in the name of the Subscriber and in such denominations to be specified by the Subscriber prior to the Closing. The Subscription Shares will bear the following legend (the “Legend”), and appropriate “stop transfer” instructions: “THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSIONER OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.” “THESE SECURITIES ARE BEING OFFERED TO INVESTORS WHO ARE NOT U.S. PERSONS (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT AND WITHOUT REGISTRATION WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT IN RELIANCE UPON REGULATION S PROMULGATED UNDER THE SECURITIES ACT. TRANSFER OF THESE SECURITIES IS PROHIBITED, EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S PROMULGATED UNDER THE SECURITIES ACT, PURSUANT TO REGISTRATION UNDER THE SECURITIES ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION. HEDGING TRANSACTIONS MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT.”

Closing Deliveries. On the Closing Date, (a) At the Closing, the Purchaser shall deliver, or cause to be delivered, to the Seller (or one or more Seller Entities designated by the Seller) the followingTransferor shall: (i) paymentfor each Property (other than the Ground Lease Parcel) execute and deliver to Transferee a bargain and sale deed with covenant against grantor's acts conveying Transferor's interest in the Properties free and clear of all liens, by wire transfer(s) to one or more bank accounts designated in writing by easements, encumbrances, restrictions and other exceptions, other than the Seller (such designation to be made by the Seller at least five (5) Business Days prior to the Closing Date)Permitted Exceptions, in immediately available Dollars an amount equal to either (A) if the Estimated Adjustment Amount is zero or positive, the sum of the Base Purchase Price plus the Estimated Adjustment Amount, or (B) if the Estimated Adjustment Amount is negative, the Base Purchase Price minus the absolute value of the Estimated Adjustment Amount form attached hereto as Exhibit A (the amount set forth in clause (A) or (B) as applicable, the “Closing Purchase Price”"Deed"); (ii) for the certificates Ground Lease Parcel, execute and deliver to be delivered pursuant to Section 6.03Transferee an assignment (the "Ground Lease Assignment and Assumption") in the form attached hereto as Exhibit A-1, which assigns the lessee's interest in the leasehold estate created by the Ground Lease; (iii) for each Property, execute and deliver to Transferee a counterpart bill of sale covering the Transition Services Agreement Personal Property in the form attached ▇▇▇▇to as Exhibit A hereto (the “Transition Services Agreement”), duly executed by Parent and the PurchaserB; (iv) a counterpart for each Property, execute and deliver to Transferee an assignment (the "Assignment and Assumption of Leases") of all Leases and security deposits which shall be in recordable form and in the General Assignments and Bills of Sale for the Purchased Assets, by and between the Seller and the Purchaser, form attached hereto as Exhibit B hereto (the “General Assignment and ▇▇▇▇ of Sale”), duly executed by Parent and the Purchaser, and with respect to jurisdictions outside the United States in which the Purchased Assets, Assumed Liabilities, Excluded Assets or Retained Liabilities are located, such bills of sale, stock powers, certificates of title, deeds, assignments and other agreements or instruments of transfer (in a form that is consistent with the terms and conditions of this Agreement, and otherwise customary in such jurisdictions) as and to the extent necessary to effect the transfer of the Purchased Assets or Excluded Assets or the assumption of the Assumed Liabilities or Retained Liabilities pursuant to this Agreement (the “Foreign Closing Documents”), in each case duly executed by Parent and the Purchaser, to the extent applicableC; (v) a counterpart for each Property, execute and deliver to Transferee an assignment (the "Assignment and Assumption of Contracts") of all Contracts, Licenses and Permits, General Intangibles, warranties and guaranties affecting such Property, in the Cincinnati Lease, form attached hereto as Exhibit C hereto, evidencing the five (5)-year lease to the Purchaser of certain office space in Cincinnati, Ohio (the “Cincinnati Lease”), duly executed by Parent and the PurchaserD; (vi) a counterpart of deliver to Transferee the Orlando Sublease attached as Exhibit D heretosecurity deposits then held by Transferor, evidencing the five (5)-year sublease its agents or any Affiliate pursuant to the Purchaser Leases, and to the extent that any security deposit made under a Lease is in the form of certain office space in Orlandoa letter of credit, Florida deliver such assignments and other instruments as Transferee may reasonably require to transfer such letter of credit to Transferee or, if Transferee so requires, to Transferee's mortgage lender on the applicable Property (together with reasonably satisfactory confirmation from the “Orlando Sublease”issuer thereof that Transferee (or such lender) is the valid holder thereof), duly executed by Parent and the Purchaser; (vii) execute and deliver to Transferee a counterpart of nonforeign affidavit in the Master Commercial Agreement form attached hereto as Exhibit E hereto, pursuant to which certain Seller Entities will provide to the IM Business Entities certain commercial services for a period of two (2) years (the “Master Commercial Agreement”), duly executed by the Purchaser and each Affiliate of the Purchaser named as a party theretoE; (viii) execute and deliver to Transferee a counterpart letter addressed to each tenant, licensee or occupant under any Lease ("Tenant") advising the Tenant of the Intellectual transfer of the Property Crossand assignment of its Lease in the form attached hereto as Exhibit F; (ix) execute and deliver to Transferee a letter addressed to each vendor under any Contract being assumed by Transferee hereunder advising the vendor of the transfer of the Property and assignment and assumption of its Contract in the form attached hereto as Exhibit F-1; (x) deliver to Transferee the original executed estoppel certificates obtained by Transferor pursuant to Section 5.6; (xi) execute and deliver to Transferee the Proration Agreement; (xii) deliver to Transferee or Transferee's property manager signed originals or, if unavailable, copies, of all Leases; (xiii) deliver to Transferee or Transferee's property manager signed originals or, if unavailable, copies, of all Contracts and Licenses and Permits being assigned to Transferee; (xiv) deliver to Transferee a signed original of each Ground Lease, or, if unavailable, a copy thereof; (xv) deliver to Transferee or Transferee's property manager for all Improvements copies of all warranties, guaranties, service manuals and other documentation in the possession or control of Transferor, its agents or any Affiliate pertaining to building systems and equipment; (xvi) deliver to Transferee or Transferee's property manager for all Improvements all keys and combinations to locks that are in the possession or control of Transferor, its agents or any Affiliate; (xvii) deliver to Transferee or Transferee's property manager for all Improvements copies of all plans and specifications that are in the possession or control of Transferor or any Affiliate; (xviii) file the 1099-License S Form required by the Internal Revenue Service and deliver a copy thereof to Transferee; (xix) deliver to Title Insurer such customary affidavit or indemnity as is reasonably required for the Title Insurer to omit from its title report those exceptions required to be omitted in order to convey title to the Properties as required hereby; (xx) deliver to Title Insurer such corporate resolutions or other appropriate documentation reasonably required by Title Insurer regarding the authorization of Transferor to transfer the Properties to Transferee and the authority and incumbency of the person or persons executing this Agreement; (xxi) to the extent Transferor is obligated under the terms of this Agreement, deliver to Title Insurer such unconditional releases, satisfactions or other instruments as may be required by Law to discharge any mortgages or other security interests of record (other than the Existing Mortgages); (xxii) deliver to Transferee the Transferor Representation and Warranty Update; (xxiii) deliver to Transferee or Transferee's property manager (with Transferor having the right to retain copies thereof) all of the Books and Records; (xxiv) execute and deliver to Transferee such documents as Transferee may reasonably require to evidence the assignment of the Systems; (xxv) execute and deliver to Transferee an assignment and assumption of the Existing Unsecured Debt (the "Assignment and Assumption of Existing Debt") in form reasonably acceptable to Transferee and Transferor (it being intended that the holder of the Existing Unsecured Debt shall be a third party beneficiary to the Assignment and Assumption of Existing Debt and shall be entitled to proceed thereunder directly against Transferee) whereby Transferee will assume the Existing Unsecured Debt and will, immediately after such assumption, repay the Existing Unsecured Debt; (xxvi) unless previously executed, execute and deliver to each member of Transferee, except Scott Rechler, a Transition Agreement (collectively, the "Transi▇▇▇▇ ▇▇▇▇▇▇▇▇▇s") in the form attached as Exhibit F hereto O; (xxvii) intentionally omitted; (xxviii) unless previously executed, execute and deliver to Scott Rechler the Employment Agreement Amendment (the “IP "SR Amendment") ▇▇ ▇▇▇ ▇▇▇m attached as Exhibit Q; (xxix) execute and deliver to Transferee the License Agreement (the "License Agreement”)") in the form attached as Exhibit R; (xxx) execute and deliver to Transferee an agreement (the "Surrender Agreement") reasonably acceptable to Transferee and Transferor providing for the surrender by Transferor of the entire first floor portion of the space leased by ROP at 225 Broadhollow Road consisting of 16,931 rentable square feet, duly executed t▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇ ROP of all furniture, fixtures and equipment located in such surrendered premises and providing for the equitable adjustment of the terms of the lease for the remainder of the space so leased by Parent ROP, but for no additional consideration other than the Option Modification Agreement; (xxxi) execute and deliver to Transferee an agreement providing for the Purchasertermination of ROP's option to acquire 593 Acorn in consideration of payment to ROP by Transferee at Closing of $872,000.00 (the "Acorn Option Termination Agreement") in the form attached as Exhibit T; (xxxii) execute and deliver to Transferee an agreement providing for the extension of ROP's option on 225 Broadhollow Road (the "Option Modification Agreement") in the fo▇▇ ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇it U; (xxxiii) execute and deliver to Transferee an agreement providing for Transferee to have a right of first refusal with respect to certain parcels of vacant land (the "ROFR Agreement") in the form attached as Exhibit V; (xxxiv) execute and deliver to Transferee the Stock Loan Assignment and Assumption Agreement (the "Stock Loan Agreement") in the form attached hereto as Exhibit W; (xxxv) execute and deliver to Transferee an Artwork License Agreement (the "Artwork License Agreement") reasonably acceptable to Transferor and Transferee providing that any artwork belonging to any direct or indirect members of Transferee present in any property of Transferor or its affiliates after the Closing shall, in return for Transferor's payment of $1.00 to Transferee, remain in place until August 15, 2004 and shall be removed by Transferee within 60 days of such date, and that until the removal of such artwork, Transferor shall be responsible for maintaining, insuring and securing such artwork; (xxxvi) execute and deliver to Transferee an environmental indemnity with respect to 32 Windsor Road in the form attached hereto as Exhibit P; and (ixxxxvii) a counterpart execute and deliver to Transferee an agreement providing for the termination of the side letter regarding certain acknowledgments ROP's options to acquire Gateway, Huntington and reporting obligations attached as Exhibit G hereto Willets (the “Reporting Letter”)"Option Termination Agreements") in the same form as the Acorn Option Termination Agreement, duly excuted by Parent and except that the Purchaseraggregate consideration payable to Transferor for all such terminations shall be $100,000.00. (b) At the Closing, the Seller shall deliver, or cause to be delivered, to the Purchaser the followingTransferee shall: (i) certificates deliver to Transferor an instrument reasonably satisfactory to Transferor evidencing and confirming the Purchased Shares to surrender of the extent that the Purchased Shares are in certificate form (and if not in certificate form, such other appropriate instruments of transfer), duly endorsed in blank or with stock powers duly executed in proper form for transfer, and (without prejudice to Section 5.02(d)) with any required stock transfer stamps affixed thereto, in each case duly executed by the Seller or other Seller Entity, as applicablePartnership Interests; (ii) a counterpart of execute and deliver to Transferor the General Ground Lease Assignment and ▇▇▇▇ of Sale duly executed by the Seller and the Foreign Closing Documents, in each case duly executed by the Seller or other Seller Entity, to the extent applicableAssumption; (iii) execute and deliver to Transferor the certificates to be delivered pursuant to Section 6.02Assignment and Assumption of Leases; (iv) a counterpart of execute and deliver to Transferor the Transition Services Agreement duly executed by each Seller Entity named as a party theretoProration Agreement; (v) a counterpart execute and deliver to Transferor the Assignment and Assumption of the Cincinnati Lease, duly executed by each Seller Entity named as a party theretoContracts; (vi) a counterpart execute and deliver to Transferor the Assignment and Assumption of the Orlando Sublease, duly executed by each Seller Entity named as a party theretoExisting Debt; (vii) a counterpart of deliver to Transferor the Master Commercial Agreement, duly executed by each Seller Entity named as a party theretoTransferee Representation and Warranty Update; (viii) a counterpart unless previously executed, cause the Transition Agreements to be executed and delivered by its respective member of the IP License Agreement, duly executed by the SellerTransferee; (ix) a counterpart of the Side Letter, duly executed by the Selleromitted; (x) resignations or instruments effecting the removalunless previously executed, effective as of the Closing, of the directors cause Scott Rechler to execute and officers of IM Business Entities identified by the Purchaser within fifteen (15) Business Days following the date hereof from such directorships or offices; and (xi) Seller shall deliver to Transferor the Purchaser the deliverables set forth in Section 6.01(e)of this Agreement.SR Amendment;

Closing Deliveries. (a) At the Closing, the Purchaser shall deliver, or cause to be delivered, to the Seller (or one or more Seller Entities designated by the Seller) the following: (i) payment, by wire transfer(s) to one or more bank accounts designated in writing by the Seller (such designation to be made by the Seller at least five (5) Business Days prior to the Closing Date), in immediately available Dollars an amount equal to either (A) if the Estimated Adjustment Amount is zero or positive, the sum of the Base Purchase Price plus the Estimated Adjustment Amount, or (B) if the Estimated Adjustment Amount is negative, the Base Purchase Price minus the absolute value of the Estimated Adjustment Amount (the amount set forth in clause (A) or (B) as applicable, the “Closing Purchase Price”); (ii) the certificates to be delivered pursuant to Section 6.03; (iii) a counterpart of the Transition Services Agreement attached as Exhibit A hereto (the “Transition Services Agreement”), duly executed by Parent and the Purchaser; (iv) a counterpart of the General Assignments and Bills of Sale for the Purchased Assets, by and between the Seller and the Purchaser, attached as Exhibit B hereto (the “General Assignment and ▇▇▇▇ of Sale”), duly executed by Parent and the Purchaser, and with respect to jurisdictions outside the United States in which the Purchased Assets, Assumed Liabilities, Excluded Assets or Retained Liabilities are located, such bills of sale, stock powers, certificates of title, deeds, assignments and other agreements or instruments of transfer (in a form that is consistent with the terms and conditions of this Agreement, and otherwise customary in such jurisdictions) as and to the extent necessary to effect the transfer of the Purchased Assets or Excluded Assets or the assumption of the Assumed Liabilities or Retained Liabilities pursuant to this Agreement (the “Foreign Closing Documents”), in each case duly executed by Parent and the Purchaser, to the extent applicable; (v) a counterpart of the Cincinnati Lease, attached as Exhibit C hereto, evidencing the five (5)-year lease to the Purchaser of certain office space in Cincinnati, Ohio (the “Cincinnati Lease”), duly executed by Parent and the Purchaser; (vi) a counterpart of the Orlando Sublease attached as Exhibit D hereto, evidencing the five (5)-year sublease to the Purchaser of certain office space in Orlando, Florida (the “Orlando Sublease”), duly executed by Parent and the Purchaser; (vii) a counterpart of the Master Commercial Agreement attached as Exhibit E hereto, pursuant to which certain Seller Entities will provide to the IM Business Entities certain commercial services for a period of two (2) years (the “Master Commercial Agreement”), duly executed by the Purchaser and each Affiliate of the Purchaser named as a party thereto; (viii) a counterpart of the Intellectual Property Cross-License Agreement attached as Exhibit F hereto (the “IP License Agreement”), duly executed by Parent and the Purchaser; and (ix) a counterpart of the side letter regarding certain acknowledgments and reporting obligations attached as Exhibit G hereto (the “Reporting Letter”), duly excuted by Parent and the Purchaser. (b) At the Closing, the Seller shall deliver, or cause to be delivered, to the Purchaser Buyer the following: (i) certificates evidencing the Purchased Shares to the extent that the Purchased Shares are in certificate form (an Assignment and if not in certificate form, such other appropriate instruments of transfer), duly endorsed in blank or with stock powers duly executed in proper form for transfer, and (without prejudice to Section 5.02(d)) with any required stock transfer stamps affixed thereto, in each case Conveyance Agreement duly executed by Seller, substantially in the form attached hereto as Exhibit A, whereby Seller shall convey and transfer to Buyer all of Seller’s right, title and interests in and to the Company Interests, subject to the terms contained herein and therein; (ii) an Assignment and Assumption Agreement duly executed by Seller, substantially in the form attached hereto as Exhibit B, which sets forth the terms and conditions under which Seller shall assign and Buyer shall accept and assume the Assumed Liabilities, subject to Permitted Encumbrances; (iii) an SPA and R&W Policy Assignment Agreement duly executed by Seller, substantially in the form attached hereto as Exhibit C, which sets forth the terms and conditions under which Seller shall assign and Buyer shall accept Seller’s rights under each of the Purchase Agreements and Seller’s rights and obligations under the R&W Policy with respect to each of the Purchase Agreements; (iv) a letter agreement duly executed by Seller relating to certain delivery requirements under each Company’s Governing Instruments, substantially in the form attached hereto as Exhibit D1, Exhibit D2 or other Seller EntityExhibit D3, as applicable; (iiv) a counterpart properly executed statement from Seller (or the appropriate parent Affiliate, if Seller is disregarded as an entity separate from its parent for federal income tax purposes on the Closing Date), dated as of the General Assignment and ▇▇▇▇ Closing Date, in the form reasonably acceptable to Buyer that meets the requirements of Sale Section 1.1445-2(b)(2) promulgated under the Code; (vi) a certificate duly executed by the Secretary or an Assistant Secretary of Seller, dated as of the Closing Date, in customary form, attesting to the resolutions of the board of managers, board of directors or similar governing body of Seller authorizing the execution and delivery of this Agreement and the Foreign Operative Documents to which the Seller is a party and the consummation of the transactions contemplated hereby and thereby, and certifying that such resolutions were duly adopted and have not been rescinded or amended as of the Closing DocumentsDate; and (vii) such other instruments and agreements as the Parties may mutually agree are necessary or appropriate to consummate the transactions contemplated in this Agreement. (b) At the Closing, Buyer shall deliver, or cause to be delivered, to Seller the following: (i) payment of the Purchase Price in each case accordance with Section 2.2; (ii) an Assignment and Conveyance Agreement duly executed by Buyer, substantially in the form attached hereto as Exhibit A whereby Seller or other Seller Entityshall convey and transfer to Buyer all of Seller’s right, title and interests in and to the extent applicableCompany Interests, subject to the terms contained herein and therein; (iii) an Assignment and Assumption Agreement duly executed by Buyer, substantially in the certificates form attached hereto as Exhibit B, which sets forth the terms and conditions under which Seller shall assign and Buyer shall accept and assume the Assumed Liabilities, subject to be delivered pursuant to Section 6.02Permitted Encumbrances; (iv) a counterpart of the Transition Services an SPA and R&W Policy Assignment Agreement duly executed by Buyer, substantially in the form attached hereto as Exhibit C, which sets forth the terms and conditions under which Seller shall assign and Buyer shall accept Seller’s rights under each Seller Entity named as a party theretoof the Purchase Agreements and Seller’s rights and obligations under the R&W Policy with respect to each of the Purchase Agreements; (v) a counterpart of the Cincinnati Lease, letter agreement duly executed by Buyer relating to certain delivery requirements under each Seller Entity named Company’s Governing Instruments, substantially in the form attached hereto as a party theretoExhibit D1, Exhibit D2 or Exhibit D3, as applicable; (vi) a counterpart of the Orlando Sublease, certificate duly executed by each Seller Entity named the Secretary or an Assistant Secretary of Buyer, dated as of the Closing Date, in customary form, attesting to the resolutions of (i) the Conflicts Committee approving the transactions contemplated by this Agreement and the Operative Documents and (ii) the Buyer Parent GP Board authorizing the execution and delivery of this Agreement and the Operative Documents to which the Buyer is a party thereto;and the consummation of the transactions contemplated hereby and thereby, and certifying that such resolutions were duly adopted and have not been rescinded or amended as of the Closing Date; and (vii) a counterpart of such other instruments and agreements as the Master Commercial Agreement, duly executed by each Seller Entity named as a party thereto; (viii) a counterpart of Parties may mutually agree are necessary or appropriate to consummate the IP License Agreement, duly executed by the Seller; (ix) a counterpart of the Side Letter, duly executed by the Seller; (x) resignations or instruments effecting the removal, effective as of the Closing, of the directors and officers of IM Business Entities identified by the Purchaser within fifteen (15) Business Days following the date hereof from such directorships or offices; and (xi) Seller shall deliver to the Purchaser the deliverables set forth transactions contemplated in Section 6.01(e)of this Agreement.

Closing Deliveries. (a) A. At the Closing, Seller shall deliver to Purchaser or shall cause the Purchaser shall appropriate affiliate of Seller, including without limitation ILM II and Lease Corporation (as defined below), with an interest in the Assets to deliver, or cause to be deliveredexecuted and acknowledged, to the Seller (or one or more Seller Entities designated by the Seller) the followingas applicable: (i) paymentA Special Warranty Deed (or local equivalent in each relevant State) for each Real Property, by wire transfer(s) reasonably acceptable to one or more bank accounts designated in writing by the Seller (such designation to be made by the Seller at least five (5) Business Days prior to the Closing Date), in immediately available Dollars an amount equal to either (A) if the Estimated Adjustment Amount is zero or positive, the sum of the Base Purchase Price plus the Estimated Adjustment Amount, or (B) if the Estimated Adjustment Amount is negative, the Base Purchase Price minus the absolute value of the Estimated Adjustment Amount (the amount set forth in clause (A) or (B) as applicable, the “Closing Purchase Price”)Purchaser; (ii) A general bill of sale for the certificates Personal Property, reasonably acceptable ▇▇ ▇urchaser, conveying, as more particularly set forth therein, to be delivered pursuant Purchaser all of Seller's right, title and interest in and to Section 6.03the Personal Property; (iii) a counterpart Security deposits deposited under the Resident Agreements and the Leases (if any, together with accrued interest thereon) by, at Purchaser's option, (a) payment of the Transition Services Agreement attached as Exhibit A hereto aggregate amount thereof to Purchaser, or (b) a credit to Purchaser against the “Transition Services Agreement”), duly executed by Parent and the PurchaserPurchase Price; (iv) a counterpart A certification of nonforeign status, in form required by Section 1445 of the General Assignments and Bills Internal Revenue Code of Sale for 1986, as amended, (the Purchased Assets, by and between the Seller "Code") and the Purchaser, attached as Exhibit B hereto (the “General Assignment and ▇▇▇▇ of Sale”), duly executed by Parent and the Purchaser, and with respect to jurisdictions outside the United States in which the Purchased Assets, Assumed Liabilities, Excluded Assets or Retained Liabilities are located, such bills of sale, stock powers, certificates of title, deeds, assignments and other agreements or instruments of transfer (in a form that is consistent with the terms and conditions of this Agreement, and otherwise customary in such jurisdictions) as and to the extent necessary to effect the transfer of the Purchased Assets or Excluded Assets or the assumption of the Assumed Liabilities or Retained Liabilities pursuant to this Agreement (the “Foreign Closing Documents”), in each case duly executed by Parent and the Purchaser, to the extent applicableregulations issued thereunder; (v) a counterpart Notice of the Cincinnati Lease, attached as Exhibit C hereto, evidencing the five Cancellation of Facilities Lease Agreement to ILM II Lease Corporation (5)-year lease "Lease Corporation") and termination of any management and leasing agreements relating to the Purchaser of certain office space in Cincinnati, Ohio (the “Cincinnati Lease”), duly executed by Parent and the PurchaserAssets; (vi) a counterpart Evidence of authority, good standing and due authorization of ILM II and Seller to entering into the within transaction and to perform all of its obligations hereunder, including, without limitation, the execution and delivery of all of the Orlando Sublease attached closing documents required by this Agreement, and setting forth such additional facts, if any, as Exhibit D heretomay be needed to show that the transaction is duly authorized and is in conformity with ILM II's and Seller's organizational documents and applicable laws and to enable the Title Company to omit all exceptions and satisfy all requirements regarding Seller's standing, evidencing the five (5)-year sublease to the Purchaser of certain office space in Orlando, Florida (the “Orlando Sublease”), duly executed by Parent authority and the Purchaserauthorization; (vii) a counterpart If required by the Title Company in order for the Title Company to issue the Title Policy to Purchaser with no exception for matters regarding Seller's authority to sell the Assets, the legal opinion of the Master Commercial Agreement attached as Exhibit E heretoGreenberg Traurig, pursuant to which certain Seller Entities will provide LLP in form and substance acceptable to the IM Business Entities certain commercial services for a period of two (2) years Title ▇▇m▇▇▇▇ ▇▇r such purpose (the “Master Commercial Agreement”"Authority Opinion"), duly executed by the Purchaser and each Affiliate of the Purchaser named as a party thereto; (viii) Notice letter to Residents reasonably acceptable to Purchaser (the "Residents Notification Letter"); (ix) such title affidavits and indemnities required by the Title Company to enable the Title Company to issue the Title Policies as required hereby; (x) a counterpart General Assignment and Assumption Agreement in form reasonably acceptable to Purchaser, assigning to Purchaser Seller's right, title and interest in and to the Surviving Contracts (as hereinafter defined), Intangible Property, the Claims, the Permits, and the Files and Records; (xi) an Assignment of Leases in form reasonably acceptable to Purchaser, assigning to Purchaser Seller's right, title and interest in and to all of the Intellectual Leases; (xii) an Assignment of Resident Agreements in form reasonably acceptable to Purchaser, assigning to Purchaser Seller's and Lease Corporation's right, title and interest in and to all of the Resident Agreements; (xiii) any required real estate transfer tax declaration or similar documents required in connection with any tax imposed by any governmental authority in connection with the transaction contemplated hereunder; (xiv) a termination of the Master Lease between Seller and Lease Corporation, dated September 1, 1995, in form reasonably acceptable to Purchaser; (xv) all originals (or copies if originals are not available) of the Leases, Resident Agreements, Contracts, Permits, keys and lock combinations with respect to the Real Property Cross-License Agreement attached as Exhibit F hereto in the possession of ILM II and Seller; (xvi) a Closing Statement setting forth the “IP License Purchase Price, the amounts of all prorated items and all credits, debits and costs contemplated by this Agreement”), duly executed by Parent and the Purchaser; and (ixxvii) a counterpart such other instruments or documents which by the terms of the side letter regarding certain acknowledgments this Agreement are to be delivered by ILM II and reporting obligations attached as Exhibit G hereto (the “Reporting Letter”), duly excuted by Parent and the PurchaserSeller at Closing. (b) B. At the Closing, the Seller Purchaser shall deliverdeliver to Seller, or cause to be deliveredexecuted and acknowledged, to the Purchaser the followingas applicable: (i) certificates evidencing The balance of the Purchased Shares Purchase Price, less the Deposit (as prorated in accordance with Article 7) and all other amounts payable by Purchaser to Seller at the extent that the Purchased Shares are in certificate form (and if not in certificate form, such other appropriate instruments of transfer), duly endorsed in blank or with stock powers duly executed in proper form for transfer, and (without prejudice Closing pursuant to Section 5.02(d)) with any required stock transfer stamps affixed thereto, in each case duly executed by the Seller or other Seller Entity, as applicablethis Agreement; (ii) a counterpart 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 General Assignment closing documents required by this Agreement, and ▇▇▇▇ of Sale setting forth such additional facts, if any, as may be needed to show that the transaction is duly executed by the Seller authorized and the Foreign Closing Documents, is in each case duly executed by the Seller or other Seller Entity, to the extent applicableconformity with Purchaser's organizational documents and applicable laws; (iii) A receipt for the certificates security deposits paid over or credited to be delivered pursuant to Section 6.02;Purchaser at the Closing; and (iv) a counterpart Such other instruments or documents which by the terms of this Agreement are to be delivered by Purchaser at Closing. C. The acceptance of title to the Transition Services Agreement duly executed Real Property by each Purchaser shall be deemed to be full performance and discharge of any and all obligations on the part of Seller Entity named as a party thereto; (v) a counterpart to be performed pursuant to the provisions of the Cincinnati Lease, duly executed by each Seller Entity named as a party thereto; (vi) a counterpart of the Orlando Sublease, duly executed by each Seller Entity named as a party thereto; (vii) a counterpart of the Master Commercial this Agreement, duly executed by each Seller Entity named except as a party thereto; (viii) a counterpart of the IP License Agreement, duly executed by the Seller; (ix) a counterpart of the Side Letter, duly executed by the Seller; (x) resignations or instruments effecting the removal, effective as of the Closing, of the directors and officers of IM Business Entities identified by the Purchaser within fifteen (15) Business Days following the date hereof from such directorships or offices; and (xi) Seller shall deliver to the Purchaser the deliverables set forth in Section 6.01(e)of this AgreementAgreement including without limitation where such agreements and obligations are specifically stated to survive the Closing.

Closing Deliveries. In addition to any other documents to be delivered or other conditions to be satisfied or obligations to be performed under other provisions of this Agreement, at or prior to Closing: (a) At the Closing, the Purchaser Seller shall deliver, have delivered or cause to be delivered, to the Seller otherwise provided (or one caused to have been delivered or more Seller Entities designated by the Sellerotherwise provided) the followingto Buyer: (i) payment, by wire transfer(s) to one or more bank accounts designated in writing by the Seller (such designation to be made by ▇▇▇▇ of Sale and Assignment and Assumption Agreement for all the Seller at least five (5) Business Days prior to the Closing Date)Acquired Assets and Assumed Liabilities, in immediately available Dollars an amount equal to either (A) if the Estimated Adjustment Amount is zero or positive, the sum of the Base Purchase Price plus the Estimated Adjustment Amount, or (B) if the Estimated Adjustment Amount is negative, the Base Purchase Price minus the absolute value of the Estimated Adjustment Amount (the amount set forth in clause (A) or (B) as applicable, the “Closing Purchase Price”); (ii) the certificates to be delivered pursuant to Section 6.03; (iii) a counterpart of the Transition Services Agreement attached as Exhibit A hereto form and substance agreed upon by Buyer and Seller (the “Transition Services ▇▇▇▇ of Sale and Assignment and Assumption Agreement”), duly executed by Parent Seller; (ii) an assignment of all Intellectual Property Rights and Licensed Rights, if any, and separate assignment of all registered Intellectual Property Rights, if any, in form and substance agreed upon by Buyer and Seller, duly executed by Seller; (iii) for each interest in Leased Real Property either a new lease (the “New Leases”) or a real estate transition services agreement (the “RE Transition Services Agreement”), in each case, in form and substance agreed upon by Buyer and Seller and executed by Seller and the Purchaserrespective Lessors of the Leased Real Property; (iv) a counterpart of customary pay-off letters for all Indebtedness secured by any Encumbrance on the General Assignments and Bills of Sale for the Purchased Acquired Assets, by and between evidencing the Seller and the Purchaser, attached as Exhibit B hereto total pay-off amounts thereof (the “General Assignment Loan Payoff Amount”) and ▇▇▇▇ of Sale”)indicating the release, duly executed by Parent and the Purchaser, and with respect to jurisdictions outside the United States in which the Purchased Assets, Assumed Liabilities, Excluded Assets or Retained Liabilities are located, such bills of sale, stock powers, certificates of title, deeds, assignments and other agreements or instruments of transfer (in a form that is consistent with the terms and conditions of this Agreement, and otherwise customary in such jurisdictions) as and to the extent necessary to effect the transfer upon payment of the Purchased Assets or Excluded Assets or the assumption Loan Payoff Amount, of the Assumed Liabilities or Retained Liabilities pursuant to this Agreement (the “Foreign Closing Documents”), in each case duly executed by Parent and the Purchaser, to the extent applicableall such Encumbrances; (v) a counterpart of the Cincinnati Lease, attached as Exhibit C hereto, evidencing the five (5)-year lease signature page to the Purchaser of certain office space in CincinnatiStockholders Agreement, Ohio (the “Cincinnati Lease”), duly executed by Parent and the PurchaserSeller; (vi) a counterpart of the Orlando Sublease attached as Exhibit D hereto, evidencing the five (5)-year sublease to the Purchaser of certain office space escrow agreement in Orlando, Florida form and substance agreed upon by Buyer and Seller (the “Orlando SubleaseEscrow Agreement”), duly executed by Parent Seller and the PurchaserBuyer; (vii) a counterpart of the Master Commercial Agreement attached as Exhibit E heretocertificate, pursuant to which certain and in the form described in Treasury Regulations Section 1.1445-2(b)(2), certifying that Seller Entities will provide is not a foreign person within the meaning of Code Sections 1445 and 897 (a “FIRPTA Certificate”); provided, that notwithstanding anything to the IM Business Entities certain commercial services contrary in this Agreement, if Buyer does not obtain a FIRPTA Certificate from Seller, Buyer shall be entitled to proceed with the Closing and withhold from the Gross Consideration (and any adjustment thereto) otherwise payable to Seller the appropriate amounts required to be withheld pursuant to Code Section 1445; (viii) a certificate of the Secretary (or equivalent thereof) of Seller certifying, as complete and accurate as of the Closing, attached copies of the Governing Documents of Seller, certifying and attaching all requisite resolutions or actions of Seller’s board of directors and equity holders approving the execution and delivery of this Agreement, the documents delivered hereby, the consummation of the Contemplated Transactions and the change of name contemplated by Section 7.8, and certifying to the incumbency and signatures of the officers of Seller executing this Agreement and any other document relating to the Contemplated Transactions, accompanied by the requisite documents for a period amending the relevant Governing Documents of two Seller required to effect such change of name in form sufficient for filing with the appropriate Governmental Body; (2ix) years (the “Master Commercial Agreement”Consents and Governmental Authorizations set forth in Schedule 2.7(a)(ix), duly executed by the Purchaser applicable Governmental Body or other Third Party; (x) certificates dated as of a date not earlier than ten calendar days prior to the Closing as to the good standing of Seller, executed by the appropriate officials of the state where Seller is organized and each Affiliate jurisdiction in which Seller is licensed or qualified to do business as a foreign corporation or entity as specified in Schedule 3.1(a); (xi) employment agreements in form and substance agreed upon by Buyer and Seller and Owners and executed by ▇▇. ▇▇▇▇▇▇ and ▇▇. ▇▇▇▇▇▇▇▇▇▇▇ respectively (the “Employment Agreements”); (xii) evidence satisfactory to Buyer that Seller has terminated all Current Employees; and (xiii) a certificate, dated the Closing Date and signed by a duly authorized officer of Seller, that each of the Purchaser named conditions set forth in Sections 6.2(a) and (b) have been satisfied. (b) Buyer shall have delivered (or caused to have been delivered): (i) the R&W Policy and the Product Liability Policy, both fully paid for by Buyer; (ii) to Seller, the Cash Purchase Price plus the Estimated Adjustment Amount less the Indemnification Escrow Amount less the Special Escrow Amount less the Policy Expenses less the Loan Payoff Amount by wire transfer to an account or accounts and in such amounts specified by Seller in writing; (iii) to Seller, an aggregate number of Shares equal to the quotient obtained by dividing (A) the Contribution Value by (B) the Share Price; (iv) to Seller, the Escrow Agreement, the ▇▇▇▇ of Sale and Assignment and Assumption Agreement, the New Leases, the RE Transition Services Agreement and the Employment Agreements, each duly executed by Buyer; (v) to the Escrow Agent in accordance with the Escrow Agreement, the Initial Indemnification Escrow Amount and the Special Escrow Amount; (vi) to the Persons specified, and as directed, in the applicable pay-off letters, the Loan Payoff Amount; (vii) to Seller, a party theretocertificate of the Secretary of Buyer certifying, as complete and accurate as of the Closing, attached copies of the Governing Documents of Buyer and certifying and attaching all requisite resolutions or actions of Buyer’s board of directors approving the execution and delivery of this Agreement and the consummation of the Contemplated Transactions and certifying to the incumbency and signatures of the officers of Buyer executing this Agreement and any other document relating to the Contemplated Transactions; (viii) a counterpart certificate dated as of the Intellectual Property Cross-License Agreement attached date not earlier than ten calendar days prior to the Closing as Exhibit F hereto (to the “IP License Agreement”)good standing of Buyer, duly executed certified by Parent and the Purchaser; and (ix) a counterpart appropriate officials of the side letter regarding certain acknowledgments and reporting obligations attached as Exhibit G hereto (the “Reporting Letter”), duly excuted by Parent and the Purchaser. (b) At the Closing, the Seller shall deliver, or cause to be delivered, to the Purchaser the following: (i) certificates evidencing the Purchased Shares to the extent that the Purchased Shares are in certificate form (and if not in certificate form, such other appropriate instruments of transfer), duly endorsed in blank or with stock powers duly executed in proper form for transfer, and (without prejudice to Section 5.02(d)) with any required stock transfer stamps affixed thereto, in each case duly executed by the Seller or other Seller Entity, as applicable; (ii) a counterpart of the General Assignment and ▇▇▇▇ of Sale duly executed by the Seller and the Foreign Closing Documents, in each case duly executed by the Seller or other Seller Entity, to the extent applicable; (iii) the certificates to be delivered pursuant to Section 6.02; (iv) a counterpart of the Transition Services Agreement duly executed by each Seller Entity named as a party thereto; (v) a counterpart of the Cincinnati Lease, duly executed by each Seller Entity named as a party thereto; (vi) a counterpart of the Orlando Sublease, duly executed by each Seller Entity named as a party thereto; (vii) a counterpart of the Master Commercial Agreement, duly executed by each Seller Entity named as a party thereto; (viii) a counterpart of the IP License Agreement, duly executed by the Sellerstate where Buyer is organized; (ix) a counterpart of signature page to the Side LetterStockholders Agreement, duly executed by the SellerBuyer Parent; (x) resignations or instruments effecting to Seller, a certificate, dated the removalClosing Date and signed by a duly authorized officer of Buyer, effective as that each of the Closing, of the directors conditions set forth in Sections 6.1(a) and officers of IM Business Entities identified by the Purchaser within fifteen (15b) Business Days following the date hereof from such directorships or officeshas been satisfied; and (xi) evidence satisfactory to Seller shall deliver that Buyer has hired or extended offers of employment to (on substantially similar terms and conditions as with their employment with Seller) a sufficient number of Seller’s employees so that Seller will not incur liability under the Purchaser Worker Adjustment and Retraining Notification Act of 1988 (“WARN”) as a result of the deliverables set forth in Section 6.01(e)of this AgreementContemplated Transactions.

Closing Deliveries. (a) At the ClosingClosing (or on dates provided herein), the Purchaser Port Deposit shall deliver, or cause to be delivered, to the Seller (or one or more Seller Entities designated by the Seller) Buyer each of the following, each of which shall be in form and content reasonably acceptable to Buyer, Port Deposit, and their respective counsel: (i) payment, by wire transfer(s) to one or more bank accounts designated in writing by the Seller (such designation to be made by the Seller at least five (5) Business Days prior to the Closing Date), in immediately available Dollars an amount equal to either (A) if the Estimated Adjustment Amount is zero or positive, the sum of the Base Purchase Price plus the Estimated Adjustment Amount, or (B) if the Estimated Adjustment Amount is negative, the Base Purchase Price minus the absolute value of the Estimated Adjustment Amount (the amount set forth in clause (A) or (B) as applicable, the “Closing Purchase Price”); (ii) the certificates to be delivered pursuant to Section 6.03; (iii) a counterpart of the Transition Services Agreement attached as Exhibit A hereto (the “Transition Services Agreement”), duly executed by Parent and the Purchaser; (iv) a counterpart of the General Assignments and Bills of Sale for the Purchased Assets, by and between the Seller and the Purchaser, attached as Exhibit B hereto (the “General Assignment and ▇▇▇▇ of Sale respecting the Purchased Assets in AS IS condition (other than fee simple ownership of Owned Real Property) to the Buyer in substantially the form of Exhibit A attached hereto (the “▇▇▇▇ of Sale”) duly executed by Port Deposit; (ii) a Deed for the Owned Real Property in substantially the form of Exhibit B attached hereto (the “Deed”), duly executed by Parent Port Deposit; (iii) an Assignment and the Purchaser, and with respect to jurisdictions outside the United States in which the Purchased Assets, Assumed Liabilities, Excluded Assets or Retained Liabilities are located, such bills of sale, stock powers, certificates of title, deeds, assignments and other agreements or instruments of transfer (in a form that is consistent with the terms and conditions of this Agreement, and otherwise customary in such jurisdictions) as and to the extent necessary to effect the transfer of the Purchased Assets or Excluded Assets or the assumption of Assumption Agreement respecting the Assumed Liabilities or Retained Liabilities pursuant to this Agreement (the “Foreign Closing Documents”), in each case duly executed by Parent and the PurchaserContracts and, to the extent applicable; (v) a counterpart transferable, the Permits and Port Deposit's rights with respect to the Customers and Suppliers and the Easements in substantially the form of the Cincinnati Lease, attached as Exhibit C hereto, evidencing the five (5)-year lease to the Purchaser of certain office space in Cincinnati, Ohio attached hereto (the “Cincinnati Lease”), duly executed by Parent Assignment and the Purchaser; (vi) a counterpart of the Orlando Sublease attached as Exhibit D hereto, evidencing the five (5)-year sublease to the Purchaser of certain office space in Orlando, Florida (the “Orlando Sublease”), duly executed by Parent and the Purchaser; (vii) a counterpart of the Master Commercial Agreement attached as Exhibit E hereto, pursuant to which certain Seller Entities will provide to the IM Business Entities certain commercial services for a period of two (2) years (the “Master Commercial Assumption Agreement”), duly executed by Port Deposit, subject to the Purchaser and each Affiliate retained right of the Purchaser named Town and its assigns to the ongoing use of said Easements for the collection, distribution and provision of waste water services and for the provision of public services, as an easement in common; (iv) all original certificates of title, manufacturer’s statements of origin, bills of sale or other similar title documents for the non-real estate Purchased Assets that are in the possession of Port Deposit, duly endorsed for transfer, provided that if Port Deposit shall be unable to deliver to the Buyer any original certificate of title, manufacturer’s statement of origin, ▇▇▇▇ of sale or other similar title document in respect of any Plant, Property and Equipment included in the Purchased Assets, Port Deposit will deliver a party thereto▇▇▇▇ of sale or similar title document to the Buyer, in form and substance satisfactory to the Buyer in its sole discretion, with respect to each such item of Plant and Equipment or cooperate with the Buyer’s reasonable requests to obtain any replacement certificate of title or similar title document; (v) all Permits listed on Schedule 2.1(f), to the extent transferable; (vi) all Required Consents (as defined below in Section 10.4) to be obtained or made by Port Deposit; (vii) a correct and complete list of the Customers of Port Deposit as of the Closing Date; (viii) a counterpart of the Intellectual Property Cross-License Agreement attached as Exhibit F hereto (the “IP License Agreement”), duly executed certificates and resolutions required by Parent Sections 11.1 and the Purchaser; and11.2; (ix) a counterpart resolution evidencing the approval by the Mayor and Town Council of Port Deposit of the side letter regarding certain acknowledgments execution and reporting obligations attached delivery of this Agreement and the Transaction Documents and the consummation of the transactions contemplated hereby; (x) duly executed payoff statements in respect of the Indebtedness of Port Deposit as Exhibit G hereto of the Closing from all the lenders thereof and other parties holding a Lien of Record (or a Lien identified by Port Deposit or Buyer prior to Closing) in any of the Purchased Assets, all in form and substance reasonably acceptable to the Buyer (the “Reporting LetterPayoff Letters”)) it being understood that the closing agent shall be responsible for remitting such portion of the funds received by the Town at Closing in discharge of any such Liens and that the Buyer shall be responsible for the filing of UCC-3 termination statements, duly excuted by Parent lien releases or such other release and termination instruments following said payment(s) and shall provide copies thereof to the Town. Port Deposit shall provide all authorizations for such filings that are required under Applicable Law. (xi) an Option Agreement for the Booster Station Parcel. (xii) such other documents and instruments as may be reasonably necessary to effect the intent of this Agreement and consummate the transactions contemplated hereby. (xiii) Except for the express representations and warranties set forth herein, the Town hereby specifically disclaims any warranty, guaranty or representation, oral or written, past, present or future, of, as to, or concerning the nature and condition of the Purchased Assets and title thereto, and the Purchaserexistence of any environmental condition with respect thereto, or the compliance of such Purchased Assets with applicable laws, rules or regulations. Artesian MD acknowledges that it has had an opportunity to inspect the Purchased Assets and title thereto and that it is relying on its own investigation thereof. (b) At the Closing, the Seller Buyer shall deliver, or cause to be delivered, to the Purchaser each of the following: (i) certificates evidencing the Purchased Shares to the extent that the Purchased Shares are in certificate form (and if not in certificate form, such other appropriate instruments of transfer), duly endorsed in blank or with stock powers duly executed in proper form for transfer, and (without prejudice to Section 5.02(d)) with any required stock transfer stamps affixed thereto, in each case duly executed by the Seller or other Seller Entity, as applicable; (ii) a counterpart of the General Assignment and ▇▇▇▇ of Sale duly executed by the Seller Buyer; (ii) the Assignment and the Foreign Closing Documents, in each case Assumption Agreement duly executed by the Seller or other Seller Entity, to the extent applicableBuyer; (iii) a second Assignment and Assumption Agreement with respect to the certificates Buyer’s assumption of the MWQFA Obligations (as hereinafter defined), if applicable under Section 7.11 hereof in form and substance satisfactory to be delivered pursuant to Section 6.02Port Deposit and the MWQFA; (iv) a counterpart The Promissory Note (v) The Second Promissory Note, if applicable under Section 7.11 hereof; (iv) The Guaranty of the Transition Services Agreement duly executed by each Seller Entity named as a party theretoGuarantor with respect to the Promissory Note and the Second Promissory Note, if applicable under Section 7.11 hereof; (v) a counterpart Such security or collateral agreements, deeds of trust, assignments, UCCs or other documents as necessary to convey and secure unto Port Deposit interest and rights in and to the Cincinnati Lease, duly executed by each Seller Entity named as a party thereto;collateral supporting the Buyer’s post-closing payment obligations. (vi) a counterpart of the Orlando Sublease, duly executed The certificates required by each Seller Entity named as a party theretoSections 10.1 and 10.2; (vii) a counterpart Certificates signed by the Secretary or Assistant Secretary of the Master Commercial Buyer and Guarantor certifying the truth and correctness of attached copies of the certificate of incorporation and bylaws, and that the board of directors of the Buyer and the Guarantor has approved the execution, delivery of this Agreement, duly executed by the Transaction Documents to which each Seller Entity named as is a party thereto;and the consummation of the transactions contemplated hereby; and (viii) Certificates, dated as of a counterpart date no earlier than three days prior to the Closing Date, duly issued by the applicable Governmental Authority in the State of Delaware, showing that each of the IP License Agreement, duly executed by Buyer and the Seller; (ix) a counterpart of the Side Letter, duly executed by the Seller; (x) resignations or instruments effecting the removal, effective as of the Closing, of the directors Guarantor is in good standing and officers of IM Business Entities identified by the Purchaser within fifteen (15) Business Days following the date hereof from authorized to do business in such directorships or offices; and (xi) Seller shall deliver to the Purchaser the deliverables set forth in Section 6.01(e)of this Agreementjurisdiction.

Closing Deliveries. (a) A. At the each Closing, Seller shall deliver to Purchaser or shall cause the Purchaser shall appropriate affiliate of Seller, including without limitation ILM II and Lease Corporation (as defined below), with an interest in such Property's Assets to deliver, or cause executed and acknowledged, as applicable, the following with respect to be delivered, to the Seller (or one or more Seller Entities designated by the Seller) the followingsuch Property: (i) paymentA Special Warranty Deed (or local equivalent in each relevant State) for each Real Property, by wire transfer(s) reasonably acceptable to one or more bank accounts designated in writing by the Seller (such designation to be made by the Seller at least five (5) Business Days prior Purchaser, conveying title to the Closing Date)Real Property, in immediately available Dollars an amount equal to either (A) if free from all liens and encumbrances other than the Estimated Adjustment Amount is zero or positive, the sum of the Base Purchase Price plus the Estimated Adjustment Amount, or (B) if the Estimated Adjustment Amount is negative, the Base Purchase Price minus the absolute value of the Estimated Adjustment Amount (the amount set forth in clause (A) or (B) as applicable, the “Closing Purchase Price”)Permitted Exceptions; (ii) A general ▇▇▇▇ of sale for the certificates Personal Property, reasonably acceptable to be delivered pursuant Purchaser, conveying, as more particularly set forth therein, to Section 6.03Purchaser all of Seller's right, title and interest in and to the Personal Property; (iii) a counterpart Security deposits deposited under the Resident Agreements and the Leases (if any, together with accrued interest thereon) by, at Purchaser's option, (a) payment of the Transition Services Agreement attached as Exhibit A hereto aggregate amount thereof to Purchaser, or (b) a credit to Purchaser against the “Transition Services Agreement”), duly executed by Parent and the PurchaserPurchase Price; (iv) a counterpart A certification of nonforeign status, in form required by Section 1445 of the General Assignments and Bills Internal Revenue Code of Sale for 1986, as amended, (the Purchased Assets, by and between the Seller "CODE") and the Purchaser, attached as Exhibit B hereto (the “General Assignment and ▇▇▇▇ of Sale”), duly executed by Parent and the Purchaser, and with respect to jurisdictions outside the United States in which the Purchased Assets, Assumed Liabilities, Excluded Assets or Retained Liabilities are located, such bills of sale, stock powers, certificates of title, deeds, assignments and other agreements or instruments of transfer (in a form that is consistent with the terms and conditions of this Agreement, and otherwise customary in such jurisdictions) as and to the extent necessary to effect the transfer of the Purchased Assets or Excluded Assets or the assumption of the Assumed Liabilities or Retained Liabilities pursuant to this Agreement (the “Foreign Closing Documents”), in each case duly executed by Parent and the Purchaser, to the extent applicableregulations issued thereunder; (v) a counterpart Notice of the Cincinnati LeaseCancellation, attached of Facilities Lease Agreement to ILM II Lease Corporation, as Exhibit C hereto, evidencing the five amended (5)-year lease "LEASE CORPORATION") and termination of any management and leasing agreements relating to the Purchaser of certain office space in Cincinnati, Ohio (the “Cincinnati Lease”), duly executed by Parent Assets and the PurchaserManagement Agreement, dated as of July 29, 1996, as amended; (vi) a counterpart Evidence of authority, good standing and due authorization of ILM II and Seller to entering into the within transaction and to perform all of its obligations hereunder, including, without limitation, the execution and delivery of all of the Orlando Sublease attached closing documents required by this Agreement, and setting forth such additional facts, if any, as Exhibit D heretomay be needed to show that the transaction is duly authorized and is in conformity with ILM II's and Seller's organizational documents and applicable laws and to enable the Title Company to omit all exceptions and satisfy all requirements regarding Seller's standing, evidencing the five (5)-year sublease to the Purchaser of certain office space in Orlando, Florida (the “Orlando Sublease”), duly executed by Parent authority and the Purchaserauthorization; (vii) a counterpart of the Master Commercial Agreement attached as Exhibit E hereto, pursuant Notice letter to which certain Seller Entities will provide Residents reasonably acceptable to the IM Business Entities certain commercial services for a period of two (2) years Purchaser (the “Master Commercial Agreement”"RESIDENTS NOTIFICATION LETTER"), duly executed by the Purchaser and each Affiliate of the Purchaser named as a party thereto; (viii) a counterpart of the Intellectual Property Cross-License Agreement attached as Exhibit F hereto (the “IP License Agreement”), duly executed by Parent such title affidavits and the Purchaser; and (ix) a counterpart of the side letter regarding certain acknowledgments and reporting obligations attached as Exhibit G hereto (the “Reporting Letter”), duly excuted by Parent and the Purchaser. (b) At the Closing, the Seller shall deliver, or cause to be delivered, to the Purchaser the following: (i) certificates evidencing the Purchased Shares to the extent that the Purchased Shares are in certificate form (and if not in certificate form, such other appropriate instruments of transfer), duly endorsed in blank or with stock powers duly executed in proper form for transfer, and (without prejudice to Section 5.02(d)) with any indemnities required stock transfer stamps affixed thereto, in each case duly executed by the Seller or other Seller Entity, Title Company to enable the Title Company to issue the Title Policies as applicable; (ii) a counterpart of the General Assignment and ▇▇▇▇ of Sale duly executed by the Seller and the Foreign Closing Documents, in each case duly executed by the Seller or other Seller Entity, to the extent applicable; (iii) the certificates to be delivered pursuant to Section 6.02; (iv) a counterpart of the Transition Services Agreement duly executed by each Seller Entity named as a party thereto; (v) a counterpart of the Cincinnati Lease, duly executed by each Seller Entity named as a party thereto; (vi) a counterpart of the Orlando Sublease, duly executed by each Seller Entity named as a party thereto; (vii) a counterpart of the Master Commercial Agreement, duly executed by each Seller Entity named as a party thereto; (viii) a counterpart of the IP License Agreement, duly executed by the Sellerrequired hereby; (ix) a counterpart of General Assignment and Assumption Agreement in form reasonably acceptable to Purchaser, assigning to Purchaser Seller's right, title and interest in and to the Side LetterSurviving Contracts (as hereinafter defined), duly executed by Intangible Property, the SellerClaims, the Permits, and the Files and Records; (x) resignations or instruments effecting the removalan Assignment of Leases in form reasonably acceptable to Purchaser, effective as assigning to Purchaser Seller's right, title and interest in and to all of the ClosingLeases; (xi) an Assignment of Resident Agreements in form reasonably acceptable to Purchaser, assigning to Purchaser Seller's and Lease Corporation's right, title and interest in and to all of the directors Resident Agreements; (xii) any required real estate transfer tax declaration or similar documents required in connection with any tax imposed by any governmental authority in connection with the transaction contemplated hereunder; (xiii) a termination of the Master Lease between Seller and officers Lease Corporation, dated September 1, 1995, in form reasonably acceptable to Purchaser; (xiv) all originals (or copies if originals are not available) of IM Business Entities identified the Leases, Resident Agreements, Contracts, Permits, keys and lock combinations with respect to the Real Property in the possession of ILM II and Seller; (xv) a Closing Statement setting forth the Purchase Price, the amounts of all prorated items and all credits, debits and costs contemplated by the Purchaser within fifteen (15) Business Days following the date hereof from such directorships or officesthis Agreement; and (xixvi) such other instruments or documents which by the terms of this Agreement are to be delivered by ILM II and Seller at Closing. B. At the Closing with respect to a Property, Purchaser shall deliver to Seller, executed and acknowledged, as applicable, the following with respect to such Property: (i) The balance of the Purchase Price, less the Deposit (as prorated in accordance with Article 7) and all other amounts payable by Purchaser to Seller at the deliverables Closing pursuant to this Agreement; (ii) 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, as may be needed to show that the transaction is duly authorized and is in conformity with Purchaser's organizational documents and applicable laws; (iii) A receipt for the security deposits paid over or credited to Purchaser at the Closing; and (iv) Such other instruments or documents which by the terms of this Agreement are to be delivered by Purchaser at Closing. C. The acceptance of title to the Real Property by Purchaser shall be deemed to be full performance and discharge of any and all obligations on the part of Seller to be performed pursuant to the provisions of this Agreement, except as set forth in Section 6.01(e)of this AgreementAgreement including without limitation where such agreements and obligations are specifically stated to survive the Closing.

Closing Deliveries. At the Closing, (a) At the Closing, the Purchaser Sellers shall deliver, deliver or cause to be delivereddelivered to Purchaser the following (in each case, in form and substance reasonably acceptable to the Seller (or one or more Seller Entities designated by the Seller) the following:Purchaser): (i) payment, An executed copy of an assignment and assumption agreement providing for the assumption of Assumed Liabilities by wire transfer(s) to one or more bank accounts designated in writing by the Seller (such designation to be made by the Seller at least five (5) Business Days prior to the Closing Date), in immediately available Dollars an amount equal to either (A) if the Estimated Adjustment Amount is zero or positive, the sum of the Base Purchase Price plus the Estimated Adjustment Amount, or (B) if the Estimated Adjustment Amount is negative, the Base Purchase Price minus the absolute value of the Estimated Adjustment Amount Purchaser (the amount set forth in clause (A) or (B) as applicable, the “Closing Purchase PriceAssignment and Assumption Agreement”); (ii) Such bills of sale, certificates of title and other instruments of transfer and conveyance as are reasonably necessary to transfer (or record with any Governmental Authority the certificates transfer of) the Purchased Assets to be delivered pursuant to Section 6.03Purchaser in accordance herewith; (iii) a counterpart An executed copy of the Transition Services Agreement attached as Exhibit A hereto (the “Transition Services Agreement”), duly executed by Parent and the Purchaser; (iv) a counterpart of Subject to Section 1.1(e), executed assignment and assumption agreements, in the General Assignments and Bills of Sale for the Purchased Assets, by and between the Seller and the Purchaser, form attached hereto as Exhibit B hereto (the “General Assignment and ▇▇▇▇ of Sale”)A, duly executed by Parent and the Purchaser, and with respect to each Assumed Real Property Lease (collectively, the “Real Property Lease Assignments”); (v) Executed and acknowledged special warranty or grant deeds, in the form(s) customarily provided in the applicable jurisdiction, conveying fee simple title to the Purchased Owned Real Property to Purchaser, subject only to Permitted Encumbrances (“Deeds”); (vi) duly executed state, county and local transfer tax forms with respect to the Owned Real Property, as applicable; (vii) duly executed and acknowledged affidavits as reasonably requested by Purchaser’s title insurance company in form and substance acceptable to the applicable Seller or Transferred Entity with respect to the Owned Real Property in order to issue title insurance policies with respect to the Owned Real Property with the standard title insurance company issued exceptions omitted and, if applicable, a non-imputation endorsement; provided, however, that in no event shall Sellers or their Affiliates be obligated to indemnify the title insurance company with respect to matters contained in the affidavits; (viii) Executed stock transfer agreements, asset transfer agreements and/or other instruments of conveyance with respect to the transfer of any portion of the Purchased Assets outside the United States (including Equity Interests in entities organized in jurisdictions outside the United States States; it being understood that such agreements and/or other instruments of conveyance are intended solely to formalize such foreign transfers in which order to comply with any local Laws pertaining thereto); (ix) Certificates representing the Equity Interests in the Purchased AssetsEntities, Assumed Liabilitiesduly endorsed in blank or accompanied with appropriate stock powers and with all stock transfer Tax stamps affixed if stock, Excluded Assets or Retained Liabilities duly executed assignments of such Equity Interests which are locatednot held in the form of stock, or other documents as may be necessary under applicable Laws to transfer ownership of such bills of saleEquity Interests to Purchaser or its specified designees; (x) A certificate from each Seller, stock powersin form and substance reasonably satisfactory to Purchaser, certificates of title, deeds, assignments and other agreements or instruments of transfer (in a form establishing that is consistent with the terms and conditions of this Agreement, and otherwise customary in such jurisdictions) as and to the extent necessary to effect the transfer of the Purchased Assets or Excluded Assets or the assumption is exempt from withholding under Section 1445 of the Assumed Liabilities or Retained Liabilities pursuant to this Agreement (the “Foreign Closing Documents”), in each case duly executed by Parent and the Purchaser, to the extent applicableCode; (vxi) a counterpart Resignations of the Cincinnati Leasethose officers and directors of any Transferred Entity, attached as Exhibit C hereto, evidencing the five (5)-year lease to the which Purchaser of certain office space shall request in Cincinnati, Ohio (the “Cincinnati Lease”), duly executed by Parent and the Purchaserwriting before Closing; (vixii) a counterpart of the Orlando Sublease attached as Exhibit D heretoRequired documentation in connection with Transfer Taxes and VAT, evidencing the five (5)-year sublease to the Purchaser of certain office space in Orlando, Florida (the “Orlando Sublease”), duly executed by Parent and the Purchaser; (vii) a counterpart of the Master Commercial Agreement attached as Exhibit E hereto, pursuant to which certain Seller Entities will provide to the IM Business Entities certain commercial services for a period of two (2) years (the “Master Commercial Agreement”), duly executed by the Purchaser and each Affiliate of the Purchaser named as a party thereto; (viii) a counterpart of the Intellectual Property Cross-License Agreement attached as Exhibit F hereto (the “IP License Agreement”), duly executed by Parent and the Purchaserif any; and (ixxiii) a counterpart Organizational books and records of the side letter regarding certain acknowledgments and reporting obligations attached as Exhibit G hereto (the “Reporting Letter”), duly excuted by Parent and the PurchaserTransferred Entities. (b) At Purchaser shall deliver to Sellers the Closingfollowing (in each case, the Seller shall deliver, or cause in form and substance reasonably acceptable to be delivered, to the Purchaser the following:Sellers): (i) certificates evidencing Executed copies of the Purchased Shares to Assignment and Assumption Agreement, the extent that Transition Services Agreement and the Purchased Shares are in certificate form (and if not in certificate form, such other appropriate instruments of transfer), duly endorsed in blank or with stock powers duly executed in proper form for transfer, and (without prejudice to Section 5.02(d)) with any required stock transfer stamps affixed thereto, in each case duly executed by the Seller or other Seller Entity, as applicableReal Property Lease Assignments; (ii) a counterpart of the General Assignment Required documentation in connection with Transfer Taxes and ▇▇▇▇ of Sale duly executed by the Seller and the Foreign Closing DocumentsVAT, in each case duly executed by the Seller or other Seller Entity, to the extent applicable;if any; and (iii) All such other documents and instruments of assumption as shall be reasonably necessary for Purchaser to assume the certificates to be delivered pursuant to Section 6.02; (iv) a counterpart of the Transition Services Agreement duly executed by each Seller Entity named as a party thereto; (v) a counterpart of the Cincinnati Lease, duly executed by each Seller Entity named as a party thereto; (vi) a counterpart of the Orlando Sublease, duly executed by each Seller Entity named as a party thereto; (vii) a counterpart of the Master Commercial Agreement, duly executed by each Seller Entity named as a party thereto; (viii) a counterpart of the IP License Agreement, duly executed by the Seller; (ix) a counterpart of the Side Letter, duly executed by the Seller; (x) resignations or instruments effecting the removal, effective as of the Closing, of the directors and officers of IM Business Entities identified by the Purchaser within fifteen (15) Business Days following the date hereof from such directorships or offices; and (xi) Seller shall deliver to the Purchaser the deliverables set forth Assumed Liabilities in Section 6.01(e)of this Agreementaccordance herewith.

Closing Deliveries. In addition to any other documents to be delivered or other conditions to be satisfied or obligations to be performed under other provisions of this Agreement, at or prior to Closing: (a) At the Closing, the Purchaser Seller shall deliver, have delivered or cause to be delivered, to the Seller otherwise provided (or one caused to have been delivered or more Seller Entities designated by the Sellerotherwise provided) the following:to Buyer; (i) paymentthe ▇▇▇▇ of Sale and Assignment and Assumption Agreement for all the Acquired Assets and Assumed Liabilities in the form of Exhibit 2.7(a)(i) (the “▇▇▇▇ of Sale and Assignment and Assumption Agreement”), duly executed by wire transfer(sSeller; (ii) assignments of all Intellectual Property Rights and Licensed Rights, if any, and separate assignments of all registered Intellectual Property Rights, if any, in form and substance satisfactory to one Buyer, duly executed by Seller; (iii) for each interest in Leased Real Property, an assignment and assumption of lease in customary form and substance reasonably satisfactory to Buyer and its legal counsel and executed by Seller; (iv) for each interest in Owned Real Property, a recordable warranty deed and certificate of title insurance (not to exceed the amount of the Tax Purchase Price that is allocated to the Michigan Facilities and the Owned Real Property and with endorsements similar to the endorsements on Seller’s existing certificates of title insurance), and other customary documents or more bank accounts designated instruments of transfer in writing customary form and substance reasonably satisfactory to Buyer and its legal counsel and executed by Seller; (v) such other customary deeds, bills of sale, assignments, policies of title insurance, documents and other instruments of transfer and conveyance as may reasonably be requested by Buyer to consummate the Contemplated Transactions, each in customary form and substance reasonably satisfactory to Buyer and its legal counsel and executed by Seller; (vi) a customary pay-off letter or letters for all Indebtedness secured by any Encumbrance on the Acquired Assets, evidencing the total pay-off amount thereof (the “Loan Payoff Amount”) and indicating the release, upon payment of the Loan Payoff Amount, of all such Encumbrances and otherwise in form and substance reasonably satisfactory to Buyer and its legal counsel. (vii) an escrow agreement in substantially the form of Exhibit 2.7(a)(vii) (the “Escrow Agreement”), executed by Seller; (viii) a certificate, pursuant to and in the form described in Treasury Regulations Section 1.1445-2(b)(2), certifying that Seller is not a foreign person within the meaning of Code Sections 1445 and 897 (a “FIRPTA Certificate”). Notwithstanding anything to the contrary in this Agreement, if Buyer does not obtain a FIRPTA Certificate from Seller, Buyer shall be entitled to proceed with the Closing and withhold from the Purchase Price (and any adjustment thereto) otherwise payable to Seller the appropriate amounts required to be withheld pursuant to Code Section 1445, provided that any such withholding shall occur only in compliance with Code Section 1445; (ix) a certificate of the Secretary (or equivalent thereof) of Seller certifying, as complete and accurate as of the Closing, attached copies of the Governing Documents of Seller, certifying and attaching all requisite resolutions or actions of Seller’s board of directors and stockholders approving the execution and delivery of this Agreement, the documents delivered hereby, the consummation of the Contemplated Transactions and the change of name contemplated by Section 7.9, and certifying to the incumbency and signatures of the officers of Seller executing this Agreement and any other document relating to the Contemplated Transactions, accompanied by the requisite documents for amending the relevant Governing Documents of Seller required to effect such change of name in form sufficient for filing with the appropriate Governmental Body; (such designation to be made x) the Consents and Governmental Authorizations set forth in Schedule 2.7(a)(x), duly executed by the applicable Governmental Body or other Third Party; (xi) if requested by Buyer, any Consents or other instruments that may be required to permit Buyer’s qualification in each jurisdiction in which Seller at least five is licensed or qualified to do business as a foreign corporation or entity under the name “Sport Truck USA” or any derivative thereof; (5xii) Business Days releases of all Encumbrances on the Acquired Assets (other than Permitted Encumbrances), including all Encumbrances in favor of Southern Michigan Bank and Trust pursuant to release documents satisfactory to Buyer; (xiii) a certificate dated as of a date not earlier than fifteen calendar days prior to the Closing as to the good standing of Seller, executed by the appropriate officials of the state where Seller is organized and each jurisdiction in which Seller is licensed or qualified to do business as a foreign corporation or entity as specified in Schedule 3.1(a); (xiv) evidence satisfactory to Buyer that Seller has, effective as of the Closing, terminated all Current Employees; (xv) an opinion, dated as of the Closing Date, issued to Seller ESOP by a financial advisor to Seller ESOP (a copy of which Buyer may provide to Buyer’s lender if requested or required by Buyer’s lender) that the Contemplated Transactions are fair to Seller ESOP from a financial point of view; (xvi) an opinion, dated as of the Closing Date, issued to Buyer in part by counsel to Seller and in part by counsel to Seller ESOP (a copy of which Buyer may provide to Buyer’s lender if requested or required by Buyer’s lender) in form and substance reasonably satisfactory to Buyer, that the voting requirements of Code Section 409(e)(3) and (5) with respect to the Contemplated Transactions have been fully satisfied; (xvii) a certificate, dated the Closing Date and signed by a duly authorized officer of Seller, that each of the conditions set forth in Sections 6.2(a) and 6.2(b) has been satisfied; and (xviii) an audited balance sheet of Seller as of December 31, 2013 and the related audited statements of income, changes in owners’ equity and cash flows for the fiscal year then ended, including in each case the notes thereto, together with a report thereon of ▇▇▇▇▇▇ & ▇▇▇▇▇, PLLC, independent certified public accountants (the “2013 Audited Financial Statements”). (b) Buyer shall have delivered (or caused to have been delivered): (i) to Seller, in immediately available Dollars an amount equal to either (A) if the Estimated Adjustment Amount is zero or positive, the sum of the Base Purchase Price plus the Estimated Adjustment Amount, or (B) if the Estimated Adjustment Amount is negative, the Base plus any Additional EBITDA Purchase Price minus (to the absolute value of extent determined at or prior to the Estimated Adjustment Closing) less any EBITDA Deficit Amount (to the amount set forth extent determined at or prior to the Closing) less the Escrow Amount less the Loan Payoff Amount by wire transfer to an account or accounts and in clause (A) or (B) as applicable, the “Closing Purchase Price”)such amounts specified by Seller in writing; (ii) to Seller, the certificates to be delivered pursuant to Section 6.03Escrow Agreement and the ▇▇▇▇ of Sale and Assignment and Assumption Agreement, each duly executed by Buyer; (iii) a counterpart of to the Transition Services Agreement attached as Exhibit A hereto (Escrow Agent in accordance with the “Transition Services Escrow Agreement”), duly executed by Parent and the PurchaserEscrow Amount; (iv) a counterpart of to the General Assignments and Bills of Sale for the Purchased Assets, by and between the Seller and the Purchaser, attached as Exhibit B hereto (the “General Assignment and ▇▇▇▇ of Sale”), duly executed by Parent and the PurchaserPersons specified, and with respect to jurisdictions outside the United States in which the Purchased Assets, Assumed Liabilities, Excluded Assets or Retained Liabilities are located, such bills of sale, stock powers, certificates of title, deeds, assignments and other agreements or instruments of transfer (in a form that is consistent with the terms and conditions of this Agreement, and otherwise customary in such jurisdictions) as and to the extent necessary to effect the transfer of the Purchased Assets or Excluded Assets or the assumption of the Assumed Liabilities or Retained Liabilities pursuant to this Agreement (the “Foreign Closing Documents”)directed, in each case duly executed by Parent and the Purchaserapplicable pay-off letters, to the extent applicableLoan Payoff Amount; (v) to Seller, a counterpart certificate of the Cincinnati LeaseSecretary of Buyer certifying, as complete and accurate as of the Closing, attached as Exhibit C hereto, evidencing copies of the five (5)-year lease Governing Documents of Buyer and certifying and attaching all requisite resolutions or actions of Buyer’s board of directors approving the execution and delivery of this Agreement and the consummation of the Contemplated Transactions and certifying to the Purchaser incumbency and signatures of certain office space in Cincinnati, Ohio (the “Cincinnati Lease”), duly executed by Parent officers of Buyer executing this Agreement and any other document relating to the PurchaserContemplated Transactions; (vi) a counterpart certificate dated as of a date not earlier than fifteen calendar days prior to the Closing as to the good standing of Buyer, certified by the appropriate officials of the Orlando Sublease attached as Exhibit D hereto, evidencing the five (5)-year sublease to the Purchaser of certain office space in Orlando, Florida (the “Orlando Sublease”), duly executed by Parent and the Purchaser;state where Buyer is organized; and (vii) to Seller, a counterpart certificate, dated the Closing Date and signed by a duly authorized officer of Buyer, that each of the Master Commercial Agreement attached as Exhibit E hereto, pursuant to which certain Seller Entities will provide to the IM Business Entities certain commercial services for a period of two (2) years (the “Master Commercial Agreement”), duly executed by the Purchaser and each Affiliate of the Purchaser named as a party thereto; (viii) a counterpart of the Intellectual Property Cross-License Agreement attached as Exhibit F hereto (the “IP License Agreement”), duly executed by Parent and the Purchaser; and (ix) a counterpart of the side letter regarding certain acknowledgments and reporting obligations attached as Exhibit G hereto (the “Reporting Letter”), duly excuted by Parent and the Purchaser. (b) At the Closing, the Seller shall deliver, or cause to be delivered, to the Purchaser the following: (i) certificates evidencing the Purchased Shares to the extent that the Purchased Shares are in certificate form (and if not in certificate form, such other appropriate instruments of transfer), duly endorsed in blank or with stock powers duly executed in proper form for transfer, and (without prejudice to Section 5.02(d)) with any required stock transfer stamps affixed thereto, in each case duly executed by the Seller or other Seller Entity, as applicable; (ii) a counterpart of the General Assignment and ▇▇▇▇ of Sale duly executed by the Seller and the Foreign Closing Documents, in each case duly executed by the Seller or other Seller Entity, to the extent applicable; (iii) the certificates to be delivered pursuant to Section 6.02; (iv) a counterpart of the Transition Services Agreement duly executed by each Seller Entity named as a party thereto; (v) a counterpart of the Cincinnati Lease, duly executed by each Seller Entity named as a party thereto; (vi) a counterpart of the Orlando Sublease, duly executed by each Seller Entity named as a party thereto; (vii) a counterpart of the Master Commercial Agreement, duly executed by each Seller Entity named as a party thereto; (viii) a counterpart of the IP License Agreement, duly executed by the Seller; (ix) a counterpart of the Side Letter, duly executed by the Seller; (x) resignations or instruments effecting the removal, effective as of the Closing, of the directors and officers of IM Business Entities identified by the Purchaser within fifteen (15) Business Days following the date hereof from such directorships or offices; and (xi) Seller shall deliver to the Purchaser the deliverables conditions set forth in Section 6.01(e)of this AgreementSections 6.1(a) and 6.1(b) has been satisfied.

Closing Deliveries. (a) At the ClosingClosing on the Closing Date: a. Seller shall sell, the Purchaser shall deliverassign, transfer and convey to Buyer (or cause to be deliveredits designee) all of its right, title and interest in and to the Transferred Assets, free and clear of all Encumbrances, except for Permitted Encumbrances, and shall use distributions from the Cure Escrow Account to pay all Cure Amounts due under any Executory Contracts. Such sale, assignment, transfer and conveyance shall be effected or evidenced by delivery by Seller (or one or more Seller Entities designated by the to Buyer of appropriate quit claim deeds, bills of sale, assignments and other documents as Buyer may reasonably require in form and substance reasonably acceptable to Buyer and Seller) the following, including without limitation: (i) payment, certificates dated the Closing Date and validly executed by wire transfer(s) to one or more bank accounts designated in writing by the an officer of Seller (such designation to be made by the Seller at least five (5) Business Days prior to the Closing Date), in immediately available Dollars an amount equal to either (A) if effect that the Estimated Adjustment Amount is zero or positive, the sum of the Base Purchase Price plus the Estimated Adjustment Amount, or (B) if the Estimated Adjustment Amount is negative, the Base Purchase Price minus the absolute value of the Estimated Adjustment Amount (the amount conditions set forth in clause (A) or (B) as applicable, the “Closing Purchase Price”)Section 9 have been satisfied; (ii) a legal opinion of in-house counsel to Seller, dated the certificates Closing Date, addressed to be delivered pursuant Buyer, regarding the corporate authority of Seller to Section 6.03consummate the transactions contemplated by this Agreement, in the form attached hereto as Schedule 4.2(a)(ii); (iii) all documents, certificates and agreements necessary to transfer to Buyer good and marketable title to the Transferred Assets, free and clear of any Encumbrances thereon, except for Permitted Encumbrances, including: (A) an assignment and assumption agreement, assigning to Buyer all of Seller's rights and obligations arising under the Executory Contracts, in the form attached hereto as Schedule 4.2(a)(iii); (B) (1)an assignment of lease, dated as of the Closing Date, with respect to each Assumed Real Property Lease, in form and substance reasonably acceptable to Buyer, together with any necessary transfer declarations or other filings (and in recordable form if required by Buyer) or, (2) evidence acceptable to Buyer in its reasonable discretion that no such assignment of lease is required with respect to the applicable Assumed Real Property Lease; (iv) the Title Policy and Survey for each parcel of Real Property; (v) a counterpart certified copy of the Sale Order; (vi) the Transition Services Agreement attached as Exhibit A hereto (the “Transition Services Agreement”), duly executed by Parent Seller; and (vii) the Coffeyville Letter Agreement, executed by Seller. b. Buyer shall deliver to Seller: (i) the Closing Payment; (ii) certificates dated the Closing Date and validly executed by an officer of Buyer to the Purchasereffect that the conditions set forth in Section 10 have been satisfied; (iii) an assignment and assumption agreement, pursuant to which Buyer assumes the Assumed Liabilities, in the form attached hereto as Schedule 4.2(a)(iii); (iv) a counterpart legal opinion of in-house counsel to Buyer, dated the General Assignments and Bills Closing Date, addressed to Seller, regarding the corporate authority of Sale for Buyer to consummate the Purchased Assets, transactions contemplated by and between the Seller and the Purchaser, attached as Exhibit B hereto (the “General Assignment and ▇▇▇▇ of Sale”), duly executed by Parent and the Purchaser, and with respect to jurisdictions outside the United States in which the Purchased Assets, Assumed Liabilities, Excluded Assets or Retained Liabilities are located, such bills of sale, stock powers, certificates of title, deeds, assignments and other agreements or instruments of transfer (in a form that is consistent with the terms and conditions of this Agreement, and otherwise customary in such jurisdictions) the form attached hereto as and to the extent necessary to effect the transfer of the Purchased Assets or Excluded Assets or the assumption of the Assumed Liabilities or Retained Liabilities pursuant to this Agreement (the “Foreign Closing Documents”Schedule 4.2(b)(iv), in each case duly executed by Parent and the Purchaser, to the extent applicable; (v) a counterpart of the Cincinnati LeaseTransition Services Agreement, attached as Exhibit C hereto, evidencing the five (5)-year lease to the Purchaser of certain office space in Cincinnati, Ohio (the “Cincinnati Lease”), duly executed by Parent and the Purchaser;Buyer, and (vi) a counterpart of the Orlando Sublease attached as Exhibit D heretoCoffeyville Letter Agreement, evidencing the five (5)-year sublease to the Purchaser of certain office space in Orlando, Florida (the “Orlando Sublease”), duly executed by Parent and the Purchaser; (vii) a counterpart of the Master Commercial Agreement attached as Exhibit E hereto, pursuant to which certain Seller Entities will provide to the IM Business Entities certain commercial services for a period of two (2) years (the “Master Commercial Agreement”), duly executed by the Purchaser and each Affiliate of the Purchaser named as a party thereto; (viii) a counterpart of the Intellectual Property Cross-License Agreement attached as Exhibit F hereto (the “IP License Agreement”), duly executed by Parent and the Purchaser; and (ix) a counterpart of the side letter regarding certain acknowledgments and reporting obligations attached as Exhibit G hereto (the “Reporting Letter”), duly excuted by Parent and the PurchaserBuyer. (b) At the Closing, the Seller shall deliver, or cause to be delivered, to the Purchaser the following: (i) certificates evidencing the Purchased Shares to the extent that the Purchased Shares are in certificate form (and if not in certificate form, such other appropriate instruments of transfer), duly endorsed in blank or with stock powers duly executed in proper form for transfer, and (without prejudice to Section 5.02(d)) with any required stock transfer stamps affixed thereto, in each case duly executed by the Seller or other Seller Entity, as applicable; (ii) a counterpart of the General Assignment and ▇▇▇▇ of Sale duly executed by the Seller and the Foreign Closing Documents, in each case duly executed by the Seller or other Seller Entity, to the extent applicable; (iii) the certificates to be delivered pursuant to Section 6.02; (iv) a counterpart of the Transition Services Agreement duly executed by each Seller Entity named as a party thereto; (v) a counterpart of the Cincinnati Lease, duly executed by each Seller Entity named as a party thereto; (vi) a counterpart of the Orlando Sublease, duly executed by each Seller Entity named as a party thereto; (vii) a counterpart of the Master Commercial Agreement, duly executed by each Seller Entity named as a party thereto; (viii) a counterpart of the IP License Agreement, duly executed by the Seller; (ix) a counterpart of the Side Letter, duly executed by the Seller; (x) resignations or instruments effecting the removal, effective as of the Closing, of the directors and officers of IM Business Entities identified by the Purchaser within fifteen (15) Business Days following the date hereof from such directorships or offices; and (xi) Seller shall deliver to the Purchaser the deliverables set forth in Section 6.01(e)of this Agreement.

Closing Deliveries. (a) A. At the Closing, the Purchaser Seller shall deliverdeliver to Purchaser, or cause to be deliveredexecuted and acknowledged, to the Seller (or one or more Seller Entities designated by the Seller) the followingas applicable: (i) paymentA deed, by wire transfer(s) to one or more bank accounts designated in writing by the Seller (such designation to be made by the Seller at least five (5) Business Days prior to the Closing Dateform attached hereto as Exhibit 8(A)(i), in immediately available Dollars an amount equal to either and made a part hereof (A) if the Estimated Adjustment Amount is zero or positive, the sum of the Base Purchase Price plus the Estimated Adjustment Amount, or (B) if the Estimated Adjustment Amount is negative, the Base Purchase Price minus the absolute value of the Estimated Adjustment Amount (the amount set forth in clause (A) or (B) as applicable, the “Closing Purchase PriceDeed”); (ii) A general b▇▇▇ of sale for the certificates to be delivered pursuant to Section 6.03Personal Property, in the form of Exhibit 8(A)(ii); (iii) a counterpart An assignment and assumption of leases in the Transition Services Agreement attached as form of Exhibit A hereto 8(A)(iii) (the “Transition Services AgreementAssignment of Leases”), duly executed by Parent and the Purchaser; (iv) a counterpart An assignment and assumption of Surviving Contracts in the General Assignments and Bills form of Sale for the Purchased Assets, by and between the Seller and the Purchaser, attached as Exhibit B hereto 8(A)(iv) (the “General Assignment and ▇▇▇▇ of SaleContracts”) which shall not include CBAs; (a) The unapplied cash Security Deposits under Leases then then actually held by Seller (together with accrued interest thereon, if any) by payment of the aggregate amount thereof to Purchaser or a credit to Purchaser against the Purchase Price, at Seller’s option. (b) If one or more Security Deposit is wholly or partially comprised of a letter of credit (collectively, the “Letters of Credit”), duly Seller shall use commercially reasonable efforts to transfer (or cause to be transferred) the Letters of Credit to Purchaser as of the Closing Date, any cost and expense of which Purchaser shall pay, and, on the Closing Date, Seller shall deliver (or cause to be delivered) to Purchaser all original Letters of Credit, with all amendments thereto, actually held by Seller. As to those Letters of Credit which are not transferred to Purchaser at Closing (collectively, the “Non-Transferable Letters of Credit”), Seller and Purchaser shall reasonably cooperate with each other following the Closing so as to transfer the same to Purchaser and cause Purchaser to be the beneficiary thereunder or to obtain a replacement letter of credit showing Purchaser as the beneficiary thereunder. Until the Non-Transferable Letters of Credit shall be transferred to Purchaser or replaced, as aforesaid, Purchaser shall hold the same, but upon request may deliver the same to Seller (if necessary), who shall then draw upon the same and deliver the proceeds to Purchaser or return the same to the applicable Tenant, in each case upon Purchaser’s written instruction. Seller shall also deliver to Purchaser at Closing such documentation, including, without limitation, sight drafts executed in blank, as Purchaser shall reasonably require in connection with drawing under the Non-Transferable Letters of Credit in Seller’s name. Purchaser shall indemnify and hold Seller harmless from any and all losses, costs, damages, liens, claims, counterclaims, liabilities and expenses (including, but not limited to, reasonable attorneys’ fees, court costs and disbursements) incurred by Parent Seller to the extent resulting from Seller taking any steps pursuant to a request of Purchaser, including drawing, or seeking to draw, on any Tenant’s Security Deposit. The provisions of this Section 8(A)(v)(b) shall survive the Closing. (vi) Executed original counterparts of all Leases and Surviving Contracts, or copies thereof to the extent executed original counterparts are not in Seller’s or its property manager’s possession; (vii) A certification of nonforeign status, in form required by Internal Revenue Code Section 1445 and the regulations issued thereunder in the form of Exhibit 8(A)(vii); (viii) Notice letters to the Tenants, in the form of Exhibit 8(A)(viii) (the “Tenant Notice Letters”), to be prepared by Purchaser; (ix) Notice letters to contractors under Surviving Contracts, and in the form of Exhibit 8(A)(ix) (the “Contractor Notice Letters”), to be prepared by Purchaser; (x) The Estoppels (as hereinafter defined), including any applicable Seller Certificate (as hereinafter defined), required to be delivered under Article 10 hereof; (xi) A Real Property Transfer Tax Return with respect to jurisdictions outside the United States New York City Real Property Transfer Tax (the “RPT Form”); (xii) 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”); (xiii) A New York State Real Property Transfer Report Form RP-5217 NYC (the “RP-5217”); (xiv) A Department of Housing Preservation and Development Affidavit in which Lieu of Registration Statement; (xv) Evidence of authority, good standing (if applicable) and due authorization of Seller to enter into the Purchased Assetswithin transaction and to perform all of its obligations hereunder, Assumed Liabilitiesincluding, Excluded Assets or Retained Liabilities are locatedwithout limitation, such bills the execution and delivery of sale, stock powers, certificates all of title, deeds, assignments and other agreements or instruments of transfer (in a form that is consistent with the terms and conditions of closing documents required by this Agreement, and otherwise customary setting forth such additional facts, if any, as may be needed to show that the transaction is duly authorized and is in such jurisdictions) as 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; (xvi) An assignment and assumption of CBAs in the form of Exhibit 8(A)(xvi) (the “Assignment of CBAs”); (xvii) To the extent necessary in Seller’s or its property manager’s possession or control, those transferable licenses and permits, authorizations and approvals pertaining to the Premises which are not posted at the Premises, provided that such items shall be deemed delivered if maintained at the Property or at the on-site management office; (xviii) A title affidavit in substantially the form attached hereto as Exhibit 8(A)(xvii) (the “Title Affidavit”); (xix) To the extent in Seller’s or its property manager’s possession or control, all transferrable guarantees and warranties which Seller has received in connection with any work or services performed or equipment installed in and improvements erected on the Premises (it being understood that, for the purposes of this clause (xix), “control” shall mean within Seller’s ability to obtain); (xx) A Form 1099-S Statement for Recipient of Proceeds from Real Estate Transaction; (xxi) The master lease agreement with respect to the entire second (2nd) floor in the Building in the form attached hereto as Exhibit xxi (the “Master Lease”); (xxii) A closing statement (the “Closing Statement”); (xxiii) Keys and combinations to locks at the Property in the possession or control of Seller or its property manager, provided that such items shall be deemed delivered if maintained at the Property or at the on-site management office; and (xxiv) Such other instruments or documents which (a) by the terms of this Agreement are required to be delivered by Seller at the Closing or (b) that may be reasonably required by Title Insurer to effect the transfer consummation of the Purchased Assets transactions which are the subject of this Agreement; provided, however, in no event shall Seller be required to provide any indemnities to the Title Company or Excluded Assets any other Person in such other instruments or documents. B. At or prior to the assumption Closing, Purchaser shall deliver to Seller, executed and acknowledged, as applicable: (i) The balance of the Assumed Liabilities or Retained Liabilities Purchase Price (i.e., the Purchase Price, less the Deposit) and all other amounts payable by Purchaser to Seller at the Closing pursuant to this Agreement as adjusted for apportionments hereunder, which shall be delivered to Escrow Agent no later than 5:00 p.m. one (the “Foreign Closing Documents”), in each case duly executed by Parent and the Purchaser, 1) business day prior to the extent applicableClosing; (ii) The Assignment of Leases; (iii) The Assignment of Contracts; (iv) The Tenant Notice Letters; (v) a counterpart of the Cincinnati Lease, attached as Exhibit C hereto, evidencing the five (5)-year lease to the Purchaser of certain office space in Cincinnati, Ohio (the “Cincinnati Lease”), duly executed by Parent and the PurchaserThe Contractor Notice Letters; (vi) a counterpart of the Orlando Sublease attached as Exhibit D hereto, evidencing the five (5)-year sublease to the Purchaser of certain office space in Orlando, Florida (the “Orlando Sublease”), duly executed by Parent and the PurchaserThe RPT Form; (vii) a counterpart of the Master Commercial Agreement attached as Exhibit E hereto, pursuant to which certain Seller Entities will provide to the IM Business Entities certain commercial services for a period of two (2) years (the “Master Commercial Agreement”), duly executed by the Purchaser and each Affiliate of the Purchaser named as a party theretoThe RP-5217; (viii) a counterpart of the Intellectual Property Cross-License Agreement attached as Exhibit F hereto (the “IP License Agreement”), duly executed by Parent and the Purchaser; and (ix) a counterpart of the side letter regarding certain acknowledgments and reporting obligations attached as Exhibit G hereto (the “Reporting Letter”), duly excuted by Parent and the Purchaser. (b) At the Closing, the Seller shall deliver, or cause to be delivered, to the Purchaser the following: (i) certificates evidencing the Purchased Shares to the extent that the Purchased Shares are in certificate form (and if not in certificate form, such other appropriate instruments of transfer), duly endorsed in blank or with stock powers duly executed in proper form for transfer, and (without prejudice to Section 5.02(d)) with any required stock transfer stamps affixed thereto, in each case duly executed by the Seller or other Seller Entity, as applicable; (ii) a counterpart of the General Assignment and ▇▇▇▇ of Sale duly executed by the Seller and the Foreign Closing Documents, in each case duly executed by the Seller or other Seller Entity, to the extent applicable; (iii) the certificates to be delivered pursuant to Section 6.02; (iv) a counterpart of the Transition Services Agreement duly executed by each Seller Entity named as a party thereto; (v) a counterpart of the Cincinnati Lease, duly executed by each Seller Entity named as a party thereto; (vi) a counterpart of the Orlando Sublease, duly executed by each Seller Entity named as a party thereto; (vii) a counterpart of the Master Commercial Agreement, duly executed by each Seller Entity named as a party thereto; (viii) a counterpart of the IP License Agreement, duly executed by the SellerThe Form TP-584; (ix) a counterpart The Assignment of the Side Letter, duly executed by the SellerCBAs; (x) resignations or instruments effecting Evidence of authority, good standing (if applicable) and due authorization of Purchaser to enter into the removalwithin transaction and to perform all of its obligations hereunder, effective as including, without limitation, the execution and delivery of all of the Closingclosing documents required by this Agreement, of and setting forth such additional facts, if any, as may be needed to show that the directors transaction is duly authorized and officers of IM Business Entities identified by the Purchaser within fifteen is in conformity with Purchaser’s organizational documents and applicable laws; (15xi) Business Days following the date hereof from such directorships or officesThe Closing Statement; and (xixii) Seller shall deliver Such other instruments or documents which by the terms of this Agreement are required to be delivered by Purchaser at Closing or that may be reasonably required by Title Insurer to effect the Purchaser consummation of the deliverables set forth in Section 6.01(e)of transactions which are the subject of this Agreement. C. Subject to Section 16(C) hereof, the acceptance of the Deed by Purchaser shall be deemed to be full performance and discharge of any and all obligations on the part of Seller to be performed pursuant to the provisions of this Agreement, except where such agreements and obligations are specifically stated to survive.

Closing Deliveries. The purchase and sale of the Offered Shares shall be completed at the Closing Time at the offices of ▇▇▇▇▇▇▇▇ LLP in Vancouver, British Columbia or at such other place as the Lead Agent (aon behalf of the Agents) and the Corporation may agree. At the ClosingClosing Time, the Purchaser shall deliver, or cause to be delivered, to the Seller (or one or more Seller Entities designated by the Seller) the following: Corporation shall: (i) paymentcause the Transfer Agent to electronically deposit the Offered Shares to be issued and sold on the Closing Date or the Over-Allotment Closing Date, by wire transfer(s) as applicable, to one CDS or more bank accounts designated its nominee on behalf of the Agents registered in the name of “CDS & Co.” or in such other name or names as the Agents may notify the Corporation in writing by the Seller (such designation to be made by the Seller at least five (5) Business Days not less than 24 hours prior to the Closing Date)Time to be held by CDS as a non-certificated inventory in accordance with the rules and procedures of CDS; and (ii) duly and validly deliver the Agents’ Warrant Certificates to the Agents, in immediately available Dollars registered as directed by the Agents, against payment by the Agents to the Corporation, at the direction of the Corporation, as applicable, of the aggregate purchase price for the Offered Shares less an amount equal to either (A) if the Estimated Adjustment Amount is zero or positive, the sum Agents’ Fee and a reasonable estimate of the Base Purchase Price plus out-of-pocket fees and expenses of the Estimated Adjustment AmountAgents payable pursuant to Section 15, by wire transfer, or if permitted by applicable Law, certified cheque or bank draft, in Canadian currency payable at par in Vancouver, British Columbia, together with a receipt signed by the Lead Agent (B) if the Estimated Adjustment Amount is negative, the Base Purchase Price minus the absolute value on behalf of the Estimated Adjustment Amount (Agents) for such electronic deposit and for receipt of the amount set forth in clause (A) Agents’ Fee and such estimated expenses. As soon as practicable following the Closing Time on the Closing Date or (B) the Over-Allotment Closing Date, as applicable, the “Closing Purchase Price”); (ii) Agents shall submit an invoice with respect to the certificates to be delivered actual reasonable out of-pocket fees and expenses of the Agents payable by the Corporation pursuant to Section 6.03; (iii) a counterpart 15. In the event that the actual reasonable out-of-pocket fees and expenses of the Transition Services Agreement attached as Exhibit A hereto (Agents payable by the “Transition Services Agreement”), duly executed by Parent and Corporation is less than the Purchaser; (iv) a counterpart of the General Assignments and Bills of Sale for the Purchased Assets, by and between the Seller and the Purchaser, attached as Exhibit B hereto (the “General Assignment and ▇▇▇▇ of Sale”), duly executed by Parent and the Purchaser, and with respect to jurisdictions outside the United States in which the Purchased Assets, Assumed Liabilities, Excluded Assets or Retained Liabilities are located, such bills of sale, stock powers, certificates of title, deeds, assignments and other agreements or instruments of transfer (in a form that is consistent with the terms and conditions of this Agreement, and otherwise customary in such jurisdictions) as and estimated amount thereof paid to the extent necessary to effect the transfer of the Purchased Assets or Excluded Assets or the assumption of the Assumed Liabilities or Retained Liabilities pursuant to this Agreement (the “Foreign Closing Documents”), in each case duly executed by Parent and the Purchaser, to the extent applicable; (v) a counterpart of the Cincinnati Lease, attached as Exhibit C hereto, evidencing the five (5)-year lease to the Purchaser of certain office space in Cincinnati, Ohio (the “Cincinnati Lease”), duly executed by Parent and the Purchaser; (vi) a counterpart of the Orlando Sublease attached as Exhibit D hereto, evidencing the five (5)-year sublease to the Purchaser of certain office space in Orlando, Florida (the “Orlando Sublease”), duly executed by Parent and the Purchaser; (vii) a counterpart of the Master Commercial Agreement attached as Exhibit E hereto, pursuant to which certain Seller Entities will provide to the IM Business Entities certain commercial services for a period of two (2) years (the “Master Commercial Agreement”), duly executed by the Purchaser and each Affiliate of the Purchaser named as a party thereto; (viii) a counterpart of the Intellectual Property Cross-License Agreement attached as Exhibit F hereto (the “IP License Agreement”), duly executed by Parent and the Purchaser; and (ix) a counterpart of the side letter regarding certain acknowledgments and reporting obligations attached as Exhibit G hereto (the “Reporting Letter”), duly excuted by Parent and the Purchaser. (b) At the Agents on Closing, the Seller Agents shall deliver, or cause to be delivered, reimburse the Corporation for the amount of such difference. In the event that the actual reasonable out-of-pocket fees and expenses of the Agents and their counsel payable by the Corporation is greater than the estimated amount thereof paid to the Purchaser Agents on Closing, the following: (i) certificates evidencing Corporation shall promptly pay the Purchased Shares amount of such difference to the extent that the Purchased Shares are in certificate form (and if not in certificate form, such other appropriate instruments of transfer), duly endorsed in blank or with stock powers duly executed in proper form for transfer, and (without prejudice to Section 5.02(d)) with any required stock transfer stamps affixed thereto, in each case duly executed by the Seller or other Seller Entity, as applicable; (ii) a counterpart of the General Assignment and ▇▇▇▇ of Sale duly executed by the Seller and the Foreign Closing Documents, in each case duly executed by the Seller or other Seller Entity, to the extent applicable; (iii) the certificates to be delivered pursuant to Section 6.02; (iv) a counterpart of the Transition Services Agreement duly executed by each Seller Entity named as a party thereto; (v) a counterpart of the Cincinnati Lease, duly executed by each Seller Entity named as a party thereto; (vi) a counterpart of the Orlando Sublease, duly executed by each Seller Entity named as a party thereto; (vii) a counterpart of the Master Commercial Agreement, duly executed by each Seller Entity named as a party thereto; (viii) a counterpart of the IP License Agreement, duly executed by the Seller; (ix) a counterpart of the Side Letter, duly executed by the Seller; (x) resignations or instruments effecting the removal, effective as of the Closing, of the directors and officers of IM Business Entities identified by the Purchaser within fifteen (15) Business Days following the date hereof from such directorships or offices; and (xi) Seller shall deliver to the Purchaser the deliverables set forth in Section 6.01(e)of this AgreementAgents.

Closing Deliveries. (a) At the Closing, the Purchaser shall deliver, or cause to be delivered, to the Seller (or one or more Seller Entities designated by the Seller) the following: (i) payment, by wire transfer(s) to one or more bank accounts designated in writing by the Seller (such designation to be made by the Seller at least five (5) Business Days prior to the Closing Date), in immediately available Dollars an amount equal to either (A) if the Estimated Adjustment Amount is zero or positive, the sum of the Base Purchase Price plus the Estimated Adjustment Amount, or (B) if the Estimated Adjustment Amount is negative, the Base Purchase Price minus the absolute value of the Estimated Adjustment Amount (the amount set forth in clause (A) or (B) as applicable, the “Closing Purchase Price”); (ii) the certificates to be delivered pursuant to Section 6.03; (iii) a counterpart of the Transition Services Agreement attached as Exhibit A hereto (the “Transition Services Agreement”), duly executed by Parent and the Purchaser; (iv) a counterpart of the General Assignments and Bills of Sale for the Purchased Assets, by and between the Seller and the Purchaser, attached as Exhibit B hereto (the “General Assignment and ▇▇▇▇ of Sale”), duly executed by Parent and the Purchaser, and with respect to jurisdictions outside the United States in which the Purchased Assets, Assumed Liabilities, Excluded Assets or Retained Liabilities are located, such bills of sale, stock powers, certificates of title, deeds, assignments and other agreements or instruments of transfer (in a form that is consistent with the terms and conditions of this Agreement, and otherwise customary in such jurisdictions) as and to the extent necessary to effect the transfer of the Purchased Assets or Excluded Assets or the assumption of the Assumed Liabilities or Retained Liabilities pursuant to this Agreement (the “Foreign Closing Documents”), in each case duly executed by Parent and the Purchaser, to the extent applicable; (v) a counterpart of the Cincinnati Lease, attached as Exhibit C hereto, evidencing the five (5)-year lease to the Purchaser of certain office space in Cincinnati, Ohio (the “Cincinnati Lease”), duly executed by Parent and the Purchaser; (vi) a counterpart of the Orlando Sublease attached as Exhibit D hereto, evidencing the five (5)-year sublease to the Purchaser of certain office space in Orlando, Florida (the “Orlando Sublease”), duly executed by Parent and the Purchaser; (vii) a counterpart of the Master Commercial Agreement attached as Exhibit E hereto, pursuant to which certain Seller Entities will provide to the IM Business Entities certain commercial services for a period of two (2) years (the “Master Commercial Agreement”), duly executed by the Purchaser and each Affiliate of the Purchaser named as a party thereto; (viii) a counterpart of the Intellectual Property Cross-License Agreement attached as Exhibit F hereto (the “IP License Agreement”), duly executed by Parent and the Purchaser; and (ix) a counterpart of the side letter regarding certain acknowledgments and reporting obligations attached as Exhibit G hereto (the “Reporting Letter”), duly excuted by Parent and the Purchaser. (b) At the Closing, the Seller shall deliver, or cause deliver to be delivered, to the Purchaser the following: (i) certificates evidencing the Purchased Shares to the extent that the Purchased Shares are in certificate form (and if not in certificate form, such other appropriate instruments of transfer), duly endorsed in blank or with stock powers duly executed in proper form for transfer, and (without prejudice to Section 5.02(d)) with any required stock transfer stamps affixed thereto, in each case duly executed by the Seller or other Seller Entity, as applicable; (ii) a counterpart of the General Assignment and ▇▇▇▇ of Sale duly executed in the form attached as Schedule 1.6(a)-1, and Purchaser shall deliver to Seller an Assumption Agreement in the Form attached as Schedule 1.6(a)-2. Seller shall also deliver such additional endorsements, assignments and instruments of sale, conveyance, transfer and assignment, reasonably satisfactory in form and substance to Purchaser and its counsel, as may be reasonably requested by Purchaser in order to convey to Purchaser title and interest in the Seller Assets, free and clear of all claims, charges, equities, liens, security interests and encumbrances except for the Foreign Closing Documentslien, in each case duly executed by if any, for current taxes not yet due and payable and other minor liens or encumbrances which do not materially affect the Seller use or other Seller Entity, to utility of the extent applicable;Assets ("Permitted Liens"). (iiib) This Agreement shall not constitute an agreement to assign any claim, contract, sublease, lease, commitment, or any claim or right or any benefit arising thereunder or resulting therefrom, if an attempted assignment thereof, without the certificates to be delivered pursuant to Section 6.02; (iv) consent of a counterpart of the Transition Services Agreement duly executed by each Seller Entity named as a third party thereto; (v) a counterpart of the Cincinnati Lease, duly executed by each Seller Entity named as a party thereto; (vi) a counterpart of the Orlando Sublease, duly executed by each Seller Entity named as a party thereto; (vii) a counterpart of the Master Commercial Agreement, duly executed by each Seller Entity named as a party thereto; (viii) a counterpart of the IP License Agreement, duly executed by the Seller; (ix) a counterpart of the Side Letter, duly executed by the Seller; (x) resignations or instruments effecting the removal, effective thereto which has not been obtained as of the Closing, would constitute a breach thereof or in any way affect the rights of Purchaser or Seller thereunder. Upon Purchaser's request, Seller shall use its commercially reasonable efforts, without being required to incur out of pocket expense, to obtain the consent of any party to any Assigned Contract. If such consent is not obtained, or if an attempted assignment thereof would be ineffective or would affect the rights of Seller thereunder so that Purchaser would not in fact receive all such rights, Seller shall cooperate with Purchaser in any reasonable arrangement at no expense to Seller designed to provide for Purchaser the benefits under any such claims, contracts, licenses, subleases, leases or commitments, including enforcement for the benefit of Purchaser of any and all rights of Seller against a third party thereto arising out of the directors breach or cancellation by such third party or otherwise; and officers any transfer or assignment to Purchaser by Seller of IM Business Entities identified by any property or property rights or any contract or agreement which shall require the Purchaser within fifteen (15) Business Days following the date hereof from consent or approval of any third party shall be made subject to such directorships consent or offices; andapproval being obtained. (xic) Seller Purchaser shall pay all sales, transfer or stamp taxes, or similar charges, payable by reason of the sale of the Assets hereunder. (d) Purchaser shall deliver the Purchase Price to Seller at the Purchaser the deliverables set forth in Section 6.01(e)of this AgreementClosing.

Closing Deliveries. (a) At or prior to the Closing, the Purchaser Sellers shall deliver, deliver or cause to be delivered, delivered to the Seller (or one or more Seller Entities designated by the Seller) Buyers the following: (i) payment, by wire transfer(s) all certificates representing the Acquired Interests (or assignment with respect to one or more bank accounts designated in writing by the Seller (such designation to be made by the Seller at least five (5) Business Days prior to the Closing Dateuncertificated Acquired Interests), duly endorsed in immediately available Dollars an amount equal to either blank, free and clear of all Liens (A) if the Estimated Adjustment Amount is zero or positive, the sum of the Base Purchase Price plus the Estimated Adjustment Amount, or (B) if the Estimated Adjustment Amount is negative, the Base Purchase Price minus the absolute value of the Estimated Adjustment Amount (the amount set forth in clause (A) or (B) as applicable, the “Closing Purchase Price”other than transfer restrictions arising under applicable securities Laws); (ii) resignations in form and substance reasonably satisfactory to Buyers of the certificates directors, manager or officers (or any comparable position) of each Acquired Company effective as of the Closing (other than those Persons identified by Buyers prior to be delivered pursuant the Closing with respect to Section 6.03whom such resignation is not required); (iii) a counterpart properly completed and executed Internal Revenue Service (“IRS”) Form W-9 from each Seller; (iv) special warranty or limited warranty deeds (or applicable state equivalents) conveying title to the applicable US Acquired Companies (as designated by Buyers in writing) of the Transition Services Agreement attached as Exhibit A hereto Transferred Real Property, in forms reasonably acceptable to Buyers (collectively, the “Transition Services AgreementDeeds”), duly executed by Parent and the Purchaser; (iv) a counterpart of the General Assignments and Bills of Sale for the Purchased Assets, by and between the Seller and the Purchaser, attached as Exhibit B hereto (the “General Assignment and ▇▇▇▇ of Sale”), duly executed by Parent and the Purchaser, and with respect to jurisdictions outside the United States in which the Purchased Assets, Assumed Liabilities, Excluded Assets or Retained Liabilities are located, such bills of sale, stock powers, certificates of title, deeds, assignments and other agreements or instruments of transfer (in a form that is consistent with the terms and conditions of this Agreement, and otherwise customary in such jurisdictions) as and to the extent necessary to effect the transfer of the Purchased Assets or Excluded Assets or the assumption of the Assumed Liabilities or Retained Liabilities pursuant to this Agreement (the “Foreign Closing Documents”), in each case duly executed by Parent and the Purchaser, to the extent applicableUS Seller; (v) payoff letters in form and substance reasonably satisfactory to Buyers for each instrument of Closing Debt that relates to Debt owed to a counterpart third party (including any Seller or its Affiliates) from the obligees thereunder (A) setting forth the amounts necessary to pay off all Closing Debt under such instrument as of the Cincinnati Lease, attached Closing Date along with the per diem interest amount with respect thereto and (B) containing customary arrangements for such obligees of such Closing Debt to deliver all related Lien releases to Buyers as Exhibit C hereto, evidencing soon as practicable after the five (5)-year lease to the Purchaser of certain office space in Cincinnati, Ohio (the “Cincinnati Lease”), duly executed by Parent and the PurchaserClosing; (vi) a counterpart evidence in form and substance reasonably satisfactory to Buyers that (A) the Contracts set forth on Section 2.4(a)(vi)(A) of the Orlando Sublease attached Disclosure Schedule have been assigned by Seller Parent to one or more of the Acquired Companies (as Exhibit D heretodesignated by Buyers in writing), evidencing (B) the five assets set forth on Section 2.4(a)(vi)(B) of the Disclosure Schedule have been assigned by Seller Parent or Sellers to one or more of the Acquired Companies (5)-year sublease to as designated by Buyers in writing), (C) the Purchaser assets set forth on Section 2.4(a)(vi)(C) of certain office space in Orlando, Florida the Disclosure Schedule (the “Orlando SubleaseTransferred Tangible Assets”)) have been assigned by an Acquired Company to a Seller, duly executed (D) the Liabilities set forth on Section 2.4(a)(vi)(D) of the Disclosure Schedule (the “Legacy ▇▇▇▇▇ Claims”) have been assigned by Parent an Acquired Company to a Seller or Seller Parent, and (E) the PurchaserLien set forth on Section 2.4(a)(vi)(E) of the Disclosure Schedule has been released; (vii) a counterpart of the Master Commercial Agreement attached as Exhibit E hereto, pursuant to which certain Seller Entities will provide to the IM Business Entities certain commercial services for a period of two (2) years (the “Master Commercial Escrow Agreement”), duly executed by US Seller and the Purchaser and each Affiliate of the Purchaser named as a party theretoEscrow Agent; (viii) a counterpart complete and correct copies of the Intellectual Property Cross-License Agreement attached as Exhibit F hereto (the “IP License Agreement”)minute books, duly executed by Parent capital stock registries and the Purchasercorporate records and seals, if any, of each Acquired Company; and (ix) a counterpart of the side letter regarding certain acknowledgments and reporting obligations attached as Exhibit G hereto (the “Reporting Letter”)Transition Services Agreement, duly excuted executed by Parent and the PurchaserSellers. (b) At the Closing, the Seller Buyers shall deliver, deliver or cause to be delivered, to the Purchaser delivered the following: (i) certificates evidencing to each Person listed on the Purchased Shares Debt Payment Schedule, an amount in cash equal to the extent that amount set forth opposite such Person’s name on the Purchased Shares are Debt Payment Schedule, on behalf of the Acquired Companies, which amount shall be paid in certificate form (and if not in certificate form, such other appropriate instruments of transfer), duly endorsed in blank or accordance with stock powers duly executed in proper form for transfer, and (without prejudice to Section 5.02(d)) with any required stock transfer stamps affixed thereto, in each case duly executed by the Seller or other Seller Entity, as applicableinstructions set forth on the Debt Payment Schedule; (ii) a counterpart to each Person listed on the Transaction Expenses Schedule (or to the applicable Acquired Companies to be distributed to the applicable Persons through such Acquired Companies’ payroll system in the case of Transaction Payments, if any), an amount in cash equal to the amount set forth opposite such Person’s name on the Transaction Expenses Schedule, on behalf of the General Assignment Acquired Companies and ▇▇▇▇ of Sale duly executed by Sellers, which amount shall be paid in accordance with the Seller and instructions set forth on the Foreign Closing Documents, in each case duly executed by the Seller or other Seller Entity, to the extent applicableTransaction Expenses Schedule; (iii) the certificates to be delivered pursuant to Section 6.02Escrow Agreement, duly executed by US Buyer and the Escrow Agent; (iv) a counterpart Sellers, an amount in cash equal to the Estimated Purchase Price, less the DSC Escrow Amount, which amount shall be paid to Sellers by wire transfer of immediately available funds to the Transition Services Agreement duly executed by each Seller Entity named as a party theretoaccounts and in the ratios set forth on the Closing Statement; (v) a counterpart the Escrow Agent, an amount in cash equal to the DSC Escrow Amount, by wire transfer of immediately available funds to the Cincinnati Lease, duly executed by each Seller Entity named as a party thereto;DSC Escrow Account; and (vi) a counterpart of the Orlando Sublease, duly executed by each Seller Entity named as a party thereto; (vii) a counterpart of the Master Commercial Transition Services Agreement, duly executed by Buyers. Notwithstanding anything to the contrary herein, any payment by Buyers of any amount listed on the Debt Payment Schedule or the portion of any Transaction Expenses in each Seller Entity named case that is allocated to an International Acquired Company shall be deemed for Canadian Tax purposes to be paid by the International Buyer on behalf of such International Acquired Company as a party thereto; (viii) a counterpart of loan from the IP License Agreement, duly executed by the Seller; (ix) a counterpart of the Side Letter, duly executed by the Seller; (x) resignations or instruments effecting the removal, effective as of the Closing, of the directors and officers of IM Business Entities identified by the Purchaser within fifteen (15) Business Days following the date hereof from International Buyer to such directorships or offices; and (xi) Seller shall deliver to the Purchaser the deliverables set forth in Section 6.01(e)of this AgreementInternational Acquired Company.

Closing Deliveries. Seller shall execute and deliver into escrow at least one (a1) At the Closing, the Purchaser shall deliver, or cause day prior to be delivered, Closing with respect to the Seller (or one or more Seller Entities designated by the Seller) the following: Property: (i) paymenta Grant, by wire transfer(s) to one or more bank accounts designated Bargain and Sale Deed in writing by the Seller (such designation to be made by the Seller at least five (5) Business Days prior to the Closing Date), in immediately available Dollars an amount equal to either (A) if the Estimated Adjustment Amount is zero or positive, the sum of the Base Purchase Price plus the Estimated Adjustment Amount, or (B) if the Estimated Adjustment Amount is negative, the Base Purchase Price minus the absolute value of the Estimated Adjustment Amount (the amount form set forth in clause on Exhibit "B" hereto (A“Deed”) or which shall include a specific deed restriction on condominium conversion for eight (B) 8) years from the date the last certificate of occupancy was issued for the Property and as applicablemore fully set forth therein, the “Closing Purchase Price”); (ii) a ▇▇▇▇ of Sale in the certificates to be delivered pursuant to Section 6.03; (iii) a counterpart of the Transition Services Agreement attached as form set forth on Exhibit A "C" hereto (the “Transition Services Agreement”), duly executed by Parent and the Purchaser; (iv) a counterpart of the General Assignments and Bills of Sale for the Purchased Assets, by and between the Seller and the Purchaser, attached as Exhibit B hereto (the “General Assignment and ▇▇▇▇ of Sale”), duly executed (iii) an Assignment of Service Contracts (for any service contracts which may be assumed by Parent Buyer and the Purchaser, and with respect which Buyer elects to jurisdictions outside the United States in which the Purchased Assets, Assumed Liabilities, Excluded Assets or Retained Liabilities are located, such bills of sale, stock powers, certificates of title, deeds, assignments and other agreements or instruments of transfer (in a form that is consistent with the terms and conditions of this Agreement, and otherwise customary in such jurisdictions) as and assume prior to the extent necessary to effect Approval Date) in the transfer form set forth on Exhibit "D" hereto (“Assignment of the Purchased Assets or Excluded Assets or the assumption of the Assumed Liabilities or Retained Liabilities pursuant to this Agreement (the “Foreign Closing DocumentsService Contracts”), (iv) an Assignment of Leases in each case duly executed the form set forth on Exhibit "E" hereto (“Assignment of Leases”), (v) a FIRPTA Affidavit, (vi) an updated rent roll certified as true, correct, and complete as of Closing by Parent Seller, (vii) affidavits in customary form reasonably acceptable to Title Company (as defined below) to enable Title Company to delete the standard exceptions relating to mechanics' liens, parties in possession and the Purchasercreditor's right exclusion and other exceptions and exclusions from the title insurance policy to be issued at Closing and to issue endorsements as requested by Buyer, (viii) a Tenant’s Notice in the form set forth on Exhibit "F" hereto, (ix) tax certificates and/or other reasonable assurances of payment under Nevada Revised Statutes (“NRS”) 360.525, and if Seller fails to do so, Buyer will withhold such amounts from the Purchase price until such certificates and/or assurances are provided to Buyer’s satisfaction, and (x) any other documents or instruments reasonably requested by Buyer, Title Company and/or Escrow Agent or as otherwise necessary to close the escrow and consummate the purchase of the Property, all in form and substance reasonably satisfactory to Buyer, Title Company and Escrow Agent. At Closing Seller will also deliver to Buyer all original lease and rental agreements, files and records relating to the extent applicable; Property and all other elements of the Property. Buyer shall execute and deliver into escrow at least one (v1) day prior to Closing: (a) a counterpart of the Cincinnati Lease, attached as Exhibit C hereto, evidencing the five assignment of Service Contracts; (5)-year lease to the Purchaser of certain office space in Cincinnati, Ohio (the “Cincinnati Lease”), duly executed by Parent and the Purchaser; (vib) a counterpart of the Orlando Sublease attached as Exhibit D heretoAssignment of Leases; and (c) any other documents or instruments reasonably requested by Seller or Escrow Agent, evidencing all in form and substance reasonably satisfactory to Buyer and Escrow Agent. Additionally, Seller and Buyer shall execute and deliver a State of Nevada Declaration of Value listing the five (5)-year sublease Purchase Price Allocation attributable to the Purchaser of certain office space in Orlandoreal property and improvements located thereon as the purchase price and submit the same for recording with the Deed. Seller, Florida (the “Orlando Sublease”)at its cost and expense, duly executed by Parent shall terminate prior to Closing all management and the Purchaser; (vii) a counterpart of the Master Commercial Agreement attached as Exhibit E hereto, pursuant leasing agreements and all Service Contracts Buyer does not elect to which certain Seller Entities will provide to the IM Business Entities certain commercial services for a period of two (2) years (the “Master Commercial Agreement”), duly executed by the Purchaser and each Affiliate of the Purchaser named as a party thereto; (viii) a counterpart of the Intellectual Property Cross-License Agreement attached as Exhibit F hereto (the “IP License Agreement”), duly executed by Parent and the Purchaser; and (ix) a counterpart of the side letter regarding certain acknowledgments and reporting obligations attached as Exhibit G hereto (the “Reporting Letter”), duly excuted by Parent and the Purchaserassume. (b) At the Closing, the Seller shall deliver, or cause to be delivered, to the Purchaser the following: (i) certificates evidencing the Purchased Shares to the extent that the Purchased Shares are in certificate form (and if not in certificate form, such other appropriate instruments of transfer), duly endorsed in blank or with stock powers duly executed in proper form for transfer, and (without prejudice to Section 5.02(d)) with any required stock transfer stamps affixed thereto, in each case duly executed by the Seller or other Seller Entity, as applicable; (ii) a counterpart of the General Assignment and ▇▇▇▇ of Sale duly executed by the Seller and the Foreign Closing Documents, in each case duly executed by the Seller or other Seller Entity, to the extent applicable; (iii) the certificates to be delivered pursuant to Section 6.02; (iv) a counterpart of the Transition Services Agreement duly executed by each Seller Entity named as a party thereto; (v) a counterpart of the Cincinnati Lease, duly executed by each Seller Entity named as a party thereto; (vi) a counterpart of the Orlando Sublease, duly executed by each Seller Entity named as a party thereto; (vii) a counterpart of the Master Commercial Agreement, duly executed by each Seller Entity named as a party thereto; (viii) a counterpart of the IP License Agreement, duly executed by the Seller; (ix) a counterpart of the Side Letter, duly executed by the Seller; (x) resignations or instruments effecting the removal, effective as of the Closing, of the directors and officers of IM Business Entities identified by the Purchaser within fifteen (15) Business Days following the date hereof from such directorships or offices; and (xi) Seller shall deliver to the Purchaser the deliverables set forth in Section 6.01(e)of this Agreement.

Closing Deliveries. (a) At the Closing, the Purchaser County shall deliver, or cause to be delivered, to the Seller (or one or more Seller Entities designated by the Seller) Buyer each of the following, each of which shall be in form and content reasonably acceptable to Buyer, the County, and their respective counsel: (i) payment, by wire transfer(s) to one or more bank accounts designated in writing by the Seller (such designation to be made by the Seller at least five (5) Business Days prior to the Closing Date), in immediately available Dollars an amount equal to either (A) if the Estimated Adjustment Amount is zero or positive, the sum of the Base Purchase Price plus the Estimated Adjustment Amount, or (B) if the Estimated Adjustment Amount is negative, the Base Purchase Price minus the absolute value of the Estimated Adjustment Amount (the amount set forth in clause (A) or (B) as applicable, the “Closing Purchase Price”)Purchased Assets; (ii) a General Assignment and Bill of Sale respecting the certificates to be delivered pursuant to Section 6.03Plant and Equipment and the Wastewater Collection System in substantially the form of Exhibit B attached hereto (the “Bill of Sale”) duly executed by the County; (iii) a counterpart Deed for the Owned Real Property in substantially the form of the Transition Services Agreement Exhibit C attached as Exhibit A hereto (the “Transition Services AgreementDeed”), duly executed by Parent and the PurchaserCounty; (iv) a counterpart of an Assignment and Assumption Agreement respecting the General Assignments and Bills of Sale for the Purchased Assets, by and between the Seller Assumed Contracts and the Purchaser, Permits and the County's rights with respect to the Customers and Suppliers and the Easements in substantially the form of Exhibit D attached as Exhibit B hereto (the “General Assignment and ▇▇▇▇ of Sale”), duly executed by Parent and the Purchaser, and with respect to jurisdictions outside the United States in which the Purchased Assets, Assumed Liabilities, Excluded Assets or Retained Liabilities are located, such bills of sale, stock powers, certificates of title, deeds, assignments and other agreements or instruments of transfer (in a form that is consistent with the terms and conditions of this Agreement, and otherwise customary in such jurisdictions) as and to the extent necessary to effect the transfer of the Purchased Assets or Excluded Assets or the assumption of the Assumed Liabilities or Retained Liabilities pursuant to this Agreement (the “Foreign Closing Documents”), in each case duly executed by Parent and the Purchaser, to the extent applicable; (v) a counterpart of the Cincinnati Lease, attached as Exhibit C hereto, evidencing the five (5)-year lease to the Purchaser of certain office space in Cincinnati, Ohio (the “Cincinnati Lease”), duly executed by Parent and the Purchaser; (vi) a counterpart of the Orlando Sublease attached as Exhibit D hereto, evidencing the five (5)-year sublease to the Purchaser of certain office space in Orlando, Florida (the “Orlando Sublease”), duly executed by Parent and the Purchaser; (vii) a counterpart of the Master Commercial Agreement attached as Exhibit E hereto, pursuant to which certain Seller Entities will provide to the IM Business Entities certain commercial services for a period of two (2) years (the “Master Commercial Assumption Agreement”), duly executed by the Purchaser and each Affiliate of the Purchaser named as a party theretoCounty; (viiiv) a counterpart Residuals Management Agreement in substantially the form of the Intellectual Property Cross-License Agreement Exhibit E attached as Exhibit F hereto (the “IP License Residuals Management Agreement”), duly executed by Parent the County; (vi) a confirmatory amendment to the Franchise Agreement acknowledging the Closing and the Purchasertransfer of the Purchased Assets, and the resultant extension of the Franchise and the Franchise Area to include the Service Area, all as contemplated in the Franchise Agreement and the Letter of Intent. (vii) all original certificates of title, manufacturer’s statements of origin, bills of sale or other similar title documents for the Plant and Equipment that are in the possession of the County, duly endorsed for transfer, provided that if the County shall be unable to deliver to the Buyer any original certificate of title, manufacturer’s statement of origin, bill of sale or other similar title document in respect of any Plant, Property and Equipment included in the Purchased Assets, the County will deliver a bill of sale or similar title document to the Buyer, in form and substance satisfactory to the Buyer in its sole discretion, with respect to each such item of Plant and Equipment or cooperate with the Buyer’s reasonable requests to obtain any replacement certificate of title or similar title document; (viii) all Permits listed on Schedule 2.1(f), to the extent transferable; (ix) all Required Consents (as defined below in Section 8.4) to be obtained or made by the County; (x) a correct and complete list of the Customers of the County as of the Closing Date; (xi) the certificates required by Sections 9.1 and 9.2; (xii) a certificate evidencing the approval by the Commissioners of the County of the execution and delivery of this Agreement and the Transaction Documents and the consummation of the transactions contemplated hereby; (xiii) duly executed payoff letters or release letters in respect of the Indebtedness of the County as of the Closing from all the lenders thereof, all in form and substance reasonably acceptable to the Buyer (the “Payoff Letters”); (xiv) duly executed UCC-3 termination statements, lien releases or such other release and termination instruments (or copies thereof), as the Buyer shall reasonably request with respect to any and all Liens on the Purchased Assets, including, without limitation, any and all Liens in respect of any Indebtedness to be paid off or refinanced at the Closing, in order to vest all right, title and interest in and to the Purchased Assets free and clear of all Liens; and (ixxv) a counterpart such other documents and instruments as may be reasonably necessary to effect the intent of this Agreement and consummate the side letter regarding certain acknowledgments and reporting obligations attached as Exhibit G hereto (the “Reporting Letter”), duly excuted by Parent and the Purchasertransactions contemplated hereby. (b) At the Closing, the Seller Buyer shall deliver, or cause to be delivered, to the Purchaser each of the following: (i) certificates evidencing the Purchased Shares to the extent that the Purchased Shares are in certificate form (and if not in certificate form, such other appropriate instruments of transfer), duly endorsed in blank or with stock powers duly executed in proper form for transfer, and (without prejudice to Section 5.02(d)) with any required stock transfer stamps affixed thereto, in each case duly executed by the Seller or other Seller Entity, as applicable; (ii) a counterpart of the General Assignment and ▇▇▇▇ Bill of Sale duly executed by the Seller Buyer; (ii) the Assignment and the Foreign Closing Documents, in each case Assumption Agreement duly executed by the Seller or other Seller Entity, to the extent applicableBuyer; (iii) if the certificates Buyer is to be delivered pay any amounts pursuant to Section 6.022.4(a) of this Agreement, the NAV Note, duly executed by the Buyer; (iv) a counterpart of the Transition Services Residuals Management Agreement duly executed by each Seller Entity named as a party theretothe Buyer; (v) a counterpart of the Cincinnati Lease, duly executed certificates required by each Seller Entity named as a party theretoSections 8.1 and 8.2; (vi) a counterpart certificate signed by the Secretary or Assistant Secretary of the Orlando SubleaseBuyer certifying the truth and correctness of attached copies of the certificate of incorporation and bylaws, duly executed by each Seller Entity named as and that the board of directors of the Buyer has approved the execution, delivery of this Agreement, the Transaction Documents to which it is a party thereto;and the consummation of the transactions contemplated hereby; and (vii) a counterpart certificate, dated as of a date no earlier than three days prior to the Master Commercial AgreementClosing Date, duly executed by each Seller Entity named as a party thereto; (viii) a counterpart of the IP License Agreement, duly executed issued by the Seller; (ix) a counterpart applicable Governmental Authority in the State of Delaware, showing that the Side Letter, duly executed by the Seller; (x) resignations or instruments effecting the removal, effective as of the Closing, of the directors Buyer is in good standing and officers of IM Business Entities identified by the Purchaser within fifteen (15) Business Days following the date hereof from authorized to do business in such directorships or offices; and (xi) Seller shall deliver to the Purchaser the deliverables set forth in Section 6.01(e)of this Agreementjurisdiction.

Closing Deliveries. (a) At The closing ("CLOSING") shall take place at 12:00 noon Fort Worth, Texas time on December 21, 2005 at the Closing, offices of the Purchaser shall deliverTitle Company, or cause on such other date as may be agreed to be deliveredin writing by both Seller and Buyer ("CLOSING DATE"), subject, however, to the Seller (or one or more Seller Entities designated by provisions of Section 21 hereof relating to the Seller) the following: (i) payment, by wire transfer(s) to one or more bank accounts designated in writing by the Seller (such designation to be made by the Seller at least five (5) Business Days prior to extension of the Closing Date), in immediately available Dollars an amount equal to either (A) if the Estimated Adjustment Amount is zero or positive, the sum of the Base Purchase Price plus the Estimated Adjustment Amount, or (B) if the Estimated Adjustment Amount is negative, the Base Purchase Price minus the absolute value of the Estimated Adjustment Amount (the amount set forth in clause (A) or (B) as applicable, the “Closing Purchase Price”); (ii) the certificates to be delivered pursuant to Section 6.03; (iii) a counterpart of the Transition Services Agreement attached as Exhibit A hereto (the “Transition Services Agreement”), duly executed by Parent and the Purchaser; (iv) a counterpart of the General Assignments and Bills of Sale for the Purchased Assets, by and between the Seller and the Purchaser, attached as Exhibit B hereto (the “General Assignment and ▇▇▇▇ of Sale”), duly executed by Parent and the Purchaser, and with respect to jurisdictions outside the United States in which the Purchased Assets, Assumed Liabilities, Excluded Assets or Retained Liabilities are located, such bills of sale, stock powers, certificates of title, deeds, assignments and other agreements or instruments of transfer (in a form that is consistent with the terms and conditions of this Agreement, and otherwise customary in such jurisdictions) as and to the extent necessary to effect the transfer of the Purchased Assets or Excluded Assets or the assumption of the Assumed Liabilities or Retained Liabilities pursuant to this Agreement (the “Foreign Closing Documents”), in each case duly executed by Parent and the Purchaser, to the extent applicable; (v) a counterpart of the Cincinnati Lease, attached as Exhibit C hereto, evidencing the five (5)-year lease to the Purchaser of certain office space in Cincinnati, Ohio (the “Cincinnati Lease”), duly executed by Parent and the Purchaser; (vi) a counterpart of the Orlando Sublease attached as Exhibit D hereto, evidencing the five (5)-year sublease to the Purchaser of certain office space in Orlando, Florida (the “Orlando Sublease”), duly executed by Parent and the Purchaser; (vii) a counterpart of the Master Commercial Agreement attached as Exhibit E hereto, pursuant to which certain Seller Entities will provide to the IM Business Entities certain commercial services for a period of two (2) years (the “Master Commercial Agreement”), duly executed by the Purchaser and each Affiliate of the Purchaser named as a party thereto; (viii) a counterpart of the Intellectual Property Cross-License Agreement attached as Exhibit F hereto (the “IP License Agreement”), duly executed by Parent and the Purchaser; and (ix) a counterpart of the side letter regarding certain acknowledgments and reporting obligations attached as Exhibit G hereto (the “Reporting Letter”), duly excuted by Parent and the Purchaser. (b) At the Closing, the Seller shall deliver, or cause deliver to be delivered, to the Purchaser Buyer the following, and it shall be a condition to Buyer's obligation to close that Seller shall have delivered the same to Buyer: (i1) certificates evidencing the Purchased Shares a Special Warranty Deed ("DEED") to the extent that the Purchased Shares are in certificate form (and if not in certificate form, such other appropriate instruments of transfer)Property from Seller, duly endorsed executed and acknowledged by Seller and substantially in blank or with stock powers duly executed in proper the form for transferof EXHIBIT E, and (without prejudice subject to Section 5.02(d)) with any required stock transfer stamps affixed thereto, in each case duly executed by the Seller or other Seller Entity, as applicable;Permitted Encumbrances. (ii2) a counterpart Two (2) original counterparts of the General an Assignment of Warranties and Permits and ▇▇▇▇ of Sale from Seller for the Property, substantially in the form of EXHIBIT F, duly executed by Seller. (3) The Title Company's irrevocable commitment to issue a TLTA Owner Policy of Title Insurance ("OWNER POLICY") to Buyer, at Seller's expense, for the Seller Purchase Price insuring that, upon Closing, Buyer is the owner of indefeasible fee simple title to the Property subject only to the Permitted Encumbrances and the Foreign Closing Documentsstandard printed exceptions included in a Texas Standard Form Owner Policy of Title Insurance, and containing, at Buyer's expense, the following endorsements (if available): comprehensive, survey amendment, access and such other endorsements as may be available in each case duly executed Texas. Without limiting the generality of the foregoing, the printed form exception for restrictive covenants must be deleted unless one or more restrictive covenants are included among the Permitted Encumbrances; there must be no exception for rights of parties in possession (except for the Existing Leases and the Lease), and the standard exception for taxes must read: "Standby fees, taxes and assessments by any taxing authority for the Seller year 2006 and subsequent years, and subsequent taxes and assessments by any taxing authority for prior years due to change in land usage or other Seller Entity, to the extent applicable;ownership." (iii4) the certificates to be delivered pursuant to Seller's affidavit setting forth its U.S. Taxpayer Identification Number, its office address, and its statement that it is not a "foreign person" as defined in Internal Revenue Code Section 6.02;1445(f)(3), as amended. (iv5) a counterpart Four (4) original counterparts of the Transition Services Agreement duly executed by each Seller Entity named as a party thereto; (v) a counterpart of the Cincinnati Lease, duly executed by each Seller Entity named as a party thereto;tenant thereunder. (vi6) a counterpart A Memorandum of Lease concerning the Orlando SubleaseLease, substantially in the form attached hereto as EXHIBIT G, duly executed by each Seller Entity named as a party thereto;Seller. The Memorandum of Lease shall be filed -11- of record by the Title Company immediately after the filing of the Deed by the Title Company. (vii7) An original Secretary's Certificate executed by a counterpart secretary of Seller containing resolutions authorizing the sale of the Master Commercial Property and the execution and delivery of the Lease. (8) An original incumbency certificate for Seller. (9) Original good standing certificates for Seller from the Delaware and Texas Secretaries of State. (10) True and correct copies of all documents evidencing or relating to any of the Intangible Personal Property. (11) A certification by Seller that all representations and warranties made by Seller in Section 5 of this Agreement are true and correct in all material respects on the date of Closing. (12) The REA, duly executed and acknowledged by Seller. (13) Possession and occupancy of the Property, subject to the Permitted Encumbrances and the Existing Leases and the Lease. (14) Four (4) original counterparts of a closing statement (the "CLOSING STATEMENT") for the purchase and sale of the Property, in form and substance reasonably acceptable to Buyer and Seller; provided, however, Seller will use its good faith efforts to deliver to Buyer a proforma Closing Statement at least three (3) business days prior to Closing. (15) An original title affidavit in the form attached hereto as EXHIBIT K and any other customary documents of assurance required by the Title Company to issue the Owner Policy in the form required pursuant to Section 8(b)(3). (16) A legal opinion from the General Counsel of Seller, opining as to the due authorization by Seller of the purchase and sale of the Property hereunder and the due authorization, execution and delivery by Seller of the Lease, and a legal opinion from Seller's outside counsel, ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, L.L.P., opining as to the validity and enforceability of the Lease against Seller, which legal opinions shall be in form and substance reasonably satisfactory to Purchaser and Purchaser's counsel, with reasonable and customary qualifications and assumptions. (17) Immediately available funds via wire transfer in the amount equal to the basic rent payable under the Lease for the month in which the Closing occurs. (18) The certificates of insurance, together with reasonable evidence of payment of the premiums therefor, required under Paragraph 12(b) of the Lease. (19) The letter of credit in the amount of $5,000,000 required under Paragraph 44 of the Lease. (20) The side letter relating to the Lease in the form attached hereto as EXHIBIT M. (21) All other instruments and documents reasonably required by the Title Company to issue the Owner Policy and/or to effectuate this Agreement and the transactions contemplated hereby. (c) At Closing, Buyer shall deliver to Seller the following, and it shall be a condition to Seller's obligation to close that Buyer shall have delivered the same to Seller: (1) Immediately available funds via wire transfer in the amount equal to the Purchase Price less the ▇▇▇▇▇▇▇ Money and any interest earned thereon (subject to any adjustments provided for in this Agreement). (2) A certification by Buyer that all representations and warranties made by Buyer in Section 16 of this Agreement are true and correct in all material respects on the date of Closing. (3) Four (4) original counterparts of the Lease, duly executed by each Seller Entity named Buyer as a party thereto;landlord thereunder. (viii4) a counterpart The Memorandum of Lease duly executed by Buyer. (5) Four (4) original counterparts of the IP License AgreementClosing Statement. (6) The REA, duly executed and acknowledged by Buyer. (7) The side letter relating to the Lease in the form attached hereto as EXHIBIT M. (8) All other instruments and documents reasonably required by the Seller; (ix) a counterpart of Title Company to effectuate this Agreement and the Side Letter, duly executed by the Seller; (x) resignations or instruments effecting the removal, effective as of the Closing, of the directors and officers of IM Business Entities identified by the Purchaser within fifteen (15) Business Days following the date hereof from such directorships or offices; and (xi) Seller shall deliver to the Purchaser the deliverables set forth in Section 6.01(e)of this Agreementtransactions contemplated hereby.