Common use of Closing Obligations Clause in Contracts

Closing Obligations. At Closing, the following events shall occur, each being a condition precedent to the others and each being deemed to have occurred simultaneously with the others: (a) Seller shall execute, acknowledge and deliver to Buyer (i) an Assignment, B▇▇▇ of Sale and Conveyance of the Assets, effective as of the Effective Time to Buyer (in sufficient counterparts to facilitate filing and recording) substantially in the form of Exhibit C conveying the Assets; and (ii) such other assignments, bills of sale, or deeds necessary to transfer the Assets to Buyer, including without limitation any conveyances on official forms and related documentation necessary to transfer the Assets to Buyer in accordance with requirements of governmental regulations (collectively, the “Conveyances”); (b) Buyer shall deliver to Seller the cash portion of the Purchase Price in immediately available funds, less the amount of the Deposit and any additional deposit paid to Seller pursuant to Section 10.1, and the Purchase Price Units; (c) Seller shall deliver to Buyer possession of the Assets; (d) Seller and Buyer shall execute and deliver letters in lieu directing all purchasers of production to pay Buyer the proceeds attributable to production from the Assets from and after the Effective Time; (e) Buyer shall deliver to Seller evidence of appropriate federal, state and local bonds relating to ownership of the Assets after the Closing and certificates of insurance evidencing that Buyer has obtained appropriate insurance covering the Assets; (f) Seller shall deliver to Buyer certificates substantiating non-foreign status in accordance with Treasury Regulations under Section 1445 of the Code, in the form of Exhibit D (“FIRPTA Certificate”); (g) Buyer shall prepare and Seller shall execute and deliver to Buyer all forms necessary for Buyer to assume operations on the Assets as agreed to by the Parties; and (h) Seller shall deliver to Buyer the certificates for all of the GMO Stock and all of the MV Stock properly executed for assignment to Buyer.

Closing Obligations. (a) At Closing, the following events shall occur, each being a condition precedent to the others and each being deemed to have occurred simultaneously with the others: (a) Seller shall execute, acknowledge and will deliver to Buyer: (i) Certificates representing the Shares, duly endorsed (or accompanied by duly executed stock powers), for transfer to Buyer or its designee, free of all encumbrances; (ii) The officer’s certificate described in Section 7.1(c) of this Agreement, duly executed by an Assignment, B▇▇▇ authorized officer of Sale and Conveyance Seller; (iii) Copies of (x) the resolutions of the Assetsboard of directors of Vesta Insurance Group, effective Inc., Vesta Fire and Seller and the shareholder of Seller, certified as being correct and complete and then in full force and effect, authorizing the execution, delivery and performance of this Agreement and the other documents provided for herein, and the consummation of the transactions provided for herein and therein and (y) the charter and bylaws of Seller, certified by the Secretary of Seller as being true, correct and complete as of the Effective Time Closing Date; (iv) The Surplus Debentures, together with an assignments thereof to Buyer Buyer, duly executed by an authorized officer of Seller. (v) Resignations of all directors and officers of AFL and Laurel who are not employees of AFL as of the date of this Agreement; (vi) Termination with respect to the Insurance Companies of Vesta Insurance Group, Inc.’s consolidated tax allocation agreement disclosed at Section 3.12(p); (vii) The third-party waivers or consents listed on Schedule 3.6; (viii) The SAP Statements for any quarterly period ending more than 45 days prior to the Closing Date; (ix) The Escrow Agreement and any other Ancillary Agreements contemplated by the parties in sufficient counterparts connection with this transaction to facilitate filing and recording) substantially in the form of Exhibit C conveying the Assetswhich Seller is a party; and (iix) such Such other assignments, bills documents or approvals as Seller deems reasonably necessary or as Buyer may reasonably request for the purposes of sale, consummating or deeds necessary to transfer facilitating the Assets to Buyer, including without limitation consummation or performance of any conveyances on official forms and related documentation necessary to transfer of the Assets to Buyer in accordance with requirements of governmental regulations (collectively, the “Conveyances”);transactions provided for herein or contemplated hereby. (b) At Closing, Buyer shall will deliver to Seller Seller: (i) The Cash Closing Payment; (ii) The officer’s certificate described in Section 6.1(c) of this Agreement, duly executed by an authorized officer of Buyer; (iii) Copies of (x) the cash portion resolutions of the Purchase Price board of directors of SLIB and Buyer and the shareholders of Buyer, certified as being correct and complete and then in immediately available fundsfull force and effect, less authorizing the amount execution, delivery and performance of this Agreement and the Deposit and any additional deposit paid to Seller pursuant to Section 10.1other documents provided for herein, and the Purchase Price Unitsconsummation of the transactions provided for herein and therein and (y) the charter and bylaws of Buyer, certified by the Secretary of Buyer as being true, correct and complete as of the Closing Date; and (iv) The Escrow Agreement and any other Ancillary Agreements contemplated by the parties in connection with this transaction to which Buyer is a party; (v) Such other documents as Seller may reasonably request for the purposes of facilitating the consummation or performance of any of the transactions provided for herein or contemplated hereby. (c) Seller shall At Closing, Buyer will deliver the Escrowed Closing Payment to Buyer possession the escrow account pursuant to the terms of the Assets; (d) Seller and Buyer shall execute and deliver letters in lieu directing all purchasers of production to pay Buyer the proceeds attributable to production from the Assets from and after the Effective Time; (e) Buyer shall deliver to Seller evidence of appropriate federal, state and local bonds relating to ownership of the Assets after the Closing and certificates of insurance evidencing that Buyer has obtained appropriate insurance covering the Assets; (f) Seller shall deliver to Buyer certificates substantiating non-foreign status in accordance with Treasury Regulations under Section 1445 of the Code, in the form of Exhibit D (“FIRPTA Certificate”); (g) Buyer shall prepare and Seller shall execute and deliver to Buyer all forms necessary for Buyer to assume operations on the Assets as agreed to by the Parties; and (h) Seller shall deliver to Buyer the certificates for all of the GMO Stock and all of the MV Stock properly executed for assignment to BuyerEscrow Agreement.

Closing Obligations. At Closing, the following events shall occur, each being a condition precedent to the others and each being deemed to have occurred simultaneously with the others: (a) Seller shall executeexecute and deliver, acknowledge or cause to be executed and deliver to Buyer (i) an Assignmentdelivered, B▇▇▇ of Sale and Conveyance of the Assets, effective as of the Effective Time to Buyer (in sufficient counterparts to facilitate filing and recording) substantially in the form of Exhibit C conveying the Assets; and (ii) such other assignments, bills of sale, or deeds necessary to transfer the Assets to Buyer, including without limitation any conveyances on official forms and related documentation necessary to transfer the Assets to Buyer in accordance with requirements of governmental regulations (collectively, the “Conveyances”)Seller Closing Deliveries; (b) Buyer shall deliver the Purchase Price to the account at a bank designated by Seller, for the benefit of Seller or Seller’s lender, in Current Funds, and Buyer shall pay the Taxes required to be paid by Buyer in connection with the Closing under Section 7.3 of this Agreement and Buyer shall pay the other Buyer Closing Payments as required hereby, (c) Buyer shall execute and deliver, or cause to be executed and delivered, to Seller the cash portion of Buyer Closing Deliveries and pay the Purchase Price in immediately available funds, less the amount of the Deposit and any additional deposit paid to Seller pursuant to Section 10.1, and the Purchase Price UnitsBuyer Closing Payments; (cd) Seller shall deliver to Buyer possession copies of the Assetsall Additional Required Consents obtained prior to Closing pursuant to Section 3.2 of this Agreement; (de) Seller and Buyer shall execute cause the following documents (collectively, the “Recorded Documents”) to be recorded in the applicable real estate records of Sublette County, Wyoming (the “Real Estate Records”), in the following order: (i) the BLM Easement Assignment to Ultra Resources, (ii) the Assignment of ▇▇▇▇▇▇ Easements to Ultra Resources, (iii) the Release of Nerd Farm Easement and deliver letters in lieu directing all purchasers Transfer of production to pay Buyer Improvements; (iv) the proceeds attributable to production from Lien Releases, and (v) a memorandum of termination of the Assets from LGS Lease (the “Memorandum of Termination”) and after the Effective Time; (e) Buyer shall deliver to Seller evidence of appropriate federal, state pay all fees and local bonds relating to ownership of the Assets after the Closing and certificates of insurance evidencing that Buyer has obtained appropriate insurance covering the Assets;costs for such recording; and (f) Seller Seller, as agent for Buyer for this limited purpose, shall deliver to BLM and provide to Buyer certificates substantiating non-foreign status in accordance with Treasury Regulations under Section 1445 of (i) the CodeBLM Easement Assignment to Ultra Resources which is not a Recorded Document and (ii) the BLM Request for Consent to Assignment to Ultra Resources, in the form of Exhibit D (“FIRPTA Certificate”); (g) and Buyer shall prepare pay all fees and Seller shall execute and deliver to Buyer all forms necessary costs for Buyer to assume operations on the Assets as agreed to by the Parties; and (h) Seller shall deliver to Buyer the certificates for all of the GMO Stock and all of the MV Stock properly executed for assignment to Buyersuch filing.

Closing Obligations. At Closing, the following events shall occur, each being a condition precedent to the others and each being deemed to have occurred simultaneously with the others: (a) Seller At the Closing, Genesis shall execute, acknowledge and deliver to Buyerdeliver: (i) an Assignmentto the Sponsor Affiliates designated by Cypress, B▇▇▇ of Sale to TPG and/or the Sponsor Affiliates designated by TPG and Conveyance to the Sponsor Affiliates designated by Nazem, as applicable, certificates representing the shares of the AssetsSeries H Preferred Stock and the Series I Preferred Stock being purchased and sold pursuant to Section 2.2 of this Agreement; (ii) to the Sponsor Affiliates designated by Cypress and to TPG and/or the Sponsor Affiliates designated by TPG, effective as of applicable, certificates representing the Effective Time to Buyer (in sufficient counterparts to facilitate filing Genesis Common Stock and recording) the Warrants substantially in the form of Exhibit C conveying D to this Agreement being purchased and sold pursuant to Section 3.1 of this Agreement; (iii) the Assetsopinion of Blank Rome ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP described in Section 8.2(b) of this Agreement; (iv) the officer's certificate described in Section 8.2(j) of this Agreement; (v) the Amended and Restated Put/Call Agreement as contemplated by Section 2.1, authorized, executed and delivered by Genesis; (vi) the Amended and Restated Stockholders Agreement as contemplated by Section 5.2, authorized, executed and delivered by Genesis; and (iivii) such other assignments, bills of sale, or deeds necessary to transfer the Assets to Buyer, including without limitation any conveyances on official forms Cypress and related documentation necessary to transfer the Assets to Buyer TPG immediately available funds in reimbursement in accordance with requirements Section 9.10 of governmental regulations (collectively, their expenses incurred prior to the “Conveyances”);Closing. (b) Buyer At the Closing, Cypress shall deliver deliver: (i) or shall cause the applicable Sponsor Affiliates to Seller deliver, to Genesis the cash portion of purchase price for the Purchase Price in immediately available funds, less the amount of the Deposit Genesis Common Stock and any additional deposit paid to Seller Warrants being purchased and sold pursuant to Section 10.13.1(a) of this Agreement; (ii) the certificate of an authorized person of Cypress described in Section 8.3(d) of this Agreement; (iii) the Amended and Restated Put/Call Agreement as contemplated by Section 2.1, authorized, executed and delivered by Cypress and its applicable Sponsor Affiliates; (iv) the Amended and Restated Stockholders Agreement as contemplated by Section 5.2, and the Purchase Price Units;proxy related thereto, each authorized, executed and delivered by Cypress and its applicable Sponsor Affiliates; and (v) the Irrevocable Proxy or Proxies which it is required to grant or caused to be granted pursuant to Section 5.3 of this Agreement. (c) Seller At the Closing, TPG shall deliver deliver: (i) or shall cause the applicable Sponsor Affiliates to Buyer possession deliver, to Genesis the purchase price for the Genesis Common Stock and Warrants being purchased and sold pursuant to Section 3.1(b) of this Agreement; (ii) the Assetscertificate of an authorized person of TPG described in Section 8.3(d) of this Agreement; (iii) the Amended and Restated Put/Call Agreement as contemplated by Section 2.1, authorized, executed and delivered by TPG and its applicable Sponsor Affiliates; (iv) the Amended and Restated Stockholders Agreement as contemplated by Section 5.2, and the proxy related thereto, each authorized, executed and delivered by TPG and its applicable Sponsor Affiliates; and (v) the Irrevocable Proxy or Proxies which it is required to grant or caused to be granted pursuant to Section 5.3 of this Agreement. (d) Seller and Buyer At the Closing, Nazem shall execute and deliver letters deliver: (i) the certificate of an authorized person of Nazem described in lieu directing all purchasers Section 8.3(d) of production to pay Buyer the proceeds attributable to production from the Assets from and after the Effective Timethis Agreement; (eii) Buyer shall deliver to Seller evidence of appropriate federalthe Amended and Restated Put/Call Agreement as contemplated by Section 2.1, state authorized, executed and local bonds relating to ownership of the Assets after the Closing delivered by Nazem and certificates of insurance evidencing that Buyer has obtained appropriate insurance covering the Assetsits applicable Sponsor Affiliates; (fiii) Seller shall deliver to Buyer certificates substantiating non-foreign status in accordance with Treasury Regulations under the Amended and Restated Stockholders Agreement as contemplated by Section 1445 of 5.2, and the Codeproxy related thereto, in the form of Exhibit D (“FIRPTA Certificate”); (g) Buyer shall prepare each authorized, executed and Seller shall execute delivered by Nazem and deliver to Buyer all forms necessary for Buyer to assume operations on the Assets as agreed to by the Partiesits applicable Sponsor Affiliates; and (hiv) Seller shall deliver the Irrevocable Proxy or Proxies which it is required to Buyer the certificates for all grant or caused to be granted pursuant to Section 5.3 of the GMO Stock and all of the MV Stock properly executed for assignment to Buyerthis Agreement.

Closing Obligations. At Closing, the following events shall occur, each being a condition precedent to the others and each being deemed to have occurred simultaneously with the others: (a) Seller shall executeexecute and deliver, acknowledge or cause to be executed and deliver to Buyer (i) an Assignmentdelivered, B▇▇▇ of Sale and Conveyance of the Assets, effective as of the Effective Time to Buyer (in sufficient counterparts to facilitate filing and recording) substantially in the form of Exhibit C conveying the Assets; and (ii) such other assignments, bills of sale, or deeds necessary to transfer the Assets to Buyer, including without limitation any conveyances on official forms and related documentation necessary to transfer the Assets to Buyer in accordance with requirements of governmental regulations (collectively, the “Conveyances”)Seller Closing Deliveries; (b) Buyer shall deliver to Seller the cash portion of the Purchase Price to the account at a bank designated by Seller in immediately available fundsCurrent Funds, less or by such other method as agreed to by the amount of the Deposit and any additional deposit paid to Seller pursuant to Section 10.1Parties, and Buyer shall pay the Purchase Price UnitsTaxes required to be paid by Buyer in connection with the Closing under Section 10.3 of this Agreement and Buyer shall pay the other Buyer Closing Payments as required hereby; (c) Buyer shall execute and deliver, or cause to be executed and delivered, to Seller the Buyer Closing Deliveries and pay the Buyer Closing Payments; (d) Seller shall deliver to Buyer possession copies of the Assetsall additional consents obtained prior to Closing pursuant to Section 5.3 of this Agreement; (de) Seller and Buyer shall execute cause the following documents (collectively, the “Recorded Documents”) to be recorded in the applicable real estate records of Sublette County, Wyoming (the “Real Estate Records”), in the following order: the BLM Easement Assignment to Buyer to be recorded in the Real Estate Records, the Partial Assignment of ▇▇▇▇▇▇ Easements to Buyer, the Nerd Farm Easement, the Memo of Lease, and deliver letters any Loan Documents required to be recorded in lieu directing all purchasers of production to pay Buyer the proceeds attributable to production from the Assets from Real Estate Records, and after the Effective Time; (e) Buyer shall deliver to Seller evidence of appropriate federal, state pay all fees and local bonds relating to ownership of the Assets after the Closing and certificates of insurance evidencing that Buyer has obtained appropriate insurance covering the Assetscosts for such recording; (f) Seller Seller, as agent for Buyer for this limited purpose, shall deliver to BLM and provide to Buyer certificates substantiating non-foreign status in accordance with Treasury Regulations under Section 1445 of (i) the CodeBLM Easement Assignment to Buyer which is not a Recorded Document and (ii) the BLM Request for Consent to Assignment to Buyer, in the form of Exhibit D (“FIRPTA Certificate”);and Buyer shall pay all fees and costs for such filing; and (g) Seller and Buyer shall prepare and Seller shall execute take such other actions and deliver to Buyer all forms necessary for Buyer to assume operations on the Assets such other documents as agreed to are contemplated by the Parties; and (h) Seller shall deliver to Buyer the certificates for all of the GMO Stock and all of the MV Stock properly executed for assignment to Buyerthis Agreement.

Closing Obligations. At Closing, the following documents shall be delivered and the following events shall occur, the execution of each document and the occurrence of each event being a condition precedent to the others and each being deemed to have occurred simultaneously with the others: (a) Seller shall execute, acknowledge and deliver to Buyer (i) an Assignment, B▇▇▇ of Sale and Conveyance of the Assets, effective as of the Effective Time to Buyer (in sufficient counterparts to facilitate filing and recording) substantially in the form of Exhibit C conveying the Assets; and (ii) such other assignments, bills of sale, or deeds necessary to transfer the Assets to Buyer, including without limitation any conveyances on official forms and related documentation necessary to transfer the Assets to Buyer in accordance with requirements of governmental regulations (collectively, the “Conveyances”); (b) Buyer shall deliver to Seller the cash portion of the Purchase Price in immediately available funds, less the amount of the Deposit and any additional deposit paid to Seller pursuant to Section 10.1, and the Purchase Price Units; (c) Seller shall deliver to Buyer possession of the Assets; (d) Seller SM Energy and Buyer shall execute and deliver the Assignment, in sufficient counterparts to facilitate recording in the applicable counties where the Assets are located; (b) SM Energy and Buyer shall execute and deliver assignments, on appropriate forms, of state and of federal leases comprising portions of the Assets, if any; (c) SM Energy and Buyer shall execute and deliver the Preliminary Settlement Statement pursuant to Section 2.6(a); (d) Buyer shall deliver to SM Energy, to the accounts designated in the Preliminary Settlement Statement, by direct bank or wire transfer in same day funds, the Closing Amount, and the Parties shall execute joint written instructions to the Escrow Agent to deliver the Deposit to SM Energy; (e) SM Energy shall deliver on forms supplied by Buyer (and reasonably acceptable to SM Energy) transfer orders or letters in lieu thereof directing all purchasers of production to pay make payment to Buyer the of proceeds attributable to Hydrocarbon production from the Assets from and after the Effective Time; (e) , for delivery by Buyer shall deliver to Seller evidence each purchaser of appropriate federal, state and local bonds relating to ownership of the Assets after the Closing and certificates of insurance evidencing that Buyer has obtained appropriate insurance covering the Assetssuch Hydrocarbon production; (f) Seller SM Energy shall deliver to Buyer certificates substantiating nonan executed statement described in Treasury Regulation § 1.1445-2(b)(2) certifying that SM Energy is not a “foreign status in accordance with Treasury Regulations under Section 1445 of the Code, in the form of Exhibit D (person” or a “FIRPTA Certificatedisregarded entity”); (g) Buyer shall prepare execute and Seller deliver a certificate from an authorized officer of Buyer certifying on behalf of Buyer that the conditions set forth in Section 9.2(a) and Section 9.2(b) have been fulfilled by Buyer; (h) SM Energy shall execute and deliver to a certificate from an authorized officer of SM Energy certifying on behalf of SM Energy that the conditions set forth in Section 9.1(a) and Section 9.1(b) have been fulfilled by SM Energy; (i) SM Energy shall deliver a recordable release of any trust, mortgages, financing statements, fixture filings and security agreements made by SM Energy or its Affiliates affecting the Assets; (j) SM Energy and Buyer all forms necessary for shall execute and deliver the Seismic License; (k) SM Energy and Buyer to assume operations on shall execute and deliver the Assets Transition Services Agreement in the form attached hereto as agreed to by the PartiesExhibit G; and (hl) Seller SM Energy and Buyer shall execute and deliver any other agreements, instruments and documents that are required by other terms of this Agreement to Buyer the certificates for all of the GMO Stock and all of the MV Stock properly be executed for assignment to Buyeror delivered at Closing.

Closing Obligations. At the Closing, the following documents shall be delivered and the following events shall occur, the execution of each document and the occurrence of each event being a condition precedent to the others and each being deemed to have occurred simultaneously with the others: (a) Seller and Buyer shall execute, acknowledge and deliver to Buyer (i) an the Assignment, B▇▇▇ of Sale and Conveyance of the Assets, effective as of the Effective Time to Buyer (in sufficient counterparts to facilitate filing and recording) substantially recording in the form of Exhibit C conveying applicable counties and parishes, covering the Assets; and (ii) such other assignments, bills of sale, or deeds necessary to transfer the Assets to Buyer, including without limitation any conveyances on official forms and related documentation necessary to transfer the Assets to Buyer in accordance with requirements of governmental regulations (collectively, the “Conveyances”)Conveyed Interests; (b) Buyer shall deliver to Seller the cash portion of the Purchase Price in immediately available funds, less the amount of the Deposit and any additional deposit paid to Seller pursuant to Section 10.1, and the Purchase Price Units; (c) Seller shall deliver to Buyer possession of the Assets; (d) Seller and Buyer shall execute and deliver assignments, on appropriate forms, of state and of federal leases comprising portions of the Conveyed Interests, if any; (c) Seller and Buyer shall execute and deliver an acknowledgement of the Preliminary Settlement Statement; (d) Buyer shall deliver to EOC, as agent on behalf of Seller, to the accounts designated in the Preliminary Settlement Statement, by direct bank or wire transfer in same day funds, the Adjusted Closing Cash Consideration, less the amount of the Deposit, and Buyer and Seller shall deliver instructions to the Escrow Agent authorizing the release of the Subsequent Deposit to Seller pursuant to the terms of the Escrow Agreement; (e) Seller shall deliver on forms supplied by Buyer and reasonably acceptable to Seller transfer orders or letters in lieu thereof directing all purchasers of production to pay make payment to Buyer the of proceeds attributable to production from the Assets Conveyed Interests from and after the Effective Time; (e) , for delivery by Buyer shall deliver to Seller evidence the purchasers of appropriate federal, state and local bonds relating to ownership of the Assets after the Closing and certificates of insurance evidencing that Buyer has obtained appropriate insurance covering the Assetsproduction; (f) Seller EXCO Resources, Inc. shall deliver to Buyer certificates substantiating nonan executed statement described in Treasury Regulation § 1.1445-foreign status in accordance with Treasury Regulations under Section 1445 of the Code, in the form of Exhibit D (“FIRPTA Certificate”2(b)(2); (g) Seller and Buyer shall prepare and Seller shall execute and deliver to Buyer all forms necessary for Buyer to assume operations on the Assets as agreed to by the Parties; and (h) Seller shall deliver to Buyer the certificates for all of the GMO Stock and all of the MV Stock properly executed for assignment to Buyer.Joint Development Agreement;

Closing Obligations. At the Closing, the following events shall occur, each being a condition precedent to the others and each being deemed to have occurred simultaneously with the others: (a) Buyer shall deliver (or cause to be delivered) to Seller shall executethe following items (all documents, acknowledge certificates and deliver other items listed below that are required to be executed, will be duly executed and acknowledged, where required, by an authorized signatory of Buyer or, if applicable, an affiliate of Buyer) (collectively, the “Buyer Deliverables”): (i) (A) by direct bank deposit or wire transfer in same day funds to Seller (or any qualified intermediary designated by Seller), in accordance with Seller’s written instructions (to be provided to Buyer at least two (2) Business Days prior to the Closing), an amount equal to the Closing Amount, and (B) by direct bank deposit or wire transfer in same day funds to the Escrow Account, all amounts (if any) required to be deposited into the escrow pursuant to Section 6.4(b)(ii) or Section 6.6(b)(ii); (ii) Deed, Assignment, B▇▇▇▇ of Sale and Conveyance of Conveyances, in form and substance substantially similar to that set forth on Exhibit D-1 (the Assets“Assignment”), effective as of covering the Effective Time to Buyer (Conveyed Properties, in sufficient counterparts for recordation in each of the counties in which the Conveyed Properties are located and all appropriate U.S. state and U.S. federal assignments as may be reasonably necessary to facilitate filing convey the Conveyed Properties to Buyer; (iii) counterparts of an assignment of the Oakfield Interests in the form attached hereto as Exhibit D-2 (the “Assignment of Oakfield Interests”), duly executed by Buyer; (iv) a certificate in the form set forth on Exhibit F; (v) such evidence (including evidence of satisfaction of all applicable bonding requirements) as Seller may reasonably require, that Buyer is qualified with the applicable authorities to succeed Seller as the owner and, where applicable, operator of the Conveyed Properties; (vi) counterparts of the transition services agreement contemplated in the form set forth on Exhibit I (the “Transition Services Agreement”), duly executed by Buyer and recordingits designee; (vii) all necessary letters in lieu of transfer orders, substantially in the form of set forth on Exhibit C conveying the Assets; and (ii) such other assignmentsG, bills of sale, or deeds necessary to transfer the Assets to Buyer, including without limitation any conveyances on official forms and related documentation necessary to transfer the Assets to Buyer in accordance with requirements of governmental regulations (collectively, the “Conveyances”); (b) Buyer shall deliver to Seller the cash portion of the Purchase Price in immediately available funds, less the amount of the Deposit and any additional deposit paid to Seller pursuant to Section 10.1, and the Purchase Price Units; (c) Seller shall deliver to Buyer possession of the Assets; (d) Seller and Buyer shall execute and deliver letters in lieu directing all purchasers of production to pay Buyer the proceeds attributable to production from the Assets each Listed Interest from and after the Effective Time; (eviii) Buyer shall deliver conveyances, in form and substance substantially similar to Seller evidence of appropriate federal, state and local bonds relating to ownership that set forth on Exhibit D-3 (the “Surface Deeds”) of the Assets after real property described in the Closing and certificates surface deeds set forth on Exhibit A-4, in sufficient counterparts for recordation in each of insurance evidencing that Buyer has obtained appropriate insurance covering the Assetscounties in which the applicable real property is located; (fix) if amounts are required to be deposited into the escrow pursuant to Section 6.4(b)(ii) or Section 6.6(b)(ii), counterparts of an escrow agreement with the Escrow Agent, in form and substance mutually agreeable to the Parties (the “Escrow Agreement”), duly executed by Buyer; (x) to the Specified Hedging Agreements and Existing Hedging Agreements counterparties for counter signature, the Novation Instruments (if agreed to as of the Closing Date) as may be required to novate each Specified Hedging Agreement and Existing Hedging Agreement to Buyer; and (xi) all other documents and instruments reasonably required from Seller to transfer the Conveyed Properties to Buyer. (b) Seller shall deliver (or cause to be delivered) to Buyer the following items (all documents, certificates substantiating and other items listed below that are required to be executed will be duly executed and acknowledged, where required, by an authorized signatory of Seller or, if applicable, an affiliate of Seller) (collectively, the “Seller Deliverables”): (i) Assignments covering the Conveyed Properties, in sufficient counterparts for recordation in each of the counties in which the Conveyed Properties are located and all appropriate U.S. state and U.S. federal assignments as may be reasonably necessary to convey the Conveyed Properties to Buyer; (ii) counterparts of the Assignment of Oakfield Interests, duly executed by Seller; (iii) a certificate in the form set forth on Exhibit E; (iv) any change of operator forms or notices that may be required to transfer operations on Seller operated Conveyed Properties to Buyer (it being understood and agreed, however, that except for its obligations under Section 5.7 and to deliver the Seller Deliverables described in this Section 9.2(b)(iv), Seller shall have no obligation to ensure (and does not warrant) that Buyer will succeed Seller as operator of any Conveyed Properties operated by Seller or any of its affiliates); (v) all recordable releases (where necessary) and termination statements from the applicable lenders under Seller’s revolving credit facility or other debt contracts of any mortgages, deeds of trust, financing statements, fixture filings, security agreements, guarantees or similar encumbrances burdening the Conveyed Properties or Oakfield Interests or provided by Oakfield, in each case, to the extent created or incurred by, through or under Seller or its affiliates, including those set forth on Schedule 4.1(u)(ii); (vi) all necessary letters in lieu of transfer orders, substantially in the form set forth on Exhibit G, directing all purchasers of production to pay Buyer the proceeds attributable to production from each Listed Interest from and after the Effective Time; (vii) counterparts of the Transition Services Agreement, duly executed by Seller or its applicable affiliate; (viii) a certification of non-foreign status in accordance with Treasury Regulations under Section 1445 of the Codefrom Seller, in the form of set forth on Exhibit D (“FIRPTA Certificate”)H; (gix) Buyer shall prepare Surface Deeds, in sufficient counterparts for recordation in each of the counties in which the applicable real property is located; (x) resignation letters, in form and Seller shall execute substance reasonably acceptable to Buyer, executed by each director and deliver officer of Oakfield, effective immediately upon the consummation of the Closing; (xi) if amounts are required to Buyer all forms necessary be deposited into the escrow pursuant to Section 6.4(b)(ii) or Section 6.6(b)(ii), counterparts of the Escrow Agreement, duly executed by Seller; (xii) to the Specified Hedging Agreements and Existing Hedging Agreements counterparties for Buyer to assume operations on counter signature, the Assets as Novation Instruments (if agreed to by as of the PartiesClosing Date) as may be required to novate each Specified Hedging Agreement and Existing Hedging Agreement to Buyer; and (hxiii) Seller shall deliver all other documents and instruments reasonably required from Buyer to Buyer transfer the certificates for all of the GMO Stock and all of the MV Stock properly executed for assignment Conveyed Properties to Buyer.

Closing Obligations. At Closing, the following events shall occur, each being a condition precedent to the others and each being deemed to have occurred simultaneously with the others: (a) At the Closing, Seller shall executeshall, acknowledge and or with respect to SIS, cause GAC to, deliver to Buyer: (i) an Assignment, B▇▇▇ of Sale and Conveyance certificates representing the Shares of the AssetsAcquired Companies that are direct subsidiaries of Seller and GAC, effective as duly endorsed (or accompanied by duly executed stock powers) in proper form for transfer of the Effective Time such Shares, with appropriate transfer stamps, if any, affixed, to Buyer Buyer; (in sufficient counterparts to facilitate filing and recordingii) a Transition Services Agreement, substantially in the form of attached hereto as Exhibit C conveying the Assets; and A (ii) such other assignments, bills of sale, or deeds necessary to transfer the Assets to Buyer, including without limitation any conveyances on official forms and related documentation necessary to transfer the Assets to Buyer in accordance with requirements of governmental regulations (collectively, the “ConveyancesTransition Services Agreement”); (biii) Buyer shall deliver an Intellectual Property License from Seller to Seller the cash portion of the Purchase Price in immediately available fundsBuyer, less the amount of the Deposit and any additional deposit paid to Seller pursuant to Section 10.1, and the Purchase Price Units; (c) Seller shall deliver to Buyer possession of the Assets; (d) Seller and Buyer shall execute and deliver letters in lieu directing all purchasers of production to pay Buyer the proceeds attributable to production from the Assets from and after the Effective Time; (e) Buyer shall deliver to Seller evidence of appropriate federal, state and local bonds relating to ownership of the Assets after the Closing and certificates of insurance evidencing that Buyer has obtained appropriate insurance covering the Assets; (f) Seller shall deliver to Buyer certificates substantiating non-foreign status in accordance with Treasury Regulations under Section 1445 of the Code, substantially in the form of attached hereto as Exhibit D B (the “FIRPTA CertificateBuyer Intellectual Property License”); (giv) Buyer shall prepare and Seller shall execute and deliver to Buyer all forms necessary a Transitional Trademark License, substantially in the form attached hereto as Exhibit C (the “Transitional Trademark License”); (v) a Lease Agreement for Buyer to assume operations on the Assets Redmond, WA campus facility, substantially in the form attached hereto as agreed to by Exhibit D (the Parties“Lease Agreement”); and (hvi) Seller a copy of each new Investment Company Advisory Agreement (or, where permitted, approval of the continuation of the existing Investment Company Advisory Agreement) described in Section 4.9(b)(i)(B)(x). (b) At the Closing, Buyer shall, and Parent shall cause Buyer to, deliver to Seller, including for the benefit of GAC with respect to SIS: (i) $1,350,000,000 (the “Closing Consideration”) by wire transfer of immediately available funds to an account designated by Seller in writing at least two (2) Business Days’ prior to the Closing Date, subject to the post-Closing purchase price adjustment pursuant to Section 1.4 hereof; (ii) the Transition Services Agreement; (iii) the Transitional Trademark License; and (iv) the Lease Agreement (the documents described in clauses (ii)-(iv) along with this Agreement and the Buyer Intellectual Property License, being referred to collectively as the certificates for all of the GMO Stock and all of the MV Stock properly executed for assignment to Buyer“Transaction Documents”).

Closing Obligations. At Closing, the following documents shall be delivered and the following events shall occur, the execution of each document and the occurrence of each event being a condition precedent to the others and each being deemed to have occurred simultaneously with the others: (a) Seller shall execute, acknowledge and deliver to Buyer (i) an Assignment, B▇▇▇ of Sale and Conveyance of the Assets, effective as of the Effective Time to Buyer (in sufficient counterparts to facilitate filing and recording) substantially in the form of Exhibit C conveying the Assets; and (ii) such other assignments, bills of sale, or deeds necessary to transfer the Assets to Buyer, including without limitation any conveyances on official forms and related documentation necessary to transfer the Assets to Buyer in accordance with requirements of governmental regulations (collectively, the “Conveyances”); (b) Buyer shall deliver to Seller the cash portion of the Purchase Price in immediately available funds, less the amount of the Deposit and any additional deposit paid to Seller pursuant to Section 10.1, and the Purchase Price Units; (c) Seller shall deliver to Buyer possession of the Assets; (d) Seller SM Energy and Buyer shall execute and deliver the Assignment, in sufficient counterparts to facilitate recording in the applicable counties where the Assets are located; (b) SM Energy and Buyer shall execute and deliver assignments, on appropriate forms, of state and of federal leases comprising portions of the Assets, if any; (c) SM Energy and Buyer shall execute and deliver the Preliminary Settlement Statement pursuant to Section 2.6(a); (d) Buyer shall deliver to SM Energy, to the accounts designated in the Preliminary Settlement Statement, by direct bank or wire transfer in same day funds, the Closing Amount; (e) SM Energy and Buyer shall, in accordance with the terms of the Escrow Agreement, instruct the Escrow Agent to distribute the Deposit in same day funds to the account designated by SM Energy; (f) SM Energy shall deliver on forms supplied by Buyer (and reasonably acceptable to SM Energy) transfer orders or letters in lieu thereof directing all purchasers of production to pay make payment to Buyer the of proceeds attributable to Hydrocarbon production from the Assets from and after the Effective Time; (e) , for delivery by Buyer shall deliver to Seller evidence each purchaser of appropriate federal, state and local bonds relating to ownership of the Assets after the Closing and certificates of insurance evidencing that Buyer has obtained appropriate insurance covering the Assets; (f) Seller shall deliver to Buyer certificates substantiating non-foreign status in accordance with Treasury Regulations under Section 1445 of the Code, in the form of Exhibit D (“FIRPTA Certificate”)such Hydrocarbon production; (g) SM Energy shall deliver an executed statement described in Treasury Regulation § 1.1445-2(b)(2) certifying that SM Energy is not a “foreign person” or a “disregarded entity”; (h) Buyer shall prepare and Seller shall execute and deliver to a certificate from an authorized officer of Buyer all forms necessary for certifying on behalf of Buyer to assume operations that the conditions set forth in Section 9.2(a) and Section 9.2(b) have been fulfilled by Buyer; (i) SM Energy shall execute and deliver a certificate from an authorized officer of SM Energy certifying on behalf of SM Energy that the Assets as agreed to conditions set forth in Section 9.1(a) and Section 9.1(b) have been fulfilled by SM Energy; (j) SM Energy shall deliver a recordable release of any trust, mortgages, financing statements, fixture filings and security agreements made by SM Energy or its Affiliates affecting the PartiesAssets; and (hk) Seller SM Energy and Buyer shall execute and deliver any other agreements, instruments and documents that are required by other terms of this Agreement to Buyer the certificates for all of the GMO Stock and all of the MV Stock properly be executed for assignment to Buyeror delivered at Closing.

Closing Obligations. At the Closing, the following events shall occur, each being a condition precedent to the others and each being deemed to have occurred simultaneously with the others: (a) Seller SELLER shall execute, acknowledge and deliver or cause to Buyerbe delivered to BUYER the following (“SELLER’S Closing Documents”): (i) an Assignment, B▇▇▇ of Sale and Conveyance stock certificates representing all of the AssetsShares duly endorsed (or accompanied by duly executed stock powers) for transfer to BUYER; (ii) a certificate executed by SELLER to the effect that (A) except as otherwise stated in such certificate, effective SELLER’ s representations and warranties in this Agreement were accurate in all respects as of the Effective Time date of this Agreement and are accurate in all respects as of the Closing Date as if made on the Closing Date; and (B) SELLER has performed and complied with all covenants and conditions required to Buyer be performed or complied ·with by the SELLER prior to or at the Closing; (iii) a Good Standing Certificate of CANADA as of a recent date from the Corporate Charter Department of the Province of Ontario, CANADA and from all states in sufficient counterparts which CANADA has registered to facilitate filing do business; (iv) a certified copy of (1) the Contribution Agreement made by and recordingbetween SELLER and CANADA dated as of January 16, 2006, relating to the contribution by SELLER to CANADA of those assets described in Schedule 1.7(a)(iv)(l) (the “Contribution Agreement”), (2) the documentation evidencing the assignment of the MIT License (the “MIT Transfer Documents”), (3) the documentation evidencing the assignment of the patents, patent rights and trademarks described in Schedule 1.7(a)(iv)(3) (the “IP Transfer Documents”), and (4) the documentation evidencing the assignment of all regulatory approval (the “Regulatory Approval”) held by SELLER set forth in Schedule 1.7(a)(iv)(4) (the “Regulatory Approval Transfer Documents,” and collectively with the Contribution Agreement, the MIT Transfer Documents and the IP Transfer Documents, the “Canada Asset Transfer Documents”); (v) a certificate executed by SELLER to the effect that the MIT License, the Regulatory Approval and the assets described in Schedules 1.7(a)(iv)(l) and (3) (collectively, the “Assets”) have been duly assigned to CANADA; (vi) the Stock Pledge Agreement executed by SELLER substantially in the form provided in Exhibit 1.7(a)(vi) hereto (the “Stock Pledge Agreement”); (vii) a certified copy of the Transition Services Agreement made by and between SELLER and CANADA of even date herewith; (viii) a certified copy of the Patent License Agreement made by and between SELLER and CANADA of even date herewith; (ix) a Separation Agreement and General Release in the form attached hereto as Exhibit C conveying 1.7(a)(ix) (the Assets“Separation Agreement” ), executed by SELLER; and (x) a Consulting Agreement in the form attached hereto as Exhibit l.7(a)(x) (the “Consulting Agreement”), executed by SELLER. (b) BUYER shall deliver or cause to be delivered to SELLER the following (“BUYER’S Closing Documents”): (i) a certificate executed by BUYER to the effect that (A) except as otherwise stated in such certificate, BUYER’s representations and warranties in this Agreement were accurate in all material respects as of the date of this Agreement and are accurate in all material respects as of the Closing Date as if made on the Closing Date; and (B) BUYER has performed and complied with all covenants and conditions required to be performed or complied with by it prior to or at the Closing; (ii) the Note, executed by BUYER; (iii) the Stock Pledge Agreement executed by BUYER accompanied by certificates for shares pledged under said agreement and stock powers relating to such shares endorsed in blank; (iv) [INTENTIONALLY DELETED]; (v) the Separation Agreement, executed by Buyer; (vi) the Consulting Agreement, executed by Buyer; and (vii) a letter from ▇▇▇▇ Mon resigning from his position with the SELLER. (c) CANADA shall deliver or cause to be delivered to SELLER the following (“CANADA’S Closing Documents”): (i) a certificate executed by CANADA to the effect that (A) except as otherwise stated in such certificate, CANADA’s representations and warranties in this Agreement were accurate in all material respects as of the date of this Agreement and are accurate in all material respects as of the Closing Date as if made on the Closing Date; and (B) CANADA has performed and complied with all covenants and conditions required to be performed or complied with by it prior to or at the Closing; and (ii) such other assignments, bills a certificate of sale, or deeds necessary to transfer the Assets to Buyer, including without limitation any conveyances on official forms and related documentation necessary to transfer the Assets to Buyer in accordance with requirements an officer of governmental regulations (collectively, the “Conveyances”); (b) Buyer shall deliver to Seller the cash portion CANADA dated as of the Purchase Price in immediately available funds, less the amount Closing Date certifying that attached thereto is a true and complete copy of the Deposit resolutions duly adopted by the board of directors of CANADA authorizing the execution, delivery and any additional deposit paid to Seller pursuant to Section 10.1, performance of this Agreement and the Purchase Price Units; (c) Seller shall deliver to Buyer possession of the Assets;other agreements executed by CANADA in connection herewith and that such resolutions have not been modified, rescinded or amended and are in full force and effect. (d) Seller BUYER, CANADA, and Buyer SELLER shall execute each also deliver such other documents, instruments, certificates, and deliver letters in lieu directing all purchasers of production opinions as may be required by this Agreement or as otherwise necessary to pay Buyer consummate the proceeds attributable to production from the Assets from and after the Effective Time; (e) Buyer shall deliver to Seller evidence of appropriate federal, state and local bonds relating to ownership of the Assets after the Closing and certificates of insurance evidencing that Buyer has obtained appropriate insurance covering the Assets; (f) Seller shall deliver to Buyer certificates substantiating non-foreign status in accordance with Treasury Regulations under Section 1445 of the Code, in the form of Exhibit D (“FIRPTA Certificate”); (g) Buyer shall prepare and Seller shall execute and deliver to Buyer all forms necessary for Buyer to assume operations on the Assets as agreed to by the Parties; and (h) Seller shall deliver to Buyer the certificates for all of the GMO Stock and all of the MV Stock properly executed for assignment to Buyertransactions contemplated hereby.

Closing Obligations. At the Closing, the following events shall occur, each being a condition precedent to the others and each being deemed to have occurred simultaneously with the others: (a) Seller shall executeSellers will execute and deliver, acknowledge or cause to be executed and deliver delivered, to BuyerTOG: (i) an Assignmentcertificates representing the Shares, B▇▇▇ of Sale duly endorsed (or accompanied by duly executed stock powers) for transfer to TOG; (ii) employment agreements between TOG and Conveyance of the Assets, effective as of the Effective Time to Buyer (in sufficient counterparts to facilitate filing and recording) substantially each Seller in the form of Exhibit C conveying the Assets; and (ii2.4(a)(ii) such other assignments, bills of sale, or deeds necessary to transfer the Assets to Buyer, including without limitation any conveyances on official forms and related documentation necessary to transfer the Assets to Buyer in accordance with requirements of governmental regulations (collectively, “Employment Agreements”) (iii) the Escrow Agreement among TOG, the Sellers and the escrow agent; (iv) a registration rights agreement among TOG and the Sellers in the form of Exhibit 2.4(a)(iv) (the “ConveyancesRegistration Agreement”); (bv) Buyer shall deliver to Seller the cash portion of the Purchase Price in immediately available funds, less the amount of the Deposit and any additional deposit paid to Seller pursuant to Section 10.1, a lease agreement between OSTI and the Purchase Price Units; Sellers (cor their designee) Seller shall deliver with respect to Buyer possession of the Assets; (d) Seller and Buyer shall execute and deliver letters in lieu directing all purchasers of production to pay Buyer the proceeds attributable to production from the Assets from and after the Effective Time; (e) Buyer shall deliver to Seller evidence of appropriate federal, state and local bonds relating to ownership of the Assets after the Closing and certificates of insurance evidencing that Buyer has obtained appropriate insurance covering the Assets; (f) Seller shall deliver to Buyer certificates substantiating non-foreign status in accordance with Treasury Regulations under Section 1445 of the Code, Freeport Facility in the form of Exhibit D 2.4(a)(v) (the “FIRPTA CertificateFreeport Lease”); (gvi) Buyer shall prepare a lease agreement between OSTI and Seller shall execute and deliver the Sellers (or their designee) with respect to Buyer all forms necessary for Buyer to assume operations on the Assets as agreed to by North Buffalo Facility in the Partiesform of Exhibit 2.4(a)(vi) (the “North Buffalo Lease”); and (hvii) Seller shall deliver such certificates of Sellers and Acquired Companies and other documents as TOG or its counsel may reasonably require to Buyer consummate the certificates for all transactions contemplated hereby. (b) TOG will execute and deliver, or cause to be executed and delivered, to Sellers: (i) that number of shares of TOG Stock having an aggregate Market Value of $4,000,000 plus the amount of the GMO Stock Transaction Fees (as defined in Section 12.1), and all further subject to Section 5.11 below, issued to each Seller in accordance with his respective Pro Rata Share; (ii) Cash in an aggregate amount equal to $23,000,000 minus the amount of the MV Stock properly executed for assignment Transaction Fees, and further subject to BuyerSection 5.11 below, to be paid to Sellers in immediately available funds by wire transfer to each Seller in accordance with his respective Pro Rata Share; (iii) the Escrow Agreement, along with the deposit of cash in an aggregate amount equal to $3,000,000 by wire transfer to the escrow agent to be held pursuant to the terms thereto; (iv) the Employment Agreements; (v) the Registration Agreement; (vi) the New Leases; and (vii) such certificates of TOG, legal opinions and other documentation as Sellers and their counsel may reasonably require to consummate the transactions contemplated hereby.

Closing Obligations. At the Closing, the following documents shall be delivered and the following events shall occur, the execution of each document and the occurrence of each event being a condition precedent to the others and each being deemed to have occurred simultaneously with the others: (a) Seller and Buyer shall execute, acknowledge execute and deliver to Buyer (i) an Assignmentthe Assignments, B▇▇▇ of Sale and Conveyance of the Assets, effective as of the Effective Time to Buyer (in sufficient counterparts to facilitate filing and recording) substantially recording in the form of Exhibit C conveying applicable counties and parishes adjacent to the Assets; and (ii) such other assignments, bills of sale, or deeds necessary to transfer the Assets to Buyer, including without limitation any conveyances on official forms and related documentation necessary to transfer the Assets to Buyer in accordance with requirements of governmental regulations (collectively, the “Conveyances”);. (b) Buyer shall deliver to Seller the cash portion of the Purchase Price in immediately available funds, less the amount of the Deposit and any additional deposit paid to Seller pursuant to Section 10.1, and the Purchase Price Units; (c) Seller shall deliver to Buyer possession of the Assets; (d) Seller and Buyer shall execute and deliver the Preliminary Settlement Statement. (c) Buyer and Seller shall execute and file all forms (and Buyer shall perform all acts) required by the MMS (and other appropriate governmental agencies) to transfer ownership and operatorship of the Assets, where applicable, from Seller to Buyer effective as of the Effective Time. (d) Buyer shall deliver to Seller, to the account designated in the Preliminary Settlement Statement, by direct bank or wire transfer in same day funds, the Adjusted Purchase Price, less the amount of the Deposit. (e) Buyer shall deliver to Seller evidence acceptable to Seller that Buyer is qualified to hold title to the Leases with the MMS and to operate (should Buyer’s Affiliate become the operator of the Assets or a portion thereof) the platforms, w▇▇▇▇, pipelines and facilities associated therewith, including copies of Buyer’s MMS qualification card and any powers of attorney of those persons executing documents at Closing on behalf of Buyer. (f) Buyer shall deliver to Seller evidence satisfactory to Seller that Buyer (or its nominated Affiliated operator, if one is designated by Buyer upon Closing) has obtained all lease, pipeline and operating bonds necessary for it to become operator of record by MMS with respect to the Leases and oil and gas properties subject hereto. (g) Buyer shall deliver to Seller a secretary’s certificate of Buyer’s general partner, including certified resolutions of its general partner, evidencing the approval of Buyer’s general partner of this Agreement and the transactions contemplated hereby and including an incumbency certificate regarding the authority of the person(s) signing this Agreement and any of the Closing documents on behalf of the Buyer. (h) Where Seller is the designated Operator of a Lease, Buyer shall promptly file all appropriate forms, declarations or bonds with federal and state governmental agencies relative to Buyer’s Affiliate’s assumption of operations from such Seller. Buyer shall also take all actions necessary to qualify as a successor Operator to Seller under any applicable joint operating agreement (subject to the terms of that operating agreement) and to provide appropriate evidence of financial responsibility as required by OPA. (i) Seller shall deliver to Buyer a secretary’s certificate of Seller, including certified resolutions of its Board of Directors, evidencing the approval of Seller’s Board of Directors of this Agreement and the transactions contemplated hereby and including an incumbency certificate regarding the authority of the person(s) signing this Agreement and any of the Closing documents on behalf of the Seller. (j) Seller shall deliver to Buyer on forms reasonably acceptable to Buyer transfer orders or letters in lieu thereof directing all purchasers of production to pay make payment to Buyer the of proceeds attributable to production from the Assets from and after the Effective Time;, for delivery by Buyer to the purchasers of production. (e) Buyer shall deliver to Seller evidence of appropriate federal, state and local bonds relating to ownership of the Assets after the Closing and certificates of insurance evidencing that Buyer has obtained appropriate insurance covering the Assets; (fk) Seller shall deliver to Buyer certificates substantiating nonan executed statement described in Treasury Regulation §1.1445-2(b)(2) certifying that Seller is not a foreign status in accordance with Treasury Regulations under Section 1445 person within the meaning of the Code, in the form of Exhibit D (“FIRPTA Certificate”);. (gl) Seller and Buyer shall prepare and Seller shall execute and deliver any other agreements, instruments and documents which are required by other terms of this Agreement to Buyer all forms necessary for Buyer to assume operations on be executed and/or delivered at the Assets as agreed to by the Parties; and (h) Seller shall deliver to Buyer the certificates for all of the GMO Stock and all of the MV Stock properly executed for assignment to BuyerClosing.

Closing Obligations. (a) At the Closing, the following events Company shall occur, each being a condition precedent to the others and each being deemed to have occurred simultaneously with the others: (a) Seller shall execute, acknowledge and deliver to Buyer : (i) an Assignmentcertificates representing the Shares duly endorsed (or accompanied by duly executed stock powers) for transfer to Buyer; (ii) a duly executed Bill of Sale, B▇▇▇ of Sale Assignment and Conveyance of the Assets, effective as of the Effective Time to Buyer (in sufficient counterparts to facilitate filing and recording) substantially Assumption Agreement in the form attached as Exhibit 1 hereto; (iii) the Officer's Certificate described in Section 6.2(e); (iv) ▇he resignation of Exhibit C conveying any officer or director of any Subsidiary who is an employee or director of Parent; (v) all such other documents as may be necessary to convey to Buyer the right, title and interest of the Company and the Subsidiaries in and to the Assets; and (iivi) a certificate executed by the Secretary or Assistant Secretary of the Company as to the Certificate of Incorporation and By-Laws of the Company and the resolutions of the Board of Directors of the Company authorizing and approving the execution, delivery and performance of this Agreement and the transactions contemplated hereby, a list of officers of the Company and setting forth that such other assignmentsCertificate of Incorporation, bills By-Laws, and authorizations and approvals are in full force and effect on the Closing Date; (vii) a certificate executed by the Secretary or Assistant Secretary of saleeach Designated Subsidiary as to the Certificate of Incorporation and By-Laws of such Subsidiary, or deeds necessary to transfer a list of officers of such Designated Subsidiary and setting forth that such Certificate of Incorporation and By-Laws are in full force and effect on the Assets Closing Date; and (viii) a certificate under Section 1445(b)(2) of the Code providing that the Company is not a foreign Person, in form and substance reasonably satisfactory to Buyer, including without limitation any conveyances on official forms and related documentation necessary to transfer the Assets to Buyer in accordance with requirements of governmental regulations (collectively, the “Conveyances”);. (b) At the Closing, the Buyer shall deliver to Seller the cash portion Company: (i) a duly executed Bill of Sale, Assignment and Assumption Agreement in the form attached as Exhibit 1 hereto; (ii) documents in a form reasonably satisfactory to the Company and Bu▇▇▇ under which Buyer assumes the Company's obligations under the agreements identified in Section 3.4(a)(vi) of the Disclosure Schedule; (iii) the Officer's Certificate described in Section 6.3(d); and (iv) the Purchase Price in immediately available funds, less the amount of the Deposit and any additional deposit paid to Seller pursuant to manner set forth in Section 10.1, and the Purchase Price Units; (c) Seller shall deliver to Buyer possession of the Assets; (d) Seller and Buyer shall execute and deliver letters in lieu directing all purchasers of production to pay Buyer the proceeds attributable to production from the Assets from and after the Effective Time; (e) Buyer shall deliver to Seller evidence of appropriate federal, state and local bonds relating to ownership of the Assets after the Closing and certificates of insurance evidencing that Buyer has obtained appropriate insurance covering the Assets; (f) Seller shall deliver to Buyer certificates substantiating non-foreign status in accordance with Treasury Regulations under Section 1445 of the Code, in the form of Exhibit D (“FIRPTA Certificate”); (g) Buyer shall prepare and Seller shall execute and deliver to Buyer all forms necessary for Buyer to assume operations on the Assets as agreed to by the Parties; and (h) Seller shall deliver to Buyer the certificates for all of the GMO Stock and all of the MV Stock properly executed for assignment to Buyer.2.3. ARTICLE III

Closing Obligations. At the Closing, the following events shall occur, each being a condition precedent to the others and each being deemed to have occurred simultaneously with the others: (a) Seller shall execute, acknowledge and Parent will deliver to BuyerBuyer and Buyer UK Sub: (i) an Assignment, B▇▇▇ certificates representing the Shares and duly executed share transfer forms for the Shares in respect of Sale and Conveyance of the Assets, effective as of the Effective Time their transfer to Buyer UK Sub; (in sufficient counterparts ii) the Investor Rights Agreement executed by Parent; (iii) the Escrow Agreement executed by Parent; (iv) a certificate (reasonably satisfactory to facilitate filing Buyer and recording) substantially in containing Company’s calculations and back-up documents), was delivered prior to Closing setting forth the form of Exhibit C conveying the AssetsEstimated Working Capital Statement; and (iiv) such other assignments, bills documents as Buyer may reasonably request for the purpose of sale, facilitating the consummation or deeds necessary to transfer performance of any of the Assets to Buyer, including without limitation any conveyances on official forms and related documentation necessary to transfer the Assets to Buyer in accordance with requirements of governmental regulations (collectively, the “Conveyances”);Contemplated Transactions. (b) Buyer shall and Buyer UK Sub will deliver to Seller Parent: (i) a cash payment of US $11,000,000 ($1,100,000 delivered to the cash portion of the Purchase Price Escrow Agent and $9,900,000 delivered to Parent) in immediately available fundsfunds by wire transfer to Escrow Agent and Parent (or as Parent directs), less the amount of the Deposit and any additional deposit paid to Seller as applicable, as adjusted pursuant to Section 10.1, and the Purchase Price Units; (c) Seller shall deliver to Buyer possession of the Assets; (d) Seller and Buyer shall execute and deliver letters in lieu directing all purchasers of production to pay Buyer the proceeds attributable to production from the Assets from and after the Effective Time; (e) Buyer shall deliver to Seller evidence of appropriate federal, state and local bonds relating to ownership of the Assets after the Closing and certificates of insurance evidencing that Buyer has obtained appropriate insurance covering the Assets; (f) Seller shall deliver to Buyer certificates substantiating non-foreign status in accordance with Treasury Regulations under Section 1445 of the Code, in the form of Exhibit D (“FIRPTA Certificate”2.6(a); (gii) Parent’s Short Term Notes in the principal amount equal to US $4,000,000, executed by Buyer; (iii) Parent’s A-Notes in the aggregate principal amount equal to US $11,950,000 (US $1,595,000 to be deposited with the Escrow Agent and US $10,355,000 to be delivered to Parent), executed by Buyer; (iv) an aggregate of 966,666 shares of Buyer’s Series B Preferred Stock (869,999 delivered to Parent and 96,667 delivered to Escrow Agent); (v) the Escrow Agreement executed by Buyer shall prepare and Seller shall execute Escrow Agent, together with the delivery of the Escrow Deposits to be held and deliver to Buyer all forms necessary for Buyer to assume operations on distributed by Escrow Agent in accordance with the Assets Escrow Agreement; (vi) the Investor Rights Agreement executed by Buyer; (vii) copy of the Certificate of Designation of Buyer’s Series B Preferred Stock as agreed to filed with and certified by the PartiesDelaware Secretary of State; (viii) an assumption agreement whereby Buyer UK Sub assumes from Parent, Parent’s obligations under the Remaining Inter-Company Receivable; and (hix) Seller shall deliver to Buyer such other documents as Parent may reasonably request for the certificates for all purpose of facilitating the consummation of any of the GMO Stock and all of the MV Stock properly executed for assignment to BuyerContemplated Transactions.

Closing Obligations. At Closing, the following events shall occur, each being a condition precedent to the others and each being deemed to have occurred simultaneously with the others: (a) A. Seller shall execute, acknowledge and deliver to Buyer (i) , an Assignment, B▇▇▇▇ of Sale and Conveyance with a special warranty of title by, through and under Seller in the Assets, effective form attached as Exhibit G conveying the Assets to Buyer as of the Effective Time Time. B. Seller shall execute, acknowledge and deliver to Buyer (in sufficient counterparts to facilitate filing and recording) substantially in Buyer, assignments on the form of Exhibit C conveying the Assets; and (ii) such other assignments, bills of sale, or deeds required governmental forms necessary to transfer convey the Assets to Buyer, including without limitation any conveyances on official forms and related documentation necessary to transfer the Assets to Buyer in accordance with requirements of governmental regulations (collectively, the “Conveyances”);. (b) Buyer shall deliver to Seller the cash portion of the Purchase Price in immediately available funds, less the amount of the Deposit and any additional deposit paid to Seller pursuant to Section 10.1, and the Purchase Price Units; (c) Seller shall deliver to Buyer possession of the Assets; (d) C. Seller and Buyer shall execute and deliver letters the Preliminary Settlement Statement. D. Buyer shall deliver the Closing Amount to the account at the bank designated by Seller in lieu directing all purchasers of production writing, by wire transfer in immediately available funds, or by such other method as agreed to pay by the Parties. E. Buyer and Seller shall execute instructions to the proceeds attributable Escrow Agent to production from wire the Assets from and after funds in the Effective Time;Escrow Account to Seller. (e) F. Buyer shall deliver to Seller evidence of appropriate federal, state the Officer's Certificate in form and local bonds relating to ownership of the Assets after the Closing and certificates of insurance evidencing that Buyer has obtained appropriate insurance covering the Assets;substance as set forth in Exhibit H. (f) G. Seller shall deliver to Buyer certificates substantiating non-foreign status the Officer's Certificate in accordance with Treasury Regulations under Section 1445 of the Code, form and substance as set forth in the form of Exhibit D (“FIRPTA Certificate”);I. (g) Buyer shall prepare and H. Seller shall execute and deliver to Buyer an affidavit of non-foreign status and no requirement for withholding under Section 1445 of the Code in the form attached as Exhibit J. I. Seller shall prepare, execute and deliver to Buyer appropriate letters‑in‑lieu of transfer orders. J. Buyer and Seller shall execute all forms documents necessary for Buyer to assume transfer operations on the Seller operated Assets as agreed to by the Parties; andBuyer or Buyer's designated operator. (h) K. Seller shall make the Records available for pick up by Buyer at Closing to the extent possible, but in any event, within five business days after Closing. L. Seller and Buyer shall take such other actions and deliver to Buyer the certificates for all of the GMO Stock and all of the MV Stock properly executed for assignment to Buyersuch other documents as are contemplated by this Agreement.

Closing Obligations. At In addition to any other documents to be delivered under other provisions of this Agreement, at the Closing, the following events shall occur, each being a condition precedent to the others and each being deemed to have occurred simultaneously with the others: (a) Seller and Members, as the case may be, shall execute, acknowledge and deliver to Buyer, together with funds sufficient to pay all Taxes necessary for the transfer, filing or recording thereof: (i) an Assignment, Ba ▇▇▇▇ of Sale and Conveyance sale for all of the Assets, effective as of the Effective Time to Buyer (in sufficient counterparts to facilitate filing and recording) substantially Assets that are Tangible Personal Property in the form of Exhibit C conveying 1.7(a)(i) (the Assets; and“▇▇▇▇ of Sale”) executed by Seller; (ii) an assignment of all of the Assets that are intangible personal property in the form of Exhibit 1.7(a)(ii) (the “Assignment and Assumption Agreement”) executed by Seller; (iii) for each interest in Real Property identified on Schedule 1.1(a), a recordable warranty deed, an Assignment and Assumption of Lease in the form of Exhibit 1.7(a)(iii) or such other assignmentsappropriate document or instrument of transfer, as the case may require, each in form and substance satisfactory to Buyer and its counsel and executed by Seller; (iv) assignments of all Intellectual Property Assets and separate assignments of all registered Marks, Patents and Copyrights in the form of Exhibit 1.7(a)(iv) executed by Seller; (v) such other deeds, bills of sale, or deeds necessary to assignments, certificates of title, documents and other instruments of transfer the Assets to and conveyance as may reasonably be requested by Buyer, including without limitation any conveyances on official forms each in form and related documentation necessary to transfer the Assets substance satisfactory to Buyer and its legal counsel and executed by Seller; (vi) noncompetition agreements in accordance with requirements the form of governmental regulations Exhibit 1.7(a)(vi), executed by Seller and each Member (collectively, the “ConveyancesNoncompetition Agreements”); (vii) an escrow agreement in the form of Exhibit 1.7(a)(vii), executed by Seller and each Member and the escrow agent (the “Escrow Agreement”); (viii) a certificate executed by Seller and each Member to the accuracy of their representations and warranties as of the Closing; and (ix) a certificate of the Secretary 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 managers and members approving the execution and delivery of this Agreement and the consummation of the Acquisition and the change of name contemplated by Section 4.2 and certifying to the incumbency and signatures of the officers of Seller executing this Agreement and any other document relating to the Acquisition and 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. (b) Buyer shall deliver to Seller and Members, as the cash portion of case may be: (i) the Purchase Price in immediately available fundsEscrow Agreement, less the amount of the Deposit and any additional deposit paid to Seller pursuant to Section 10.1, executed by Buyer and the Purchase Price Unitsescrow agent,; (cii) Seller shall deliver to Buyer possession of the AssetsAssignment and Assumption Agreement executed by Buyer; (diii) Seller and Buyer shall execute and deliver letters in lieu directing all purchasers of production to pay Buyer the proceeds attributable to production from the Assets from and after the Effective TimeNoncompetition Agreements executed by Buyer; (eiv) a certificate executed by Buyer shall deliver as to Seller evidence the accuracy of appropriate federal, state its representations and local bonds relating to ownership warranties as of the Assets after the Closing and certificates of insurance evidencing that Buyer has obtained appropriate insurance covering the Assets; (f) Seller shall deliver to Buyer certificates substantiating non-foreign status in accordance with Treasury Regulations under Section 1445 of the Code, in the form of Exhibit D (“FIRPTA Certificate”); (g) Buyer shall prepare and Seller shall execute and deliver to Buyer all forms necessary for Buyer to assume operations on the Assets as agreed to by the PartiesClosing; and (hv) Seller shall deliver to Buyer the certificates for all a certificate of the GMO Stock Secretary of Buyer certifying, as complete and all accurate as of the MV Stock properly executed for assignment Closing, attached copies of the Governing Documents of Buyer and certifying and attaching all requisite resolutions or actions of Buyer’s board of managers approving the execution and delivery of this Agreement and the consummation of the Acquisition and certifying to Buyerthe incumbency and signatures of the officers of Buyer executing this Agreement and any other document relating to the Acquisition. Together with this Agreement, all such agreements, certificates and documents shall constitute the “Acquisition Documents”.

Closing Obligations. At Closing, the following events shall occur, each being a condition precedent to the others and each being deemed to have occurred simultaneously with the others: (a) Seller At the Closing, Parent shall executedeliver, acknowledge and deliver or cause to Buyerbe delivered, to Holdings or C&A Products: (i) an Assignment, B▇▇▇ of Sale certificates representing the Shares and Conveyance all of the Assetsissued and outstanding shares of capital stock of Textron Automotive Exteriors Inc. duly endorsed (or accompanied by duly executed stock powers) for transfer to C&A Products or a designated Subsidiary or Subsidiaries of C&A Products or, effective as if Parent's and its' Subsidiaries' ownership of the Effective Time Directly Purchased Subsidiaries is not evidenced by share certificates, such other evidence of transfer to Buyer C&A Products or a designated Subsidiary or Subsidiaries of C&A Products consistent with the laws of the jurisdiction of organization of the applicable Directly Purchased Subsidiary; (ii) the Officer's Certificate described in sufficient counterparts Section 6.2(c); (iii) the resignation of any officer or director of any Bison Subsidiary who is an employee or director of Parent or a Non-Bison Subsidiary; (iv) a certificate under Section 1445(b)(2) of the Code providing that Parent is not a foreign person, in form and substance reasonably satisfactory to facilitate filing Holdings; (v) a duly executed Assignment and recording) Assumption Agreement and Transition Agreement substantially in the form forms attached hereto as Exhibits 2 and 4 respectively; (vi) duly executed License Agreements substantially in the forms attached hereto as Exhibits 3A, 3B and 3C; (vii) duly executed Registration Rights Agreements substantially in the forms attached hereto as Exhibits 5 and 6; (viii) duly executed documents to effect the sale and transfer of Exhibit C conveying Intellectual Property required by Section 2.2(a); (ix) the AssetsItalian JV Documents substantially in the forms attached hereto as Exhibits 8 through 11 duly executed by each applicable Subsidiary of Parent (provided, that such documents shall only be required to be delivered at the Closing of the purchase and sale of the shares of THI); and (iix) such other assignmentsLeasing Documents duly executed by Textron Financial Corporation or one of its Affiliates. (b) At the Closing, bills Holdings and C&A Products shall deliver to Parent or a designated Subsidiary of sale, Parent: (i) one or deeds necessary to transfer more certificates representing the Assets to Buyer, including without limitation any conveyances on official forms and related documentation necessary to transfer the Assets to Buyer number of shares of Holdings Common Stock specified in accordance with requirements of governmental regulations (collectively, the “Conveyances”Section 2.1(b); (bii) Buyer shall deliver to Seller certificates representing the cash portion of the Purchase Price in immediately available funds, less the amount of the Deposit and any additional deposit paid to Seller pursuant to Section 10.1, and the Purchase Price UnitsPreferred Stock; (ciii) Seller shall deliver to Buyer possession of the Assets; (d) Seller and Buyer shall execute and deliver letters Officer's Certificate described in lieu directing all purchasers of production to pay Buyer the proceeds attributable to production from the Assets from and after the Effective Time; (e) Buyer shall deliver to Seller evidence of appropriate federal, state and local bonds relating to ownership of the Assets after the Closing and certificates of insurance evidencing that Buyer has obtained appropriate insurance covering the Assets; (f) Seller shall deliver to Buyer certificates substantiating non-foreign status in accordance with Treasury Regulations under Section 1445 of the Code, in the form of Exhibit D (“FIRPTA Certificate”6.3(c); (giv) Buyer a duly executed Assignment and Assumption Agreement and Transition Agreement substantially in the forms attached hereto as Exhibits 2 and 4 respectively; (v) duly executed License Agreements substantially in the forms attached hereto as Exhibits 3A, 3B and 3C; (vi) duly executed Registration Rights Agreements substantially in the forms attached hereto as Exhibits 5 and 6; (vii) the cash amounts set forth in Sections 2.1 and 2.2 by wire transfer of immediately available funds to accounts designated by Parent in writing at least two business days prior to the Closing Date; (viii) the Italian JV Documents substantially in the forms attached hereto as Exhibits 8 through 11 duly executed by each applicable Subsidiary of C&A Products (provided, that such documents shall prepare only be required to be delivered at the Closing of the purchase and Seller shall execute and deliver to Buyer all forms necessary for Buyer to assume operations on sale of the Assets as agreed to by the Partiesshares of THI); and (hix) Seller shall deliver to Buyer the certificates for all of the GMO Stock and all of the MV Stock properly The guarantee required by Exhibit 12 duly executed for assignment to Buyerby C&A Products.

Closing Obligations. At Closing(a) As promptly as reasonably practicable after receiving Antitrust Approval, Buyers shall deliver to Sellers a notice that Antitrust Approval has been obtained specifying the following events expected Closing Date determined in accordance with Section 2.4. (b) Buyers shall occur, each being a condition precedent use Best Efforts to deliver to Sellers at least six Business Days before the Closing an amendment or waiver executed by all requisite parties to the others Inbursa Loan Agreements to the effect, among other things, (x) that the consummation of the transactions contemplated by this Agreement shall not constitute an “Event of Default” (Caso de Incumplimiento) under Section 6.01(n) of each Inbursa Loan Agreement or (y) that the requisite parties to the Inbursa Loan Agreement (other than the Cinemex Companies and their affiliates) (the “Inbursa Lender Parties”) waive the exercise of any and all remedies in connection with the occurrence of an “Event of Default” (Caso de Incumplimiento) under Section 6.01(n) of each being Inbursa Loan Agreement in connection with the consummation of the transactions contemplated by this Agreement on terms reasonably satisfactory in substance and form to Buyers and Sellers (the “Inbursa Amendment or Waiver”); provided, however, that the Buyers shall be deemed to have occurred simultaneously with satisfied the others:foregoing requirements if the Inbursa Lender Parties are unwilling or unable to execute or deliver the Inbursa Agreement or Waiver; and provided, further, that notwithstanding anything to the contrary in the Agreement, Buyers shall not be required to consent or agree to any investment, modification or supplement to the Inbursa Loan Agreements other than solely to give effect to the Inbursa Loan Agreements, or to the making of any payment by Buyers, their respective affiliates or the Cinemex Companies in connection therewith. If Buyers determine that Buyers will not deliver the Inbursa Amendment or Waiver to Sellers at least six Business Days before Closing, Buyers shall deliver to Sellers as promptly as reasonably practicable a notice to the effect that Buyers will not so deliver the Inbursa Amendment or Waiver. (ac) Seller shall execute, acknowledge and deliver to BuyerTwo Business Days before the Closing: (i) an AssignmentSellers will deliver to Buyers or to Buyers’ designee(s) a schedule reflecting the Estimated Working Capital, B▇▇▇ of Sale Estimated Net Funded Indebtedness, the Estimated Interim Period Capital Expenditures and Conveyance the other components of the AssetsClosing Proceeds calculation under Section 2.2; (ii) Sellers will deliver to Buyers wiring instructions for payment of the Closing Proceeds; and (iii) If Buyers deliver notice pursuant to Section 2.5(b) to the effect that the Inbursa Amendment and Waiver will not be delivered at least six Business Days prior to the Closing, Sellers will use Best Efforts to obtain from the Administrative Agent under the Inbursa Loan Agreements and deliver to Sellers at least two Business Days prior to the Closing one or more payoff letters in customary form and otherwise in substance and form reasonably satisfactory to Buyers and Sellers (the “Inbursa Payoff Letter”) from each agent and lender under the Inbursa Loan Agreements specifying separately (i) the amount of principal under each Inbursa Loan Agreement, (ii) interest accrued and to accrue from the first day of the interest period (Período de Intereses) (as defined in each Inbursa Loan Agreement) in effect on the date on which the Closing Date occurs (through the Closing Date) (the sum of the amounts referred to in clauses (i) and (ii), the “Inbursa Repayment Amount”), (iii) all other amounts payable under the Inbursa Loan Agreements (the “Inbursa Additional Amount”) necessary to discharge and terminate the Cinemex Companies from all their obligations under the Inbursa Loan Agreement on the Closing Date, stating that any notice required under the Inbursa Loan Agreement to make such prepayment is waived and stating that upon the payment of the amounts referred to in clauses (i), (ii) and (iii) above, each Inbursa Loan Agreements shall terminate and all obligations thereunder shall be discharged, and (iv) all liens and encumbrances securing the obligations under the Inbursa Loan Agreements are released, terminated and deregistered; provided, however, that the Inbursa Payoff Letter shall not impose on the Cinemex Companies, the Buyers or any of their respective affiliates any obligation or condition that is not expressly contemplated by the Inbursa Loan Agreements as in effect on the day hereof. If Sellers determines that Sellers will not deliver the Inbursa Payoff Letter at least two Business Days prior to the Closing, Sellers shall deliver to Buyers a notice as promptly as reasonably practicable to the effect that Sellers will not so deliver the Inbursa Payoff Letter. (d) At the Closing: (i) Sellers will deliver to Buyers or Buyers’ designee(s): (i) Certificates representing the Cinemex Common Shares, each duly endorsed (endoso en propiedad) and delivered to and in the name of the applicable Buyer (as set forth on Schedule 2.1), as well as copies, certified by the Secretary of the Board of Directors or Sole Administrator of the Cinemex Companies, as applicable, of the appropriate entries made in the capital stock registry books of the Cinemex Companies, where applicable, reflecting the transfer of the Cinemex Common Shares for the benefit of the Buyers and their designee(s); provided, however, that one or more certificates representing a single share of the Shares will, if necessary, be delivered to and in the name of a designee of Buyers previously identified in writing to Sellers by Buyers in order to comply with the requirement under Mexican law that each sociedad anónima must have at least two (2) shareholders; and (ii) copy, certified by the Secretary of the Board of Managers or the Sole Manager of Symphony, as applicable, of the appropriate entries made in the partners registry book of Symphony, evidencing the transfer of the Symphony Company Interest for the benefit of the Buyers and their designee(s); (B) a certificate executed by Sellers setting forth that the conditions set forth in Sections 6.1 and 6.2 have been satisfied; (C) notarized copies of the shareholders’ meeting resolutions of each of the Cinemex Companies, conditional upon consummation of the Closing, pursuant to which the respective shareholders have approved the resignation and appointment of members of the Board of Directors of the Cinemex Companies, as well as the resignation of such other officers and managing directors as designated in writing by Buyers, coupled with agreed upon releases and waivers executed by the applicable individuals and Cinemex Company(ies), and the revocation and granting of powers of attorney to and from the individuals as designated in writing by Buyers, and the approval for the sale of the Cinemex Common Shares; (D) notarized copies of the unanimous partners’ resolutions of Symphony, conditional upon consummation of the Closing, pursuant to which the respective partners have approved the resignation and appointment of members of the board of managers of Symphony, as well as the resignation of such other officers and managing directors as designated in writing by Buyers, coupled with agreed upon releases and waivers executed by the applicable individuals and Symphony, and the revocation and granting of powers of attorney to and from the individuals as designated in writing by Buyers, and the approval for the sale of the Symphony Company Interest; (E) resignations, effective as of the Effective Time to Buyer Closing Date, of the members of the Board of Directors (in sufficient counterparts to facilitate filing or Board of Managers, as applicable) of (i) Symphony, the Target Company and recording▇▇▇▇▇▇ Mexicana de Exhibicion, S.A. de C.V., and (ii) such other directors and officers of each of the Cinemex Companies as directed by Buyers, respectively, containing releases substantially in the form of Exhibit C conveying the AssetsC; and (F) if Buyers have not delivered to Sellers the Inbursa Amendment or Waiver prior to the Closing and Sellers have not delivered to Buyers the Inbursa Payoff Letter, then, subject to Sellers having complied with the notice requirement set forth in the last sentence of Section 2.5(c)(iii) and the implementation of the Cinemex Capitalization, Sellers shall cause the Cinemex Companies to make arrangements reasonably satisfactory to the Buyers regarding the prepayment under the Inbursa Loan Agreements of all amounts payable thereunder and the termination and discharge in full of the obligation of the Cinemex Companies under the Inbursa Loan Agreements. The transactions contemplated by clauses (A), (B), (C), (D) and (E) above shall occur substantially concurrently but in the chronological order contemplated by Section 2.1; (ii) such other assignmentsBuyers will: (A) deliver to Sellers the Closing Proceeds in United States dollars, bills of sale, or deeds necessary to transfer the Assets to Buyer, including without limitation any conveyances on official forms and related documentation necessary to transfer the Assets to Buyer in accordance with requirements of governmental regulations (collectively, the “Conveyances”wiring instructions delivered by Sellers under Section 2.5(c)(ii); (bB) Buyer shall deliver to Seller Sellers a certificate executed by Buyers setting forth that the cash portion of the Purchase Price conditions set forth in immediately available funds, less the amount of the Deposit Sections 7.1 and any additional deposit paid to Seller pursuant to Section 10.1, and the Purchase Price Units; (c) Seller shall deliver to Buyer possession of the Assets; (d) Seller and Buyer shall execute and deliver letters in lieu directing all purchasers of production to pay Buyer the proceeds attributable to production from the Assets from and after the Effective Time; (e) Buyer shall deliver to Seller evidence of appropriate federal, state and local bonds relating to ownership of the Assets after the Closing and certificates of insurance evidencing that Buyer has obtained appropriate insurance covering the Assets; (f) Seller shall deliver to Buyer certificates substantiating non-foreign status in accordance with Treasury Regulations under Section 1445 of the Code, in the form of Exhibit D (“FIRPTA Certificate”); (g) Buyer shall prepare and Seller shall execute and deliver to Buyer all forms necessary for Buyer to assume operations on the Assets as agreed to by the Parties7.2 have been satisfied; and (hC) Seller unless Buyers have delivered to Sellers the Inbursa Amendment or Waiver, (1) if Sellers have delivered the Inbursa Payoff Letter at least two Business Days prior to Closing, Buyer will cause the Inbursa Repayment Amount and the Inbursa Additional Amount to be paid to the administrative agents under the Inbursa Loan Agreements on behalf of the Cinemex Companies in accordance with Inbursa Payoff Letter, or (2) if Sellers have not delivered the Inbursa Payoff Letter at least two Business Days prior to Closing and have satisfied the notice requirement contemplated by the last sentence of Section 2.5(c)(iii), Buyers shall provide evidence reasonably satisfactory to Sellers that Buyers provided or have available funds, or made arrangements reasonably satisfactory to Sellers with respect to funds (the “Cinemex Capitalization”), that, when added to the Cinemex Companies’ Cash and Cash Equivalents after giving effect to the Closing, is sufficient to pay the Inbursa Repayment Amount and the Inbursa Additional Amount and within three Business Days following the Closing Date, the Buyers shall cause such funds to be applied to the prepayment of the Inbursa Prepayment Amount. (iii) Notwithstanding anything to the contrary in this Agreement, the provisions contemplated by Sections 2.2(b), 2.3(b)(iii), 2.3(d)(iv), 2.5(c)(iii), 2.5(d)(i)(F) and 2.5(d)(ii)(c) shall cease to apply and Buyers shall not be deemed to have Breached any such provisions if at any time prior to or at the Closing the Buyers deliver to Buyer the certificates for all Sellers a copy of the GMO Stock and all Inbursa Amendment of the MV Stock properly executed for assignment to BuyerWaiver.

Closing Obligations. 9.1 At the Closing, the following events shall occur, each being a condition precedent to the others and each being deemed to have occurred simultaneously with the others: (a) Seller shall execute, acknowledge and execute and/or deliver to Buyerthe following: (i) an Assignmenta bargain and sale deed without covenant against grantor’s acts, B▇▇▇ of Sale and Conveyance containing the covenant required by Section 13 of the AssetsNew York Lien Law, effective so as to convey the Property to Purchaser, together with the Common Interest, subject only to the Permitted Exceptions; (ii) a written agreement pursuant to which Seller shall assign to Purchaser, and Purchaser shall assume and agree to be bound by, all obligations and liabilities of Seller under the Leases and otherwise with respect to the Tenants of the Effective Time Premises, including the guaranties under the Leases, with respect to Buyer (in sufficient counterparts obligations which arise after Closing, subject to facilitate filing the further terms and recording) conditions of this Agreement, such agreement to be substantially in the form of Exhibit C conveying the Assets; and E attached hereto (ii) such other assignments, bills of sale, or deeds necessary to transfer the Assets to Buyer, including without limitation any conveyances on official forms and related documentation necessary to transfer the Assets to Buyer in accordance with requirements of governmental regulations (collectively, the “ConveyancesAssignment of Leases”); (biii) Buyer shall deliver a schedule of all security deposits and a check or credit to Seller the cash portion of the Purchase Price Purchaser in immediately available funds, less the amount of the Deposit and any additional deposit paid to such security deposits, including accrued interest thereon, held by Seller pursuant to Section 10.1, and the Purchase Price Units; (c) Seller shall deliver to Buyer possession of the Assets; (d) Seller and Buyer shall execute and deliver letters in lieu directing all purchasers of production to pay Buyer the proceeds attributable to production from the Assets from and after the Effective Time; (e) Buyer shall deliver to Seller evidence of appropriate federal, state and local bonds relating to ownership of the Assets after on the Closing Date, together with an assignment and certificates of insurance evidencing that Buyer has obtained appropriate insurance covering the Assets; (f) Seller shall deliver to Buyer certificates substantiating non-foreign status in accordance with Treasury Regulations under Section 1445 of the Code, assumption agreement substantially in the form attached hereto as Exhibit F (the “Assignment of Exhibit D (“FIRPTA CertificateSecurity Deposits”); (giv) Buyer shall prepare a certificate updating the Rent Schedule and Arrearage Schedule, together with an assessment of such arrears, subject to adjustment as provided herein; (v) an original letter, executed by Seller or by its agent, advising the Tenants of the sale of the Property to Purchaser and directing that rents and other payments thereafter be sent to Purchaser or as Purchaser may direct; (vi) to the extent the same are in Seller’s possession or in the possession of Seller’s managing agent, Seller shall deliver all original Leases and any amendments or extensions thereto; (vii) original Tenant Estoppel Certificates (hereinafter defined) in the form required by each Tenant’s Lease dated no earlier than forty-five (45) days prior to the Scheduled Closing Date. Seller shall request in writing that the Tenants execute such Tenant Estoppel Certificates. Seller’s delivery to Purchaser of original Tenant Estoppel Certificates for all of the Tenants as aforesaid shall be a condition to Purchaser’s obligation to close hereunder. In addition, the business terms contained in the Tenant Estoppel Certificates must be in accordance with the Leases in all material respects; (viii) a certificate by each of the Condominiums or their respective managing agents substantially in the form annexed hereto as Exhibit G; (ix) an assignment to Purchaser, without recourse or warranty, of all of the interest of Seller in and deliver to Buyer the certificates, permits, approvals and other documents to be delivered to Purchaser at the Closing which are then in effect with respect to the Property and are assignable by Seller substantially in the form annexed hereto as Exhibit H (the “General Assignment”); (x) an affidavit of Seller pursuant to Section 1445(b)(2) of the Internal Revenue Code of 1986, as amended, stating that Seller is not a foreign person within the meaning of such Section; (xi) checks to the order of the appropriate governmental authority in payment of all forms necessary for Buyer applicable real property transfer taxes and any tax returns therefor (the “Transfer Tax Returns”) required to assume operations be executed by Seller except that Seller may request that Purchaser use all or a portion of the Balance due Seller to pay such taxes on Seller’s behalf; (xii) evidence reasonably satisfactory to the Assets Title Company that (i) Seller is authorized to consummate the transaction contemplated herein, and (ii) the individual(s) executing the documents on behalf of Seller is/are authorized to do so; (xiii) to the extent the same are in Seller’s possession, all keys to the Units and all access codes, if any; (xiv) a title affidavit in the form annexed hereto as agreed Exhibit J; (xv) all other documents and instruments required by this Agreement and/or the Condominium Documents to be executed and/or delivered by the PartiesSeller at Closing; and (hxvi) any other documents, instruments, or agreements reasonably necessary to effectuate the transactions contemplated hereunder, in accordance with the express terms, covenants and conditions hereof. 9.2 At the Closing, Purchaser shall pay the Balance to Seller as provided in Article 2 hereof. 9.3 At the Closing, Purchaser shall execute and/or deliver to Buyer the certificates for all following: (i) the Transfer Tax Returns; (ii) a Power of Attorney executed by Purchaser and acknowledged by a notary public, in the form required by the Condominium Documents, in favor of the GMO Stock applicable Board of Managers, if required; (iii) the General Assignment; (iv) the Assignment of Leases; (v) the Assignment of Security Deposits; (vi) a written agreement authorizing Escrow Agent to pay the Escrow Funds to Seller or Seller’s designee, and releasing Escrow Agent from any liability arising out of the performance of its obligations pursuant to this Agreement; (vii) copies of the articles of organization of Purchaser, and all consents and resolutions required to consummate the transactions contemplated hereby, certified to be true and complete by an authorized officer of Purchaser; (viii) such affidavits, agreements and instruments as shall be reasonably required by the MV Stock properly Title Company; (ix) all other documents and instruments required by this Agreement and/or the Condominium Documents to be executed for assignment and/or delivered by Purchaser at Closing; and (x) any other documents, instruments or agreements reasonably necessary to Buyereffectuate the transactions contemplated hereunder, in accordance with the express terms, covenants and conditions hereof.

Closing Obligations. At Closing, the following events shall occur, each being a condition precedent to the others and each being deemed to have occurred simultaneously with the others: (a) Seller shall execute, acknowledge and deliver to Buyer (i) an Assignment, B▇▇▇ of Sale and Conveyance of the Assets, effective as of the Effective Time to Buyer (in sufficient counterparts to facilitate filing and recording) substantially in the form of Exhibit C conveying the Assets; and (ii) such other assignments, bills of sale, or deeds necessary to transfer the Assets to Buyer, including without limitation any conveyances on official forms and related documentation necessary to transfer the Assets to Buyer in accordance with requirements of governmental regulations (collectively, the “Conveyances”); (b) Buyer shall deliver to Seller the cash portion a release of the Purchase Price in immediately available funds, less the amount of the Deposit and any additional deposit paid to Seller pursuant to Section 10.1, and the Purchase Price UnitsTCW Debt; (c) Seller shall deliver to Buyer possession of the Assets; (d) Seller and Buyer shall execute and deliver letters in lieu directing all purchasers of production to pay Buyer the proceeds attributable to production from the Assets from and after the Effective Time; (e) Buyer shall deliver to Seller evidence of appropriate federal, state and local bonds relating to ownership of the Assets after the Closing and certificates of insurance evidencing that Buyer has obtained appropriate insurance covering the Assets; (f) Seller shall deliver to Buyer certificates substantiating non-foreign status in accordance with Treasury Regulations under Section 1445 of the Code, in the form of Exhibit D (“FIRPTA Certificate”); (g) Buyer shall prepare and Seller shall execute and deliver to Buyer all forms necessary for Buyer to assume operations on the Assets as agreed to by the Parties; and; (h) Seller shall deliver to Buyer the certificates certificate for all of the GMO Stock and all of the MV Stock properly executed for assignment to Buyer; (i) Seller shall provide to Buyer evidence that Seller has no cash on hand and that for the period beginning sixty (60) days prior to the execution of this Agreement through Closing Seller has applied all cash on hand and all funds received by Seller during that period to the Pre-Closing Liabilities, except for those funds held by Seller as fiduciary to third-party beneficiaries as Operator, such as, suspense funds, prepay paid drilling funds, royalty funds and taxes which will be transferred to Buyer’s designated Operator.

Closing Obligations. At ClosingClosing and, the following events shall occur, each being a condition precedent to the others and each being deemed to have occurred simultaneously with the othersextent possible, simultaneously: (a) 7.2.1 The Seller shall execute, acknowledge and deliver to BuyerWireCo the following: (i) an Assignment, B▇▇▇ share certificates of Sale and Conveyance of the Assets, effective as of the Effective Time to Buyer (in sufficient counterparts to facilitate filing and recording) substantially in the form of Exhibit C conveying the Assets; andHoldCo Shares duly endorsed; (ii) such the share, accessory contributions and shareholder loans purchase and sale agreement or transfer instrument duly executed; (iii) a request addressed to HoldCo for the registration of the transfer of ownership to WireCo of the HoldCo Shares, pursuant to article 102, 2, c), of the Portuguese Securities Code; (iv) resignation letters of all members of the social bodies of HoldCo, COS, AMS, C&L and ▇▇▇▇▇▇▇▇ Holland (except from the managing director of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇), in the Agreed Form, confirming that they have no claim against the said companies for compensation for loss of office (whether contractual, statutory or otherwise), unfair dismissal, redundancy or otherwise and also that no arrangement is outstanding under which those companies have or may have any obligation to them; (v) if requested by WireCo, the resignation of the auditors of ▇▇▇▇▇▇▇▇ Holland; (vi) the COS Group Companies’ books (including, but not limited to, minutes books of the board of directors, minutes books of the general meeting of shareholders, ledger of shares or shareholders’ register book), the share certificates of COS, and up-to-date certificate of the commercial register of each of the COS Group Companies; (vii) a certified copy of board minutes of the Seller in the Agreed Form authorising the execution of and the performance of its obligations under this Agreement and each ancillary document relating to the Transaction; (viii) a copy of the Closing Confirmation Notice signed by the Seller; (ix) a legal opinion issued by ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ e Associados – Sociedade Advogados, RL in the Agreed Form and updating the opinion given by the same firm as of the date of this Agreement. 7.2.2 WireCo shall deliver to the Seller a copy of either a quota holder general meeting minutes approving the undertaking of obligations under and the execution of this Agreement and each ancillary documents relating to this transaction or any other assignments, bills document in substitution for the same and a copy of sale, or deeds necessary the Closing Confirmation Notice signed by the Purchaser. 7.2.3 WireCo shall deliver to transfer the Assets Seller the share and accessory contributions and shareholder loans purchase and sale agreement duly executed; 7.2.4 WireCo shall pay the Purchase Price to Buyer, including without limitation any conveyances on official forms the Escrow Bank Account and related documentation necessary to transfer the Assets to Buyer Seller in accordance with requirements of governmental regulations (collectively, the “Conveyances”); (b) Buyer shall deliver to Seller the cash portion of the Purchase Price in immediately available funds, less the amount of the Deposit and any additional deposit paid to Seller pursuant to Section 10.1, and the Purchase Price Units; (c) Seller shall deliver to Buyer possession of the Assets; (d) Seller and Buyer shall execute and deliver letters in lieu directing all purchasers of production to pay Buyer the proceeds attributable to production from the Assets from and after the Effective Time; (e) Buyer shall deliver to Seller evidence of appropriate federal, state and local bonds relating to ownership of the Assets after the Closing and certificates of insurance evidencing that Buyer has obtained appropriate insurance covering the Assets; (f) Seller shall deliver to Buyer certificates substantiating non-foreign status in accordance with Treasury Regulations under Section 1445 of the Code, in the form of Exhibit D (“FIRPTA Certificate”); (g) Buyer shall prepare and Seller shall execute and deliver to Buyer all forms necessary for Buyer to assume operations on the Assets as agreed to by the Parties; and (h) Seller shall deliver to Buyer the certificates for all of the GMO Stock and all of the MV Stock properly executed for assignment to BuyerClause 3.1.2.

Closing Obligations. At Closing, the following events shall occur, each being a condition precedent to the others and each being deemed to have occurred simultaneously with the others: (a) Seller At the Closing, Parent shall execute, acknowledge and deliver to BuyerHoldings or C&A Products: (i) an Assignment, B▇▇▇ of Sale certificates representing the Shares and Conveyance all of the Assets, effective as issued and outstanding shares of capital stock of Textron Automotive Exteriors Inc. duly endorsed (or accompanied by duly executed stock powers) for transfer to C&A Products or a designated Subsidiary or Subsidiaries of C&A Products; (ii) the Officer's Certificate described in Section 6.2(c); (iii) the resignation of any officer or director of any Bison Subsidiary who is an employee or director of Parent or a Non-Bison Subsidiary; (iv) a certificate under Section 1445(b)(2) of the Effective Time Code providing that Parent is not a foreign person, in form and substance reasonably satisfactory to Buyer Holdings; (in sufficient counterparts to facilitate filing v) a duly executed Assignment and recording) Assumption Agreement and Transition Agreement substantially in the form of Exhibit C conveying forms attached hereto as Exhibits 2 and 4 respectively; (vi) duly executed License Agreements substantially in the Assetsforms attached hereto as Exhibits 3A, 3B and 3C; (vii) duly executed Registration Rights Agreements substantially in the forms attached hereto as Exhibits 5 and 6; and (iiviii) such other assignmentsduly executed documents to effect the sale and transfer of Intellectual Property required by Section 2.2(a). (b) At the Closing, bills Holdings and C&A Products shall deliver to Parent or a designated Subsidiary of sale, Parent: (i) one or deeds necessary to transfer more certificates representing the Assets to Buyer, including without limitation any conveyances on official forms and related documentation necessary to transfer the Assets to Buyer number of shares of Holdings Common Stock specified in accordance with requirements of governmental regulations (collectively, the “Conveyances”Section 2.1(b); (bii) Buyer shall deliver to Seller certificates representing the cash portion of the Purchase Price in immediately available funds, less the amount of the Deposit and any additional deposit paid to Seller pursuant to Section 10.1, and the Purchase Price UnitsPreferred Stock; (ciii) Seller shall deliver to Buyer possession of the Assets; (d) Seller and Buyer shall execute and deliver letters Officer's Certificate described in lieu directing all purchasers of production to pay Buyer the proceeds attributable to production from the Assets from and after the Effective Time; (e) Buyer shall deliver to Seller evidence of appropriate federal, state and local bonds relating to ownership of the Assets after the Closing and certificates of insurance evidencing that Buyer has obtained appropriate insurance covering the Assets; (f) Seller shall deliver to Buyer certificates substantiating non-foreign status in accordance with Treasury Regulations under Section 1445 of the Code, in the form of Exhibit D (“FIRPTA Certificate”6.3(c); (giv) Buyer shall prepare a duly executed Assignment and Seller shall execute Assumption Agreement and deliver to Buyer all Transition Agreement substantially in the forms necessary for Buyer to assume operations on attached hereto as Exhibits 2 and 4 respectively; (v) duly executed License Agreements substantially in the Assets forms attached hereto as agreed to by Exhibits 3A, 3B and 3C; (vi) duly executed Registration Rights Agreements substantially in the Partiesforms attached hereto as Exhibits 5 and 6; and (hvii) Seller shall deliver the cash amounts set forth in Sections 2.1 and 2.2 by wire transfer of immediately available funds to Buyer accounts designated by Parent in writing at least two business days prior to the certificates for all of the GMO Stock and all of the MV Stock properly executed for assignment to BuyerClosing Date.

Closing Obligations. At the Closing, the following events shall occur, each being a condition precedent to the others and each being deemed to have occurred simultaneously with the others: (a) Seller shall execute, acknowledge and deliver to BuyerPurchaser: (i) an Assignment, Bthe ▇▇▇▇ of Sale and Conveyance Security and Pledge Agreement, duly executed by Seller; (ii) a certificate executed by Seller representing and warrant-ing to Purchaser that each of the Assets, effective representations and warranties of Seller in this Agreement was accurate in all respects as of the Effective Time date of this Agreement and is accurate in all respects as of the Closing Date as if made on the Closing Date (giving full effect to Buyer any supplements to the Disclosure Memorandum that were delivered by Seller to Purchaser prior to the Closing Date in accordance with Section 6.5); (iii) a certificate of VitaCBD Brand representing and warranting that it has an ownership interest of not more than 20% in sufficient counterparts to facilitate filing and recording) substantially in the form any of Exhibit C conveying the Assets; and (iiiv) such other assignmentsdocuments as Purchaser may reasonably request for the purpose of (A) evidencing the accuracy of any of Seller’s representations and warranties, bills of sale(B) evidencing the performance by Seller of, or deeds necessary the compliance by Seller with, any covenant or obligation required to transfer be performed or complied with by it, (C) evidencing the Assets satisfaction of any condition referred to Buyerin Article 8, including without limitation or (D) otherwise facilitating the consummation or performance of any conveyances on official forms and related documentation necessary to transfer of the Assets to Buyer in accordance with requirements of governmental regulations (collectively, the “Conveyances”);Contemplated Transactions. (b) Buyer Purchaser shall deliver deliver: (i) A cashier’s check in the principal amount of $150,000, made payable to Seller the cash portion Seller; (ii) A stock certificate(s) representing 200,000 shares of the Purchase Price Stock in immediately available funds, less the amount name of Seller and evidence of direction and authority given to Purchaser’s transfer agent to issue a certificate in the name of Seller for such additional shares of the Deposit and any additional deposit paid Stock as may be required to Seller be issued pursuant to Section 10.12.4.; (iii) the ▇▇▇▇ of Sale and Security and Pledge Agreement duly executed by Purchaser; (iv) a certificate executed by Purchaser to the effect that each of Purchaser’s representations and warranties in this Agreement was accurate in all respects as of the date of this Agreement and is accurate in all respects as of the Closing Date as if made on the Closing Date; and (v) such other documents as Seller may reasonably request for the purpose of (A) evidencing the accuracy of any representation or warranty of Purchaser, and (B) evidencing the Purchase Price Units;performance by Purchaser of, or the compliance by Purchaser with, any covenant or obligation required to be performed or complied with by Purchaser, (C) evidencing the satisfaction of any condition referred to in Article 9, or (D) otherwise facilitating the consummation of any of the Contemplated Transactions. (c) Simultaneously with such deliveries, Seller shall deliver take all action necessary or appropriate to Buyer put Purchaser in actual possession and operating control of the Assets; (d) Seller and Buyer shall execute and deliver letters in lieu directing all purchasers of production to pay Buyer the proceeds attributable to production from the Assets from and after the Effective Time; (e) Buyer shall deliver to Seller evidence of appropriate federal, state and local bonds relating to ownership of the Assets after the Closing and certificates of insurance evidencing that Buyer has obtained appropriate insurance covering the Assets; (f) Seller shall deliver to Buyer certificates substantiating non-foreign status in accordance with Treasury Regulations under Section 1445 of the Code, in the form of Exhibit D (“FIRPTA Certificate”); (g) Buyer shall prepare and Seller shall execute and deliver to Buyer all forms necessary for Buyer to assume operations on the Assets as agreed to by the Parties; and (h) Seller shall deliver to Buyer the certificates for all of the GMO Stock and all of the MV Stock properly executed for assignment to Buyer.

Closing Obligations. At the Closing, the following events shall occur, each being a condition precedent to the others and each being deemed to have occurred simultaneously with the others: (a) Seller shall deliver (and execute, acknowledge as appropriate), or cause to be delivered (and deliver executed, as appropriate), to Buyer: (i) an Assignment, B▇▇▇ the Instruments of Sale and Conveyance Conveyance; (ii) possession of the AssetsAssets(except the Suspense Funds, effective which shall be conveyed to Buyer by way of a downward adjustment to the Purchase Price as provided in Section 2.05(b)(ii)(E)); (iii) a certificate, in substantially the form set forth in Exhibit F, executed by Seller (a) representing and warranting to Buyer that each of Seller’s representations and warranties in this Agreement is true and correct in all material respects (or, with respect to representations and warranties qualified by materiality, in all respects) as of the Effective Time Closing Date as if made on the Closing Date (except to the extent any such representation or warranty is stated to relate to an earlier date in which case such representation and warranty was true and correct on and as of such earlier date) and (b) representing and warranting to Buyer that Seller has performed and complied in all material respects with each of the Seller’s covenants and conditions in this Agreement prior to or as of the Closing Date; (iv) a certificate executed by the secretary or assistant secretary of Seller certifying as to and attaching the following: (a) true, correct and complete copies the Seller’s organizational documents (together with any and all amendments), (b) true, correct, and complete copies of resolutions of Seller’s board of directors or other managing authority, as appropriate, authorizing and approving the execution, delivery, and performance of the Agreement, the Instruments of Conveyance, or other documents delivered pursuant to this Agreement and (c) the incumbency for each officer of Seller executing this Agreement, the Instruments of Conveyance, or other documents delivered pursuant to this Agreement; (v) such documents as Buyer or counsel for Buyer may reasonably request, including but not limited to letters-in-lieu of transfer order to purchasers of production from the ▇▇▇▇▇; (vi) the financial information described in sufficient counterparts to facilitate filing and recording) substantially in the form of Exhibit C conveying the AssetsArticle 12.19; and (iivii) such other assignments, bills of sale, or deeds necessary instructions directing the Escrow Agent to transfer deliver the Assets Deposit to Buyer. The Escrow Agent's delivery and Buyer’s acceptance of the certificates of the Deposit Shares shall constitute the Buyer's Parent's repurchase of the Deposit Shares from Seller, including without limitation any conveyances on official forms payment by Buyer's Parent and related documentation necessary to transfer the Assets to Buyer in accordance with requirements of governmental regulations (collectively, the “Conveyances”);without recourse or warranty whatsoever against Seller. (b) Buyer shall deliver (and execute, as appropriate) to Seller: (i) the Preliminary Amount by wire transfer to the account(s) specified by Seller in written notice given by Seller to Buyer at least ten (10) Business Days prior to the cash portion of the Purchase Price in immediately available funds, less the amount of the Deposit and any additional deposit paid to Seller pursuant to Section 10.1, and the Purchase Price UnitsClosing Date; (cii) Seller shall deliver to Buyer possession the Instruments of the AssetsConveyance; (diii) a certificate, in substantially the form set forth in Exhibit F, executed by Buyer (a) representing and warranting to Seller that each of Buyer’s representations and warranties in this Agreement is true and correct in all material respects as of the Closing Date as if made on the Closing Date (except to the extent any such representation or warranty is stated to relate to an earlier date in which case such representation and warranty was true and correct on and as of such earlier date) and (b) representing and warranting to Seller that Buyer shall execute has performed and deliver letters complied in lieu directing all purchasers material respects with each of production the Buyer’s covenants and conditions in this Agreement prior to pay Buyer or as of the proceeds attributable to production from the Assets from and after the Effective TimeClosing Date; (eiv) a certificate executed by the secretary or assistant secretary of Buyer shall deliver certifying as to Seller evidence and attaching the following: (a) true, correct and complete copies the Buyer’s organizational documents (together with any and all amendments), (b) true, correct and complete copies of appropriate federalresolutions of Buyer’s board of directors or other managing authority, state as appropriate, authorizing and local bonds relating to ownership approving the execution, delivery, and performance of the Assets after Agreement, the Closing Instruments of Conveyance, or other documents delivered pursuant to this Agreement and certificates (c) the incumbency for each officer of insurance evidencing that Buyer has obtained appropriate insurance covering executing this Agreement, the AssetsInstruments of Conveyance, or other documents delivered pursuant to this Agreement; (fv) such other documents as Seller shall deliver to Buyer certificates substantiating non-foreign status in accordance with Treasury Regulations under Section 1445 of the Code, in the form of Exhibit D (“FIRPTA Certificate”); (g) Buyer shall prepare and or counsel for Seller shall execute and deliver to Buyer all forms necessary for Buyer to assume operations on the Assets as agreed to by the Parties; and (h) Seller shall deliver to Buyer the certificates for all of the GMO Stock and all of the MV Stock properly executed for assignment to Buyermay reasonably request.

Closing Obligations. At the Closing, the following events shall occur, each being a condition precedent to the others and each being deemed to have occurred simultaneously with the others: (a) Seller Sellers shall execute, acknowledge and deliver to Buyer (i) an Assignment, B▇▇▇ of Sale and Conveyance of the Assets, effective as of the Effective Time to Buyer (in sufficient counterparts to facilitate filing and recording) substantially in the form of Exhibit C conveying the Assets; and (ii) such other assignments, bills of sale, or deeds necessary to transfer the Assets Assignment to Buyer, including without limitation any conveyances on official forms and related documentation necessary as well as such certificates or other documents as are reasonably required to affect the transfer of the Assets Properties to Buyer in accordance with requirements of governmental regulations (collectively, the “Conveyances”);Buyer. (b) Buyer Sellers shall deliver to Seller the cash portion Buyer exclusive possession of the Purchase Price in immediately available funds, less the amount of the Deposit and any additional deposit paid to Seller pursuant to Section 10.1, and the Purchase Price Units;Properties. (c) Seller shall deliver to Buyer possession of the Assets; (d) Seller Sellers and Buyer shall execute execute, acknowledge and deliver such transfer orders or letters in lieu thereof as Buyer may reasonably request, directing all purchasers of production to pay Buyer the make payment of proceeds attributable to production from the Assets from and Properties after the Effective Time;Time to Buyer. (d) To the extent all or a portion of the Purchase Price is paid in cash, Buyer shall tender the Adjusted Purchase Price to Sellers by wire transfer on the Closing Date. (e) Sellers will provide Buyer shall deliver with executed assignments of assignable contracts which relate to Seller evidence the Properties, if and to the extent that the terms of appropriate federal, state and local bonds relating to ownership of the Assets after the Closing and certificates of insurance evidencing such contracts (if any) require that Buyer has obtained appropriate insurance covering the Assets;they be separately assigned. (f) Seller shall deliver Sellers will have delivered or cause to Buyer certificates substantiating non-foreign status be delivered evidence that all Liens securing unpaid indebtedness, including, without limitation, taxes, futures, ▇▇▇▇▇▇, swaps, collars, puts, calls, floors, caps, options, or other obligations existing of law or in accordance with Treasury Regulations under Section 1445 contract, whether of the Coderecord or not, in the form of Exhibit D (“FIRPTA Certificate”);have been released. (g) Buyer shall prepare and An executed statement described in Treasury Regulation § 1.1445-2(b)(2) certifying that each Seller shall execute and deliver to Buyer all forms necessary for Buyer to assume operations on is not a foreign person within the Assets as agreed to by meaning of the Parties; andCode. (h) Each Party shall deliver a certificate duly executed by an authorized officer of such Party if an entity, or by such Party otherwise, dated as of the Closing, certifying on behalf of such Party that the closing conditions with respect to such Party have been fulfilled. (i) Each non-entity Seller shall deliver to Buyer the certificates for all of the GMO Stock and all of the MV Stock properly executed for assignment documentation, reasonable satisfactory to Buyer, certifying the authenticity of such Seller’s signature. (j) Copies of all consents, waivers of preferential rights and releases of Liens encumbering the Properties.

Closing Obligations. At Closing, the following events shall occur, each being a condition precedent to the others and each being deemed to have occurred simultaneously with the others: (a) Seller shall execute, acknowledge and deliver to Buyer (i) an Assignment, B▇▇▇ of Sale and Conveyance of the Assets, effective as of the Effective Time to Buyer (in sufficient counterparts to facilitate filing and recording) substantially in the form of Exhibit C conveying the AssetsAssets with special warranty of title; and (ii) such other assignments, bills of sale, or deeds necessary to transfer the Assets to Buyer, including without limitation any conveyances on official forms and related documentation necessary to transfer the Assets to Buyer in accordance with requirements of governmental regulations (collectively, the “Conveyances”); (b) Buyer shall deliver to Seller (i) certificates for an aggregate of forty-five thousand nine hundred nine-eighty (45,998) validly issued, fully paid and non-assessable Common Units registered in the name of the Seller (or its designee(s), provided that each such designee is an “accredited investor” as defined in Rule 501(a) under the Securities Act of 1933, as amended); (ii) the cash portion of the Purchase Price in immediately available funds, less the amount of the Deposit and any additional deposit paid to Seller pursuant to Section 10.1, and ; and (iii) the Purchase Price Units;Note. (c) Seller shall deliver to Buyer possession of the Assets; (d) Seller and Buyer shall execute and deliver letters in lieu directing all purchasers of production to pay Buyer the proceeds attributable to production from the Assets from and after the Effective Time; (e) Buyer shall deliver to Seller evidence of appropriate federal, state and local bonds relating to ownership of the Assets after the Closing and certificates of insurance evidencing that Buyer has obtained appropriate insurance covering the Assets; (f) Seller shall deliver to Buyer certificates substantiating non-foreign status in accordance with Treasury Regulations under Section 1445 of the Code, in the form of Exhibit D (“FIRPTA Certificate”); (g) Buyer shall prepare and Seller shall execute and deliver to Buyer all forms necessary for Buyer to assume operations on the Assets as agreed to by the Parties; and (h) Seller shall deliver to Buyer the certificates for all of the GMO Stock and all of the MV Stock properly executed for assignment to Buyer.

Closing Obligations. (a) At the Closing, the following events Company shall occur, each being a condition precedent to the others deliver (and each being deemed to have occurred simultaneously with the others: (a) Seller shall execute, acknowledge as appropriate), or cause to be delivered (and deliver executed, as appropriate), to BuyerParent the following: (i) a duly executed certificate from an Assignment, B▇▇▇ of Sale and Conveyance authorized Person of the AssetsCompany in the form attached hereto as Exhibit D, effective dated as of the Effective Time to Buyer Closing Date, certifying that the conditions set forth in Section 7.1, Section 7.2 and Section 7.3 have been satisfied; (in sufficient counterparts to facilitate filing ii) a validly completed and recordingduly executed IRS Form W-9 from the Stockholder (or, if the Stockholder is disregarded for U.S. federal income tax purposes, its regarded owner); (iii) substantially the Registration Rights Agreement in the form of Exhibit C conveying the Assets; and E (ii) such other assignments, bills of sale, or deeds necessary to transfer the Assets to Buyer, including without limitation any conveyances on official forms and related documentation necessary to transfer the Assets to Buyer in accordance with requirements of governmental regulations (collectively, the “ConveyancesRegistration Rights Agreement”), duly executed by the Stockholder; (biv) Buyer shall deliver to Seller the cash portion resignations of each of the Purchase Price in immediately available fundsindividuals who serves as an officer, less the amount director or manager of the Deposit Company and any additional deposit paid to Seller pursuant to Subsidiaries and are listed on Section 10.1, and the Purchase Price Units; (c3.3(a)(iv) Seller shall deliver to Buyer possession of the Assets; (d) Seller and Buyer shall execute and deliver letters Company Disclosure Letter, in lieu directing all purchasers of production to pay Buyer the proceeds attributable to production from the Assets from and after the Effective Time; (e) Buyer shall deliver to Seller evidence of appropriate federal, state and local bonds relating to ownership of the Assets after the Closing and certificates of insurance evidencing that Buyer has obtained appropriate insurance covering the Assets; (f) Seller shall deliver to Buyer certificates substantiating non-foreign status in accordance with Treasury Regulations under Section 1445 of the Codeeach case, in the form of Exhibit D F; (v) the Escrow Agreements, duly executed by the Stockholder; and (vi) a validly completed Certificate of Accredited Investor Status in the form attached hereto as Exhibit J (the “FIRPTA Accredited Investor Certificate”), duly executed by the Stockholder and certifying as to its status as an “accredited investor” within the meaning of Rule 501 of Regulation D under the Securities Act. (b) At the Closing, Parent shall: (i) direct Continental Stock Transfer & Trust Company, ▇▇▇▇▇▇’s transfer agent, to create a book-entry account for the Stockholder and to credit such account with a number of shares of Parent Common Stock equal to the Closing Stock Consideration, which shall be evidenced by the book-entry statement contemplated in Section 3.3(b)(viii); (gii) Buyer shall prepare and Seller shall execute and deliver the Cash Consideration to the Stockholder, by wire transfer of immediately available funds to an account designated in writing by the Stockholder no less than two (2) Business Days prior to the Closing Date; (iii) deliver to Buyer all forms necessary the Company a duly executed certificate from an officer of Parent in the form attached hereto as Exhibit G, dated as of the Closing Date, certifying that the conditions set forth in Section 8.1, Section 8.2 and Section 8.3 have been satisfied; (iv) deliver or cause to be delivered (on behalf of the Company and the Company’s Subsidiaries) to the holders of Specified Funded Indebtedness, an aggregate amount equal to the Indebtedness Payoff Amount in accordance with the Payoff Letters, by wire transfer of immediately available funds to the accounts and in the amounts specified with respect to each such holder in the Payoff Letters; (v) deliver to the Escrow Agent, by wire transfer of immediately available funds to such account designated in writing by the Escrow Agent, for Buyer deposit in an escrow account (the “Adjustment Escrow Account”), the Adjustment Escrow Amount, to assume operations be held in the Adjustment Escrow Account and distributed by the Escrow Agent in accordance with the terms of the Adjustment Escrow Agreement and this Agreement; (vi) deliver to the Escrow Agent, by wire transfer of immediately available funds and/or, to the extent applicable, transfer of shares of Parent Common Stock to such account designated by the Escrow Agent, for deposit in the SC Escrow Account, the SC Escrow Amount, to be held in the SC Escrow Account and distributed by the Escrow Agent in accordance with the term of the SC Escrow Agreement, Schedule SC attached hereto and this Agreement; (vii) deliver to the Company evidence that (A) Parent shall have submitted the Additional Listing Notification in accordance with the rules and regulations of Nasdaq and (B) the shares of Parent Common Stock comprising the Stock Consideration have been approved and authorized for listing on the Assets as agreed Nasdaq, subject to official notice of issuance; (viii) deliver, or cause the transfer agent to deliver, to the Company a statement reflecting the settled book-entry positions in the account for the Stockholder; (ix) deliver to the Company the Registration Rights Agreement, duly executed by ▇▇▇▇▇▇; (x) deliver an aggregate amount equal to the Estimated Transaction Expenses, by wire transfer of immediately available funds, to each of the payees thereof (on behalf of the Company and its Subsidiaries) to the accounts and in the amounts specified with respect to each such payee in the Transaction Expenses Payoff Instructions and this Agreement; provided, that, notwithstanding the foregoing, Parent shall deliver or cause to be delivered to the Company any portion of the Estimated Transaction Expenses that constitutes compensation income to any employee or former employee of the Company, and the Company shall pay such amounts, less any required Taxes, to the employee or former employee on the next regularly scheduled payroll date that is at least five Business Days following the Closing or, if any such amount becomes due and payable following such date, by the Partiesnext regularly scheduled payroll date following the date such amount becomes due and payable; and (hxi) Seller shall deliver to Buyer the certificates for all of Company the GMO Stock and all of the MV Stock properly Escrow Agreements, duly executed for assignment to Buyerby ▇▇▇▇▇▇.

Closing Obligations. At Closing, the following events shall occur, each being a condition precedent to the others and each being deemed to have occurred simultaneously with the others: (a) On the Closing Date, Buyer will deliver or cause to be delivered to Seller shall executethe following items (all documents, acknowledge other than the Letter of Credit, will be duly executed and deliver to acknowledged, where required, by an authorized signatory of Buyer or, if applicable, Buyer Parent or Buyer (i’s Affiliates) an Assignment, B▇▇▇ of Sale and Conveyance of the Assets, effective as of the Effective Time to Buyer (in sufficient counterparts to facilitate filing and recording) substantially in the form of Exhibit C conveying the Assets; and (ii) such other assignments, bills of sale, or deeds necessary to transfer the Assets to Buyer, including without limitation any conveyances on official forms and related documentation necessary to transfer the Assets to Buyer in accordance with requirements of governmental regulations (collectively, the “ConveyancesBuyer Deliverables”)): (i) The Adjusted Purchase Price to an account or accounts designated by Seller (for the account of Seller, any Selling Subsidiary, or any Qualified Intermediary designated by Seller in writing to Buyer no later than three (3) business day prior to Closing) by direct bank deposit or wire transfer in same day funds; Assignments covering the Conveyed Interests in sufficient counterparts for recordation in each of the Subject Counties; (ii) The Participation Agreement, the Tax Partnership Agreement, the Letter of Credit Agreement and the Standstill Agreement; (iii) The Buyer Parent Guarantee; (iv) The Letter of Credit, duly executed and delivered by the State Bank of India; (v) The Gas Gathering Acknowledgements; and (vi) A certificate from an officer of Buyer certifying on behalf of Buyer that the conditions set forth in Sections 8.1 and 8.2 have been satisfied. (b) On the Closing Date, Seller will deliver or cause to be delivered to Buyer shall deliver to the following items (all documents will be duly executed and acknowledged, where required, by an authorized signatory of Seller or, if applicable, Seller Parent or Seller’s Affiliates, including the cash portion Selling Subsidiaries) (collectively, the “Seller Deliverables”): (i) Assignments covering the Conveyed Interests in sufficient counterparts for recordation in each of the Purchase Price in immediately available funds, less the amount of the Deposit and any additional deposit paid to Seller pursuant to Section 10.1, and the Purchase Price UnitsSubject Counties; (cii) Seller shall deliver to Buyer possession The Participation Agreement, the Tax Partnership Agreement, the Letter of Credit Agreement and the AssetsStandstill Agreement; (diii) Seller The written consent of JPMorgan Chase Bank, N.A., as administrative agent under the Atlas Credit Agreement, to the consummation of the transactions contemplated by this Agreement and Buyer shall execute and deliver letters in lieu directing all purchasers of production to pay Buyer the proceeds attributable to production from the Assets from and after the Effective TimeTransaction Documents; (eiv) Buyer shall deliver to Seller evidence Releases of appropriate federal, state and local bonds relating to ownership of any Lien on the Assets after Conveyed Interests under the Closing and certificates of insurance evidencing that Buyer has obtained appropriate insurance covering the AssetsAtlas Credit Agreement; (fv) Executed statements described in Treasury Regulation §1.1445-2(b)(2) from Seller shall deliver to Buyer certificates substantiating non-certifying that it is neither a foreign status in accordance with Treasury Regulations under Section 1445 person nor a disregarded entity within the meaning of the Code, in the form of Exhibit D (“FIRPTA Certificate”); (gvi) Buyer shall prepare and Seller shall execute and deliver to Buyer all forms necessary for Buyer to assume operations on the Assets as agreed to by the PartiesThe Gas Gathering Acknowledgements; and (hvii) A certificate from an officer of Seller shall deliver to Buyer certifying on behalf of Seller that the certificates for all of the GMO Stock conditions set forth in Sections 7.1 and all of the MV Stock properly executed for assignment to Buyer7.2 have been satisfied.

Closing Obligations. (a) At Closing, the following events shall occur, each being a condition precedent to the others and each being deemed to have occurred simultaneously with the others: (a) Seller shall execute, acknowledge and deliver to BuyerBuyer the following: (i) an Assignment, B▇▇▇ Executed Assignments and Bills of Sale and Conveyance of the Assets, effective as of the Effective Time to Buyer (in sufficient counterparts to facilitate filing and recording) substantially Properties in the form of attached hereto as Exhibit C conveying the Assets; andB; (ii) such other assignmentsExecuted letters-in-lieu of transfer orders, bills directing that all proceeds of sale, or deeds necessary production from the Properties attributable to transfer periods after the Assets to Buyer, including without limitation any conveyances on official forms and related documentation necessary to transfer the Assets Effective Time be paid to Buyer in accordance with requirements as of governmental regulations and after the Effective Time (collectively, the “ConveyancesLetters in Lieu”); (iii) Executed releases of any and all Liens on the Properties, including, without limitation, those Liens held by Texas Capital Bank; (iv) The Closing Settlement Statement executed by Seller; (v) Possession of the Properties; (vi) A certificate of non-foreign status of Seller that meets the requirements of Treasury Regulation Section 1.1445-2(b)(2); and (vii) The Records shall be made available at their present location(s) within one Business Day of the Closing in order to give Buyer the opportunity to move such Records, at Buyer’s expense, to the location of Buyer’s choice. To the extent not obtained or satisfied one day after Closing, Seller agrees to continue to cooperate with Buyer’s efforts to obtain for Buyer access to files, records and data relating to the Properties in the possession of third parties. (b) At Closing, Buyer shall deliver to Seller the cash portion following: (i) An amount equal to the Closing Payment, as adjusted pursuant to Sections 3.3 (a) and (b), as shown on the Closing Settlement Statement, by wire transfer of the Purchase Price in immediately available funds, less the amount of the Deposit and any additional deposit paid to Seller funds pursuant to Section 10.1, and wire transfer instructions delivered to Buyer prior to the Purchase Price UnitsClosing Date; (cii) Seller shall deliver to Buyer possession An executed Assignment and ▇▇▇▇ of Sale of the AssetsProperties in the form attached hereto as Exhibit B; (diii) Seller and Buyer shall execute and deliver letters in lieu directing all purchasers of production to pay Buyer the proceeds attributable to production from the Assets from and after the Effective Time; (e) Buyer shall deliver to Seller evidence of appropriate federal, state and local bonds relating to ownership of the Assets after the The Closing and certificates of insurance evidencing that Buyer has obtained appropriate insurance covering the Assets; (f) Seller shall deliver to Buyer certificates substantiating non-foreign status in accordance with Treasury Regulations under Section 1445 of the Code, in the form of Exhibit D (“FIRPTA Certificate”); (g) Buyer shall prepare and Seller shall execute and deliver to Buyer all forms necessary for Buyer to assume operations on the Assets as agreed to Settlement Statement executed by the PartiesBuyer; and (hiv) Seller shall deliver to Buyer the certificates for all of the GMO Stock and all of the MV Stock properly Letters-in-Lieu executed for assignment to by Buyer.

Closing Obligations. At the Closing, the following events shall occur, each being a condition precedent to the others and each being deemed to have occurred simultaneously with the others: (a) Seller shall execute, acknowledge and Sellers will deliver to Buyer: (i) an Assignmentcertificates representing the Shares, B▇▇▇ of Sale and Conveyance of the Assets, effective as of the Effective Time to Buyer duly endorsed (in sufficient counterparts to facilitate filing and recording) substantially in the form of Exhibit C conveying the Assetsor accompanied by duly executed stock powers); and (ii) such each other assignmentsdocument reasonably required to be delivered at Closing by Sellers, bills of saleHoldings or the Company in accordance with this Agreement. (b) ACAS will deliver to Buyer the original Warrants, or deeds necessary to transfer the Assets accompanied by assignment documentation reasonably acceptable to Buyer. (c) Buyer will deliver or cause to be delivered: (i) to Sellers and ACAS, including without limitation any conveyances in the aggregate, the sum of (A) $114,566,000 less the Continuing Indebtedness Outstanding and the Debt to be Repaid, plus (B) an amount equal to the Estimated Retained Cash, plus (C) the Estimated Adjustment Amount (which Estimated Adjustment Amount may be positive or negative), minus (D) the Cash Escrow Amount (such sum being hereinafter referred to as the “Closing Date Cash Consideration”), which Closing Date Cash Consideration shall be paid to or as directed by the Sellers and ACAS in such amounts and by such means as are specified in Exhibit 2.4(c) hereto (which Exhibit 2.4(c) shall be attached to this Agreement at Closing). At the instruction of Sellers’ Representative, to be delivered prior to Closing, Buyer shall pay the Seller Expenses out of the amounts otherwise payable under this Section 2.4(c)(i) and proportionately reduce the amounts payable to Sellers and ACAS hereunder by the amount of such Seller Expenses. All amounts set forth on official forms and related documentation necessary Exhibit 2.4 to be paid to Sellers or ACAS by wire transfer shall be in immediately available funds. (ii) to the Assets Escrow Agent, the Cash Escrow Amount; (iii) to or as directed by ACAS in immediately available U.S. funds by confirmed wire transfer to a bank account to be designated by ACAS, the Debt to be Repaid; and (iv) each other document reasonably required to be delivered at Closing by Buyer in accordance with requirements of governmental regulations (collectively, the “Conveyances”); (b) Buyer shall deliver to Seller the cash portion of the Purchase Price in immediately available funds, less the amount of the Deposit and any additional deposit paid to Seller pursuant to Section 10.1, and the Purchase Price Units; (c) Seller shall deliver to Buyer possession of the Assets; (d) Seller and Buyer shall execute and deliver letters in lieu directing all purchasers of production to pay Buyer the proceeds attributable to production from the Assets from and after the Effective Time; (e) Buyer shall deliver to Seller evidence of appropriate federal, state and local bonds relating to ownership of the Assets after the Closing and certificates of insurance evidencing that Buyer has obtained appropriate insurance covering the Assets; (f) Seller shall deliver to Buyer certificates substantiating non-foreign status in accordance with Treasury Regulations under Section 1445 of the Code, in the form of Exhibit D (“FIRPTA Certificate”); (g) Buyer shall prepare and Seller shall execute and deliver to Buyer all forms necessary for Buyer to assume operations on the Assets as agreed to by the Parties; and (h) Seller shall deliver to Buyer the certificates for all of the GMO Stock and all of the MV Stock properly executed for assignment to Buyerthis Agreement.

Closing Obligations. At the Closing, the following events shall occur, each being a condition precedent to the others and each being deemed to have occurred simultaneously with the others: (a) Seller shall executeSELLERS will execute and deliver, acknowledge or cause to be executed and deliver delivered, to BuyerTOG: (i) an Assignmentcertificates representing the FININD SHARES and the ISOCLIMA SHARES, B▇▇▇ duly endorsed by the SELLERS in the name of Sale TOG, said endorsement duly certified by Notary Public and Conveyance then duly registered in the relevant company’s shareholders’ book; ii) letter of resignation of the Assetsdirectors listed in Attachment 2.4 effective on Closing and acknowledging that such directors have no claims against the Acquired Companies whether for loss of office, effective as accrued remuneration or otherwise. iii) As a guarantee for SELLERS’ obligations provided for in this Agreement, SELLERS shall authorize TOG to place in escrow — according to what set forth in Attachment 2.4(a) — a number of TOG Stocks corresponding to a Market Value of Euro 10,000,000 (ten million), such amount to be reduced to Euro 1,000,000 (one million) (and the relevant TOG Stocks to be released to SELLERS) from January 1, 2011 until December 31, 2011, after which date all remaining TOG Stocks shall be released to SELLERS. If SELLERS wish to sell, in whole or in part, the TOG Stocks held in escrow, TOG shall cause the escrow agent to release same and the relevant proceeds shall be held in escrow in place of the Effective Time TOG Stocks. Alternatively, SELLERS shall have the right to Buyer (in sufficient counterparts to facilitate filing provide TOG with a first request primary bank guarantee reasonably acceptable by TOG and recording) substantially payable in the form USA for the entire or part of Exhibit C conveying the Assets; and amounts indicated above in which case the escrow agent shall release (iia) such other assignmentsa number of TOG Stocks whose market value at the time of delivery of the bank guarantee corresponds to the amount of the bank guarantee or (b) the relevant proceeds, bills if the sale of sale, or deeds necessary to transfer the Assets to Buyer, including without limitation any conveyances on official forms and related documentation necessary to transfer the Assets to Buyer in accordance with requirements of governmental regulations (collectively, the “Conveyances”);TOG Stocks has been already made. (b) Buyer shall deliver TOG will execute and deliver, or cause to Seller the cash portion be executed and delivered, to SELLERS: i) Cash in amount of eighty point twenty three percent (80.23%) of the Closing Purchase Price in immediately available fundsPrice, less minus the amount of any Transaction Fees, as defined in Section 12.1 of this Agreement to be paid by TOG to SELLERS by wire transfer with the Deposit and any additional deposit paid same value date or, at SELLERS’ discretion, bank cashier’s or certified checks payable to Seller pursuant to Section 10.1, and the Purchase Price Units; (c) Seller shall deliver to Buyer possession order of the Assets; (d) Seller and Buyer shall execute and deliver letters in lieu directing all purchasers of production to pay Buyer the proceeds attributable to production from the Assets from and after the Effective Time; (e) Buyer shall deliver to Seller evidence of appropriate federal, state and local bonds relating to ownership of the Assets after the Closing and certificates of insurance evidencing that Buyer has obtained appropriate insurance covering the Assets; (f) Seller shall deliver to Buyer certificates substantiating non-foreign status in accordance with Treasury Regulations under Section 1445 of the CodeSELLERS respectively, in the form of Exhibit D (“FIRPTA Certificate”); (g) Buyer shall prepare and Seller shall execute and deliver following percentages: • ▇▇. ▇▇▇▇▇▇▇▇▇: 25.6% to Buyer all forms necessary for Buyer to assume operations on the Assets as agreed to bank account indicated by the Parties; and (h) Seller shall deliver to Buyer the certificates for all of the GMO Stock and all of the MV Stock properly executed for assignment to Buyer.SELLERS

Closing Obligations. At the Closing, the following events shall occur, each being a condition precedent to the others and each being deemed to have occurred simultaneously with the others: (a) Seller Sellers shall execute, acknowledge and deliver to BuyerPurchaser: (i) an Assignmenta properly executed and acknowledged special warranty deed or deeds to the Owned Real Property, B▇▇▇ of Sale the Improvements thereon, and Conveyance of the Assetsappurtenances thereto, effective as of the Effective Time each such deed to Buyer (in sufficient counterparts to facilitate filing and recording) be substantially in the form of Exhibit C conveying the Assets; andB, subject to any applicable requirements for a special warranty deed under applicable state law; (ii) properly executed assignments of Leases and Easements, Contracts and Permits to the extent such other assignments, bills of sale, or deeds necessary to transfer the Assets to Buyer, including without limitation any conveyances on official forms and related documentation necessary to transfer the Assets to Buyer in accordance with requirements of governmental regulations (collectively, the “Conveyances”)can be assigned; (biii) Buyer shall deliver to Seller the cash portion duly executed and recordable, if applicable, releases of the Purchase Price in immediately available fundsall Liens (including those Permitted Liens set forth on Disclosure Schedule 4.6(c), less the amount of the Deposit and any additional deposit paid to Seller pursuant to Section 10.1, and the Purchase Price Units; (cbut excluding all other Permitted Liens) Seller shall deliver to Buyer possession of affecting the Assets; (div) Seller properly executed and Buyer shall execute and deliver letters in lieu directing acknowledged general conveyances of all purchasers of production to pay Buyer the proceeds attributable to production from the Assets from and after the Effective Timefor which no specific conveyance is clearly applicable; (ev) Buyer shall deliver to Seller evidence copies of appropriate federalresolutions of Sellers, state certified as being correct and local bonds relating to ownership complete and then in full force and effect, authorizing the execution of this Agreement and any other agreements and the consummation of the Assets after transactions contemplated under this Agreement and the Closing and certificates of insurance evidencing that Buyer has obtained appropriate insurance covering the Assetsother agreements contemplated hereby; (fvi) Seller shall deliver to Buyer certificates substantiating non-foreign status in accordance with Treasury Regulations under Section 1445 of incumbency and specimen signatures of the Codesignatory officers of Sellers; (vii) a certificate of existence and good standing by the State of Delaware for each Sellers, and copies of Sellers' registration to do business in the State of Tennessee and any other states in which any Assets are located, as a foreign company; (viii) such other certificates and documents as may be called for under this Agreement or as Purchaser shall reasonably request; (ix) a Transition Services Agreement in the form of Exhibit A hereto executed on behalf of Sellers; (x) the Environmental Insurance Policy described in Section 6.11; (xi) written opinion of in-house counsel to Sellers, covering, in the aggregate, Sellers' due organization, valid existence and good standing as legal entities in Delaware, registration and good standing in Tennessee and any other states in which any Assets are located, and the due authorization, execution and delivery by Sellers of this Agreement, which opinion shall be substantially in the form attached hereto as Exhibit C; and (xii) a certificate or certificates dated the Closing Date and executed on behalf of Sellers by one of each of their Responsible Officers to the effect that Sellers' representations, warranties and covenants contained herein are true and correct as of the Closing Date (except to the extent set forth in such certificate) as if made on and as of the Closing Date. (b) Sellers' Guarantor shall deliver to Purchaser: (i) a certificate or certificates dated the Closing Date and executed on behalf of Sellers' Guarantor by one of its Responsible Officers to the effect that Sellers' Guarantor's representations, warranties and covenants contained herein are true and correct as of the Closing Date (except to the extent set forth in such certificate) as if made on and as of the Closing Date; (ii) copies of resolutions of Sellers' Guarantor's board of directors, certified as being correct and complete and then in full force and effect, authorizing the execution of this Agreement and the other agreements contemplated hereby, the Sellers' Guaranty, and the consummation of the transactions contemplated under this Agreement; (iii) certificates of incumbency and specimen signatures of the signatory officers of Sellers' Guarantor; (iv) a certificate of existence and good standing issued by the State of Delaware; (v) such other certificates and documents as may be called for under this Agreement or as Sellers shall reasonably request; and (vi) the performance guaranty in the form as specified in Exhibit D (“FIRPTA Certificate”the "Sellers' Guaranty"). (c) Purchaser shall deliver to Sellers: (i) the Closing Purchase Price, plus payment for all costs related to the Audited Financial Statements as required by Section 6.24 and the actions taken by Sellers at Purchaser's request as described in Section 6.2(n) of this Agreement, by wire transfer to the account designated by Sellers, in immediately available funds; (ii) a certificate or certificates dated the Closing Date and executed on behalf of Purchaser by one of its Responsible Officers to the effect that Purchaser's representations, warranties and covenants contained herein are true and correct as of the Closing Date (except to the extent set forth in such certificate) as if made on and as of the Closing Date; (iii) copies of resolutions of the Purchaser, certified as being correct and complete and then in full force and effect, authorizing the execution of this Agreement and any other agreements contemplated hereby, and the consummation of the transactions contemplated under this Agreement and the other agreements contemplated hereby; (iv) certificates of incumbency and specimen signatures of the signatory officers of Purchaser; (v) certificate of existence and good standing issued by the State of Delaware and a copy of Purchaser's certificate of registration to do business in the State of Tennessee and any other states in which any Assets are located, as a foreign company; (vi) such other certificates and documents as may be called for under this Agreement or as Sellers shall reasonably request; (vii) written opinion of counsel to Purchaser, covering, in the aggregate, Purchaser's due organization, valid existence and good standing as a corporation in Delaware, registration and good standing in Tennessee and any other states in which any Assets are located and the due authorization, execution and delivery by Purchaser of this Agreement, which opinion shall be in substantially the form attached hereto as Exhibit E; and (viii) a Transition Services Agreement in the form of Exhibit A hereto executed on behalf of Purchaser. (d) Purchaser's Guarantor shall deliver to Sellers: (i) a certificate or certificates dated the Closing Date and executed on behalf of Purchaser's Guarantor by one of its Responsible Officers to the effect that Purchaser's Guarantor's representations, warranties and covenants contained herein are true and correct as of the Closing Date (except to the extent set forth in such certificate) as if made on and as of the Closing Date; (ii) copies of resolutions of Purchaser's Guarantor's board of directors, certified as being correct and complete and then in full force and effect, authorizing the execution of this Agreement, the Purchaser's Guaranty, and the consummation of the transactions contemplated under this Agreement and the Purchaser's Guaranty; (iii) certificates of incumbency and specimen signatures of the signatory officers of Purchaser's Guarantor; (iv) a certificate of existence and good standing issued by the State of Delaware; (v) such other certificates and documents as may be called for under this Agreement or as Sellers shall reasonably request; (vi) the guaranty as specified in Exhibit F (the "Purchaser's Guaranty"); (gvii) Buyer written opinion of counsel to Purchaser's Guarantor, covering, in the aggregate, Purchaser Guarantor's due organization, valid existence and good standing as a corporation in Delaware, and the due authorization, execution and delivery by Purchaser's Guarantor of this Agreement and the Purchaser's Guaranty, and that upon the issuance of the Guarantor Common Stock, if any, in accordance with this Agreement, such Guarantor Common Stock will be duly authorized, validly issued, fully paid and non-assessable, which opinion shall prepare and Seller shall execute and deliver to Buyer all forms necessary for Buyer to assume operations on be substantially in the Assets form attached hereto as agreed to by the PartiesExhibit G; and (h) Seller shall deliver to Buyer the certificates for all of the GMO Stock and all of the MV Stock properly executed for assignment to Buyer.

Closing Obligations. At In addition to any other documents to be delivered under other provisions of this Agreement, at the Closing, the following events shall occur, each being a condition precedent to the others and each being deemed to have occurred simultaneously with the others: (a) Seller shall execute, acknowledge and deliver to Buyer: (i) an Assignment, Ba ▇▇▇▇ of Sale and Conveyance sale for all of the Assets, effective as Assets that are Tangible Personal Property in the form of Exhibit A (the “▇▇▇▇ of Sale”) executed by Seller; (ii) an assignment of all of the Effective Time to Buyer Assets that are intangible personal property and assumption of the Assumed Liabilities in the form of Exhibit B (the “Assignment Agreement”) executed by Seller; (iii) assignments of the Intellectual Property Assets and separate assignments of all registered Marks, Patents and Copyrights of Seller included therein in sufficient counterparts to facilitate filing and recording) substantially accordance with this Agreement in the form of Exhibit C conveying (the Assets; and“IP Assignment Agreement”) executed by Seller; (iiiv) a license and sublicense agreement in the form of Exhibit D (the “License Agreement”) executed by Seller and any necessary third party granting to Buyer the exclusive, royalty-free, perpetual and fully-paid-up license and right to use certain Intellectual Property of Seller which Buyer is not acquiring from Seller pursuant to this Agreement, but which is used or has been used by Seller in the Business and granting to Seller a non-exclusive, royalty-free, perpetual and fully-paid-up license and right to use certain Intellectual Property of Seller which Buyer is acquiring from Seller pursuant to this Agreement; (v) an occupancy agreement in the form of Exhibit E (the “Occupancy Agreement”), executed by C-COR, pursuant to which Buyer shall occupy a portion of C-COR’s premises located at ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, Connecticut at no cost for up to sixty (60) days; (vi) a services agreement in the form of Exhibit F (the “Services Agreement”), executed by C-COR, pursuant to which C-COR shall provide certain manufacturing services and other services to Buyer; (vii) such other assignmentsdeeds, bills of sale, or deeds necessary to assignments, certificates of title, documents and other instruments of transfer the Assets to and conveyance as may reasonably be requested by Buyer, including without limitation any conveyances on official forms each in form and related documentation necessary to transfer the Assets substance satisfactory to Buyer and its legal counsel and executed by Seller; (viii) non-competition agreement restricting Seller from engaging in competition with Buyer or its Affiliates for a period not less than three (3) years, in the form of Exhibit G, executed by Seller (the “Non-Competition Agreement”); (ix) a certificate executed by Seller as to the accuracy of Seller’s representations and warranties as of the Closing Date and as to their compliance with and performance of Seller’s covenants and obligations to be performed or complied with at or before the Closing in accordance with requirements Section 6.1; and (x) a certificate of governmental regulations (collectivelythe Secretary of Seller certifying, as complete and accurate as of the “Conveyances”);Closing, certifying and attaching all requisite resolutions or actions of Seller’s board of directors approving the execution and delivery of this Agreement and the consummation of the Transactions and certifying to the incumbency and signatures of the officers of Seller executing this Agreement and any other document relating to the Transactions. (b) Buyer shall deliver to Seller the cash portion Seller: (i) $3,300,000 of the Purchase Price Initial Payment Amount, by wire transfer to an account specified by Seller in immediately available funds, less the amount of the Deposit and any additional deposit paid to Seller pursuant to Section 10.1, and the Purchase Price Unitswriting; (cii) Seller shall deliver to Buyer possession the ▇▇▇▇ of the AssetsSale executed by Buyer; (diii) Seller and Buyer shall execute and deliver letters in lieu directing all purchasers of production to pay Buyer the proceeds attributable to production from the Assets from and after the Effective TimeAssignment Agreement executed by Buyer; (eiv) Buyer shall deliver to Seller evidence of appropriate federal, state and local bonds relating to ownership of the Assets after the Closing and certificates of insurance evidencing that Buyer has obtained appropriate insurance covering the AssetsIP Assignment Agreement executed by Buyer; (fv) Seller shall deliver the License Agreement executed by Buyer; (vi) the Occupancy Agreement executed by Buyer; (vii) the Services Agreement executed by Buyer; (viii) the Non-Competition Agreement executed by Buyer; (ix) a certificate executed by Buyer as to Buyer certificates substantiating non-foreign status the accuracy of its representations and warranties as of the date of the Closing Date and as to its compliance with and performance of its covenants and obligations to be performed or complied with at or before the Closing in accordance with Treasury Regulations under Section 1445 of the Code, in the form of Exhibit D (“FIRPTA Certificate”)6.2; (gx) a certificate of the President of Buyer shall prepare certifying, as complete and Seller shall execute accurate as of the Closing, certifying and deliver 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 Transactions and certifying to the incumbency and signatures of the officers of Buyer all forms necessary for Buyer executing this Agreement and any other document relating to assume operations on the Assets as agreed to by the PartiesTransactions; and (hxi) such other deeds, bills of sale, assignments, certificates of title, documents and other instruments of transfer and conveyance as may reasonably be requested by Seller, each in form and substance satisfactory to Seller shall deliver to Buyer the certificates for all of the GMO Stock and all of the MV Stock properly its legal counsel and executed for assignment to by Buyer.

Closing Obligations. At the Closing, the following events shall occur, each being a condition precedent to the others and each being deemed to have occurred simultaneously with the others: (a) Seller shall execute, acknowledge and deliver to Buyer; (i) an AssignmentCertificates representing all the Shares of Coil Tubing Technology Holding, B▇▇▇ of Sale and Conveyance Inc., duly endorsed (or accompanied by duly executed stock powers), with signatures guaranteed by a commercial bank or by a member firm of the AssetsNew York Stock Exchange, effective as of the Effective Time for transfer to Buyer Grifco; (in sufficient counterparts to facilitate filing and recordingii) substantially Releases in the form of Exhibit C conveying the Assets; and 1.4(a) (ii) such other assignmentsexecuted by each Shareholder (collectively, bills “Shareholders’ Releases”); (iii) Employment agreement in the form of saleExhibit 1.4(a)(iii), or deeds necessary to transfer executed by ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ (collectively, “Employment Agreement”); (iv) Non-competition agreements in the Assets to Buyerform of Exhibit 1.4(a)(iv), including without limitation any conveyances on official forms and related documentation necessary to transfer the Assets to Buyer in accordance with requirements of governmental regulations executed by each Shareholder (collectively, the “ConveyancesNon-competition Agreements”);; and (v) A certificate executed by the Shareholders representing and warranting to Grifco that Shareholders’ representations and warranties in this Agreement were accurate in all respects as of the date of this Agreement and are accurate in all respects as of the Closing Date as if made on the Closing Date (giving full effect to any supplements to the Disclosure Letter that were delivered by Shareholders to Grifco prior to the Closing Date in accordance with Section 4.10); and (b) Buyer shall GRIFCO will deliver to Seller Shareholders: (i) Certificates representing the cash portion Shares of Grifco duly endorsed (or accompanied by duly executed stock powers) with signatures guaranteed by a commercial bank or by a member from the Purchase Price in immediately available funds, less the amount of the Deposit and any additional deposit paid New York Stock Exchange for transfer to Seller pursuant to Section 10.1, and the Purchase Price Unitseach Shareholder as set forth opposite their names on Exhibit A; (cii) Seller shall deliver A certificate executed by Grifco to Buyer possession the effect that, except as otherwise stated in such certificate, each of Grifco representations and warranties in this Agreement is accurate in all respects as of the Assetsdate of this Agreement and is accurate in all respects as of the Closing Date as if made on the Closing Date; (diii) Seller and Buyer shall execute and deliver letters in lieu directing all purchasers of production to pay Buyer the proceeds attributable to production from the Assets from and after the Effective Time; (e) Buyer shall deliver to Seller evidence of appropriate federal, state and local bonds relating to ownership of the Assets after the Closing and certificates of insurance evidencing that Buyer has obtained appropriate insurance covering the Assets; (f) Seller shall deliver to Buyer certificates substantiating non-foreign status in accordance with Treasury Regulations under Section 1445 of the Code, in the form of Exhibit D (“FIRPTA Certificate”); (g) Buyer shall prepare and Seller shall execute and deliver to Buyer all forms necessary for Buyer to assume operations on the Assets as agreed to The Employment Agreements executed by the PartiesGrifco; and (hiv) Seller shall deliver to Buyer Cashier’s check or similarly immediately available funds in the certificates for all amount of the GMO Stock and all of the MV Stock properly executed for assignment to Buyer$50,000.00.

Closing Obligations. At Closing, the following events shall occur, each being a condition precedent to the others and each being deemed to have occurred simultaneously with the others: (a) A. Seller shall execute, acknowledge and deliver to Buyer (i) , an Assignment, B▇▇▇▇ of Sale and Conveyance with a special warranty of title by, through and under Seller in the Assets, effective form attached as Exhibit F conveying the Assets to Buyer as of the Effective Time Time. B. Seller shall execute, acknowledge and deliver to Buyer (in sufficient counterparts to facilitate filing and recording) substantially in Buyer, assignments on the form of Exhibit C conveying the Assets; and (ii) such other assignments, bills of sale, or deeds required governmental forms necessary to transfer convey the Assets to Buyer, including without limitation any conveyances on official forms and related documentation necessary to transfer the Assets to Buyer in accordance with requirements of governmental regulations (collectively, the “Conveyances”);. (b) Buyer shall deliver to Seller the cash portion of the Purchase Price in immediately available funds, less the amount of the Deposit and any additional deposit paid to Seller pursuant to Section 10.1, and the Purchase Price Units; (c) Seller shall deliver to Buyer possession of the Assets; (d) C. Seller and Buyer shall execute and deliver letters the Preliminary Settlement Statement. D. Buyer shall deliver the Closing Amount to the account at the bank designated by Seller in lieu directing all purchasers of production writing, by wire transfer in immediately available funds, or by such other method as agreed to pay by the Parties. E. Buyer and Seller shall execute instructions to the proceeds attributable Escrow Agent to production from wire the Assets from and after funds in the Effective Time;Escrow Account to Seller. (e) F. Buyer shall deliver to Seller evidence of appropriate federal, state the Officer’s Certificate in form and local bonds relating to ownership of the Assets after the Closing and certificates of insurance evidencing that Buyer has obtained appropriate insurance covering the Assets;substance as set forth in Exhibit G. (f) G. Seller shall deliver to Buyer certificates substantiating non-foreign status the Officer’s Certificate in accordance with Treasury Regulations under Section 1445 of the Code, form and substance as set forth in the form of Exhibit D (“FIRPTA Certificate”);H. (g) Buyer shall prepare and H. Seller shall execute and deliver to Buyer an affidavit of non-foreign status and no requirement for withholding under Section 1445 of the Code in the form attached as Exhibit I. I. Seller shall prepare, execute and deliver to Buyer appropriate letters-in-lieu of transfer orders. J. Buyer and Seller shall execute all forms documents necessary for Buyer to assume transfer operations on the Seller Operated Assets as agreed to by the Parties; andBuyer or Buyer’s designated operator. (h) K. Seller shall make the Records available for pick up by Buyer at Closing to the extent possible, but in any event, within five business days after Closing. L. Seller and Buyer shall take such other actions and deliver to Buyer the certificates for all of the GMO Stock and all of the MV Stock properly executed for assignment to Buyersuch other documents as are contemplated by this Agreement.

Closing Obligations. At the Closing, the following documents shall be delivered and the following events shall occur, the execution of each document and the occurrence of each event being a condition precedent to the others and each being deemed to have occurred simultaneously with the others: (a) Seller and Buyer shall execute, acknowledge execute and deliver the Assignments, in sufficient counterparts to Buyerfacilitate recording in the applicable counties and parishes adjacent to the Assets. (ib) an AssignmentBuyer and Seller shall execute and file all forms (and Buyer shall perform all acts) required by the BOEM/BSEE (and other appropriate governmental agencies) to be filed prior to the Closing Date, B▇▇▇ of Sale if any, to transfer ownership and Conveyance operatorship of the Assets, where applicable, from Seller to Buyer effective as of the Effective Time Time. (c) Buyer shall deliver to Buyer (in sufficient counterparts Seller, to facilitate filing and recording) substantially the account designated in the form Preliminary Settlement Statement, by direct bank or wire transfer in same day funds, the Adjusted Purchase Price, less the amount of Exhibit C conveying the Assets; andDeposit. (ii) such other assignments, bills of sale, or deeds necessary to transfer the Assets to Buyer, including without limitation any conveyances on official forms and related documentation necessary to transfer the Assets to Buyer in accordance with requirements of governmental regulations (collectively, the “Conveyances”); (bd) Buyer shall deliver to Seller evidence acceptable to Seller that Buyer is qualified to hold title to the cash portion Leases with the BOEM/BSEE and to operate (should Buyer’s Affiliate become the operator of the Purchase Price in immediately available fundsAssets or a portion thereof) the platforms, less ▇▇▇▇▇, pipelines and facilities associated therewith, including copies of Buyer’s BOEM/BSEE qualification card and any powers of attorney of those Persons executing documents at Closing on behalf of Buyer. (e) Buyer shall deliver to Seller evidence satisfactory to Seller that Buyer (or its nominated Affiliated operator, if one is designated by Buyer upon Closing) will obtain all lease, pipeline and operating bonds necessary for it to become operator of record by BOEM/BSEE with respect to the amount Leases and oil and gas properties subject hereto. (f) Buyer shall execute and deliver all documents required pursuant to Article XIV of the Deposit LLC Agreement necessary to transfer the Membership Interests to Buyer, including an Assignment of Membership Interests in the form of Exhibit G. (g) Buyer shall deliver to Seller a certificate executed by the secretary or any assistant secretary of Buyer, dated as of the Closing Date, (i) attaching, and certifying on behalf of Buyer as correct and complete, copies of (A) the resolutions of the board of directors (or body of similar power and authority) of Buyer or its general partner authorizing the execution, delivery, and performance by Buyer of this Agreement and the transactions contemplated hereby and (B) any required approval by the shareholders, unit holders or partners of Buyer of this Agreement and the transactions contemplated hereby and (ii) certifying the incumbency and true signatures of the officers signing this Agreement and any additional deposit paid to Seller pursuant to Section 10.1, and of the Purchase Price Units;Closing documents on behalf of the Buyer. (ch) Seller shall deliver to Buyer possession a certificate executed by the secretary or any assistant secretary of Seller, dated as of the Assets;Closing Date, (i) attaching, and certifying on behalf of Seller, complete and correct copies of (A) the resolutions of the board of directors of Seller authorizing the execution, delivery, and performance by Seller of this Agreement and the transactions contemplated hereby and (B) any required approval by Seller’s shareholders of this Agreement and the transactions contemplated hereby and (ii) certifying the incumbency and true signatures of the officers signing this Agreement and any of the Closing documents on behalf of the Seller. (di) Seller and shall deliver to Buyer shall execute and deliver on forms reasonably acceptable to Buyer transfer orders or letters in lieu thereof directing all purchasers of production to pay make payment to Buyer the of proceeds attributable to production from the Assets from and after the Effective Time;, for delivery by Buyer to the purchasers of production. (ej) Buyer Seller shall deliver to an executed statement described in Treasury Regulation §1.1445-2(b)(2) certifying that Seller evidence of appropriate federal, state and local bonds relating to ownership is not a foreign person within the meaning of the Assets after the Closing and certificates of insurance evidencing that Buyer has obtained appropriate insurance covering the Assets;Code. (fk) Seller shall deliver to Buyer certificates substantiating non-foreign status in accordance with Treasury Regulations under Section 1445 of the Codereleases, in recordable form, of all Encumbrances (other than Permitted Encumbrances) created by, through or under Seller and affecting the form of Exhibit D (“FIRPTA Certificate”);Assets. (gl) Seller and Buyer shall prepare and Seller shall execute and deliver any other agreements, instruments and documents which are required by other terms of this Agreement to Buyer all forms necessary for Buyer to assume operations on be executed and/or delivered at the Assets as agreed to by the Parties; and (h) Seller shall deliver to Buyer the certificates for all of the GMO Stock and all of the MV Stock properly executed for assignment to BuyerClosing.

Closing Obligations. At the Closing, the following documents shall be delivered and the following events shall occur, the execution of each document and the occurrence of each event being a condition precedent to the others and each being deemed to have occurred simultaneously with the others: (a) Seller EXCO and BG shall execute, acknowledge and deliver to Buyer (i) an the Assignment, B▇▇▇ of Sale and Conveyance of the Assets, effective as of the Effective Time to Buyer (in sufficient counterparts to facilitate filing and recording) substantially in the form of Exhibit C conveying the Assets; and (ii) such other assignments, bills of sale, or deeds necessary to transfer the Assets to Buyer, including without limitation any conveyances on official forms and related documentation necessary to transfer the Assets to Buyer in accordance with requirements of governmental regulations (collectively, the “Conveyances”); (b) Buyer EXCO and BG shall execute and deliver an acknowledgement of the Preliminary Settlement Statement; (c) BG shall deliver to Seller EXCO to the cash portion of accounts designated in the Purchase Price Preliminary Settlement Statement, by direct bank or wire transfer in immediately available same day funds, the Adjusted Closing Cash Consideration, less the amount of the Deposit, and BG and EXCO shall deliver instructions to the Escrow Agent authorizing the release of the Deposit and any additional deposit paid to Seller EXCO pursuant to Section 10.1, and the Purchase Price Units; (c) Seller shall deliver to Buyer possession terms of the AssetsEscrow Agreement; (d) Seller and Buyer EXCO shall execute and deliver on forms reasonably acceptable to the Parties transfer orders or letters in lieu thereof directing all purchasers of production to pay Buyer make payment to the Reorganized Entities (other than Midstream LLC) of the proceeds attributable to production from the Non-Operating Assets from and after the Effective Time, for delivery by such Persons to the purchasers of production; (e) Buyer EXCO shall deliver to Seller evidence of appropriate federal, state and local bonds relating to ownership of the Assets after the Closing and certificates of insurance evidencing that Buyer has obtained appropriate insurance covering the Assetsan executed statement described in Treasury Regulation § 1.1445-2(b)(2); (f) Seller EXCO shall cause the Reorganized Subs, BG shall cause the Newcos, and each of EXCO and BG shall cause the Operator, to execute and deliver to Buyer certificates substantiating non-foreign status in accordance with Treasury Regulations under Section 1445 of the Code, in the form of Exhibit D (“FIRPTA Certificate”)Joint Development Agreement; (g) Buyer EXCO and BG shall, and shall prepare cause Operator to, execute and Seller deliver the Operator LLC Agreement. (h) EXCO and BG shall, and shall cause Midstream LLC to, execute and deliver the Midstream LLC Agreement, and the other Ancillary Agreements; (i) BG shall execute and deliver to Buyer all forms necessary for Buyer to assume operations a certificate from an officer of BG certifying on behalf of BG that the Assets as agreed to conditions set forth in Section 8.1 and Section 8.2 have been fulfilled by BG; (j) EXCO shall execute and deliver a certificate from an officer of EXCO certifying on behalf of EXCO that the conditions set forth in Section 7.1 and Section 7.2 have been fulfilled by EXCO; (k) BG shall deliver a certificate duly executed by the Partiessecretary or any assistant secretary of BG, dated as of the Closing, (i) attaching, and certifying on behalf of BG as complete and correct, copies of (A) the certificate of formation and limited liability company agreement of BG, each as in effect as of the Closing, and (B) the resolutions of the members of BG authorizing the execution, delivery and performance by BG of this Agreement and the transactions contemplated hereby and (ii) certifying on behalf of BG the incumbency of each officer of BG executing this Agreement or any document delivered in connection with the Closing; (l) EXCO shall deliver a certificate duly executed by the secretary or any assistant secretary of EXCO, dated as of the Closing, (i) attaching, and certifying on behalf of EXCO as complete and correct, copies of (A) the certificate of incorporation and the bylaws of EXCO, each as in effect as of the Closing, and (B) the resolutions of the board of directors of EXCO, authorizing the execution, delivery and performance by EXCO of this Agreement and the transactions contemplated hereby, and (ii) certifying on behalf of EXCO the incumbency of each officer of EXCO executing this Agreement or any document delivered in connection with the Closing; (m) EXCO shall deliver a recordable release of any pledges, trusts, mortgages, financing statements, fixture filings and security agreements made by EXCO or its Affiliates affecting the Subject Membership Interests, Subject Non-Operating Assets, Operating Assets, Gathering Assets or other assets to be owned by the Newcos, the Operator and Midstream LLC and relating to the EXCO Debt Instruments; (n) EXCO shall have delivered to BG the resignations of all of the managers and officers and terminations of all outstanding powers of attorney of the Newcos, Operator and Midstream LLC, effective upon the consummation of the Closing, unless EXCO and BG otherwise agree in writing; (o) EXCO and BG shall execute and deliver, and/or cause their applicable Affiliates to execute and deliver, a tax partnership agreement in substantially the form of the tax partnership agreement attached to the Joint Development Agreement as Exhibit “G” thereto; and (hp) Seller BG shall cause BG North America, LLC to execute and deliver to Buyer EXCO a guaranty in substantially the certificates for all form of the GMO Stock guaranty attached hereto as Exhibit K-1, and all EXCO shall cause EXCO Parent to execute and deliver to BG a guaranty in substantially the form of the MV Stock properly guaranty attached hereto as Exhibit K-2; and (q) EXCO and BG shall execute and deliver any other Transaction Documents and other agreements, instruments and documents which are required by other terms of this Agreement to be executed for assignment to Buyerand/or delivered at the Closing.

Closing Obligations. At the Closing, the following events shall occur, each being a condition precedent to the others and each being deemed to have occurred simultaneously with the others: (a) Seller shall execute, acknowledge and Sellers will deliver to Buyer: (i) an Assignmentcertificates representing the Shares, B▇▇▇ of Sale and Conveyance duly endorsed (or accompanied by duly executed stock powers), with signatures guaranteed by a commercial bank or by a member firm of the AssetsNew York Stock Exchange, effective as of the Effective Time for transfer to Buyer Buyer; (in sufficient counterparts to facilitate filing and recordingii) substantially releases in the form of Exhibit C conveying the AssetsANNEX B executed by Sellers (collectively, "Sellers' Releases"); and (iiiii) such if the Closing occurs on a date other assignmentsthan the actual date of execution hereof, bills of sale, or deeds necessary to transfer the Assets to Buyer, including without limitation any conveyances on official forms a certificate executed by Sellers representing and related documentation necessary to transfer the Assets warranting to Buyer that each of Sellers' representations and warranties in accordance with requirements this Agreement is accurate in all respects as of governmental regulations the Closing Date as if made on the Closing Date (collectively, Sellers' execution of this Agreement constituing their representation that the “Conveyances”same are accurate in all respects as of the date of actual execution hereof);; and (b) Buyer shall will deliver to Sellers: (i) the amount or the aggregate amount set forth opposite each Seller's name on ANNEX C hereto under the heading "Distributable to Seller on Closing Date" (minus, in the cash portion case of the Optionholders, applicable withholding taxes), paid by means of bank cashier's or certified check or by wire transfer to the accounts specified in such ANNEX C (it being understood that (A) Buyer will wire to an account designated by DeMu▇▇, ▇▇lg▇▇ & ▇erh▇▇▇ ▇▇▇ aggregate payment to be made to all Sellers who are entitled to receive less than $100,000 on the Closing Date, and DeMu▇▇, ▇▇lg▇▇ & ▇erh▇▇▇ ▇▇▇ll, as soon as reasonably practicable, distribute checks to each such Seller in the amount such Seller is entitled to receive and (B) payments to Sellers which are subject to deduction of withholding and employment taxes shall be paid as promptly as practicable following the Closing); (ii) the sum of $1,177,900 to the escrow agent referred to in Section 2.4(c) by bank cashier's or certified check or by wire transfer; and (iii) if the Closing occurs on a date other than the date hereof, a certificate executed by Buyer to the effect that each of Buyer's representations and warranties in this Agreement is accurate in all respects as of the Closing Date as if made on the Closing Date. It is further understood and agreed that, from the full Purchase Price payable by Buyer at the Closing, there shall be deducted the aggregate amount set forth on ANNEX C under the heading "Option Price Payable", which amount represents the exercise price which would have been payable by each Optionholder if each such Optionholder had exercised his or her Options. Such deduction shall be reflected in the Closing Net Worth Statement in the manner set forth in Section 2.6. In addition, an aggregate of $250,000 of the Purchase Price shall be placed in immediately available fundsescrow and held in an account designated by DeMu▇▇, less ▇▇lg▇▇ & ▇erh▇▇▇ (▇▇d subject to its exclusive control) for purposes of adjusting the amount Closing Net Worth Statement to reflect certain expenses of the Deposit and any additional deposit paid to Seller pursuant to Section 10.1, and the Purchase Price Units;transactions contemplated hereby. (c) Seller shall deliver to Buyer possession of the Assets; (d) Seller and Buyer shall execute and deliver letters in lieu directing all purchasers of production to pay Buyer the proceeds attributable to production from the Assets from and after the Effective Time; (e) Buyer shall deliver to Seller evidence of appropriate federal, state and local bonds relating to ownership of the Assets after the Closing and certificates of insurance evidencing that Buyer has obtained appropriate insurance covering the Assets; (f) Seller shall deliver to Buyer certificates substantiating non-foreign status in accordance with Treasury Regulations under Section 1445 of the Code, Sellers will enter into an escrow agreement in the form of Exhibit ANNEX D (“FIRPTA Certificate”); (gthe "Escrow Agreement") Buyer shall prepare and Seller shall execute and deliver to Buyer all forms necessary for Buyer to assume operations on the Assets as agreed to by the Parties; and (h) Seller shall deliver to Buyer the certificates for all of the GMO Stock and all of the MV Stock properly executed for assignment to Buyerattached hereto.

Closing Obligations. At the Closing, the following events shall occur, each being a condition precedent to the others and each being deemed to have occurred simultaneously with the others: (a) Seller shall execute, acknowledge and The Sellers will deliver to Buyerthe Purchasers or such other person designated by the Purchasers: (i) an Assignment, B▇▇▇ of Sale and Conveyance stock certificates representing all of the AssetsUS Purchased Equity Interests, effective as of the Effective Time to Buyer (accompanied by stock powers duly executed in sufficient counterparts to facilitate filing and recording) substantially blank, in the proper form of Exhibit C conveying the Assets; andfor transfer; (ii) share certificates (or indemnities in a form reasonably satisfactory to the Purchasers in respect of any such other assignmentsshare certificates that are lost) representing all of the UK Purchased Equity Interests, bills accompanied by duly executed stock transfers in favor of saleMexichem UK in respect of the UK Purchased Equity Interests, or deeds necessary to transfer an irrevocable power of attorney executed by Rockwood Additives in favor of Mexichem UK, for the Assets to Buyer, including without limitation any conveyances on official forms purpose of securing the interest of Mexichem UK in the UK Purchased Equity Interests during the period between the Closing and related documentation necessary to transfer the Assets to Buyer registration of Mexichem UK as the holder of the UK Purchased Equity Interests in accordance with requirements AGL’s register of governmental regulations (collectively, the “Conveyances”)members; (biii) Buyer shall deliver to Seller the cash portion shares certificates representing all of the Purchase Price Canadian Purchased Equity Interests, accompanied by stock transfer powers duly executed in immediately available fundsblank, less in proper form for transfer; (iv) the amount stock transfer and minute books of AlphaGary Corporation; (v) assignment, transfer and conveyance instruments to transfer to Mexichem the Deposit Purchased Patents and Know-How and to transfer to Mexichem Amanco the Purchased Marks as provided herein, in form and substance reasonably satisfactory to the Purchasers, duly executed by the applicable Sellers; (vi) a certified copy of each power of attorney under which any additional deposit paid document to Seller pursuant be delivered to Section 10.1the Purchasers has been executed; (vii) the statutory books (which shall be written up to but not including the Closing Date), and the Purchase Price Unitscommon seal (if any) of AGL and the title deeds relating to the Owned Real Property located in the U.K.; (cviii) Seller the minute books (which shall deliver be written up to Buyer possession but not including the Closing Date), the certificate and articles of incorporation (and any articles of amendment) and the Assetscorporate seal (if any) of AlphaGary Canada and the title deeds or any certificates of title relating to the Owned Real Property located in Canada; (dix) Seller and Buyer shall execute and deliver letters duly executed copies of all Consents heretofore obtained or made by the Sellers in lieu directing all purchasers connection with consummation of production to pay Buyer the proceeds attributable to production from the Assets from and after the Effective TimeContemplated Transactions; (ex) Buyer shall deliver to Seller evidence a certificate of appropriate federalRockwood Specialties Group, state and local bonds relating to ownership of the Assets after dated the Closing and certificates Date, duly executed by an authorized representative of insurance evidencing that Buyer has obtained appropriate insurance covering the Assets; (f) Seller shall deliver to Buyer certificates substantiating non-foreign status in accordance with Treasury Regulations under Section 1445 of the CodeRockwood Specialties Group, in the form of Exhibit D D, together with appropriate insertions; (“FIRPTA Certificate”xi) a certificate of Rockwood Specialties Group, dated the Closing Date, duly executed by an authorized representative of Rockwood Specialties Group, certifying that the Target Companies’ do not have any Indebtedness; (xii) the Non-Competition Agreement, duly executed by Rockwood Specialties Group; (xiii) the Non-Solicitation Agreement, duly executed by Rockwood Specialties Group and AlphaGary Corporation; (xiv) the Transition Services Agreement, duly executed by the Target Companies and Rockwood Specialties Group; (xv) U.C.C. termination statements (and comparable instruments in other jurisdictions) in recordable form and other appropriate releases, in form and substance reasonably satisfactory to the Purchasers, with respect to all recorded Liens on the assets of the Target Companies; (xvi) executed letters of resignation from, or evidence of removal of, each of the directors of the Target Companies specified to the Rockwood Sellers by the Purchasers no less than three Business Days prior to the Closing Date (or if the Closing date is set less than four Business Days prior to its occurrence, on the Business Day following the date the Closing Date is set), together with a Mutual General Release, duly executed by each such director and the applicable Target Company; (xvii) a certificate of non-foreign status for Rockwood Specialties pursuant to Section 1445 of the Code in a form reasonably acceptable to Purchasers’ Representative; (xviii) the certificate described in Section 7.11, unless fulfillment of such condition shall have been waived by Purchasers; and (xix) a certificate of U.K. tax residency from the relevant taxing authority in the U.K. on the appropriate form prescribed by such taxing authority for AGL. (b) the Purchasers will deliver to the Sellers: (i) the Estimated Purchase Price in accordance with Section 2.3(b); (gii) Buyer shall prepare and Seller shall execute and deliver to Buyer all forms necessary for Buyer to assume operations on the Assets as agreed to Non-Competition Agreement, duly executed by Mexichem; (iii) the PartiesTransition Services Agreement, duly executed by Mexichem Parent; and (hiv) Seller shall deliver to Buyer the certificates for all a certificate of the GMO Stock and all Mexichem Parent, dated the Closing Date, duly executed by an authorized representative of the MV Stock properly executed for assignment to BuyerMexichem Parent in the form of Exhibit E, together with appropriate insertions.

Closing Obligations. At Closing(a) On the Closing Date, the Parties shall have the following events shall occur, each being a condition precedent to the others and each being deemed to have occurred simultaneously with the othersobligations: (a) Seller shall execute, acknowledge and deliver to Buyer (i) an Assignment, B▇▇▇ of Sale and Conveyance of the Assets, effective as of the Effective Time to Buyer (in sufficient counterparts to facilitate filing and recording) substantially in the form of Exhibit C conveying the Assets; and (ii) such other assignments, bills of sale, or deeds necessary to transfer the Assets to Buyer, including without limitation any conveyances on official forms and related documentation necessary to transfer the Assets to Buyer in accordance with requirements of governmental regulations (collectively, the “Conveyances”); (b) Buyer shall deliver to Seller the cash portion Sellers’ Representative evidence of the Purchase Price in immediately available funds, less the amount satisfaction of the Deposit and any additional deposit paid to Seller pursuant to conditions precedent set out in Section 10.1, and the Purchase Price Units5.2(a); (cii) Seller The Sellers’ Representative shall deliver to Buyer possession evidence of the Assetssatisfaction of the condition precedent set out in Section 5.2(b), including copies of all Accession Undertakings executed pursuant to Section 3(c); (diii) Seller and Buyer The Sellers’ Representative shall execute and deliver letters present in lieu directing all purchasers writing the results of production the Bring Down of Disclosures to pay Buyer the proceeds attributable to production from the Assets from and after the Effective TimeBuyer, in such form as set out in Schedule 7.2(a)(iii); (eiv) Key Sellers and Buyer shall, to the extent applicable, each convey to the other authorizations or copies or extracts of resolutions of the boards of directors or other relevant and competent decision-making bodies authorizing the execution and completion of this Agreement and the consummation of the Transaction; (v) Buyer shall deliver to Seller evidence of appropriate federalpay the Purchase Price for the Shares and Option Rights actually purchased and sold at the Closing, state and local bonds relating to ownership of less any Notified Leakage, in immediately available funds with the Assets after the Closing and certificates of insurance evidencing that Buyer has obtained appropriate insurance covering the Assetssame value date, without any set-off, deduction or counterclaim, as set out in Schedule 7.2(a)(v); (fvi) Seller Buyer shall repay or procure that the relevant Group Companies repay, in accordance with Schedule 7.2(a)(v), the Existing Debt in full by the relevant Group Compan(y)(ies), without any set-off, deduction or counterclaim and, in respect of bank debt, all redemption costs, prepayment penalties, break costs and all associated bank costs and fees prepared on the basis that all facilities and related hedging arrangements or interest currency swaps are repaid or terminated; (vii) Sellers shall sell and transfer the Shares and Option Rights to Buyer and give instructions to Danske Bank for the Shares to be transferred to Buyer, as further set out in Schedule 7.2(a)(v); (viii) The Sellers’ Representative shall deliver to Buyer certificates substantiating non-foreign status in accordance with Treasury Regulations under Section 1445 resignation letters signed by the members of the Codeboards of directors of the Group Companies as determined by Buyer to resign prior to Signing Date, in such form as set out in Schedule 7.2(a)(viii) effective as of the form of Exhibit D (“FIRPTA Certificate”)Closing Date; (gix) Buyer shall prepare and Seller procure extraordinary general meetings of the shareholders of the Group Companies to be held at which resolutions shall execute and deliver be adopted to appoint new members of the boards of directors; (x) The Sellers’ Representative shall convey to Buyer all forms necessary for Buyer copies or extracts of resolutions of the board of directors of the Company giving its consent (as set out in the consent clause (Fi. suostumuslauseke) in the Company’s articles of association) to assume operations on the Assets as agreed to by the Parties; andtransfers set out in this Agreement; (hxi) Seller The Sellers’ Representative shall deliver to Buyer the certificates for all originals of the GMO Stock business mortgage notes concerning the Group Companies’ assets; (xii) any other document, condition, amount or matter herein called for to be produced, delivered, released, paid or fulfilled at Closing shall be so produced, delivered, released, paid and all fulfilled; and (xiii) The Sellers’ Representative and Buyer shall sign and execute a closing memorandum, confirming and evidencing the consummation (or due waiver) of the MV Stock properly executed for assignment actions set out in this Section 7.2. (b) All steps taken in connection with the Closing shall be considered to Buyeroccur simultaneously as a part of a single transaction and in the proper sequence and no delivery shall be considered to have been made until each such step had been completed.

Closing Obligations. At the Closing, the following events shall occur, each being a condition precedent to the others and each being deemed to have occurred simultaneously with the others: (a) Seller Sellers shall execute, acknowledge and deliver to Buyer: (i) an Assignment, B▇▇▇ of Sale and Conveyance One or more assignments of the AssetsHOK Interests, effective in form and substance sufficient to transfer 100% of their respective HOK Interests to Buyer, which together shall constitute 100% of the outstanding HOK Interests; (ii) The Organizational Documents of each Acquired Company filed with any Governmental Body in connection with its organization, duly certified as of a recent date by the Secretary of State or other appropriate authority of the jurisdiction of its incorporation or organization, together with a certificate dated as of the Effective Time Closing Date from a member or manager of each Acquired Company to Buyer the effect that no amendments to such Organizational Documents have been filed since the date referred to above; (iii) The Organizational Documents of each Acquired Company not filed with a Governmental Body in sufficient counterparts connection with its organization, certified as of the Closing Date by a member or manager of each Acquired Company; (iv) Certificates dated as of a date not more than five (5) days prior to facilitate filing the Closing Date as to the legal existence of each Acquired Company, issued by the appropriate Governmental Body of the jurisdiction of the Acquired Company’s organization and recordingeach jurisdiction in which the Acquired Company is licensed or qualified to do business as a foreign entity as specified in Schedule 3.01; (v) substantially Releases in the form of Exhibit C conveying 2.04(a)(v) executed by Sellers; (vi) An employment agreement, in form and substance reasonably acceptable to the AssetsBuyer, the Founder and MBCC, executed by the Founder and the Company; (vii) A voting agreement in the form of Exhibit 2.04(a)(vi), executed by each Seller and the Company (the “Voting Agreement”); and (iiviii) such other assignments, bills of sale, or deeds necessary The certificate referred to transfer the Assets to Buyer, including without limitation any conveyances on official forms and related documentation necessary to transfer the Assets to Buyer in accordance with requirements of governmental regulations (collectively, the “Conveyances”);Section 8.03. (b) Buyer shall deliver to each Seller: (i) The Exchange Shares to be issued to such Seller; and (ii) A voting trust agreement in the form of Exhibit 2.04(a)(vi), executed by each Seller the cash portion of the Purchase Price in immediately available funds, less the amount of the Deposit and any additional deposit paid to Seller pursuant to Section 10.1, and the Purchase Price Units;Company; and (iii) The certificate referred to in Section 9.03. (c) Seller shall deliver to Buyer possession of the Assets; (d) Seller and Buyer shall execute and deliver letters in lieu directing all purchasers of production to pay Buyer the proceeds attributable to production from the Assets from and after the Effective Time; (e) Buyer shall deliver to Seller evidence of appropriate federal, state and local bonds relating to ownership of the Assets after the Closing and certificates of insurance evidencing that Buyer has obtained appropriate insurance covering the Assets;MBCC: (fi) Seller shall deliver to Buyer certificates substantiating non-foreign status in accordance with Treasury Regulations under Section 1445 of the Code, A secured promissory note in the form of Exhibit D 2.04(c)(i), in the principal amount of $160,000 (the “FIRPTA CertificateMBCC Note”); (g) Buyer shall prepare and Seller shall execute and deliver to Buyer , representing payment in full of all forms necessary for Buyer to assume operations on the Assets as agreed to indebtedness owed by the PartiesCompany to MBCC as of the Closing Date; and (hii) Seller shall deliver A security agreement in form and substance satisfactory to Buyer the certificates for MBCC and Buyer, securing such Note by a security interest in all of the GMO Stock and all assets of the MV Stock properly executed for assignment to BuyerCompany and its subsidiaries (the “MBCC Security Agreement”).

Closing Obligations. At Closing, the Closing the following events shall occur, each being a condition precedent to the others and each being deemed to have occurred simultaneously with the others: (a) Seller shall execute, acknowledge and deliver to BuyerPurchaser (i) an Assignment, Ba General Assignment and ▇▇▇▇ of Sale and Conveyance of the AssetsAssets in the form of Exhibit F attached hereto, (ii) assignments, effective as bills of the Effective Time to Buyer sale and conveyances (in sufficient counterparts to facilitate filing and recording) substantially in the form of Exhibit C F (the “Conveyance”) together with any transfer forms to be filed with governmental and tribal agencies conveying the Assets; andOil and Gas Interests effective as of the Effective Time to Purchaser, (iiiii) such other if requested by Purchaser, letters in lieu of transfer orders in a form acceptable to both parties, (iv) deeds, assignments, bills of sale, or deeds sale and any other specialized instruments of transfer necessary to transfer convey to or perfect in Purchaser the Assets to Buyerother than the Oil and Gas Interests, (v) an executed statement described in Treasury Regulation § 1.1445-2(b)(2) certifying that Seller is not a foreign person within the meaning of the Code, including without limitation any conveyances on official forms and related documentation necessary to transfer and (vi) the Assets to Buyer in accordance with requirements of governmental regulations (collectively, the “Conveyances”)Escrow Agreement; (b) Buyer Seller and Purchaser shall execute and deliver a preliminary settlement statement (the “Preliminary Settlement Statement”) prepared by Seller that shall set forth the Estimated Final Purchase Price together with the calculations of all adjustments using for such adjustments the best information available; (c) Purchaser shall deliver to Seller the cash portion Estimated Final Purchase Price and to the Escrow Agent the amount of the Purchase Price escrow funds pursuant to Section 2.5(b), in each case, by wire transfer in immediately available funds, less the amount of the Deposit and any additional deposit paid to Seller pursuant to Section 10.1, and the Purchase Price Units; (c) Seller shall deliver to Buyer possession of the Assets; (d) Seller and Buyer shall execute and deliver letters in lieu directing all purchasers of production to pay Buyer the proceeds attributable to production from the Assets from and after the Effective Time; (e) Buyer shall deliver to Seller evidence of appropriate federal, state and local bonds relating to ownership of the Assets after the Closing and certificates of insurance evidencing that Buyer has obtained appropriate insurance covering the Assets; (f) Seller shall deliver to Buyer certificates substantiating non-foreign status in accordance with Treasury Regulations under Section 1445 of the Code, in the form of Exhibit D (“FIRPTA Certificate”); (g) Buyer shall prepare and Seller shall execute and deliver to Buyer all forms necessary for Buyer to assume operations on the Assets as agreed to by the Parties; and (h) Seller shall deliver to Buyer the certificates for all of the GMO Stock and all of the MV Stock properly executed for assignment to Buyer.

Closing Obligations. At In addition to any other documents to be delivered under other provisions of this Agreement, at the Closing, the following events shall occur, each being a condition precedent to the others and each being deemed to have occurred simultaneously with the others: (a) Seller shall execute, acknowledge and deliver to Buyer: (i) an Assignment, a b▇▇▇ of sale for all of the Assets that are Tangible Personal Property in the form of Exhibit 2.7(a)(i) (the “B▇▇▇ of Sale and Conveyance Sale”) executed by Seller; (ii) an assignment of all of the AssetsAssets that are intangible personal property in the form of Exhibit 2.7(a)(ii), which assignment shall also contain Buyer’s undertaking and assumption of all of Seller’s Liabilities and Encumbrances on the Assets (the “Assignment and Assumption Agreement”) executed by Seller; (iii) for each interest in Real Property identified on Part 3.7, an Assignment and Assumption of Lease and Release in the form of Exhibit 2.7(a)(iii) or such other appropriate document or instrument of transfer and release, as the case may require, each in form and substance reasonably satisfactory to Buyer, Seller and their counsel, and executed by Seller; (iv) assignments of all Intellectual Property Assets and separate assignments of all registered Seller Marks, Seller Patents and Seller Copyrights in a form reasonably acceptable to Buyer and Seller, executed by Seller; (v) 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 or Seller, each in form and substance reasonably satisfactory to Buyer, such Seller and their legal counsel and executed by such Seller; (vi) the agreement attached hereto as Exhibit 2.7(a)(vi)(A) and B, executed on the date hereof but effective only as of the Effective Time to Buyer Closing Date, by J▇▇▇ ▇▇▇▇ and A▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, respectively, and Buyer; (vii) noncompetition agreements in sufficient counterparts to facilitate filing and recordingthe form of Exhibit 2.7(a)(vii), executed by the Persons identified on Exhibit 2.7(a)(vii) (the “Noncompetition Agreements”); (viii) an escrow agreement substantially in the form of Exhibit C conveying 2.7(a)(viii), executed by Seller and the Assetsescrow agent (the “Escrow Agreement”); (ix) a certificate executed by Seller as to the accuracy of its representations and warranties as of the date of this Agreement and as of the Closing in accordance with Section 9.1 and as to its compliance with and performance in all material respects of its covenants and obligations to be performed or complied with at or before the Closing in accordance with Section 9.2; (x) a certificate of the Secretary of Seller certifying, as complete and accurate as of the Closing and attaching all requisite resolutions or actions of Seller’s Members or shareholders approving (A) the execution and delivery of this Agreement and the consummation of the Contemplated Transactions, (B) the Parascript Name Change and (C) the incumbency and signatures of the officers of Seller executing this Agreement and any other document relating to the Contemplated Transactions and (D) accompanied by the requisite documents for amending the relevant Governing Documents of Seller required to effect such Parascript Name Change in form sufficient for filing with the appropriate Governmental Body; (xi) a Services Agreement between AIS and Buyer substantially in the form attached hereto as Exhibit 2.7(a)(xi) (the “Services Agreement”) whereby Buyer will provide certain business support services to AIS; and (iixii) such other assignments, bills of sale, or deeds necessary to transfer a Voting Agreement executed by the Assets to Buyer, including without limitation any conveyances on official forms and related documentation necessary to transfer the Assets to Buyer in accordance with requirements of governmental regulations (collectivelyK▇▇▇ Family Limited Partnership, the P▇▇▇▇▇▇▇ Family Limited Partnership and the Pachikov Limited Partnership and effective as of the date hereof in the form of attached hereto as Exhibit 2.7(a)(xii) (the “ConveyancesVoting Agreement”);. (b) Buyer shall deliver deliver: (i) Eighty Million Dollars ($80,000,000) in cash by wire transfer to an account or accounts specified by Seller in a writing delivered to Buyer at least three (3) Business Days prior to the cash portion of the Purchase Price in immediately available funds, less the amount of the Deposit and any additional deposit paid to Seller pursuant to Section 10.1, and the Purchase Price UnitsClosing Date; (cii) the Closing Shares to an account or accounts as instructed by Seller shall deliver in a writing delivered by Buyer at least three (3) business days prior to Buyer possession of the AssetsClosing Date; (diii) Seller the Escrow Agreement executed by Buyer and Buyer shall execute and deliver letters in lieu directing all purchasers of production to pay Buyer the proceeds attributable to production from escrow agent, together with the Assets from and after the Effective Time; (e) Buyer shall deliver to Seller evidence of appropriate federal, state and local bonds relating to ownership delivery of the Assets after Escrow Shares to the Closing escrow agent and certificates of insurance evidencing that Buyer has obtained appropriate insurance covering established pursuant to the Assets; Escrow Agreement thereunder (f) Seller shall deliver to Buyer certificates substantiating non-foreign status in accordance with Treasury Regulations under Section 1445 of the Code, in the form of Exhibit D (“FIRPTA CertificateEscrow Account”); (giv) Buyer shall prepare to Seller the Assignment and Seller shall execute Assumption Agreement executed by Buyer; (v) the employment agreements attached hereto as Exhibit 2.7(a)(vi)(B) and deliver to Buyer all forms necessary for Buyer to assume operations (C) executed on the Assets date hereof but effective only as agreed of the Closing Date by J▇▇▇▇ ▇▇▇▇▇▇▇ and T▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇, respectively, and by Buyer; (vi) to Seller a certificate executed by Buyer as to the accuracy of Buyer’s representations and warranties as of the date of this Agreement and as of the Closing in accordance with Section 10.1 and as to its compliance with and performance of Buyer’s covenants and obligations to be performed or complied with at or before the Closing in accordance with Section 10.2; (vii) to Seller a certificate of the Secretary of Buyer certifying, as complete and accurate as of the Closing, and attaching all requisite resolutions or actions of Buyer’s board of directors and stockholders, as applicable, approving (A) the execution and delivery of this Agreement and the consummation of the Contemplated Transactions, (B) the Mitek Name Change, (C) the incumbency and signatures of the officers of Buyer executing this Agreement and any other document relating to the Contemplated Transactions and (D) accompanied by the Partiesrequisite documents for amending the relevant Governing Documents of Buyer required to effect the Name Change in form sufficient for filing with the appropriate Governmental Body; and (hviii) Seller shall deliver to Buyer the certificates for all of the GMO Stock and all of the MV Stock properly executed for assignment to Services Agreement signed by Buyer.

Closing Obligations. At the Closing, the following events shall occur, each being a condition precedent to the others and each being deemed to have occurred simultaneously with the others: (a) Seller shall execute, acknowledge and : Sellers and/or AccelPath will deliver to BuyerTechnest: (i) an Assignment, B▇▇▇ assignment of Sale and Conveyance of the Assets, effective as of the Effective Time to Buyer (in sufficient counterparts to facilitate filing and recording) substantially Units certificate in the form attached hereto as Exhibit E (each a “Unit Assignment Certificate”) from each Seller representing the Units being transferred to Technest in exchange for the Shares to which such Seller is entitled pursuant to Section 1.1(b); (ii) the Lock-Up Agreements from all of Exhibit C conveying the AssetsSellers; (iii) the Support Agreements; (iv) a certificate executed by an officer of AccelPath certifying that the conditions specified in Sections 6.3(a) and 6.3(b) of this Agreement have been satisfied. (v) a certificate executed by a Manager of AccelPath attesting to (x) the resolutions adopted by the Managers of AccelPath approving the Exchange, and (y) a true and complete copy of the limited liability company operating agreement of AccelPath; (vi) certificates of good standing from the Secretary of the Commonwealth of Massachusetts and from each jurisdiction in which AccelPath is qualified to do business as a foreign corporation; and (iivii) such other assignmentsdocuments as Technest may reasonably request. Technest will deliver: (i) to each of the Sellers, bills through the Exchange Agent or Technest’s transfer agent, the Shares representing in each case the Exchange Consideration for each Seller’s Units; (ii) to AccelPath, the Lock-Up Agreements from those Technest shareholders identified on Schedule I; (iii) to AccelPath, evidence satisfactory to AccelPath and its counsel that Technest and the other parties thereto are bound to consummate the Bridge Financing, and that the Funding Agreement and the other agreements prepared in connection therewith are the binding obligations of salesuch parties; (iv) to the Exchange Agent, or deeds necessary the CVR Agreement; (v) to transfer AccelPath, a certificate executed by the Assets Secretary of Technest attesting to Buyer(x) the resolutions adopted by the Board of Directors of Technest approving the Exchange, including without limitation any conveyances on official forms (y) a true and related documentation necessary complete copy of the articles of incorporation of Technest, and (z) a true and complete copy of the Bylaws of Technest; (vi) to transfer AccelPath, certificates of good standing from the Assets Secretary of State of the State of Nevada and from each jurisdiction in which Technest is qualified to Buyer do business as a foreign corporation; (vii) to AccelPath, a certificate executed by an officer of Technest certifying that the conditions specified in accordance with requirements Sections 6.2(a) and 6.2(b) of governmental regulations this Agreement have been satisfied; (viii) to AccelPath, evidence satisfactory to AccelPath and its counsel that Technest and ▇▇▇▇ ▇▇▇▇▇▇▇ (“▇▇▇▇▇▇▇”) have executed that certain Employment Settlement Agreement and Release (collectively, the “ConveyancesEmployment Settlement Agreement”); (bix) Buyer shall deliver to Seller AccelPath, evidence satisfactory to AccelPath and its counsel that Technest and each of ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇, LLP (collectively, the cash portion of “Contingent Creditors”) have executed letter agreements (the Purchase Price in immediately available funds, less the amount of the Deposit and any additional deposit paid to Seller “Standstill Letters”) pursuant to Section 10.1, which the Contingent Creditors agree that they will not seek to collect any amounts owed to them by Technest unless and until the Purchase Price Units; EOIR Payment (c) Seller shall deliver to Buyer possession of the Assets; (d) Seller and Buyer shall execute and deliver letters in lieu directing all purchasers of production to pay Buyer the proceeds attributable to production from the Assets from and after the Effective Time; (e) Buyer shall deliver to Seller evidence of appropriate federal, state and local bonds relating to ownership of the Assets after the Closing and certificates of insurance evidencing that Buyer has obtained appropriate insurance covering the Assets; (f) Seller shall deliver to Buyer certificates substantiating non-foreign status in accordance with Treasury Regulations under Section 1445 of the Code, as defined in the form of Exhibit D CVR Agreement) is paid by EOIR LLC (“FIRPTA Certificate”as defined in the CVR Agreement); (g) Buyer shall prepare and Seller shall execute and deliver to Buyer all forms necessary for Buyer to assume operations on the Assets as agreed to by the Parties; and (hx) Seller shall deliver to Buyer the certificates for all of the GMO Stock and all of the MV Stock properly executed for assignment to Buyersuch other documents as AccelPath may reasonably request.

Closing Obligations. At the Closing, the following documents shall be delivered and the following events shall occur, the execution of each document and the occurrence of each event being a condition precedent to the others and each being deemed to have occurred simultaneously with the others: (a) Seller RTP and Buyer shall execute, acknowledge and deliver the RTP Assignment, in sufficient counterparts to Buyerfacilitate recording in the applicable counties where the RTP Assets are located. (ib) an EAOC and Buyer’s designated wholly owned Affiliate shall execute and deliver the EAOC Assignment, B▇▇▇ in sufficient counterparts to facilitate recording in the applicable counties where the EAOC Assets are located. (c) RTP and Buyer shall execute and deliver assignments, on appropriate forms, of Sale state and Conveyance other Leases of Governmental Authorities included in the Assets, effective as of the Effective Time to Buyer (Assets in sufficient counterparts to facilitate filing and recording) substantially in with the form of Exhibit C conveying the Assets; and (ii) such other assignments, bills of sale, or deeds necessary to transfer the Assets to Buyer, including without limitation any conveyances on official forms and related documentation necessary to transfer the Assets to Buyer in accordance with requirements of governmental regulations (collectively, the “Conveyances”); (b) Buyer shall deliver to Seller the cash portion of the Purchase Price in immediately available funds, less the amount of the Deposit and any additional deposit paid to Seller pursuant to Section 10.1, and the Purchase Price Units; (c) Seller shall deliver to Buyer possession of the Assets;applicable Governmental Authority. (d) Seller and Buyer shall execute and deliver the Preliminary Settlement Statement. (e) Buyer shall deliver to Range, on behalf of Seller, to the account designated in the Preliminary Settlement Statement, by direct bank or wire transfer in same day funds, the Adjusted Purchase Price (after giving effect to the Deposit). (f) RTP shall deliver, and Seller shall cause RPC to deliver, as applicable, letters in lieu of transfer orders substantially in the form of Exhibit D directing all purchasers of production to pay make payment to Buyer the of proceeds attributable to production from the Assets from and after the Effective Time;, for delivery by Buyer to the purchasers of production. (eg) Buyer RPC and Range shall each deliver to Seller evidence of appropriate federal, state and local bonds relating to ownership of the Assets after the Closing and certificates of insurance evidencing that Buyer has obtained appropriate insurance covering the Assets; (fan executed statement described in Treasury Regulation §1.1445-2(b)(2) Seller shall deliver to Buyer certificates substantiating non-foreign status in accordance with Treasury Regulations under Section 1445 of the Code, substantially in the form of Exhibit D E-1 and Exhibit E-2, respectively, certifying that it is not a foreign person within the meaning of the Code. (h) Range and Buyer shall execute and deliver a surface use agreement covering the land covered by the ▇▇▇▇▇▇▇▇ Ranch Lease substantially in the form of Exhibit F (the “FIRPTA Certificate▇▇▇▇▇▇▇▇ Ranch Surface Use Agreement”);. (gi) Seller shall cause RPC to execute and deliver, and Buyer shall prepare execute and deliver, the Transition Services Agreement. (j) Seller shall execute and deliver an officer’s certificate, dated as of Closing and substantially in the form of Exhibit G, certifying that the conditions set forth in Section 7.1 and Section 7.2 have been fulfilled and, if applicable, any exceptions to Buyer all forms necessary for Buyer to assume operations on the Assets as agreed to such conditions that have been waived by the Parties; andBuyer. (hk) Buyer shall execute and deliver an officer’s certificate, dated as of Closing and substantially in the form of Exhibit H, certifying that the conditions set forth in Section 8.1 and Section 8.2 have been fulfilled and, if applicable, any exceptions to such conditions that have been waived by Seller. (l) Seller shall cause RPC or EAOC, as applicable, to execute and deliver forms prescribed by the applicable Governmental Authorities to transfer status of operatorship of those Assets which RPC, EAOC or any of their respective Affiliates operates from RPC or EAOC (or any Affiliate thereof), as applicable, to Buyer or Buyer’s designated Affiliate, including Form P-4 or Form T-4B, as applicable, for the Railroad Commission of Texas. (m) RTP and Buyer shall execute and deliver the Special Warranty Deed in sufficient counterparts to facilitate recording in the applicable counties where the Special Warranty Deed Property is located. (n) Seller and Buyer shall execute and deliver to Buyer the certificates for all Escrow Agent a joint instruction in compliance with the terms of the GMO Stock Escrow Agreement directing the Escrow Agent to release the Deposit to Range on behalf of Seller at Closing. (o) Subject to Section 6.8, Range and all Buyer shall execute and deliver the Novation Agreements. (p) Seller and Buyer shall execute and deliver any other agreements, instruments and documents which are required by other terms of this Agreement to be executed and/or delivered at the MV Stock properly executed for assignment to BuyerClosing.

Closing Obligations. At In addition to any other documents to be delivered under other provisions of this Agreement or the other Transaction Documents, at the Closing, the following events shall occur, each being a condition precedent to the others and each being deemed to have occurred simultaneously with the others: (a) Seller Parties shall execute, acknowledge and deliver (or cause to Buyer (ibe delivered) an Assignment, B▇▇▇ of Sale and Conveyance of the Assets, effective as of the Effective Time to Buyer (in sufficient counterparts to facilitate filing and recording) substantially in the form of Exhibit C conveying the Assets; and (ii) such other assignments, bills of sale, or deeds necessary to transfer the Assets to Buyer, including without limitation any conveyances on official forms and related documentation necessary to transfer the Assets to Buyer in accordance with requirements of governmental regulations (collectively, the “ConveyancesSeller Closing Documents”): (i) assignments of membership interests from Seller to Buyer in respect of all the Interests substantially in the form attached hereto as Exhibit B of this Agreement (the “Assignment”); (ii) an affidavit, duly executed by Seller stating, under penalty of perjury, Seller’s United States taxpayer identification number and that Seller is not a foreign person within the meaning of Section 1445 of the Code (and any similar affidavits that may be required under state law), in form and substance satisfactory to Buyer; (iii) payoff letters, invoices or such other documentation (the “Expense Payoff Letters”), duly executed by the Persons identified in the Expense Payoff Letters, providing for, upon the payment of the Closing Transaction Expenses Amount to such Persons at the Closing as set forth in the Expense Payoff Letters, the satisfaction of all Liabilities with respect to Transaction Expenses of each Group Company, as applicable, each in form and substance satisfactory to Buyer; (iv) copies of all authorizations, consents, approvals, notices, filings or documentary evidence of the taking of any actions required to be disclosed on Schedules 3.3 and 3.4 of this Agreement or as otherwise required in order to permit the consummation of the Transactions or to prevent a breach or violation of any Legal Requirement, Permit or Contract to which a Group Company is a party (or the creation of a right to terminate any such Permit or Contract), each in form and substance satisfactory to Buyer; (v) a certificate of good standing or equivalent certificate for each Group Company from the jurisdiction in which each such Group Company is organized, formed or is required to be qualified to do business, all issued by the Secretary of State or other Governmental Authority of such jurisdiction, each of which is to be dated no earlier than ten (10) Business Days prior to the Closing Date; (vi) a certificate duly executed by an authorized officer of each Group Company (A) certifying as true, complete and accurate as of the Closing, an attached copy of the Organizational Documents of such Group Company, and (B) in the case of Seller, (1) certifying and attaching all requisite resolutions or actions of the manager (or other equivalent governing body of Seller) and resolutions or actions of the Owners approving the execution and delivery of the Transaction Documents and the consummation of the Transactions, and (2) attesting to the incumbency and signature of each officer of Seller, who executed this Agreement and who executed or is authorized to execute each of the Transaction Documents; (vii) current Account statements or other documentation reasonably satisfactory to Buyer evidencing (A) a net Cash on Hand balance in the Accounts equal to or in excess of Minimum Cash on Hand, and (B) that the outstanding Debt obligations owed to Gemino Healthcare Finance, LLC or any of its Affiliates (including pursuant to that certain Credit Agreement, dated as of May 9, 2019, between Gemino Healthcare Finance, LLC, the Group Company borrowers named on Annex A thereto, and the parties set forth on the signature pages thereto) does not exceed two million dollars ($2,000,000); (viii) an escrow agreement between Greenside Healthcare Properties, LLC, IANE Properties I, LLC and the PPP Lender (the “PPP Loan Escrow Agreement”) for the escrow of the PPP Loan Escrow Amount pending determination of such applicable Group Companies’ application for forgiveness of the PPP Loans, in a form acceptable to Buyer, duly executed by the PPP Lender and the other parties thereto; (ix) a business development agreement, in form and substance as hereafter mutually agreed to among the Parties (the “Business Development Agreement”) and duly executed by the applicable Seller Parties, which shall, among other things, set forth the terms upon which the Seller Parties will be entitled to earn up to two million five hundred thousand (2,500,000) shares, in the aggregate, of additional Series A Preferred Stock in accordance with, and subject to, the terms and conditions set forth therein; and (x) the agreements, documents, instruments and certificates required to be delivered by each Group Company or Owner at or prior to the Closing pursuant to Article VI of this Agreement. (b) Buyer shall deliver (collectively, the “Buyer Closing Documents”): (i) to Seller Seller, the cash portion Closing Cash Amount, payable by wire transfer of immediately available funds to the Purchase Price Bank Account in immediately available funds, less the amount of the Deposit and any additional deposit paid accordance with Annex 1 to Seller pursuant to Section 10.1, and the Purchase Price Unitsthis Agreement; (cii) Seller shall deliver to Seller, a certificate duly executed by an authorized officer of Buyer possession certifying and attaching all requisite resolutions or actions of the Assetsboard of directors or other governing body of Buyer approving the execution and delivery of the Transaction Documents and the consummation of the Transactions to which Buyer is a party; (diii) Seller and Buyer shall execute and deliver letters in lieu directing all purchasers of production to pay Buyer Seller, the proceeds attributable to production from the Assets from and after the Effective Time; (e) Buyer shall deliver to Seller evidence of appropriate federalBusiness Development Agreement, state and local bonds relating to ownership of the Assets after the Closing and certificates of insurance evidencing that Buyer has obtained appropriate insurance covering the Assets; (f) Seller shall deliver to Buyer certificates substantiating non-foreign status in accordance with Treasury Regulations under Section 1445 of the Code, in the form of Exhibit D (“FIRPTA Certificate”); (g) Buyer shall prepare and Seller shall execute and deliver to Buyer all forms necessary for Buyer to assume operations on the Assets as agreed to duly executed by the PartiesBuyer; and (hiv) Seller shall deliver such other agreements, documents, instruments or certificates required to be delivered by Buyer at or prior to the certificates for all Closing pursuant to Article VI of the GMO Stock and all of the MV Stock properly executed for assignment to Buyerthis Agreement.

Closing Obligations. At the Closing, the following documents shall be delivered and the following events shall occur, the execution of each document and the occurrence of each event being a condition precedent to the others and each being deemed to have occurred simultaneously with the others: (a) Subject to Section 6.9, Seller and Buyer shall execute, acknowledge execute and deliver to Buyer (i) an the Assignment, B▇▇▇ of Sale and Conveyance of the Assets, effective as of the Effective Time to Buyer (in sufficient counterparts to facilitate filing and recording) substantially recording in the form of Exhibit C conveying applicable counties and parishes, covering the Assets; and (ii) such other assignments, bills of sale, or deeds necessary to transfer the Assets to Buyer, including without limitation any conveyances on official forms and related documentation necessary to transfer the Assets to Buyer in accordance with requirements of governmental regulations (collectively, the “Conveyances”);. (b) Buyer shall deliver to Seller the cash portion of the Purchase Price in immediately available funds, less the amount of the Deposit and any additional deposit paid to Seller pursuant to Section 10.1, and the Purchase Price Units; (c) Seller shall deliver to Buyer possession of the Assets; (d) Seller and Buyer shall execute and deliver assignments, on appropriate forms, of state and of federal leases comprising portions of the Assets, if any. (c) Seller and Buyer shall execute and deliver the Preliminary Settlement Statement. (d) Subject to Section 6.9, Buyer shall deliver to Seller, to the accounts designated in the Preliminary Settlement Statement, by direct bank or wire transfer in same day funds, the Adjusted Purchase Price. (e) Seller shall deliver on forms supplied by Buyer and reasonably acceptable to Seller transfer orders or letters in lieu thereof directing all purchasers of production to pay make payment to Buyer the of proceeds attributable to production from the Assets from and after the Effective Time; (e) , for delivery by Buyer shall deliver to Seller evidence the purchasers of appropriate federal, state and local bonds relating to ownership of the Assets after the Closing and certificates of insurance evidencing that Buyer has obtained appropriate insurance covering the Assets;production. (f) Seller shall deliver to Buyer certificates substantiating nonan executed statement described in Treasury Regulation §1.1445-2(b)(2) certifying that Seller is not a foreign status in accordance with Treasury Regulations under Section 1445 person within the meaning of the Code, in the form of Exhibit D (“FIRPTA Certificate”);. (g) Seller shall deliver a certificate with a copy of the resolutions of Seller’s governing body authorizing the transaction contemplated hereby (including designation of the Persons authorized to execute this Agreement on behalf of Seller and the Transaction Documents to which it is a party). (h) Buyer shall prepare deliver a Secretary’s certificate with a copy of the resolutions of Buyer’s governing body authorizing the transactions contemplated hereby (including designation of the Persons authorized to execute this Agreement on behalf of Buyer and the Transaction Documents to which it is a party). (i) To the extent applicable and required under applicable Laws, for any state and/or federal lease included in the Assets, Seller shall deliver designation of operator forms. (j) Seller shall deliver, or cause the delivery of, releases and terminations of any mortgages, deeds of trust, and financing statements granted by Black Elk Energy Offshore Operations, LLC burdening the Assets in favor of Capital One, N.A. (k) Seller and Buyer shall execute and deliver any other agreements, instruments and documents which are required by other terms of this Agreement to Buyer all forms necessary for Buyer to assume operations on be executed and/or delivered at the Assets as agreed to by the Parties; and (h) Seller shall deliver to Buyer the certificates for all of the GMO Stock and all of the MV Stock properly executed for assignment to BuyerClosing.

Closing Obligations. At the Closing, the following events shall occur, each being a condition precedent to the others and each being deemed to have occurred simultaneously with the others: (a) Seller shall deliver (and execute, acknowledge as appropriate), or cause to be delivered (and deliver executed, as appropriate), to Buyer: (i) an Assignment, B▇▇▇ the Instruments of Sale and Conveyance Conveyance; (ii) possession of the AssetsAssets(except the Suspense Funds, effective which shall be conveyed to Buyer by way of a downward adjustment to the Purchase Price as provided in Section 2.05(b)(ii)(E)); (iii) a certificate, in substantially the form set forth in Exhibit F, executed by Seller (a) representing and warranting to Buyer that each of Seller’s representations and warranties in this Agreement is true and correct in all material respects (or, with respect to representations and warranties qualified by materiality, in all respects) as of the Effective Time Closing Date as if made on the Closing Date (except to the extent any such representation or warranty is stated to relate to an earlier date in which case such representation and warranty was true and correct on and as of such earlier date) and (b) representing and warranting to Buyer that Seller has performed and complied in all material respects with each of the Seller’s covenants and conditions in this Agreement prior to or as of the Closing Date; (iv) a certificate executed by the secretary or assistant secretary of Seller certifying as to and attaching the following: (a) true, correct and complete copies the Seller’s organizational documents (together with any and all amendments), (b) true, correct, and complete copies of resolutions of Seller’s board of directors or other managing authority, as appropriate, authorizing and approving the execution, delivery, and performance of the Agreement, the Instruments of Conveyance, or other documents delivered pursuant to this Agreement and (c) the incumbency for each officer of Seller executing this Agreement, the Instruments of Conveyance, or other documents delivered pursuant to this Agreement; (v) such documents as Buyer or counsel for Buyer may reasonably request, including but not limited to letters-in-lieu of transfer order to purchasers of production from the ▇▇▇▇▇; (vi) the financial information described in sufficient counterparts to facilitate filing and recording) substantially in the form of Exhibit C conveying the AssetsArticle 12.19; and (iivii) such other assignments, bills of sale, or deeds necessary instructions directing the Escrow Agent to transfer deliver the Assets Deposit to Buyer. The Escrow Agent’s delivery and Buyer’s acceptance of the certificates of the Deposit Shares shall constitute the Buyer’s Parent’s repurchase of the Deposit Shares from Seller, including without limitation any conveyances on official forms payment by Buyer’s Parent and related documentation necessary to transfer the Assets to Buyer in accordance with requirements of governmental regulations (collectively, the “Conveyances”);without recourse or warranty whatsoever against Seller. (b) Buyer shall deliver (and execute, as appropriate) to Seller: (i) the Preliminary Amount by wire transfer to the account(s) specified by Seller in written notice given by Seller to Buyer at least ten (10) Business Days prior to the cash portion of the Purchase Price in immediately available funds, less the amount of the Deposit and any additional deposit paid to Seller pursuant to Section 10.1, and the Purchase Price UnitsClosing Date; (cii) Seller shall deliver to Buyer possession the Instruments of the AssetsConveyance; (diii) a certificate, in substantially the form set forth in Exhibit F, executed by Buyer (a) representing and warranting to Seller that each of Buyer’s representations and warranties in this Agreement is true and correct in all material respects as of the Closing Date as if made on the Closing Date (except to the extent any such representation or warranty is stated to relate to an earlier date in which case such representation and warranty was true and correct on and as of such earlier date) and (b) representing and warranting to Seller that Buyer shall execute has performed and deliver letters complied in lieu directing all purchasers material respects with each of production the Buyer’s covenants and conditions in this Agreement prior to pay Buyer or as of the proceeds attributable to production from the Assets from and after the Effective TimeClosing Date; (eiv) a certificate executed by the secretary or assistant secretary of Buyer shall deliver certifying as to Seller evidence and attaching the following: (a) true, correct and complete copies the Buyer’s organizational documents (together with any and all amendments), (b) true, correct and complete copies of appropriate federalresolutions of Buyer’s board of directors or other managing authority, state as appropriate, authorizing and local bonds relating to ownership approving the execution, delivery, and performance of the Assets after Agreement, the Closing Instruments of Conveyance, or other documents delivered pursuant to this Agreement and certificates (c) the incumbency for each officer of insurance evidencing that Buyer has obtained appropriate insurance covering executing this Agreement, the AssetsInstruments of Conveyance, or other documents delivered pursuant to this Agreement; (fv) such other documents as Seller shall deliver to Buyer certificates substantiating non-foreign status in accordance with Treasury Regulations under Section 1445 of the Code, in the form of Exhibit D (“FIRPTA Certificate”); (g) Buyer shall prepare and or counsel for Seller shall execute and deliver to Buyer all forms necessary for Buyer to assume operations on the Assets as agreed to by the Parties; and (h) Seller shall deliver to Buyer the certificates for all of the GMO Stock and all of the MV Stock properly executed for assignment to Buyermay reasonably request.

Closing Obligations. At In addition to any other agreements, instruments, certificates or documents to be delivered under other provisions of this Agreement, at the Closing, the following events shall occur, each being a condition precedent to the others and each being deemed to have occurred simultaneously with the others: (a) Seller shall executedeliver, acknowledge and deliver or cause to Buyerbe delivered: (i) an Assignment, Ba ▇▇▇▇ of Sale and Conveyance sale for all of the Assets, effective as Assets that are Tangible Personal Property in the form of Exhibit B attached hereto and incorporated herein (the “▇▇▇▇ of Sale”) duly executed by Seller; (ii) an assignment of all of the Effective Time to Buyer (in sufficient counterparts to facilitate filing and recording) substantially Assets that are intangible personal property in the form of Exhibit C conveying attached hereto and incorporated herein, which assignment shall also contain Buyer’s undertaking and assumption of the Assets; and Assumed Liabilities (ii) such other assignments, bills of sale, or deeds necessary to transfer the Assets to Buyer, including without limitation any conveyances on official forms and related documentation necessary to transfer the Assets to Buyer in accordance with requirements of governmental regulations (collectively, the “ConveyancesAssignment and Assumption Agreement”)) duly executed by Seller; (biii) Buyer shall deliver to Seller the cash portion assignments of the Purchase Price in immediately available funds, less the amount of the Deposit and any additional deposit paid to Seller pursuant to Section 10.1, and the Purchase Price Units; (c) Seller shall deliver to Buyer possession of the Assets; (d) Seller and Buyer shall execute and deliver letters in lieu directing all purchasers of production to pay Buyer the proceeds attributable to production from the Assets from and after the Effective Time; (e) Buyer shall deliver to Seller evidence of appropriate federal, state and local bonds relating to ownership of the Assets after the Closing and certificates of insurance evidencing that Buyer has obtained appropriate insurance covering the Assets; (f) Seller shall deliver to Buyer certificates substantiating non-foreign status in accordance with Treasury Regulations under Section 1445 of the CodeMarks used by Seller, in the form of Exhibit D (“FIRPTA Certificate”)D-1 attached hereto and incorporated herein, executed by Seller; (giv) Buyer shall prepare assignments of all Domain Names used by Seller, in the form of Exhibit D-2 attached hereto and Seller shall execute incorporated herein, executed by Seller; (v) such other deeds, bills of sale, assignments, certificates of title, documents and deliver 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 duly executed by Seller; (vi) the Escrow Agreement, executed by Seller’s Representative and the Escrow Agent; (vii) all forms necessary for Buyer Governmental Authorizations and notices to assume operations on Governmental Bodies set forth in Schedule 2.7(a)(vii) and other Consents of and notices to other third parties set forth in Schedule 2.7(a)(vii) or otherwise required in connection with the consummation of the Contemplated Transaction, in each case, in form and substance reasonably satisfactory to Buyer; (viii) payoff letters, releases (in recordable forms), UCC-3 termination statements and such other documentation, in each case, in form and substance reasonably acceptable to Buyer, related to the payoff and termination of the Closing Indebtedness and release of all Encumbrances relating to the Assets (the “Payoff Letters”), other than those Permitted Encumbrances that, by their nature, cannot be released as agreed of Closing; (ix) evidence of the termination of each of the Related Party Agreements, in form and substance reasonably acceptable to Buyer; (x) the Restrictive Covenant Agreement, executed by Seller and Stockholder; (xi) a certificate, dated as of the Closing Date, in form and substance reasonably satisfactory to Buyer, executed by the Partiessecretary of Seller, certifying as to (i) its certificate of incorporation or formation, (ii) its bylaws or operating agreement, and (iii) resolutions duly adopted by its Board of Directors (or equivalent) and equityholder(s) authorizing the execution and delivery of this Agreement and the Ancillary Documents to which it is a party and the consummation of the Contemplated Transactions; (xii) a certificate of good standing, existence or the equivalent thereof and a tax clearance certificate, as applicable, dated within ten (10) days of the Closing Date, with respect to Seller from the Secretary of State of Seller’s state of organization and each other state in which Seller is qualified to do business as a foreign entity; (xiii) a certification in form and content reasonably acceptable to Buyer, dated as of the Closing Date, executed by Seller, stating under penalty of perjury, such person’s United States taxpayer identification number and that such person is not a foreign person, pursuant to Code Section 1445(b)(2); and (hxiv) a properly executed IRS Form W-9 from Seller. (b) Buyer shall: (i) pay the Estimated Cash Payment as follows: (A) the Escrow Amount shall be deposited in an account specified in writing by the Escrow Agent by wire transfer of immediately available funds; (B) the remaining balance after payment of the amount contemplated in the foregoing clause (A) shall be paid to Seller shall by wire transfer of immediately available funds to such account designated by Seller in writing at least three (3) Business Days prior to Closing. (ii) pay an amount equal to the Estimated Closing Indebtedness by wire transfer of immediately available funds in the amounts and to the accounts set forth in the Payoff Letters delivered by Seller at least three (3) Business Days prior to Closing. (iii) pay an amount equal to 50% of the fees and expenses of the Escrow Agent pursuant to Section 2.11. (iv) deliver to Seller the following: (A) the Escrow Agreement, executed by Buyer and the certificates for all Escrow Agent; (B) the Restrictive Covenant Agreement, executed by Buyer; and (C) a certificate, dated as of the GMO Stock Closing Date, in form and all substance reasonably satisfactory to Seller, executed by the secretary of Buyer, certifying as to (i) its certificate of formation, (ii) its operating agreement, and (iii) resolutions duly adopted by its Board of Directors (or equivalent) authorizing the execution and delivery of this Agreement and the Ancillary Documents to which it is a party and the consummation of the MV Stock properly executed for assignment to BuyerContemplated Transactions.

Closing Obligations. At In addition to any other documents to be delivered under other provisions of this Agreement, at the Closing, the following events shall occur, each being a condition precedent to the others and each being deemed to have occurred simultaneously with the others: (a) Seller shall execute, acknowledge and deliver to Buyer: (i) an Assignment, Ba ▇▇▇▇ of Sale and Conveyance sale for all of the Assets, effective as of the Effective Time to Buyer (in sufficient counterparts to facilitate filing and recording) substantially Assets that are Tangible Personal Property in the form of Exhibit C conveying 2.6(a)(i) (the Assets; and“▇▇▇▇ of Sale”) executed by Seller; (ii) an assignment of all of the Assets that are intangible personal property, and Seller Contracts described in Section 2.1 in the form of Exhibit 2.6(a)(ii), which assignment shall also contain Buyer’s undertaking and assumption of the Assumed Liabilities (the “Assignment and Assumption Agreement”) executed by Seller; (iii) assignments of all Intellectual Property Assets, as defined in Section 3.23(a), and separate assignments of all registered Marks, Patents and Copyrights in the form of Exhibit 2.6(a)(iii) executed by Seller (the “Intellectual Property Assignment”); (iv) such other assignmentsdeeds, bills of sale, or deeds necessary to assignments, certificates of title, documents and/or other instruments of transfer the Assets to and conveyance as may reasonably be requested by Buyer, including without limitation any conveyances on official forms each in form and related documentation necessary to transfer the Assets substance satisfactory to Buyer and its legal counsel and executed by Seller; (v) the Consents listed on Exhibit 2.6(a)(v) with respect to the Seller Contracts; (vi) a certificate executed by DGLP and Subsidiary as to the accuracy of their representations and warranties as of the Closing and as to their compliance with and performance of their covenants and obligations to be performed or complied with at or before the Closing; (vii) a certificate of the Secretary of DGLP and Subsidiary (A) certifying, as complete and accurate as of the Closing, attached copies of the Governing Documents of Seller (as certified, where feasible, by the Secretary of State of Nevada, with respect to DGLP, and the Secretary of State of Delaware, with respect to Subsidiary, as of a recent date), (B) certifying and attaching all requisite resolutions or actions of DGLP’s board of directors, Subsidiary’s board of directors, and the stockholders of each of DGLP and Subsidiary approving the execution and delivery of this Agreement and the consummation of the Contemplated Transactions and the (viii) change of Subsidiary’s name contemplated by Section 5.16, (C) certifying to the incumbency and signatures of the officers of DGLP and Subsidiary executing this Agreement and any other document relating to the Contemplated Transactions, and (D) attaching a certificate as of a date not earlier than the tenth business day prior to the Closing Date as to the good standing of DGLP and Subsidiary, executed by the appropriate officials of the State of Nevada, with respect to DGLP, and the Secretary of State of Delaware, with respect to Subsidiary and each jurisdiction in accordance which DGLP and Subsidiary is licensed or qualified to do business as a foreign corporation as specified in Part 3.1(a) below; (ix) an opinion of ▇▇▇▇▇ ▇▇▇▇▇, Esq., counsel to Seller, dated the Closing Date, in the form of Exhibit 2.6(a)(viii); (x) Releases of all Encumbrances on the Assets, other than Permitted Encumbrances; (xi) such other documents as Buyer may reasonably request for the purpose of (A) evidencing the accuracy of any of DGLP’s and Subsidiary’s representations and warranties, (B) evidencing the performance by DGLP and Subsidiary, or the compliance by DGLP and Subsidiary with, any covenant or obligation required to be performed or complied with requirements by DGLP and Subsidiary pursuant to this Agreement, or (C) otherwise facilitating the consummation or performance of governmental regulations any of the Contemplated Transactions; (collectivelyxii) the Investor Representation Statement, executed by Seller, in the form of Exhibit 2.6(a)(xi); (xiii) the Escrow Agreement (as defined below) executed by Seller; (xiv) the employment agreements in the form of Exhibits 2.6(a)(xi)(1)-(5) (the “ConveyancesEmployment Agreements”); (xv) Satisfactory evidence that legal counsel to Seller has been paid in full for all services rendered in connection with the negotiation of this Agreement and the Contemplated Transactions; (xvi) a hard copy backup to tape of all Software related to the Business; and (xvii) such other documents as Buyer may reasonably request for the purpose of (A) evidencing the accuracy of any of Seller’s representations and warranties, (B) evidencing the performance by Seller, or the compliance by Seller with, any covenant or obligation required to be performed or complied with by Seller pursuant to this Agreement, or (C) otherwise facilitating the consummation or performance of any of the Contemplated Transactions. (b) Buyer shall deliver to Seller DGLP: (i) the amount of cash portion of the Purchase Price determined pursuant to Section 2.3(a), paid by wire transfer in immediately available fundsfunds to an account specified by Seller, less the amount net of the Escrow Deposit and any additional deposit paid to Seller pursuant to Section 10.1, and the Purchase Price Units; (c) Seller shall deliver to Buyer possession of the Assets; (d) Seller and Buyer shall execute and deliver letters in lieu directing all purchasers of production to pay Buyer the proceeds attributable to production from the Assets from and after the Effective Time; (e) Buyer shall deliver to Seller evidence of appropriate federal, state and local bonds relating to ownership of the Assets after the Closing and certificates of insurance evidencing that Buyer has obtained appropriate insurance covering the Assets; (f) Seller shall deliver to Buyer certificates substantiating non-foreign status in accordance with Treasury Regulations under Section 1445 of the Code, in the form of Exhibit D (“FIRPTA Certificate”as defined below); (gii) Buyer shall prepare and Seller shall execute and deliver the Escrow Deposit (as defined below) to Buyer all forms necessary for Buyer to assume operations on the Assets as agreed to by the Parties; andEscrow Agent; (hiii) Seller shall deliver the ▇▇▇▇ of Sale, executed by Buyer; (iv) the Assignment and Assumption Agreement; executed by Buyer; (v) the Employment Agreements, executed by Buyer; (vi) the Escrow Agreement (as defined below) executed by Buyer and Escrow Agent (as defined below); (vii) a certificate executed by Buyer as to Buyer the certificates for all accuracy of their representations and warranties as of the GMO Stock Closing and all as to its compliance with and performance of its covenants and obligations to be performed or complied with at or before the Closing; (viii) a certificate of the MV Stock properly executed Secretary of Buyer certifying, as complete and accurate as of the Closing, attached copies of the Governing Documents of Buyer and certifying that the execution and delivery of this Agreement and the consummation of the Contemplated Transactions has been approved by all requisite authority and certifying to the incumbency and signatures of the officers of Buyer executing this Agreement and any other document relating to the Contemplated Transactions; (ix) Such other documents as Seller may reasonably request for assignment the purpose of (A) evidencing the accuracy of any representation or warranty of Buyer, or (B) evidencing the performance by Buyer of, or compliance by Buyer with, any covenant or obligation required to be performed or complied with by Buyer.

Closing Obligations. At the Closing, the following events shall occur, each being a condition precedent to the others and each being deemed to have occurred simultaneously with the others: (a) Seller shall execute, acknowledge and Sellers will deliver to Buyer: (i) certificates representing the Shares, duly endorsed (or accompanied by duly executed stock powers), with signatures guaranteed by a commercial bank or by a member firm of the New York Stock Exchange, for transfer to Buyer; (ii) releases in the form of Exhibits 2.4(a)(ii)-1 and 2.4(a)(ii)-2 executed by Sellers (collectively, "Sellers' Releases"); (iii) a certificate, executed on behalf of the Sellers by the Company's President and Chief Executive Officer and the Company's chief accounting officer (which they shall have discussed with PricewaterhouseCoopers, LLP with respect to compliance with GAAP, consistently applied), and approved by Buyer (which approval shall not be unreasonably withheld or delayed), setting forth, with reasonably detailed supporting calculations, the Company's estimated consolidated net worth and the Adjustment Amount as of the Closing Date. (iv) a certificate executed by Sellers representing and warranting (subject to the limitation of liability and remedies set forth in Section 10) to Buyer that each of Sellers' representations and warranties in this Agreement was accurate in all respects as of the date of this Agreement and is accurate (except for changes provided for herein in all respects as of the Closing Date as if made on the Closing Date (giving full effect to any supplements to the Disclosure Letter that were delivered by Sellers to Buyer prior to the Closing Date in accordance with Section 5.5); and (b) Buyer will deliver to Sellers: (i) $16,000,000 less the amount by which $5,600,000 exceeds the Company's estimated Adjustment Amount, as calculated in the certificate delivered pursuant to Section 2.4(a)(iii), payable to each of Sellers in the proportions set forth in Exhibit 2.4(b)(i) by wire transfer to accounts specified by each of the Sellers. (ii) the sum of $1,000,000 to the escrow agent referred to in Section 2.4(c) by wire transfer to an Assignment, Baccount specified by said escrow agent; (iii) the sum of $875,000 to ▇▇▇▇▇▇ & ▇▇▇▇▇, ▇.▇. to be held in trust pursuant to the agreement set forth in Exhibit 2.4(b)(iii) for distribution in accordance with the procedures set forth in Section 2.6. (iv) a certificate executed by Buyer to the effect that, except as otherwise stated in such certificate, each of Sale Buyer's representations and Conveyance of the Assets, effective warranties in this Agreement was accurate in all respects as of the Effective Time to date of this Agreement and is accurate in all respects as of the Closing Date as if made on the Closing Date; and (c) Buyer (in sufficient counterparts to facilitate filing and recording) substantially Sellers will enter into an escrow agreement at Closing in the form of Exhibit C conveying 2.4(c) (the Assets; and (ii"Escrow Agreement") such other assignments, bills of sale, or deeds necessary to transfer the Assets to Buyer, including without limitation any conveyances on official forms and related documentation necessary to transfer the Assets to Buyer in accordance with requirements of governmental regulations (collectively, the “Conveyances”); (b) Buyer shall deliver to Seller the cash portion of the Purchase Price in immediately available funds, less the amount of the Deposit and any additional deposit paid to Seller pursuant to Section 10.1, and the Purchase Price Units; (c) Seller shall deliver to Buyer possession of the Assets;First Union National Bank. (d) Seller and Title to the Shares held in the Shareholder IRAs is in the name of custodians, which hold title thereto for the benefit of the Persons executing this Agreement for such Shareholder IRAs. Each of said Persons agrees to take all actions as may be necessary to cause their custodian to execute stock powers to convey to Buyer shall execute and deliver letters at Closing the Shares held in lieu directing all purchasers of production to pay Buyer the proceeds attributable to production from the Assets from and after the Effective Time;such Person's Shareholder ▇▇▇. (e) Buyer Company will have purchased a six (6) year extended reporting period ("tail") endorsement for the existing officers' and directors' liability insurance maintained by the Company, the expense of which shall deliver to Seller evidence of appropriate federal, state and local bonds relating to ownership be included in calculation of the Assets after the Closing and certificates of insurance evidencing that Buyer has obtained appropriate insurance covering the Assets; (f) Seller shall deliver to Buyer certificates substantiating non-foreign status in accordance with Treasury Regulations under Section 1445 of the Code, in the form of Exhibit D (“FIRPTA Certificate”); (g) Buyer shall prepare and Seller shall execute and deliver to Buyer all forms necessary for Buyer to assume operations on the Assets as agreed to by the Parties; and (h) Seller shall deliver to Buyer the certificates for all of the GMO Stock and all of the MV Stock properly executed for assignment to BuyerAdjustment Amount.

Closing Obligations. At In addition to any other documents to be delivered under other provisions of this Agreement, at the Closing, the following events shall occur, each being a condition precedent to the others and each being deemed to have occurred simultaneously with the others: (a) Seller ATHLON shall execute, acknowledge and deliver to BuyerLICENSEE: (i) an Assignment, Ba ▇▇▇▇ of Sale and Conveyance sale executed by ATHLON for all of the Assets, effective as of the Effective Time to Buyer (in sufficient counterparts to facilitate filing and recording) substantially Inventory in the form attached as Exhibit 2.5(a)(i). Delivery, transfer of Exhibit C conveying title and risk of loss shall occur at the Assets; andlocations where such Inventory items are currently stored; (ii) subject to Section 2.5(b)(iii), an executed assignment and assumption agreement in the form as set forth on Exhibit 2.3(b) of that certain Manufacturing and Supply Agreement with Great Southern Labs (“Great Southern Labs”) dated December 29, 2000 (the “Great Southern Labs Assignment and Assumption Agreement”); (iii) Annual Product sales as presented in the Supplementary Data Section of ATHLON’s financial audit for 2004 and 2005 and Product sales from ATHLON’s internal records from January 2006 to July 2006; (iv) all information currently in a presentable format in ATHLON’s possession with respect to ATHLON’s marketing and distribution of the Products to trade level customers (i.e., mass merchandisers, wholesalers and warehousing chains) and the names and gross sales revenues attributable to such customers. (v) such other assignments, bills certificates of saletitle, or deeds necessary documents and other instruments of transfer and conveyance as may reasonably be requested by LICENSEE, each in form and substance satisfactory to transfer LICENSEE and its legal counsel and executed by ATHLON; (vi) a certificate executed on behalf of ATHLON as to the Assets to Buyer, including without limitation any conveyances on official forms accuracy of their representations and related documentation necessary to transfer warranties as of the Assets to Buyer date of this Agreement and as of the Closing in accordance with requirements Section 8.1 and as to their compliance with and performance of governmental regulations their covenants and obligations to be performed or complied with at or before the Closing in accordance with Section 8.2; (collectively, vii) an executed copy of a mutually agreed upon operational agreement between ATHLON and LICENSEE regarding the management of the generic product line by ATHLON on behalf of LICENSEE (the “ConveyancesOperational Agreement”); (viii) written certification that there is no, and that ATHLON has no knowledge of any bases for any, Action or Proceeding by the FDA pending or threatened against the Product; and (ix) the most recent wholesaler inventory reports from Cardinal, McKesson and Amerisource Bergen detailing the Inventory at each company, and certified by an officer of ATHLON as being, to the best of its knowledge, true and correct (the “Wholesale Reports”). (b) Buyer LICENSEE shall deliver to Seller ATHLON: (i) One Million Five Hundred Thousand and No/100 Dollars ($1,500,000.00) ; (ii) the cash Shares of LICENSEE common stock comprising the portion of the Purchase Price described in immediately available funds, less the amount of the Deposit and any additional deposit paid to Seller pursuant to Section 10.1, and the Purchase Price Units; (c) Seller shall deliver to Buyer possession of the Assets; (d) Seller and Buyer shall execute and deliver letters in lieu directing all purchasers of production to pay Buyer the proceeds attributable to production from the Assets from and after the Effective Time; (e) Buyer shall deliver to Seller evidence of appropriate federal, state and local bonds relating to ownership of the Assets after the Closing and certificates of insurance evidencing that Buyer has obtained appropriate insurance covering the Assets; (f) Seller shall deliver to Buyer certificates substantiating non-foreign status in accordance with Treasury Regulations under Section 1445 of the Code, in the form of Exhibit D (“FIRPTA Certificate”3.1(b); (giii) Buyer shall prepare either, the Great Southern Labs Assignment and Seller shall execute Assumption Agreement executed by LICENSEE or notice that LICENSEE has entered into separate negotiations with Great Southern Labs with respect to a mutually agreed upon manufacturing agreement; (iv) a certificate executed by LICENSEE as to the accuracy of its representations and deliver warranties as of the date of this Agreement and as of the Closing in accordance with Section 9.1 and as to Buyer all forms necessary for Buyer its compliance with and performance of its covenants and obligations to assume operations on be performed or complied with at or before the Assets as agreed to by the PartiesClosing in accordance with Section 9.2; and (hv) Seller shall deliver to Buyer the certificates for all an executed copy of the GMO Stock and all of the MV Stock properly executed for assignment to BuyerOperational Agreement.

Closing Obligations. At Subject to the satisfaction of the conditions to Closing set forth in Article 10, at Closing, the following events shall occur, each being a condition precedent to the others and each being deemed to have occurred simultaneously with the others: (a) Seller Liberty shall execute, acknowledge and deliver to Buyer Emerald (i) an Assignment, B▇▇▇ of Sale and Conveyance of the Assets, Liberty Assets effective as of the Effective Time to Buyer (in sufficient counterparts to facilitate filing and recording) substantially in the form of Exhibit C conveying E-1 (the Assets“Liberty Assignment”) with a special warranty of title by, through and under Liberty but not otherwise and with no warranties, express or implied, as to the personal property, fixtures or condition of the Liberty Assets which are conveyed “as is, where is”; and (ii) such other assignments, bills of sale, certificates of title, or deeds necessary to transfer the Liberty Assets to BuyerEmerald including, including without limitation any conveyances on official limitation, federal and state forms of assignment; and related documentation necessary to transfer (iii) an Assignment and Assumption Agreement in the Assets to Buyer form attached as Exhibit F-1 under which Emerald assigns and Liberty assumes Emerald’s interest in the Contracts in accordance with requirements the terms of governmental regulations (collectively, the “Conveyances”)this Agreement; (b) Buyer Emerald shall execute, acknowledge and deliver to Seller the cash portion Liberty (i) an Assignment, B▇▇▇ of Sale and Conveyance of Emerald Assets effective as of the Purchase Price Effective Time substantially in immediately available fundsthe form of Exhibit E-2 (the “Emerald Assignment”)with a special warranty of title by, less through and under Emerald but not otherwise and with no warranties, express or implied, as to the amount personal property, fixtures or condition of the Deposit Emerald Assets which are conveyed “as is, where is”; (ii) such other assignments, bills of sale, certificates of title, or deeds necessary to transfer the Emerald Assets to Liberty including, without limitation, federal and any additional deposit paid to Seller pursuant to Section 10.1, state forms of assignment; and (iii) an Assignment and Assumption Agreement in the Purchase Price Unitsform attached as Exhibit F-2 under which Liberty assigns and Emerald assumes Liberty’s interest in the Contracts in accordance with the terms of this Agreement; (c) Seller Liberty and Emerald shall each deliver to Buyer possession of a certificate duly executed by an officer thereof confirming that the Assetsclosing conditions set forth in Sections 10.1(a) and (b) and 10.2(a) and (b), respectively, have been satisfied; (d) Seller Liberty and Buyer Emerald shall execute and deliver letters in lieu directing all purchasers of production to pay Buyer the proceeds attributable to production from the Assets from and after the Effective TimePreliminary Settlement Statement; (e) Buyer shall deliver to Seller evidence of appropriate federal, state and local bonds relating to ownership of the Assets after the Closing and certificates of insurance evidencing that Buyer has obtained appropriate insurance covering the Assets; (f) Seller shall deliver to Buyer certificates substantiating non-foreign status in accordance with Treasury Regulations under Section 1445 of the Code, in the form of Exhibit D (“FIRPTA Certificate”); (g) Buyer shall prepare and Seller shall execute and deliver to Buyer all forms necessary for Buyer to assume operations on the Assets as agreed to by the Parties; and (h) Seller shall deliver to Buyer the certificates for all of the GMO Stock and all of the MV Stock properly executed for assignment to Buyer.

Closing Obligations. At In addition to any other documents to be delivered under other provisions of this Agreement, at the Closing, the following events shall occur, each being a condition precedent to the others and each being deemed to have occurred simultaneously with the others: (a) Seller and the Parent Company, as the case may be, shall execute, acknowledge and deliver to Buyer: (i) an Assignment, Ba ▇▇▇▇ of Sale and Conveyance sale for all of the Assets, effective as Assets that are Tangible Personal Property and Equipment owned by Seller in a form reasonably acceptable to Buyer and Seller (the “▇▇▇▇ of Sale”) executed by Seller; (ii) an assignment of all of the Effective Time Assets that are intangible personal property in a form reasonably acceptable to Buyer and Seller, which assignment shall also contain Buyer’s undertaking and assumption of the Assumed Liabilities (the “Assignment and Assumption Agreement”) executed by Seller; (iii) for each interest in sufficient counterparts to facilitate filing and recording) substantially Real Property identified on Schedule 5.7, a recordable limited warranty deed, in the form of Exhibit C conveying I or such other appropriate document or instrument of transfer, as the Assets; andcase may require, each in form and substance satisfactory to Buyer and its counsel and executed by Seller; (iiiv) assignments of all Intellectual Property Assets and separate assignments of all registered Marks, Patents, Net Names and Copyrights in a form reasonably acceptable to Buyer and Seller, executed by Seller; (v) such other assignmentsdeeds, bills of sale, or deeds necessary to assignments, certificates of title, documents and other instruments of transfer the Assets to and conveyance as may reasonably be requested by Buyer, including without limitation any conveyances on official forms each in form and related documentation necessary to transfer the Assets substance satisfactory to Buyer and its legal counsel and executed by Seller; (vi) the Escrow Agreement executed by Seller and the Escrow Agent; (vii) a certificate of Seller certifying its calculation of Estimated Working Capital; and the certificate of insurance required under Section 12.9; (viii) a certificate executed by Seller and Parent Company as to (A) the accuracy of their representations and warranties as of the date of this Agreement and as of the Closing in accordance with requirements Section 9.1 and (B) their compliance with and performance of governmental regulations their covenants and obligations to be performed or complied with at or before the Closing in accordance with Section 9.2; (collectivelyix) a certificate of the Secretary of AHL, dated as of the “Conveyances”Closing Date, certifying (A) the resolutions duly adopted by the Board of Directors of AHL authorizing and approving the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, and (B) that such resolutions have not been rescinded or modified and remain in full force and effect as of the Closing Date; (x) a certificate of Good Standing of AHL, certified by the Delaware Secretary of State, dated no earlier than ten (10) days prior to the Closing Date; (xi) a certificate of the manager of Seller, dated as of the Closing Date, certifying (A) the resolutions duly adopted by the members and managers of Seller authorizing and approving the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, and (B) that such resolutions have not been rescinded or modified and remain in full force and effect as of the Closing Date; (xii) a Certificate of Existence of Seller, certified by the Indiana Secretary of State, dated no earlier than ten (10) days prior to the Closing Date; (xiii) a certificate signed by Seller issued pursuant to and in compliance with Treasury Regulations Section 1.1445-2(b)(2), certifying that Seller is not a foreign person within the meaning of Code Section 1445; (xiv) a guarantee from C.L. Financial Limited, a limited liability company organized and domiciled in the Republic of Trinidad and Tobago, in the form of Exhibit J; and (xv) such other instruments or documents reasonably deemed necessary by Buyer and its counsel to effect the transactions contemplated hereby. (b) Buyer shall deliver to Seller the cash Seller: (i) The portion of the Purchase Price as set forth in immediately available funds, less Section 3.1(a)(i) by wire transfer to an account specified by Seller in a writing delivered to Buyer at least three (3) Business Days prior to the amount of the Deposit and any additional deposit paid to Seller pursuant to Section 10.1, and the Purchase Price UnitsClosing Date; (cii) Seller shall deliver to the Escrow Agreement, executed by Buyer possession and the Escrow Agent, together with the delivery of the AssetsEscrow Amount and the Working Capital Escrow Amount to the Escrow Agent, by wire transfer to an account specified by the Escrow Agent; (diii) Seller the Assignment and Buyer shall execute and deliver letters in lieu directing all purchasers of production to pay Buyer the proceeds attributable to production from the Assets from and after the Effective TimeAssumption Agreement executed by Buyer; (eiv) a certificate executed by Buyer shall deliver as to Seller evidence the accuracy of appropriate federal, state its representations and local bonds relating to ownership warranties as of the Assets after date of this Agreement and as of the Closing in accordance with Section 10.1 and certificates as to its compliance with and performance of insurance evidencing that Buyer has obtained appropriate insurance covering its covenants and obligations to be performed or complied with at or before the AssetsClosing in accordance with Section 10.2; (fv) Seller shall deliver to Buyer certificates substantiating non-foreign status in accordance with Treasury Regulations under Section 1445 a certificate of the CodeSecretary or Assistant Secretary of Buyer, dated as of the Closing Date, certifying (A) the resolutions duly adopted by the Board of Managers of Buyer authorizing and approving the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, and (B) that such resolutions have not been rescinded or modified and remain in full force and effect as of the form of Exhibit D (“FIRPTA Certificate”)Closing Date; (gvi) Buyer shall prepare and Seller shall execute and deliver to Buyer all forms necessary for Buyer to assume operations on the Assets as agreed to a Certificate of Good Standing of Buyer, certified by the PartiesDelaware Secretary of State, dated no earlier than ten (10) days prior to the Closing; (vii) copies of the TTB Applications; (viii) evidence of bonding as required by Section 10.6 below; and (hix) such other instruments or documents reasonably deemed necessary by Seller shall deliver and its counsel to Buyer effect the certificates for all of the GMO Stock and all of the MV Stock properly executed for assignment to Buyertransactions contemplated hereby.

Closing Obligations. At Closing, the following documents shall be delivered and the following events shall occur, the execution of each document and the occurrence of each event being a condition precedent to the others and each being deemed to have occurred simultaneously with the others: (a) Seller shall execute, acknowledge and deliver to Buyer (i) an Assignment, B▇▇▇ of Sale and Conveyance of the Assets, effective as of the Effective Time to Buyer (in sufficient counterparts to facilitate filing and recording) substantially in the form of Exhibit C conveying the Assets; and (ii) such other assignments, bills of sale, or deeds necessary to transfer the Assets to Buyer, including without limitation any conveyances on official forms and related documentation necessary to transfer the Assets to Buyer in accordance with requirements of governmental regulations (collectively, the “Conveyances”); (b) Buyer shall deliver to Seller the cash portion of the Purchase Price in immediately available funds, less the amount of the Deposit and any additional deposit paid to Seller pursuant to Section 10.1, and the Purchase Price Units; (c) Seller shall deliver to Buyer possession of the Assets; (d) Seller SM Energy and Buyer shall execute and deliver the Assignment, in sufficient counterparts to facilitate recording in the applicable counties where the Assets are located; (b) SM Energy and Buyer shall execute and deliver assignments, on appropriate forms, of state and of federal leases comprising portions of the Assets, if any; (c) SM Energy and Buyer shall execute and deliver the Preliminary Settlement Statement pursuant to Section 2.6(a); (d) Buyer shall deliver to SM Energy, to the accounts designated in the Preliminary Settlement Statement, by direct bank or wire transfer in same day funds, the Closing Amount; (e) SM Energy shall deliver on forms supplied by Buyer (and reasonably acceptable to SM Energy) transfer orders or letters in lieu thereof directing all purchasers of production to pay make payment to Buyer the of proceeds attributable to Hydrocarbon production from the Assets from and after the Effective Time; (e) , for delivery by Buyer shall deliver to Seller evidence each purchaser of appropriate federal, state and local bonds relating to ownership of the Assets after the Closing and certificates of insurance evidencing that Buyer has obtained appropriate insurance covering the Assetssuch Hydrocarbon production; (f) Seller SM Energy shall deliver to Buyer certificates substantiating nonan executed statement described in Treasury Regulation § 1.1445-2(b)(2) certifying that SM Energy is not a “foreign status in accordance with Treasury Regulations under Section 1445 of the Code, in the form of Exhibit D (person” or a “FIRPTA Certificatedisregarded entity”); (g) Buyer shall prepare execute and Seller deliver a certificate from an authorized officer of Buyer certifying on behalf of Buyer that the conditions set forth in Section 9.2(a) and Section 9.2(b) have been fulfilled by Buyer; (h) SM Energy shall execute and deliver to Buyer all forms necessary for Buyer to assume operations a certificate from an authorized officer of SM Energy certifying on behalf of SM Energy that the Assets as agreed to conditions set forth in Section 9.1(a) and Section 9.1(b) have been fulfilled by SM Energy; (i) SM Energy shall deliver a recordable release of any trust, mortgages, financing statements, fixture filings and security agreements made by SM Energy or its Affiliates affecting the PartiesAssets; and (hj) Seller SM Energy and Buyer shall execute and deliver any other agreements, instruments and documents that are required by other terms of this Agreement to Buyer the certificates for all of the GMO Stock and all of the MV Stock properly be executed for assignment to Buyeror delivered at Closing.

Closing Obligations. At Closing, the Closing the following events shall occur, each being a condition precedent to the others and each being deemed to have occurred simultaneously with the others: (a) Seller shall execute, acknowledge and deliver to BuyerPurchaser (i) an Assignment, Ba General Assignment and ▇▇▇▇ of Sale and Conveyance of the AssetsAssets in the form of Schedule F-1 attached hereto, (ii) assignments, bills of sale and conveyances (in sufficient counterparts to facilitate recording) substantially in the form of Schedule F-2 (the “Conveyance”) together with any transfer forms to be filed with governmental and tribal agencies conveying the Leases and ▇▇▇▇▇ effective as of the Effective Time to Buyer Purchaser, (iii) if requested by Purchaser, letters in sufficient counterparts lieu of transfer orders in a form acceptable to facilitate filing and recording) substantially in the form of Exhibit C conveying the Assets; both parties, and (iiiv) such other deeds, assignments, bills of sale, or deeds sale and any other specialized instruments of transfer necessary to transfer convey to or perfect in Purchaser the Assets to Buyer, including without limitation any conveyances on official forms other than the Leases and related documentation necessary to transfer the Assets to Buyer in accordance with requirements of governmental regulations (collectively, the “Conveyances”)▇▇▇▇▇; (b) Buyer Seller and Purchaser shall execute and deliver a preliminary settlement statement (the “Preliminary Settlement Statement”) prepared by Seller that shall set forth the Estimated Final Purchase Price together with the calculations of all adjustments using for such adjustments the best information available; (c) Purchaser shall deliver to Seller the cash portion of the Estimated Final Purchase Price by wire transfer in immediately available funds, less the amount of the Deposit and any additional deposit paid to Seller pursuant to Section 10.1, and the Purchase Price Units; (cd) Seller shall deliver to Buyer Purchaser possession of the Assets; (d) Seller and Buyer shall execute and deliver letters in lieu directing all purchasers of production to pay Buyer the proceeds attributable to production from the Assets from and after the Effective Time; (e) Buyer shall deliver to Seller evidence of appropriate federal, state and local bonds relating to ownership of the Assets after the Closing and certificates of insurance evidencing that Buyer has obtained appropriate insurance covering the Assets; (f) Seller shall deliver to Buyer certificates substantiating non-foreign status the Purchaser the certificate referred to in accordance with Treasury Regulations under Section 1445 of 9.2(b). (f) Purchaser shall deliver to Seller the Code, certificate referred to in the form of Exhibit D (“FIRPTA Certificate”Section 9.1(b);. (g) Buyer Purchaser shall prepare assume the obligation to disburse all royalty, overriding royalty and other payments due under or with respect to the Leases to the extent Seller shall execute and deliver was responsible for such payments prior to Buyer all forms necessary for Buyer to assume operations on the Assets as agreed to by the Parties; andClosing. (h) Seller and Purchaser shall execute and deliver to Buyer the certificates all other documents or agreements called for all of the GMO Stock and all of the MV Stock properly executed for assignment to Buyerherein.

Closing Obligations. At In addition to any other documents to be delivered under other provisions of this Agreement, at the Closing, the following events shall occur, each being a condition precedent to the others and each being deemed to have occurred simultaneously with the others: (a) Seller Sellers and the Company shall, and Sellers shall executecause the Company to, acknowledge and deliver deliver, or cause to Buyerbe delivered, to Buyer the following: (i) certificate(s) representing the Purchased Stock, duly endorsed for transfer (or accompanied by duly executed stock powers) or, in the event of a lost certificate, an Assignmentaffidavit with respect to same indemnifying Buyer against any claim from any other Person asserting that it owns any Purchased Stock through such Seller; (ii) an option cancellation agreement, B▇▇▇ of Sale and Conveyance of the Assets, effective dated as of the Effective Time to Buyer Closing Date, in substantially the form attached hereto as Exhibit A, duly executed by each Optionholder and the Company (the “Option Cancellation Agreement”); (iii) a warrant cancellation agreement, dated as of the Closing Date, in sufficient counterparts to facilitate filing substantially the form attached hereto as Exhibit B, duly executed by the Warrantholder and recordingthe Company (the “Warrant Cancellation Agreement”); (iv) an escrow agreement substantially in the form of Exhibit C conveying (the Assets“Escrow Agreement”), duly executed by the Sellers’ Representative; (v) instruments evidencing the resignation of each director, manager and officer of the Company that Buyer has requested to resign as of the Closing (with such request being given by Buyer to Sellers no fewer than five (5) Business Days prior to the Closing Date), in form and substance reasonably acceptable to Buyer, duly executed by each such director, manager and officer; (vi) a statement pursuant to § 1.897-2(h) of the Treasury Regulations, duly executed by the Company, certifying that the Securities being transferred under this Agreement do not constitute a U.S. real property interest; (vii) payoff letters (the “Debt Payoff Letters”), in form and substance reasonably acceptable to Buyer, duly executed by the Lenders, providing for, upon the payment of all Closing Indebtedness owed by the Company to such Lender at the Closing, the termination of all Encumbrances held by such Lender with respect to the Assets of the Company (including the authorization of the filing of all necessary UCC-3 termination statements and other necessary documentation in connection with the termination of such Encumbrances); (viii) evidence, in form and substance reasonably acceptable to Buyer, that all Encumbrances on the Purchased Stock (other than Statutory Transfer Restrictions) and all Encumbrances on the Assets of the Company (other than Permitted Encumbrances) have been released and all Indebtedness has been paid, in each case, at or prior to the Closing; (ix) invoices (the “Invoices”) from the applicable Persons, dated no more than two (2) Business Days prior to the Closing Date, with respect to all Closing Transaction Expenses due and payable to such applicable Persons as of the Closing Date; (x) copies of those notices required to be given and Consents required to be obtained by either of Sellers or the Company in connection with the execution and delivery of the Transaction Documents and the consummation of the Transactions that are set forth on Schedule 2.5(a)(x) to the Seller Disclosure Letter, in each case, in form and substance reasonably acceptable to Buyer; (xi) with respect to the Leased Real Property, estoppel certificates and landlord waivers, in each case, in form and substance reasonably acceptable to Buyer, duly executed by the lessors leasing the Leased Real Property; (xii) the Constitutive Documents of the Company and certificates of good standing (or the equivalent) from the jurisdiction of incorporation, organization or formation of the Company and each other jurisdiction in which the Company is qualified to do business, all issued by the Secretary of State or Commonwealth (or other applicable Governmental Authority) of such jurisdiction, all of which are to be dated within ten (10) Business Days prior to the Closing Date; (xiii) a certificate, in form and substance reasonably acceptable to Buyer, duly executed by an authorized officer of the Company (A) certifying as accurate and complete as of the Closing, attached copies of the Governance Documents of the Company, (B) attaching all requisite resolutions of the board of directors and shareholders of the Company approving the execution and delivery of the Transaction Documents and the consummation of the Transactions, and certifying that all such resolutions were duly adopted, have not been amended, modified or rescinded in any respect and remain in full force and effect as of the Closing, and (C) certifying as to the names, titles and signatures of the officers of the Company authorized to sign the Transaction Documents on behalf of the Company; (xiv) the Constitutive Documents of each Seller that is an entity and a certificate of good standing (or the equivalent) from the jurisdiction of incorporation, organization or formation of such Seller issued by the Secretary of State or Commonwealth (or other applicable Governmental Authority) of such jurisdiction, which are to be dated within ten (10) Business Days prior to the Closing Date; (xv) a certificate, in form and substance reasonably acceptable to Buyer, duly executed by an authorized officer of each Seller that is an entity (A) attaching all requisite resolutions of the board of directors and shareholders of such Seller approving the execution and delivery of the Transaction Documents and the consummation of the Transactions, and certifying that all such resolutions were duly adopted, have not been amended, modified or rescinded in any respect and remain in full force and effect as of the Closing, and (B) certifying as to the names, titles and signatures of the officers of such Seller authorized to sign the Transaction Documents on behalf of such Seller; (xvi) the Allocation Certificate in accordance with Section 2.2(e), duly executed by each Seller; (xvii) evidence satisfactory to Buyer that the loan made by the Company to ▇▇▇▇▇ ▇▇▇▇▇▇ has been satisfied and paid in full; and (iixviii) such other assignmentsContracts, bills of sale, or deeds documents and certificates necessary to transfer consummate the Assets Transactions, as Buyer reasonably requests, each in form and substance reasonably acceptable to Buyer, including without limitation any conveyances on official forms and related documentation necessary to transfer each duly executed by the Assets to Buyer in accordance with requirements of governmental regulations (collectively, the “Conveyances”);applicable Person. (b) Buyer shall deliver deliver, or cause to Seller be delivered, the cash portion of following: (i) the Purchase Price Closing Payments, to the respective Persons, in immediately available fundsthe respective form and in the respective amounts, less the amount of the Deposit and any additional deposit paid to Seller pursuant to in each case, in accordance with Section 10.1, and the Purchase Price Units2.3; (cii) Seller shall deliver to Buyer possession of Sellers, the AssetsEscrow Agreement, duly executed by Buyer; (diii) Seller the Constitutive Documents of Buyer and Buyer shall execute and deliver letters in lieu directing a certificate of good standing, all purchasers issued by the Secretary of production State of Delaware, all of which are to pay Buyer the proceeds attributable be dated within ten (10) Business Days prior to production from the Assets from and after the Effective Time; (e) Buyer shall deliver to Seller evidence of appropriate federal, state and local bonds relating to ownership of the Assets after the Closing and certificates of insurance evidencing that Buyer has obtained appropriate insurance covering the Assets; (f) Seller shall deliver to Buyer certificates substantiating non-foreign status in accordance with Treasury Regulations under Section 1445 of the Code, in the form of Exhibit D (“FIRPTA Certificate”); (g) Buyer shall prepare and Seller shall execute and deliver to Buyer all forms necessary for Buyer to assume operations on the Assets as agreed to by the PartiesDate; and (hiv) Seller shall deliver a certificate, in a form reasonably acceptable to Sellers, duly executed by an authorized officer of Buyer the certificates for all (A) certifying as accurate and complete as of the GMO Stock and all Closing, attached copies of the MV Stock properly executed for assignment Governance Documents of Buyer, (B) attaching all requisite resolutions or actions of the board of directors of Buyer approving the execution and delivery of the Transaction Documents and the consummation of the Transactions, and certifying that all such resolutions were duly adopted, have not been amended, modified or rescinded in any respect and remain in full force and effect as of the Closing, and (C) certifying as to the names, titles and signatures of the officers of Buyer authorized to sign the Transaction Documents on behalf of Buyer.

Closing Obligations. At In addition to any other documents to be delivered under other provisions of this Agreement, at the Closing, the following events shall occur, each being a condition precedent to the others and each being deemed to have occurred simultaneously with the others: (a) Seller Sellers shall execute, acknowledge and deliver to Buyer: (i) an Assignment, Bthe ▇▇▇▇ of Sale executed by Sellers; (ii) the Assignment and Conveyance of Assumption Agreement executed by Sellers; (iii) the Assetsconsents set forth on Schedule 2.7(a)(iii) (the “Material Consents”); (iv) for the interest in Real Property at ▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, effective as of the Effective Time to Buyer (in sufficient counterparts to facilitate filing and recording) substantially Lease in the form of Exhibit C conveying E or such other appropriate document, as the Assets; andcase may require, in form and substance satisfactory to Buyer and its counsel and executed by the landlord of the Real Property (the “New Lease”); (iiv) an Assignment of Intellectual Property in the form of Exhibit F executed by Seller; (vi) such other assignmentsdeeds, bills of sale, or deeds necessary to assignments, certificates of title (including endorsed certificates of title for motor vehicles), documents, and other instruments of transfer the Assets to and conveyance as may reasonably be requested by Buyer, including without limitation any conveyances on official forms each in form and related documentation necessary to transfer the Assets substance reasonably satisfactory to Buyer and its legal counsel and executed by Sellers; (vii) the Noncompetition Agreement in the form of Exhibit G, executed by Sellers (the “Noncompetition Agreement”); (viii) a certificate executed by each Seller as to the accuracy of its respective representations and warranties as of the date of this Agreement and as of the Closing in accordance with requirements Section 7.1 and as to its compliance with and performance of governmental regulations its respective covenants and obligations to be performed or complied with at or before the Closing in accordance with Section 7.2; (collectivelyix) a certificate of the Secretary 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 and shareholders approving the execution and delivery of this Agreement, the consummation of the Contemplated Transactions and the change of name contemplated by Section 5.8, 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; (x) a certificate issued by the jurisdiction of each Seller’s organization as of a date not more than thirty (30) days before the Closing certifying that each Seller is validly existing and in good standing; and (xi) a Closing Statement, setting forth the payment of all sums due under this Agreement (the “ConveyancesClosing Statement”);, executed by Sellers. (b) Buyer shall deliver to Seller the cash portion of the Purchase Price in immediately available funds, less the amount of the Deposit and any additional deposit paid to Seller Sellers: (i) $1,400,000.00 by wire transfer pursuant to Section 10.1, and the Purchase Price UnitsClosing Statement; (cii) Seller shall deliver to Buyer possession of the AssetsAssignment and Assumption Agreement executed by Buyer; (diii) Seller the Employment Agreement executed by Buyer and Parent (iv) the Noncompetition Agreement executed by Buyer shall execute and deliver letters in lieu directing all purchasers of production to pay Buyer the proceeds attributable to production from the Assets from and after the Effective TimeParent; (ev) Buyer shall deliver to Seller evidence of appropriate federal, state and local bonds relating to ownership of the Assets after the Closing and certificates of insurance evidencing that Buyer has obtained appropriate insurance covering the AssetsNew Lease executed by Buyer; (fvi) Seller shall deliver a certificate executed by each of Buyer and Parent as to Buyer certificates substantiating non-foreign status the accuracy of its respective representations and warranties as of the date of this Agreement and as of the Closing in accordance with Treasury Regulations under Section 1445 8.1 and as to its compliance with and performance of its respective covenants and obligations to be performed or complied with at or before the Code, Closing in the form of Exhibit D (“FIRPTA Certificate”)accordance with Section 8.2; (gvii) a certificate of the Secretary of Buyer shall prepare certifying, as complete and Seller shall execute accurate as of the Closing, attached copies of the Governing Documents of Buyer and deliver 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 all forms necessary for Buyer executing this Agreement and any other document relating to assume operations on the Assets as agreed to Contemplated Transactions; (viii) a certificate issued by the Parties; andjurisdiction of Buyer’s organization as of a date not more than ten (10) days before the Closing certifying that Buyer is validly existing and in good standing; (hix) Seller shall deliver to and the Closing Statement, executed by Buyer the certificates for all of the GMO Stock and all of the MV Stock properly executed for assignment to BuyerParent.

Closing Obligations. At the Closing, the following events shall occur, each being a condition precedent to the others and each being deemed to have occurred simultaneously with the others: (a) Seller shall execute, acknowledge and deliver will cause to be delivered to Buyer: (i) an Assignmentshare certificate(s) representing the Shares, B▇▇▇ duly issued in the name of Sale Buyer; (ii) duly executed and Conveyance undated stock transfer forms and bought/sold notes in respect of the Assets, effective as Shares; (iii) a certified copy of the Effective Time to updated members’ register of the Company showing Buyer as the holder of the Shares; (in sufficient counterparts to facilitate filing and recordingiv) a receipt for 90% of the Estimated Purchase Price; (v) a transition services agreement substantially in the form of Exhibit C conveying 3 (the Assets“Transition Services Agreement”), executed by Seller and Company; (vi) a supply agreement substantially in the form of Exhibit 4 (the “Supply Agreement”), executed by Seller and Company; (vii) a counterpart to a shareholders’ agreement substantially in the form of Exhibit 5 (the “Shareholders’ Agreement”), executed by Seller; (viii) the sublease agreements substantially in the form of Exhibit 6 (the “Sublease Agreements”), executed by Seller, US Subsidiary and Company; (ix) a copy of the relevant legal documentation implementing the Restructuring, as set forth in the Restructuring Plan (the “Restructuring Documents”), executed by Seller, Company and the other Acquired Companies, as applicable; (x) the license agreements substantially in the form of Exhibit 7 (the “License Agreements”), executed by Seller and Company; (xi) written resignations as officers and directors (but not as employees, if applicable) duly executed by each officer and director of the Company not remaining in such position following the Closing pursuant to the terms of the Shareholders’ Agreement, in form and substance reasonably acceptable to Buyer; (xii) certificates dated as of the Closing Date from Seller and/or the Company, as applicable, duly executed by such Person’s Secretary, certifying (A) that attached thereto is a true, correct and complete copy of the Organizational Documents of the Company as in effect on the date of such certification, (B) that attached thereto is a true, correct and complete copy of all resolutions duly and validly adopted by the board of directors of the Company approving any Ancillary Agreements to which it is a party and that all such resolutions are still in full force and effect, and (C) that attached thereto is a true, correct and complete copy of the resolutions duly adopted by the board of directors of Seller, authorizing the entry into this Agreement, and each of the Ancillary Agreements to which it is a party, by Seller and the performance by Seller of the terms hereof and thereof; (xiii) legal opinion from Seller’s New Jersey attorney D▇▇▇▇▇, B▇▇▇▇ & L▇▇▇▇▇ addressed to Seller confirming that approval from the stockholders of Seller is not required in respect of the execution, delivery and performance of this Agreement and the Ancillary Agreements and the transactions contemplated hereby and thereby; (xiv) all original agreements, documents, books, records and files, including records and files stored on computer disks or tapes or any other storage medium, if any, of the Business and in the possession of any Emcore Company to the extent not then in the possession of an Acquired Company, except that if such materials also relate to the Retained Business or if the Emcore Companies are otherwise required to retain the original of such materials, then copies thereof. Notwithstanding the foregoing, to the extent required by any Legal Requirements, Seller may require Buyer to designate a United States citizen as the recipient of any of the foregoing, and such recipient, as a condition to receiving such items, shall agree to any restrictions on further disclosures as may be required by such Legal Requirements; (xv) the certificates required by Sections 7.1 and 7.2(a), dated as of the Closing Date; (xvi) a copy of the export license approvals issued by the U.S. Department of Commerce in respect of the Export Controlled Technologies without conditions that are unusual or unduly onerous; (xvii) a copy of the approval document issued by CFIUS in respect of the transaction contemplated under this Agreement without conditions that are unusual or unduly onerous; and (iixviii) such other assignments, bills of sale, or deeds necessary to transfer the Assets to Buyer, including without limitation any conveyances on official forms and related documentation necessary to transfer the Assets to Buyer in accordance with requirements of governmental regulations Emcore Loan Agreement (collectively, the “ConveyancesEmcore Loan Agreement”);, executed by Seller and Company on terms substantially consistent with the terms set forth in Exhibit 8. (b) Buyer shall deliver will cause to be delivered to Seller the cash portion : (i) 90% of the Estimated Purchase Price in by wire transfer of immediately available funds, less in accordance with wire instructions delivered by Seller to Buyer at least three (3) Business Days prior to the amount of the Deposit and any additional deposit paid to Seller pursuant to Section 10.1, and the Purchase Price UnitsClosing Date; (cii) Seller shall deliver a counterpart to Buyer possession of the AssetsShareholders’ Agreement executed by Buyer; (diii) Seller a certificate dated as of the Closing Date from Buyer, duly executed by Buyer’s Chairman of board of directors, certifying that attached thereto is a true, correct and complete copy of all resolutions duly and validly adopted by the board of directors of Buyer shall execute authorizing the execution, delivery and deliver letters performance of this Agreement and the Buyer’s Closing Documents and the transactions contemplated hereby and thereby, and that all such resolutions are still in lieu directing all purchasers of production to pay Buyer the proceeds attributable to production from the Assets from full force and after the Effective Timeeffect; (eiv) the form of Caofeidian Loan Agreement as agreed between Buyer shall deliver to and Seller evidence of appropriate federal, state and local bonds relating to ownership of on terms substantially consistent with the Assets after terms set forth in Exhibit 8 (the Closing and certificates of insurance evidencing that Buyer has obtained appropriate insurance covering the Assets“CFD Loan Agreement”) initialed by Buyer; (fv) Seller shall deliver to Buyer the certificates substantiating non-foreign status in accordance with Treasury Regulations under Section 1445 required by Sections 8.1 and 8.2(a), dated as of the Code, in the form of Exhibit D (“FIRPTA Certificate”); (g) Buyer shall prepare and Seller shall execute and deliver to Buyer all forms necessary for Buyer to assume operations on the Assets as agreed to by the PartiesClosing Date; and (hvi) Seller shall deliver to Buyer the certificates for all a copy of each of the GMO Stock and all of the MV Stock properly executed for assignment to BuyerPRC Approvals.

Closing Obligations. At Closing, the following events shall occur, each being a condition precedent to the others and each being deemed to have occurred simultaneously with the others: (a) Seller and Buyer shall execute, acknowledge and deliver to Buyer Buyer (i) an Assignment, B▇▇▇▇ of Sale and Conveyance of the Assets, Assets effective as of the Effective Time to Buyer (in sufficient counterparts to facilitate filing and recording) substantially in the form of Exhibit C conveying D with a special warranty of title by, through and under Seller but not otherwise and with no warranties, express or implied, as to the Assetspersonal property, fixtures or condition of the Assets which are conveyed “as is, where is”; and and (ii) such other assignments, bills of sale, or deeds necessary to transfer the Assets to Buyer, Buyer including without limitation any conveyances on official federal and state forms and related documentation necessary to transfer the Assets to Buyer in accordance with requirements of governmental regulations (collectively, the “Conveyances”)assignment; (b) Seller and Buyer shall deliver to Seller the cash portion of the Purchase Price certificates required in immediately available fundsSections 10.2(a) and 10.1(a), less the amount of the Deposit and any additional deposit paid to Seller pursuant to Section 10.1, and the Purchase Price Units;respectively. (c) Seller shall deliver to Buyer possession of the Assets; (d) Seller and Buyer shall execute the Preliminary Settlement Statement agreed to in accordance with Section 2.3; (d) Buyer shall cause the Closing Amount to be paid by wire transfer of immediately available funds to the account(s) designated by Seller in writing and, if required by any provision of this Agreement, to the Escrow Account; (e) Seller shall execute, acknowledge and deliver transfer orders or letters in lieu thereof, in form and substance reasonably satisfactory to Buyer, notifying all purchasers of production of the change in ownership of the Assets and directing all purchasers of production to pay make payment to Buyer the of proceeds attributable to production from the Assets from and after the Effective Time; (e) Buyer shall deliver to Seller evidence of appropriate federal, state and local bonds relating to ownership of the Assets after the Closing and certificates of insurance evidencing that Buyer has obtained appropriate insurance covering the Assets; (f) Seller shall execute and deliver to Buyer certificates substantiating non-foreign status in accordance with Treasury Regulations under Section 1445 all required change of the Code, in the form of Exhibit D (“FIRPTA Certificate”)operator forms and notices; (g) Buyer shall prepare and Seller shall execute and deliver to Buyer all forms necessary a certificate of non-foreign status in the form of Exhibit F and a Request for Buyer to assume operations Taxpayer Identification and Certificate on the Assets as agreed to by the Parties; andForm W-9 certifying Seller's federal employer identification number; (h) Seller shall deliver, or cause to be delivered, recordable forms of releases, in form and substance reasonably satisfactory to Buyer, for any pledge, mortgage, financing statement, fixture filing or security agreement filed in connection with Seller's senior credit facility or otherwise and affecting the Assets; (i) Seller shall deliver to Buyer the certificates for all possession of the GMO Stock and all of the MV Stock properly executed for assignment Assets to Buyer; and (j) Seller and Buyer shall take such other actions and deliver such other documents as are contemplated by this Agreement.

Closing Obligations. At the Closing, the following events shall occur, each being a condition precedent to the others and each being deemed to have occurred simultaneously with the others: (a) The Seller and/or the Shareholder, as the case may be, shall execute, acknowledge and deliver to the Buyer: (i) an Assignment, Bthis Agreement executed by the Seller and the Shareholder if not already delivered; (ii) a ▇▇▇▇ of Sale sale substantially in the form of Exhibit B attached hereto (the “▇▇▇▇ of Sale”) executed by the Seller, conveying the Purchased Assets constituting personal property to the Buyer; (iii) an assignment and Conveyance of the Assets, effective as of the Effective Time to Buyer (in sufficient counterparts to facilitate filing and recording) assumption agreement substantially in the form of Exhibit C conveying attached hereto (the Assets; and“Assignment & Assumption Agreement”) executed by the Seller, assigning to the Buyer the rights under the Purchased Contracts; (iiiv) such other assignments, bills of sale, or deeds necessary a lease in form and substance reasonably satisfactory to transfer the Assets to Buyer, including without limitation any conveyances on official forms and related documentation necessary to transfer the Assets to Buyer in accordance with requirements of governmental regulations (collectively, the “ConveyancesLease”) conveying to the Buyer leasehold title to the Real Property; (v) an employment agreement in the form of Exhibit D, executed by the Shareholder (the “Shareholder Employment Agreement”); (vi) the Operating Agreement of Buyer, dated as of the date hereof, executed by the Seller (the “Operating Agreement”). (b) The Buyer shall deliver to the Seller and the cash portion of Shareholder: (i) this Agreement executed by the Purchase Price in immediately available fundsBuyer, less if not already delivered; (ii) the amount of the Deposit and any additional deposit Closing Payment to be paid to the Seller pursuant to Section 10.12.8(b); (iii) the Assignment & Assumption Agreement executed by the Buyer, and pursuant to which the Purchase Price UnitsBuyer shall assume the obligations of the Purchased Contracts to the extent such obligations are included in the Assumed Liabilities; (iv) the Shareholder Employment Agreement, executed by the Buyer; and (v) the Operating Agreement, executed by the Buyer. (c) The Buyer and the Seller shall deliver enter into the Escrow Agreement with the Escrow Agent in a form satisfactory to Buyer possession of both parties, and the Assets; (d) Seller and Buyer shall execute and deliver letters in lieu directing all purchasers of production to pay Buyer deposit the proceeds attributable to production from Escrow Fund with the Assets from and after the Effective Time; (e) Buyer shall deliver to Seller evidence of appropriate federal, state and local bonds relating to ownership of the Assets after the Closing and certificates of insurance evidencing that Buyer has obtained appropriate insurance covering the Assets; (f) Seller shall deliver to Buyer certificates substantiating non-foreign status Escrow Agent in accordance with Treasury Regulations under Section 1445 of the Code, in the form of Exhibit D (“FIRPTA Certificate”2.8(b); (g) Buyer shall prepare and Seller shall execute and deliver to Buyer all forms necessary for Buyer to assume operations on the Assets as agreed to by the Parties; and (h) Seller shall deliver to Buyer the certificates for all of the GMO Stock and all of the MV Stock properly executed for assignment to Buyer.

Closing Obligations. At the Closing, the following events shall occur, each being a condition precedent to the others and each being deemed to have occurred simultaneously with the others: (a) Seller shall execute, acknowledge and will deliver to Buyer: (i) an Assignmentthe certificates representing the Shares owned by Seller, B▇▇▇ of Sale and Conveyance of the Assets, effective as of the Effective Time duly endorsed (or accompanied by duly executed stock powers) for transfer to Buyer (in sufficient counterparts to facilitate filing and recording) substantially in the form of Exhibit C conveying the AssetsBuyer; and (ii) such other assignments, bills of sale, or deeds necessary to transfer the Assets to Buyer, including without limitation any conveyances on official forms a certificate executed by Seller representing and related documentation necessary to transfer the Assets warranting to Buyer that each of Seller's representations and warranties in accordance with requirements this Agreement was accurate in all respects as of governmental regulations (collectively, the “Conveyances”);date of this Agreement and is accurate in all respects as of the Closing Date as if made on the Closing Date. (b) Buyer shall will deliver to Seller Seller: (i) $2,833,280 in cash by wire transfer of immediately available funds in accordance with Seller's written wiring instructions; and (ii) a certificate executed by Buyer to the cash portion effect that, except as otherwise stated in such certificate, each of Buyer's representations and warranties in this Agreement was accurate in all respects as of the Purchase Price date of this Agreement and is accurate in immediately available funds, less the amount all respects as of the Deposit and any additional deposit paid to Seller pursuant to Section 10.1, and Closing Date as if made on the Purchase Price Units;Closing Date. (c) Seller shall deliver to In lieu of Buyer possession delivering the remaining $2,500,000 of the Assets; (d) Purchase Consideration to Seller, and Seller and Buyer shall execute and deliver letters in lieu directing all purchasers of production to pay Buyer receiving such consideration, the proceeds attributable to production from the Assets from and after the Effective Time; (e) Buyer shall deliver to Seller evidence of appropriate federal, state and local bonds relating to ownership remaining $2,500,000 of the Assets after Purchase Consideration will be applied to Seller's purchase of 25,000 shares of Series D Preferred Stock for $100 per share pursuant to (i) a Series D Preferred Stock Purchase Agreement, dated as of the Closing Date (the "SERIES D PURCHASE AGREEMENT") and certificates of insurance evidencing that Buyer has obtained appropriate insurance covering the Assets; (fii) Seller shall deliver to Buyer certificates substantiating non-foreign status in accordance with Treasury Regulations under Section 1445 an Amended and Restated Investor Rights Agreement, dated as of the CodeClosing Date (the "INVESTOR RIGHTS AGREEMENT," and together with the Series D Purchase Agreement, the "INVESTMENT AGREEMENTS"), which the parties will enter into on the Closing Date substantially in the form of Exhibit D (“FIRPTA Certificate”); (g) Buyer shall prepare and Seller shall execute and deliver to Buyer all forms necessary for Buyer to assume operations on the Assets attached hereto as agreed to by the Parties; and (h) Seller shall deliver to Buyer the certificates for all of the GMO Stock and all of the MV Stock properly executed for assignment to BuyerEXHIBITS A AND B, respectively.

Closing Obligations. At the Closing, the following events shall occur, each being a condition precedent to the others and each being deemed to have occurred simultaneously with the others: (a) Seller shall execute, acknowledge and Sellers will deliver to Buyer: (i1) an AssignmentCertificates evidencing the Shares and other supporting documents of transfer requested by Buyer, B▇▇▇ executed by Sellers; (2) Certificate executed by each Seller representing and warranting to Buyer that each of Sale Seller's representations and Conveyance of the Assets, effective warranties in this Agreement was accurate in all material respects as of the Effective Time date of this Agreement and is accurate in all material respects as of the Closing Date as if made on the Closing Date (giving full effect to any supplements to the Schedules that were delivered by Sellers to Buyer prior to the Closing Date); (3) Certificate executed by Sellers representing and warranting to Buyer that each of the representations and warranties of the Acquired Companies, in sufficient counterparts this Agreement was accurate in all material respects as of the date of this Agreement and is accurate in all material respects as of the Closing Date as if made on the Closing Date (giving full effect to facilitate filing and recordingany supplements to the Schedules that were delivered by Sellers to Buyer prior to the Closing Date); (4) substantially Certificate of good standing for each Acquired Company in the state of incorporation certified as of a date not more than ten (10) days before the Closing Date; (5) Lien searches for federal and state tax liens, judgment liens, and other liens on standard form of Exhibit C conveying Request for Information (Uniform Commercial Code Form UCC-11) for entries in the Assetsname of every Acquired Company (including any assumed names) completed and certified by the County Clerk of Los Angeles County, and the Secretary of State, in the State of California, dated no earlier than ten (10) days prior to Closing Date and showing the absence of any Encumbrances; provided, however, that it is understood that the County Clerk may not certify a search for all types of liens. (6) Evidence in form reasonably satisfactory to Buyer of the receipt of each of the governmental and third-party consents, approvals and waivers described in SECTIONS 2.5 AND 2.19; (7) Evidence in form reasonably satisfactory to Buyer of the payment or discharge, as applicable, of the loans and payables described in SECTION 4.6; (8) The written resignations described in SECTION 6.5; (9) All minute books, including the Organizational Documents, stock transfer ledgers and corporate seal of each Acquired Company; (10) Such additional certificates, instruments, documents, information and materials required to be delivered by Sellers and their affiliates under this Agreement and otherwise as Buyer may reasonably request; (11) Executed Leases for all dealership locations on property owned by Sellers' Affiliates or their successors; and (ii12) such other assignmentsConsents of landlords, bills if required by reason of salethe sale of the shares, or deeds necessary to transfer the Assets to Buyer, including without limitation any conveyances on official forms and related documentation necessary to transfer the Assets to Buyer in accordance with requirements for leases upon property owned by third-parties who are not Affiliates of governmental regulations (collectively, the “Conveyances”);Sellers. (b) Buyer shall will deliver to Seller the cash portion Sellers: (1) Payment of the Purchase Price Initial Payment, as hereinafter defined; (2) Certificate executed by Buyer to the effect that, except as otherwise stated in immediately available fundssuch certificate, less the amount each of Buyer's representations and warranties in this Agreement was accurate in all respects as of the Deposit date of this Agreement and is accurate in all respects as of the Closing Date as if made on the Closing Date; (3) Certificate of good standing in the state of Buyer's incorporation certified as of a date not more than ten (10) days before the Closing Date; (4) Such additional certificates, instruments, documents, information and material required to be delivered by Buyer or its Affiliates under this Agreement and otherwise as Sellers may reasonable request; (5) Releases of Sellers' guaranties, as required in SECTIONS 5.3 AND 5.4; and (6) Guaranty of Buyer of any additional deposit paid to Seller pursuant to Section 10.1, and new Leases executed by the Purchase Price Units;Acquired Companies at Closing. (c) Seller shall deliver Each party will pay its respective obligations to Buyer possession of the Assets; (d) Seller and Buyer shall execute and deliver letters in lieu directing all purchasers of production to pay Buyer the proceeds attributable to production from the Assets from and after the Effective Time; (e) Buyer shall deliver to Seller evidence of appropriate federalPresidio Merchant Partners, state and local bonds relating to ownership of the Assets after the Closing and certificates of insurance evidencing that Buyer has obtained appropriate insurance covering the Assets; (f) Seller shall deliver to Buyer certificates substantiating non-foreign status in accordance with Treasury Regulations under Section 1445 of the Code, in the form of Exhibit D (“FIRPTA Certificate”); (g) Buyer shall prepare and Seller shall execute and deliver to Buyer all forms necessary for Buyer to assume operations on the Assets as agreed to by the Parties; and (h) Seller shall deliver to Buyer the certificates for all of the GMO Stock and all of the MV Stock properly executed for assignment to BuyerLLC.

Closing Obligations. At the Closing, the following events shall occur, each being a condition precedent to the others and each being deemed to have occurred simultaneously with the others: (a) Each Seller shall execute, acknowledge and will deliver to the Buyer: (i) an Assignment, B▇▇▇ of Sale and Conveyance certificates representing the shares of the AssetsClosing Date Purchased Stock held by such Seller duly endorsed (or accompanied by duly executed stock powers) for transfer to Buyer, effective as of the Effective Time to Buyer (in sufficient counterparts to facilitate filing and recording) substantially in the form of Exhibit C conveying the Assetswith guaranteed signature, or a duly executed lost stock affidavit; and (ii) a receipt for such other assignmentsSeller’s portion of the Closing Cash Payment. (b) The Company will deliver to the Buyer: (i) resignations, bills effective as of salethe Closing, of each director of the Company whom the Buyer shall have specified in writing to the Sellers prior to the Closing; (ii) certificates evidencing that the Company and each Subsidiary is in good standing in all jurisdictions where the Company or deeds necessary each Subsidiary is obligated to transfer be qualified, dated as of a date not earlier than ten (10) days before the Assets Closing Date; (iii) all Required Consents; (iv) a legal opinion of counsel, such counsel to be reasonably acceptable to Buyer, including without limitation any conveyances on official forms and related documentation necessary to transfer the Assets Company, in substantially the form set forth in Exhibit C; (v) the certificate referred to Buyer in accordance with requirements of governmental regulations (collectively, the “Conveyances”Section 8.1(a)(viii); (bvi) Buyer shall deliver the statement referred to Seller the cash portion in Section 10.8; (vii) a certificate of an officer of the Purchase Price in immediately available fundsCompany, less (i) certifying as complete and accurate as of Closing the copies of the Certificate of Incorporation and bylaws of the Company attached to such certificate, (ii) certifying and attaching the resolutions of the board of directors of the Company authorizing the execution and delivery of this Agreement and the consummation of the transactions set forth herein, and (iii) certifying to the incumbency and signatures of the officer of the Company executing this Agreement and any other documents delivered pursuant to this Agreement; (viii) evidence reasonably satisfactory to Buyer of the exercise of the Class C Options and the termination of the Option Plan, with each holder of Class C Options having (i) exercised its Class C Options prior to Closing and paid the exercise price therefor or (ii) exercised the Class C Options on the Closing Date on a cashless basis pursuant to Section 2.2 hereof; and (ix) a certificate setting forth the amount of Company Transaction Expenses not paid on or prior to the Deposit and any additional deposit paid to Seller pursuant to Section 10.1, and the Purchase Price Units;Closing Date or stating that all Company Transaction Expenses have been paid. (c) Seller shall The Buyer will deliver to Buyer possession the Sellers and, in the case of (ii) below, the AssetsSellers’ Representative, and in the case of (iii) through (vi) below, the Escrow Agent: (i) the Closing Cash Payment; (ii) the certificate referred to in Section 8.2(d); (iii) the Escrow Letter of Credit; (iv) the Escrow Agreement, executed by Buyer; (v) the Deferred Payment Letter of Credit; and (vi) the Deferred Payment Escrow Agreement. (d) Seller The Escrow Agent will deliver to the Buyer, the Sellers and Buyer shall execute and deliver letters in lieu directing all purchasers of production to pay Buyer the proceeds attributable to production from Seller’s Representative: (i) the Assets from and after Escrow Agreement, executed by Escrow Agent; and (ii) the Effective Time;Deferred Payment Escrow Agreement. (e) Buyer shall The Sellers’ Representative will deliver to Seller evidence of appropriate federalthe Buyer and the Sellers the Escrow Agreement, state and local bonds relating to ownership of executed by the Assets after the Closing and certificates of insurance evidencing that Buyer has obtained appropriate insurance covering the Assets;Sellers’ Representative. (f) Seller shall The Employee Stockholder Committee will deliver to the Buyer certificates substantiating non-foreign status in accordance with Treasury Regulations under Section 1445 and the Sellers the Deferred Payment Escrow Agreement, executed by the members of the Code, in the form of Exhibit D (“FIRPTA Certificate”); (g) Buyer shall prepare and Seller shall execute and deliver to Buyer all forms necessary for Buyer to assume operations on the Assets as agreed to by the Parties; and (h) Seller shall deliver to Buyer the certificates for all of the GMO Stock and all of the MV Stock properly executed for assignment to BuyerEmployee Stockholder Committee.

Closing Obligations. At ‌ In addition to any other documents to be delivered under other provisions of this Agreement, at Closing, the following events shall occur, each being a condition precedent to the others and each being deemed to have occurred simultaneously with the others: (a) Seller Tolono shall executedeliver or cause to be delivered to Illinois-American, acknowledge and deliver Illinois- American shall pay all funds sufficient to Buyerpay all costs necessary for the transfer, filing or recording of, the following documents:‌ (i) an Assignment, B▇▇▇ a bill of Sale and Conveyance sale for all of the Assets, effective as of the Effective Time to Buyer (in sufficient counterparts to facilitate filing and recording) Acquired Assets that are Tangible Personal Property substantially in the form of Exhibit C conveying 2 (the “Bill of Sale”), duly executed by Tolono; (ii) an assignment of all the Acquired Assets which are intangible personal property substantially in the form of Exhibit 3 (the “Intangible Assignments”), duly executed by Tolono; (iii) all Consents and approvals from Governmental Authorities, and third parties under Contracts, necessary to ensure that Illinois-American will continue to have substantially the same full rights with respect to the Acquired Assets as Tolono had immediately prior to the consummation of the Contemplated Transactions, including the written Consents, in form and substance reasonably acceptable to Illinois-American, of the Governmental Authorities and third parties set forth in Schedule 2.5(a)(iii);‌ (iv) a payoff letter, which may be effective as of receipt by such lender of a portion of the Purchase Price otherwise payable to Tolono, from each lender identified in Schedule 2.5(a)(iv) from which Tolono has incurred Outstanding Indebtedness or any other indebtedness for borrowed money which is outstanding relating to the Acquired Assets, and a release of all Encumbrances relating to the Acquired Assets executed, filed and/or recorded by the holder of or parties to each such Encumbrance (including without limitation any violations cited by the Illinois Environmental Protection Agency, Illinois Department of Natural Resources or any other Governmental Authority with authority over the System or the Acquired Assets), if any, in each case in substance and form reasonably satisfactory to Illinois-American and its counsel; (v) a satisfaction letter from each government agency identified in Schedule 2.5(a)(v) from which Tolono has procured a grant or has incurred indebtedness for borrowed money which is outstanding, if any, and a release of all Encumbrances relating to the Acquired Assets executed, filed and/or recorded by the holder of or parties to each such Encumbrance (including without limitation the Illinois Environmental Protection Agency, Illinois Department of Natural Resources, United States Department of Agriculture, or any other Governmental Authority with authority over the System or the Acquired Assets), if any, in each case in substance and form reasonably satisfactory to Illinois-American and its counsel; (vi) for each interest in Real Property and each easement and/or right-of-way affecting any Real Property or Acquired Asset, whether or not identified on Schedule 3.4(a), Schedule 3.4(b)(i), or Schedule 3.4(b)(ii), a recordable general warranty deed or such other appropriate document or instrument of transfer or approval, as the case may require, each in form and substance reasonably satisfactory to Illinois-American; (vii) the deed or other documentation evidencing that Tolono has exercised the “Option to Purchase” in the July 2, 2019 Municipal Lease-Purchase Agreement No. 8719 with the Government Capital Corporation (“Meter Lease”) and that all payments by Tolono have been made to have free and clear title to the equipment listed in Exhibit A of the Meter Lease to transfer such equipment to Illinois-American pursuant to the Bill of Sale (Exhibit 2) at the Closing; (viii) prior to Closing and with the input and approval of Illinois-American, Tolono will cause the subdivision of the following two properties: 1) the Wastewater Treatment Plant parcel (PIN: 29-26-35-200-009) to allow Tolono to retain the area of the cell tower and the shed and 2) the neighboring parcel (PIN: 29-26-35-200-025) to allow a portion to be deeded to Illinois-American; (ix) such other deeds, bills of sale, assignments, certificates of title, documents and other instruments of transfer and conveyance as may reasonably be requested by Illinois- American, each in form and substance reasonably satisfactory to Illinois-American; (x) a copy of each permit, license, easement, land-right and other necessary authority for the operation of the System and the Acquired Assets, in each case validly issued in the name of Tolono and in full force and effect; (xi) the certificate contemplated by Section 5.1(d); (xii) a legal opinion of Tolono’s legal counsel, affirmatively opining to such matters as Illinois-American or its legal counsel may reasonably request, including but not limited to the due authorization and execution of this Agreement by Tolono and the enforceability thereof; (xiii) a certificate, dated as of the Closing Date, by the president of the Village of Tolono and Tolono’s legal counsel certifying as to all requisite resolutions, ordinances and actions of Tolono’s Village Board approving the execution and delivery of the Agreement and the consummation of the Contemplated Transactions and that Tolono has no Tax due to any jurisdiction, including, without limitation, Illinois, in form and substance reasonably acceptable to Illinois-American; (xiv) a franchise agreement in full force and effect granting Illinois-American a forty (40) year franchise to provide water and wastewater service to the residents of Tolono substantially in the form of Exhibit 4 (the “Franchise Agreement”); (xv) all other documents, instruments and writings required or reasonably requested by Illinois-American to be delivered at or prior to the Closing pursuant to this Agreement or otherwise required in connection herewith. (b) At or prior to the Closing, Illinois-American shall deliver the following: (i) to Tolono in accordance with wire transfer instructions to be provided by Tolono to Illinois-American at least ten (10) Business Days prior to the Closing Date, in immediately available funds, an aggregate amount equal to the Purchase Price; and (ii) such other assignments, bills of sale, or deeds necessary to transfer the Assets to Buyer, including without limitation any conveyances on official forms and related documentation necessary to transfer the Assets to Buyer in accordance with requirements of governmental regulations (collectivelyTolono, the “Conveyances”)Intangible Assignments, duly executed by Illinois-American; (biii) Buyer shall deliver to Seller Tolono, all other documents, instruments and writings required or reasonably requested by Tolono to be delivered at or prior to the cash portion of the Purchase Price in immediately available funds, less the amount of the Deposit and any additional deposit paid to Seller Closing pursuant to Section 10.1, and the Purchase Price Units; (c) Seller shall deliver to Buyer possession of the Assets; (d) Seller and Buyer shall execute and deliver letters this Agreement or otherwise required in lieu directing all purchasers of production to pay Buyer the proceeds attributable to production from the Assets from and after the Effective Time; (e) Buyer shall deliver to Seller evidence of appropriate federal, state and local bonds relating to ownership of the Assets after the Closing and certificates of insurance evidencing that Buyer has obtained appropriate insurance covering the Assets; (f) Seller shall deliver to Buyer certificates substantiating non-foreign status in accordance with Treasury Regulations under Section 1445 of the Code, in the form of Exhibit D (“FIRPTA Certificate”); (g) Buyer shall prepare and Seller shall execute and deliver to Buyer all forms necessary for Buyer to assume operations on the Assets as agreed to by the Parties; and (h) Seller shall deliver to Buyer the certificates for all of the GMO Stock and all of the MV Stock properly executed for assignment to Buyerconnection herewith.

Closing Obligations. At Closing, the following events shall occur, each being a condition precedent to the others and each being deemed to have occurred simultaneously with the others: (a) A. Seller shall execute, acknowledge and deliver to Buyer (i) , an Assignment, B▇▇▇▇ of Sale and Conveyance with a special warranty of title by, through and under Seller in the Assets, effective form attached as Exhibit F conveying the Assets to Buyer as of the Effective Time Time; provided that on Buyer’s request Seller will assign to Buyer (in sufficient counterparts Buyer’s affiliate contract operator that portion of the Assets as designated by Buyer. B. Seller shall execute, acknowledge and deliver to facilitate filing and recording) substantially in Buyer, assignments on the form of Exhibit C conveying the Assets; and (ii) such other assignments, bills of sale, or deeds required governmental forms necessary to transfer convey the Assets to Buyer, including without limitation any conveyances on official forms and related documentation necessary to transfer the Assets to Buyer in accordance with requirements of governmental regulations (collectively, the “Conveyances”);. (b) Buyer shall deliver to Seller the cash portion of the Purchase Price in immediately available funds, less the amount of the Deposit and any additional deposit paid to Seller pursuant to Section 10.1, and the Purchase Price Units; (c) Seller shall deliver to Buyer possession of the Assets; (d) C. Seller and Buyer shall execute and deliver letters the Preliminary Settlement Statement. D. Buyer shall deliver the Closing Amount to the account at the bank designated by Seller in lieu directing all purchasers of production writing, by wire transfer in immediately available funds, or by such other method as agreed to pay Buyer by the proceeds attributable to production from the Assets from and after the Effective Time;Parties. (e) E. Buyer shall deliver to Seller evidence of appropriate federal, state the Officer’s Certificate in form and local bonds relating to ownership of the Assets after the Closing and certificates of insurance evidencing that Buyer has obtained appropriate insurance covering the Assets;substance as set forth in Exhibit G. (f) F. Seller shall deliver to Buyer certificates substantiating non-foreign status the Officer’s Certificate in accordance with Treasury Regulations under Section 1445 of the Code, form and substance as set forth in the form of Exhibit D (“FIRPTA Certificate”);H. (g) Buyer shall prepare and G. Seller shall execute and deliver to Buyer an affidavit of non-foreign status and no requirement for withholding under Section 1445 of the Code in the form attached as Exhibit I. H. Seller shall prepare, execute and deliver to Buyer appropriate letters-in-lieu of transfer orders. I. Buyer and Seller shall execute all forms documents necessary for Buyer to assume transfer operations on the Seller Operated Assets to Buyer or Buyer’s designated operator. J. Seller shall deliver the Records at Closing to the extent possible, but in any event, within five business days after Closing as agreed to by the Parties; andprovided in Section 13.2. (h) K. Seller shall deliver to Buyer original copies of a recordable release (in sufficient number for recording in each applicable county) of any deeds of trust, mortgages, financing statements, fixture filings, security agreements or other similar encumbrances issued for the certificates for all benefit of Seller or its’ affiliates’ lenders (including those under the GMO Stock and all of Credit Agreement) affecting the MV Stock properly executed for assignment Assets in form reasonably acceptable to Buyer. L. Seller shall promptly return the Letter of Credit to Buyer (without having drawn any amounts thereunder) along with such additional documentation reasonably requested by Buyer in order to have the Letter of Credit cancelled by the issuer thereof. M. Seller and Buyer shall execute and deliver the Transition Services Agreement in the form attached as Exhibit K. N. Seller and Buyer shall take such other actions and deliver such other documents as are contemplated by this Agreement.

Closing Obligations. (a) At the Closing, the following events shall occur, each being a condition precedent to the others and each being deemed to have occurred simultaneously with the others: (a) Seller shall executedeliver, acknowledge and deliver or cause to Buyerbe delivered, as applicable, to Purchaser: (i) an Assignmenta duly executed instrument of assignment with respect to the Membership Interests, B▇▇▇ of Sale and Conveyance of the Assets, effective as of the Effective Time to Buyer (in sufficient counterparts to facilitate filing and recording) substantially in the form of Exhibit C conveying 2; (ii) the Assetsofficer’s certificate described in Section 6.2(c); (iii) a good standing certificate (or its equivalent) of each Acquired Company as of a recent date from the secretary of state or similar Governmental Authority of the jurisdiction under the Laws in which such Acquired Company is organized; (iv) the Debt Payoff Letters; (v) such certificates and documents as are necessary to change the authorized signatories (or, at a minimum, revoke the authority of the existing authorized signatories) on all bank accounts and safe deposit boxes maintained by or in the name of the Company, except as Purchaser may otherwise direct prior to the Closing; (vi) resolutions of the members, managers, or board of directors, as applicable, of the Company approving this Agreement and the Transactions; (vii) the resignation of any officer or director of any Acquired Company, except as Purchaser may otherwise direct prior to the Closing; (viii) a certificate under Section 1445(b)(2) of the Code providing that the Seller is not a foreign Person; and (iiix) such other assignmentsthe Escrow Agreement, bills of saleduly executed by the Seller. (b) At the Closing, or deeds necessary Purchaser shall deliver: (i) to transfer the Assets to Buyer, including without limitation any conveyances on official forms and related documentation necessary to transfer the Assets to Buyer in accordance with requirements of governmental regulations (collectivelySeller, the “Conveyances”officer’s certificate described in Section 6.3(c); (bii) Buyer shall deliver to Seller the cash portion of Seller, the Purchase Price in immediately available funds, less the amount of the Deposit and any additional deposit paid to Seller pursuant to Section 10.1, Escrow Agreement and the Purchase Price Units; (c) Seller shall deliver to Buyer possession instrument of the Assets; (d) Seller and Buyer shall execute and deliver letters assignment in lieu directing all purchasers of production to pay Buyer the proceeds attributable to production from the Assets from and after the Effective Time; (e) Buyer shall deliver to Seller evidence of appropriate federal, state and local bonds relating to ownership of the Assets after the Closing and certificates of insurance evidencing that Buyer has obtained appropriate insurance covering the Assets; (f) Seller shall deliver to Buyer certificates substantiating non-foreign status in accordance with Treasury Regulations under Section 1445 of the Code, in substantially the form of Exhibit D (“FIRPTA Certificate”)2, each duly executed by the Purchaser; (giii) Buyer shall prepare and Seller shall execute and deliver to Buyer all forms necessary for Buyer to assume operations on evidence of the Assets effectiveness as agreed to by of the PartiesClosing of the R&W Insurance Policy; and (hiv) (A) to the Seller, the Closing Cash Payment, (B) to the Escrow Agent, the Escrow Amount as set forth in Section 1.3 plus 50% of any fees payable to the Escrow Agent at the Closing under the Escrow Agreement (it being understood that the remainder of such fees shall be paid by the Seller shall deliver to Buyer the certificates for all at Closing out of the GMO Stock Closing Cash Payment), and all (C) to the applicable lenders and payees, the Debt Payoff Amounts and the Estimated Closing Transaction Expenses as set forth in Section 1.4, in each case by wire transfer of immediately available funds to one or more accounts designated by the MV Stock properly executed for assignment Seller in writing to BuyerPurchaser at least two (2) Business Days prior to the Closing Date.

Closing Obligations. At Closing, the following events shall occur, each being a condition precedent to the others and each being deemed to have occurred simultaneously with the others: (a) At the Closing, Seller shall execute, acknowledge and deliver or cause to be delivered to Buyer, for the transfer, filing or recording thereof (Buyer shall pay all Transfer Taxes): (i1) an Assignment, B▇▇▇ a bill of Sale and Conveyance sale for all of the Assets, effective as of the Effective Time to Buyer (Acquired Assets that are tangible personal property in sufficient counterparts to facilitate filing and recording) substantially in the form of Exhibit C conveying (the Assets“Bill of Sale”), duly executed by Seller; (2) an assignment of all of the Acquired Assets that are intangible personal in a form satisfactory to Buyer, which assignment shall also contain Buyer’s undertaking and assumption of the Assumed Liabilities (the “Assignment and Assumption Agreement”) in substantially the form of Exhibit D, duly executed by Seller; (3) assignments of all Intellectual Property Assets and separate assignments of all registered Marks, Patents and Copyrights each in a form satisfactory to Buyer, duly executed by Seller; (4) a certificate of the Secretary of Seller certifying, as complete and accurate as of the Closing, attached copies of the charter and bylaws or other applicable 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 and the consummation of the transactions contemplated hereby and certifying to the incumbency and signatures of the officers of Seller executing this Agreement and any other document relating to the transactions contemplated hereby. (b) At the Closing, Buyer shall deliver, or cause to be delivered, to Seller: (1) the Purchase Price by wire transfer of immediately available funds to the account specified by the Seller in Exhibit E; (2) the Seller Financing Note, duly executed by ▇▇▇▇▇; and (ii3) such other assignmentsthe Assignment and Assumption Agreement, bills of sale, or deeds necessary to transfer the Assets to Buyer, including without limitation any conveyances on official forms and related documentation necessary to transfer the Assets to Buyer in accordance with requirements of governmental regulations (collectively, the “Conveyances”)duly executed by ▇▇▇▇▇; (b) Buyer shall deliver to Seller the cash portion of the Purchase Price in immediately available funds, less the amount of the Deposit and any additional deposit paid to Seller pursuant to Section 10.1, and the Purchase Price Units; (c) Seller shall deliver to Buyer possession of the Assets; (d) Seller and Buyer shall execute and deliver letters in lieu directing all purchasers of production to pay Buyer the proceeds attributable to production from the Assets from and after the Effective Time; (e) Buyer shall deliver to Seller evidence of appropriate federal, state and local bonds relating to ownership of the Assets after the Closing and certificates of insurance evidencing that Buyer has obtained appropriate insurance covering the Assets; (f) Seller shall deliver to Buyer certificates substantiating non-foreign status in accordance with Treasury Regulations under Section 1445 of the Code, in the form of Exhibit D (“FIRPTA Certificate”); (g) Buyer shall prepare and Seller shall execute and deliver to Buyer all forms necessary for Buyer to assume operations on the Assets as agreed to by the Parties; and (h) Seller shall deliver to Buyer the certificates for all of the GMO Stock and all of the MV Stock properly executed for assignment to Buyer.

Closing Obligations. At In addition to any other documents to be delivered under other provisions of this Agreement, at the Closing, the following events shall occur, each being a condition precedent to the others and each being deemed to have occurred simultaneously with the others: (a) Seller shall execute, acknowledge and deliver to Buyer, together with funds sufficient to pay all Seller Transaction Taxes: (i) an Assignment, Ba bill of sale transferring and conveying all of the Assets to Buyer in ▇ ▇▇▇ rm to be agreed upon by the parties prior to Closing (the "Bill of Sale and Conveyance of the Assets, effective as of the Effective Time to Buyer (in sufficient counterparts to facilitate filing and recordingSale") substantially in the form of Exhibit C conveying the Assets; andexecuted by Seller; (ii) an assignme▇▇ ▇f all of the Assets that are intangible personal property in a form to be agreed upon by the parties prior to Closing, which assignment shall also contain Buyer's undertaking and assumption of the Assumed Liabilities (the "Assignment and Assumption Agreement") executed by Seller; (iii) for each interest in Real Property identified on Part 3.7, a recordable special warranty deed and such other assignmentsappropriate document or instrument of transfer, as the case may require, each in form and substance satisfactory to Buyer and its counsel and executed by Seller; (iv) assignments of all Intellectual Property Assets and separate assignments of all registered Marks, Patents and Copyrights in forms to be agreed upon by the parties prior to Closing, executed by Seller; (v) such other deeds, bills of sale, or deeds necessary to assignments, certificates of title, documents and other instruments of transfer the Assets to and conveyance as may reasonably be requested by Buyer, including without limitation any conveyances on official forms each in form and related documentation necessary to transfer the Assets substance satisfactory to Buyer and its legal counsel and executed by Seller; (vi) letter agreement regarding employment, noncompetition, and confidentiality obligations between the Buyer and Elliot Fabri and between the Buyer and Larry Kifer incorporating the t▇▇▇▇ ▇▇ ▇▇▇ term sheet attached hereto ▇▇ ▇▇▇▇▇▇▇ 2.7(a)(vi), executed by Elliot Fabri and Larry Kifer on the Closing Date ("Fabri and Kifer Let▇▇▇ ▇▇▇▇▇▇▇▇ts"); (vii) noncompetition and ▇▇▇▇identiality agreement in a form to be agreed upon by the parties prior to Closing, executed by Seller (the "Noncompetition and Confidentiality Agreement"); (viii) an escrow agreement in a form to be agreed upon by the parties prior to Closing, executed by Seller and the escrow agent (the "Escrow Agreement"); (ix) a certificate executed on behalf of Seller by an executive officer of Seller as to the accuracy of its representations and warranties as of the date of this Agreement and as of the Closing in accordance with requirements Section 7.1 and as to its compliance with and performance of governmental regulations its covenants and obligations to be performed or complied with at or before the Closing in accordance with Section 7.2; (collectivelyx) an Assignment of Limited Partnership Interest in the form agreed upon by the parties prior to Closing, executed by Seller, assigning Seller's entire rights, title, and interest as a limited partner in EQA Landmark Communities, together with: (A) the “Conveyances”)prior written consent of the General Partner of EQA Landmark Communities to the assignment and, if required by the General Partner, (B) an opinion of Seller's counsel acceptable to the General Partner that such assignment and substitution of limited partner is exempt from registration under the Securities Act of 1993, as amended, and applicable state securities laws; (xi) a certificate of the Secretary 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 shareholders approving the execution and delivery of this Agreement and the consummation of the Contemplated Transactions and the change of name contemplated by Section 5.9 and certifying to the incumbency and signatures of the officers of Seller executing this Agreement and any other document relating to the Contemplated Transactions and 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; (xii) for each Real Property Lease identified on Part 3.8, an Assignment and Assumption of Lease attached in a form to be agreed upon by the parties prior to Closing, together with (A) a Landlord Estoppel Letter attached in a form to be agreed upon by the parties prior to Closing, and (B) such other appropriate document or instrument, as the case may require, each in form and substance satisfactory to Buyer and its counsel and executed by Seller and each respective landlord; (xiii) for each other parcel of Real Property which Seller my use or occupy or on which Seller may store or display any manufactured or modular unit, an Estoppel Letter attached in a form to be agreed upon by the parties prior to Closing from such landowner confirming that no lease or other ongoing obligation exists with regard to such a parcel, executed by Seller and each respective landowner; and (xiv) all documents set forth in Sections 5.11(d) and 7.4. (b) Buyer shall deliver to Seller Seller: (i) the cash portion of the Purchase Price in immediately available funds, less the amount of the Deposit and any additional deposit paid Cash Amount by wire transfer to an account specified by Seller pursuant to Section 10.1, and the Purchase Price Unitswritten wire transfer instructions provided by Seller prior to Closing; (cii) Seller shall deliver to the Escrow Agreement, executed by Buyer possession and the escrow agent, together with wire transfer confirmation of payment of the AssetsEscrow Amount to the escrow agent thereunder, by wire transfer to an account specified by the escrow agent pursuant to the written wire transfer instructions provided by the escrow agent prior to Closing; (diii) Seller and Buyer shall execute and deliver letters in lieu directing all purchasers wire transfer confirmation of production payment of the Line of Credit Amount to pay Buyer the proceeds attributable Bank by wire transfer to production from an account specified by the Assets from and after Bank pursuant to the Effective Timewritten wire transfer instructions provided by the Bank prior to Closing; (eiv) Buyer shall deliver to Seller evidence of appropriate federal, state the Assignment and local bonds relating to ownership of the Assets after the Closing and certificates of insurance evidencing that Buyer has obtained appropriate insurance covering the AssetsAssumption Agreement executed by Buyer; (fv) Seller shall deliver the Fabri and Kifer Letter Agreements executed by Buyer; (vi) the ▇▇▇▇ompetition and Confidentiality Agreement executed by Buyer; (vii) a certificate executed by Buyer as to Buyer certificates substantiating non-foreign status the accuracy of its representations and warranties as of the date of this Agreement and as of the Closing Date in accordance with Treasury Regulations under Section 1445 8.1 and as to its compliance with and performance of its covenants and obligations to be performed or complied with at or before the Code, Closing Date in the form of Exhibit D (“FIRPTA Certificate”); (g) Buyer shall prepare and Seller shall execute and deliver to Buyer all forms necessary for Buyer to assume operations on the Assets as agreed to by the Partiesaccordance with Section 8.2; and (hviii) Seller shall deliver to Buyer the certificates for all a certificate of the GMO Stock Secretary of Buyer certifying, as complete and all accurate as of the MV Stock properly executed for assignment 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 Buyerthe incumbency and signatures of the officers of Buyer executing this Agreement and any other document relating to the Contemplated Transactions.

Closing Obligations. 6.1 Seller's obligations at Closing At the Closing, the following events shall occur, each being a condition precedent to the others and each being deemed to have occurred simultaneously with the others: (a) Seller shall execute, acknowledge and deliver to Buyer (i) an Assignment, B▇▇▇ of Sale and Conveyance of the Assets, effective as of the Effective Time to Buyer (in sufficient counterparts to facilitate filing and recording) substantially in the form of Exhibit C conveying the Assets; and (ii) such other assignments, bills of sale, or deeds necessary to transfer the Assets to Buyer, including without limitation any conveyances on official forms and related documentation necessary to transfer the Assets to Buyer in accordance with requirements of governmental regulations (collectively, the “Conveyances”); (b) Buyer shall deliver to Seller the cash portion of the Purchase Price in immediately available funds, less the amount of the Deposit and any additional deposit paid to Seller pursuant to Section 10.1, and the Purchase Price Units; (c) Seller shall deliver to Buyer possession of the Assets; (d) Seller and Buyer shall execute and deliver letters in lieu directing all purchasers of production to pay Buyer the proceeds attributable to production from the Assets from and after the Effective Time; (e) Buyer shall deliver to Seller evidence of appropriate federal, state and local bonds relating to ownership of the Assets after the Closing and certificates of insurance evidencing that Buyer has obtained appropriate insurance covering the Assets; (f) Seller shall deliver to Buyer certificates substantiating non-foreign status in accordance with Treasury Regulations under Section 1445 of the Code, in the form of Exhibit D (“FIRPTA Certificate”); (g) Buyer shall prepare and Seller shall execute and deliver to Buyer Purchaser: (a) A ▇▇▇▇ of sale, assignments, or such other instruments, and documents of conveyance and transfer to Purchaser of all forms necessary for Buyer of Seller's Assets. (b) Appropriate original instruments of consent or waiver executed by third parties with respect to assume operations all Contract Rights being transferred to Purchaser hereunder in order more fully to effect transfer of Seller's Assets hereunder, including, without limitation, consents by all appropriate governmental agencies, if any. (c) Possession of the originals of all Seller's Assets and all copies thereof; it being understood and agreed that no Seller's Assets or any portion thereof shall remain in the possession or control of Seller after the Closing. (d) True and complete copies of resolutions duly accepted by Seller's board of Directors and all shareholders entitled to vote hereon confirming this Agreement, authorizing the carrying out of all transactions contemplated herein and the execution and delivery by Seller of all instruments then or thereafter required to do so; said resolutions to be duly certified by the Secretary of Seller. (e) Such other instruments and documents as may be elsewhere herein required. (f) A certificate signed by the President and by the Secretary of Seller, dated the date of Closing, certifying that all of Seller's representations and warranties set forth in this Agreement continue to be true on the Assets Closing date as agreed if originally made on such date, except and to by the Parties; andextent otherwise expressly provided or permitted in this Agreement. (hg) Seller shall deliver to Buyer Purchaser an Investment Letter substantially similar to the certificates Form of Investment Letter attached hereto as Exhibit A. 6.2 Seller's Further Assurance From time to time, at Purchaser's request and expense, whether at or after the Closing and without further consideration, Seller shall: (a) Execute and deliver to Purchaser such instruments as may reasonably be required to carry out the intent and purpose of this Agreement. (b) Deliver to Purchaser such other data, papers and information as may be requested by the Purchaser to assist the Purchaser in the use of Seller's Assets. 6.3 Purchaser's Obligations at Closing At Closing, Purchaser shall execute and deliver to Seller: (a) The payments provided for herein in a form of stock certificates, stock power and such other instruments and documents as may be necessary and required herein. (b) True and complete copies of resolutions duly adopted by Purchaser's Board of Directors and duly certified by the Secretary of the Purchaser which provide all necessary corporate authorization for the execution and carrying out of this Agreement and the provisions hereof. (c) A certificate signed by the President and by the Secretary of the Purchaser, dated the date of Closing, certifying that all of representations and warranties set forth in this Agreement continue to be true on the GMO Stock Closing date as if originally made on such date and all the fulfillment of the MV Stock properly executed for assignment to Buyercovenants and agreements as of the Closing. (d) Appropriate instruments assuming obligations of Seller in the Contract Rights and indemnifying Seller.

Closing Obligations. At the Closing, the following events shall occur, each being a condition precedent to the others and each being deemed to have occurred simultaneously with the others: (a) The Parent Seller shall execute, acknowledge and will deliver to the Buyer: (i) an Assignmentcertificates representing the Shares, B▇▇▇ of Sale and Conveyance of the Assets, effective as of the Effective Time to Buyer duly endorsed (in sufficient counterparts to facilitate filing and recordingor accompanied by duly executed stock powers); (ii) substantially a release in the form of Exhibit C conveying 2.4(a)(ii) executed by the Assets; and Parent Seller (ii) such other assignments, bills of sale, or deeds necessary to transfer the Assets to Buyer, including without limitation any conveyances on official forms and related documentation necessary to transfer the Assets to Buyer in accordance with requirements of governmental regulations (collectively, the “ConveyancesParent Seller Release”); (biii) Buyer shall deliver to Seller the cash portion of the Purchase Price in immediately available funds, less the amount of the Deposit and any additional deposit paid to Seller pursuant to Section 10.1, and the Purchase Price Units; (c) Seller shall deliver to Buyer possession of the Assets; (d) Seller and Buyer shall execute and deliver letters in lieu directing all purchasers of production to pay Buyer the proceeds attributable to production from the Assets from and after the Effective Time; (e) Buyer shall deliver to Seller evidence of appropriate federal, state and local bonds relating to ownership of the Assets after the Closing and certificates of insurance evidencing that Buyer has obtained appropriate insurance covering the Assets; (f) Seller shall deliver to Buyer certificates substantiating non-foreign status in accordance with Treasury Regulations under Section 1445 of the Code, a Transition Services Agreement in the form of Exhibit D 2.4(a)(iii), executed by the Parent Seller (the “FIRPTA CertificateTransition Services Agreement”); (giv) Buyer shall prepare and Seller shall execute and deliver to Buyer all forms necessary for Buyer to assume operations on a Supply Agreement in the Assets as agreed to form of Exhibit 2.4(a)(iv), executed by the PartiesParent Seller (the “Supply Agreement”); (v) a Trademark License Agreement in the form of Exhibit 2.4(a)(v), executed by the Parent Seller (the “Trademark License”); (vi) a Building License Agreement in the form of Exhibit 2.4(a)(vi), executed by the Parent Seller (the “Building License”); and (hvii) a certificate, dated the Closing Date, executed by the Parent Seller shall representing and warranting to the Buyer that, except as may be otherwise stated in such certificate: (A) the Parent Seller’s representations and warranties in this Agreement are accurate in all respects as of the date of this Agreement and as if made on the Closing Date; (B) the Parent Seller has complied with all of its covenants and agreements as required as of the Closing under this Agreement; and (C) the Parent Seller has performed all of its obligations required to be performed by it on or prior to the Closing Date hereunder. (b) The Buyer will deliver to the Parent Seller: (i) the Closing Date Purchase Price Payment by wire transfer of immediately available funds to the account designated in Annex 1; (ii) the Transition Services Agreement, executed by the Buyer; (iii) the Supply Agreement, executed by the Buyer; (iv) the Trademark License, executed by the Buyer; (v) the Building License, executed by the Buyer; and (vi) a certificate executed by the Buyer to the certificates for effect that, except as may be otherwise stated in such certificate: (A) each of the Buyer’s representations and warranties in this Agreement is accurate in all respects as of the date of this Agreement and as if made on the Closing Date; (B) The Buyer has complied with all of the GMO Stock its covenants and agreements contained in this Agreement; and (C) The Buyer has performed all of its obligations required to be performed by it on or prior to the MV Stock properly executed for assignment to BuyerClosing Date hereunder.

Closing Obligations. At In addition to any other documents to be delivered under other provisions of this Agreement, at the Closing, the following events shall occur, each being a condition precedent to the others and each being deemed to have occurred simultaneously with the others: (a) Seller shall execute, acknowledge and deliver to Buyer, together with funds sufficient to pay all Taxes necessary for the transfer, filing or recording thereof (excluding any Maryland sales and use tax, which is governed by Section 2.7(d) below): (i) an assignment and assumption agreement in the form of Exhibit 2.7(a)(i) to transfer the Gaithersburg Lease from Seller to Buyer with the consent of the Landlord (the “Gaithersburg Lease Assignment”), Bexecuted by Seller and Landlord; (ii) a ▇▇▇▇ of Sale and Conveyance sale for all of the AssetsAssets other than the Gaithersburg Lease and the Gaithersburg Intellectual Property Assets in the form of Exhibit 2.7(a)(ii) (the “▇▇▇▇ of Sale”), effective executed by Seller; (iii) an assignment of the Gaithersburg Intellectual Property Assets in the form of Exhibit 2.7(a)(iii), which assignment shall also contain Buyer’s undertaking and assumption of the Assumed Liabilities (the “Assignment and Assumption Agreement”), executed by 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, each in form and substance satisfactory to Buyer and its legal counsel and executed by Seller; (v) a security agreement between Buyer, as the debtor, and Seller, as the secured party, in the form of Exhibit 2.7(a)(v) (the “Security Agreement”), executed by Seller; (vi) a “Subordination of Debt Agreement” between Seller, as the subordinating creditor, and People’s Capital and Leasing Corp. (the “Lender”), as the senior creditor, with the assent of Buyer, and a lien subordination letter from Seller to Lender, whereby, in general and among other things, Seller agrees to the subordination of Seller’s security interests to Lender’s security interests, in the forms attached as Exhibit 2.7(a)(vi) (collectively, the “Lender Subordination Agreement”), both of which executed by Seller; (vii) a certificate executed by Seller as to the accuracy of Seller’s representations and warranties as of the Effective Time (as though made at and as of the Effective Time) and as of date of the Closing Date, and as to Buyer (in sufficient counterparts Seller’s compliance with and performance of its covenants and obligations to facilitate filing and recording) substantially in be performed or complied with at or before the form of Exhibit C conveying the AssetsClosing; and (iiviii) such a certificate of the Secretary or an Assistant Secretary of Seller certifying, as complete and accurate as of the Closing, attached copies of the certificate of incorporation and bylaws of Seller, certifying and attaching all requisite resolutions or actions of Seller’s board of directors and (if applicable) shareholders 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 Seller executing this Agreement and any other assignments, bills of sale, or deeds necessary document relating to transfer the Assets to Buyer, including without limitation any conveyances on official forms and related documentation necessary to transfer the Assets to Buyer in accordance with requirements of governmental regulations (collectively, the “Conveyances”);Contemplated Transactions. (b) Buyer shall deliver to Seller the cash portion Seller: (i) Nine Hundred Twenty-five Thousand Dollars ($925,000) by wire transfer of the Purchase Price in immediately available fundsfunds to an account specified by Seller in a writing delivered to Buyer prior to the Closing Date, less the amount of the Deposit and any additional deposit paid to Seller pursuant to Section 10.1, and the Purchase Price Unitsor by cashier’s check or certified check; (cii) Seller shall deliver to a non-negotiable secured promissory note executed by Buyer possession of the Assets; (d) Seller and Buyer shall execute and deliver letters in lieu directing all purchasers of production to pay Buyer the proceeds attributable to production from the Assets from and after the Effective Time; (e) Buyer shall deliver payable to Seller evidence in the principal amount of appropriate federal, state and local bonds relating to ownership of the Assets after the Closing and certificates of insurance evidencing that Buyer has obtained appropriate insurance covering the Assets; Five Hundred Thousand Dollars (f$500,000.00) Seller shall deliver to Buyer certificates substantiating non-foreign status in accordance with Treasury Regulations under Section 1445 of the Code, in the form of Exhibit D 2.7(b)(ii) (the “FIRPTA CertificatePromissory Note”); (giii) Buyer shall prepare the Assignment and Seller shall execute and deliver Assumption Agreement, executed by Buyer; (iv) the Gaithersburg Lease Assignment, executed by Buyer; (v) the Security Agreement, executed by Buyer; (vi) as to Buyer all forms necessary for the Lender Subordination Agreement, the “Subordination of Debt Agreement” executed by Buyer to assume operations on assent thereto; (vii) a certificate executed by Buyer as to the Assets accuracy of Buyer’s representations and warranties as agreed of the Effective Time (as though made at and as of the Effective Time) and as of date of the Closing Date, and as to by Buyer’s compliance with and performance of its covenants and obligations to be performed or complied with at or before the PartiesClosing; and (hviii) a certificate of the Secretary or Assistant Secretary of Buyer certifying, as complete and accurate as of the Closing, attached copies of the articles of incorporation and bylaws of Buyer and certifying and attaching all requisite resolutions or actions of Buyer’s shareholders (Buyer being a closed corporation without a 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. (c) Except as otherwise provided on Schedule 2.7(c), Lender shall have or be entitled to a first priority security interest or other Encumbrance (“Lender’s Encumbrance”) in or on all Assets, and all other property and assets of Buyer, including the Buyer’s accounts receivable, fixed assets and other tangible and intangible property (“Buyer’s Other Assets”). As is more fully set forth in the Lender Subordination Agreement, the Promissory Note and the Security Agreement, Seller shall deliver have or be entitled to Buyer a junior lien in the certificates Assets and Buyer’s Other Assets; provided, however, that Seller shall not be entitled to any lien or other Encumbrance on those items listed in Schedule 2.7(c). As is more fully set forth in the Security Agreement, under certain circumstances and subject to certain terms and conditions, Seller has agreed to subordinate its Encumbrances on Assets and Buyer’s Other Assets to those of certain Post-Closing Lenders (as defined in the Promissory Note). (d) At Closing Seller shall pay and be solely responsible for all fifty percent (50%) of the GMO Stock Maryland sales and all use tax due or payable with respect to the Contemplated Transactions. At Closing Buyer shall pay to Seller the other fifty percent (50%) of the MV Stock properly executed for assignment Maryland sales and use tax due or payable with respect to Buyerthe Contemplated Transactions.

Closing Obligations. At Closing, the following events shall occur, each being a condition precedent to the others and each being deemed to have occurred simultaneously with the others: (a) Seller and Buyer shall execute, acknowledge and deliver to Buyer (i) an Assignment, B▇▇▇ of Sale and Conveyance each other instruments in the form of the AssetsConveyance Documents attached as Exhibit B-1 and Exhibit B-2 in multiple counterparts for each county in which the Assets are located, effective and any applicable counterpart forms of any Governmental Authorities, conveying the Assets to Buyer as of the Effective Time to Buyer (Time, with only a special warranty of Defensible Title by, through, and under Seller but not otherwise, in sufficient such number of counterparts to facilitate filing and recording) substantially in the form of Exhibit C conveying the Assets; and (ii) such other assignments, bills of sale, or deeds necessary to transfer the Assets to Buyer, including without limitation any conveyances on official forms and related documentation necessary to transfer the Assets to Buyer in accordance with requirements of governmental regulations (collectively, the “Conveyances”);as reasonably requested by each Party. (b) Buyer and Seller shall execute and deliver the Preliminary Settlement Statement delivered under Section 2.3(b). (c) Buyer shall deliver the Closing Amount to the account at a bank designated by Seller by wire transfer of immediately available funds, or by such other method as reasonably requested by Seller. (d) Buyer shall deliver to Seller the cash portion evidence of issuance of the Purchase Price in immediately available fundsStock Consideration to, less at Seller’s written direction, Seller or to those Persons set forth on Schedule 10.1(d), credited to book-entry accounts maintained by the amount transfer agent of the Deposit and any additional deposit paid to Seller pursuant to Section 10.1, and the Purchase Price Units; (c) Seller shall deliver to Buyer possession of the Assets; (d) Seller and Buyer shall execute and deliver letters in lieu directing all purchasers of production to pay Buyer the proceeds attributable to production from the Assets from and after the Effective Time;Earthstone. {JK01396073.28 } (e) Buyer shall deliver to Seller evidence of appropriate federal, state and local bonds relating to ownership the Officer’s Certificate dated as of the Assets after Closing Date, substantially in the Closing and certificates of insurance evidencing that Buyer has obtained appropriate insurance covering form attached as Exhibit C (the Assets;“Buyer’s Certificate”). (f) Seller shall deliver to Buyer certificates substantiating non-foreign status in accordance with Treasury Regulations under Section 1445 the Officer’s Certificate dated as of the CodeClosing Date, substantially in the form of attached as Exhibit D (the “FIRPTA Seller’s Certificate”);. (g) Seller shall execute and deliver to Buyer, under penalties of perjury, an IRS Form W-9 and a Certificate of Non-Foreign Status, substantially in the form attached as Exhibit E. (h) Buyer shall prepare provide evidence that it has provided replacement instruments as required under Section 8.2(a). (i) Buyer and Seller shall execute and deliver to Buyer each other all forms necessary for Buyer to assume operations on the Assets as agreed to required change of operator and similar notices required by the Parties; andLaws of any Governmental Authorities. (hj) Seller shall deliver letters-in-lieu of transfer or division orders executed by Seller to Buyer reflect the certificates for all of the GMO Stock transaction contemplated hereby, which letters shall be on forms prepared by Seller and all of the MV Stock properly executed for assignment reasonably satisfactory to Buyer. (k) Seller shall deliver recordable releases (in sufficient counterparts to facilitate recording in the applicable counties where the Assets are located) in a form reasonably acceptable to Buyer of any mortgages or security interests over the Assets, in each case, securing indebtedness for borrowed money of Seller or any of its Affiliates.

Closing Obligations. At In addition to any other documents to be delivered under other provisions of this Agreement or the other Transaction Documents, at the Closing, the following events shall occur, each being a condition precedent to the others and each being deemed to have occurred simultaneously with the others: (a) Seller Parties shall execute, acknowledge and deliver (or cause to Buyer (ibe delivered) an Assignment, B▇▇▇ of Sale and Conveyance of the Assets, effective as of the Effective Time to Buyer (in sufficient counterparts to facilitate filing and recording) substantially in the form of Exhibit C conveying the Assets; and (ii) such other assignments, bills of sale, or deeds necessary to transfer the Assets to Buyer, including without limitation any conveyances on official forms and related documentation necessary to transfer the Assets to Buyer in accordance with requirements of governmental regulations (collectively, the “ConveyancesSeller Closing Documents”): (i) assignments of membership interests from Seller to Buyer in respect of all the Interests substantially in the form attached hereto as Exhibit B of this Agreement (the “Assignment”); (ii) an affidavit, duly executed by Seller stating, under penalty of perjury, Seller’s United States taxpayer identification number and that Seller is not a foreign person within the meaning of Section 1445 of the Code (and any similar affidavits that may be required under state law), in form and substance satisfactory to Buyer; (iii) payoff letters, invoices or such other documentation (the “Expense Payoff Letters”), duly executed by the Persons identified in the Expense Payoff Letters, providing for, upon the payment of the Closing Transaction Expenses Amount to such Persons at the Closing as set forth in the Expense Payoff Letters, the satisfaction of all Liabilities with respect to Transaction Expenses of each Group Company, as applicable, each in form and substance satisfactory to Buyer; (iv) copies of all authorizations, consents, approvals, notices, filings or documentary evidence of the taking of any actions required to be disclosed on Schedules 3.3 and 3.4 of this Agreement or as otherwise required in order to permit the consummation of the Transactions or to prevent a breach or violation of any Legal Requirement, Permit or Contract to which a Group Company is a party (or the creation of a right to terminate any such Permit or Contract), each in form and substance satisfactory to Buyer, including the consents contemplated by the Omega Consent and Amendment and the CareTrust LOI, duly executed by the applicable parties thereto; (v) a certificate of good standing or equivalent certificate for each Group Company from the jurisdiction in which each such Group Company is organized, formed or is required to be qualified to do business, all issued by the Secretary of State or other Governmental Authority of such jurisdiction, each of which is to be dated no earlier than ten (10) Business Days prior to the Closing Date or as otherwise accepted by Buyer; (vi) a certificate duly executed by an authorized officer of each Group Company (A) certifying as true, complete and accurate as of the Closing, an attached copy of the Organizational Documents of such Group Company, and (B) in the case of Seller, (1) certifying and attaching all requisite resolutions or actions of the manager (or other equivalent governing body of Seller) and resolutions or actions of the Owners approving the execution and delivery of the Transaction Documents and the consummation of the Transactions, and (2) attesting to the incumbency and signature of each officer of Seller, who executed this Agreement and who executed or is authorized to execute each of the Transaction Documents; (vii) current Account statements or other documentation reasonably satisfactory to Buyer evidencing (A) a net Cash on Hand balance in the Accounts equal to or in excess of Minimum Cash on Hand, and (B) that the outstanding Debt obligations owed to Gemino Healthcare Finance, LLC or any of its Affiliates (including pursuant to that certain Credit Agreement, dated as of May 9, 2019, between Gemino Healthcare Finance, LLC, the Group Company borrowers named on Annex A thereto, and the parties set forth on the signature pages thereto) does not exceed two million dollars ($2,000,000); (viii) a business development agreement, in form and substance as hereafter mutually agreed to among the Parties (the “Business Development Agreement”) and duly executed by the applicable Seller Parties, which shall, among other things, set forth the terms upon which the Seller Parties will be entitled to earn up to two million five hundred thousand (2,500,000) shares, in the aggregate, of additional Series A Preferred Stock in accordance with, and subject to, the terms and conditions set forth therein; and (ix) the agreements, documents, instruments and certificates required to be delivered by each Group Company or Owner at or prior to the Closing pursuant to Article VI of this Agreement. (b) Buyer shall deliver to Seller (collectively, the cash portion of the Purchase Price in immediately available funds, less the amount of the Deposit and any additional deposit paid to Seller pursuant to Section 10.1, and the Purchase Price Units“Buyer Closing Documents”): (i) [INTENTIONALLY DELETED]; (cii) Seller shall deliver to Seller, a certificate duly executed by an authorized officer of Buyer possession certifying and attaching all requisite resolutions or actions of the Assetsboard of directors or other governing body of Buyer approving the execution and delivery of the Transaction Documents and the consummation of the Transactions to which Buyer is a party; (diii) Seller and Buyer shall execute and deliver letters in lieu directing all purchasers of production to pay Buyer Seller, the proceeds attributable to production from the Assets from and after the Effective Time; (e) Buyer shall deliver to Seller evidence of appropriate federalBusiness Development Agreement, state and local bonds relating to ownership of the Assets after the Closing and certificates of insurance evidencing that Buyer has obtained appropriate insurance covering the Assets; (f) Seller shall deliver to Buyer certificates substantiating non-foreign status in accordance with Treasury Regulations under Section 1445 of the Code, in the form of Exhibit D (“FIRPTA Certificate”); (g) Buyer shall prepare and Seller shall execute and deliver to Buyer all forms necessary for Buyer to assume operations on the Assets as agreed to duly executed by the PartiesBuyer; and (hiv) Seller shall deliver such other agreements, documents, instruments or certificates required to be delivered by Buyer at or prior to the certificates for all Closing pursuant to Article VI of the GMO Stock and all of the MV Stock properly executed for assignment to Buyerthis Agreement.

Closing Obligations. At Closing, the following events shall occur, each being a condition precedent In addition to the others and each being deemed any other documents to have occurred simultaneously with the othersbe delivered under other provisions of this Agreement: (a) at the First Closing, Seller shall execute, acknowledge and deliver to Buyer: (i) an Assignment, B▇▇▇ of Sale An assignment and Conveyance of the Assets, effective as of the Effective Time to Buyer (assumption agreement in sufficient counterparts to facilitate filing recordable form and recording) substantially in the form of Exhibit C conveying the Assets; and (ii) such other assignments, bills of sale, or deeds necessary to transfer the Assets otherwise acceptable to Buyer, including without limitation any conveyances on official forms and related documentation necessary to transfer the Assets executed by Seller, assigning to Buyer in accordance with requirements of governmental regulations the leases identified on Schedule 2 hereto (collectively, the “ConveyancesAssignment of Leases”); (bii) Buyer shall deliver An assignment and assumption agreement acceptable to Seller the cash portion of the Purchase Price in immediately available fundsBuyer, less the amount of the Deposit and any additional deposit paid to Seller pursuant to Section 10.1executed by Guarantor, and the Purchase Price Units; (c) Seller shall deliver assigning to Buyer possession the leases identified on Schedule 2.1(g) hereto (the “Assignment of the Assets; (d) Seller and Buyer shall execute and deliver letters in lieu directing all purchasers of production to pay Buyer the proceeds attributable to production from the Assets from and after the Effective Time; (e) Buyer shall deliver to Seller evidence of appropriate federal, state and local bonds relating to ownership of the Assets after the Closing and certificates of insurance evidencing that Buyer has obtained appropriate insurance covering the Assets; (f) Seller shall deliver to Buyer certificates substantiating non-foreign status in accordance with Treasury Regulations under Section 1445 of the Code, in the form of Exhibit D (“FIRPTA CertificateGranite Ranch Leases”); (giii) Buyer shall prepare Such other bills of sale, assignments, certificates of title, documents and Seller shall execute other instruments of transfer and deliver to Buyer all forms necessary for Buyer to assume operations on conveyance of the First Closing Assets as agreed may reasonably be requested by Buyer executed by Seller; (iv) A certificate executed by Seller as to by the Partiesaccuracy of its representations and warranties as of the date of this Agreement and as of the First Closing and as to its compliance with and performance of its covenants and obligations to be performed or complied with at or before the First Closing; (v) An affidavit from Seller stating, under penalty of perjury, its United States taxpayer identification number and that Seller is not a foreign person, pursuant to Section 1445(b)(2) of the Code and Treasury Regulation 1.1445 2(b)(2)(iii)(B) (or any similar provision of state or other Tax law); and (hvi) the Water Rights Permits Purchase Agreement, executed by Guarantor, and all assignments and other documents and showings required under the Water Rights Permits Purchase Agreement. (b) at the First Closing, Buyer shall deliver to Seller: (i) The Assignment of Leases and Assignment of Granite Ranch Leases, each executed by Buyer; (ii) The First Closing Purchase Price as specified in Section 2.3(a); (iii) A certificate executed by Buyer as to the accuracy of its representations and warranties as of the date of this Agreement and as of the First Closing and as to its compliance with and performance of its covenants and obligations to be performed or complied with on or before the First Closing; and (iv) the Water Rights Permits Purchase Agreement, executed by Buyer. (c) at the Second Closing, Seller shall deliver to Buyer: (i) A ▇▇▇▇ of sale and assignment in a form acceptable to Buyer (the “▇▇▇▇ of Sale”), executed by Seller; (ii) An assignment and assumption agreement in recordable form and otherwise acceptable to Buyer, executed by Seller, assigning to Buyer the leases and rights of way identified on Schedule 2.1(a) hereto except for the leases and rights of way identified on Schedule 2 hereto (the “Assignment of Second Closing Leases”); (iii) An assignment and assumption of the contracts, permits and assignments identified on Schedule 2.1(b) other than the Empire Agreements which on or before the Second Closing Date shall be either: (i) purchased as set forth in Section 5.4; or (ii) terminated, executed by Seller (the “Assignment and Assumption of Liabilities”); (iv) Such other bills of sale, assignments, certificates for of title, documents and other instruments of transfer and conveyance of the Second Closing Assets as may reasonably be requested by Buyer executed by Seller; (v) A certificate executed by Seller as to the accuracy of its representations and warranties as of the Second Closing and as to its compliance with and performance of its covenants and obligations to be performed or complied with at or before the Second Closing; (vi) Originals of all of the GMO Stock Permits and all of the MV Stock properly documents described in Section 2.1. (d) at the Second Closing, Buyer shall deliver to Seller: (i) The Assignment of Second Closing Leases and the Assignment and Assumption of Liabilities, in each case executed for assignment by Buyer; (ii) The Second Closing Purchase Price less the Cash Deposit; (iii) Bonds relating or undertakings to Buyerreplace the Bonds; and (iv) A certificate executed by Buyer as to the accuracy of its representations and warranties as of the Second Closing and as to its compliance with and performance of its covenants and obligations to be performed or complied with on or before the Second Closing.

Closing Obligations. At In addition to any other documents to be delivered under other provisions of this Agreement and the Share Purchase Agreement, at the Closing, the following events shall occur, each being a condition precedent to the others and each being deemed to have occurred simultaneously with the others: (a) Seller The Company shall execute, acknowledge and deliver to Buyer: (i) an Assignmentassignment, B▇▇▇ novation or such other appropriate document or instrument of Sale and Conveyance transfer as the case may require of all of the Assets, effective as of the Effective Time Assets that are intangible personal property in a form acceptable to Buyer (in sufficient counterparts to facilitate filing and recording) substantially in its counsel, executed by the form of Exhibit C conveying the Assets; andCompany; (ii) for each interest in real property a recordable warranty deed, an assignment and assumption of lease or such other assignmentsappropriate document or instrument of transfer, as the case may require, each in a form acceptable to Buyer and its counsel and executed by the Company; (iii) assignments of all Company Proprietary Rights relating to the Business each in a form acceptable to Buyer and its counsel and executed by the Company; (iv) such other deeds, bills of sale, or deeds necessary to assignments, certificates of title, documents and other instruments of transfer the Assets to and conveyance as may reasonably be requested by Buyer, including without limitation any conveyances on official forms and related documentation necessary to transfer the Assets each in a form acceptable to Buyer and its legal counsel executed by the Company; (v) appropriate evidence of the consent of the necessary third parties and/or Governmental Bodies to the transfer, novation or assignment to Buyer of the all assumed contracts and permits not identified as Excluded Assets or Retained Liabilities, each in accordance with requirements a form acceptable to Buyer and its counsel executed by the Company; and (vi) a certificate of governmental regulations (collectively, the “Conveyances”);Secretary of the Company certifying and attaching all requisite resolutions or actions of the Company’s board of directors and shareholders approving the execution and delivery of this Agreement and the consummation of this Agreement and certifying to the incumbency and signatures of the officers of the Company executing this Agreement and any other document relating to this Agreement. (b) Buyer shall deliver to Seller Company: (i) The Purchase Price, as contemplated by the cash portion of the Share Purchase Price in immediately available funds, less the amount of the Deposit and any additional deposit paid to Seller pursuant to Section 10.1, and the Purchase Price UnitsAgreement; (cii) Seller shall deliver to a certificate executed by the chief executive officer or chief financial officer of Buyer possession with a statement that the Buyer’s representations and warranties in this Agreement are true and correct as of the Assets; (d) Seller Closing Date and Buyer shall execute that each of Buyer’s covenants and deliver letters obligations under this Agreement have been complied with or performed in lieu directing all purchasers of production to pay Buyer the proceeds attributable to production from the Assets from and after the Effective Time; (e) Buyer shall deliver to Seller evidence of appropriate federal, state and local bonds relating to ownership material respects as of the Assets after the Closing and certificates of insurance evidencing that Buyer has obtained appropriate insurance covering the Assets; (f) Seller shall deliver to Buyer certificates substantiating non-foreign status in accordance with Treasury Regulations under Section 1445 of the Code, in the form of Exhibit D (“FIRPTA Certificate”); (g) Buyer shall prepare and Seller shall execute and deliver to Buyer all forms necessary for Buyer to assume operations on the Assets as agreed to by the PartiesDate; and (hiii) Seller shall deliver a certificate executed by the Secretary of Buyer certifying and attaching all requisite resolutions or actions of Buyer’s board of directors approving the execution and delivery of this Agreement and certifying to Buyer the certificates for all incumbency and signatures of the GMO Stock officers of Buyer executing this Agreement and all of the MV Stock properly executed for assignment any other document relating to Buyerthis Agreement.

Closing Obligations. At the Closing, after the following events shall occur, each being a condition Seller and the Purchaser are reasonably satisfied that the conditions precedent to the others Closing set forth in Articles VII and each being deemed to VIII have occurred simultaneously with the others:been duly satisfied and/or waived: 6 <PAGE> (a) The Seller shall execute, acknowledge and the Purchaser will each deliver to Buyerthe appointed custodian and broker (which for the avoidance of doubt shall be PT Danareksa (Sekuritas)) all documents legally necessary to effect the transfer of title of the Sale Shares to the Purchaser by the Seller through a crossing on the Jakarta Stock Exchange (Bursa Efek Jakarta) and the Surabaya Stock Exchange (Bursa Efek Surabaya) and to effect the registration of the Sale Shares in the name of the Purchaser in the register of sub-account holders of Indosat shares and instruct the custodian to effect such crossing. (b) The Seller will deliver to the Purchaser (i) an Assignment, B▇▇▇ of Sale the Bid Bonds; and Conveyance (ii) a certificate executed by a Person or Persons duly authorized to represent and act for and on behalf of the Assets, effective Seller confirming and warranting to the Purchaser that each of the Seller's representations and warranties set forth in Article III was accurate in all respects as of the Effective Time date of this Agreement and is accurate in all respects as of the Closing Date as if made on the Closing Date and stating that the conditions precedent to Buyer the Seller's obligation to close set out in Article VIII have been satisfied and/or waived and all covenants of the Seller set forth in Article II and Article V have been fulfilled in respect of the period until Closing; (c) The Purchaser will deliver to the Seller two certificates as follows: (i) a certificate executed by a Person or Persons duly authorized to represent and act for and on behalf of the Purchaser, confirming and warranting to the Seller that each of the Purchaser's representations and warranties set forth in sufficient counterparts Article IV in this Agreement was accurate in all respects as of the date of this Agreement and is accurate in all respects as of the Closing Date as if made on the Closing Date and stating that the conditions precedent in Article VII to facilitate filing the Purchaser's obligations to close have been satisfied and/or waived, and recording) substantially all covenants of the Purchaser set forth in Article II and Article VI have been fulfilled in respect of the form of Exhibit C conveying the Assetsperiod until Closing; and and (ii) such other assignmentsa certificate executed by a director of the Purchaser, bills confirming the due appointment, incumbency, and authority of sale, or deeds necessary the Persons representing and acting on behalf of the Purchaser in all actions related to transfer the Assets to BuyerClosing, including without limitation any conveyances on official forms in issuing the certificate described in Section 2.5(c)(i) above, and related documentation necessary to transfer that the Assets to Buyer signature(s) appearing thereon is or are the true signature(s) of the Person(s) concerned; (d) Immediately following the deliveries made in Sections 2.5(a), (b) and (c) above, (x) the Seller and the Purchaser will instruct the Escrow Agent, in accordance with requirements the provisions of governmental regulations the Escrow Agreement, to release and pay to the Seller's broker's U.S. Dollar account the U.S. Dollar Equivalent of the Aggregate Purchase Price, together with all interest accrued on such sum (collectively, unless and to the “Conveyances”); extent otherwise specifically provided for in this Agreement or the Escrow Agreement) and (by) Buyer shall the Seller will deliver to Seller the cash portion Escrow Agent an irrevocable instruction from the Seller's broker for the immediate wire transfer to the Escrow Account, from the Seller's broker's U.S. Dollar account, of the Purchase Price in immediately available funds, less funds in an amount equal to the amount of the Deposit and any additional deposit paid to Seller pursuant to Section 10.1, and the Purchase Price Units; (c) Seller shall deliver to Buyer possession of the Assets; (d) Seller and Buyer shall execute and deliver letters in lieu directing all purchasers of production to pay Buyer the proceeds attributable to production from the Assets from and after the Effective Time; (e) Buyer shall deliver to Seller evidence of appropriate federal, state and local bonds relating to ownership of the Assets after the Closing and certificates of insurance evidencing that Buyer has obtained appropriate insurance covering the Assets; (f) Seller shall deliver to Buyer certificates substantiating non-foreign status in accordance with Treasury Regulations under Section 1445 of the Code, Retention Amount in the form of Exhibit D manner specified in the Escrow Agreement; and (“FIRPTA Certificate”); (g) Buyer shall prepare and Seller shall execute and deliver to Buyer all forms necessary for Buyer to assume operations on the Assets as agreed to by the Parties; and (h) Seller shall deliver to Buyer the certificates for all of the GMO Stock and all of the MV Stock properly executed for assignment to Buyer.

Closing Obligations. At Closing, the following events shall occur, each being a condition precedent or prior to the others and each being deemed to have occurred simultaneously with the othersClosing: (a) Seller shall execute, acknowledge and Sellers will deliver to Buyer: (i) an AssignmentCertificates representing the Shares, B▇▇▇ of Sale and Conveyance duly endorsed (or accompanied by duly executed stock powers), with signatures guaranteed by a commercial bank or by a member firm of the AssetsNew York Stock Exchange, effective as for transfer to Buyer; (ii) A certificate executed by Sellers certifying that the requirements of the Effective Time to Buyer Sections 7.1(c) and 7.2(b) have been met or satisfied; (in sufficient counterparts to facilitate filing and recordingiii) substantially Releases in the form of Exhibit C conveying 2.4 (a) (collectively, the Assets"Sellers' Releases"); and (iv) In the case of any Seller other than a Management Stockholder, a certificate of an officer (or person holding a similar function) of each such Seller certifying that all action under its Organizational Documents required to authorize the sale of its Shares to the Buyer has been taken. (b) The Company will deliver to the Buyer: (i) Certificates of the Secretary of each of the Acquired Companies certifying the incumbency of officers and genuineness of all officers executing this Agreement or any document or certificate delivered in connection therewith for them, copies of their Bylaws, and copies of their director resolutions or consents authorizing the Contemplated Transactions; and (ii) such other assignments, bills Certificates of sale, or deeds necessary to transfer the Assets to Buyer, including without limitation any conveyances on official forms Chief Executive Officer and related documentation necessary to transfer Chief Financial Officer of each of the Assets to Buyer in accordance with Acquired Companies certifying that the requirements of governmental regulations Sections 7.1(a), 7.1(b) and 7.2(a) have been met and satisfied; and (collectivelyiii) Certificates of Incorporation, as amended, of each of the “Conveyances”)Acquired Companies certified as of a recent date by the Secretary of State of its state of incorporation; (biv) Certificates of corporate good standing and legal existence of each of the Acquired Companies as of a recent date from the Secretary of State of each state in which it is qualified to do business; and (v) Resignations, effective as of the Closing, of each director and officer of the Acquired Companies. (c) Buyer shall will deliver to Seller the Company and Sellers: (i) the following amounts by wire transfer, to accounts to be specified by the Sellers. (A) the cash portion of the Purchase Price in immediately available funds, less Initial Aggregate Common Stock Payment Amount to the amount Sellers holding Common Stock as of the Deposit and Closing Date in the percentages set forth on Schedule 2.4; (B) the Aggregate Preferred Stock Amount to the Sellers holding Preferred Stock as of the Closing Date as set forth on Schedule 2.4; (ii) The Buyer shall pay, or make available for payment by the Company to, the Optionees the Aggregate Option Payment Amount (less any additional deposit paid to Seller pursuant to Section 10.1required Option Withholding), and the Purchase Price UnitsOptionees, subject to Section 5.9, shall be paid the Option Value at Closing. (iii) the sum of $4,000,000.00 (the "Escrow Amount") to the escrow agent referred to in Section 2.4(d) by wire transfer or bank cashier's or certified check; (civ) Seller shall deliver to Buyer possession the following certificates: (A) A Certificate of the Assets;Secretary of the Buyer certifying the incumbency of officers and genuineness of signatures of all officers executing this Agreement or any document or certificate delivered in connection herewith for it, and a copy of its director resolutions authorizing the Contemplated Transactions; and (B) A Certificate of the Chief Executive Officer of the Buyer certifying that the requirements of Sections 8.1 and 8.2(b) have been met or satisfied; and (C) Certificate of Incorporation, as amended, of the Buyer and the certified as of a recent date by the Secretary of State of its state of incorporation; and (D) Certificate of New York Secretary of State that Buyer is a subsisting corporation as of a recent date. (v) Buyer shall issue the CTG Shares on the Closing Date in the names of the Management Stockholders as set forth on Schedule 2.4. The certificates representing the CTG Shares shall be subject to, and held as provided for in, the Restricted Stock Agreements. (d) Seller Buyer and Buyer shall execute and deliver letters in lieu directing all purchasers of production to pay Buyer the proceeds attributable to production from the Assets from and after the Effective Time; (e) Buyer shall deliver to Seller evidence of appropriate federal, state and local bonds relating to ownership of the Assets after the Closing and certificates of insurance evidencing that Buyer has obtained appropriate insurance covering the Assets; (f) Seller shall deliver to Buyer certificates substantiating non-foreign status in accordance with Treasury Regulations under Section 1445 of the Code, Sellers will enter into an escrow agreement in the form of Exhibit D 2.4(d) (“FIRPTA Certificate”the "Escrow Agreement") with Manufacturers and Traders Trust Company, Buffalo, New York or such other financial institution as may be mutually agreed upon by Buyer and Sellers' Representative ("Escrow Agent"); (g) Buyer shall prepare and Seller shall execute and deliver to Buyer all forms necessary for Buyer to assume operations on the Assets as agreed to by the Parties; and (h) Seller shall deliver to Buyer the certificates for all of the GMO Stock and all of the MV Stock properly executed for assignment to Buyer.

Closing Obligations. At the Closing, the following events shall occur, each being a condition precedent to the others and each being deemed to have occurred simultaneously with the others: (a) Seller shall execute, acknowledge and Sellers will deliver to Buyer : (i) an Assignmentcertificates representing the Purchased Shares, B▇▇▇ duly endorsed (or accompanied by duly executed stock powers), for transfer to Buyer, or affidavits of Sale and Conveyance loss in lieu of such certificates, in a form reasonably acceptable to Buyer; (ii) the Assets, effective Disclosure Letter attached hereto as of the Effective Time to Buyer Exhibit A; (in sufficient counterparts to facilitate filing and recordingiii) substantially releases in the form of Exhibit C conveying the Assets; and (ii) such other assignments, bills of sale, or deeds necessary to transfer the Assets to Buyer, including without limitation any conveyances on official forms and related documentation necessary to transfer the Assets to Buyer in accordance with requirements of governmental regulations B executed by Sellers (collectively, the “ConveyancesReleases”); ; (biv) Buyer shall deliver to Seller noncompetition agreements in the cash portion form of Exhibit C, executed by Majority Sellers (collectively, the “Majority Noncompetition Agreements”); (v) noncompetition agreements in the form of Exhibit D, executed by those individuals set forth on Part 2.4(a)(v) of the Purchase Price Disclosure Letter (collectively, the “Individual Noncompetition Agreements”); (vi) the Escrow Agreement executed by the Seller Representative; (vii) the Exchange Agreement in immediately available fundsthe form of Exhibit E, less executed by the amount of the Deposit and any additional deposit paid to Seller pursuant to Section 10.1, Company and the Purchase Price Units; Rollover Holders; (cviii) Seller shall deliver to Buyer possession a stockholders agreement in the form of Exhibit F, executed by the Assets; Company and the Rollover Holders (dthe “Stockholders Agreement”); (ix) Seller and Buyer shall execute and deliver letters in lieu directing all purchasers an opinion of production to pay Buyer the proceeds attributable to production from the Assets from and after the Effective Time; (e) Buyer shall deliver to Seller evidence of appropriate federal▇▇▇▇▇▇▇ Procter LLP, state and local bonds relating to ownership of the Assets after dated the Closing and certificates of insurance evidencing that Buyer has obtained appropriate insurance covering the Assets; (f) Seller shall deliver to Buyer certificates substantiating non-foreign status in accordance with Treasury Regulations under Section 1445 of the CodeDate, in the form of Exhibit D G (the “FIRPTA CertificateOpinion and, collectively with the Stockholders Agreement, the Releases, the Majority Noncompetition Agreements, the Individual Noncompetition Agreements, the Exchange Agreement, the Escrow Agreement and any additional written agreements contemplated by this Agreement, the “Ancillary Agreements”);; (x) signed resignations of all directors of the Company and its Subsidiaries, in forms reasonably acceptable to Buyer; (xi) the consents or approvals required in connection with the transactions contemplated hereby from those third parties identified on Part 2.4(a)(x) of the Disclosure Letter; (xii) a certificate executed by the Company pursuant to Treasury Regulation Section 1.1445-2(c)(3) in a form reasonably satisfactory to Buyer, stating that the Company is not nor has it been a U.S real property holding company (as defined in Section 897(c) of the Code) during the applicable period specified in Section 897 of the Code; and (xiii) IRS Forms W-9 or appropriate IRS Forms W-8 from each Seller, to the extent required to satisfy any withholding or reporting obligation with respect to payments made under this Agreement. (b) Buyer will deliver to the applicable Sellers: (i) their respective portions of the Closing Payment with respect to the Purchased Shares as set forth on Schedule 2.1(e), by wire of immediately available funds to the accounts specified by the applicable Seller at least three Business Days prior to the Closing Date, (ii) the Majority Noncompetition Agreements executed by Buyer, (iii) the Individual Noncompetition Agreements executed by Buyer and (iv) the Escrow Agreement executed by Buyer. (c) Buyer will deliver or cause to be delivered to the Rollover Holders (or the Company, in the case of (ii)) (i) certificates representing that number of New Preferred Stock set forth in the Exchange Agreement with respect to such Rollover Holder, (ii) the Exchange Agreement and (iii) the Stockholders Agreement. (d) Buyer will deliver to the Company the aggregate Option Consideration as set forth on Schedule 2.1(e) for further distribution to the Optionholders (subject to applicable withholding). (e) Buyer will deliver to Union Bank, N.A. (the “Escrow Agent”) the Escrow Funds in accordance with Section 2.5. (f) Buyer will deliver to the Seller Representative the Seller Representative Expense Amount. (g) Buyer shall prepare and Seller shall execute and deliver will pay or cause to Buyer be paid all forms necessary for Buyer to assume operations Company Transaction Expenses as shown on the Assets Preliminary Balance Sheet to the third parties entitled to the receipt thereof, as agreed to directed by the Parties; andSeller Representative in writing at least three Business Days prior to the Closing. (h) Seller shall deliver Buyer will pay or cause to Buyer be paid to the certificates for all holders thereof those items of Debt of the GMO Stock Company to the extent shown on the Preliminary Balance Sheet and all of deducted from the MV Stock properly executed for assignment to BuyerPurchase Price.

Closing Obligations. At Closing, the following events shall occur, each being a condition precedent to the others and each being deemed to have occurred simultaneously with the others: (a) Seller and Buyer shall execute, acknowledge and deliver to Buyer Buyer (i) an Assignment, B▇▇▇▇ of Sale and Conveyance of the Assets, Assets effective as of the Effective Time to Buyer (in sufficient counterparts to facilitate filing and recording) substantially in the form of Exhibit C conveying E with a special warranty of title by, through and under Seller but not otherwise and with no warranties, express or implied, as to the Assetspersonal property, fixtures or condition of the Assets which are conveyed “as is, where is”; and (ii) such other assignments, bills of sale, certificates of title, or deeds necessary to transfer the Assets to BuyerBuyer including, including without limitation any conveyances on official limitation, federal and state forms of assignment; and related documentation necessary to transfer (iii) an Assignment and Assumption Agreement in the form attached as Exhibit F under which Seller assigns and Buyer assumes Seller’s interest in the contracts included in the Assets to Buyer in accordance with requirements the terms of governmental regulations (collectively, the “Conveyances”)this Agreement; (b) Seller and Buyer shall deliver to Seller the cash portion of the Purchase Price certificates required in immediately available fundsSections 10.2(a) and 10.1(a), less the amount of the Deposit and any additional deposit paid to Seller pursuant to Section 10.1, and the Purchase Price Units;respectively. (c) Seller shall deliver to Buyer possession of the Assets; (d) Seller and Buyer shall execute and deliver the Preliminary Settlement Statement; (d) Buyer shall cause the Closing Amount to be paid by wire transfer of immediately available funds; (e) Seller shall execute, acknowledge and deliver transfer orders or letters in lieu thereof notifying all purchasers of production of the change in ownership of the Assets and directing all purchasers of production to pay make payment to Buyer the of proceeds attributable to production from the Assets from and after the Effective Time; (e) Buyer shall deliver to Seller evidence of appropriate federal, state and local bonds relating to ownership of the Assets after the Closing and certificates of insurance evidencing that Buyer has obtained appropriate insurance covering the Assets; (f) Seller shall execute and deliver to Buyer certificates substantiating an affidavit of non-foreign status in accordance with Treasury Regulations and no requirement for withholding under Section 1445 of the Code, Code in the form of Exhibit D (“FIRPTA Certificate”)G; (g) Buyer shall prepare and Seller shall execute and deliver to Buyer a written release of all forms necessary for Buyer to assume operations of the liens on the Assets as agreed from its secured lender in a form to be approved by the PartiesBuyer; and (h) Seller and Buyer shall take such other actions and deliver to Buyer the certificates for all of the GMO Stock and all of the MV Stock properly executed for assignment to Buyersuch other documents as are contemplated by this Agreement.

Closing Obligations. At the Closing, the following events shall occur, each being a condition precedent to the others and each being deemed to have occurred simultaneously with the others: (a) Seller shall execute, acknowledge and deliver to Buyer (i) Purchaser multiple originals of an Assignment, BAssignment and ▇▇▇▇ of Sale and Conveyance of the Assetsor a Conveyance, effective where applicable, as of the Effective Time to Buyer (determined by Seller, in sufficient counterparts to facilitate filing and recording) substantially in the form of attached hereto as Exhibit C "B-1" or "B-2", as the case may be (modified to conform to this Agreement), conveying the Assets; and (ii) such other assignments, bills of sale, or deeds necessary to transfer the Assets to BuyerPurchaser as provided hereby and Purchaser shall, including without limitation any conveyances on official forms execute, acknowledge and related documentation necessary deliver same to transfer the Assets to Buyer in accordance with requirements of governmental regulations (collectively, the “Conveyances”)Seller; (b) Buyer Seller and Purchaser shall execute, acknowledge and deliver transfer orders or letters in lieu thereof substantially in the form set forth on Schedule 8.2(b) attached hereto directing all purchasers of production, agreed upon by Seller, to Seller make payment to Purchaser of proceeds attributable to the cash portion of the Purchase Price in immediately available funds, less the amount of the Deposit and any additional deposit paid to Seller pursuant to Section 10.1, and the Purchase Price UnitsSale Interest; (c) Seller Purchaser shall deliver by wire transfer the Adjusted Purchase Price, less the Deposit and any interest earned thereon to Buyer possession of which Purchaser is entitled as provided in Article 2, and shall deliver the AssetsPreferred Shares; (d) Seller and Buyer shall execute and deliver letters in lieu directing all purchasers of production to pay Buyer the proceeds attributable to production from the Assets from and after the Effective Time; (e) Buyer shall deliver to Seller evidence of appropriate federal, state and local bonds relating to ownership of the Assets after the Closing and certificates of insurance evidencing that Buyer has obtained appropriate insurance covering the Assets; (f) Seller shall deliver to Buyer certificates substantiating non-foreign status in accordance with Treasury Regulations under Section 1445 of the Code, in the form of Exhibit D (“FIRPTA Certificate”); (g) Buyer shall prepare Purchaser and Seller shall execute and deliver a settlement statement (the "Preliminary Settlement Statement") prepared by Seller and setting forth the Purchase Price and all adjustments thereto using information to Buyer all the extent then available and if not then available then Seller's reasonable good faith estimate thereof, subject to Section 13.17; (e) Purchaser and Seller shall execute and deliver appropriate state or federal lease assignment forms and such other instruments and certificates and take such other action as may be necessary for Buyer to assume operations on the Assets as agreed carry out their respective obligations under this Agreement; (f) subject to Section 13.18, Seller shall execute and deliver to Purchaser appropriate resignation of operator and change of operator forms reasonably requested by the PartiesPurchaser; and (hg) Seller For Seller-operated Assets, Purchaser shall deliver to Buyer Seller (1) evidence of compliance with the certificates for all rules and regulations dealing with the plugging and abandoning of ▇▇▇▇▇ included in the Assets, including evidence of the GMO Stock and all appropriate bond, surety letter, or letter of credit which as been accepted by the relevant regulatory agency; (2) proof that Purchaser has been approved by the relevant regulatory agency as operator of the MV Stock properly executed for assignment Assets, including all ▇▇▇▇▇ that are subject to Buyerthis Agreement; and (3) evidence that Purchaser has obtained all necessary permits or transfers of permits to operate the Assets.

Closing Obligations. At Closing, the following events shall occur, each being a condition precedent to the others and each being deemed to have occurred simultaneously with the others: (a) Seller and Buyer shall execute, acknowledge and deliver to Buyer Buyer (i) an Assignment, B▇▇▇ Bill of Sale and Conveyance of the Assets, Assets effective as of the Effective Time to Buyer (in sufficient counterparts to facilitate filing and recording) substantially in the form of Exhibit C conveying D with a special warranty of title by, through and under Seller but not otherwise and with no warranties, express or implied, as to the Assetspersonal property, fixtures or condition of the Assets which are conveyed “as is, where is”; and and (ii) such other assignments, bills of sale, or deeds necessary to transfer the Assets to Buyer, Buyer including without limitation any conveyances on official federal and state forms and related documentation necessary to transfer the Assets to Buyer in accordance with requirements of governmental regulations (collectively, the “Conveyances”)assignment; (b) Seller and Buyer shall deliver to Seller the cash portion of the Purchase Price certificates required in immediately available fundsSections 10.2(a) and 10.1(a), less the amount of the Deposit and any additional deposit paid to Seller pursuant to Section 10.1, and the Purchase Price Units;respectively. (c) Seller ▇▇▇▇▇▇ and ▇▇▇▇▇ shall deliver execute the Preliminary Settlement Statement agreed to Buyer possession of the Assets;in accordance with Section (d) Seller and Buyer shall execute cause the Closing Amount to be paid by wire transfer of immediately available funds to the account(s) designated by Seller in writing and, if required by any provision of this Agreement, to the Escrow Account; (e) Seller shall execute, acknowledge and deliver transfer orders or letters in lieu thereof, in form and substance reasonably satisfactory to Buyer, notifying all purchasers of production of the change in ownership of the Assets and directing all purchasers of production to pay make payment to Buyer the of proceeds attributable to production from the Assets from and after the Effective Time; (e) Buyer shall deliver to Seller evidence of appropriate federal, state and local bonds relating to ownership of the Assets after the Closing and certificates of insurance evidencing that Buyer has obtained appropriate insurance covering the Assets; (f) Seller shall execute and deliver to Buyer certificates substantiating non-foreign status in accordance with Treasury Regulations under Section 1445 all required change of the Code, in the form of Exhibit D (“FIRPTA Certificate”)operator forms and notices; (g) Buyer shall prepare and Seller shall execute and deliver to Buyer all forms necessary a certificate of non-foreign status in the form of Exhibit F and a Request for Buyer to assume operations Taxpayer Identification and Certificate on the Assets as agreed to by the Parties; andForm W-9 certifying Seller's federal employer identification number; (h) Seller shall deliver, or cause to be delivered, recordable forms of releases, in form and substance reasonably satisfactory to Buyer, for any pledge, mortgage, financing statement, fixture filing or security agreement filed in connection with Seller's senior credit facility or otherwise and affecting the Assets; (i) Seller shall deliver to Buyer the certificates for all possession of the GMO Stock and all of the MV Stock properly executed for assignment Assets to Buyer; and (j) Seller and Buyer shall take such other actions and deliver such other documents as are contemplated by this Agreement.

Closing Obligations. At the Closing, the following events shall occur, each being a condition precedent to the others and each being deemed to have occurred simultaneously with the others: (a) Seller shall execute, acknowledge and deliver to Buyer (i) an Assignment, Bthe original Assignment of Oil and Gas Leases and ▇▇▇▇ of Sale and Conveyance of attached hereto as Exhibit “B” (the Assets“Assignment”), effective as of conveying title to the Effective Time to Buyer (in sufficient counterparts to facilitate filing and recording) substantially in the form of Exhibit C conveying the Assets; and (ii) such other assignments, bills of sale, or deeds necessary to transfer the Assets Properties to Buyer, including without limitation any conveyances on official forms and related documentation necessary as well as such certificates or other documents as are required to effect the transfer of the Assets to Buyer in accordance with requirements of governmental regulations (collectively, the “Conveyances”);Properties. (b) Buyer All books, records and files in the possession of Seller pertaining to the Properties, including, without limitation, the following, if and to the extent that such files exist: all books, records, reports, manuals, files, title documents, including correspondence, records of production and maintenance, revenue, sales, expenses, warranties, lease files, land files, well files, title opinions and title reports, abstracts, division order files, assignments, contract files, operations files, copies of tax and accounting records (but excluding Federal and state income tax returns and records) and files, maps, core data, hydrocarbon analysis, well logs, mud logs, field studies together with other files, contracts and other records and data including all geological, geophysical (including any micro seismic) and engineering information, except for that data prohibited by third party confidentiality agreements (the “Records”), shall deliver be made available for delivery to Buyer, at Buyer’s cost, at Seller’s offices where currently maintained, within fifteen (15) business days after the Closing. Seller shall have the cash portion right to retain copies of the Purchase Price Records (and receive from Buyer, at Seller’s expense, copies of Records requested by Seller from Buyer in immediately available fundsthe future) and to retain canceled checks and general ledger, less the amount purchasing and other general accounting records of the Deposit and any additional deposit paid to Seller pursuant to Section 10.1, and the Purchase Price Units;Seller. Buyer’s reliance on same shall be at Buyer’s sole risk. (c) Seller shall deliver to Buyer exclusive possession of the Assets;Exhibit “A” interests. (d) Seller and Buyer shall execute execute, acknowledge and deliver such transfer orders or letters in lieu thereof as Buyer may request, directing all purchasers of production to pay Buyer the make payment of proceeds attributable to production from the Assets from and Properties after the Effective Time;Time to Buyer. (e) Buyer shall deliver the cash consideration of the total Purchase Price to Seller evidence by Wire Transfer on the date of appropriate federalClosing as adjusted to reflect the Deposit and matters described in Article 7.5. To the extent that actual amounts are not available, state and local bonds relating the parties will use reasonable estimates of such amounts less any adjustments due to ownership of the Assets after the Closing and certificates of insurance evidencing that Buyer has obtained appropriate insurance covering the Assets;Title Defects and/or Environmental Matters as applicable as set out in Article 4. (f) Seller shall deliver will provide such reasonable assistance to Buyer certificates substantiating non-foreign status as Buyer may request in accordance with Treasury Regulations under Section 1445 of the Code, in the form of Exhibit D (“FIRPTA Certificate”);order for Buyer to prepare its required SEC filings. (g) Seller will provide Buyer shall prepare and Seller shall execute and deliver with executed assignments of assignable contracts which relate to Buyer all forms necessary for Buyer to assume operations on the Assets as agreed to by the Parties; and (h) Seller shall deliver to Buyer the certificates for all of the GMO Stock and all of the MV Stock properly executed for assignment to BuyerProperties.

Closing Obligations. At Closing, the following events shall occur, each being a condition precedent to the others and each being deemed to have occurred simultaneously with the others: (a) Seller shall execute, acknowledge and deliver to Buyer (i) Buyer an Assignment, B▇▇▇▇ of Sale and Conveyance of the Assets, effective as of the Effective Time to Buyer (in sufficient counterparts to facilitate filing and recording) substantially in the form of attached as Exhibit C E (the “Assignment”), conveying the Assets; and (ii) such other assignments, bills of sale, or deeds necessary to transfer the Assets to Buyer, including without limitation any conveyances on official forms and related documentation necessary to transfer the Assets to Buyer in accordance with requirements a special warranty of governmental regulations (collectivelytitle by, the “Conveyances”)through and under Seller but not otherwise; (b) Buyer The Parties shall deliver to Seller execute the cash portion of the Purchase Price in immediately available funds, less the amount of the Deposit and any additional deposit paid to Seller pursuant to Section 10.1, and the Purchase Price UnitsSettlement Statement; (c) Seller Buyer shall deliver the Closing Amount to Buyer possession of the AssetsSeller by wire transfer in immediately available funds; (d) Seller and Buyer shall execute and deliver letters to Buyer a Certificate of Non‑Foreign Status in lieu directing all purchasers of production to pay Buyer the proceeds attributable to production from the Assets from and after the Effective Timeform attached as Exhibit F; (e) Buyer The Parties shall deliver execute change of operator forms and such forms as may be required by any Governmental Entity having jurisdiction to Seller evidence of appropriate federal, state and local bonds relating to ownership transfer operation of the Assets after the Closing and certificates of insurance evidencing that to Buyer has obtained appropriate insurance covering with respect to the Assets; (f) Seller shall execute, acknowledge and deliver transfer orders or letters in lieu thereof notifying all purchasers of production of the change in ownership of the Assets and directing all purchasers of production to make payment to Buyer certificates substantiating non-foreign status in accordance with Treasury Regulations under Section 1445 of proceeds attributable to production from the Code, in the form of Exhibit D (“FIRPTA Certificate”)Assets; (g) Buyer shall prepare and Seller shall execute and deliver to Buyer all forms necessary for Buyer to assume operations on a release, in recordable form, of the Assets as agreed to by mortgage encumbering the PartiesAssets; and (h) Seller The Parties shall take such other actions and deliver to Buyer the certificates for all of the GMO Stock and all of the MV Stock properly executed for assignment to Buyersuch other documents as are contemplated by this Agreement.

Closing Obligations. At a. In addition to any other documents to be delivered under other provisions of this Agreement, at the Closing, the following events shall occur, each being a condition precedent to the others and each being deemed to have occurred simultaneously with the others: (a) Seller shall execute, acknowledge and deliver to Buyer (i) an AssignmentSeller and Shareholder, Bas the case may be, shall deliver to Buyer, together with funds sufficient to pay (i) all sales taxes, and (ii) all other Taxes necessary for the transfer, filing or recording thereof: (ii) a ▇▇▇▇ of Sale and Conveyance sale for all of the Assets, effective as of the Effective Time to Buyer (in sufficient counterparts to facilitate filing and recording) substantially Assets that are Tangible Personal Property in the form of Exhibit C conveying 2.7(a)(i) (the Assets; and“▇▇▇▇ of Sale”) executed by Seller; (iiiii) assignments of all Intellectual Property Assets and separate assignments of all registered Marks, Patents and Copyrights in the form of Exhibit 2.7(a)(ii) executed by Seller; (iv) such other assignmentsdeeds, bills of sale, or deeds necessary to assignments, certificates of title, documents and other instruments of transfer the Assets to and conveyance as may reasonably be requested by Buyer, including without limitation any conveyances on official forms each in form and related documentation necessary to transfer the Assets substance satisfactory to Buyer and its legal counsel and executed by Seller; (v) the lease for the Premises in accordance with requirements the form of governmental regulations Exhibit 2.7(a)(iv) (collectively, the “ConveyancesLease”); (bvi) Buyer shall deliver a certificate executed by Seller and the Shareholder as to Seller the cash portion accuracy of their representations and warranties as of the Purchase Price in immediately available funds, less the amount date of this Agreement and as of the Deposit Closing in accordance with Section 7.1 and any additional deposit paid as to Seller pursuant their compliance with and performance of their covenants and obligations to be performed or complied with at or before the Closing in accordance with Section 10.1, and the Purchase Price Units7.2 (Exhibit 2.7(a)(v)); (cvii) an opinion of counsel for the Seller shall deliver and the Shareholder in form and substance satisfactory to Buyer possession of the Assetsand its legal counsel (Exhibit 2.7(a)(vi)) ; (dviii) a certificate of the Secretary of Seller certifying, as complete and Buyer shall execute accurate as of the Closing (Exhibit 2.7(a)(vii)), attached copies of the Governing Documents of Seller, certifying and deliver letters attaching all requisite resolutions or actions of Seller’s board of directors and Shareholder approving the execution and delivery of this Agreement and the consummation of the Contemplated Transactions and the change of name contemplated by Section 5.9 and certifying to the incumbency and signatures of the officers of Seller executing this Agreement and any other document relating to the Contemplated Transactions and accompanied by the requisite documents for amending the relevant Governing Documents of Seller required to effect such change of name in lieu directing all purchasers of production to pay Buyer form sufficient for filing with the proceeds attributable to production from the Assets from and after the Effective Timeappropriate Governmental Body; (eix) Buyer shall deliver to Seller evidence the Consulting Agreement in the form of appropriate federal, state and local bonds relating to ownership Exhibit 2.7(b)(v); (x) an assignment of all of the Assets after that are intangible personal property in the Closing form of Exhibit 2.7(a)(ix), which assignment shall also contain Buyer’s undertaking and certificates assumption of insurance evidencing that Buyer has obtained appropriate insurance covering the Assets;Assumed Liabilities (the “Assignment and Assumption Agreement”) executed by Seller; and (fxi) Seller shall deliver to Buyer certificates substantiating non-foreign status in accordance with Treasury Regulations under Section 1445 the Allocation of the CodePurchase Price, in the form of Exhibit D 2.7(a)(x). b. Buyer shall deliver to Seller and Shareholder, as the case may be, documentation necessary for the Seller to pay all sales taxes necessary for the transfer, filing or recording thereof: (i) a Promissory Note executed by Buyer and payable to Seller in the principal amount of One million dollars ($1,000,000.00) in the form of Exhibit “FIRPTA CertificateG” (the “Secured Subordinated Promissory Note”). The Secured Subordinated Promissory Note shall be secured with a subordinated lien on the Assets, which subordinated lien will be evidenced by the Security Agreement. The Seller will agree to execute a commercially reasonable subordination agreement proffered by lenders to Buyer either contemporaneous with or subsequent to the Closing, and will execute whatever documents may be reasonably necessary to make Seller’s security interest in the Assets subordinate to Buyer’s lenders; (ii) the Security Agreement (Exhibit 2.7(b)(iii)) and Financing Statement necessary to perfect Seller’s security interest in the Assets, subject to the limitations in Section 2.7(b)(ii); (giii) the Assignment and Assumption Agreement, as such term is defined in Section 2.7(a)(ix) above; (iv) the Employment Agreement in the form of Exhibit 2.7(b)(v); (v) a certificate executed by Buyer shall prepare as to the accuracy of its representations and warranties as of the date of this Agreement and as of the Closing in accordance with Section 8.1 and as to its compliance with and performance of its covenants and obligations to be performed or complied with at or before the Closing in accordance with Section 8.2 (Exhibit 2.7(b)(vi)); (vi) an opinion of counsel for the Buyer in form and substance satisfactory to Seller shall execute and deliver Stockholder (Exhibit 2.7(b)(vii)); (vii) a certificate of the Secretary of Buyer certifying, as complete and accurate as of the Closing (Exhibit 2.7(b)(viii)), 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 all forms necessary for Buyer executing this Agreement and any other document relating to assume operations on the Assets as agreed to by Contemplated Transactions; (viii) the Partiesexecuted Lease; and (hix) Seller shall deliver to Buyer the certificates for all Allocation of Purchase Price, in the GMO Stock and all form of the MV Stock properly executed for assignment to BuyerExhibit 2.7(a)(x).

Closing Obligations. At In addition to any other documents to be delivered under other provisions of this Agreement, at the Closing, the following events shall occur, each being a condition precedent to the others and each being deemed to have occurred simultaneously with the others: (a) Seller Sellers shall execute, acknowledge and deliver to Buyer: (i) an Assignment, Ba ▇▇▇▇ of Sale and Conveyance sale for all of the AssetsAssets that are Tangible Personal Property, effective as substantially in the form of Exhibit A (the “▇▇▇▇ of Sale”), executed by Sellers; (ii) an assignment and assumption agreement that provides for the assignment of all of the Effective Time Assigned Contracts and Assumed Liabilities by Sellers to Buyer and the assumption of the same by Buyer, substantially in the form of Exhibit B (in sufficient counterparts to facilitate filing the “Assignment and recordingAssumption Agreement”), executed by Sellers; (iii) for the Assigned Lease, an Assignment and Assumption of Lease, substantially in the form of Exhibit C conveying or such other appropriate document or instrument of transfer, as the Assets; andcase may require, each in form and substance reasonably satisfactory to Buyer and its counsel and executed by the applicable Seller; (iiiv) a License Agreement (the “License Agreement”), substantially in the form of Exhibit D, pursuant to which the Sellers shall license the JASware software to the Buyer; (v) assignments of all Intellectual Property Assets and separate assignments of all registered trademarks, patents and copyrights, substantially in the form of Exhibit E, executed by each Seller; (vi) a transition services agreement, substantially in the form of Exhibit F (the “Transition Services Agreement”), pursuant to which Buyer shall provide certain transition services to Sellers for a period of up to three (3) months at no cost, executed by Sellers; (vii) such other assignments, bills of sale, or deeds necessary to assignments, certificates of title, documents and other instruments of transfer the Assets to and conveyance as may reasonably be requested by Buyer, including without limitation any conveyances on official forms each in form and related documentation necessary to transfer the Assets substance reasonably satisfactory to Buyer and its legal counsel and executed by each Seller; (viii) the certificates required by Sections 7.1 and 7.2 of this Agreement; (ix) subject to the provisions of Section 2.10, fully executed assigned and renewed Contracts relating to the Business from the existing clients set forth in accordance with requirements the Seller Disclosure Letter; (x) a certificate of governmental regulations (collectivelythe Secretary of each Seller certifying, as complete and accurate as of the “Conveyances”);Closing, attached copies of the Certificate of Incorporation in the case of the Parent, and Certificate of Incorporation, certificate of formation, operating agreement and bylaws, as the case may be, of such Seller as in effect on the date thereof, certifying and attaching all requisite resolutions or actions of such Seller’s board of directors or board of managers or other governing body 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 or members of such Seller executing this Agreement and any other document relating to the Contemplated Transactions; and (b) Buyer shall deliver to Seller Sellers: (i) the cash portion Closing Cash Payment by wire transfer of the Purchase Price in immediately available funds, less funds to an account specified by Sellers in a writing delivered to Buyer at least two (2) Business Days prior to the amount of the Deposit and any additional deposit paid to Seller pursuant to Section 10.1, and the Purchase Price UnitsClosing Date; (cii) Seller shall deliver to Buyer possession of the AssetsAssignment and Assumption Agreement, executed by Buyer; (diii) Seller and Buyer shall execute and deliver letters in lieu directing all purchasers of production to pay Buyer the proceeds attributable to production from the Assets from and after the Effective TimeTransition Services Agreement, executed by Buyer; (eiv) Buyer shall deliver to Seller evidence of appropriate federalthe License Agreement, state and local bonds relating to ownership of the Assets after the Closing and certificates of insurance evidencing that Buyer has obtained appropriate insurance covering the Assetsexecuted by Buyer; (fv) Seller shall deliver to Buyer the certificates substantiating non-foreign status in accordance with Treasury Regulations under Section 1445 required by Sections 8.1 and 8.2 of the Code, in the form of Exhibit D (“FIRPTA Certificate”); (g) Buyer shall prepare and Seller shall execute and deliver to Buyer all forms necessary for Buyer to assume operations on the Assets as agreed to by the Partiesthis Agreement; and (hvi) Seller shall deliver to Buyer the certificates for all a certificate of the GMO Stock Secretary of Buyer certifying, as complete and all accurate as of the MV Stock properly executed for assignment Closing, attached copies of the articles of organization and operating agreement of Buyer as in effect on the date thereof and certifying and attaching all requisite resolutions or actions of Buyer’s managing member approving the execution and delivery of this Agreement and the consummation of the Contemplated Transactions and certifying to Buyerthe incumbency and signatures of the managing member of Buyer executing this Agreement and any other document relating to the Contemplated Transactions.

Closing Obligations. At the Closing, the following events shall occur, each being a condition precedent to the others and each being deemed to have occurred simultaneously with the others: (a) Seller ▇▇▇▇▇▇ shall execute, acknowledge and deliver or cause to Buyerbe delivered to GTEI: (i) an Assignmentcertificates representing the Argosy Interests, Bduly endorsed for transfer to GTEI, with signatures in proper form for transfer, with all required transfer tax stamps affixed or provided for or, as applicable, transfer and assignment documents in a form reasonably acceptable to the Parties transferring and assigning all of ▇▇▇▇▇▇’▇ right, title and interest in and to the Argosy Interests; (ii) a certificate executed by ▇▇▇▇▇▇ of Sale representing and Conveyance of the Assets, effective warranting to GTEI that ▇▇▇▇▇▇’▇ representations and warranties in this Agreement were accurate in all material respects as of the Effective Time date of this Agreement and are accurate in all material respects as of the Closing Date as if made on the Closing Date (giving full effect to Buyer the disclosure schedules delivered by the parties concurrently with the execution and delivery of this Agreement (the “Disclosure Schedules”)); (iii) copies of the resolutions of the governing body of ▇▇▇▇▇▇ authorizing the execution, delivery and performance of this Agreement and all related documents and agreements, certified as of the Closing Date by an officer of ▇▇▇▇▇▇ as being true and correct copies of the originals thereof subject to no modifications or amendments; (iv) certificates, dated within ten days prior to the Closing Date, of the Secretary of State or other comparable officer of each jurisdiction in sufficient counterparts which either AEC or Argosy is organized or the nature of its business requires it to facilitate filing be qualified to due business in, establishing that each of AEC and recordingArgosy is in existence and otherwise is in good standing to transact business in such jurisdiction; (v) an executed copy of the Registration Rights Agreement, in substantially in the form attached hereto as Exhibit C, setting forth the rights and obligations of Exhibit C conveying GTEI and ▇▇▇▇▇▇ with respect to the AssetsRestricted Stock issued to ▇▇▇▇▇▇ at the Closing; (vi) the Escrow Agreement executed by ▇▇▇▇▇▇; and (vii) the documents contemplated by Section 10.4. (b) GTEI shall deliver or cause to be delivered to ▇▇▇▇▇▇: (i) by wire transfer of immediately available funds to the account(s) specified by ▇▇▇▇▇▇, the Closing Date Cash Payment; (ii) such other assignmentsthe shares of Restricted Stock, bills valued at $3,500,000, pursuant to Section 1.5; (iii) an executed copy of salethe Registration Rights Agreement, or deeds necessary in substantially the form attached hereto as Exhibit C, setting forth the rights and obligations of GTEI and ▇▇▇▇▇▇ with respect to transfer the Assets Restricted Stock issued to Buyer, ▇▇▇▇▇▇ at the Closing; (iv) a certificate executed by GTEI to the effect that GTEI’s representations and warranties in this Agreement (including without limitation any conveyances the representation and warranty set forth in Section 6.8) were accurate in all material respects as of the date of this Agreement and are accurate in all material respects as of the Closing Date as if made on official forms and related documentation necessary the Closing Date (giving full effect to transfer the Assets to Buyer in accordance with requirements of governmental regulations (collectively, the “Conveyances”Disclosure Schedules); (bv) Buyer shall deliver to Seller the cash portion a copy of the Purchase Price in immediately available funds, less the amount resolutions of the Deposit board of directors of GTEI authorizing the execution, delivery and any additional deposit paid performance of this Agreement and all related documents and agreements, certified as of the Closing Date by an officer of GTEI as being true and correct copies of the originals thereof subject to Seller pursuant to Section 10.1, and the Purchase Price Unitsno modifications or amendments; (cvi) Seller shall deliver to Buyer possession of the AssetsEscrow Agreement executed by GTEI; (dvii) Seller and Buyer shall execute and deliver letters in lieu directing all purchasers by wire transfer of production immediately available funds to pay Buyer the proceeds attributable to production from the Assets from and after the Effective Time; (e) Buyer shall deliver to Seller evidence of appropriate federal, state and local bonds relating to ownership of the Assets after the Closing and certificates of insurance evidencing that Buyer has obtained appropriate insurance covering the Assets; (f) Seller shall deliver to Buyer certificates substantiating non-foreign status in accordance with Treasury Regulations under Section 1445 of the Code, in the form of Exhibit D (“FIRPTA Certificate”); (g) Buyer shall prepare and Seller shall execute and deliver to Buyer all forms necessary for Buyer to assume operations on the Assets as agreed to account specified by the PartiesEscrow Agent, the Escrow Amount; and (hviii) Seller shall deliver to Buyer the certificates for all of the GMO Stock and all of the MV Stock properly executed for assignment to Buyerdocuments contemplated by Section 11.4.

Closing Obligations. At Closing, the following events shall occur, each being a condition precedent to the others and each being deemed to have occurred simultaneously with the others: (a) Seller - At the Closing, the Seller shall execute, acknowledge and deliver to Buyerthe Purchaser: (i) an Assignment, B▇▇▇ of Sale and Conveyance certificates evidencing all of the Assets, effective as Purchased Shares accompanied by irrevocable security transfer powers of attorney duly executed in blank by the applicable holder of record; (ii) the Corporate Records of the Effective Time Acquired Corporation together with its Constating Documents; (iii) a certificate of an officer of the Acquired Corporation certifying (A) the Constating Documents of the Acquired Corporation and that the same are in effect, unamended; (B) a copy of the resolutions of the board of directors of the Acquired Corporation authorizing the completion of the Transaction and the execution, delivery, and performance of each of the Closing Documents to Buyer which it is a party; and (C) copy of resolutions of the shareholder of the Acquired Corporation authorizing the completion of the Transaction and the execution, delivery, and performance of each of the Closing Documents to which it is a party; (iv) a current certificate of status with respect to the Acquired Corporation, issued by the appropriate Governmental Authority of its respective jurisdiction of incorporation or organization; (v) the written resignation and mutual release and discharge of specified directors and officers of the Acquired Corporation (as directed by the Purchaser) executed by the applicable director and/or officer; (vi) a mutual release between the Purchaser and the Acquired Corporation, on one hand, and the Seller, on the other hand, executed by the Seller; (vii) written Consent of the landlord of the Mine Facility to the change of control of the Acquired Corporation required pursuant to the Mine Facility Lease; (viii) an acknowledgement and waiver by in sufficient counterparts favour of the Acquired Corporation with respect to facilitate filing stock option entitlements set out in Section 7 of the employment agreement between and recording) substantially in the form of Exhibit C conveying the AssetsAcquired Corporation dated January 1, 2019; and (iiix) lock-up agreements (the "Lock-up Agreement") in favour of the Purchaser from each of the holders of the Consideration Shares in form and substance satisfactory to the Purchaser, acting reasonably, evidencing such other assignmentsholder's agreement not to, bills without the prior written consent of salethe Purchaser, such consent not to be unreasonably withheld, offer, sell or deeds necessary resell any Consideration Shares held by it or agree to transfer the Assets to Buyer, including without limitation or announce any conveyances on official forms and related documentation necessary to transfer the Assets to Buyer in accordance with requirements such offer or sale for a period of governmental regulations four (collectively, the “Conveyances”);4) months. (b) Buyer Purchaser - At the Closing, the Purchaser shall deliver to Seller the cash portion of Seller: (i) the Purchase Price in immediately available fundsPrice, less the amount Holdback Amount, including certificates evidencing all of the Deposit and any additional deposit paid Consideration Shares or similar records to Seller pursuant to Section 10.1, and the Purchase Price Unitssatisfaction of the Seller; (cii) Seller shall deliver to Buyer possession a certificate of an officer of the AssetsPurchaser certifying (A) the Constating Documents of the Purchaser and that the same are in effect, unamended; (B) a copy of the resolutions of the board of directors of the Purchaser authorizing the completion of the Transaction and the execution, delivery, and performance of each of the Closing Documents to which it is a party; and (C) if applicable, a copy of resolutions of the shareholders of the Purchaser authorizing the completion of the Transaction and the execution, delivery, and performance of each of the Closing Documents to which it is a party; (diii) Seller and Buyer shall execute and deliver letters in lieu directing all purchasers a current certificate of production good standing with respect to pay Buyer the proceeds attributable to production from Purchaser, issued by the Assets from and after the Effective Timeappropriate Governmental Authority of its respective jurisdiction of incorporation or organization; (eiv) Buyer shall deliver to Seller evidence the written resignation and mutual release and discharge of appropriate federal, state specified directors and local bonds relating to ownership officers of the Assets after the Closing and certificates of insurance evidencing that Buyer has obtained appropriate insurance covering the Assets; (f) Seller shall deliver to Buyer certificates substantiating non-foreign status in accordance with Treasury Regulations under Section 1445 of the CodeAcquired Corporation, in the form of Exhibit D (“FIRPTA Certificate”); (g) Buyer shall prepare and Seller shall execute and deliver to Buyer all forms necessary for Buyer to assume operations on the Assets as agreed to executed by the PartiesAcquired Corporation; and (hv) Seller shall deliver to Buyer a mutual release between the certificates for all of Purchaser and the GMO Stock Acquired Corporation, on one hand, and all of the MV Stock properly Seller, on the other hand, executed for assignment to Buyerby the Purchaser and the Acquired Corporation.

Closing Obligations. At Closing, the following events shall occur, each being a condition precedent to the others and each being deemed to have occurred simultaneously with the others: (a) Seller shall execute, acknowledge and deliver to BuyerDeliveries of the Seller. (i) an AssignmentNo later than two Business Days prior to the Closing Date, the Seller shall deliver to the Buyer payment instructions indicating the bank account or accounts to which the Buyer should pay, by wire transfer of immediately available funds, any payments required hereunder. (ii) At the Closing, the Seller shall deliver to the Buyer: (A) possession of the Purchased Assets; (B) assignments and other instruments of conveyance, including a ▇▇▇▇ of Sale and Conveyance of the Assets, effective as of the Effective Time to Buyer (in sufficient counterparts to facilitate filing and recording) substantially in the form of Exhibit C conveying the Assets; and (ii) such other assignments, bills of sale, or deeds necessary reasonably acceptable to the Buyer, that are sufficient to transfer to the Buyer the Purchased Assets to Buyer, including without limitation any conveyances on official forms and related documentation necessary to transfer the Assets to Buyer in accordance with requirements this Agreement; (C) written consents, approvals, authorizations and waivers of governmental regulations (collectivelythird parties, if required hereunder, with respect to the “Conveyances”); (b) Buyer shall deliver to Seller the cash portion transfer of the Purchase Price in immediately available funds, less Purchased Assets (including rights under the amount Assigned Contracts); (D) true and complete copies of resolutions of the Deposit Seller's and any additional deposit paid to Seller pursuant to Section 10.1, and Shareholder's Board of Directors certified by the Purchase Price Units; (c) Seller shall deliver to Buyer possession Secretary of the Assets; (d) Seller and Buyer shall execute and deliver letters in lieu directing all purchasers Shareholder, respectively, authorizing the consummation of production to pay Buyer the proceeds attributable to production transactions contemplated by this Agreement; (E) a certificate of existence from the Assets from state of incorporation as to the corporate status of Seller; (F) a true and after the Effective Time; (e) Buyer shall deliver to Seller evidence of appropriate federal, state and local bonds relating to ownership complete copy of the Assets after Articles of Incorporation of Seller and all amendments thereto certified by the state of incorporation of Seller; (G) a true and complete copy of the Bylaws of Seller certified by the Secretary of Seller; (H) a certificate from the Secretary of Seller stating that the Seller's Articles of Incorporation have not been amended since the date of the certificate described in subsection (F) above and that nothing has occurred since the date of issuance of the certificate of existence specified in subsection (E) above that would adversely affect its corporate existence; (I) a certificate from Seller's Secretary as to the incumbency and signatures of Seller's officers who will execute documents at the Closing and certificates of insurance evidencing that Buyer has obtained appropriate insurance covering the Assets; who have executed this Agreement; and (fJ) Seller shall deliver to Buyer certificates substantiating non-foreign status in accordance with Treasury Regulations under Section 1445 any and all other agreements, certificates, instruments and documents as may be required of the Code, Seller under this Agreement or as Buyer may reasonably request in order to effectuate the form of Exhibit D (“FIRPTA Certificate”); (g) Buyer shall prepare transactions contemplated by this Agreement and Seller shall execute and deliver to Buyer all forms necessary for Buyer to assume operations on the Assets as agreed to by the Parties; and (h) Seller shall deliver to Buyer the certificates for all of the GMO Stock and all of the MV Stock properly executed for assignment to BuyerAncillary Agreements.

Closing Obligations. At the Closing, the following events shall occur, each being a condition precedent to the others and each being deemed to have occurred simultaneously with the others: (a) Seller shall execute, acknowledge and Sellers will deliver to Buyer: (i1) an Assignment, B▇▇▇ of Sale and Conveyance Duly executed certificates in respect of the AssetsShares, effective as or an indemnity in a form satisfactory to the Buyer in respect of them (2) duly executed stock transfer forms in respect of the Effective Time to Buyer grants of the shares in favor of the Buyer; (in sufficient counterparts to facilitate filing and recording3) substantially releases in the form of Exhibit C conveying 1 executed by Sellers (collectively, "Sellers' Releases"); (4) employment agreements in the Assetsform of Exhibit 2, executed by each of the Sellers and the Company (collectively, "Employment Agreements"); and (ii5) such other assignments, bills of sale, or deeds necessary to transfer the Assets to Buyer, including without limitation any conveyances on official forms a certificate executed by Sellers representing and related documentation necessary to transfer the Assets warranting to Buyer that each of Sellers' representations and warranties in this Agreement was accurate in all respects as of the date of this Agreement and is accurate in all respects as of the Closing Date as if made on the Closing Date (giving full effect to any supplements to the Disclosure Schedule that were delivered by Sellers to Buyer prior to the Closing Date in accordance with requirements of governmental regulations (collectively, the “Conveyances”Section 5.5);; and (b) Buyer shall will deliver to Seller Sellers: (1) $475,000 (the cash portion "Deposit") by wire transfer to the following account for the benefit of the Purchase Price Sellers (the "Depository Account") Lloyds TSB, Crouch Street, Colchester, Essex Birkett Long Client Account, Account No. ▇▇▇▇4019, Sort Code: 30 92 16 c▇▇▇▇▇▇▇d into BPS(pound) at the date of C▇▇▇▇▇▇; (2) a promissory note payable to the Sellers in immediately available funds, less a principal amount equal to the amount of the Deposit and any additional deposit paid Deposit; bearing interest at a rate equivalent to Seller pursuant the interest payable under the Depository Account; to Section 10.1, and be secured by the Purchase Price Units; (c) Seller shall deliver to Buyer possession of the Assets; (d) Seller and Buyer shall execute and deliver letters in lieu directing all purchasers of production to pay Buyer the proceeds attributable to production from the Assets from and after the Effective Time; (e) Buyer shall deliver to Seller evidence of appropriate federal, state and local bonds relating to ownership of the Assets after the Closing and certificates of insurance evidencing that Buyer has obtained appropriate insurance covering the Assets; (f) Seller shall deliver to Buyer certificates substantiating non-foreign status in accordance with Treasury Regulations under Section 1445 of the Code, amounts held in the Depository Account; and in substantially the same form of as Exhibit D 3 (“FIRPTA Certificate”the "Promissory Note"); (g3) a letter of instruction to the Sellers solicitors instructing them to hold the Deposit in Escrow subject to the terms of the Promissory Note such letter being in the form as set out in Exhibit 4; (4) share certificates in the name of each of the Sellers representing each Seller's ownership in the number of Buyer shall prepare and Seller shall execute and deliver to Buyer all forms necessary for Shares as set out in Exhibit 5; (5) a certificate executed by Buyer to assume operations the effect that, except as otherwise stated in such certificate, each of Buyer's representations and warranties in this Agreement was accurate in all respects as of the date of this Agreement and is accurate in all respects as of the Closing Date as if made on the Assets as agreed to by the Parties; and (h) Seller shall deliver to Buyer the certificates for all of the GMO Stock and all of the MV Stock properly executed for assignment to BuyerClosing Date.

Closing Obligations. At In addition to any other documents to be delivered under other provisions of this Agreement, at the Closing, the following events shall occur, each being a condition precedent to the others and each being deemed to have occurred simultaneously with the others: (a) Seller shall execute, acknowledge and deliver to Buyer: (i) an Assignment, Bthe ▇▇▇▇ of Sale executed by Seller; (ii) the Assignment and Conveyance of Assumption Agreement executed by Seller; (iii) the Assetsconsents set forth on Schedule 2.7(a)(iii) (the “Material Consents”); (iv) an Lease Assignment, effective as of the Effective Time to Buyer (in sufficient counterparts to facilitate filing Assumption, Consent and recording) substantially Novation Agreement in the form of Exhibit C conveying G (the Assets; and“Lease Assignment”) executed by Seller and Triple R LTD.; (iiv) an Assignment of Intellectual Property in the form of Exhibit H executed by Seller; (vi) such other assignmentsdeeds, bills of sale, or deeds necessary to assignments, certificates of title (including endorsed certificates of title for motor vehicles), documents, and other instruments of transfer the Assets to and conveyance as may reasonably be requested by Buyer, including without limitation any conveyances on official forms each in form and related documentation necessary to transfer the Assets substance reasonably satisfactory to Buyer and its legal counsel and executed by Seller; (vii) the Noncompetition Agreement in the form of Exhibit I, executed by Seller (the “Noncompetition Agreement”); (viii) the Escrow Agreement, executed by Seller; (ix) a certificate executed by Seller as to the accuracy of its representations and warranties as of the date of this Agreement and as of the Closing in accordance with requirements Section 7.1 and as to its compliance with and performance of governmental regulations its covenants and obligations to be performed or complied with at or before the Closing in accordance with Section 7.2; (collectivelyx) a certificate of the Secretary 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 shareholders approving the execution and delivery of this Agreement, the consummation of the Contemplated Transactions and the change of name contemplated by Section 5.8, 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 amending the relevant Governing Documents of Seller required to effect such change of name in form sufficient for filing with the appropriate Governmental Body; (xi) a certificate issued by the jurisdiction of Seller’s organization as of a date not more than ten (10) days before the Closing certifying that Seller is validly existing and in good standing; and (xii) a Closing Statement, setting forth the payment of all sums due under this Agreement (the “ConveyancesClosing Statement”);, executed by Seller. (b) Buyer shall deliver to Seller Seller: (i) $6,775,000.00, plus or minus (as appropriate) the cash portion of the Purchase Price in immediately available fundsEstimated Adjustment Amount, less the amount of the Deposit and any additional deposit paid to Seller by wire transfer pursuant to Section 10.1, and the Purchase Price UnitsClosing Statement; (cii) Seller shall deliver to Buyer possession the Escrow Agreement, executed by Buyer, Parent and the escrow agent, together with the delivery of the AssetsAdjustment Escrow Amount and the General Escrow Amount to the escrow agent thereunder, by wire transfer to an account specified by the escrow agent; (diii) Seller the Assignment and Buyer shall execute and deliver letters in lieu directing all purchasers of production to pay Buyer the proceeds attributable to production from the Assets from and after the Effective TimeAssumption Agreement executed by Buyer; (eiv) written confirmation that the Employment Agreements with the key employees of Seller identified in Exhibit D have been executed by Buyer shall deliver to Seller evidence of appropriate federal, state and local bonds relating to ownership of the Assets after the Closing and certificates of insurance evidencing that Buyer has obtained appropriate insurance covering the AssetsParent; (fv) Seller shall deliver the Noncompetition Agreement executed by Buyer and Parent; (vi) the Lease Assignment executed by Buyer and Parent; (vii) a certificate executed by each of Buyer and Parent as to Buyer certificates substantiating non-foreign status the accuracy of its respective representations and warranties as of the date of this Agreement and as of the Closing in accordance with Treasury Regulations under Section 1445 8.1 and as to its compliance with and performance of its respective covenants and obligations to be performed or complied with at or before the Code, Closing in the form of Exhibit D (“FIRPTA Certificate”)accordance with Section 8.2; (gviii) a certificate of the Secretary of Buyer shall prepare certifying, as complete and Seller shall execute accurate as of the Closing, attached copies of the Governing Documents of Buyer and deliver 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 all forms necessary for Buyer executing this Agreement and any other document relating to assume operations on the Assets as agreed to Contemplated Transactions; (ix) a certificate issued by the Parties; andjurisdiction of Buyer’s organization as of a date not more than ten (10) days before the Closing certifying that Buyer is validly existing and in good standing; (hx) Seller shall deliver to and the Closing Statement, executed by Buyer the certificates for all of the GMO Stock and all of the MV Stock properly executed for assignment to BuyerParent.