Common use of Closing Delivery and Payment Clause in Contracts

Closing Delivery and Payment. (a) The Closing shall take place at the offices of ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇, P.A. in Minneapolis, Minnesota at 10:00 A.M., Central time, as of the date first set forth above, or at such other time and place as the parties shall mutually agree. The date on which the Closing occurs is called the “Closing Date.” The Closing shall be deemed to occur and be effective as of the close of business on the Closing Date. (b) At the Closing, Parent shall, and, as applicable, shall cause the Asset Selling Corporations to, deliver to Purchaser: (i) a ▇▇▇▇ of sale for the Conveyed Assets that are tangible personal property, in the form attached hereto as Exhibit A (the “▇▇▇▇ of Sale”), executed by the Asset Selling Corporations; (ii) an assignment agreement for the Conveyed Assets that are intangible personal property, in the form attached hereto as Exhibit B, which assignment shall also contain Purchaser’s undertaking and assumption of the Assumed Liabilities (the “Assignment and Assumption Agreement”), executed by the Asset Selling Corporations; (iii) assignments of Purchased IP Rights, each executed by the applicable Asset Selling Corporations in a form provided by Purchaser prior to Closing; (iv) copies of the resolutions (or local equivalent) of the board of directors (or local equivalent) of each Asset Selling Corporation authorizing and approving the transactions contemplated herein; and (v) copies of releases pursuant to UCC-3’s, as applicable, or otherwise, of all Liens held by CIT Healthcare LLC, as Collateral Agent, with respect to the Conveyed Assets. (c) At the Closing, Purchaser shall deliver to the Parent (for itself and as agent for the benefit of the Asset Selling Corporations): (i) the Purchase Price and the Royalty Payment by wire transfer in immediately available funds to one or more accounts specified in writing by Parent on or prior to the Closing Date; (ii) the Assignment and Assumption Agreement, executed by Purchaser; and (iii) copies of the resolutions of the board of directors or committee thereof of Purchaser authorizing and approving the transactions contemplated herein.

Closing Delivery and Payment. (aA) The Closing closing of the purchase and sale of the Shares pursuant to this Agreement (the “Closing”) shall take place at 10:00 a.m. on the date (the “Closing Date”) that is the first (1st) Business Day of the calendar month after the Purchase Price Per Share has been determined in accordance with Section 2.2, the Parties have secured all necessary regulatory approvals for the consummation of the transactions contemplated hereby (as contemplated by Section 10.1) and all other conditions to Closing have been satisfied or waived in writing (other than those conditions that by their nature are to be satisfied at the Closing, and subject to the satisfaction or written waiver of such conditions), at the offices of ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇, P.A. in Minneapolis, Minnesota at 10:00 A.M., Central time, as of the date first set forth aboveCompany, or at such other time and or place as the parties shall Company and Progressive may mutually agree. The date on which . (B) At the Closing occurs is called Closing, subject to the “Closing Date.” The Closing shall be deemed to occur terms and be effective as conditions hereof, each of the close Selling Shareholders will deliver to Progressive certificates for all of business the Shares to be sold by such Selling Shareholder as set forth on Exhibit A, with all required transfer tax stamps attached, accompanied by irrevocable stock powers for the Shares, duly endorsed to Progressive or in blank, and signed by or on behalf of the appropriate Selling Shareholder, which, in the aggregate, will represent all of the Shares to be purchased by Progressive at the Closing. Following receipt of such share certificates by Progressive, Progressive will deliver them to the Company for cancellation, and the Company will cancel such share certificates and will deliver to Progressive a new share certificate representing the total number of Shares acquired by Progressive pursuant to this Agreement. Contemporaneously therewith, subject to the terms and conditions hereof, Progressive shall deliver the aggregate Purchase Price Per Share payable to each of the Selling Shareholders for the Shares sold by such Selling Shareholders to Progressive hereunder (which are as set forth on Exhibit A) by wire transfer of immediately available funds to such account or accounts as the Selling Shareholders shall designate not less than five (5) Business Days prior to the Closing Date. (bC) At the In addition, at Closing, Parent shall, and, as applicable, shall cause the Asset Selling Corporations to, deliver to Purchaser: (i) a ▇▇▇▇ of sale for the Conveyed Assets that are tangible personal property, in the form attached hereto as Exhibit A (the “▇▇▇▇ of Sale”), executed by the Asset Selling Corporations; (ii) an assignment agreement for the Conveyed Assets that are intangible personal property, in the form attached hereto as Exhibit B, which assignment shall also contain Purchaser’s undertaking and assumption of the Assumed Liabilities (the “Assignment and Assumption Agreement”), executed by the Asset Selling Corporations; (iii) assignments of Purchased IP Rights, each executed by the applicable Asset Selling Corporations in a form provided by Purchaser prior to Closing; (iv) copies of the resolutions (or local equivalent) of the board of directors (or local equivalent) of each Asset Selling Corporation authorizing and approving the transactions contemplated herein; and (v) copies of releases pursuant to UCC-3’s, as applicable, or otherwise, of all Liens held by CIT Healthcare LLC, as Collateral Agent, with respect to the Conveyed Assets. (c) At the Closing, Purchaser The Company shall deliver to the Parent Progressive (for itself and a) good standing certificates, dated as agent for the benefit of the Asset Selling Corporations): a date not more than five (i5) the Purchase Price and the Royalty Payment by wire transfer in immediately available funds to one or more accounts specified in writing by Parent on or days prior to the Closing Date;, for the Company and each of its Subsidiaries, issued by the Office of the Secretary of State for the state(s) of incorporation of the respective companies, and (b) copies of each Certificate of Authority then held by the Company and/or any of its Subsidiaries as listed on Exhibit F. (ii) The Company and the Assignment Selling Shareholders shall execute and Assumption Agreementdeliver to Progressive a certificate or certificates referred to in Section 11.3, executed by Purchaser; anddated the Closing Date. (iii) copies Progressive shall execute and deliver to the Company and the Selling Shareholders a certificate referred to in Section 12.3 dated the Closing Date. (iv) The Selling Shareholders will deliver to Progressive written opinions from their respective legal counsel with respect to the matters described at Sections 3.1, 3.2, 3.3, 3.4, 3.5 and 3.7(a) (subject to usual and customary qualifications, exceptions and assumptions), substantially in the forms attached as Exhibit J. (v) The Company will deliver to Progressive a written opinion from its legal counsel as to the matters described in Sections 4.1, 4.2, 4.3, 4.5, 4.6, 4.7, 4.8, 4.9, 4.10, 4.11 and 4.12 hereof (subject to usual and customary qualifications, exceptions and assumptions), in form substantially similar to the form of the resolutions opinion delivered by the Company to Progressive at the closing of the board of directors or committee thereof of Purchaser authorizing and approving the transactions contemplated hereinby the 2012 Purchase Agreement. (vi) Progressive will deliver to the Company and the Selling Shareholders a written opinion from its General Counsel as to the matters described in Sections 5.1, 5.2, 5.3 and 5.4 hereof (subject to usual and customary qualifications, exceptions and assumptions), in form and substance reasonably acceptable to General Counsel of the Company. (vii) Immediately after and subject to the acquisition by Progressive of all of the tendered Shares of the Selling Shareholders, the Company, the Remaining Stockholders (subject to the proviso contained in Section 11.8) and Progressive shall deliver counterparts of the Fourth Amended Stockholders’ Agreement, which shall have been executed by the Company, Progressive and all Remaining Stockholders, including all individuals who are holding options to acquire any shares of the Company's capital stock.

Closing Delivery and Payment. (a) The Closing shall take place If the conditions described in Section 6 hereof have been satisfied or waived, the initial closing of the Offering (the “Closing”) will be held at the offices of ▇▇▇▇▇▇ & Bird LLP, One Atlantic Center, ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, P.A. in Minneapolis▇▇▇▇▇▇▇, Minnesota at 10:00 A.M., Central time, as of the date first set forth above, ▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ or at such other time and place as is agreed upon by the parties shall mutually agreePlacement Agent, the Company and the Issuer Trust as soon as practicable thereafter. The date on which the initial Closing occurs is called held shall be referred to herein as the “Closing Date.” The Closing shall be deemed Company and Placement Agent may agree in writing to occur and be effective as close the sale of the close of business on the Closing Date. (b) At some but not all Securities offered at the Closing, Parent shallto continue the Offering as to the unsold Securities, andif any, as applicableand if additional Securities are thereafter sold to conduct one or more subsequent closings (each, a “Subsequent Closing”) on one or more subsequent dates (each, a “Subsequent Closing Date”). Each Subsequent Closing and Subsequent Closing Date shall cause be identified by a sequential number, and will be held at the Asset Selling Corporations to, deliver to Purchaser: (i) a offices of ▇▇▇▇▇▇ of sale for the Conveyed Assets that are tangible personal property& Bird LLP, in the form attached hereto as Exhibit A (the “One Atlantic Center, ▇▇▇▇ of Sale”)▇. ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, executed ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇, or such other places as mutually agreed upon by the Asset Selling Corporations; (ii) an assignment agreement for Placement Agent, the Conveyed Assets that are intangible personal propertyCompany and the Issuer Trust, in upon not less than three business days’ prior notice, subject to the form attached hereto as Exhibit Bterms and conditions hereof, which assignment shall also contain Purchaserthe Company’s undertaking and assumption of the Assumed Liabilities (the “Assignment and Assumption Agreement”), executed by the Asset Selling Corporations; (iii) assignments of Purchased IP Rights, each executed by the applicable Asset Selling Corporations in a form provided by Purchaser prior to Closing; (iv) copies of the resolutions (or local equivalent) of the board of directors (or local equivalent) of each Asset Selling Corporation authorizing and approving the transactions contemplated herein; and (v) copies of releases pursuant to UCC-3’s, as applicable, or otherwise, reaffirmation of all Liens held by CIT Healthcare LLCits representations, as Collateral Agent, with respect to the Conveyed Assets. (c) At the Closing, Purchaser shall deliver to the Parent (for itself warranties and as agent for the benefit of the Asset Selling Corporations): (i) the Purchase Price covenants herein and the Royalty Payment by wire transfer in immediately available funds to one or more accounts specified in writing by Parent on or delivery of all legal and other opinions required hereunder. Not less than two full business days prior to the Closing Date; (ii) the Assignment and Assumption Agreementeach Subsequent Closing, executed Capital Securities in definitive form and in authorized denominations shall be made available by Purchaser; and (iii) copies or on behalf of the resolutions Company and the Issuer Trust to the Placement Agent and the Property Trustee for inspection, checking and delivery to The Depository Trust Company (“DTC”) or its custodian. As part of the board Closing and each Subsequent Closing, the Company will pay the Placement Agent Fee and those expenses theretofore actually incurred as provided in Sections 1(d), 6 and 8. The time and date for the delivery of directors or committee thereof the certificates representing the Capital Securities sold at the Closing Date and each Subsequent Closing Date shall be sequentially numbered as a “Time of Purchaser authorizing and approving the transactions contemplated hereinDelivery.”

Closing Delivery and Payment. The closing of the purchase and sale of the Securities under this Agreement (athe “Closing”) The Closing shall take place at 5pm New York City time on February 6th, 2012 (the offices “Closing Date”), subject to the satisfaction (or waiver as provided herein) of the conditions set forth in Section 6 (other than those conditions that by their nature will be satisfied at the Closing), unless another time or date is agreed to in writing by the parties. This Agreement, the Second Amendment to the Amended and Restated Shareholders Agreement of the Company attached hereto as Exhibit A (the “Second Amendment”), the three (3) Heads of Agreements attached hereto as Exhibit B (collectively, the “Heads of Agreement”) and all other agreements, certificates, documents and instruments furnished in connection herewith or therewith at or prior to the Closing are referred to collectively herein as the “Closing Documents”. The parties agree that the delivery of this Agreement, the Closing Documents and any other documents at the Closing may be effected by means of an exchange of facsimile signatures with original copies to follow by mail or courier service. 2.1 At the Closing, subject to the terms and conditions hereof, the Company shall deliver to the Purchaser the following: (a) a duly executed counterpart to the Second Amendment; (b) a duly executed Heads of Agreement; (c) a duly executed stock certificate representing the Securities registered in the name of the Purchaser; (d) a certificate of good standing as to the Company issued by the Secretary of State of the State of Delaware, dated as of a date within five (5) business days of the Closing Date; (e) a certificate of good standing as to each of the Subsidiaries issued by the Secretary of State, or similar governmental authority, in each such Subsidiaries’ jurisdiction of organization, dated as of a date within five (5) business days of the Closing Date; (f) a certificate of the secretary of the Company in a form satisfactory to the Purchaser certifying as to (i) the incumbency of the officers executing the Closing Documents on behalf of the Company, (ii) the resolutions of the Board of Directors and, to the extent required under applicable law, the shareholders, of the Company duly authorizing the transactions contemplated by this Agreement and the other Closing Documents, and (iii) the Bylaws of the Company as in effect at the time of the Closing, and (iv) the Amended and Restated Certificate of Incorporation of the Company as in effect at the time of the Closing; (g) a certificate of each of ▇▇▇▇-▇▇▇▇▇▇▇▇ & Huc, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and ▇▇▇ ▇▇▇▇▇▇ (the “Key Company Personnel”) pursuant to Section 6.5 hereof; (h) copies of all consents, P.A. waivers and other approvals required in Minneapolisconnection with execution, Minnesota at 10:00 A.M.delivery and performance of this Agreement and the other Closing Documents and the other transactions contemplated hereunder and thereunder. 2.2 At the Closing, Central timesubject to the terms and conditions hereof, as the Purchaser shall pay the Purchase Price by wire transfer of immediately available funds to an account designated in writing by the Company not less than two business days prior to the Closing and shall deliver to the Company the following: (a) a duly executed counterpart of the date first set forth above, or at such other time and place as the parties shall mutually agree. The date on which the Closing occurs is called the “Closing Date.” The Closing shall be deemed to occur and be effective as of the close of business on the Closing Date.Second Amendment; (b) At the Closing, Parent shall, and, as applicable, shall cause the Asset Selling Corporations to, deliver to Purchaser:a duly executed Heads of Agreement; (ic) a ▇▇▇▇ of sale for the Conveyed Assets that are tangible personal property, duly executed Undertaking in the form attached hereto as Exhibit A (the “▇▇▇▇ of Sale”), executed by the Asset Selling Corporations;C; and (iid) an assignment agreement for the Conveyed Assets that are intangible personal property, a duly executed Accredited Investor Certificate in the form attached hereto as Exhibit B, which assignment shall also contain Purchaser’s undertaking and assumption of the Assumed Liabilities (the “Assignment and Assumption Agreement”), executed by the Asset Selling Corporations; (iii) assignments of Purchased IP Rights, each executed by the applicable Asset Selling Corporations in a form provided by Purchaser prior to Closing; (iv) copies of the resolutions (or local equivalent) of the board of directors (or local equivalent) of each Asset Selling Corporation authorizing and approving the transactions contemplated herein; and (v) copies of releases pursuant to UCC-3’s, as applicable, or otherwise, of all Liens held by CIT Healthcare LLC, as Collateral Agent, with respect to the Conveyed Assets. (c) At the Closing, Purchaser shall deliver to the Parent (for itself and as agent for the benefit of the Asset Selling Corporations): (i) the Purchase Price and the Royalty Payment by wire transfer in immediately available funds to one or more accounts specified in writing by Parent on or prior to the Closing Date; (ii) the Assignment and Assumption Agreement, executed by Purchaser; and (iii) copies of the resolutions of the board of directors or committee thereof of Purchaser authorizing and approving the transactions contemplated herein.D.

Closing Delivery and Payment. (a) The Closing shall take place at the places specified in the Foreign Implementing Agreements and at the offices of ▇▇▇▇Weil, Gotshal & ▇▇▇▇▇▇ & ▇▇▇▇▇LLP, P.A. in MinneapolisNew York, Minnesota New York, at 10:00 A.M., Central New York time, as on the second Business Day following the satisfaction or waiver of the date first set forth aboveconditions precedent specified in Article VI (other than the conditions to be satisfied on the Closing Date, but subject to the waiver or satisfaction of such conditions), or at such other time times and place places as the parties shall hereto may mutually agree, but in no event prior to the last week of January 1998. The date on which the Closing occurs is called the “"Closing Date.” ". The Closing shall be deemed to occur and be effective as of the close of business on the Closing Date. (b) At the Closing, Parent shall, and, as applicable, shall cause the Asset Selling Corporations to, deliver to Purchaser: (i) Pfizer shall deliver to Purchaser (u) certificates representing the Shares duly endorsed and in form for transfer to Purchaser, (v) the certificate referred to in Section 6.2(a) hereof, (w) executed copies of the Transitional Services Agreement and the Transitional Intellectual Property License Agreement, (x) executed copies of any licenses required by Section 2.2(a)(v), (y) a ▇▇▇▇ of sale receipt for the Aggregate Payment and (z) a good standing certificate for each of Pfizer and the Conveyed Assets that are tangible personal property, in Subsidiaries and a certificate of the form attached hereto Secretary or an Assistant Secretary of Pfizer as Exhibit A (to the “▇▇▇▇ of Sale”), executed resolutions adopted by the Asset Selling Corporations; Board of Directors of Pfizer relating to the transactions contemplated hereby, and (ii) an assignment agreement for the Conveyed Assets that are intangible personal property, in the form attached hereto as Exhibit B, which assignment shall also contain Purchaser’s undertaking and assumption of the Assumed Liabilities (the “Assignment and Assumption Agreement”), executed by the Asset Selling Corporations; (iii) assignments of Purchased IP Rights, each executed by the applicable Asset Selling Corporations in a form provided by Purchaser prior to Closing; (iv) copies of the resolutions (or local equivalent) of the board of directors (or local equivalent) of each Asset Selling Corporation authorizing and approving the transactions contemplated herein; and (v) copies of releases pursuant to UCC-3’s, as applicable, or otherwise, of all Liens held by CIT Healthcare LLC, as Collateral Agent, with respect shall deliver to the Conveyed Assetsapplicable Purchaser Affiliate the instruments and documents required by the applicable Foreign Implementing Agreements to be delivered by such Asset Selling Corporation. (c) At the Closing, (i) Purchaser shall deliver to the Parent Seller Corporations (for itself and as agent for v) the benefit sum of the Asset Selling Corporations): (i) the Purchase Price and the Royalty Aggregate Payment by wire transfer in immediately available funds to one or more accounts specified in writing by Parent Pfizer on or prior to the Closing Date; Date (w) the certificate referred to in Section 6.3(a) hereof, (x) executed assumption agreements and all other instruments appropriate to evidence Purchaser's assumption of the Assumed Liabilities, (y) executed copies of the Transitional Services Agreement and the Transitional Intellectual Property License Agreement and (z) a good standing certificate for Purchaser and a certificate of the Secretary or an Assistant Secretary of Purchaser as to the resolutions adopted by the Board of Directors of Purchaser relating to the transactions contemplated hereby, and (ii) each Purchaser Affiliate shall deliver to the Assignment applicable Asset Selling Corporation the instruments and Assumption Agreement, executed documents required by Purchaser; and (iii) copies of the resolutions of the board of directors or committee thereof of applicable Foreign Implementing Agreements to be delivered by such Purchaser authorizing and approving the transactions contemplated hereinAffiliate.

Closing Delivery and Payment. (a) The Closing shall take place at the offices of ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇, P.A. in Minneapolis, Minnesota at 10:00 A.M., Central time, as of on the date first set forth aboveof this Agreement, or at such other time times and place places as the parties shall hereto may mutually agree. The date on which the Closing occurs is called the “"Closing Date.” The Closing shall be deemed to occur and be effective as of the close of business 12:01 a.m., central standard time, on the Closing Date. (b) At the Closing, Parent shall, and, as applicable, shall cause the Asset Selling Corporations to, deliver to Purchaser: (i) a ▇▇▇▇ of sale for the Conveyed Assets that are tangible personal property, in the form attached hereto as Exhibit A (the “▇▇▇▇ of Sale”), executed by the Asset Selling Corporations; (ii) property and an assignment agreement for the Conveyed Assets that are intangible personal property, in the form attached hereto as Exhibit B, which assignment shall also contain Purchaser’s undertaking and assumption of the Assumed Liabilities A (the “Assignment ▇▇▇▇ of Sale and Assumption AgreementAssumption”), executed by the Asset Selling Corporations; (iiiii) assignments of Purchased IP RightsRights for filing with the United States Patent and Trademark Office, each executed by the applicable Asset Selling Corporations Corporations; (iii) a transition agreement with respect to the Conveyed Assets in a substantially the form provided set forth as Exhibit B (the “Transition Agreement”), executed by Purchaser prior to Closingthe applicable Asset Selling Corporations; (iv) copies of the resolutions (or local equivalent) of the board of directors (or local equivalent) of each Asset Selling Corporation and the Parent authorizing and approving the transactions contemplated herein; and; (v) copies of releases pursuant to UCC-3’s, as applicable, or otherwise, of all Liens held by CIT Healthcare LLC, as Collateral Agent, with respect to the Conveyed Assets; and (vi) a License Agreement in substantially the form set forth as Exhibit C (the “License Agreement”), executed by Parent. (c) At the Closing, Purchaser shall deliver to the Parent (for itself and as agent for the benefit of the Asset Selling Corporations): (i) the Purchase Price and the Royalty Payment by wire transfer in immediately available funds to one or more accounts specified in writing by Parent on or at least three Business Days prior to the Closing Date; (ii) the Assignment ▇▇▇▇ of Sale and Assumption Agreement, executed by Purchaser; (iii) the Transition Agreement, executed by Purchaser; (iv) the License Agreement executed by Purchaser; and (iiiv) copies of the resolutions of the board of directors or committee thereof of Purchaser authorizing and approving the transactions contemplated herein.

Closing Delivery and Payment. (a) The Closing shall take place at the offices of ▇F▇▇▇▇▇▇▇▇▇ & ▇B▇▇▇▇, P.A. in Minneapolis, Minnesota at 10:00 A.M., Central time, as on the later of January 1, 2011 or the third (3rd) Business Day following the satisfaction or waiver of the date first set forth aboveconditions precedent specified in Article 6, or at such other time times and place places as the parties shall hereto may mutually agree. The date on which the Closing occurs is called the “Closing Date.” shall be January 1, 2011. The Closing shall be deemed to occur and be effective as of the close of business 12:01 a.m. on the Closing Date. (b) At the Closing, Parent shall, and, as applicable, Seller shall cause the Asset Selling Corporations to, deliver to Purchaser: (i) a ▇b▇▇▇ of sale for the Conveyed Assets that are tangible personal property, in the form attached hereto as Exhibit A (the “▇B▇▇▇ of Sale”), executed by the Asset Selling CorporationsSeller; (ii) an assignment agreement for the Conveyed Assets that are intangible personal property, in the form attached hereto as Exhibit B, which assignment shall also contain Purchaser’s undertaking and assumption of the Assumed Liabilities (the “Assignment and Assumption Agreement”), executed by the Asset Selling CorporationsSeller; (iii) assignments of Purchased IP Rightsthe Secretary’s Certificate, each executed in the form attached hereto as Exhibit C, dated the Closing Date and signed by the applicable Asset Selling Corporations in a form provided by Purchaser prior to ClosingSecretary or an Assistant Secretary of Seller; (iv) the Officer’s Certificate, in the form attached hereto as Exhibit D, dated the Closing Date and signed by a duly authorized officer of Seller; (v) the Covenant-Not-To-Compete Agreements, in the form attached hereto as Exhibit G, executed by Seller and each Key Employee; (vi) the Purchaser Lease Agreement, as attached hereto as Exhibit H, executed by Seller; (vii) the Seller Sublease Agreement, as attached hereto as Exhibit I, executed by Seller; (viii) the Manufacturing Agreement, as attached hereto as Exhibit J, executed By Seller; (ix) copies of the resolutions (or local equivalent) of the board Board of directors (or local equivalent) Directors of each Asset Selling Corporation Seller authorizing and approving the transactions contemplated herein; (x) a certification of Seller that the Seller’s shareholders have authorized and approved the transactions contemplated herein; and (vxi) copies such other instruments and documents that may be reasonably requested or required by Purchaser to consummate the transfer of releases the Conveyed Assets and assignment and assumption of the Assumed Liabilities pursuant to UCC-3’s, as applicable, or otherwise, of all Liens held by CIT Healthcare LLC, as Collateral Agent, with respect to the Conveyed Assetsthis Agreement. (c) At the Closing, Purchaser shall deliver to the Parent (for itself and as agent for the benefit of the Asset Selling Corporations):Seller: (i) i. the Purchase Price and the Royalty Payment by wire transfer in immediately available funds to one or more accounts specified in writing by Parent Seller on or prior to the Closing Date; (ii. the certificate referred to in Section 6.3(a) hereof; (iii. the Assignment and Assumption Agreement, as attached hereto as Exhibit B executed by Purchaser; and; (iiiiv. the Secretary’s Certificate, in the form attached hereto as Exhibit E, dated the Closing Date and signed by the Secretary or an Assistant Secretary of Purchaser; (v.) copies the Officer’s Certificate, in the form attached hereto as Exhibit F, dated the Closing Date and signed by a duly authorized officer of Purchaser; (vi.) the resolutions of the board of directors or committee thereof of Purchaser authorizing and approving the transactions contemplated herein.Lease Agreement, as attached hereto as Exhibit H, executed by Seller;

Closing Delivery and Payment. (a) The Closing Subject to the terms and conditions of this Agreement, the closing of the transactions contemplated hereby (the “Closing”) shall take place on the date hereof (the “Closing Date”) at the offices of Dechert LLP, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ & ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, P.A. in Minneapolis, Minnesota at 10:00 A.M., Central time, as of the date first set forth above, or at such other time and place as the parties shall mutually agree. The date on which the Closing occurs is called the “Closing Date.” The Closing shall be deemed to occur and be effective as of the close of business on the Closing Date. (b) At the Closing, Parent the Buyer shall, and, as applicable, shall cause the Asset Selling Corporations to, deliver to Purchaser: (i) initiate a wire transfer of immediately available funds for the Purchase Price and the Escrow Funds; (ii) execute and deliver, or cause an Affiliate to execute and deliver, to the Company: (1) a ▇▇▇▇ of sale for the Conveyed Assets that are tangible personal property, Sale in the form attached hereto as Exhibit A (the “▇▇▇▇ of Sale”), executed by the Asset Selling Corporations; (ii2) an assignment agreement for the Conveyed Assets that are intangible personal property, a Patent Assignment in the form attached hereto as Exhibit B, which assignment shall also contain Purchaser’s undertaking and assumption of the Assumed Liabilities B (the “Patent Assignment”); (3) a Trademark Assignment in the form attached hereto as Exhibit C (the “Trademark Assignment”); (4) a Transition Agreement in the form attached hereto as Exhibit D (the “Transition Agreement”); (5) an Assignment and Assumption Agreement”), executed by Agreement in the Asset Selling Corporationsform attached hereto as Exhibit E; (iii6) assignments of Purchased IP Rights, each executed by the applicable Asset Selling Corporations in a form provided by Purchaser prior to Closing; (iv) copies of the resolutions (or local equivalent) of the board of directors (or local equivalent) of each Asset Selling Corporation authorizing and approving the transactions contemplated hereinan Escrow Agreement; and (v7) copies of releases pursuant to UCC-3’s, as applicable, or otherwise, of all Liens held by CIT Healthcare LLC, as Collateral Agent, with respect letters from the Buyer to the Conveyed AssetsFDA assuming responsibility for the applicable Transferred Regulatory Authorization issued by the FDA, in the forms attached hereto as Exhibit F (the “Buyer NDA Letters”). (c) At the Closing, Purchaser shall deliver to the Parent (for itself and as agent for the benefit of the Asset Selling Corporations):Company shall: (i) the Purchase Price execute and the Royalty Payment by wire transfer in immediately available funds to one or more accounts specified in writing by Parent on or prior deliver to the Closing DateBuyer: (1) the ▇▇▇▇ of Sale; (ii2) the Patent Assignment; (3) the Trademark Assignment; (4) the Transition Agreement; (5) the Assignment and Assumption Agreement; (6) the Escrow Agreement; (7) letters from the Company to the FDA transferring to the Buyer the rights to the applicable Transferred Regulatory Authorization issued by the FDA, executed by Purchaserin the forms attached hereto as Exhibit G (the “Company NDA Letters”); and (iii8) such other instruments of transfer, conveyance and assignment as the Buyer may reasonably request in order to effect the sale, transfer, conveyance and assignment to the Buyer of all right, title and interest in and to the Transferred Assets (the “Additional Transfer Documents” and, together with the ▇▇▇▇ of Sale, the Patent Assignment, the Trademark Assignment, the Company NDA Letters, the Buyer NDA Letters, the Transition Agreement, and the Escrow Agreement, the “Ancillary Agreements”); and (ii) deliver to the Buyer (1) all of the Transferred Assets of a tangible nature and (2) copies of the resolutions of the board of directors or committee thereof of Purchaser authorizing and approving the transactions contemplated hereinRequired Consents.

Closing Delivery and Payment. (a) The Closing shall take place If the conditions described in Section 6 hereof have been satisfied or waived, the initial closing of the Offering (the "Closing") will be held at the offices of ▇▇▇▇▇▇ & Bird LLP, One Atlantic Center, ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇, or such other place as is agreed upon by the Placement Agents, the Company and the Issuer Trust, as soon as practicable thereafter. The date on which the initial Closing is held shall be referred to herein as the "Closing Date." The Company and Placement Agents may agree in writing to close the sale of some but not all Securities offered at the Closing, to continue the Offering as to the unsold Securities, if any, and if additional Securities are thereafter sold to conduct one or more subsequent closings (each, a "Subsequent Closing") on one or more subsequent dates (each, a "Subsequent Closing Date"). Each Subsequent Closing and Subsequent Closing Date shall be identified by a sequential number and will be held at the offices of ▇▇▇▇▇▇ & Bird LLP, One Atlantic Center, ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, P.A. in Minneapolis▇▇▇▇▇▇▇, Minnesota at 10:00 A.M., Central time, as of the date first set forth above, or at such other time and place as the parties shall mutually agree. The date on which the Closing occurs is called the “Closing Date.” The Closing shall be deemed to occur and be effective as of the close of business on the Closing Date. (b) At the Closing, Parent shall, and, as applicable, shall cause the Asset Selling Corporations to, deliver to Purchaser: (i) a ▇▇▇▇▇▇▇ of sale for the Conveyed Assets that are tangible personal property, in the form attached hereto as Exhibit A (the “▇▇▇▇ of Sale”)▇▇-▇▇▇▇, executed or such other places as mutually agreed upon by the Asset Selling Corporations; (ii) an assignment agreement for Placement Agents, the Conveyed Assets that are intangible personal propertyCompany and the Issuer Trust, in upon not less than three business days' prior notice, subject to the form attached hereto as Exhibit Bterms and conditions hereof, which assignment shall also contain Purchaser’s undertaking and assumption of the Assumed Liabilities (the “Assignment and Assumption Agreement”), executed by the Asset Selling Corporations; (iii) assignments of Purchased IP Rights, each executed by the applicable Asset Selling Corporations in a form provided by Purchaser prior to Closing; (iv) copies of the resolutions (or local equivalent) of the board of directors (or local equivalent) of each Asset Selling Corporation authorizing and approving the transactions contemplated herein; and (v) copies of releases pursuant to UCC-3’s, as applicable, or otherwise, Company's reaffirmation of all Liens held by CIT Healthcare LLCits representations, as Collateral Agent, with respect to the Conveyed Assets. (c) At the Closing, Purchaser shall deliver to the Parent (for itself warranties and as agent for the benefit of the Asset Selling Corporations): (i) the Purchase Price covenants herein and the Royalty Payment by wire transfer in immediately available funds to one or more accounts specified in writing by Parent on or delivery of all legal and other opinions required hereunder. Not less than two full business days prior to the Closing Date; (ii) the Assignment and Assumption Agreementeach Subsequent Closing, executed Capital Securities in definitive form and in authorized denominations shall be made available by Purchaser; and (iii) copies or on behalf of the resolutions Company and the Issuer Trust to the Placement Agents and the Property Trustee for inspection, checking and delivery to The Depository Trust Company ("DTC") or its custodian. As part of the board Closing and each Subsequent Closing, the Company will pay the Placement Agent Fee. The time and date for the delivery of directors or committee thereof the certificates representing the Capital Securities sold at the Closing Date and each Subsequent Closing Date shall be sequentially numbered as a "Time of Purchaser authorizing and approving the transactions contemplated hereinDelivery."

Closing Delivery and Payment. (a) The Closing Subject to the terms of Section 5 hereof, the initial closing of the sale and purchase of the Shares under this Agreement (the "Initial Closing") shall take place substantially simultaneously with the closing of the Merger (the date of such closing shall be referred to herein as the "Initial Closing Date"). As promptly as practicable but in any event, not later than 9:00 a.m. on the Initial Closing Date, the Company shall notify each Purchaser of the aggregate number of Shares which the Company shall issue and sell at the offices of ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇, P.A. Initial Closing (the "Initial Closing Shares") and the Pro Rata Portion (as defined in Minneapolis, Minnesota at 10:00 A.M., Central time, as paragraph (d) below) of the date first set forth above, or Initial Closing Shares which each Purchaser shall be required to purchase and pay for at such other time and place as the parties shall mutually agreeInitial Closing. The date on which the Initial Closing occurs is called the “Closing Date.” The Closing Shares shall be deemed to occur and be effective as determined by the Special Committee of the close Board of business on the Closing DateCompany's Board of Directors (the "Special Committee") in its sole discretion but, in any event, shall not be less than 3 million Shares. (b) At If the number of Initial Closing Shares is less than the aggregate Maximum Amount of all Purchasers (the "Aggregate Maximum Amount"), then each Purchaser shall purchase and pay for and the Company shall issue and sell to such Purchaser at the Subsequent Closings (as defined below), such Purchaser's Pro Rata Portion of a number of Shares equal to the excess of the Maximum Aggregate Amount over the number of Initial Closing Shares (such excess being referred to as the "Excess Shares"); provided, however, that the Special Committee shall have the right, exercisable until the consummation of the Initial Closing, Parent shallin its sole discretion, and, as applicable, shall cause to reduce the Asset Selling Corporations to, deliver total number of Excess Shares to Purchaser: (i) a ▇▇▇▇ lesser amount provided that the total number of sale for the Conveyed Assets that are tangible personal property, in the form attached hereto as Exhibit A (the “▇▇▇▇ of Sale”), executed by the Asset Selling Corporations; (ii) an assignment agreement for the Conveyed Assets that are intangible personal property, in the form attached hereto as Exhibit B, which assignment shall also contain Purchaser’s undertaking and assumption of the Assumed Liabilities (the “Assignment and Assumption Agreement”), executed by the Asset Selling Corporations; (iii) assignments of Purchased IP Rights, each executed by the applicable Asset Selling Corporations in a form provided by Purchaser prior Shares to Closing; (iv) copies of the resolutions (or local equivalent) of the board of directors (or local equivalent) of each Asset Selling Corporation authorizing and approving the transactions contemplated herein; and (v) copies of releases pursuant to UCC-3’s, as applicable, or otherwise, of all Liens held by CIT Healthcare LLC, as Collateral Agent, with respect be issued to the Conveyed Assets. Purchasers hereunder (cincluding the Initial Closing Shares) At shall not be less than an aggregate of 6 million Shares. The Excess Shares shall be issued and paid for in two equal installments at closings to be held (each, a "Subsequent Closing") on October 15, 2003 and April 15, 2004 or the Closing, Purchaser shall deliver to the Parent (for itself and as agent for the benefit of the Asset Selling Corporations): (i) the Purchase Price and the Royalty Payment by wire transfer in immediately available funds to one or more accounts specified in writing by Parent on or prior to the Closing Date; (ii) the Assignment and Assumption Agreement, executed by Purchaser; and (iii) copies of the resolutions of the board of directors or committee thereof of Purchaser authorizing and approving the transactions contemplated herein.next Business Day thereafter if any such day is not a

Closing Delivery and Payment. (a) The Closing completion of the purchase and sale of the Shares (the “Closing”) shall take place at the offices of ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇no later than May 31, P.A. in Minneapolis, Minnesota at 10:00 A.M., Central time, as of the date first set forth above, 2013 or at such other time date as is mutually agreed by the Company and place as the parties shall mutually agree. The date on which the Closing occurs is called Purchaser (the “Closing Date.” The Closing shall be deemed to occur ”) at such place as the Company and be effective as the Purchaser may mutually agree, including remotely via the exchange of the close of business on the Closing Datesigned documents by email. (b) At the Closing, Parent shall, and, as applicable, the Purchaser shall cause the Asset Selling Corporations to, deliver to the Company via wire transfer of immediately available funds an amount equal to aggregate purchase price for the Shares being purchased by such Purchaser to an account designated by the Company. The Company shall thereafter promptly deliver the Shares purchased by the Purchaser to such Purchaser through DTC directly to the account of the applicable DTC holder as set forth on the signature page executed by the Purchaser. (c) The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met: (i) a ▇▇▇▇ the truth and accuracy in all material respects on the Closing Date of sale for the Conveyed Assets that are tangible personal property, in representations and warranties of the form attached hereto as Exhibit A (the “▇▇▇▇ of Sale”), executed by the Asset Selling CorporationsPurchasers contained herein; (ii) an assignment agreement for the Conveyed Assets that are intangible personal propertyall obligations, in the form attached hereto as Exhibit B, which assignment shall also contain Purchaser’s undertaking covenants and assumption agreements of the Assumed Liabilities (the “Assignment and Assumption Agreement”), executed by the Asset Selling Corporations; (iii) assignments of Purchased IP Rights, each executed by the applicable Asset Selling Corporations in a form provided by Purchaser prior required to Closing; (iv) copies of the resolutions (or local equivalent) of the board of directors (or local equivalent) of each Asset Selling Corporation authorizing and approving the transactions contemplated herein; and (v) copies of releases pursuant to UCC-3’s, as applicable, or otherwise, of all Liens held by CIT Healthcare LLC, as Collateral Agent, with respect to the Conveyed Assets. (c) At the Closing, Purchaser shall deliver to the Parent (for itself and as agent for the benefit of the Asset Selling Corporations): (i) the Purchase Price and the Royalty Payment by wire transfer in immediately available funds to one or more accounts specified in writing by Parent on be performed at or prior to the Closing Date; (ii) the Assignment and Assumption Agreement, executed by PurchaserDate shall have been performed or waived; and (iii) copies the delivery by the Purchaser of the resolutions Purchaser’s aggregate purchase price. (d) The obligations of the board Purchaser hereunder in connection with the Closing are subject to the following conditions being met: (i) the truth and accuracy in all material respects on the Closing Date of directors the representations and warranties of the Company contained herein; (ii) all obligations, covenants and agreements of the Company required to be performed at or committee thereof prior to the Closing Date shall have been performed or waived; (iii) the delivery by the Company of the Prospectus Supplement; and (iv) the delivery by the Company to the Purchaser authorizing of a copy of the irrevocable instructions to the Company’s transfer agent instructing the transfer agent to deliver via the Depository Trust Company Deposit and approving Withdrawal at Custodian system (“DWAC”) the transactions contemplated hereinnumber of Shares purchased, registered in the name of such Purchaser.

Closing Delivery and Payment. The closing of the sale and purchase of the Securities under this Agreement (athe “Closing”) will take place simultaneously with the execution of this Agreement or at such other time as the parties may otherwise agree. The Closing shall take place occur by means of the exchange by email of signed .pdf documents, but shall be deemed for all purposes to have occurred at the offices of H▇▇▇▇▇ Black A▇▇▇▇▇▇▇ & A▇▇▇▇▇▇▇ PLLC in Lehi, P.A. in MinneapolisUtah. At the Closing, Minnesota at 10:00 A.M.the Purchaser will pay the entire Purchase Price for the Securities by wire transfer of immediately available funds to such account as may be designated by the Company; provided, Central timehowever, as that the Company may designate that all or a portion of the date first set forth abovePurchase Price shall be paid to the Company in one or more tranches (each, or a “Tranche”) at and/or following the Closing, in which event the Purchaser agrees to deliver the Purchase Price in separate Tranches as and when requested by the Company. In the event the Purchase Price is paid in Tranches, the Company and the Purchaser agree to allocate the Shares pro rata to each Tranche, such other that each time the Purchaser delivers a Tranche of the Purchase Price to the Company, the Purchase Price for the number of Shares allocated to such Tranche (based on the Purchase Price per Share the Purchaser is paying hereunder) will be deemed to have been paid in full when such Tranche is paid; provided, however, that the Company acknowledges and place as agrees that the parties shall mutually agree. The date on which the Closing occurs is called the “Closing Date.” The Closing Warrant shall be deemed to occur and be effective as have been paid in full upon the Purchaser’s delivery of the close initial Tranche of business on the Closing Date. Purchase Price to the Company. Upon Purchaser’s payment of each Tranche of the Purchase Price, the Company will deliver the applicable Shares within three (3) days of the Closing. Upon execution of this Agreement, the Company will cause to be executed and delivered to the Purchaser: (a) the Warrant; (b) At the Closing, Parent shall, and, as applicable, shall cause the Asset Selling Corporations to, deliver an Irrevocable Letter of Instructions to Purchaser: (i) a ▇▇▇▇ of sale for the Conveyed Assets that are tangible personal property, Transfer Agent substantially in the form attached hereto as Exhibit A B (the “▇▇▇▇ of SaleTA Letter”), ) executed by the Asset Selling Corporations; Company and the Company’s transfer agent (iithe “Transfer Agent”); (c) an assignment agreement for the Conveyed Assets that are intangible personal property, a fully executed Secretary’s Certificate substantially in the form attached hereto as Exhibit B, which assignment shall also contain Purchaser’s undertaking and assumption of the Assumed Liabilities C (the “Assignment Secretary’s Certificate”) evidencing the Company’s approval of this Agreement and Assumption the other Transaction Documents (as defined below); (d) the Officer’s Certificate (as defined below); and (e) a fully executed Share Issuance Resolution substantially in the form attached hereto as Exhibit D (the “Share Issuance Resolution”, and together with this Agreement, the Warrant, the TA Letter, the Officer’s Certificate, and the Secretary’s Certificate, the “Transaction Documents”), executed by the Asset Selling Corporations; (iii) assignments of Purchased IP Rights, each executed by the applicable Asset Selling Corporations in a form provided by Purchaser prior to Closing; (iv) copies of the resolutions (or local equivalent) of the board of directors (or local equivalent) of each Asset Selling Corporation authorizing and approving the transactions contemplated herein; and (v) copies of releases pursuant to UCC-3’s, as applicable, or otherwise, of all Liens held by CIT Healthcare LLC, as Collateral Agent, with respect to the Conveyed Assets. (c) At the Closing, Purchaser shall deliver to the Parent (for itself and as agent for the benefit of the Asset Selling Corporations): (i) the Purchase Price and the Royalty Payment by wire transfer in immediately available funds to one or more accounts specified in writing by Parent on or prior to the Closing Date; (ii) the Assignment and Assumption Agreement, executed by Purchaser; and (iii) copies of the resolutions of the board of directors or committee thereof of Purchaser authorizing and approving the transactions contemplated herein.

Closing Delivery and Payment. (a) The Closing shall take place at 9:30 a.m. on June 24, 2019, or such earlier date as the parties mutually agree in writing (the “Closing Date”), at the offices of W▇▇▇▇▇ ▇▇▇▇▇▇ P▇▇▇▇▇▇▇▇ ▇▇▇▇ and D▇▇▇ LLP, 6▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇, P.A. unless another place is agreed to in Minneapolis, Minnesota writing by the Buyer and the Seller. All transactions at 10:00 A.M., Central time, as of the date first set forth above, or at such other time and place as the parties shall mutually agree. The date on which the Closing occurs is called the “Closing Date.” The Closing shall be deemed to occur take place simultaneously, and no transaction shall be effective as deemed to have been completed and no documents or certificates shall be deemed to have been delivered until all other transactions are completed and all other documents and certificates are delivered. The Closing may take place remotely, via electronic exchange of the close of business on the Closing Datedocuments. (b) At the Closing, Parent shall, and, as applicable, shall cause the Asset Selling Corporations to, deliver to Purchaser: (i) the Buyer shall deliver the Closing Date Consideration by wire transfer of immediately available funds to an account designated in writing by the Seller; (ii) the Seller shall execute and deliver to the Buyer a ▇B▇▇▇ of sale for the Conveyed Assets that are tangible personal property, Sale substantially in the form attached hereto as Exhibit A (the “▇B▇▇▇ of Sale”); (iii) the Seller shall execute and deliver to the Buyer a Patent Assignment substantially in the form attached hereto as Exhibit B (the “Patent Assignment”); (iv) the Seller shall execute and deliver to the Buyer an IND transfer letter to FDA for each of the Transferred Permits and such other instruments of transfer, conveyance and assignment as the Buyer may reasonably request in order to effect the sale, transfer, conveyance and assignment to the Buyer of all right, title and interest in and to the Transferred Assets in accordance with the terms and conditions of this Agreement (the “Additional Transfer Documents”); (v) the Buyer shall execute and deliver to the Seller an Assumption Agreement substantially in the form attached hereto as Exhibit C (the “Assumption Agreement,” and, together with the B▇▇▇ of Sale, the Patent Assignment and the Additional Transfer Documents (if any), the “Ancillary Agreements”); (vi) the Seller shall make available to the Buyer to enable the Buyer to take possession and control of, each to the extent existing in physical form and in the possession of the Seller, the Transferred Books and Records and the Transferred Know-How; (vii) the Seller shall make available to the Buyer to enable the Buyer to take possession and control of, all of the other Transferred Assets of a tangible nature; (viii) the Seller shall deliver to the Buyer a certificate, executed by the Asset Selling CorporationsSeller’s corporate secretary on behalf of the Seller, certifying as to the resolutions of the board of directors of the Seller authorizing and approving the sale of the Transferred Assets to the Buyer pursuant to this Agreement and the other Contemplated Transactions; (iiix) an assignment agreement for the Conveyed Buyer shall deliver to the Seller a certificate, executed by the Buyer’s corporate secretary on behalf of the Buyer, certifying as to the resolutions of the board of directors of the Buyer authorizing and approving the purchase of the Transferred Assets that are intangible personal propertyby the Buyer pursuant to this Agreement and the other Contemplated Transactions; (x) the Buyer shall deliver to the Seller evidence, in the form attached hereto as Exhibit BD, which assignment shall also contain Purchaser’s undertaking and assumption of that the Assumed Liabilities Buyer has undertaken to Dyax Corp., or its successor (the “Assignment and Assumption AgreementDyax”), executed by the Asset Selling Corporations; in writing to (iiiA) assignments of Purchased IP Rights, each executed by the applicable Asset Selling Corporations in a form provided by Purchaser prior to Closing; (iv) copies assume all of the resolutions Seller’s obligations under that certain Amended and Restated Collaboration Agreement, dated as of January 24, 2007, between the Seller and Dyax, as amended as of July 31, 2008, November 6, 2009 and January 18, 2012, and (or local equivalentB) be bound the terms of that certain Sublicense Agreement, dated as of June 30, 2008, between the board of directors (or local equivalent) of each Asset Selling Corporation authorizing Seller and approving the transactions contemplated hereinDyax; and (vxi) copies of releases pursuant to UCC-3’s, as applicable, or otherwise, of all Liens held by CIT Healthcare LLC, as Collateral Agent, with respect to the Conveyed Assets. (c) At the Closing, Purchaser Seller shall deliver to the Parent (for itself and as agent for Buyer a certification that the benefit Seller is not a foreign person in accordance with the Treasury Regulations under Section 1445 of the Asset Selling Corporations): (i) the Purchase Price and the Royalty Payment by wire transfer in immediately available funds to one or more accounts specified in writing by Parent on or prior to the Closing Date; (ii) the Assignment and Assumption Agreement, executed by Purchaser; and (iii) copies of the resolutions of the board of directors or committee thereof of Purchaser authorizing and approving the transactions contemplated hereinCode.

Closing Delivery and Payment. The closing of the sale and purchase of the shares under this Agreement shall take place in two parts (athe "Closings"). The initial closing (the "First Closing") The Closing shall take place at 10:00 a.m. on February 15, 1996, at the offices of Cool▇▇ ▇▇▇ward Cast▇▇ ▇▇▇d▇▇▇▇▇ & ▇atu▇, ▇▇95 ▇▇▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇, P.A. in Minneapolis, Minnesota at 10:00 A.M., Central time, as of the date first set forth above, or ▇▇ at such other time and or place as the parties shall Company and Purchasers may mutually agree. The agree (such date on which is hereinafter referred to as the Closing occurs is called the “"First Closing Date.” The Closing "); the second closing (the "Second Closing") shall be deemed to occur and be effective as take place at 10:00 a.m. on March 15, 1996 at the offices of the close of business on the Closing Date. (b) At the Closing, Parent shall, and, as applicable, shall cause the Asset Selling Corporations to, deliver to Purchaser: (i) a Cool▇▇ ▇▇▇ward Cast▇▇ ▇▇▇d▇▇▇▇▇ of sale for the Conveyed Assets that are tangible personal property& ▇atu▇, in the form attached hereto as Exhibit A (the “▇▇▇▇ of Sale”at such other time or place as the Company and Purchasers may mutually agree (such date is hereinafter referred to as the "Second Closing Date"). At the First Closing, executed by the Asset Selling Corporations; (ii) an assignment agreement for the Conveyed Assets that are intangible personal property, in the form attached hereto as Exhibit B, which assignment shall also contain Purchaser’s undertaking and assumption of the Assumed Liabilities (the “Assignment and Assumption Agreement”), executed by the Asset Selling Corporations; (iii) assignments of Purchased IP Rights, each executed by the applicable Asset Selling Corporations in a form provided by Purchaser prior to Closing; (iv) copies of the resolutions (or local equivalent) of the board of directors (or local equivalent) of each Asset Selling Corporation authorizing and approving the transactions contemplated herein; and (v) copies of releases pursuant to UCC-3’s, as applicable, or otherwise, of all Liens held by CIT Healthcare LLC, as Collateral Agent, with respect subject to the Conveyed Assets. (c) At terms and conditions hereof, the Closing, Purchaser shall Company will deliver to the Parent (for itself and as agent for Purchasers certificates representing the benefit number of Shares to be purchased at the First Closing by each Purchaser, against payment of the Asset Selling Corporations): (i) the Purchase Price and the Royalty Payment purchase price therefor by check or wire transfer in immediately available funds to one or more accounts specified in writing by Parent on or prior made payable to the Closing Date; (ii) the Assignment and Assumption Agreement, executed by Purchaser; and (iii) copies order of the resolutions Company. The Shares to be purchased at the First Closing by each Purchaser are as follows: 400,000 Shares by Telecom Partners, L.P. ("Telecom") and 200,000 Shares by Centennial Fund IV, L.P. ("Centennial"). At the Second Closing, subject to the terms and conditions hereof, the Company will deliver to the Purchasers certificates representing the number of Shares to be purchased at the Second Closing by each Purchaser, against payment of the board purchase price therefor by check or wire transfer made payable to the order of directors or committee thereof the Company. The Shares to be purchased at the Second Closing are as follows: 200,000 Shares by Centennial (subject to satisfactory completion of Purchaser authorizing due diligence) and approving 80,000 Shares by certain individual investors whose names are set forth on the transactions contemplated hereinSchedule of Purchasers (the "Individual Investors").

Closing Delivery and Payment. The closing of the sale and purchase of the Securities under this Agreement (athe “Closing”) will take place simultaneously with the execution of this Agreement or at such other time as the parties may otherwise agree. The Closing shall take place occur by means of the exchange by email of signed .pdf documents, but shall be deemed for all purposes to have occurred at the offices of H▇▇▇▇▇ Black A▇▇▇▇▇▇▇ & A▇▇▇▇▇▇▇ PLLC in Lehi, P.A. in Minneapolis, Minnesota at 10:00 A.M., Central time, as of the date first set forth above, or at such other time and place as the parties shall mutually agreeUtah. The date on which the Closing occurs is called the “Closing Date.” The Closing shall be deemed to occur and be effective as of the close of business on the Closing Date. (b) At the Closing, Parent shall, and, as applicable, shall cause the Asset Selling Corporations to, deliver to Purchaser: (i) a ▇▇▇▇ of sale Purchaser will pay the entire Purchase Price for the Conveyed Assets that are tangible personal propertySecurities by wire transfer of immediately available funds to such account as may be designated by the Company. Upon Purchaser’s payment of the Purchase Price, the Company will deliver the Shares within three (3) days of the Closing. Upon execution of this Agreement, the Company will cause to be executed and delivered to the Purchaser: (a) the Warrant; (b) an Irrevocable Letter of Instructions to Transfer Agent substantially in the form attached hereto as Exhibit A B (the “▇▇▇▇ of SaleTA Letter”), ) executed by the Asset Selling Corporations; Company and the Company’s transfer agent (iithe “Transfer Agent”); (c) an assignment agreement for the Conveyed Assets that are intangible personal property, a fully executed Secretary’s Certificate substantially in the form attached hereto as Exhibit B, which assignment shall also contain Purchaser’s undertaking and assumption of the Assumed Liabilities C (the “Assignment Secretary’s Certificate”) evidencing the Company’s approval of this Agreement and Assumption the other Transaction Documents (as defined below); (d) the Officer’s Certificate (as defined below); and (e) a fully executed Share Issuance Resolution substantially in the form attached hereto as Exhibit D (the “Share Issuance Resolution”, and together with this Agreement, the Warrant, the TA Letter, the Officer’s Certificate, and the Secretary’s Certificate, the “Transaction Documents”), executed by the Asset Selling Corporations; (iii) assignments of Purchased IP Rights, each executed by the applicable Asset Selling Corporations in a form provided by Purchaser prior to Closing; (iv) copies of the resolutions (or local equivalent) of the board of directors (or local equivalent) of each Asset Selling Corporation authorizing and approving the transactions contemplated herein; and (v) copies of releases pursuant to UCC-3’s, as applicable, or otherwise, of all Liens held by CIT Healthcare LLC, as Collateral Agent, with respect to the Conveyed Assets. (c) At the Closing, Purchaser shall deliver to the Parent (for itself and as agent for the benefit of the Asset Selling Corporations): (i) the Purchase Price and the Royalty Payment by wire transfer in immediately available funds to one or more accounts specified in writing by Parent on or prior to the Closing Date; (ii) the Assignment and Assumption Agreement, executed by Purchaser; and (iii) copies of the resolutions of the board of directors or committee thereof of Purchaser authorizing and approving the transactions contemplated herein.

Closing Delivery and Payment. (a) The Closing closing of the Initial Sale and Subsequent Sale (collectively, the "Closing") shall take place at the offices of Sull▇▇▇▇ & ▇rom▇▇▇▇, ▇▇5 ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇ & ▇▇▇▇▇, P.A. in Minneapolis▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇ 10:00 A.M. (local time), Minnesota at 10:00 A.M.on November 15, Central time, as of the date first set forth above1996, or at such other time and place as the parties shall hereto may mutually agree. The Subsequent Sale shall occur immediately following the consummation of the Initial Sale and the distribution of the proceeds of the Initial Sale. The date on which the Closing occurs is called the “"Closing Date.” The Closing ," and the closing of the Initial Sale shall be deemed to occur effective at 11:58 P.M. (local time) on the Closing Date and be effective as the closing of the close of business Subsequent Sale shall be deemed effective at 11:59 P.M. (local time) on the Closing Date. Seller agrees and represents that the tax bases and book values of PSC's assets and liabilities as of immediately prior to the Closing shall be substantially as set forth on Schedule 2.2(a) hereto. (b) At On the Closing Date, Seller shall deliver (or cause to be delivered) to Buyer certificates representing the PSC Shares and the Pearle Shares duly endorsed and in form for transfer to Buyer, and Buyer shall pay to Seller the Purchase Price (minus any adjustment made pursuant to Section 2.3) for the PSC Shares and the Pearle Shares in immediately available funds to an account or accounts designated by Seller not less than two Business Days prior to the Closing, Parent shall, and, as applicable, shall cause the Asset Selling Corporations to, deliver to Purchaser: (i) a ▇▇▇▇ of sale for the Conveyed Assets that are tangible personal property, in the form attached hereto as Exhibit A (the “▇▇▇▇ of Sale”), executed by the Asset Selling Corporations; (ii) an assignment agreement for the Conveyed Assets that are intangible personal property, in the form attached hereto as Exhibit B, which assignment shall also contain Purchaser’s undertaking and assumption of the Assumed Liabilities (the “Assignment and Assumption Agreement”), executed by the Asset Selling Corporations; (iii) assignments of Purchased IP Rights, each executed by the applicable Asset Selling Corporations in a form provided by Purchaser prior to Closing; (iv) copies of the resolutions (or local equivalent) of the board of directors (or local equivalent) of each Asset Selling Corporation authorizing and approving the transactions contemplated herein; and (v) copies of releases pursuant to UCC-3’s, as applicable, or otherwise, of all Liens held by CIT Healthcare LLC, as Collateral Agent, with respect to the Conveyed Assets. (c) At the Closing, Purchaser shall deliver to the Parent (for itself and as agent for the benefit of the Asset Selling Corporations): (i) the Purchase Price and the Royalty Payment by wire transfer in immediately available funds to one or more accounts specified in writing by Parent on or prior to On the Closing Date; (ii) , all intercompany accounts between Pearle or the Assignment Subsidiaries, on the one hand, and Assumption AgreementSeller or its Continuing Affiliates, executed on the other hand, shall be cancelled, and the respective amounts shall be recorded as contributions to capital or by Purchaser; and (iii) copies way of distribution in kind, as the resolutions of the board of directors or committee thereof of Purchaser authorizing and approving the transactions contemplated hereincase may be.

Closing Delivery and Payment. (a) The Closing Subject to the terms and conditions of this Agreement, the closing of the transactions contemplated hereby (the “Closing”) shall take place at 12:30 p.m., Pacific time, on the date of this Agreement (the “Closing Date”) at the offices of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ and ▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, P.A. ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, unless another date, place or time is agreed to in Minneapoliswriting by the Buyer and the Seller. For purposes of this Agreement, Minnesota at 10:00 A.M., Central time, as of the date first set forth above, a “Business Day” shall be any day other than (i) a Saturday or at such other time and place as the parties shall mutually agree. The date Sunday or (ii) a day on which the Closing occurs is called the “Closing Date.” The Closing shall be deemed banking institutions located in New York, New York are permitted or required by Law, executive order or governmental decree to occur and be effective as of the close of business on the Closing Dateremain closed. (b) At the Closing, Parent shall, and: (i) the Buyer shall pay the Closing Date Purchase Price and the Inventory Purchase Price by wire transfer of immediately available funds to such account or accounts as the Seller and the Escrow Agent, as applicable, shall cause designate in writing to the Asset Selling Corporations to, deliver to Purchaser:Buyer; (iii) the Seller shall execute and deliver a ▇▇▇▇ of sale for the Conveyed Assets that are tangible personal property, Sale in substantially the form attached hereto as Exhibit A B (the “▇▇▇▇ of Sale”), executed by the Asset Selling Corporations; (iiiii) an assignment agreement the Seller shall execute and deliver a Patent and Trademark License Assignment in substantially the form attached hereto as Exhibit C (the “Patent License Assignment”); (iv) the Seller shall execute and deliver a Trademark Assignment in substantially the form attached hereto as Exhibit D (the “Trademark Assignment”); (v) the Seller shall execute and deliver to the Buyer a letter from the Seller to the FDA transferring to the Buyer the rights to the applicable Transferred Permits issued by the FDA, in substantially the form attached hereto as Exhibit E (the “Seller FDA Letter”); (vi) the Buyer shall execute and deliver to the Seller a letter from the Buyer to the FDA assuming responsibility for post-Closing obligations for the Conveyed applicable Transferred Permits issued by the FDA, in substantially the form attached hereto as Exhibit F (the “Buyer FDA Letter”); (vii) the Seller and the Buyer shall execute and deliver such other instruments of transfer, conveyance and assignment as the Buyer may reasonably request in order to effect the sale, transfer, conveyance and assignment to the Buyer of all right, title and interest in and to the Acquired Assets (the “Additional Transfer Documents”); (viii) the Buyer shall execute and deliver to the Seller an Assumption Agreement in substantially the form attached hereto as Exhibit G (the “Assumption Agreement”); (ix) the Seller shall execute and deliver to the Buyer a certification pursuant to U.S. Treasury regulation § 1.1445-2(b)(2), in a form reasonably acceptable to the Buyer, that are intangible personal propertythe Seller is not a “foreign person” for U.S. federal income tax purposes; (x) the Buyer and the Seller shall execute and deliver such other instruments as the Seller may reasonably request in order to effect the assumption by the Buyer of the Assumed Liabilities (the “Additional Assumption Documents” and, together with the ▇▇▇▇ of Sale, the Patent License Assignment, the Trademark Assignment, the Seller FDA Letter, the Buyer FDA Letter, the Additional Transfer Documents, the Assumption Agreement and the Additional Assumption Documents, the “Ancillary Documents”); (xi) the Seller shall deliver or make available to the Buyer, each to the extent existing in physical or electronic form and in the possession of the Seller, the Marketing Assets, the Books and Records and the Transferred Other IP; (xii) the Seller shall deliver or make available to the Buyer, or otherwise put the Buyer in possession and control of, all of the other Acquired Assets of a tangible nature owned by the Seller, it being understood that physical delivery of the Product Inventory shall be made by the Seller and costs thereof shall be borne by the Seller; (xiii) the Seller shall deliver to the Buyer a legal opinion of ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ and ▇▇▇▇ LLP dated as of the Closing Date and addressed to the Buyer in the form attached hereto as Exhibit B, which assignment shall also contain Purchaser’s undertaking and assumption of the Assumed Liabilities (the “Assignment and Assumption Agreement”), executed by the Asset Selling CorporationsH; (iiixiv) assignments the Buyer shall deliver to the Seller a legal opinion of Purchased IP Rights, each executed by the applicable Asset Selling Corporations in a form provided by Purchaser prior to Closing; (iv) copies ▇▇▇▇▇ ▇▇▇▇▇ L.L.P. dated as of the resolutions (or local equivalent) of Closing Date and addressed to the board of directors (or local equivalent) of each Asset Selling Corporation authorizing and approving Seller in the transactions contemplated hereinform attached hereto as Exhibit I; and (vxv) copies of releases pursuant the Seller shall deliver to UCC-3’sthe Buyer such documentation as may be reasonably requested by the Buyer evidencing the receipt or satisfaction, as applicable, of each consent, approval, notification, disclosure, filing and registration set forth or otherwiserequired to be set forth on Schedule 2.2(a), of all Liens held by CIT Healthcare LLCSchedule 2.2(b), as Collateral Agent, with respect to the Conveyed AssetsSchedule 2.2(c) and Schedule 2.5(c). (c) At the Closing, Purchaser shall deliver to the Parent (for itself and as agent for the benefit of the Asset Selling Corporations): (i) the Purchase Price and the Royalty Payment by wire transfer in immediately available funds to one or more accounts specified in writing by Parent on or prior to the Closing Date; (ii) the Assignment and Assumption Agreement, executed by Purchaser; and (iii) copies of the resolutions of the board of directors or committee thereof of Purchaser authorizing and approving the transactions contemplated herein.