Common use of Closing Obligations Clause in Contracts

Closing Obligations. At the Closing: (a) Seller or the Parent Entity, as applicable, will deliver or cause to be delivered to Buyer: (i) such bills of sale, endorsements, consents, assignments, and other good and sufficient instruments of conveyance and assignment as shall be reasonably required by the Buyer and its counsel and as shall be effective to vest in the Buyer good and marketable title in and to all the Company Assets, together with copies of all the contracts, agreements, commitments, books, records, files, computer data, computer disks, electronic storage media, documents and the like relating to the Company Assets. (ii) the Intellectual Property Assignment in the form attached hereto as EXHIBIT 2.4(a)(ii). ------------------ (iii) separate Employment Agreements for each of the employees listed on Exhibit 2.4(a)(iii)-1 and in the form attached hereto as Exhibit --------------------- ------- 2.4(a)(iii)-2 (the "Employment Agreements"); ------------- (iv) the Non-Competition Agreement in the form attached hereto as EXHIBIT 2.4(a)(iv) (the "Non-Competition Agreement"); ------------------ (v) a certificate executed by Seller and the Parent Entity representing and warranting to Buyer that each of Seller's and the Parent Entity's representations and warranties in 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 (the "Seller's Closing Certificate"); (vi) opinion(s) of counsel, dated the Closing Date, in the form of EXHIBIT 2.4(a)(vi); and ----------------- (vii) such other documents as Buyer may reasonably request for the purpose of (1) enabling its counsel to provide the opinion referred to in Section 2.4(b), (2) evidencing the accuracy of any of Seller's and/or the Parent Entity's representations and warranties, (3) evidencing the performance by Seller of, or the compliance by Seller with, any covenant or obligation required to be performed or complied with by the Seller, or (4) otherwise facilitating the consummation or performance of any of the Contemplated Transactions. (b) Buyer will deliver to the Seller (or to such other Persons designated below): (i) the cash portion of the Purchase Price and appropriate agreements evidencing the assumption of certain liabilities (as provided in Sections 2.2(a) and 2.5 below); (ii) the Non-Competition Agreement and the Employment Agreements, all executed by Buyer; (iii) a certificate executed by Buyer representing and warranting to the Seller and the Parent Entity that each of Buyer's representations and warranties in 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 (the "Buyer's Closing Certificate"). (iv) opinion(s) of counsel, dated the Closing Date, in the form of Exhibit 2.4(b)(iv); and (v) such other documents as Seller may reasonably request for the purpose of (1) enabling its counsel to provide the opinion referred to in Section 2.4(a), (2) evidencing the accuracy of any representation or warranty of Buyer, (3) evidencing the performance by Buyer of, or the compliance by Buyer with, any covenant or obligation required to be performed or complied with by Buyer, or (4) otherwise facilitating the consummation of the Contemplated Transactions.

Closing Obligations. At the Closing: (a) Seller or the Parent Entity, as applicable, will deliver or cause to be delivered to Buyer: (i) such bills of salea certificate or certificates representing the Shares, endorsementsduly endorsed (or accompanied by duly executed stock powers), consents, assignments, with all necessary transfer tax and other good revenue stamps acquired at Seller's expense, affixed and sufficient instruments of conveyance canceled free and assignment as shall be reasonably required by the Buyer and its counsel and as shall be effective to vest in the Buyer good and marketable title in and to all the Company Assets, together with copies clear of all the contracts, agreements, commitments, books, records, files, computer data, computer disks, electronic storage media, documents encumbrances and the like relating to the Company Assets.with signatures guaranteed by a commercial bank; (ii) the Intellectual Property Assignment a release in the form attached hereto as EXHIBIT of Exhibit 2.4(a)(ii) executed by Seller, UAM and the Acquired Companies (the "Mutual Release"). ------------------; and (iii) separate Employment Agreements for each of the employees listed on Exhibit 2.4(a)(iii)-1 and in the form attached hereto as Exhibit --------------------- ------- 2.4(a)(iii)-2 (the "Employment Agreements"); ------------- (iv) the Non-Competition Agreement in the form attached hereto as EXHIBIT 2.4(a)(iv) (the "Non-Competition Agreement"); ------------------ (v) a certificate executed by Seller and the Parent Entity representing and warranting a duly authorized officer of Seller, which officer shall be a Senior Executive, stating to Buyer that that, to the Knowledge of such officer, each of Seller's and the Parent Entity's representations and warranties in this Agreement was materially accurate in all material respects as of the date of this Agreement and is materially 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 "Seller's Closing Certificate"Disclosure Letter made by Seller and delivered to Buyer prior to the Closing); (viiv) opinion(s) of counsel, dated the Closing Date, Guaranty to Buyer in the form of EXHIBIT 2.4(a)(vi); and -----------------Exhibit 2.4(a)(iv) executed by UAM; (viiv) such other the Indemnity to Buyer in the form of Exhibit 2.4(a)(v) executed by UAM; and (vi) the additional documents as Buyer may reasonably request for the purpose of (1) enabling its counsel to provide the opinion referred to described in Section 2.4(b), (2) evidencing the accuracy of any of Seller's and/or the Parent Entity's representations and warranties, (3) evidencing the performance by Seller of, or the compliance by Seller with, any covenant or obligation required to be performed or complied with by the Seller, or (4) otherwise facilitating the consummation or performance of any of the Contemplated Transactions7.4. (b) Buyer will deliver to the Seller (or to such other Persons designated below):Seller's designee: (i) by wire transfer of immediately available federal funds in the cash portion amount of the Purchase Price and appropriate agreements evidencing the assumption of certain liabilities Twenty Million Dollars (as provided in Sections 2.2(a) and 2.5 below$20,000,000.00);; and (ii) the Non-Competition Agreement and the Employment Agreements, all executed by Buyer; (iii) a certificate executed by a duly authorized officer of Buyer representing and warranting stating to Seller that, to the Seller and the Parent Entity that Knowledge of such officer, each of Buyer's representations and warranties in this Agreement was materially accurate in all material respects as of the date of this Agreement and is materially accurate in all material respects as of the Closing Date as if made on the Closing Date (the "Buyer's Closing Certificate")Date. (iviii) opinion(s) of counsel, dated the Closing Date, in the form of Exhibit 2.4(b)(iv); and (v) such other additional documents as Seller may reasonably request for the purpose of (1) enabling its counsel to provide the opinion referred to described in Section 2.4(a), (2) evidencing the accuracy of any representation or warranty of Buyer, (3) evidencing the performance by Buyer of, or the compliance by Buyer with, any covenant or obligation required to be performed or complied with by Buyer, or (4) otherwise facilitating the consummation of the Contemplated Transactions8.3.

Closing Obligations. At the Closing: (a) Seller or the Parent Entity, as applicable, will deliver or cause to be delivered to BuyerBuyers shall receive: (i) such bills of sale, endorsements, consents, assignments, and other good and sufficient instruments of conveyance and assignment as shall be reasonably required by the Buyer and its counsel and as shall be effective to vest in the Buyer good and marketable title in and to all the Company Assets, together with copies of all the contracts, agreements, commitments, books, records, files, computer data, computer disks, electronic storage media, documents and the like relating to the Company AssetsIntentionally omitted. (ii) a certified copy by the Intellectual Property Assignment in Secretary of the form attached hereto board of managers of Mexico SRL of the stock registry book of Mexico SRL, reflecting the transfer of the Transferred Interests, and the recordation of Buyers, or Buyers' designee, as EXHIBIT 2.4(a)(ii). ------------------holders of the Transferred Interests on the books and records of or pertaining to Mexico SRL, and all of the books and records of or pertaining to Mexico SRL; (iii) separate Employment Agreements for each an opinion of Minter Ellison, dated the employees listed on Closing Date, Australian counsel to P▇▇▇▇▇▇, ▇▇ ▇▇▇ form of Exhibit 2.4(a)(iii)-1 2.5(a)(iii)-A and in an opinion of Basham, Ringe y Correa, S.C., dated the Closing Date, Mexican c▇▇▇▇▇▇ to Parent▇, ▇▇ the form attached hereto as of Exhibit --------------------- ------- 2.4(a)(iii)-2 (the "Employment Agreements"); -------------2.5(a)(iii)-B; (iv) certificates executed by Mexico SRL, each Parent, each Seller and Barbados as to the Non-Competition Agreement accuracy of the representations and warranties as provided in Section 8.1(a) and as to compliance with the form attached hereto covenants as EXHIBIT 2.4(a)(iv) (the "Non-Competition Agreement"provided in Section 8.2(a); ------------------; (v) a certificate executed by Seller and Cinemex as to the Parent Entity representing and warranting to Buyer that each accuracy of Seller's and the Parent Entity's representations and warranties as provided in this Agreement was accurate Section 8.1(b) and as to compliance with the covenants as provided 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 (the "Seller's Closing Certificate"8.2(b); (vi) opinion(scertificates of the Secretary of the Board of Directors of Mexico SRL, each Parent, each Seller, Barbados, and each Cinemex Company as to the legal existence of each in their respective jurisdictions of incorporation or organization; and (vii) a duly executed power of counsel, dated attorney letter (proxy letter) from Barbados relating to the Closing Date, Retained Interests in the form of EXHIBIT 2.4(a)(viExhibit 2.5(a)(vii); and ----------------- (vii) such other documents as Buyer may reasonably request for the purpose of (1) enabling its counsel to provide the opinion referred to in Section 2.4(b), (2) evidencing the accuracy of any of Seller's and/or the Parent Entity's representations and warranties, (3) evidencing the performance by Seller of, or the compliance by Seller with, any covenant or obligation required to be performed or complied with by the Seller, or (4) otherwise facilitating the consummation or performance of any of the Contemplated Transactions. (b) Buyer will deliver to the Seller Buyers (or to such other Persons designated below):their designees) will: (i) pay to Sellers an aggregate amount equal to (x) the cash portion product of (A) the Purchase Price Hoyts Percentage and appropriate agreements evidencing (B) the assumption of certain liabilities Closing Cash Notional Payment, minus (as provided in Sections 2.2(ay) and 2.5 below)the Loan Amount; (ii) deliver to Sellers and Barbados a copy of the Non-Competition Loan Agreement and the Employment Agreements, all executed by BuyerMexico SRL; (iii) deliver to Sellers and Barbados a certificate executed by each Buyer representing and warranting as to the Seller and accuracy of the Parent Entity that each of Buyer's representations and warranties as provided in this Agreement was accurate in all material respects Section 9.1 and as to performance of the date of this Agreement and is accurate covenants as provided in all material respects as of the Closing Date as if made on the Closing Date (the "Buyer's Closing Certificate").Section 9.2; and (iv) opinion(s) of counsel, dated the Closing Datedeliver to Sellers and Barbados, in the form case of Exhibit 2.4(b)(iv); and (v) such other documents as Seller may reasonably request for the purpose of (1) enabling its counsel to provide the opinion referred to in Section 2.4(a)MAV, (2) evidencing the accuracy of any representation or warranty of Buyer, (3) evidencing the performance by Buyer of, or the compliance by Buyer with, any covenant or obligation required to be performed or complied with by Buyer, or (4) otherwise facilitating the consummation a certificate of the Contemplated TransactionsSecretary (or other Person) of MAV as to the legal existence of MAV in Mexico, and in the case of USAC, a certificate of good standing issued by the Delaware Secretary of State as of a recent date.

Closing Obligations. At the Closing: (a) Seller or the Parent Entity, as applicable, will Sellers shall deliver or cause to be delivered to Buyer: (i) such bills of sale, endorsements, consents, assignments, certificates representing the Shares and other good assignments separate from certificate transferring the Shares to Buyer free and sufficient instruments of conveyance and assignment as shall be reasonably required by the Buyer and its counsel and as shall be effective to vest in the Buyer good and marketable title in and to all the Company Assets, together with copies clear of all the contracts, agreements, commitments, books, records, files, computer data, computer disks, electronic storage media, documents and the like relating to the Company Assets.Encumbrances; (ii) the Intellectual Property Assignment in Formation Documents of each Group Company, duly certified as of a recent date by the form attached hereto as EXHIBIT 2.4(a)(ii). ------------------applicable Governmental Authority of its Formation Jurisdiction; (iii) separate Employment Agreements for each a good standing certificate of the employees listed on Exhibit 2.4(a)(iii)-1 and Company from the applicable Governmental Authority of its Formation Jurisdiction, dated as of a recent date; (iv) a counterpart to the Escrow Agreement, duly executed by Seller Representative; (v) a counterpart to the Registration Rights Agreement, duly executed by each Seller; (vi) a properly completed IRS Form W-9 from each Seller in accordance with Proposed Treasury Regulations Section 1.1445-2(b)(2)(v); (vii) an officer’s certificate substantially in the form attached hereto as Exhibit --------------------- ------- 2.4(a)(iii)-2 (B, dated the "Employment Agreements"); -------------Closing Date, duly executed by T▇▇▇ ▇▇, in his capacity as Vice President of the Company; (ivviii) the Non-Competition Agreement duly tendered Resignations; (ix) invoices, if applicable, reflecting the unpaid Seller Transaction Expenses, together with wire transfer instructions for the payees thereof; (x) from the spouse of each Seller, a spousal consent in form and substance satisfactory to Buyer and duly executed by such spouse; (xi) true, correct and complete copies of the minute books, stock registries and seal, if any, of the Group Companies; (xii) a counterpart to the payment direction letter to effectuate the repayment of the Director Loan Balances in accordance with the terms of Section 6.14, in the form attached hereto as EXHIBIT 2.4(a)(iv) Exhibit G (the "Non-Competition “Payment Direction Letter”), duly executed by the 2014 Yi Family Trust, UKJ, LLC, Y▇▇▇▇▇ ▇▇, in his individual capacity, T▇▇▇ ▇▇, in his individual capacity, and the Company; and (xiii) all other documents, instruments or writings required to be delivered by Sellers at or prior to the Closing pursuant to this Agreement"); ------------------. (b) Buyer shall deliver to Sellers: (i) in accordance with their respective Pro Rata Share, by wire transfer of immediately available funds to the applicable accounts set forth on Exhibit C, an amount equal to the Unadjusted Cash Consideration, minus the Adjustment Escrow Amount, minus the Indemnity Escrow Amount, minus the Reserve Amount, plus the Estimated Closing Working Capital Surplus, if any, minus the Estimated Closing Working Capital Deficiency, if any, plus the Estimated Closing Cash, minus the Estimated Closing Indebtedness, minus the Estimated Seller Transaction Expenses; (ii) in accordance with Section 1.8, the Stock Consideration; (iii) a counterpart to the Escrow Agreement, duly executed by Buyer and the Escrow Agent; (iv) a counterpart to the Registration Rights Agreement, duly executed by Buyer; (v) a certificate executed by Seller and the Parent Entity representing and warranting to Buyer that each of Seller's and the Parent Entity's representations and warranties in this Agreement was accurate in all material respects as a duly authorized officer 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 (the "Seller's Closing Certificate"); (vi) opinion(s) of counselBuyer, dated the Closing Date, certifying as to the matters set forth in Sections 10.1 and 10.2; (vi) a certificate of insurance or other written evidence of in-force coverage under the form RWI Policy effective as of EXHIBIT 2.4(a)(vi); and -----------------the Closing; (vii) such other documents as Buyer may reasonably request for the purpose of (1) enabling its counsel to provide the opinion referred to in Section 2.4(b), (2) evidencing the accuracy of any of Seller's and/or the Parent Entity's representations and warranties, (3) evidencing the performance by Seller of, or the compliance by Seller with, any covenant or obligation required to be performed or complied with by the Seller, or (4) otherwise facilitating the consummation or performance of any of the Contemplated Transactions. (b) Buyer will deliver a counterpart to the Seller (or to such other Persons designated below): (i) the cash portion of the Purchase Price and appropriate agreements evidencing the assumption of certain liabilities (as provided in Sections 2.2(a) and 2.5 below); (ii) the Non-Competition Agreement and the Employment AgreementsPayment Direction Letter, all duly executed by Buyer; (iii) a certificate executed by Buyer representing and warranting to the Seller and the Parent Entity that each of Buyer's representations and warranties in 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 (the "Buyer's Closing Certificate"). (iv) opinion(s) of counsel, dated the Closing Date, in the form of Exhibit 2.4(b)(iv); and (vviii) such all other documents as Seller may reasonably request for the purpose of (1) enabling its counsel to provide the opinion referred to in Section 2.4(a)documents, (2) evidencing the accuracy of any representation instruments or warranty of Buyer, (3) evidencing the performance by Buyer of, or the compliance by Buyer with, any covenant or obligation writings required to be performed delivered by Buyer at or complied with by Buyer, or prior to the Closing pursuant to this Agreement. (4c) otherwise facilitating the consummation On behalf of the Contemplated TransactionsGroup Companies, Buyer shall pay to the applicable payees the debt payoff amounts for all Estimated Closing Indebtedness in accordance with the Payoff Letters provided to Buyer in accordance with Section 9.9; it being understood that such debt payoff amounts shall be deemed to have been paid prior to the Effective Time.

Closing Obligations. At In addition to any other documents to be delivered or otherwise provided under other provisions of this Agreement, at the Closing: (a) Seller Sellers or the Parent EntityShareholders, as applicable, will shall deliver or cause to be delivered to Buyer: (i) a ▇▇▇▇ of sale for all of the Assets to be transferred to Buyer the form of Exhibit 2.7(a)(i) (the "GENERAL CONVEYANCE, TRANSFER AND ASSIGNMENT"), executed by Sellers; (ii) an assignment of all of the Assets to be transferred to Buyer in the form of Exhibit 2.7(a)(ii) which assignment shall also further confirm Buyers undertaking, assumption and guaranty of payment of the Assumed Liabilities (the "ASSIGNMENT AND ASSUMPTION AGREEMENT"), executed by Sellers; (iii) such other deeds, bills of sale, endorsements, consents, assignments, certificates of title, documents and other good and sufficient instruments of transfer and conveyance as may reasonably be requested by Buyer, each in form and assignment as shall be substance reasonably required by the satisfactory to Buyer and its legal counsel and as shall be effective executed by Sellers provided this in no way requires Sellers to vest act in transferring the vehicle titles beyond the extent of endorsing the certificates of title, removing the liens on such titles or like action commonly used in transferring such a title; (iv) an employment agreement in the Buyer good and marketable title form of Exhibit 2.7(a)(iv) executed by ▇▇▇▇ ▇▇▇▇▇▇ (the "EMPLOYMENT AGREEMENT"); (v) anon- competition agreement in and to all the Company Assets, together with copies form of all Exhibit 2.7(a)(v) executed by ▇▇▇▇ ▇▇▇▇▇▇ (the contracts, agreements, commitments, books, records, files, computer data, computer disks, electronic storage media, documents "NON-COMPETITION AGREEMENT"); (vi) a Patent Assignment in the form of Exhibit 2.7(a)(vi) executed by Diamond Air ("PATENT ASSIGNMENT"); (vii) a certificate in the form of Exhibit 2.7(a) (vii) executed by Sellers and the like Shareholders as to the accuracy of their representations and warranties as of the Closing Date in accordance with Section 7.1 and as to 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 7.2; and (viii) a certificate of an officer of Sellers in the form of Exhibit 2.7(a)(viii) certifying, all requisite resolutions or actions of Sellers' board of directors, members, managers, the Shareholders approving the execution and delivery of this Agreement and the consummation of the Contemplated Transactions and the change of name contemplated by Section 5.4 and certifying to the incumbency of the officers of Sellers executing this Agreement and any other document relating to the Company AssetsContemplated Transactions. (b) Buyer shall deliver to Sellers, and the Shareholders as applicable: (i) the amount of $4,600,400.00 in U. S. Dollars to Sellers' designated account via wire transfer to be immediately available on transfer; (ii) the Intellectual Property Assignment in the form attached hereto as EXHIBIT 2.4(a)(ii). ------------------and Assumption Agreement executed by Buyer; (iii) separate the Employment Agreements Agreement for each of the employees listed on Exhibit 2.4(a)(iii)-1 and in the form attached hereto as Exhibit --------------------- ------- 2.4(a)(iii)-2 (the "Employment Agreements"); -------------▇▇▇▇ ▇▇▇▇▇▇ executed by Buyer; (iv) the Non-Competition Agreement in the form attached hereto as EXHIBIT 2.4(a)(iv) (the "Non-Competition Agreement"); ------------------for ▇▇▇▇ ▇▇▇▇▇▇ executed by Buyer; (v) the Patent Assignment executed by Buyer; (vi) a certificate in the form of Exhibit 2.7(b)(v) executed by Seller and Buyer as to the Parent Entity representing and warranting to Buyer that each accuracy of Seller's and the Parent Entity's its representations and warranties in 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 in accordance with Section 8.1 and as if made on the Closing Date (the "Seller's Closing Certificate"); (vi) opinion(s) to its compliance with and performance of counsel, dated the Closing Date, in the form of EXHIBIT 2.4(a)(vi); its covenants and ----------------- (vii) such other documents as Buyer may reasonably request for the purpose of (1) enabling its counsel to provide the opinion referred to in Section 2.4(b), (2) evidencing the accuracy of any of Seller's and/or the Parent Entity's representations and warranties, (3) evidencing the performance by Seller of, or the compliance by Seller with, any covenant or obligation required obligations to be performed or complied with by at or before the SellerClosing in accordance with Section 8.2; (vii) an officer's certificate of Buyer in the form of Exhibit 2.7(b)(vii) certifying, as complete and accurate as of the Closing Date certifying all requisite resolutions or (4) otherwise facilitating actions of Buyer's governing body approving the execution and delivery of this Agreement and the consummation or performance of the transactions contemplated herein and the authority of Buyer executing this Agreement and any of other document relating to the Contemplated Transactions.; and (bviii) Buyer will deliver to the Seller (or to such other Persons designated below): (i) the cash portion a Guaranty Agreement executed by ▇▇▇▇▇-▇▇▇▇▇▇▇▇ Corporation guaranteeing payment of the Purchase Price and appropriate agreements evidencing the assumption of certain liabilities (as provided in Sections 2.2(a) and 2.5 below); (ii) the Non-Competition Agreement and the Employment Agreements, all executed by Buyer; (iii) a certificate executed by Buyer representing and warranting to the Seller and the Parent Entity that each of Buyer's representations and warranties in 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 (the "Buyer's Closing Certificate"). (iv) opinion(s) of counsel, dated the Closing Date, in the form of Exhibit 2.4(b)(iv2.7(b)(viii); and (v) such other documents as Seller may reasonably request for the purpose of (1) enabling its counsel to provide the opinion referred to in Section 2.4(a), (2) evidencing the accuracy of any representation or warranty of Buyer, (3) evidencing the performance by Buyer of, or the compliance by Buyer with, any covenant or obligation required to be performed or complied with by Buyer, or (4) otherwise facilitating the consummation of the Contemplated Transactions.

Closing Obligations. At In addition to any other documents to be delivered under other provisions of this Agreement, at the Closing: (a) Seller or the Parent Entity, as applicable, will shall deliver or cause to be delivered to BuyerPurchaser: (i) a ▇▇▇▇ of sale executed by Seller for all of the Purchased Assets that are personal property in substantially the same form as Exhibit 2.5(a)(i) (the "▇▇▇▇ of Sale"); (ii) a trademark assignment for each of the Seller's Trademarks in substantially the same form as Exhibit 2.5(a)(ii) (the "Trademark Assignment"); (iii) a patent assignment for each of the Seller's Patents in substantially the same form as Exhibit 2.5(a)(iii) (the "Patent Assignment"); (iv) a copyright assignment for each of the Seller's Copyrights in substantially the same formas Exhibit 2.5(a)(iv) (the "Copyright Assignment"); (v) one or more assignment and assumption agreements executed by Seller for each of the Assumed Contracts (the "Assignment and Assumption Agreements"); (vi) each of the Consents identified on Schedule 4.3 as a required Consent; (vii) such other bills of sale, endorsements, consents, assignments, and other good and sufficient instruments certificates of conveyance and assignment as shall be reasonably required by the Buyer and its counsel and as shall be effective to vest in the Buyer good and marketable title in and to all the Company Assets, together with copies of all the contracts, agreements, commitments, books, records, files, computer data, computer disks, electronic storage mediatitle, documents and other instruments of transfer and conveyance as may reasonably be requested by Purchaser, each in form and substance satisfactory to Purchaser and its legal counsel and executed by Seller, including the like relating to assignment of any Intellectual Property rights that may have arisen in any independent contractors of the Company Assets.Seller by virtue of work performed by such contractors; (ii) the Intellectual Property Assignment in the form attached hereto as EXHIBIT 2.4(a)(ii). ------------------ (iii) separate Employment Agreements for each of the employees listed on Exhibit 2.4(a)(iii)-1 and in the form attached hereto as Exhibit --------------------- ------- 2.4(a)(iii)-2 (the "Employment Agreements"); ------------- (iv) the Non-Competition Agreement in the form attached hereto as EXHIBIT 2.4(a)(iv) (the "Non-Competition Agreement"); ------------------ (vviii) a certificate executed by on behalf of Seller and as to the Parent Entity representing and warranting to Buyer that each accuracy of Seller's and the Parent Entity's its representations and warranties in 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 in accordance with Section 7.1 and as if made on the Closing Date (the "Seller's Closing Certificate"); (vi) opinion(s) to its compliance with and performance of counsel, dated the Closing Date, in the form of EXHIBIT 2.4(a)(vi); its covenants and ----------------- (vii) such other documents as Buyer may reasonably request for the purpose of (1) enabling its counsel to provide the opinion referred to in Section 2.4(b), (2) evidencing the accuracy of any of Seller's and/or the Parent Entity's representations and warranties, (3) evidencing the performance by Seller of, or the compliance by Seller with, any covenant or obligation required obligations to be performed or complied with by at or before the Seller, or Closing in accordance with Section 7.2; and (4ix) otherwise facilitating an Escrow Agreement in substantially the consummation or performance of any of same form as Exhibit 2.5(a)(ix) hereto (the Contemplated Transactions"EscrowAgreement"). (b) Buyer will Purchaser shall deliver to the Seller (or to such other Persons designated below):Seller: (i) the cash portion of the Purchase Price and appropriate agreements evidencing the assumption of certain liabilities (as provided described in Sections 2.2(a) and 2.5 below)Section 3.1; (ii) Assignment and Assumption Agreement for the Non-Competition Agreement and the Employment Agreements, all Assumed Liabilities executed by BuyerPurchaser; (iii) a certificate executed by Buyer representing and warranting Purchaser as to the Seller and the Parent Entity that each accuracy of Buyer's its representations and warranties in 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 in accordance with Section 8.1 and as if made on the Closing Date (the "Buyer's Closing Certificate"). (iv) opinion(s) to its compliance with and performance of counsel, dated the Closing Date, in the form of Exhibit 2.4(b)(iv); and (v) such other documents as Seller may reasonably request for the purpose of (1) enabling its counsel to provide the opinion referred to in Section 2.4(a), (2) evidencing the accuracy of any representation or warranty of Buyer, (3) evidencing the performance by Buyer of, or the compliance by Buyer with, any covenant or obligation required covenants and obligations to be performed or complied with by Buyer, at or before the Closing in accordance with Section 8.2; and. (4iv) otherwise facilitating the consummation of the Contemplated TransactionsEscrow Agreement.

Closing Obligations. At In addition to any other documents to be delivered under other provisions of this Agreement, at the Closing: (a) Seller or the Parent Entity, as applicable, will shall deliver or cause to be delivered to Buyer: (i) a ▇▇▇▇ of sale for all of the Assets that are Tangible Personal Property in the form of Exhibit 2.6(a)(i) (the “▇▇▇▇ of Sale”) executed by Seller; (ii) an assignment of all of the Assets 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 the Real Property Leases in the form of Exhibit 2.6(a)(iii) (the “Real Property Lease Assignments”) 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 2.6 (a)(iv) executed by Seller; (v) such other deeds, bills of sale, endorsements, consents, assignments, certificates of title, documents and other good and sufficient instruments of transfer and conveyance as may reasonably be requested by Buyer, each in form and assignment as shall be reasonably required by the substance satisfactory to Buyer and its legal counsel and as shall be effective to vest in the Buyer good and marketable title in and to all the Company Assets, together with copies of all the contracts, agreements, commitments, books, records, files, computer data, computer disks, electronic storage media, documents and the like relating to the Company Assets.executed by Seller; (iivi) the Intellectual Property Assignment a transition services agreement in the form attached hereto as EXHIBIT 2.4(a)(iiof Exhibit 2.6(a)(vi). ------------------, executed by Seller (the “Transition Services Agreement”); (iiivii) separate Employment Agreements for each of the employees listed on Exhibit 2.4(a)(iii)-1 and an escrow agreement in the form attached hereto as of Exhibit --------------------- ------- 2.4(a)(iii)-2 2.6(a)(vii), executed by Seller and the escrow agent (the "Employment Agreements"“Escrow Agreement”); -------------; (iv) the Non-Competition Agreement in the form attached hereto as EXHIBIT 2.4(a)(iv) (the "Non-Competition Agreement"); ------------------ (vviii) a certificate executed by Seller and as to the Parent Entity representing and warranting to Buyer that each accuracy of Seller's and the Parent Entity's their representations and warranties in 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 in accordance with Section 7.1 and as if made on the Closing Date (the "Seller's Closing Certificate"); (vi) opinion(s) to their Table of counsel, dated the Closing Date, in the form Contents compliance with and performance of EXHIBIT 2.4(a)(vi); their covenants and ----------------- (vii) such other documents as Buyer may reasonably request for the purpose of (1) enabling its counsel to provide the opinion referred to in Section 2.4(b), (2) evidencing the accuracy of any of Seller's and/or the Parent Entity's representations and warranties, (3) evidencing the performance by Seller of, or the compliance by Seller with, any covenant or obligation required obligations to be performed or complied with by at or before the Seller, or Closing in accordance with Section 7.2; and (4ix) otherwise facilitating the consummation or performance of any a copy of the Contemplated Transactionsopinion letter addressed to Seller from Wood, Herron & ▇▇▇▇▇. (b) Buyer will shall deliver to the Seller (or to such other Persons designated below):Seller: (i) the cash portion of amount specified in Section 2.3(b) by wire transfer to an account specified by Seller in a writing delivered to Buyer at least three (3) business days prior to the Purchase Price and appropriate agreements evidencing the assumption of certain liabilities (as provided in Sections 2.2(a) and 2.5 below)Closing Date; (ii) the Non-Competition Agreement Escrow Agreement, executed by Buyer and the Employment Agreementsescrow agent, all together with the delivery of One Million dollars ($1,000,000) to the escrow agent thereunder, by wire transfer to an account specified by the escrow agent; (iii) the Assignment and Assumption Agreement executed by Buyer; (iiiiv) the Real Property Lease Assignments executed by Buyer; (v) the Transition Services Agreement executed by Buyer; and (vi) a certificate executed by Buyer representing and warranting as to the Seller and the Parent Entity that each accuracy of Buyer's its representations and warranties in 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 in accordance with Section 8.1 and as if made on the Closing Date (the "Buyer's Closing Certificate"). (iv) opinion(s) to its compliance with and performance of counsel, dated the Closing Date, in the form of Exhibit 2.4(b)(iv); and (v) such other documents as Seller may reasonably request for the purpose of (1) enabling its counsel to provide the opinion referred to in Section 2.4(a), (2) evidencing the accuracy of any representation or warranty of Buyer, (3) evidencing the performance by Buyer of, or the compliance by Buyer with, any covenant or obligation required covenants and obligations to be performed or complied with by Buyer, at or (4) otherwise facilitating before the consummation of the Contemplated TransactionsClosing in accordance with Section 8.2.

Closing Obligations. At the Closing: (a) Seller or the Parent EntitySellers, as applicableRay, will ▇▇▇ ▇▇▇, Mich▇▇▇, ▇▇d Bruc▇ ▇▇▇l deliver or cause to be delivered to Buyer: (i) such bills of salecertificates representing the Shares, endorsements, consents, assignments, and other good and sufficient instruments of conveyance and assignment as shall be reasonably required duly endorsed (or accompanied by the Buyer and its counsel and as shall be effective duly executed stock powers) for transfer to vest in the Buyer good and marketable title in and to all the Company Assets, together with copies of all the contracts, agreements, commitments, books, records, files, computer data, computer disks, electronic storage media, documents and the like relating to the Company Assets.Buyer; (ii) the Intellectual Property Assignment releases in the form attached hereto as EXHIBIT of Exhibit 2.4(a)(ii) executed by Sellers, Ray, ▇▇▇ ▇▇▇, Mich▇▇▇, ▇▇d Bruc▇ (▇▇llectively, "Sellers Releases"). ------------------; (iii) separate Employment Agreements for each of the employees listed on Exhibit 2.4(a)(iii)-1 and a consulting agreement in the form attached hereto as of Exhibit --------------------- ------- 2.4(a)(iii)-2 2.4(a)(iii) (the "Employment AgreementsConsulting 11 Agreement"); -------------, executed by Ray; (iv) the Non-Competition Agreement a lease agreement in the form attached hereto as EXHIBIT of Exhibit 2.4(a)(iv), executed by the owner(s) thereof with respect to each of the properties, and on the terms, described in Schedule 2.4(a)(iv) (collectively, the "Non-Competition AgreementLeases"); ------------------; (v) a certificate executed by Seller and the Parent Entity representing Sellers, Ray, ▇▇▇ ▇▇▇, Mich▇▇▇, ▇▇d Bruc▇ ▇▇▇resenting and warranting to Buyer that each of Seller's and the Parent Entity's representations and warranties in of Sellers, Ray, ▇▇▇ ▇▇▇, Mich▇▇▇, and Bruc▇ ▇▇ this Agreement (as supplemented pursuant to Section 5.5) 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 any supplements to the "Seller's Closing Certificate"); (vi) opinion(s) of counsel, dated Disclosure Schedule that were delivered by Sellers to Buyer prior to the Closing Date, Date in accordance with Section 5.5 and the form of EXHIBIT 2.4(a)(vitransactions contemplated by Section 5.2 hereof); and ----------------- (vii) such other documents as Buyer may reasonably request for the purpose of (1) enabling its counsel to provide the opinion referred to in Section 2.4(b), (2) evidencing the accuracy of any of Seller's and/or the Parent Entity's representations and warranties, (3) evidencing the performance by Seller of, or the compliance by Seller with, any covenant or obligation required to be performed or complied with by the Seller, or (4) otherwise facilitating the consummation or performance of any of the Contemplated Transactions. (b) Buyer will deliver to the Seller (or to such other Persons designated below):Sellers, Ray, ▇▇▇ ▇▇▇, Mich▇▇▇, ▇▇d Bruc▇: (i) the cash portion of the Purchase Price and appropriate agreements evidencing the assumption of certain liabilities (as provided in Sections 2.2(a) and 2.5 below)$31,500,000 by wire transfer to an account specified by Sellers; (ii) a convertible promissory note subordinated to the Non-Competition Agreement and Senior Indebtedness payable to Sellers in the Employment Agreementsprincipal amount of $10,000,000.00 in the form of Exhibit 2.4(b)(ii), all executed by Buyer; (iii) a registration rights agreement in the form of Exhibit 2.4(b)(iv), executed by Buyer; (iv) a warrant agreement in the form of Exhibit 2.4(b)(v), executed by Buyer; (v) an Employment Agreement with Lloy▇ ▇▇▇▇▇ ▇▇ the form of Exhibit 2.4(c), executed by Buyer (subject to Mr. ▇▇▇▇▇'▇ ▇▇▇sent to the terms and conditions thereof) (such Employment Agreement and the Rate▇▇▇▇ ▇▇▇loyment Agreement (if applicable pursuant to Section 2.4(b)(vi) below) are referred to herein together as the "Employment Agreement)"; (vi) an Employment Agreement with Char▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇ the form of Exhibit 2.4(b)(vi) hereto, executed by Buyer; provided, however, that in the event that Mr. ▇▇▇▇▇▇▇▇ ▇▇▇uses to execute and deliver to Buyer such an agreement on or before the Closing, Buyer, in lieu of executing and delivering said agreement, shall after the Closing pay Mr. ▇▇▇▇▇▇▇▇ $▇,500,000 in accordance with and pursuant to the terms of Section 3.3 of said form of agreement in full satisfaction of Buyer's obligations under this Section 2.4(b)(vi); (vii) the Leases, executed by Buyer; and 12 (viii) a certificate executed by Buyer representing and warranting to the Seller and the Parent Entity effect that each of Buyer's representations and warranties in 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 (the "Buyer's Closing Certificate")Date. (ivc) opinion(s) of counsel, dated the Closing Date, The parties mutally agree to encourage Lloy▇ ▇▇▇▇▇ ▇▇ execute and deliver an employment agreement in the form of Exhibit 2.4(b)(iv2.4(c); and (v) such other documents as Seller may reasonably request for the purpose of (1) enabling its counsel to provide the opinion referred to in Section 2.4(a), (2) evidencing the accuracy of any representation or warranty of Buyer, (3) evidencing the performance by Buyer of, or the compliance by Buyer with, any covenant or obligation required to be performed or complied with by Buyer, or (4) otherwise facilitating the consummation of the Contemplated Transactions.

Closing Obligations. At the Closing: (a) Seller or the Parent Entity, as applicable, will deliver or cause to be delivered to Buyer: (i) such bills of salecertificates representing the Shares, endorsements, consents, assignments, and other good and sufficient instruments of conveyance and assignment as shall be reasonably required duly endorsed (or accompanied by the Buyer and its counsel and as shall be effective duly executed stock powers) for transfer to vest in the Buyer good and marketable title in and to all the Company Assets, together with copies of all the contracts, agreements, commitments, books, records, files, computer data, computer disks, electronic storage media, documents and the like relating to the Company Assets.Buyer; (ii) the Intellectual Property Assignment release in the form attached hereto as EXHIBIT of Exhibit 2.4(a)(ii) executed by Seller ("Seller's Release"). ------------------; (iii) separate Employment Agreements for each of the employees listed on Exhibit 2.4(a)(iii)-1 and employment agreement in the form attached hereto as of Exhibit --------------------- ------- 2.4(a)(iii)-2 2.4(a)(iii), executed by Seller (the "Employment AgreementsAgreement"); -------------; (iv) the Nonnon-Competition Agreement competition agreement in the form attached hereto as EXHIBIT of Exhibit 2.4(a)(iv) ), executed by Seller (the "Non-Competition AgreementAgreements"); ------------------; (v) lease agreement in the form of Exhibit 2.4(a)(v), executed by Seller (the “Lease Agreement); (vi) a certificate executed by Seller and the Parent Entity representing and warranting to Buyer that each of Seller's and the Parent Entity's representations and warranties in this Agreement was are 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 Date; (vii) assignment of Patents and Trademarks in the Closing Date form of Exhibit 2.4(a)(vii) executed by Seller (the "Seller's Closing CertificatePatent Assignment"); (viviii) opinion(s) an opinion of counsel, dated the Closing Date, counsel to Seller in the form of EXHIBIT 2.4(a)(vi)Exhibit 2.4(a)(viii) attached hereto, with qualifications and assumptions which are agreed to by Buyer; and -----------------and (viiix) such all other documents as Buyer may reasonably request for the purpose of (1) enabling its counsel to provide the opinion referred to in Section 2.4(b), (2) evidencing the accuracy of any of Seller's and/or the Parent Entity's representations and warranties, (3) evidencing the performance by Seller of, or the compliance by Seller with, any covenant or obligation items required to be performed or complied with by the Seller, or (4) otherwise facilitating the consummation or performance of any of the Contemplated Transactionsdelivered hereunder. (b) Buyer will deliver to the Seller (or to such other Persons designated below):Seller: (i) the cash portion amount of $11,300,000 by wire transfer to an account specified by Seller less such amount to be wired to the Purchase Price and appropriate agreements evidencing the assumption of certain liabilities (as provided in Sections 2.2(a) and 2.5 below)Company's bank to pay off secured indebtedness; (ii) promissory note payable to Seller in the Non-Competition Agreement and principal amount of $750,000.00 in the Employment Agreements, all executed by Buyerform of Exhibit 2.4(b) (the "Promissory Note"); (iii) a total of $1,650,000.00 in shares of common stock, $.01 par value ("Common Stock") of Buyer calculated based on the average of the closing price for the Common Stock on the American Stock Exchange for the ten (10) trading days immediately prior to the Closing. The shares of Common Stock will be issued to Seller by the Buyer's transfer agent within two weeks following the Closing. At Closing, Seller will be provided copies of the Company's instruction letter to its transfer agent; (iv) Non-Competition Agreement executed by the Company; (v) a certificate executed by Buyer representing and warranting to the Seller and the Parent Entity effect that each of Buyer's representations and warranties in 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 (the "Buyer's Closing Certificate").Date; (ivvi) opinion(sthe Employment Agreement executed by the Company; (vii) of counsel, dated the Closing Date, in Lease Agreement executed by the form of Exhibit 2.4(b)(iv)Company; and (vviii) such all other documents as Seller may reasonably request for the purpose of (1) enabling its counsel to provide the opinion referred to in Section 2.4(a), (2) evidencing the accuracy of any representation or warranty of Buyer, (3) evidencing the performance by Buyer of, or the compliance by Buyer with, any covenant or obligation items required to be performed or complied with by Buyer, or (4) otherwise facilitating the consummation of the Contemplated Transactionsdelivered hereunder.

Closing Obligations. At In addition to any other documents to be delivered under other provisions of this Agreement, at the Closing: (a) Seller Sempra Energy shall deliver to the Partnership, certificates representing the Transferred Company Interests or such other agreements, certificates and other documents (including a stock power or similar instrument duly and validly executed by the Parent Entitytransferors thereof), in form and substance reasonably acceptable to RBS, as applicable, will shall be necessary to effect the sale of the Transferred Company Interests to the Partnership. (b) Sempra Energy shall deliver or cause to be delivered to BuyerRBS and the Partnership: (i) such bills of saleeach Related Agreement to which it is a party, endorsements, consents, assignments, duly executed and other good and sufficient instruments of conveyance and assignment as shall be reasonably required delivered by the Buyer and its counsel and as shall be effective to vest in the Buyer good and marketable title in and to all the Company Assets, together with copies of all the contracts, agreements, commitments, books, records, files, computer data, computer disks, electronic storage media, documents and the like relating to the Company Assets.appropriate Sempra Parties; (ii) evidence of the Intellectual Property Assignment in the form attached hereto as EXHIBIT 2.4(a)(iireceipt of all Material Consents, if such consents are set forth on Schedule 3.2(b). ------------------, and Material Governmental Approvals; (iii) separate Employment Agreements for each a certificate from Sempra Global in form and substance reasonably satisfactory to RBS, duly executed and acknowledged, certifying any facts that would exempt the transfer by Sempra Global of Transferred Company Interests from withholding under Section 1445 of the employees listed on Exhibit 2.4(a)(iii)-1 and in the form attached hereto as Exhibit --------------------- ------- 2.4(a)(iii)-2 (the "Employment Agreements"); -------------Code; (iv) the Non-Competition Agreement in the form attached hereto as EXHIBIT 2.4(a)(iv) (the "Non-Competition Agreement"); ------------------ (v) a certificate executed by Seller and the Parent Entity representing and warranting to Buyer that each of Seller's and the Parent Entity's representations and warranties in this Agreement was accurate in all material respects Sempra Energy, dated 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 (the "Seller's Closing Certificate"); (vi) opinion(s) of counsel, dated the Closing Date, in the form of EXHIBIT 2.4(a)(vi)accordance with Section 5.7; and -----------------and (viiv) such other documents as Buyer may reasonably request for the purpose of Closing Balance Sheet (1) enabling its counsel which shall have been delivered to provide the opinion referred to in Section 2.4(b), RBS at least two (2) evidencing Business Days prior to the accuracy of any of Seller's and/or the Parent Entity's representations and warranties, (3) evidencing the performance by Seller of, or the compliance by Seller with, any covenant or obligation required to be performed or complied with by the Seller, or (4) otherwise facilitating the consummation or performance of any of the Contemplated TransactionsClosing Date). (bc) Buyer will RBS shall deliver to Sempra Energy and the Seller (or to such other Persons designated below):Partnership: (i) the cash portion evidence of the Purchase Price receipt of all Material Consents, if such consents are set forth on Schedule 4.2(b), and appropriate agreements evidencing the assumption of certain liabilities (as provided in Sections 2.2(a) and 2.5 below)Material Governmental Approvals; (ii) the Non-Competition each Related Agreement to which it is a party, duly executed and the Employment Agreements, all executed delivered by BuyerRBS; (iii) a certificate executed by Buyer representing and warranting to the Seller and the Parent Entity that each of Buyer's representations and warranties in this Agreement was accurate in all material respects RBS, dated 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 (the "Buyer's Closing Certificate"). (iv) opinion(s) of counsel, dated the Closing Date, in accordance with Section 6.7; and (iv) the indemnity agreement, substantially in the form of Exhibit 2.4(b)(iv); and (v) such other documents as Seller may reasonably request for the purpose of (1) enabling its counsel to provide the opinion referred to in Section 2.4(a), (2) evidencing the accuracy of any representation or warranty of Buyer, (3) evidencing the performance by Buyer of, or the compliance by Buyer with, any covenant or obligation required to be performed or complied with by Buyer, or (4) otherwise facilitating the consummation of the Contemplated TransactionsC hereto.

Closing Obligations. At In addition to any other documents to be delivered under other provisions of this Agreement, at the Closing: (a) Seller or the Parent Entity, as applicable, will shall deliver or cause to be delivered to Buyer: (i) such bills the Bill of sale, endorsements, consents, assignments, and other good and sufficient instruments of conveyance and assignment as shall be reasonably required Sale executed by the Buyer and its counsel and as shall be effective to vest in the Buyer good and marketable title in and to all the Company Assets, together with copies of all the contracts, agreements, commitments, books, records, files, computer data, computer disks, electronic storage media, documents and the like relating to the Company Assets.▇▇▇▇▇▇; (ii) the Intellectual Property Assignment in the form attached hereto as EXHIBIT 2.4(a)(ii). ------------------and Assumption Agreement executed by Seller; (iii) assignments of all Intellectual Property Assets and separate Employment Agreements for each assignments of the employees listed on Exhibit 2.4(a)(iii)-1 all registered Marks, Patents and Copyrights in the form attached hereto as of Exhibit --------------------- ------- 2.4(a)(iii)-2 (the "Employment Agreements"); -------------F executed by Seller; (iv) the Non-Competition Agreement such other deeds, bills of sale, assignments, certificates of title (including endorsed certificates of title for motor vehicles), documents, and other instruments of transfer and conveyance as may reasonably be requested by ▇▇▇▇▇, each in the form attached hereto as EXHIBIT 2.4(a)(iv) (the "Non-Competition Agreement"); ------------------and substance satisfactory to Buyer and its legal counsel and executed by Seller; (v) the Employment Agreements executed by the appropriate employees; (vi) the Escrow Agreement executed by Seller; (vii) the Lease Agreement executed by ; (viii) payoff letters and releases of all Encumbrances (other than Permitted Encumbrances) on all of the Assets, including, all required UCC-3 termination statements, [mortgage discharges], or other evidences of discharge satisfactory to Buyer; (ix) all (x) Third Party Consents that are required in order to prevent a breach of or default under, a termination or modification of, or acceleration of the terms of, any Seller Contract on Schedule 3.20(b) and/or 3.20(c), and (y) all governmental and regulatory Consents and approvals that are necessary for the consummation of the Contemplated Transactions and Buyer’s operation of the Business following the Closing, in each case on terms satisfactory to Buyer, in each case without conditions or modifications adverse to Buyer; (x) a certificate executed by Seller and as to the Parent Entity representing and warranting to Buyer that each accuracy of Seller's and the Parent Entity's its representations and warranties in 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 in accordance with Section 5.1 and as if made on the Closing Date (the "Seller's Closing Certificate"); (vi) opinion(s) to its compliance with and performance of counsel, dated the Closing Date, in the form of EXHIBIT 2.4(a)(vi); its covenants and ----------------- (vii) such other documents as Buyer may reasonably request for the purpose of (1) enabling its counsel to provide the opinion referred to in Section 2.4(b), (2) evidencing the accuracy of any of Seller's and/or the Parent Entity's representations and warranties, (3) evidencing the performance by Seller of, or the compliance by Seller with, any covenant or obligation required obligations to be performed or complied with by at or before the Closing in accordance with Section 5.2; (xi) a certification which is, to Buyer’s reasonable satisfaction, compliant with Section 1.1445-2(b) of the Treasury Regulations, that Seller is not a “foreign person” within the meaning of the Code; (xii) a certificate of the Secretary of Seller certifying, as true, complete and accurate as of the Closing, attached copies of the Governing Documents of Seller, certifying and attaching all requisite resolutions or (4) otherwise facilitating actions of Seller’s board of directors approving the execution and delivery of this Agreement and the consummation or performance of any of the Contemplated Transactions, and certifying to the incumbency and signatures of the officers of Seller executing this Agreement and any other document relating to the Contemplated Transactions; (xiii) Seller’s articles of incorporation and all amendments thereto, duly certified as of a recent date by the Secretary of State of the jurisdiction of Seller’s incorporation; and (xiv) Certificates dated as of a date not earlier than the fifth business day prior to the Closing as to the good standing of Seller and payment of all applicable state Taxes by Seller, issued by the appropriate officials of the State of and each jurisdiction in which Seller is licensed or qualified to do business as a foreign corporation as specified in Schedule 3.1(a). (b) Buyer will shall deliver to the Seller (or to such other Persons designated below):Seller: (i) Dollars ($ ), as adjusted pursuant to Section 2.9(b) by the cash portion of the Purchase Price and appropriate agreements evidencing the assumption of certain liabilities (as provided in Sections 2.2(a) and 2.5 below)Estimated Adjustment Amount, by wire transfer to an account specified by Seller; (ii) the Non-Competition Escrow Agreement executed by ▇▇▇▇▇ and the Employment AgreementsEscrow Agent, all executed together with the delivery of the Escrow Amount to the Escrow Agent, by Buyerwire transfer to an account specified by the Escrow Agent; (iii) the Assignment and Assumption Agreement executed by ▇▇▇▇▇; (iv) the Employment Agreements executed by ▇▇▇▇▇; (v) the Lease Agreement executed by ▇▇▇▇▇; (vi) a certificate executed by Buyer representing and warranting ▇▇▇▇▇ as to the Seller and the Parent Entity that each accuracy of Buyer's its representations and warranties in 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 in accordance with Section 6.1 and as if made on the Closing Date (the "Buyer's Closing Certificate"). (iv) opinion(s) to its compliance with and performance of counsel, dated the Closing Date, in the form of Exhibit 2.4(b)(iv); and (v) such other documents as Seller may reasonably request for the purpose of (1) enabling its counsel to provide the opinion referred to in Section 2.4(a), (2) evidencing the accuracy of any representation or warranty of Buyer, (3) evidencing the performance by Buyer of, or the compliance by Buyer with, any covenant or obligation required covenants and obligations to be performed or complied with by at or before the Closing in accordance with Section 6.2; (vii) a certificate of the Secretary of Buyer certifying, as true, complete and accurate as of the Closing, attached copies of the Governing Documents of Buyer, certifying and attaching all requisite resolutions or (4) otherwise facilitating actions of ▇▇▇▇▇’s board of directors approving the execution and delivery of this Agreement and the consummation of the Contemplated Transactions, and certifying to the incumbency and signatures of the officers of Buyer executing this Agreement and any other document relating to the Contemplated Transactions; and (viii) a certificate dated as of a date not earlier than the fifth business day prior to the Closing as to the good standing of Buyer issued by the appropriate officials of the State of .

Closing Obligations. At the Closing: (a) Seller or the Parent Entity, as applicable, will deliver or cause to be delivered to Buyer: (i) such bills of salea certificate representing the Shares, endorsementsduly endorsed (or accompanied by duly executed stock powers), consents, assignments, and other good and sufficient instruments of conveyance and assignment as shall be reasonably required by the Buyer and its counsel and as shall be effective for transfer to vest in the Buyer good and marketable title in and to all the Company Assets, together with copies of all the contracts, agreements, commitments, books, records, files, computer data, computer disks, electronic storage media, documents and the like relating to the Company Assets.Buyer; (ii) the Intellectual Property Assignment release in the form attached hereto as EXHIBIT of Exhibit 2.4(a)(ii) executed by Seller (“Seller’s Release”). ------------------; (iii) separate Employment Agreements for each of the employees listed on Exhibit 2.4(a)(iii)-1 and employment agreement in the form attached hereto as of Exhibit --------------------- ------- 2.4(a)(iii)-2 2.4(a)(iii), executed by Seller (the "“Employment Agreements"Agreement”); -------------; (iv) the Non-Competition Agreement in the form attached hereto as EXHIBIT 2.4(a)(iv) (the "Non-Competition Agreement"); ------------------ (v) a certificate executed by Seller and the Parent Entity representing and warranting to Buyer that each of Seller's and the Parent Entity's ’s representations and warranties in this Agreement was accurate in all material respects as of the date of this Agreement Agreement; (v) any evidence satisfactory to Buyer from the Company’s lenders and is accurate in any other lenders that all material respects as long term and secured debt of the Closing Date as if made on Acquired Companies has been paid in full, that all the Closing Date (assets of the "Seller's Closing Certificate")Acquired Companies are free and clear from all; (vi) opinion(s) of counsel, dated the Closing Date, non-competition agreement in the form of EXHIBIT Exhibit 2.4(a)(vi) executed by Seller (“Non-Competition Agreement”); and -----------------; (vii) such other documents as Buyer may reasonably request for an opinion of the purpose Onebane Law Firm in the form of Exhibit 2.4(a)(viii); and (1viii) enabling its counsel to provide the opinion referred to in Section 2.4(b), (2) an Act of Sale evidencing the accuracy of any of Seller's and/or the Parent Entity's representations and warranties, (3) evidencing the performance by Seller of, or the compliance by Seller with, any covenant or obligation required to be performed or complied with by the Seller, or (4) otherwise facilitating the consummation or performance of any sale of the Contemplated TransactionsInterests to Buyer. (b) Buyer will deliver to the Seller (or to such other Persons designated below):Seller: (i) the cash portion amount of $20,196,193.50 by wire transfer to the Purchase Price and appropriate agreements evidencing the assumption of certain liabilities (as provided in Sections 2.2(a) and 2.5 below)account specified by Seller; (ii) evidence of payment to Regions Bank as of the Non-Competition Agreement and date hereof of the Employment Agreements, all executed by BuyerAcquired Company’s line of credit not to exceed $9,587,617.40; (iii) a total of 246,761 shares of common stock, $.01 par value of AC Stock. At Closing, Buyer will provide Seller with copies of the A▇▇▇▇-▇▇▇▇▇▇▇▇’ instruction letter to its transfer agent in connection with the issuance of AC Stock. The AC Stock issued to Seller will be “restricted securities” as defined under the Securities Act; (iv) a certificate executed by Buyer representing and warranting A▇▇▇▇-▇▇▇▇▇▇▇▇ to the Seller and the Parent Entity that effect that, except as otherwise stated in such certificate, each of Buyer's ’s and A▇▇▇▇-▇▇▇▇▇▇▇▇’ representations and warranties in 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 (the "Buyer's Closing Certificate").Agreement; (ivv) opinion(s) of counselthe Employment Agreement, dated the Closing Date, in the form of Exhibit 2.4(b)(iv)executed by Buyer; and (vvi) such other documents as Seller may reasonably request for the purpose of (1) enabling its counsel to provide the opinion referred to in Section 2.4(a), (2) evidencing the accuracy of any representation or warranty of Buyer, (3) evidencing the performance by Buyer of, or the compliance by Buyer with, any covenant or obligation required to be performed or complied with by Buyer, or (4) otherwise facilitating the consummation of the Contemplated TransactionsNon-Competition Agreement.

Closing Obligations. At In addition to any other documents to be delivered under other provisions of this Agreement, at the Closing: (a) a. Seller or the Parent Entityand Shareholder, as applicablethe case may be, will shall deliver or cause to be delivered to Buyer, together with funds sufficient to pay (i) one-half of all sales taxes, and (ii) all other Taxes necessary for the transfer, filing or recording thereof: (i) a ▇▇▇▇ of sale for all of the Assets that are Tangible Personal Property in the form of Exhibit 2.7(a)(i) (the “▇▇▇▇ of Sale”) executed by Seller; (ii) 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; (iii) such other deeds, bills of sale, endorsements, consents, assignments, certificates of title, documents and other good and sufficient instruments of transfer and conveyance as may reasonably be requested by Buyer, each in form and assignment as shall be reasonably required by the substance satisfactory to Buyer and its legal counsel and as shall be effective to vest in the Buyer good and marketable title in and to all the Company Assets, together with copies of all the contracts, agreements, commitments, books, records, files, computer data, computer disks, electronic storage media, documents and the like relating to the Company Assets. (ii) the Intellectual Property Assignment in the form attached hereto as EXHIBIT 2.4(a)(ii). ------------------ (iii) separate Employment Agreements for each of the employees listed on Exhibit 2.4(a)(iii)-1 and in the form attached hereto as Exhibit --------------------- ------- 2.4(a)(iii)-2 (the "Employment Agreements"); -------------executed by Seller; (iv) the Non-Competition Agreement lease for the Premises in the form attached hereto as EXHIBIT 2.4(a)(ivof Exhibit 2.7(a)(iv) (the "Non-Competition Agreement"“Lease”); ------------------; (v) a certificate executed by Seller and the Parent Entity representing and warranting Shareholder as to Buyer that each the accuracy of Seller's and the Parent Entity's their representations and warranties in 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 in accordance with Section 7.1 and as if made on to their compliance with and performance of their covenants and obligations to be performed or complied with at or before the Closing Date in accordance with Section 7.2 (the "Seller's Closing Certificate"Exhibit 2.7(a)(v)); (vi) opinion(san opinion of counsel for the Seller and the Shareholder in form and substance satisfactory to Buyer and its legal counsel (Exhibit 2.7(a)(vi)) ; (vii) a certificate of counselthe Secretary of Seller certifying, dated as complete and accurate as of the Closing Date(Exhibit 2.7(a)(vii)), attached copies of the Governing Documents of Seller, certifying and 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 form sufficient for filing with the appropriate Governmental Body; (viii) the Consulting Agreement in the form of Exhibit 2.7(b)(v); (ix) an assignment of all of the Assets that are intangible personal property in the form of Exhibit 2.7(a)(ix), which assignment shall also contain Buyer’s undertaking and assumption of the Assumed Liabilities (the “Assignment and Assumption Agreement”) executed by Seller; and (x) the Allocation of Purchase Price, in the form of EXHIBIT 2.4(a)(viExhibit 2.7(a)(x); . b. Buyer shall deliver to Seller and ----------------- (vii) such other documents Shareholder, as Buyer the case may reasonably request be, together with funds sufficient to pay one-half of all sales taxes necessary for the purpose of (1) enabling its counsel to provide the opinion referred to in Section 2.4(b)transfer, (2) evidencing the accuracy of any of Seller's and/or the Parent Entity's representations and warranties, (3) evidencing the performance by Seller of, filing or the compliance by Seller with, any covenant or obligation required to be performed or complied with by the Seller, or (4) otherwise facilitating the consummation or performance of any of the Contemplated Transactions. (b) Buyer will deliver to the Seller (or to such other Persons designated below):recording thereof: (i) the cash portion Four million two hundred fifty thousand dollars ($4,250,000.00) by certified check or other immediately available funds, net of the Purchase Price and appropriate agreements evidencing the assumption of certain liabilities (as provided in Sections 2.2(a) and 2.5 below)Escrow Deposit; (ii) the Non-Competition Agreement and the Employment Agreements, all a promissory note executed by Buyer and payable to Seller in the principal amount of Seven hundred fifty thousand dollars ($750,000.00) in the form of Exhibit 2.7(b)(ii) (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; (iii) 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); (iv) the Assignment and Assumption Agreement, as such term is defined in Section 2.7(a)(ix) above; (v) the Consulting Agreement in the form of Exhibit 2.7(b)(v); (vi) a certificate executed by Buyer representing and warranting as to the Seller and the Parent Entity that each accuracy of Buyer's its representations and warranties in 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 in accordance with Section 8.1 and as if made on to its compliance with and performance of its covenants and obligations to be performed or complied with at or before the Closing Date in accordance with Section 8.2 (the "Buyer's Closing Certificate"Exhibit 2.7(b)(vi).); (ivvii) opinion(san opinion of counsel for the Buyer in form and substance satisfactory to Seller and Stockholder (Exhibit 2.7(b)(vii)); (viii) a certificate of counselthe Secretary of Buyer certifying, dated as complete and accurate as of the Closing Date(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 executing this Agreement and any other document relating to the Contemplated Transactions; (ix) the executed Lease; and (x) the Allocation of Purchase Price, in the form of Exhibit 2.4(b)(iv2.7(a)(x); and (v) such other documents as Seller may reasonably request for the purpose of (1) enabling its counsel to provide the opinion referred to in Section 2.4(a), (2) evidencing the accuracy of any representation or warranty of Buyer, (3) evidencing the performance by Buyer of, or the compliance by Buyer with, any covenant or obligation required to be performed or complied with by Buyer, or (4) otherwise facilitating the consummation of the Contemplated Transactions.

Closing Obligations. At the Closing: (a) Seller or the Parent Entity, as applicable, Sellers will deliver or cause to be delivered to Buyer: (i) such bills of sale, endorsements, consents, assignments, and other good and sufficient instruments of conveyance and assignment as shall be reasonably required certificates representing the Shares accompanied by the Buyer and its counsel and as shall be effective to vest in the Buyer good and marketable title in and to all the Company Assets, together with copies of all the contracts, agreements, commitments, books, records, files, computer data, computer disks, electronic storage media, documents and the like relating to the Company Assets.duly executed stock powers; (ii) the Intellectual Property Assignment releases in the form attached hereto as EXHIBIT of Exhibit 2.4(a)(ii) executed by ▇. ▇▇▇▇▇, ▇. ▇▇▇▇▇ and Michelin (collectively, the "Sellers' Releases"). ------------------; (iii) separate Employment Agreements for each of the employees listed on Exhibit 2.4(a)(iii)-1 and employment agreements in the form attached hereto as of Exhibit --------------------- ------- 2.4(a)(iii)-2 2.4(a)(iii), executed by ▇. ▇▇▇▇▇ and Michelin (collectively, the "Employment Agreements"); -------------; (iv) the Non-Competition Agreement noncompetition agreements in the form attached hereto as EXHIBIT of Exhibit 2.4(a)(iv) ), executed by ▇. ▇▇▇▇▇ and Michelin (collectively, the "Non-Competition AgreementNoncompetition Agreements"); ------------------; (v) resignations from all current officers and directors of the Company other than ▇. ▇▇▇▇▇ who shall remain President of the Company and Michelin who shall remain Vice President of the Company; (vi) a certificate executed by Seller and Sellers to the Parent Entity representing and warranting to Buyer effect that (A) each of Seller's and the Parent Entity's Sellers' representations and warranties in 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 Date; and (B) each of the "Seller's Closing Certificate"); (vi) opinion(s) covenants and agreements of counsel, dated Sellers to be performed prior to the Closing Date, in the form of EXHIBIT 2.4(a)(vi); and ----------------- (vii) such other documents as Buyer may reasonably request for the purpose of (1) enabling its counsel to provide the opinion referred to in Section 2.4(b), (2) evidencing the accuracy of any of Seller's and/or the Parent Entity's representations and warranties, (3) evidencing the performance by Seller of, or the compliance by Seller with, any covenant or obligation required to be Date has been duly performed or complied with by the Seller, or ; (4vii) otherwise facilitating a certificate from the consummation or performance Secretary of any the Company attaching and certifying to (a) the Company's Organizational Documents and (b) resolutions of the board of directors of the Company approving the Contemplated Transactions; (viii) the earnout agreement in the form of Exhibit 2.4(a)(vii), execute by Sellers (the "Earnout Agreement"); and (ix) the documents contemplated by Section 7.3 hereof. (b) Buyer will deliver to the Seller (or to such other Persons designated below):Sellers: (i) the cash portion Initial Purchase Price by bank cashier's check or by wire transfer to the accounts specified by Sellers, to be allocated among the Sellers pursuant to the allocation schedule set forth on Part 2.4 of the Purchase Price and appropriate agreements evidencing the assumption of certain liabilities (as provided in Sections 2.2(a) and 2.5 below)Disclosure Letter; (ii) the Non-Competition Agreement and the Employment Agreements, all executed by Buyer; (iii) a certificate executed by Buyer representing and warranting to the Seller and the Parent Entity that effect that, (A) each of Buyer's representations and warranties in 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; and (B) each of the covenants and agreements of Buyer to be performed prior to the Closing Date has been duly performed and complied with by Buyer; (iii) a certificate from the "Secretary of Buyer attaching and certifying to (a) the Buyer's Closing Certificate").Organizational Documents and (b) resolutions of the board of directors of Buyer authorizing the Contemplated Transactions; (iv) opinion(sthe Employment Agreements, executed by the Company and Buyer; (v) of counselthe Noncompetition Agreements, dated executed by Buyer; (vi) the Closing DateEarnout Agreement, in the form of Exhibit 2.4(b)(iv)executed by Buyer; and (vvii) such other the documents as Seller may reasonably request for the purpose of (1) enabling its counsel to provide the opinion referred to in contemplated by Section 2.4(a), (2) evidencing the accuracy of any representation or warranty of Buyer, (3) evidencing the performance by Buyer of, or the compliance by Buyer with, any covenant or obligation required to be performed or complied with by Buyer, or (4) otherwise facilitating the consummation of the Contemplated Transactions8.3 hereof.

Closing Obligations. At the Closing: (a) Seller Shareholders or the Parent EntityCompany, as applicable, will deliver or cause to be delivered to BuyerTHI: (i) such bills certificates representing the Contributed Shares, duly endorsed (or accompanied by duly executed stock powers), with signatures of sale, endorsements, consents, assignmentsShareholders in attendance at Closing notarized at Closing, and other good and sufficient instruments signatures of conveyance and assignment as shall be reasonably required Shareholders not in attendance guaranteed by a commercial bank or by a member firm of the Buyer and its counsel and as shall be effective New York Stock Exchange, for transfer to vest in the Buyer good and marketable title in and to all the Company Assets, together with copies of all the contracts, agreements, commitments, books, records, files, computer data, computer disks, electronic storage media, documents and the like relating to the Company Assets.THI; (ii) the Intellectual Property Assignment Investor Representation Letter and Questionnaire, the Subscription Documents, the Shareholders Agreement, the Registration Rights Agreement each in the form attached hereto as EXHIBIT 2.4(a)(iiof Exhibits 2.4(a)(i) - (iv). ------------------, the Investor Pledge -------- Agreement and any other documents required to be executed by the Shareholders in connection with the issuance of the THI Common and/or the THI Preferred (collectively, the "Shareholder Documents"); (iii) separate Employment Agreements for each of the employees listed on Exhibit 2.4(a)(iii)-1 and in the form attached hereto as Exhibit --------------------- ------- 2.4(a)(iii)-2 (the "Employment Agreements"); ------------- (iv) the Non-Competition Agreement in the form attached hereto as EXHIBIT 2.4(a)(iv) (the "Non-Competition Agreement"); ------------------ (v) a certificate executed by Seller Shareholders and the Parent Entity Company representing and warranting to Buyer THI that (A) there have been no material changes, amendments or modifications of or to the then current Organizational Documents of the Company since the date of each of Sellerthe Organizational Documents; and (B) each of Shareholders' representations and warranties in 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 (the "Shareholders' Closing Certificate"); (iv) opinion(s) of counsel, dated the Closing Date, in the form of EXHIBIT 2.4(a)(v) and an additional opinion of counsel that all Government ----------------- Authorizations necessary for Closing, including without limitation those of the State of Missouri or its subdivisions or instrumentalities have been satisfied, in the form and substance reasonably acceptable to THI; and (v) such other documents as THI may reasonably request for the purpose of (1) enabling its counsel to provide the opinion referred to in Section 2.4(b), (2) evidencing the accuracy of any of Shareholders' representations and warranties, (3) evidencing the performance by Shareholders of, or the compliance by Shareholders with, any covenant or obligation required to be performed or complied with by the Shareholders, or (4) otherwise facilitating the consummation or performance of any of the Contemplated Transactions. (b) THI will deliver to each Shareholder (or to such other Persons designated below): (i) shares of the THI Common and THI Preferred (if any) as provided in Sections 2.1 and 2.2 above; (ii) the Shareholder Documents requiring THI's and execution; (iii) a certificate executed by THI to the Parent Entityeffect that, except as otherwise stated in such certificate, each of THI's representations and warranties in 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 (the "Seller's Closing Certificate"); (vi) opinion(s) of counsel, dated the Closing Date, in the form of EXHIBIT 2.4(a)(vi); and ----------------- (vii) such other documents as Buyer may reasonably request for the purpose of (1) enabling its counsel to provide the opinion referred to in Section 2.4(b), (2) evidencing the accuracy of any of Seller's and/or the Parent Entity's representations and warranties, (3) evidencing the performance by Seller of, or the compliance by Seller with, any covenant or obligation required to be performed or complied with by the Seller, or (4) otherwise facilitating the consummation or performance of any of the Contemplated Transactions. (b) Buyer will deliver to the Seller (or to such other Persons designated below): (i) the cash portion of the Purchase Price and appropriate agreements evidencing the assumption of certain liabilities (as provided in Sections 2.2(a) and 2.5 below); (ii) the Non-Competition Agreement and the Employment Agreements, all executed by Buyer; (iii) a certificate executed by Buyer representing and warranting to the Seller and the Parent Entity that each of Buyer's representations and warranties in 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 (the "BuyerTHI's Closing Certificate"). (iv) opinion(s) of counsel, dated the Closing Date, in the form of Exhibit 2.4(b)(ivEXHIBIT 2.4(b)(v); and and ----------------- (v) such other documents as Seller Shareholders may reasonably request for the purpose of (1) enabling its counsel to provide the opinion referred to in Section 2.4(a), (2) evidencing the accuracy of any representation or warranty of BuyerTHI, (3) evidencing the performance by Buyer THI of, or the compliance by Buyer THI with, any covenant or obligation required to be performed or complied with by BuyerTHI, or (4) otherwise facilitating the consummation of the Contemplated Transactions.

Closing Obligations. At In addition to any other documents to be delivered under other provisions of this Agreement, at the Closing: (a) Seller or the Parent Entity, as applicable, will shall deliver or cause to be delivered to Buyer, together with funds sufficient to pay all Taxes necessary for the transfer, filing or recording thereof: (i) such bills evidence satisfactory to Buyer of salethe transfer of Membership Interests, endorsementsincluding an assignment of Membership Interests, consents, assignments, free and other good and sufficient instruments clear of conveyance and assignment as shall be reasonably required by the Buyer and its counsel and as shall be effective to vest in the Buyer good and marketable title in and to all the Company Assets, together with copies of all the contracts, agreements, commitments, books, records, files, computer data, computer disks, electronic storage media, documents and the like relating to the Company Assets.Encumbrances; (ii) the Intellectual Property Assignment in the form attached hereto as EXHIBIT 2.4(a)(ii). ------------------ (iii) separate Employment Agreements for each of the employees listed on Exhibit 2.4(a)(iii)-1 and in the form attached hereto as Exhibit --------------------- ------- 2.4(a)(iii)-2 (the "Employment Agreements"); ------------- (iv) the Non-Competition Agreement in the form attached hereto as EXHIBIT 2.4(a)(iv) (the "Non-Competition Agreement"); ------------------ (v) a certificate executed by Seller and as to the Parent Entity representing and warranting to Buyer that each accuracy of Seller's and the Parent Entity's its representations and warranties in 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 in accordance with Section 7.1 and as if made on the Closing Date (the "Seller's Closing Certificate"); (vi) opinion(s) to its compliance with and performance of counsel, dated the Closing Date, in the form of EXHIBIT 2.4(a)(vi); its covenants and ----------------- (vii) such other documents as Buyer may reasonably request for the purpose of (1) enabling its counsel to provide the opinion referred to in Section 2.4(b), (2) evidencing the accuracy of any of Seller's and/or the Parent Entity's representations and warranties, (3) evidencing the performance by Seller of, or the compliance by Seller with, any covenant or obligation required obligations to be performed or complied with by at or before the Closing in accordance with Section 7.2 (the “Seller Closing Certificate”); (iii) 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 (4) otherwise facilitating actions of Seller’s sole member approving the execution and delivery of this Agreement and the consummation or performance of any of the Contemplated TransactionsTransactions and certifying to the incumbency and signatures of the officers of Seller executing this Agreement and any other document relating to the Contemplated Transactions (the “Seller Secretary Certificate”); (iv) a certificate stating that ▇▇▇ ▇▇▇▇▇ Farms, Inc., a Delaware corporation (the “Parent”), is not a “foreign” person within the meaning of Section 1445 of the Code, which certificate shall set forth all information required by, and otherwise be executed in accordance with, Treasury Regulation Section 1.1445-2(b)(2); (v) each of the Material Consents identified in Schedule 7.3; (vi) a transition services agreement substantially in the form of Exhibit 2.5(a)(vi) (the “Transition Services Agreement”), executed by BEF Management, Inc.; (vii) a supply agreement in the form of Exhibit 2.5(a)(vii)(the “Supply Agreement”), executed by BEF Foods, Inc.; (viii) a assignment and assumption agreement of the Assumed Liabilities, substantially in the form attached hereto as Exhibit 2.5(a)(viii) (the “Assignment and Assumption Agreement”), executed by Seller; (ix) a subordination agreement, substantially in the form attached hereto as Exhibit 2.5(a)(ix) (the “Subordination Agreement”), executed by Seller; (x) evidence of the dissolution of SWH Too, LLC; (xi) resignations of directors, officers, and managers of SWH and the Acquired Subsidiaries pursuant to Section 5.7; and (1) the Pay-Off Letters required by Sections 1.1 (Flow of Funds Memorandum) and 2.7(b), executed by the Persons to which any portion of Indebtedness is owed, and (2) a pay-off letter from each payee in respect of Seller Transaction Expenses in substantially the form of the pay-off letter delivered to Buyer pursuant to Section 1.1 (Flow of Funds Memorandum). (b) Seller shall pay (i) to each of the parties set forth on the Flow of Funds Memorandum, the Closing Indebtedness and Seller Transaction Expenses and (ii) the Extraordinary Costs that are due and payable at Closing, in each case, by wire transfer to an account specified in writing by such party on the Flow of Funds Memorandum (such Closing pay-off obligations, the “Closing Pay-offs”); (c) Buyer will shall deliver to the Seller (or to such other Persons designated below):Seller: (i) the cash portion of the Purchase Price and appropriate agreements evidencing the assumption of certain liabilities (as provided Closing Cash Payment by wire transfer to an account specified by Seller in Sections 2.2(a) and 2.5 below)a writing delivered to Buyer; (ii) the Non-Competition Agreement and Note, substantially in the Employment Agreementsform attached hereto as Exhibit 2.5(c)(ii), all executed by Buyer; (iii) a guaranty agreement (the “Guaranty Agreement”), substantially in the form attached hereto as Exhibit 2.5(c)(iii), executed by SWH; (iv) a certificate executed by Buyer representing and warranting as to the Seller and the Parent Entity that each accuracy of Buyer's its representations and warranties in 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 in accordance with Section 8.1 and as if made on the Closing Date (the "Buyer's Closing Certificate"). (iv) opinion(s) to its compliance with and performance of counsel, dated the Closing Date, in the form of Exhibit 2.4(b)(iv); and (v) such other documents as Seller may reasonably request for the purpose of (1) enabling its counsel to provide the opinion referred to in Section 2.4(a), (2) evidencing the accuracy of any representation or warranty of Buyer, (3) evidencing the performance by Buyer of, or the compliance by Buyer with, any covenant or obligation required covenants and obligations to be performed or complied with by at or before the Closing in accordance with Section 8.2 (the “Buyer Closing Certificate”); (v) a certificate of the Secretary of Buyer certifying, as complete and accurate as of the Closing, attached copies of the Governing Documents of Buyer and certifying and attaching all requisite resolutions or actions of Buyer, or (4) otherwise facilitating ’s board of directors approving the execution and delivery of this Agreement and the consummation of the Contemplated TransactionsTransactions and certifying to the incumbency and signatures of the officers of Buyer executing this Agreement and any other document relating to the Contemplated Transactions (the “Buyer Secretary Certificate”); (vi) the Transition Services Agreement executed by SWH; (vii) the Supply Agreement executed by SWH; (viii) the Subordination Agreement executed by SWH; and (ix) the Assignment and Assumption Agreement executed by SWH.

Closing Obligations. At In addition to any other documents to be delivered under other provisions of this Agreement, at the Closing: (a) Seller or the Parent Entity, as applicable, will shall deliver or cause to be delivered to Buyer: (i) a bill of sale for all of the Assets that are Tangible Personal Property ▇▇ the form of Exhibit 2.6(a)(i) (the "Bill of Sale") executed by Seller; (ii) an assignment ▇▇ all of the Assets that are intangible personal property in the form of Exhibit 2.6(a)(ii), (the "Assignment Agreement") executed by Seller; (iii) assignments of all Intellectual Property Assets and separate assignments of all registered Marks, Patents and Copyrights in the form of Exhibit 2.6(a)(iii) executed by Seller; (iv) such other deeds, bills of sale, endorsements, consents, assignments, certificates of title, documents and other good and sufficient instruments of transfer and conveyance as may reasonably be requested by Buyer, each in form and assignment as shall be reasonably required by the substance satisfactory to Buyer and its legal counsel and as shall be effective to vest in the Buyer good and marketable title in and to all the Company Assets, together with copies of all the contracts, agreements, commitments, books, records, files, computer data, computer disks, electronic storage media, documents and the like relating to the Company Assets.executed by Seller; (iiv) the Intellectual Property Assignment non-competition, non-solicitation and non-disclosure agreements in the form attached hereto as EXHIBIT 2.4(a)(iiof Exhibit 2.6(a)(v). ------------------, executed by each Key Employee (the "Noncompetition Agreements"); (iiivi) separate Employment Agreements for each of the employees listed on Exhibit 2.4(a)(iii)-1 and a lock-up agreement in the form attached hereto as of Exhibit --------------------- ------- 2.4(a)(iii)-2 (the "Employment Agreements"); ------------- (iv) the Non-Competition Agreement in the form attached hereto as EXHIBIT 2.4(a)(iv2.6(a)(vi) (the "NonLock-Competition Up Agreement"); ------------------) executed by Seller; (vvii) a registration rights agreement in the form of Exhibit 2.6(a)(vii) (the "Registration Rights Agreement") executed by Seller; and (viii) a certificate executed by Seller and as to the Parent Entity representing and warranting to Buyer that each accuracy of Seller's and the Parent Entity's their representations and warranties in 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 in accordance with Section 6.1 and as if made on the Closing Date (the "Seller's Closing Certificate"); (vi) opinion(s) to their compliance with and performance of counsel, dated the Closing Date, in the form of EXHIBIT 2.4(a)(vi); their covenants and ----------------- (vii) such other documents as Buyer may reasonably request for the purpose of (1) enabling its counsel to provide the opinion referred to in Section 2.4(b), (2) evidencing the accuracy of any of Seller's and/or the Parent Entity's representations and warranties, (3) evidencing the performance by Seller of, or the compliance by Seller with, any covenant or obligation required obligations to be performed or complied with by at or before the Seller, or (4) otherwise facilitating the consummation or performance of any of the Contemplated TransactionsClosing in accordance with Section 6.2. (b) Buyer will shall deliver to the Seller (or to such other Persons designated below):Seller: (i) $2,200,000 by wire transfer to an account specified by Seller in a writing delivered to Buyer at least three business days prior to the cash portion of the Purchase Price and appropriate agreements evidencing the assumption of certain liabilities (as provided in Sections 2.2(a) and 2.5 below)Closing Date; (ii) a share certificate representing the NonShares; (iii) the Lock-Competition Up Agreement and the Employment Agreements, all executed by Buyer; (iiiiv) the Registration Rights Agreement executed by Buyer; (v) the Noncompetition Agreements executed by Buyer; (vi) a certificate executed by Buyer representing and warranting as to the Seller and the Parent Entity that each accuracy of Buyer's its representations and warranties in 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 in accordance with Section 7.1 and as if made on the Closing Date (the "Buyer's Closing Certificate"). (iv) opinion(s) to its compliance with and performance of counsel, dated the Closing Date, in the form of Exhibit 2.4(b)(iv); and (v) such other documents as Seller may reasonably request for the purpose of (1) enabling its counsel to provide the opinion referred to in Section 2.4(a), (2) evidencing the accuracy of any representation or warranty of Buyer, (3) evidencing the performance by Buyer of, or the compliance by Buyer with, any covenant or obligation required covenants and obligations to be performed or complied with by Buyer, at or (4) otherwise facilitating before the consummation of the Contemplated Transactions.Closing in accordance with Section 7.2; and

Closing Obligations. (a) At the Closing: (a) , Insignia and Seller or the Parent Entity, as applicable, will deliver or cause to be delivered to Buyer: (i) such bills of salecertificates representing the Shares, endorsements, consents, assignments, and other good and sufficient instruments of conveyance and assignment as shall be reasonably required duly endorsed (or accompanied by the Buyer and its counsel and as shall be effective duly executed stock powers) for transfer to vest in the Buyer good and marketable title in and to all the Company Assets, together with copies of all the contracts, agreements, commitments, books, records, files, computer data, computer disks, electronic storage media, documents and the like relating to the Company Assets.Buyer; (ii) the Intellectual Property Assignment in the form attached hereto as EXHIBIT 2.4(a)(ii). ------------------ (iii) separate Employment Agreements for each of the employees listed on Exhibit 2.4(a)(iii)-1 and in the form attached hereto as Exhibit --------------------- ------- 2.4(a)(iii)-2 (the "Employment Agreements"); ------------- (iv) the Non-Competition Agreement in the form attached hereto as EXHIBIT 2.4(a)(iv) (the "Non-Competition Agreement"); ------------------ (v) a certificate executed by each of IFG, ESG, and Seller and the Parent Entity representing and warranting certifying to Buyer that each that: (A) all of IFG's, ESG's, and Seller's and the Parent Entity's representations and warranties in this Agreement (considered collectively) and each of IFG's, ESG's, and Seller's representations and warranties in this Agreement (considered individually) 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 any Modification Notices); and (B) each of IFG, EFG, and Seller has performed its obligations under Section 5 hereof and that all conditions in Section 7 hereof have been satisfied (the "Seller's Closing Certificate"); . The documents referenced in items (vii) opinion(sand (ii) of counsel, dated the Closing Date, in the form of EXHIBIT 2.4(a)(vi); and ----------------- (viithis Section 2.4(a) such other documents as Buyer may reasonably request for the purpose of (1) enabling its counsel to provide the opinion are collectively referred to in Section 2.4(b), (2) evidencing the accuracy of any of as "Seller's and/or the Parent Entity's representations and warranties, (3) evidencing the performance by Seller of, or the compliance by Seller with, any covenant or obligation required to be performed or complied with by the Seller, or (4) otherwise facilitating the consummation or performance of any of the Contemplated TransactionsClosing Documents." (b) At the Closing, Buyer will deliver to the Seller (or to such other Persons designated below):Seller: (i) the cash portion of the Purchase Price and appropriate agreements evidencing the assumption of certain liabilities (as provided in Sections 2.2(a) and 2.5 below)Closing Amount; (ii) the Non-Competition Agreement and the Employment Agreements, all executed by Buyer; (iii) a certificate executed by Buyer representing certifying to IFG, ESG, and warranting to the Seller that: (A) all of Buyer's representations and the Parent Entity that warranties in this Agreement (considered collectively) and each of Buyer's representations and warranties in this Agreement (considered individually) 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 (the giving full effect to any Modification Notices); and (B) Buyer has performed its obligations under Section 6 hereof and that all conditions in Section 8 hereof have been satisfied ("Buyer's Closing Certificate"). ; The documents referenced in item (iv) opinion(sii) of counsel, dated the Closing Date, in the form of Exhibit 2.4(b)(iv); and (vthis Section 2.4(b) such other documents as Seller may reasonably request for the purpose of (1) enabling its counsel to provide the opinion are collectively referred to in Section 2.4(a), (2) evidencing the accuracy of any representation or warranty of as "Buyer, (3) evidencing the performance by Buyer of, or the compliance by Buyer with, any covenant or obligation required to be performed or complied with by Buyer, or (4) otherwise facilitating the consummation of the Contemplated Transactions's Closing Documents."

Closing Obligations. At the Closing: (a) SELLER. Seller or the Parent Entityshall execute, as applicableappropriate, will and deliver (or cause to be delivered executed and delivered) to Buyer: (i) such bills Certificates representing all of salethe KLI Shares, endorsementsduly endorsed in blank, consentsor accompanied by duly executed stock powers, assignments, and other good and sufficient instruments of conveyance and assignment as shall be reasonably required by the Buyer and its counsel and as shall be effective to vest in the Buyer good and marketable title in and to all the Company Assets, together with copies of all the contracts, agreements, commitments, books, records, files, computer data, computer disks, electronic storage media, documents and the like relating to the Company Assets.proper form for transfer; (ii) the Intellectual Property Assignment in the form attached hereto as EXHIBIT 2.4(a)(ii). ------------------ (iii) separate Employment Agreements for each Certificates representing all of the employees listed on Exhibit 2.4(a)(iii)-1 and JSL Shares, duly endorsed in the blank, or accompanied by duly executed stock powers, in proper form attached hereto as Exhibit --------------------- ------- 2.4(a)(iii)-2 (the "Employment Agreements"); -------------for transfer; (iv) a copy, certified by an officer of Seller, of minutes evidencing the Non-Competition Agreement corporate action referred to in the form attached hereto as EXHIBIT 2.4(a)(iv) (the "Non-Competition Agreement"Section 6.02(d); ---------------------------------- (v) a certificate executed by Seller and Certificates of Existence from the Parent Entity representing and warranting to Buyer that Secretary of State of Tennessee for each of Seller's KLI and the Parent Entity's representations and warranties in this Agreement was accurate in all material respects as of the date of this Agreement and is accurate in all material respects as of JSL dated no more than fifteen (15) days before the Closing Date as if made on the Closing Date (the "Seller's Closing Certificate")Date; (vi) opinion(s) the certificate of counsel, dated the Closing Date, officers of Seller referred to in the form of EXHIBIT 2.4(a)(viSection ------- 6.02(e); and ------------------------ (vii) such other documents as Buyer may reasonably request for the purpose of (1) enabling its counsel to provide the opinion referred to any consents or waivers described in Section 2.4(b6.02(f), (2) evidencing the accuracy of any of Seller's and/or the Parent Entity's representations and warranties, (3) evidencing the performance by Seller of, or the compliance by Seller with, any covenant or obligation required to be performed or complied with by the Seller, or (4) otherwise facilitating the consummation or performance of any of the Contemplated Transactions. (b) Buyer will deliver to the Seller (or to such other Persons designated below): (i) the cash portion of the Purchase Price and appropriate agreements evidencing the assumption of certain liabilities (as provided in Sections 2.2(a) and 2.5 below); (ii) the Non-Competition Agreement and the Employment Agreements, all executed --------------- extent not previously received by Buyer; (iiiviii) the Sublease Agreement referred to in Section 5.06; ------------- (ix) the Consent of Cooper Commercial Properti▇▇ ▇▇, LLC to Seller's entry into the Sublease Agreement referred to in Section 5.06; ------------ (x) a certificate Non-Disturbance, Attornment and Estoppel Agreement on terms reasonably satisfactory to Buyer and executed by Buyer representing Cooper Commercial Prop▇▇▇▇▇▇ IX, LLC and warranting to the Seller Seller; (xi) Resignations of those officers and the Parent Entity that directors of each of the Companies as requested by Buyer's representations and warranties in 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 (the "Buyer's Closing Certificate"). (iv) opinion(s) of counsel, dated the Closing Date, in the form of Exhibit 2.4(b)(iv); and (vxii) such other documents as Seller may reasonably request for necessary to effectuate the purpose of (1) enabling its counsel to provide the opinion referred to in Section 2.4(a), (2) evidencing the accuracy of any representation or warranty of Buyer, (3) evidencing the performance transactions contemplated by Buyer of, or the compliance by Buyer with, any covenant or obligation required to be performed or complied with by Buyer, or (4) otherwise facilitating the consummation of the Contemplated Transactionsthis Agreement.

Closing Obligations. At the Closing: (a) Seller or the Parent Entity, as applicable, will deliver or cause to be delivered to Buyer: (i) such bills 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 salethe New York Stock Exchange, endorsements, consents, assignments, and other good and sufficient instruments of conveyance and assignment as shall be reasonably required by the Buyer and its counsel and as shall be effective for transfer to vest in the Buyer good and marketable title in and to all the Company Assets, together with copies of all the contracts, agreements, commitments, books, records, files, computer data, computer disks, electronic storage media, documents and the like relating to the Company Assets.Buyer; (ii) the Intellectual Property Assignment a release in the form attached hereto as EXHIBIT of Exhibit 2.4(a)(ii) executed by Seller (“Seller’s Release”). ------------------; (iii) separate Employment Agreements for each of the employees listed on Exhibit 2.4(a)(iii)-1 and employee retention agreements in the form attached hereto as of Exhibit --------------------- ------- 2.4(a)(iii)-2 2.4(a)(iii), executed by the Key Employees (the "Employment collectively, “Retention Agreements"”); -------------; (iv) the Non-Competition Agreement in the form attached hereto as EXHIBIT 2.4(a)(iv) (the "Non-Competition Agreement"); ------------------ (v) a certificate executed by Seller and the Parent Entity representing and warranting to Buyer that each of Seller's and the Parent Entity's ’s representations and warranties in 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 any supplements to the "Seller's Disclosure Letter that were delivered by Seller to Buyer prior to the Closing Certificate"Date in accordance with Section 5.5); (viv) opinion(s) cancellation of counselall outstanding options, dated the Closing Date, in the form of EXHIBIT 2.4(a)(vi); and ----------------- (vii) such other documents as Buyer may reasonably request for the purpose of (1) enabling its counsel to provide the opinion referred to in Section 2.4(b), (2) evidencing the accuracy of any of Seller's and/or the Parent Entity's representations and warranties, (3) evidencing the performance by Seller ofwarrants, or the compliance by Seller with, any covenant or obligation required other rights to be performed or complied with by the Seller, or (4) otherwise facilitating the consummation or performance of any ownership of the Contemplated Transactions.Company, other than the Shares; and (b) Buyer will deliver to the Seller (or to such other Persons designated below):Seller: (i) Seven Million Six Hundred Fifty Thousand Dollars ($7,650,000.00) by bank cashier’s or certified check payable to the cash portion order of the Purchase Price and appropriate agreements evidencing the assumption of certain liabilities (as provided in Sections 2.2(a) and 2.5 below)or by wire transfer to an account specified by Seller; (ii) a convertible promissory note payable to Seller in the Non-Competition Agreement and principal amount of up to Ten Million Dollars ($10,000,000.00) in the Employment Agreements, all executed by Buyerform of Exhibit 2.4(b) (the “Promissory Note”); (iii) a certificate executed by Buyer representing and warranting to the Seller and the Parent Entity that effect that, except as otherwise stated in such certificate, each of Buyer's ’s representations and warranties in 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 (the "Buyer's Closing Certificate").Date; and (iv) opinion(s) of counselthe Retention Agreements, dated the Closing Date, in the form of Exhibit 2.4(b)(iv); and (v) such other documents as Seller may reasonably request for the purpose of (1) enabling its counsel to provide the opinion referred to in Section 2.4(a), (2) evidencing the accuracy of any representation or warranty of Buyer, (3) evidencing the performance by Buyer of, or the compliance by Buyer with, any covenant or obligation required to be performed or complied with executed by Buyer, or (4) otherwise facilitating the consummation of the Contemplated Transactions.

Closing Obligations. At In addition to any other documents to be delivered under other provisions of this Agreement, at the Closing: (a) Seller or the Parent Entity, as applicable, will Sellers shall deliver or cause to be delivered to Buyer: (i) a ▇▇▇▇ of sale, assignment and assumption agreement with respect to the assignment of the Assets to Buyer and the assumption of the Assumed Liabilities by Buyer in the form of Exhibit 2.9(a)(i) (the “▇▇▇▇ of Sale, Assignment and Assumption Agreement”) executed by Sellers; (ii) a Supply Agreement in the form of Exhibit 2.9(a)(ii) executed by Parent (the “Supply Agreement”); (iii) assignments of all Registered Intellectual Property that is part of the Assets in the form of Exhibit 2.9(a)(iii) executed by the applicable Seller; (iv) such other bills of sale, endorsements, consents, assignments, documents (including the estimates of transfer tax obligations of Buyer based on the Allocation Schedule) and other good and sufficient instruments of transfer and conveyance of the Assets as may reasonably be requested by Buyer, each in form and assignment as shall be substance reasonably required by the satisfactory to Buyer and its legal counsel and as shall be effective to vest in executed by the Buyer good and marketable title in and to all the Company Assets, together with copies of all the contracts, agreements, commitments, books, records, files, computer data, computer disks, electronic storage media, documents and the like relating to the Company Assets. (ii) the Intellectual Property Assignment in the form attached hereto as EXHIBIT 2.4(a)(ii). ------------------ (iii) separate Employment Agreements for each of the employees listed on Exhibit 2.4(a)(iii)-1 and in the form attached hereto as Exhibit --------------------- ------- 2.4(a)(iii)-2 (the "Employment Agreements"); ------------- (iv) the Non-Competition Agreement in the form attached hereto as EXHIBIT 2.4(a)(iv) (the "Non-Competition Agreement"); ------------------applicable Seller; (v) a certificate executed by Seller and the Parent Entity representing and warranting to Buyer that each of Seller's and the Parent Entity's representations and warranties in 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 Estimated Closing Date as if made on the Closing Date (the "Seller's Closing Certificate")Balance Sheet; (vi) opinion(s) of counsel, dated the Closing Date, Industrial Lease Agreement in the form of EXHIBIT 2.4(a)(viExhibit 2.9(a)(vi) (the “Lease Agreement”); and -----------------, executed by Parent or one of its Affiliates, as lessor; (vii) such other documents as the Transition Services Agreement in the form of Exhibit 2.9(a)(vii) executed by Parent (the “Transition Services Agreement”); (viii) one or more subcontracts in form and substance reasonably satisfactory to Sellers and Buyer may reasonably request for covering each of the purpose Seller Contracts that is subject to the provisions of (1) enabling its counsel to provide the opinion referred to in Section 2.4(b10.6(c), executed by each applicable Seller and, if necessary, one or more of its Affiliates (2each, a “Subcontract”); (ix) evidencing the accuracy certificate required by Section 7.1; (x) a certificate of any the Secretary of each Seller certifying, as complete and accurate as of the Closing, attached copies of the Articles of Incorporation in the case of the Parent, Certificates of Incorporation in the case of SDDA, SSPI and SSI, Deed of Trust in the case of S&S Trust, and bylaws of such Seller as in effect on the date thereof, certifying and attaching all requisite resolutions or actions of such Seller's and/or ’s board of directors (or its equivalent) approving the Parent Entity's representations execution and warranties, (3) evidencing the performance by Seller of, or the compliance by Seller with, any covenant or obligation required to be performed or complied with by the Seller, or (4) otherwise facilitating delivery of this Agreement and the consummation or performance of any of the Contemplated Transactions and certifying to the incumbency and signatures of the officers of such Seller executing this Agreement and any other document relating to the Contemplated Transactions.; (xi) the Confirmation of Closing in the form of Exhibit 2.9(a)(xi) executed by Parent (the “Confirmation of Closing”); (xii) copies of all Consents which have been obtained by Sellers in connection with the Contemplated Transactions; (xiii) the Affidavit of Occasional Sale; (xiv) a certificate signed by each Seller stating that such Seller is not a “foreign person” as defined in Section 1445 of the Code; [***] (b) Buyer will shall deliver to the Seller (or to such other Persons designated below):Sellers: (i) the cash portion Closing Payment by wire transfer of immediately available funds to an account specified by Sellers in a writing delivered to Buyer at least three (3) business days prior to the Purchase Price and appropriate agreements evidencing the assumption of certain liabilities (as provided in Sections 2.2(a) and 2.5 below)Closing Date; (ii) the Non-Competition ▇▇▇▇ of Sale, Assignment and Assumption Agreement and the Employment Agreements, all executed by Buyer; (iii) the sales tax exemption certificates described in Section 2.6(b), each in form and substance reasonably satisfactory to Sellers and their legal counsel and executed by Buyer; (iv) the Lease Agreement executed by Buyer, as tenant; (v) the Transition Services Agreement executed by Buyer; (vi) each Subcontract executed by Buyer; (vii) the certificate required by Section 8.1; (viii) a certificate executed by of the Secretary of Buyer representing certifying, as complete and warranting to the Seller and the Parent Entity that each of Buyer's representations and warranties in this Agreement was accurate in all material respects as of the Closing, attached copies of the Certificate of Incorporation and bylaws of Buyer as in effect on the date thereof and certifying and attaching all requisite resolutions or actions of Buyer’s board of directors approving the execution and delivery of this Agreement and is accurate in all material respects as of the Closing Date as if made on the Closing Date (the "Buyer's Closing Certificate"). (iv) opinion(s) of counsel, dated the Closing Date, in the form of Exhibit 2.4(b)(iv); and (v) such other documents as Seller may reasonably request for the purpose of (1) enabling its counsel to provide the opinion referred to in Section 2.4(a), (2) evidencing the accuracy of any representation or warranty of Buyer, (3) evidencing the performance by Buyer of, or the compliance by Buyer with, any covenant or obligation required to be performed or complied with by Buyer, or (4) otherwise facilitating 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; (ix) the Supply Agreement executed by Buyer; and (x) the Confirmation of Closing executed by Buyer.

Closing Obligations. At In addition to any other documents to be delivered under other provisions of this Agreement, at the Closing: (a) Seller or the Parent Entityand Shareholders, as applicablethe case may be, will shall deliver or cause to be delivered to Buyer: (i) a ▇▇▇▇ of sale for all of the Assets that are Tangible Personal Property in the form of Exhibit 2.7(a)(i) (the “▇▇▇▇ of Sale”) executed by Seller; (ii) an assignment of all of the Assets 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 the Assumed Liabilities (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 in the form of Exhibit 2.7(a)(iii) or such bills other appropriate document or instrument of saletransfer, endorsementsas the case may require, consents, assignments, each in form and other good and sufficient instruments of conveyance and assignment as shall be reasonably required by the substance satisfactory to Buyer and its counsel and as shall be effective to vest in the Buyer good and marketable title in and to all the Company Assets, together with copies of all the contracts, agreements, commitments, books, records, files, computer data, computer disks, electronic storage media, documents and the like relating to the Company Assets. (ii) the Intellectual Property Assignment in the form attached hereto as EXHIBIT 2.4(a)(ii). ------------------ (iii) separate Employment Agreements for each of the employees listed on Exhibit 2.4(a)(iii)-1 and in the form attached hereto as Exhibit --------------------- ------- 2.4(a)(iii)-2 (the "Employment Agreements"); -------------executed by Seller; (iv) the Non-Competition Agreement assignments of all Intellectual Property Assets and separate assignments of all registered Marks, Patents and Copyrights in the form attached hereto as EXHIBIT 2.4(a)(ivof Exhibit 2.7(a)(iv) (the "Non-Competition Agreement"); ------------------executed by Twenty Two; (v) a certificate 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 and the Parent Entity representing and warranting to Buyer that each of Seller's and the Parent Entity's representations and warranties in 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 (the "Seller's Closing Certificate"); (vi) opinion(s) of counsel, dated the Closing Date, employment agreements in the form of EXHIBIT 2.4(a)(viExhibit 2.7(a)(vi); , executed by JW and -----------------BT (collectively, the “Employment Agreement”); (vii) such other documents as Buyer may reasonably request for an escrow agreement in the purpose form of (1) enabling its counsel to provide the opinion referred to in Section 2.4(bExhibit 2.7(a)(vii), (2) evidencing the accuracy of any of Seller's and/or the Parent Entity's representations and warranties, (3) evidencing the performance executed by Seller ofand each Shareholder and the escrow agent (the “Escrow Agreement”); (viii) a transition service agreement in the form of Exhibit 2.7(a)(viii), or executed by Decoy Holdings, LLC and Seller (the compliance “Transition Service Agreement”); (ix) a lock up and leak out agreement in the form of Exhibit 2.7(a)(ix), executed by Seller, Shareholder and other shareholders of Seller (the “Lock Up Agreement”); and (x) a domain name transfer agreement in the form of Exhibit 2.7(a)(x) executed by Seller with, any covenant or obligation required to be performed or complied with by (the Seller, or (4) otherwise facilitating the consummation or performance of any of the Contemplated Transactions“Domain Name Transfer Agreement”). (b) Buyer will shall deliver to Seller and Shareholders, as the case may be, or on behalf of Seller (or to such other Persons designated below):Shareholders: (i) The Residual Cash Payment by wire transfer to an account specified by Seller in a writing delivered to Buyer at least three (3) business days prior to the cash portion of the Purchase Price and appropriate agreements evidencing the assumption of certain liabilities (as provided in Sections 2.2(a) and 2.5 below)Closing Date; (ii) The Payables Payment (directly to the Non-Competition Agreement Persons set forth in Part 2.3); (iii) the Escrow Agreement, executed by Buyer and the Employment AgreementsEscrow Agent, all together with the delivery of the Escrow Amount to the Escrow Agent thereunder; (iv) a certificate representing Three Hundred Thousand (300,000) shares of the Buyer’s Common Stock; (v) the Assignment and Assumption Agreement executed by Buyer; (iiivi) a certificate the Employment Agreement executed by Buyer representing and warranting to the Seller and the Parent Entity that each of Buyer's representations and warranties in 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 (the "Buyer's Closing Certificate").; (ivvii) opinion(sthe Transition Service Agreement executed by Buyer; (viii) of counsel, dated the Closing Date, in the form of Exhibit 2.4(b)(iv)Lock Up Agreements executed by Buyer; and (vix) such other documents as Seller may reasonably request for the purpose of (1) enabling its counsel to provide the opinion referred to in Section 2.4(a), (2) evidencing the accuracy of any representation or warranty of Buyer, (3) evidencing the performance by Buyer of, or the compliance by Buyer with, any covenant or obligation required to be performed or complied with Domain Name Transfer Agreement executed by Buyer, or (4) otherwise facilitating the consummation of the Contemplated Transactions.

Closing Obligations. At the Closing: (a) Seller or the Parent Entity, as applicable, will Sellers shall deliver or cause to be delivered to Buyer: (i) such bills of salecertificates representing the Stock, endorsements, consents, assignments, and other good and sufficient instruments of conveyance and assignment as shall be reasonably required duly endorsed (or accompanied by the Buyer and its counsel and as shall be effective duly executed stock powers) for transfer to vest in the Buyer good and marketable title in and to all the Company Assets, together with copies of all the contracts, agreements, commitments, books, records, files, computer data, computer disks, electronic storage media, documents and the like relating to the Company Assets.Buyer; (ii) assignments of the Intellectual Property Assignment Interests to Buyer, in the form attached hereto as EXHIBIT of Exhibit 2.4(a)(ii). ------------------) executed by the C▇▇▇▇▇▇▇▇▇▇ Sellers; (iii) separate Employment Agreements releases in the form of Exhibit 2.4(a)(iii) executed by Sellers (collectively, “Sellers’ Releases”); (iv) a reasonably current long-form good standing certificate (or equivalent document) for each of the employees listed on Acquired Companies issued by the secretary of state of such Person’s jurisdiction of formation and in each state in which such Person is qualified to do business as a foreign entity; (v) copies of the Certificate of Incorporation (or equivalent document) of each of the Acquired Companies, certified by the secretary of state of such Person’s jurisdiction of formation, and copies of the Bylaws (or equivalent document) of each such Person, certified by an officer of such Person; (vi) (A) a Payoff Letter from the lender of each Company Debt or appropriate termination statements under the Uniform Commercial Code or mortgage releases to release all security interests against the Acquired Companies (or any of their assets) and (B) a Fee Statement Letter from each Representative of the Acquired Companies; (vii) written resignations of each director (or equivalent) and officer of the Acquired Companies set forth in Exhibit 2.4(a)(iii)-1 2.4(a)(vii); (viii) evidence satisfactory to Buyer that (A) the Plan for Incentive Compensation for C▇▇▇▇▇▇▇▇▇▇, LLC and the Management Services Agreement dated March 24, 2005 between the Company and Spell Capital Partners Fund I, L.P. have been terminated, (B) the Member Control Agreement of C▇▇▇▇▇▇▇▇▇▇, LLC dated February 2, 1999 as amended has set the number of governors at no less than eight (8) and that is has been terminated, and (C) all agreements entered into in connection with any of the foregoing, have all been terminated, or shall be terminated, without any liability to the Acquired Companies or to Buyer and its Affiliates therefor; (ix) a termination and estoppel in a form reasonably acceptable to Buyer executed by M▇▇▇ ▇▇▇▇▇ whereby he terminates his existing employment agreement and acknowledges that the Company has fulfilled all of its obligations thereunder (including any severance obligations); (x) a certificate executed by Sellers with regard to the conditions set forth in Sections 7.1 and 7.2(a); (xi) an executed amendment in the form attached hereto as Exhibit --------------------- ------- 2.4(a)(iii)-2 (the "Employment Agreements"); ------------- (iv2.4(a)(xi) the Non-Competition Agreement in the form attached hereto as EXHIBIT 2.4(a)(iv) (the "Non-Competition Agreement"); ------------------ (v) a certificate executed by Seller and the Parent Entity representing and warranting to Buyer that each of Seller's and the Parent Entity's representations and warranties in 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 (the "Seller's Closing Certificate")hereto; (vi) opinion(s) of counsel, dated the Closing Date, in the form of EXHIBIT 2.4(a)(vi); and ----------------- (viixii) such other documents and instruments as Buyer may shall reasonably request for the purpose of (1) enabling its counsel to provide the opinion referred to in Section 2.4(b), (2) evidencing the accuracy of any of Seller's and/or the Parent Entity's representations and warranties, (3) evidencing the performance by Seller of, or the compliance by Seller with, any covenant or obligation required to be performed or complied with by the Seller, or (4) otherwise facilitating the consummation or performance of any of consummate the Contemplated Transactions. (b) Buyer will deliver to the Seller (or to such other Persons designated below):shall deliver: (i) the cash portion sum of $15,975,000 (which equals 7.5% of the Purchase Price and appropriate agreements evidencing Price) (the assumption “Escrow Amount ”) to the Escrow Agent by wire transfer of certain liabilities (as provided immediately available funds to be held in Sections 2.2(a) and 2.5 below)accordance with the Escrow Agreement; (ii) an amount specified in each Payoff Letter directly to the Non-Competition Agreement and lender that issued the Employment AgreementsPayoff Letter, all executed by Buyereach in accordance with the instructions specified in the relevant Payoff Letter; (iii) an amount specified in each Fee Statement Letter directly to the Representative of the Acquired Companies that issued the Fee Statement Letter, each in accordance with the instructions specified in the relevant Fee Statement Letter; (iv) the Closing Bonuses to the Closing Bonus Payees (net of any amounts required to be withheld by, and applicable employment taxes to be paid by, the Company or Buyer pursuant to applicable law, which amounts Buyer agrees to timely pay or cause the Company to be paid as required pursuant to law), in accordance with the instructions specified in the Closing Proceeds Statement described in Section 2.6; (v) reasonable evidence that the cost and expenses in connection with the new Title Policies and the Environmental Policies described in Section 7.6 have been paid in full; (vi) an amount equal to the Closing Proceeds to the Sellers in the manner set forth on the Closing Proceeds Statement described in Section 2.6, by wire transfer of immediately available funds; (vii) the amount set forth in a certificate executed by the Company’s Chief Financial Officer, which amount shall equal the costs paid or payable by the Company as of the Closing Date in order to make the Company’s financial statements and processes compliant with the federal securities laws, in accordance with the instructions specified in such certificate; (viii) a certificate executed by Buyer representing and warranting with regard to the Seller conditions set forth in Sections 8.1 and 8.2(a); (ix) a reasonably current long-form good standing certificate (or equivalent document) for Buyer issued by the Parent Entity that each Secretary of Buyer's representations and warranties in this Agreement was accurate in all material respects as State of the date State of this Agreement Delaware; and (x) such other documents and is accurate in all material respects instruments as of Sellers shall reasonably request to consummate the Closing Date as if made on the Closing Date (the "Buyer's Closing Certificate")Contemplated Transactions. (ivc) opinion(s) of counsel, dated the Closing Date, Buyer and Sellers’ Representative shall enter into an escrow agreement in the form of Exhibit 2.4(b)(iv2.4(c) (the “Escrow Agreement”); and (v) such other documents as Seller may reasonably request for the purpose of (1) enabling its counsel to provide the opinion referred to in Section 2.4(a), (2) evidencing the accuracy of any representation or warranty of Buyer, (3) evidencing the performance by Buyer of, or the compliance by Buyer with, any covenant or obligation required to be performed or complied with by Buyer, or (4) otherwise facilitating the consummation of the Contemplated Transactions.

Closing Obligations. At the Closing: (a) The Seller or the Parent Entity, as applicable, will shall deliver (or cause to be delivered delivered) to the Buyer: (i) such bills of salethe various certificates, endorsements, consents, assignments, instruments and other good and sufficient instruments of conveyance and assignment as shall documents required to be reasonably required by the Buyer and its counsel and as shall be effective to vest in the Buyer good and marketable title in and to all the Company Assets, together with copies of all the contracts, agreements, commitments, books, records, files, computer data, computer disks, electronic storage media, documents and the like relating to the Company Assets.delivered under Section 9.3; (ii) the Intellectual Property Assignment in the form attached hereto as EXHIBIT 2.4(a)(ii). ------------------ (iii) separate Employment Agreements for each of the employees listed on Exhibit 2.4(a)(iii)-1 a Non-solicitation and Non-competition Agreement in the form attached hereto as Exhibit --------------------- ------- 2.4(a)(iii)-2 4.2(a)(ii) (the "Employment Agreements"“Noncompetition and Nonsolicitation Agreement”); ------------- (iii) a letter from the Seller in the form attached hereto as Exhibit 4.2(a)(iii), notifying the FDA of the transfer of the rights to the Registrations to the Buyer; (iv) a ▇▇▇▇ of Sale in the Non-Competition form attached hereto as Exhibit 4.2(a)(iv) (the “▇▇▇▇ of Sale”); (v) a Patent Assignment Agreement in the form attached hereto as EXHIBIT 2.4(a)(ivExhibit 4.2(a)(v) (the "Non-Competition “Patent Agreement"); ------------------ (v) a certificate executed by Seller and the Parent Entity representing and warranting to Buyer that each of Seller's and the Parent Entity's representations and warranties in 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 (the "Seller's Closing Certificate"”); (vi) opinion(s) of counsel, dated the Closing Date, a Trademark Assignment Agreement in the form of EXHIBIT 2.4(a)(viattached hereto as Exhibit 4.2(a)(vi) (the “Trademark Agreement”); and -----------------; (vii) an Assignment and Assumption Agreement in the form attached hereto as Exhibit 4.2(a)(vii) (the “Assumption Agreement”); (viii) a Transition Services Agreement in the form attached hereto as Exhibit 4.2(a)(viii) (the “Transition Services Agreement”); (ix) such other instruments of conveyance, consent, and acknowledgement as may be required to convey all of the Purchased Assets to the Buyer, to permit the Buyer to record or register all registrable Purchased Proprietary Rights and to put the Buyer in possession and control of all of the Purchased Assets of a tangible nature, including documents and data in electronic formats, to the extent that such documents and data are in electronic formats; (x) original executed versions of the Assigned Contracts except for those that are not in the Seller’s possession, as indicated on Schedule 2.2(e); and (xi) copies of the Software listed on Schedule 4.2(a)(xi) (the Buyer may reasonably request for acknowledging that such copies of Software will be provided by the purpose of (1) enabling its counsel to provide the opinion referred to in Section 2.4(b), (2) evidencing the accuracy Seller without any representation or warranty of any kind including as to any title or right of Seller's and/or the Parent Entity's representations and warranties, (3) evidencing the performance by Seller of, or the compliance by Seller with, any covenant or obligation required Buyer to be performed or complied with by the Seller, or (4) otherwise facilitating the consummation or performance of any of the Contemplated Transactionsuse such Software). (b) The Buyer will shall deliver (or cause to be delivered) to the Seller (or to such other Persons designated below):Seller: (i) the cash portion of the Purchase Price The various certificates, instruments and appropriate agreements evidencing the assumption of certain liabilities (as provided in Sections 2.2(a) and 2.5 below)documents required to be delivered under Section 9.2; (ii) the Non-Competition Agreement and the Employment Agreements, all executed by BuyerThe Assumption Agreement; (iii) a certificate executed by Buyer representing The Noncompetition and warranting to the Seller and the Parent Entity that each of Buyer's representations and warranties in 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 (the "Buyer's Closing Certificate").Nonsolicitation Agreement; (iv) opinion(sThe Transition Services Agreement; (v) of counsel, dated A letter from the Closing Date, Buyer to the FDA in the form attached hereto as Exhibit 4.2(b)(v), notifying the FDA of Exhibit 2.4(b)(iv)the transfer of the Registrations to the Buyer; and (vvi) such other documents as Seller may reasonably request for the purpose of The Closing Payment. (1c) enabling its counsel to provide the opinion The agreements and instruments referred to in Sections 4.2(a)(ii) through (viii) and Section 2.4(a4.2(b)(v), (2) evidencing together with this Agreement, are referred to herein as the accuracy of any representation or warranty of Buyer, (3) evidencing the performance by Buyer of, or the compliance by Buyer with, any covenant or obligation required to be performed or complied with by Buyer, or (4) otherwise facilitating the consummation of the Contemplated Transactions“Transaction Agreements.”

Closing Obligations. At In addition to any other documents to be delivered under other provisions of this Agreement, at the Closing: (a) Seller or the Parent Entity, as applicable, will shall deliver or cause to be delivered to BuyerPurchaser: (i) a ▇▇▇▇ of sale executed by Seller for all of the Purchased Assets that are personal property in substantially the same form as Exhibit 2.5(a)(i) (the “▇▇▇▇ of Sale”); (ii) a trademark assignment for each of the Seller’s Trademarks in substantially the same form as Exhibit 2.5(a)(ii) (the “Trademark Assignment”); (iii) a patent assignment for each of the Seller’s Patents in substantially the same form as Exhibit 2.5(a)(iii) (the “Patent Assignment”); (iv) a copyright assignment for each of the Seller’s Copyrights in substantially the same form as Exhibit 2.5(a)(iv) (the “Copyright Assignment”); (v) one or more assignment and assumption agreements executed by Seller for each of the Assumed Contracts (the “Assignment and Assumption Agreements”); (vi) each of the Consents identified on Schedule 4.3 as a required Consent; (vii) such other bills of sale, endorsements, consents, assignments, and other good and sufficient instruments certificates of conveyance and assignment as shall be reasonably required by the Buyer and its counsel and as shall be effective to vest in the Buyer good and marketable title in and to all the Company Assets, together with copies of all the contracts, agreements, commitments, books, records, files, computer data, computer disks, electronic storage mediatitle, documents and other instruments of transfer and conveyance as may reasonably be requested by Purchaser, each in form and substance satisfactory to Purchaser and its legal counsel and executed by Seller, including the like relating to assignment of any Intellectual Property rights that may have arisen in any independent contractors of the Company Assets.Seller by virtue of work performed by such contractors; (ii) the Intellectual Property Assignment in the form attached hereto as EXHIBIT 2.4(a)(ii). ------------------ (iii) separate Employment Agreements for each of the employees listed on Exhibit 2.4(a)(iii)-1 and in the form attached hereto as Exhibit --------------------- ------- 2.4(a)(iii)-2 (the "Employment Agreements"); ------------- (iv) the Non-Competition Agreement in the form attached hereto as EXHIBIT 2.4(a)(iv) (the "Non-Competition Agreement"); ------------------ (vviii) a certificate executed by on behalf of Seller and as to the Parent Entity representing and warranting to Buyer that each accuracy of Seller's and the Parent Entity's its representations and warranties in 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 in accordance with Section 7.1 and as if made on the Closing Date (the "Seller's Closing Certificate"); (vi) opinion(s) to its compliance with and performance of counsel, dated the Closing Date, in the form of EXHIBIT 2.4(a)(vi); its covenants and ----------------- (vii) such other documents as Buyer may reasonably request for the purpose of (1) enabling its counsel to provide the opinion referred to in Section 2.4(b), (2) evidencing the accuracy of any of Seller's and/or the Parent Entity's representations and warranties, (3) evidencing the performance by Seller of, or the compliance by Seller with, any covenant or obligation required obligations to be performed or complied with by at or before the Seller, or Closing in accordance with Section 7.2; and (4ix) otherwise facilitating an Escrow Agreement in substantially the consummation or performance of any of same form as Exhibit 2.5(a)(ix) hereto (the Contemplated Transactions“Escrow Agreement”). (b) Buyer will Purchaser shall deliver to the Seller (or to such other Persons designated below):Seller: (i) the cash portion of the Purchase Price and appropriate agreements evidencing described in Section 3.2 other than the assumption of certain liabilities (Down Payment paid as provided described in Sections 2.2(a) and 2.5 below)Section 3.1; (ii) Assignment and Assumption Agreement for the Non-Competition Agreement and the Employment Agreements, all Assumed Liabilities executed by BuyerPurchaser; (iii) a certificate executed by Buyer representing and warranting Purchaser as to the Seller and the Parent Entity that each accuracy of Buyer's its representations and warranties in 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 in accordance with Section 8.1 and as if made on the Closing Date (the "Buyer's Closing Certificate"). (iv) opinion(s) to its compliance with and performance of counsel, dated the Closing Date, in the form of Exhibit 2.4(b)(iv); and (v) such other documents as Seller may reasonably request for the purpose of (1) enabling its counsel to provide the opinion referred to in Section 2.4(a), (2) evidencing the accuracy of any representation or warranty of Buyer, (3) evidencing the performance by Buyer of, or the compliance by Buyer with, any covenant or obligation required covenants and obligations to be performed or complied with by Buyer, at or before the Closing in accordance with Section 8.2; and (4iv) otherwise facilitating the consummation of the Contemplated TransactionsEscrow Agreement.

Closing Obligations. At the Closing: (a) Seller Sellers or the Parent EntityCompany, as applicable, will deliver or cause to be delivered to Buyer: (i) such bills certificates representing the Shares, duly endorsed (or accompanied by duly executed stock powers), with signatures of sale, endorsements, consents, assignmentsSellers in attendance at Closing notarized at Closing, and other good and sufficient instruments signatures of conveyance and assignment as shall be reasonably required Sellers not in attendance guaranteed by a commercial bank or by a member firm of the Buyer and its counsel and as shall be effective New York Stock Exchange, for transfer to vest in the Buyer good and marketable title in and to all the Company Assets, together with copies of all the contracts, agreements, commitments, books, records, files, computer data, computer disks, electronic storage media, documents and the like relating to the Company Assets.Buyer; (ii) the Intellectual Property Assignment Consulting Agreements executed by ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ in the form attached hereto as EXHIBIT 2.4(a)(ii2.4(a) (the "Consulting -------------- Agreement"). ------------------;] (iii) separate Employment Agreements for each of the employees listed on Exhibit 2.4(a)(iii)-1 ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ and ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ and in the form attached hereto as Exhibit --------------------- EXHIBIT ------- 2.4(a)(iii)-2 2.4(a)(iii) (the "Employment Agreements"); -------------;] ----------- (iv) the Non-Competition Agreement in the form attached hereto as EXHIBIT 2.4(a)(iv) (the "Non-Competition Agreement"); ------------------ (v) a certificate executed by Seller Sellers and the Parent Entity Company representing and warranting to Buyer that (A) there have been no material changes, amendments or modifications of or to the then current Organizational Documents of the Company since the date of each of Seller's the Organizational Documents; and the Parent Entity's (B) each of Sellers' representations and warranties in 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 (the "Seller's Sellers' Closing Certificate"); (viv) opinion(s) of counsel, dated the Closing Date, in the form of EXHIBIT 2.4(a)(v) and an additional opinion of counsel that all ----------------- Government Authorizations necessary for Closing have been obtained, including without limitation those of the State of Missouri or its subdivisions or instrumentalities in form and substance reasonably acceptable to Buyer; and (vi) separate Non-Competition Agreements executed by ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇., ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, and ▇.▇. ▇▇▇▇▇▇▇▇ in the form attached hereto as EXHIBIT 2.4(a)(vi) (the "Non-Competition Agreements"); and -----------------and (vii) such other documents as Buyer may reasonably request for the purpose of (1) enabling its counsel to provide the opinion referred to in Section 2.4(b), (2) evidencing the accuracy of any of Seller's and/or the Parent Entity's Sellers' representations and warranties, (3) evidencing the performance by Seller Sellers of, or the compliance by Seller Sellers with, any covenant or obligation required to be performed or complied with by the SellerSellers, or (4) otherwise facilitating the consummation or performance of any of the Contemplated Transactions. (b) Buyer will deliver to the each Seller (or to such other Persons designated below): (i) the cash portion such Seller's share of the Purchase Price and appropriate agreements evidencing as set forth in instructions to be provided by Sellers together with the assumption of certain liabilities (as provided in Sections 2.2(a) and 2.5 below);Pro Forma Balance Sheet. (ii) any consulting fees or other compensation required to be paid at Closing pursuant to the terms of the Consulting Agreement, the Non-Competition Agreement Agreements and/or the Employment Agreements; (iii) the Consulting Agreement, the Non-Competition Agreements and the Employment Agreements, all executed by Buyer;] (iiiiv) a certificate executed by Buyer representing and warranting to the Seller and the Parent Entity that effect that, except as otherwise stated in such certificate, each of Buyer's representations and warranties in 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 (the "Buyer's Closing Certificate"). (ivv) opinion(s) of counsel, dated the Closing Date, in the form of Exhibit 2.4(b)(ivEXHIBIT 2.4(b)(v); andand ----------------- (vvi) such other documents as Seller Sellers may reasonably request for the purpose of (1) enabling its counsel to provide the opinion referred to in Section 2.4(a), (2) evidencing the accuracy of any representation or warranty of Buyer, (3) evidencing the performance by Buyer of, or the compliance by Buyer with, any covenant or obligation required to be performed or complied with by Buyer, or (4) otherwise facilitating the consummation of the Contemplated Transactions.

Closing Obligations. (a) At the Closing: (a) , Seller or the Parent Entity, as applicable, will shall deliver or cause to be delivered to Buyer: (i) such bills a bill of sale, endorsements, consents, assignments, and other good and sufficient instruments sale for all of conveyance and assignment as shall be reasonably required by the Buyer and its counsel and as shall be effective to vest in the Buyer good and marketable title in and to all the Company Assets, together with copies of all the contracts, agreements, commitments, books, records, files, computer data, computer disks, electronic storage media, documents and the like relating to the Company Assets. (ii) the Intellectual Property Assignment Assets in the form attached hereto as EX▇▇▇▇T 1.7(A)(I) (the "BILL OF SALE"), executed by Seller; (ii) an assign▇▇▇▇ of all of the Assets which are intangible personal property in the form of EXHIBIT 2.4(a)(ii1.7(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) separate Employment Agreements for with respect to each interest in real property leased by Seller as set forth in SCHEDULE 2.6(B) below, an Assignment and Assumption of the employees listed on Exhibit 2.4(a)(iii)-1 and Lease in the form attached hereto as Exhibit --------------------- ------- 2.4(a)(iii)-2 (the "Employment Agreements"); ------------- (iv) the Non-Competition Agreement in the form attached hereto as of EXHIBIT 2.4(a)(iv1.7(A)(III) (the "Non-Competition AgreementASSIGNMENT AND ASSUMPTION OF Lease"); ------------------ (v) a certificate , executed by Seller and the Parent Entity representing applicable lessor; (iv) copies of any other consent (excluding consents relating to the Non-Material Contracts (as defined in SECTION 1.8 below) required to be obtained in connection with the execution and warranting to Buyer that each of Seller's and the Parent Entity's representations and warranties in this Agreement was accurate in all material respects as of the date delivery of this Agreement and is accurate in all material respects as the consummation of the Closing Date transactions contemplated hereby as if made disclosed on SCHEDULE 2.2(C); (v) an escrow agreement in the Closing Date form of EXHIBIT 1.7(A)(V), executed by Seller, Buyer and the Escrow Agent (the "Seller's Closing CertificateESCROW AGREEMENT"); (vi) opinion(sthe employment agreement in the form of EXHIBIT 1.7(A)(VI), executed by Sandor P. Zirulnik (the "EMPLOYMENT AGREEMENT"); (vii) a certificate of counselthe Secretary of Seller certifying, as complete and accurate as of the Closing, attached copies of the Articles of Incorporation and the bylaws of Seller, certifying and attaching all requisite resolutions or actions of Seller's shareholders approving the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby and the change of name contemplated by SECTION 4.5 and certifying to the incumbency of the officers of Seller executing this Agreement and any other document relating to the transactions contemplated hereby and accompanied by the requisite documents for abandoning Seller's fictitious business name; (viii) an opinion of counsel of the Seller, dated the Closing Date, in the a form of EXHIBIT 2.4(a)(vi); and -----------------customary for a similar transactions; (viiix) the Articles of Incorporation and all amendments thereto of Seller, duly certified as of a recent date by the Secretary of State of California; (x) certificates as to the good standing of Seller and payment of all applicable state taxes by Seller, executed by the appropriate officials of the jurisdiction of Seller's incorporation and each jurisdiction in which Seller is licensed or qualified to do business as a foreign corporation as specified in SCHEDULE 2.1 To the extent that such certificates cannot be provided prior to Closing, seller agrees to indemnify and hold harmless Buyer for the non-payment of sales taxes for any of the jurisdictions in which Seller is licensed and qualified to do business as a foreign corporation; and (xi) such other deeds, bills of sale, assignments, certificates of title, documents and other instruments of transfer and conveyance as Buyer may reasonably request be requested by Buyer, each in form and substance reasonably satisfactory to Buyer and its counsel and executed by Seller for the purpose of (1) enabling its counsel to provide the opinion referred to in Section 2.4(b), (2) evidencing the accuracy of any of Seller's and/or the Parent Entity's representations and warranties, (3) evidencing the performance by Seller of, or the compliance by Seller with, any covenant or obligation required to be performed or complied with by the Seller, or (4) otherwise facilitating the consummation or performance of any of the Contemplated Transactionstransactions contemplated hereby. (b) At the Closing, Buyer will shall deliver to the Seller (or to such other Persons designated below):Seller: (i) The Cash Portion and the cash portion Stock Portion in accordance with Section 1.3 of the Purchase Price and appropriate agreements evidencing the assumption of certain liabilities this Agreement, by wire transfer to accounts specified in writing by Seller (as provided in Sections 2.2(awhich wire transfer instructions must be delivered by Seller to Buyer at least one (1) and 2.5 belowBusiness Day prior to Closing); (ii) the Non-Competition Agreement Assignment and the Employment AgreementsAssumption Agreement, all executed by Buyer; (iii) a certificate The Escrow Agreement, executed by Buyer representing and warranting the Escrow Agent, together with the delivery of the Promissory Note 1, in the amount equal to Three Hundred Thousand and No/100 Dollars ($300,000) to the Seller Escrow Agent; (iv) the Employment Agreement executed by Buyer; (v) a certificate of the Secretary of Buyer certifying, as complete and accurate as of the Parent Entity that each Closing, attached copies of the bylaws of Buyer and certifying and attaching all requisite resolutions or actions of Buyer's representations board of directors approving the execution and warranties in this Agreement was accurate in all material respects as of the date delivery of this Agreement and is accurate the consummation of the transactions contemplated hereby and certifying to the incumbency of the officers of Buyer executing this Agreement and any other document relating to the transactions contemplated hereby; (vi) a stock option plan for the executives and employees of the Seller to be available to said employees subsequent to the Closing Date in all material respects the form attached hereto as EXHIBIT 1.7(B)(V), and said option plan will contain in part: (a) stock options for executives priced at the end of the Closing Date at the market value of $225,000 as if made on of the end of the Closing Date; (b) stock options for managers and employees priced at the end of the Closing Date at the market value of $75,000; (the "Buyer's Closing Certificate"). c) with a vesting schedule of three years; and (ivd) opinion(s) distribution list of counselsaid stock options to executives, dated the Closing Date, managers and employees determined by Sandor P. Zirulnik in the form of Exhibit 2.4(b)(ivhis sole discretion (which may include San▇▇▇ ▇. ▇▇▇▇▇▇▇▇); and (v) such other documents as Seller may reasonably request for the purpose of (1) enabling its counsel to provide the opinion referred to in Section 2.4(a), (2) evidencing the accuracy of any representation or warranty of Buyer, (3) evidencing the performance by Buyer of, or the compliance by Buyer with, any covenant or obligation required to be performed or complied with by Buyer, or (4) otherwise facilitating the consummation of the Contemplated Transactions.▇nd

Closing Obligations. At In addition to any other documents to be delivered under other provisions of this Agreement, at the Closing: (a) Seller or the Parent Entity, as applicable, will ATHLON shall deliver or cause to be delivered to BuyerLICENSEE: (i) such bills a ▇▇▇▇ of sale, endorsements, consents, assignments, and other good and sufficient instruments sale executed by ATHLON for all of conveyance and assignment as shall be reasonably required by the Buyer and its counsel and as shall be effective to vest Inventory in the Buyer good form attached as Exhibit 2.5(a)(i). Delivery, transfer of title and marketable title in and to all risk of loss shall occur at the Company Assets, together with copies of all the contracts, agreements, commitments, books, records, files, computer data, computer disks, electronic storage media, documents and the like relating to the Company Assets.locations where such Inventory items are currently stored; (ii) the Intellectual Property Assignment subject to Section 2.5(b)(iii), an executed assignment and assumption agreement in the form attached hereto as EXHIBIT 2.4(a)(iiset 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) separate Employment Agreements for each of the employees listed on Exhibit 2.4(a)(iii)-1 and Annual Product sales as presented in the form attached hereto as Exhibit --------------------- ------- 2.4(a)(iii)-2 (the "Employment Agreements"); -------------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 Non-Competition Agreement in Products to trade level customers (i.e., mass merchandisers, wholesalers and warehousing chains) and the form attached hereto as EXHIBIT 2.4(a)(iv) (the "Non-Competition Agreement"); ------------------names and gross sales revenues attributable to such customers. (v) such other assignments, certificates of title, documents and other instruments of transfer and conveyance as may reasonably be requested by LICENSEE, each in form and substance satisfactory to LICENSEE and its legal counsel and executed by ATHLON; (vi) a certificate executed by Seller and on behalf of ATHLON as to the Parent Entity representing and warranting to Buyer that each accuracy of Seller's and the Parent Entity's their representations and warranties in 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 in accordance with Section 8.1 and as if made on the Closing Date (the "Seller's Closing Certificate"); (vi) opinion(s) to their compliance with and performance of counsel, dated the Closing Date, in the form of EXHIBIT 2.4(a)(vi); their covenants and ----------------- (vii) such other documents as Buyer may reasonably request for the purpose of (1) enabling its counsel to provide the opinion referred to in Section 2.4(b), (2) evidencing the accuracy of any of Seller's and/or the Parent Entity's representations and warranties, (3) evidencing the performance by Seller of, or the compliance by Seller with, any covenant or obligation required obligations to be performed or complied with at or before the Closing in accordance with Section 8.2; (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 “Operational Agreement”); (viii) written certification that there is no, and that ATHLON has no knowledge of any bases for any, Action or Proceeding by the SellerFDA pending or threatened against the Product; and (ix) the most recent wholesaler inventory reports from Cardinal, or 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 (4) otherwise facilitating the consummation or performance of any of the Contemplated Transactions“Wholesale Reports”). (b) Buyer will LICENSEE shall deliver to the Seller (or to such other Persons designated below):ATHLON: (i) the cash portion of the Purchase Price One Million Five Hundred Thousand and appropriate agreements evidencing the assumption of certain liabilities No/100 Dollars (as provided in Sections 2.2(a$1,500,000.00) and 2.5 below); (ii) the Non-Competition Agreement and Shares of LICENSEE common stock comprising the Employment Agreements, all executed by Buyerportion of the Purchase Price described in Section 3.1(b); (iii) either, the Great Southern Labs Assignment and 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 Buyer representing and warranting LICENSEE as to the Seller and the Parent Entity that each accuracy of Buyer's its representations and warranties in 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 in accordance with Section 9.1 and as if made on to its compliance with and performance of its covenants and obligations to be performed or complied with at or before the Closing Date (the "Buyer's Closing Certificate"). (iv) opinion(s) of counsel, dated the Closing Date, in the form of Exhibit 2.4(b)(iv)accordance with Section 9.2; and (v) such other documents as Seller may reasonably request for the purpose of (1) enabling its counsel to provide the opinion referred to in Section 2.4(a), (2) evidencing the accuracy of any representation or warranty of Buyer, (3) evidencing the performance by Buyer of, or the compliance by Buyer with, any covenant or obligation required to be performed or complied with by Buyer, or (4) otherwise facilitating the consummation an executed copy of the Contemplated TransactionsOperational Agreement.

Closing Obligations. At the Closing: (a) Seller or the Parent Entity, as applicable, The Shareholder will deliver or cause to be delivered to Buyer: (i) such bills of sale, endorsements, consents, assignments, and other good and sufficient instruments of conveyance and assignment as shall be reasonably required by certificates representing the Shares endorsed/assigned to Buyer and its counsel and as shall be effective to vest in the Buyer good and marketable title in and to all the Company Assets, together with copies of all the contracts, agreements, commitments, books, records, files, computer data, computer disks, electronic storage media, documents and the like relating to the Company Assets.a duly executed stock power; (ii) the Intellectual Property Assignment in the form attached hereto as EXHIBIT 2.4(a)(ii). ------------------ (iii) separate Employment Agreements for each of the employees listed on Exhibit 2.4(a)(iii)-1 and in the form attached hereto as Exhibit --------------------- ------- 2.4(a)(iii)-2 (the "Employment Agreements"); ------------- (iv) the Non-Competition Agreement in the form attached hereto as EXHIBIT 2.4(a)(iv) (the "Non-Competition Agreement"); ------------------ (v) a certificate executed by Seller and the Parent Entity Company representing and warranting to Buyer that each of Seller's and the Parent EntityCompany's representations and warranties in this Agreement was were accurate in all material respects as of the date of this Agreement and is are accurate in all material respects as of the Closing Date as if made on the Closing Date (the "Seller's Closing Certificate"); (vi) opinion(s) of counsel, dated the Closing Date, in the form of EXHIBIT 2.4(a)(vi); and ----------------- (vii) such other documents as Buyer may reasonably request for the purpose of (1) enabling its counsel to provide the opinion referred to in Section 2.4(b), (2) evidencing the accuracy of any of Seller's and/or the Parent Entity's representations and warranties, (3) evidencing the performance by Seller of, or the compliance by Seller with, any covenant or obligation required to be performed or complied with by the Seller, or (4) otherwise facilitating the consummation or performance of any of the Contemplated Transactions. (b) Buyer will deliver to the Seller (or to such other Persons designated below): (i) the cash portion of the Purchase Price and appropriate agreements evidencing the assumption of certain liabilities (as provided in Sections 2.2(a) and 2.5 below); (ii) the Non-Competition Agreement and the Employment Agreements, all executed by Buyer;and (iii) a certificate executed by Buyer the Shareholder representing and warranting to the Seller and the Parent Entity Buyer that each of Buyer's the Shareholder representations and warranties in this Agreement was were accurate in all material respects as of the date of this Agreement and is are accurate in all material respects as of the Closing Date as if made on the Closing Date (the "Buyer's Closing Certificate").Date; and (iv) opinion(sa Non-Competition Agreement in the form of Exhibit 3.3(a)(iv) attached hereto; (v) an opinion of counselcounsel for each of the Company and the Shareholder in form satisfactory to Buyer that (A) the Agreement constitutes the valid and binding obligation of the Company and of the Shareholder, dated enforceable in accordance with its terms, (B) the Closing DateCompany is duly incorporated, validly existing and in good standing under the laws of the State of Delaware, and (C) the transfer of the Shares as contemplated is in accordance with the Securities Act. (vi) an assignment (if not previously or concurrently made to the Company), in the form of Exhibit 2.4(b)(iv)3.3(a)(vi) attached hereto, by General Nutrition Investment Company, a Delaware corporation, of the Intellectual Property Assets; (vii) an amendment to the Assumed Note in substantially the form of Exhibit 3.3(a)(vii) attached hereto; and (vviii) such other documents as Seller may reasonably request for a letter of resignation, effective immediately, from certain officers and directors of the purpose of (1) enabling its counsel to provide the opinion referred to in Section 2.4(a), (2) evidencing the accuracy of any representation or warranty of Buyer, (3) evidencing the performance by Buyer of, or the compliance by Buyer with, any covenant or obligation required to be performed or complied with Company identified by Buyer, or (4) otherwise facilitating the consummation of the Contemplated Transactions.

Closing Obligations. At In addition to any other documents to be delivered under other provisions of this Agreement, at the Closing: (a) Seller or the Parent Entity, as applicable, will Sellers shall deliver or cause to be delivered to Buyer: (i) a b▇▇▇ of sale, assignment and assumption agreement with respect to the assignment of the Assets to Buyer and the assumption of the Assumed Liabilities by Buyer in the form of Exhibit 2.9(a)(i) (the “B▇▇▇ of Sale, Assignment and Assumption Agreement”) executed by Sellers; (ii) a Supply Agreement in the form of Exhibit 2.9(a)(ii) executed by Parent (the “Supply Agreement”); (iii) assignments of all Registered Intellectual Property that is part of the Assets in the form of Exhibit 2.9(a)(iii) executed by the applicable Seller; (iv) such other bills of sale, endorsements, consents, assignments, documents (including the estimates of transfer tax obligations of Buyer based on the Allocation Schedule) and other good and sufficient instruments of transfer and conveyance of the Assets as may reasonably be requested by Buyer, each in form and assignment as shall be substance reasonably required by the satisfactory to Buyer and its legal counsel and as shall be effective to vest in executed by the Buyer good and marketable title in and to all the Company Assets, together with copies of all the contracts, agreements, commitments, books, records, files, computer data, computer disks, electronic storage media, documents and the like relating to the Company Assets. (ii) the Intellectual Property Assignment in the form attached hereto as EXHIBIT 2.4(a)(ii). ------------------ (iii) separate Employment Agreements for each of the employees listed on Exhibit 2.4(a)(iii)-1 and in the form attached hereto as Exhibit --------------------- ------- 2.4(a)(iii)-2 (the "Employment Agreements"); ------------- (iv) the Non-Competition Agreement in the form attached hereto as EXHIBIT 2.4(a)(iv) (the "Non-Competition Agreement"); ------------------applicable Seller; (v) a certificate executed by Seller and the Parent Entity representing and warranting to Buyer that each of Seller's and the Parent Entity's representations and warranties in 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 Estimated Closing Date as if made on the Closing Date (the "Seller's Closing Certificate")Balance Sheet; (vi) opinion(s) of counsel, dated the Closing Date, Industrial Lease Agreement in the form of EXHIBIT 2.4(a)(viExhibit 2.9(a)(vi) (the “Lease Agreement”); and -----------------, executed by Parent or one of its Affiliates, as lessor; (vii) such other documents as the Transition Services Agreement in the form of Exhibit 2.9(a)(vii) executed by Parent (the “Transition Services Agreement”); (viii) one or more subcontracts in form and substance reasonably satisfactory to Sellers and Buyer may reasonably request for covering each of the purpose Seller Contracts that is subject to the provisions of (1) enabling its counsel to provide the opinion referred to in Section 2.4(b10.6(c), executed by each applicable Seller and, if necessary, one or more of its Affiliates (2each, a “Subcontract”); (ix) evidencing the accuracy certificate required by Section 7.1; (x) a certificate of any the Secretary of each Seller certifying, as complete and accurate as of the Closing, attached copies of the Articles of Incorporation in the case of the Parent, Certificates of Incorporation in the case of SDDA, SSPI and SSI, Deed of Trust in the case of S&S Trust, and bylaws of such Seller as in effect on the date thereof, certifying and attaching all requisite resolutions or actions of such Seller's and/or ’s board of directors (or its equivalent) approving the Parent Entity's representations execution and warranties, (3) evidencing the performance by Seller of, or the compliance by Seller with, any covenant or obligation required to be performed or complied with by the Seller, or (4) otherwise facilitating delivery of this Agreement and the consummation or performance of any of the Contemplated Transactions and certifying to the incumbency and signatures of the officers of such Seller executing this Agreement and any other document relating to the Contemplated Transactions; (xi) the Confirmation of Closing in the form of Exhibit 2.9(a)(xi) executed by Parent (the “Confirmation of Closing”); (xii) copies of all Consents which have been obtained by Sellers in connection with the Contemplated Transactions; (xiii) the Affidavit of Occasional Sale; (xiv) a certificate signed by each Seller stating that such Seller is not a “foreign person” as defined in Section 1445 of the Code; (xv) a copy of a Notice of Dismissal or Stipulation of Dismissal of the Varco Lawsuit in form and substance reasonably acceptable to Buyer and signed by Varco I/P, Inc. and Parent, together with evidence of filing with the United States District Court for the Northern District of Texas in the docket related to the Varco Lawsuit; (xvi) a copy of the Settlement Agreement relating to the Varco Lawsuit in the form of Exhibit 2.9(a)(xvi) or otherwise in form and substance reasonably acceptable to Buyer and signed by Varco I/P, Inc. and Parent, together with evidence of filing with the United States District Court for the Northern District of Texas in the docket related to the Varco Lawsuit; and (xvii) the Assignment and Sublicense (Varco) in the form of Exhibit 2.9(a)(xvii) (the “Assignment and Sublicense (Varco)”), executed by Parent. (b) Buyer will shall deliver to the Seller (or to such other Persons designated below):Sellers: (i) the cash portion Closing Payment by wire transfer of immediately available funds to an account specified by Sellers in a writing delivered to Buyer at least three (3) business days prior to the Purchase Price and appropriate agreements evidencing the assumption of certain liabilities (as provided in Sections 2.2(a) and 2.5 below)Closing Date; (ii) the Non-Competition B▇▇▇ of Sale, Assignment and Assumption Agreement and the Employment Agreements, all executed by Buyer; (iii) the sales tax exemption certificates described in Section 2.6(b), each in form and substance reasonably satisfactory to Sellers and their legal counsel and executed by Buyer; (iv) the Lease Agreement executed by Buyer, as tenant; (v) the Transition Services Agreement executed by Buyer; (vi) each Subcontract executed by Buyer; (vii) the certificate required by Section 8.1; (viii) a certificate executed by of the Secretary of Buyer representing certifying, as complete and warranting to the Seller and the Parent Entity that each of Buyer's representations and warranties in this Agreement was accurate in all material respects as of the Closing, attached copies of the Certificate of Incorporation and bylaws of Buyer as in effect on the date thereof and certifying and attaching all requisite resolutions or actions of Buyer’s board of directors approving the execution and delivery of this Agreement and is accurate in all material respects as of the Closing Date as if made on the Closing Date (the "Buyer's Closing Certificate"). (iv) opinion(s) of counsel, dated the Closing Date, in the form of Exhibit 2.4(b)(iv); and (v) such other documents as Seller may reasonably request for the purpose of (1) enabling its counsel to provide the opinion referred to in Section 2.4(a), (2) evidencing the accuracy of any representation or warranty of Buyer, (3) evidencing the performance by Buyer of, or the compliance by Buyer with, any covenant or obligation required to be performed or complied with by Buyer, or (4) otherwise facilitating 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; (ix) the Supply Agreement executed by Buyer; and (x) the Confirmation of Closing executed by Buyer.

Closing Obligations. (a) At the Closing:, Seller shall deliver to Purchasers certificates representing the Shares, duly endorsed (or accompanied by duly executed stock powers). (ab) At the Closing, Purchasers shall deliver (i) to Seller or the Parent Entitysum of Two Hundred Sixteen Million Dollars ($216,000,000), as and, if applicable, will the Additional Amount, and (ii) to Seller, or an Affiliate of Seller in accordance with written instructions from Seller, a holding statement in respect of the CPU Shares in accordance with the ASTC Settlement Rules. (c) At the Closing, CPU shall (i) apply for official quotation of the CPU Shares on the Australian Stock Exchange ("ASX") by delivering an ASX Listing Rule Appendix 3B to the ASX with a copy to Seller, and, subject to Section 2.5(a) and Section 2.5(b), (ii) deliver or a notice that complies with section 708A(5)(e) and 708A(6) of the Australian Corporations Act (the "DISCLOSURE NOTICE") to the ASX with a copy to Seller. (d) At the Closing, Seller shall, and shall cause its relevant Affiliates to, execute and deliver the Ancillary Agreements to which Seller and/or such Affiliates are proposed to be delivered a party. (e) Purchasers shall, and shall cause the Companies to, execute and deliver the Ancillary Agreements to Buyerwhich Purchasers and/or either Company is proposed to be a party. (f) At the Closing, Seller shall deliver to Purchasers: (i) such bills a true and correct copy of salethe Certificate of Incorporation of each Company, endorsements, consents, assignments, and other good and sufficient instruments of conveyance and assignment as shall be reasonably required certified by the Buyer and its counsel and Secretary of State of the State of Delaware or the OCC, as shall be effective to vest in the Buyer good and marketable title in and to all the Company Assets, together with copies of all the contracts, agreements, commitments, books, records, files, computer data, computer disks, electronic storage media, documents and the like relating to the Company Assetsapplicable. (ii) the Intellectual Property Assignment in the form attached hereto as EXHIBIT 2.4(a)(ii). ------------------ (iii) separate Employment Agreements for each a true and correct copy of the employees listed on Exhibit 2.4(a)(iii)-1 and Bylaws of each Company, together with all amendments thereto, in the form attached hereto as Exhibit --------------------- ------- 2.4(a)(iii)-2 (the "Employment Agreements"); ------------- (iv) the Non-Competition Agreement in the form attached hereto as EXHIBIT 2.4(a)(iv) (the "Non-Competition Agreement"); ------------------ (v) a certificate executed by Seller and the Parent Entity representing and warranting to Buyer that each of Seller's and the Parent Entity's representations and warranties in this Agreement was accurate in all material respects as of the date of this Agreement and is accurate in all material respects effect as of the Closing Date as if made on the Closing Date (the "Seller's Closing Certificate"); (vi) opinion(s) of counsel, dated the Closing Date, in the form of EXHIBIT 2.4(a)(vi); and ----------------- (vii) such other documents as Buyer may reasonably request for the purpose of (1) enabling its counsel to provide the opinion referred to in Section 2.4(b), (2) evidencing the accuracy of any certified by an officer of Seller's and/or the Parent Entity's representations and warranties, (3) evidencing the performance by Seller of, or the compliance by Seller with, any covenant or obligation required to be performed or complied with by the Seller, or (4) otherwise facilitating the consummation or performance of any of the Contemplated Transactions. (b) Buyer will deliver to the Seller (or to such other Persons designated below): (i) the cash portion of the Purchase Price and appropriate agreements evidencing the assumption of certain liabilities (as provided in Sections 2.2(a) and 2.5 below); (ii) the Non-Competition Agreement and the Employment Agreements, all executed by Buyer; (iii) a certificate executed by Buyer representing of good standing for each Company from its jurisdiction of incorporation and warranting each of the states in which it is qualified to do business, dated no more than seven (7) days prior to the Seller and the Parent Entity that each of Buyer's representations and warranties in 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 (the "Buyer's Closing Certificate")Date. (iv) opinion(s) letters of counsel, dated resignation executed by each of the officers and directors of the Companies who are employees of Seller and those identified by CPU a reasonable time prior to the Closing Date, in the form or proof of Exhibit 2.4(b)(iv); andtheir termination or removal. (v) such other documents as Seller may reasonably request all original stock books, registers and records for the purpose of (1) enabling its counsel to provide Companies, including the opinion referred to in Section 2.4(a)corporate seal, (2) evidencing the accuracy of any representation or warranty of Buyer, (3) evidencing the performance by Buyer of, or the compliance by Buyer with, any covenant or obligation required to be performed or complied with by Buyer, or (4) otherwise facilitating the consummation of the Contemplated Transactionsif any.

Closing Obligations. At In addition to any other documents to be delivered under other provisions of this Agreement, at the Closing: (a) Seller or the Parent Entity, as applicable, will shall deliver or cause to be delivered to BuyerPurchaser: (i) a ▇▇▇▇ of sale executed by Seller for all of the Purchased Assets that are personal property in substantially the same form as Exhibit 2.5(a)(i) (the "▇▇▇▇ of Sale"); (ii) a trademark assignment for each of the Seller's Trademarks in substantially the same form as Exhibit 2.5(a)(ii) (the "Trademark Assignment"); (iii) a patent assignment for each of the Seller's Patents in substantially the same form as Exhibit 2.5(a)(iii) (the "Patent Assignment"); (iv) a copyright assignment for each of the Seller's Copyrights in substantially the same form as Exhibit 2.5(a)(iv) (the "Copyright Assignment"); (v) one or more assignment and assumption agreements executed by Seller for each of the Assumed Contracts (the "Assignment and Assumption Agreements"); (vi) each of the Consents identified on Schedule 4.3 as a required Consent; (vii) such other bills of sale, endorsements, consents, assignments, and other good and sufficient instruments certificates of conveyance and assignment as shall be reasonably required by the Buyer and its counsel and as shall be effective to vest in the Buyer good and marketable title in and to all the Company Assets, together with copies of all the contracts, agreements, commitments, books, records, files, computer data, computer disks, electronic storage mediatitle, documents and other instruments of transfer and conveyance as may reasonably be requested by Purchaser, each in form and substance satisfactory to Purchaser and its legal counsel and executed by Seller, including the like relating to assignment of any Intellectual Property rights that may have arisen in any independent contractors of the Company Assets.Seller by virtue of work performed by such contractors; (ii) the Intellectual Property Assignment in the form attached hereto as EXHIBIT 2.4(a)(ii). ------------------ (iii) separate Employment Agreements for each of the employees listed on Exhibit 2.4(a)(iii)-1 and in the form attached hereto as Exhibit --------------------- ------- 2.4(a)(iii)-2 (the "Employment Agreements"); ------------- (iv) the Non-Competition Agreement in the form attached hereto as EXHIBIT 2.4(a)(iv) (the "Non-Competition Agreement"); ------------------ (vviii) a certificate executed by on behalf of Seller and as to the Parent Entity representing and warranting to Buyer that each accuracy of Seller's and the Parent Entity's its representations and warranties in 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 in accordance with Section 7.1 and as if made on the Closing Date (the "Seller's Closing Certificate"); (vi) opinion(s) to its compliance with and performance of counsel, dated the Closing Date, in the form of EXHIBIT 2.4(a)(vi); its covenants and ----------------- (vii) such other documents as Buyer may reasonably request for the purpose of (1) enabling its counsel to provide the opinion referred to in Section 2.4(b), (2) evidencing the accuracy of any of Seller's and/or the Parent Entity's representations and warranties, (3) evidencing the performance by Seller of, or the compliance by Seller with, any covenant or obligation required obligations to be performed or complied with by at or before the Seller, or Closing in accordance with Section 7.2; and (4ix) otherwise facilitating an Escrow Agreement in substantially the consummation or performance of any of same form as Exhibit 2.5(a)(ix) hereto (the Contemplated Transactions"Escrow Agreement"). (b) Buyer will Purchaser shall deliver to the Seller (or to such other Persons designated below):Seller: (i) the cash portion of the Purchase Price and appropriate agreements evidencing the assumption of certain liabilities (as provided described in Sections 2.2(a) and 2.5 below)Section 3.1; (ii) Assignment and Assumption Agreement for the Non-Competition Agreement and the Employment Agreements, all Assumed Liabilities executed by BuyerPurchaser; (iii) a certificate executed by Buyer representing and warranting Purchaser as to the Seller and the Parent Entity that each accuracy of Buyer's its representations and warranties in 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 in accordance with Section 8.1 and as if made on the Closing Date (the "Buyer's Closing Certificate"). (iv) opinion(s) to its compliance with and performance of counsel, dated the Closing Date, in the form of Exhibit 2.4(b)(iv); and (v) such other documents as Seller may reasonably request for the purpose of (1) enabling its counsel to provide the opinion referred to in Section 2.4(a), (2) evidencing the accuracy of any representation or warranty of Buyer, (3) evidencing the performance by Buyer of, or the compliance by Buyer with, any covenant or obligation required covenants and obligations to be performed or complied with by Buyer, at or before the Closing in accordance with Section 8.2; and. (4iv) otherwise facilitating the consummation of the Contemplated TransactionsEscrow Agreement.

Closing Obligations. At In addition to any other documents to be delivered under other provisions of this Agreement, at the Closing, except with regard to the items set forth in Sections 2.9(a)(iv), (v), (viii), (x) and (xi), which conditions shall be satisfied by 5:00 p.m. Wisconsin time on the day before the hearing on the approval of the Sale Order: (a) Seller or the Parent EntitySeller, Shareholder and Anchor, as applicablethe case may be, will shall deliver or cause to be delivered to BuyerIIS: (i) such bills a ▇▇▇▇ of sale, endorsements, consents, assignments, and other good and sufficient instruments of conveyance and assignment as shall be reasonably required by sale for the Buyer and its counsel and as shall be effective to vest Purchased Assets that are tangible personal property in the Buyer good and marketable title in and to all form of Schedule 2.9(a)(i) (the Company Assets"▇▇▇▇ of Sale"), together with copies of all the contracts, agreements, commitments, books, records, files, computer data, computer disks, electronic storage media, documents and the like relating to the Company Assets.executed by Seller; (ii) an assignment of all of the Intellectual Property Assignment Purchased Assets that are intangible personal property in the form attached hereto as EXHIBIT 2.4(a)(iiof Schedule 2.9(a)(ii) (the "Assignment of Contract Rights"). ------------------, executed by Seller; (iii) assignments of all telephone numbers, assignments of all copyrights and a separate Employment Agreements for each assignment of the employees listed on Exhibit 2.4(a)(iii)-1 all marks, trade secrets and net names both in the form attached hereto as Exhibit --------------------- ------- 2.4(a)(iii)-2 set forth on Schedule 2.9(a)(iii) (the "Employment AgreementsAssignment of Copyrights" and the "Assignment of Marks, Trade Secrets and Net Names"); -------------, executed by Seller; (iv) valid and binding assignment of Transferred Customer contracts to IIS and consent to such transfer from the Non-Competition Agreement in the form attached hereto as EXHIBIT 2.4(a)(ivtop twenty (20) Transferred Customers, ranked by invoiced amounts during 2001 (the "Non-Competition Agreement"); ------------------ (v) a certificate executed by Seller and the Parent Entity representing and warranting to Buyer that each of Seller's and the Parent Entity's representations and warranties in 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 (the "Seller's Closing CertificateTop Twenty Customers"); (v) valid and binding assignment of those Reseller Contracts to IIS and consent to such transfer from the counterparties to those Reseller; (vi) opinion(s) a true and correct copy of counselthe Sale Order issued by the Court, dated satisfactory to IIS in form and substance, authorizing the Closing Datesale of the Purchased Assets to IIS in accordance with the terms hereof, in together with any other necessary or desirable approvals or authorizations of the form of EXHIBIT 2.4(a)(vi); and -----------------Court or any creditors or other parties pursuant to the Chapter 128 Creditors' Action; (vii) a list of Eligible Anchor Receivables and such other deeds, bills of sale, assignments, certificates of title, documents and other instruments of transfer and conveyance as Buyer may reasonably request for the purpose of (1) enabling be requested by IIS, each in form and substance reasonably satisfactory to IIS and its legal counsel to provide the opinion referred to in Section 2.4(b), (2) evidencing the accuracy of any of Seller's and/or the Parent Entity's representations and warranties, (3) evidencing the performance by Seller of, or the compliance by Seller with, any covenant or obligation required to be performed or complied with by the Seller, or (4) otherwise facilitating the consummation or performance of any of the Contemplated Transactions. (b) Buyer will deliver to the Seller (or to such other Persons designated below): (i) the cash portion of the Purchase Price and appropriate agreements evidencing the assumption of certain liabilities (as provided in Sections 2.2(a) and 2.5 below); (ii) the Non-Competition Agreement and the Employment Agreements, all executed by BuyerSeller; (iii) a certificate executed by Buyer representing and warranting to the Seller and the Parent Entity that each of Buyer's representations and warranties in 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 (the "Buyer's Closing Certificate"). (iv) opinion(s) of counsel, dated the Closing Date, in the form of Exhibit 2.4(b)(iv); and (v) such other documents as Seller may reasonably request for the purpose of (1) enabling its counsel to provide the opinion referred to in Section 2.4(a), (2) evidencing the accuracy of any representation or warranty of Buyer, (3) evidencing the performance by Buyer of, or the compliance by Buyer with, any covenant or obligation required to be performed or complied with by Buyer, or (4) otherwise facilitating the consummation of the Contemplated Transactions.

Closing Obligations. At On the ClosingClosing Dates: (a) Seller or the Parent Entity, as applicable, Sellers will deliver or cause to be delivered to Buyer: (i) such bills of salecertificates representing the Shares, endorsementsduly endorsed or accompanied by duly executed stock powers, consents, assignments, and other good and sufficient instruments of conveyance and assignment as shall be reasonably required by the Buyer and its counsel and as shall be effective for transfer to vest in the Buyer good and marketable title in and to all the Company Assets, together with copies of all the contracts, agreements, commitments, books, records, files, computer data, computer disks, electronic storage media, documents and the like relating to the Company Assets.Buyer: (ii) the Intellectual Property Assignment Consultant Contract executed by Sellers in the form of EXHIBIT 2.4 (a)(ii) attached hereto as EXHIBIT 2.4(a)(ii(the "Consultant Contract"). ------------------; (iii) separate the Employment Agreements for each of the employees listed on Exhibit 2.4(a)(iii)-1 and Agreement executed by Johnson in the form of EXHIBIT 2.4 (a)(III) attached hereto as Exhibit --------------------- ------- 2.4(a)(iii)-2 (the "Employment AgreementsJohn▇▇▇ ▇▇▇loyment Agreement"); -------------; (iv) the Non-Competition Agreement Sellers Release executed by ▇▇▇▇▇▇▇ in the form of EXHIBIT 2.4(a)(IV) attached hereto as EXHIBIT 2.4(a)(iv) (the "Non-Competition Agreement"); ------------------hereto; (v) the minute book of the Company, containing the stock transfer records; and, (vi) a certificate executed by Seller and the Parent Entity Sellers representing and warranting to Buyer that each of Seller's and the Parent Entity's Sellers' representations and warranties in 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 Dates as if made on the Closing Date (the "Seller's Closing Certificate"); (vi) opinion(s) of counsel, dated the Closing Date, in the form of EXHIBIT 2.4(a)(vi); and ----------------- (vii) such other documents as Buyer may reasonably request for the purpose of (1) enabling its counsel to provide the opinion referred to in Section 2.4(b), (2) evidencing the accuracy of any of Seller's and/or the Parent Entity's representations and warranties, (3) evidencing the performance by Seller of, or the compliance by Seller with, any covenant or obligation required to be performed or complied with by the Seller, or (4) otherwise facilitating the consummation or performance of any of the Contemplated TransactionsDates. (b) Buyer will deliver to the Seller (or to such other Persons designated below):Sellers: (i) the cash portion of Cash Consideration according to Sellers' wire transfer instructions, the Purchase Price First Note executed by Buyer, the Second Note executed by Buyer, the Third Note executed by Buyer, the Secured Note executed by Buyer, the Security Agreement executed by the Nextgen Shareholders, the Nextgen Promissory Notes, Nextgen Assignment executed by Buyer and appropriate agreements evidencing the assumption of certain liabilities (as provided in Sections 2.2(a) and 2.5 below)Warrant Agreement executed by Buyer; (ii) the Non-Competition Agreement and the Employment Agreements, all Consultant Contract executed by the Company and/or Buyer; (iii) the Johnson Employment Agreement executed by the Company and/or Buyer; (i▇) ▇▇▇ Buyer Release executed by Buyer in the form of EXHIBIT 2.4(b)(IV) attached hereto; (v) an opinion of counsel dated the Closing Date in the form of EXHIBIT 2.4(b)(v) attached hereto opining as to the matters described in Sections 4.1, 4.2, 4.4, 4.6 and 4.7; and, (vi) a certificate executed by Buyer representing and warranting to the Seller and the Parent Entity effect that each of Buyer's representations and warranties in 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 Dates as if made on the Closing Date (the "Buyer's Closing Certificate")Dates. (iv) opinion(s) of counsel, dated the Closing Date, in the form of Exhibit 2.4(b)(iv); and (v) such other documents as Seller may reasonably request for the purpose of (1) enabling its counsel to provide the opinion referred to in Section 2.4(a), (2) evidencing the accuracy of any representation or warranty of Buyer, (3) evidencing the performance by Buyer of, or the compliance by Buyer with, any covenant or obligation required to be performed or complied with by Buyer, or (4) otherwise facilitating the consummation of the Contemplated Transactions.

Closing Obligations. At the Closing: (a) Seller or the Parent Entity, as applicable, will deliver or cause to be delivered to Buyer: (i) such bills of sale, endorsements, consents, assignments, and other good and sufficient instruments of conveyance and assignment as shall be reasonably required by the Buyer and its counsel and as shall be effective to vest in the Buyer good and marketable title in and to all the Company Assets, together with copies of all the contracts, agreements, commitments, books, records, files, computer data, computer disks, electronic storage media, documents and the like relating to the Company Assets. (ii) the Intellectual Property Assignment in the form attached hereto as EXHIBIT Exhibit 2.4(a)(ii). ------------------ (iii) separate Employment Agreements for each of the employees listed on Exhibit 2.4(a)(iii)-1 and in the form attached hereto as --------------------- Exhibit --------------------- ------- 2.4(a)(iii)-2 (the "Employment Agreements"); ---------------------------------- (iv) the Non-Competition Agreement in the form attached hereto as EXHIBIT Exhibit 2.4(a)(iv) (the "Non-Competition Agreement"); ------------------ (v) a certificate executed by Seller and the Parent Entity representing and warranting to Buyer that each of Seller's and the Parent Entity's representations and warranties in 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 (the "Seller's Closing Certificate"); (vi) opinion(s) of counsel, dated the Closing Date, in the form of EXHIBIT Exhibit 2.4(a)(vi); and ----------------------------------- (vii) such other documents as Buyer may reasonably request for the purpose of (1) enabling its counsel to provide the opinion referred to in Section 2.4(b), (2) evidencing the accuracy of any of Seller's and/or the Parent Entity's representations and warranties, (3) evidencing the performance by Seller of, or the compliance by Seller with, any covenant or obligation required to be performed or complied with by the Seller, or (4) otherwise facilitating the consummation or performance of any of the Contemplated Transactions. (b) Buyer will deliver to the Seller (or to such other Persons designated below): (i) the cash portion of the Purchase Price and appropriate agreements evidencing the assumption of certain liabilities (as provided in Sections 2.2(a) and 2.5 below); (ii) the Non-Competition Agreement and the Employment Agreements, all executed by Buyer; (iii) a certificate executed by Buyer representing and warranting to the Seller and the Parent Entity that each of Buyer's representations and warranties in 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 (the "Buyer's Closing Certificate"). (iv) opinion(s) of counsel, dated the Closing Date, in the form of Exhibit 2.4(b)(iv); andand ------------------ (v) such other documents as Seller may reasonably request for the purpose of (1) enabling its counsel to provide the opinion referred to in Section 2.4(a), (2) evidencing the accuracy of any representation or warranty of Buyer, (3) evidencing the performance by Buyer of, or the compliance by Buyer with, any covenant or obligation required to be performed or complied with by Buyer, or (4) otherwise facilitating the consummation of the Contemplated Transactions.

Closing Obligations. At In addition to any other documents to be delivered under other provisions of this Agreement, at the Closing: (a) Seller or the Parent Entity, as applicable, will shall deliver or cause to be delivered to Buyer: (i) a ▇▇▇▇ of sale for all of the Assets that are Tangible Personal Property in the form of Exhibit 2.6(a)(i) (the “▇▇▇▇ 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 3.20(a), and separate assignments of all registered Marks, Patents and Copyrights in the form of Exhibit 2.6(a)(iii) executed by Seller; (iv) such other deeds, bills of sale, endorsements, consents, assignments, and certificates of title, documents and/or other good and sufficient instruments of transfer and conveyance as may reasonably be requested by Buyer, each in form and assignment as shall be reasonably required by the substance satisfactory to Buyer and its legal counsel and as shall be effective to vest in executed by Seller; (v) the Buyer good and marketable title in and to all the Company Assets, together Consents listed on Exhibit 2.6(a)(v) with copies of all the contracts, agreements, commitments, books, records, files, computer data, computer disks, electronic storage media, documents and the like relating respect to the Company Assets.Seller Contracts; (iivi) the Intellectual Property Assignment employment agreements in the form attached hereto as EXHIBIT 2.4(a)(ii). ------------------ of Exhibits 2.6(a)(vi)(1) and (iii) separate Employment Agreements for each of the employees listed on Exhibit 2.4(a)(iii)-1 and in the form attached hereto as Exhibit --------------------- ------- 2.4(a)(iii)-2 (the "Employment Agreements"); ------------- (iv) the Non-Competition Agreement in the form attached hereto as EXHIBIT 2.4(a)(iv2) (the "Non-Competition Agreement"“Employment Agreements”); ------------------; (vvii) a certificate executed by Seller and as to the Parent Entity representing and warranting to Buyer that each accuracy of Seller's and the Parent Entity's its representations and warranties in this Agreement was accurate in all material respects as of the date Closing and 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 a designed officer of Seller (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 Delaware as of a recent date), (B) certifying and attaching all requisite resolutions or actions of Seller’s managers, and the equityholders of Seller approving the execution and delivery of this Agreement and is accurate in all material respects the consummation of the Contemplated Transactions, (C) certifying to the incumbency and signatures of the officers of Seller 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 if made on to the Closing Date (good standing of Seller in the "Seller's Closing Certificate")States of Delaware and California and each jurisdiction in which Seller is licensed or qualified to do business as a foreign corporation as specified in Part 3.1(a) below; (viix) opinion(s[Intentionally Omitted]; (x) Releases of counselall Encumbrances on the Assets; (xi) the Investor Representation Statement, dated the Closing Dateexecuted by Seller, in the form of EXHIBIT 2.4(a)(viExhibit 2.6(xi); and -----------------; (viixii) [Intentionally Omitted]; (xiii) the Escrow Agreement (as defined below) executed by Seller; and (xiv) such other documents as Buyer may reasonably request for the purpose of (1) enabling its counsel to provide the opinion referred to in Section 2.4(b), (2A) evidencing the accuracy of any of Seller's and/or the Parent Entity's ’s representations and warranties, (3B) evidencing the performance by Seller ofSeller, or the compliance by Seller with, any covenant or obligation required to be performed or complied with by the SellerSeller pursuant to this Agreement, or (4C) otherwise facilitating the consummation or performance of any of the Contemplated Transactions. (b) Buyer will shall deliver to the Seller (or to such other Persons designated below):in the case of the Escrow Deposit, on behalf of) Seller: (i) the amount of cash portion determined pursuant to Sections 2.3(a) and 2.3(b), if applicable, paid by wire transfer in immediately available funds to an account specified by Seller and, if applicable, the shares of ▇▇▇▇▇.▇▇▇ Common Stock, determined pursuant to Section 2.3(b), net of the Purchase Price and appropriate agreements evidencing the assumption of certain liabilities Escrow Deposit (as provided in Sections 2.2(a) and 2.5 defined below); (ii) the Non-Competition Agreement and Escrow Deposit (as defined below) to the Employment AgreementsEscrow Agent; (iii) the ▇▇▇▇ of Sale, all executed by Buyer; (iiiiv) 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 representing and warranting as to the Seller and the Parent Entity that each accuracy of Buyer's its representations and warranties in this Agreement was accurate in all material respects as of the date Closing and as to its compliance with and performance of its covenants and obligations to be performed or complied with at or before the Closing; (viii) certificates of the 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 is accurate in the consummation of the Contemplated Transactions has been approved by all material respects requisite authority (including Buyer’s board of directors) and certifying to the incumbency and signatures of the officers of Buyer executing this Agreement and any other document relating to the Contemplated Transactions, and attaching a certificate as of a date not earlier than the tenth business day prior to the Closing Date as if made on to the Closing Date (the "Buyer's Closing Certificate"). (iv) opinion(s) good standing of counsel, dated the Closing Date, Buyer in the form States of Exhibit 2.4(b)(iv)Delaware and California; and (vix) such Such other documents as Seller may reasonably request for the purpose of (1) enabling its counsel to provide the opinion referred to in Section 2.4(a), (2A) evidencing the accuracy of any representation or warranty of Buyer, (3) evidencing the performance by Buyer of, or the compliance by Buyer with, any covenant or obligation required to be performed or complied with by Buyer, or (4) otherwise facilitating the consummation of the Contemplated Transactions.B)

Closing Obligations. At the ClosingAT THE CLOSING: (a) Seller or the Parent Entity, as applicable, Sellers will deliver or cause to be delivered to Buyer: (i) such bills of salecertificates representing the Shares, endorsementsduly endorsed (or accompanied by duly executed stock powers), consents, assignments, for transfer to Buyer in form and other good and sufficient instruments of conveyance and assignment as shall be reasonably required by the Buyer and its counsel and as shall be effective substance satisfactory to vest in the Buyer good and marketable title in and to all the Company Assets, together with copies of all the contracts, agreements, commitments, books, records, files, computer data, computer disks, electronic storage media, documents and the like relating to the Company Assets.Buyer; (ii) the Intellectual Property Assignment a release in the form of Exhibit 2.4(a)(ii) attached hereto as EXHIBIT 2.4(a)(iiexecuted by each of Sellers (the "SELLERS' AND COMPANY MUTUAL RELEASE"). ------------------; (iii) separate Employment Agreements for retention and noncompetition agreements in the form of Exhibit 2.4(a)(iii) attached hereto, executed by each of the employees listed of the Company identified on Schedule I attached hereto (collectively, the "RETENTION AND NONCOMPETITION AGREEMENTS"); (iv) a proprietary information and inventions agreement in the form of Exhibit 2.4(a)(iv) attached hereto, executed by ▇▇▇▇▇ ▇▇▇▇▇▇ (the "PROPRIETARY INFORMATION AND INVENTIONS AGREEMENT") and a copy of the Pelorus Software Agreement executed by ▇▇▇▇ ▇▇▇▇▇▇▇ and the Company; (v) confirmation that no change has been made or, if Sellers have made changes in accordance with Section 6.9, a written schedule of such changes, with respect to the payment instructions for a portion of the Purchase Price by transfer of cash to the Company and Buyer Restricted Shares pursuant to the outline on Exhibit 2.4(a)(iii)-1 2.2, against delivery by the individuals identified on Exhibit 2.2(Exh A) thereto of a Share Restriction Agreement in the form of Exhibit 2.2(Exh D) attached thereto for each such individual and evidence regarding satisfaction by the Company of its withholding obligations with respect to the Success Bonuses; (vi) an amendment to that certain Lease Agreement by and between TERA Properties, LLC and the Company, with respect to the leased premises located at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ in the form attached hereto as Exhibit --------------------- ------- 2.4(a)(iii)-2 (2.4(a)(vi), executed by TERA Properties, LLC and the "Employment Agreements"); -------------Company; (ivvii) an executed termination letter with respect to that certain Lease Agreement by and between Pinnacle Technologies LLC and the Company with respect to the leased premises located at ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇; (viii) an executed termination letter with respect to that certain Lease Agreement by and between Perfect Homes, LLC and the Company with respect to the leased premises located at ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇, Huntsville, Alabama; (ix) an executed termination letter with respect to that certain Lease Agreement by and between Affordable Storage and the Company with respect to the leased premises located at ▇▇▇▇ ▇▇▇. ▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇; (x) the Non-Competition Agreement in the form attached hereto as EXHIBIT 2.4(a)(iv) (the "Non-Competition Agreement"); ------------------Disclosure Letter executed by Sellers; (vxi) a cross-receipt executed by each Seller, in a form reasonably satisfactory to Buyer and Sellers; (xii) a Purchase Price flow of funds statement executed by each Seller, in a form reasonably satisfactory to Buyer and Sellers; (xiii) a consent executed by the spouse of FHC, in form and substance reasonably satisfactory to Buyer and FHC; (xiv) a certificate executed by Seller and the Parent Entity Sellers representing and warranting to Buyer that each of Seller's and the Parent Entity's Sellers' representations and warranties in this Agreement was accurate in all material respects as of the date of this Agreement and is accurate in all material respects (or in all respects with regard to such representations and warranties that are qualified by materiality) as of the Closing Date as if made on the Closing Date, except to the extent that any inaccuracies in such representations and warranties, considered individually or collectively, as of the Closing Date (could not reasonably be expected to have a Material Adverse Effect on the "Seller's Closing Certificate")Company; (vixv) opinion(sa certificate executed by Sellers and the Company certifying that Sellers and the Company have satisfied all conditions set forth in Section 7 of this Agreement; (xvi) executed resignations, effective as of counselthe Closing Date of each officer and director of the Company; (xvii) executed resignations, effective as of the Closing Date of each officer and director of CAS Cares who is also an officer or director of the Company; (xviii) an IRS Form W-9, completed by each Seller, in form reasonably satisfactory to Buyer; (xix) an opinion of Holland & Knight LLP, dated as of the Closing Date, in the form of EXHIBIT 2.4(a)(vi); and -----------------Exhibit 2.4(a)(xix) attached hereto; (viixx) such other documents as Buyer may reasonably request for the purpose an executed copy of (1) enabling its counsel to provide the opinion referred of Sirote & Permutt, P.C. dated March 21, 2006, as to certain tax matters, which shall be in full force and effect; (xxi) an opinion of Sirote & Permutt, P.C., dated as of the Closing Date, in the form of Exhibit 2.4(a)(xxi) attached hereto; (xxii) copies of all Consents required pursuant to Section 2.4(b)3.2(b) of this Agreement; (xxiii) possession or control of the corporate seal, all books of account, minute books, stock record books, and other records of the Company and any Affiliated Entity then in the possession or control of Sellers or their Representatives; (2xxiv) evidencing copies of the accuracy Company's Organizational Documents, certified by a Secretary or Assistant Secretary of any of Seller's and/or the Parent Entity's representations and warranties, (3) evidencing the performance by Seller of, or the compliance by Seller with, any covenant or obligation required Company to be performed true, correct, complete and in full force and effect and unmodified as of the Closing Date; a complete list of the officers and directors of the Company, certified by a Secretary or complied Assistant Secretary of the Company to be true and correct as of the Closing Date; a long form certificate of good standing from the Secretary of State of the State of Alabama showing all documents filed in such office with regard to the Company; tax clearance certificates (to the extent reasonably and customarily available) and good standing certificates from California, Colorado, Florida, Maryland, New Jersey, New Mexico, Oklahoma, South Carolina, Texas and Virginia; copies of resolutions adopted by the Seller, or (4) otherwise facilitating Board of Directors of the Company authorizing the execution and delivery of the Agreement and the consummation or performance of any of the Contemplated Transactions, certified by a Secretary or Assistant Secretary of the Company to be true, correct, complete and in full force and effect and unmodified as of the Closing Date; (xxv) an updated list of employees of the Company setting forth the information requested in Section 3.20; and (xxvi) such other certificates, agreements and other documents as are listed in the schedule of closing documents. (b) Buyer will deliver to Sellers or caused to be delivered at the Seller (or to such other Persons designated below):direction of Sellers: (i) following the cash portion payment by Buyer of the amounts set forth in Sections 2.4(b)(ii) through (iv) and Section 2.4(e), if applicable, the balance of the Purchase Price and appropriate agreements evidencing to Sellers pro rata in accordance with their ownership of the assumption Shares of certain liabilities the Company, as specified in Schedule II attached hereto, by wire transfer of immediately available funds to accounts specified by Sellers in writing no later than five (as provided in Sections 2.2(a5) and 2.5 below)days prior to the Closing Date; (ii) the Non-Competition Agreement and sum of $15,000,000 (the Employment Agreements"MASTER ESCROW AMOUNT") to the Master Escrow Agent, all executed subject to the requirements of the Master Escrow Agreement, by Buyerbank cashier's or certified check or wire transfer to an account specified by the Master Escrow Agent; (iii) the sum of $16,447,982.00 (as such amount may be adjusted pursuant to Section 6.9), to the Company on behalf and at the direction of the Sellers as a portion of the Purchase Price, payable $11,576,251.00 in cash and $4,871,731.00 by delivery of that number of Buyer Restricted Shares equal to (i) $4,871,731.00, divided by (ii) the Buyer Common Share Price. The cash payment shall be made by wire transfer of immediately available funds to the Company and then paid by the Company to the individuals and in the amounts specified on Exhibit 2.2 (Exh A) and Exhibit 2.2 (Exh B) attached to Exhibit 2.2 hereof, and the Buyer Restricted Shares shall be distributed in the amounts and to the individuals set forth on Exhibit 2.2(Exh A) attached to Exhibit 2.2 hereof, in each case against delivery by each of the individuals identified on Exhibit 2.2(Exh A) of a Share Restriction Agreement in the form of Exhibit 2.2(Exh D) attached to Exhibit 2.2 hereof. Sellers may change the amounts and remove individuals set forth on Exhibit 2.2(Exh A) and Exhibit 2.2(Exh B) attached to Exhibit 2.2 hereof, by delivering to the Company and Buyer an amended Exhibit 2.2(Exh A) or Exhibit 2.2(Exh B), as the case may be, to be attached to Exhibit 2.2 hereof no later than five (5) days prior to the Closing Date; provided that Sellers may not (i) add any individual to Exhibit 2.2(Exh A) or Exhibit 2.2(Exh B), or (ii) remove any employee identified on Schedule I attached hereto from Exhibit 2.2(Exh A) or eliminate or reduce the amount of any Success Bonus payable to any such employee as set forth on Exhibit 2.2(Exh A), without the prior written consent of Buyer, such consent not to be unreasonably withheld. (iv) the amounts required to payoff all indebtedness listed in Section 3.29 of the Disclosure Letter and all other Debt to be repaid in full and discharged by the Company on or prior to the Closing Date, by wire transfer of immediately available funds in amounts and to accounts specified by Sellers in writing no later than five (5) days prior to the Closing Date; (v) a certificate executed by Buyer representing and warranting to the Seller and the Parent Entity Sellers that each of Buyer's representations and warranties in 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, except to the extent that any inaccuracies in such representations and warranties, considered individually or collectively, as of the Closing Date (could not reasonably be expected to have a Material Adverse Effect on the "Buyer's Closing Certificate").; (ivvi) opinion(sa certificate executed by Buyer certifying that Buyer has satisfied all conditions set forth in Section 8 of this Agreement; (vii) a cross-receipt executed by Buyer, in a form reasonably satisfactory to Buyer and Sellers; (viii) a Purchase Price flow of counselfunds statement executed by Buyer, in a form reasonably satisfactory to Buyer and Sellers; (ix) an opinion of the General Counsel of Buyer, dated as of the Closing Date, in the form of Exhibit 2.4(b)(iv)2.4(b)(ix) attached hereto; (x) an opinion of Day, ▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, dated as of the Closing Date, in the form of Exhibit 2.4(b)(x) attached hereto; and (vxi) such other documents as Seller may reasonably request for the purpose of (1) enabling its counsel to provide Sellers' and Company Mutual Release, the opinion referred to in Section 2.4(a)Retention and Noncompetition Agreements, (2) evidencing and the accuracy of any representation or warranty of BuyerProprietary Information and Inventions Agreement, (3) evidencing the performance each executed by Buyer ofand/or the Company, as the case may be and the Share Restriction Agreements, executed as provided on Exhibit 2.2. (c) Buyer and Sellers will enter into a master escrow agreement in the form of Exhibit 2.4(c) attached hereto (the "MASTER ESCROW AGREEMENT") with ▇▇▇▇▇ Fargo Bank, National Association (the "MASTER ESCROW AGENT"). (d) In the event that the Estimated Purchase Price is greater than $175,625,000 then Buyer shall pay the amount of such difference (the "BUYER PRICE ADJUSTMENT ESCROW AMOUNT") to the Master Escrow Agent, subject to the requirements of the Master Escrow Agreement, by bank cashier's or certified check or wire transfer to an account specified by the compliance by Master Escrow Agent. (e) In the event that the Estimated Purchase Price is less than $175,625,000 then Buyer with, any covenant or obligation required shall reduce the amount to be performed or complied with delivered to Sellers pursuant to Section 2.4(b)(i) by Buyerthe amount of such difference (the "SELLERS' PRICE ADJUSTMENT ESCROW AMOUNT") and Buyer shall on behalf of Sellers pay the Sellers' Price Adjustment Escrow Amount to the Master Escrow Agent, or (4) otherwise facilitating subject to the consummation requirements of the Contemplated TransactionsMaster Escrow Agreement, by bank cashier's or certified check or wire transfer to an account specified by the Master Escrow Agent. (f) Buyer and Sellers shall have delivered the completed and signed Form 8023 pursuant to the requirements of Section 5.11. (g) All of the transactions to be concluded at the Closing shall be deemed concluded simultaneously at 10:00 a.m. Eastern Time on the Closing Date. Unless waived, no transaction or delivery to be concluded at the Closing shall be deemed finally concluded unless and until all such transactions or deliveries are concluded. (h) Buyer's delivery of the funds via wire transfer in the amounts and to the accounts specified in Sections 2.4(b)(i) through 2.4(b)

Closing Obligations. At the Closing: (a) Seller or the Parent EntitySellers will deliver, as applicable, will deliver or cause to be delivered delivered, to Buyer: (i) such bills a ▇▇▇▇ of sale, endorsements, consents, assignments, assignment and other good and sufficient instruments of conveyance and assignment as shall be assumption agreement in form reasonably required by the acceptable to Buyer and its counsel Sellers (the "▇▇▇▇ of Sale, Assignment and as shall be effective to vest in the Buyer good and marketable title in and to all the Company Assets, together with copies of all the contracts, agreements, commitments, books, records, files, computer data, computer disks, electronic storage media, documents and the like relating to the Company Assets.Assumption Agreement"); (ii) warranty deeds in recordable form for the Intellectual Owned Property Assignment in that is owned by the form attached hereto as EXHIBIT 2.4(a)(ii). ------------------Company; (iii) separate Employment Agreements for each such other instruments of the employees listed on Exhibit 2.4(a)(iii)-1 transfer and in the form attached hereto documents as Exhibit --------------------- ------- 2.4(a)(iii)-2 (the "Employment Agreements"); -------------Buyer may reasonably request; (iv) an affidavit in form and substance reasonably satisfactory to Buyer, duly executed and acknowledged, certifying that none of Sellers is a foreign person within the Non-Competition Agreement in meaning of Section 1445(f)(3) of the form attached hereto as EXHIBIT 2.4(a)(iv) (the "Non-Competition Agreement"); ------------------Code, and any corresponding affidavit required for state tax purposes; (v) a noncompetition agreement in the form of Exhibit 2.5(a)(v), executed by Sellers (the "Noncompetition Agreement"); and (vi) a certificate executed by Seller and the Parent Entity Sellers representing and warranting to Buyer that each of Seller's and the Parent Entity's Sellers' representations and warranties in 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 any supplements to the "Seller's Closing Certificate"); (vi) opinion(s) of counsel, dated Disclosure Letter that were delivered by Sellers to Buyer prior to the Closing Date, Date in the form of EXHIBIT 2.4(a)(viaccordance with Section 5.5); and ----------------- (vii) such other documents as Buyer may reasonably request for the purpose of (1) enabling its counsel to provide the opinion referred to in Section 2.4(b), (2) evidencing the accuracy of any of Seller's and/or the Parent Entity's representations and warranties, (3) evidencing the performance by Seller of, or the compliance by Seller with, any covenant or obligation required to be performed or complied with by the Seller, or (4) otherwise facilitating the consummation or performance of any of the Contemplated Transactions.and (b) Buyer will deliver to the Seller (or to such other Persons designated below):Sellers: (i) the cash portion of the Purchase Price and appropriate agreements evidencing the assumption of certain liabilities Thirteen Million Dollars (as provided in Sections 2.2(a$13,000,000) and 2.5 below)by wire transfer to an account specified by Sellers; (ii) the Non-Competition Agreement and sum of Three Million Dollars ($3,000,000), which the Employment AgreementsBuyer will deliver, all executed on behalf of the Company, to the escrow agent referred to in Section 2.5(c) (the "Escrow Agent") by Buyerbank cashier's or certified check; (iii) the ▇▇▇▇ of Sale, Assignment and Assumption Agreement; and (iv) a certificate executed by Buyer representing and warranting to the Seller and the Parent Entity Sellers that each of Buyer's representations and warranties in 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 (the "Buyer's Closing Certificate")Date. (ivc) opinion(s) of counsel, dated the Closing Date, Buyer and Sellers will enter into an escrow agreement in the form of Exhibit 2.4(b)(iv); and 2.5(c) (vthe "Escrow Agreement") such other documents with a mutually agreeable financial institution ____________. The parties agree that the amount delivered to the Escrow Agent pursuant to Section 2.5 (b) (ii) constitutes funds of the Company, received by the Company as Seller may reasonably request for a portion of the purpose Purchase Price, that are delivered to the Escrow Agent on behalf of (1) enabling its counsel the Company to provide the opinion referred Buyer with assurance of certain payments that may become due to the Buyer from the Company, as provided in Section 2.4(a), (2) evidencing the accuracy of any representation or warranty of Buyer, (3) evidencing the performance by Buyer of, or the compliance by Buyer with, any covenant or obligation required to be performed or complied with by Buyer, or (4) otherwise facilitating the consummation of the Contemplated TransactionsEscrow Agreement.

Closing Obligations. At In addition to any other documents to be delivered under other provisions of this Agreement, at the Closing: (a) The Seller or the Parent Entity, as applicable, will shall deliver or cause to be delivered to Buyer: (i) such bills a ▇▇▇▇ of sale, endorsements, consents, assignments, and other good and sufficient instruments of conveyance sale and assignment as shall be reasonably required and assumption agreement in the form of Exhibit 2.7(a)(i) (the “Assignment and Assumption Agreement”) duly executed by the Buyer and its counsel and as shall be effective to vest in the Buyer good and marketable title in and to all the Company Assets, together with copies of all the contracts, agreements, commitments, books, records, files, computer data, computer disks, electronic storage media, documents and the like relating to the Company Assets.Seller; (ii) certificates representing the Intellectual Property Assignment Shares, (accompanied by duly executed stock powers) for transfer to Buyer (the parties acknowledge and agree that delivery to, or retention of, the certificates representing any such Shares by the Agent under the LaSalle Loan Documents or ▇▇▇▇▇ Fargo Bank, National Association shall be deemed delivery to the Buyer of such certificates for all purposes hereunder); (iii) a certificate of the Secretary of Seller 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 Contemplated Transactions and certifying to the incumbency and signatures of each of the officers of Seller executing this Agreement and any other document relating to the Contemplated Transactions; (iv) a transition services agreement, in the form attached hereto as EXHIBIT 2.4(a)(iiExhibit 2.7(a)(iv) (the “TSA”). ------------------, duly executed by the Seller; (iiiv) separate Employment Agreements for each of a legal opinion from ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ PC in the employees listed on form attached as Exhibit 2.4(a)(iii)-1 and 2.7(a)(v); (vi) consents from landlords identified in Exhibit 2.7(a)(vi); (vii) a license agreement with respect to the Retained IP, in the form attached hereto as Exhibit --------------------- ------- 2.4(a)(iii)-2 2.7(a)(vii) (the "Employment Agreements"“License Agreement”); -------------, duly executed by IP Sub; (ivviii) the Non-Competition Agreement a release, in the form attached hereto as EXHIBIT 2.4(a)(ivExhibit 2.7(a)(viii) (the "Non-Competition Agreement"“Release”), duly executed by the Seller, each Retained Subsidiary, each Sub, and each subsidiary of each Sub; ------------------and (vix) a certificate executed by Seller and the Parent Entity representing and warranting to Buyer that each of Seller's and the Parent Entity's representations and warranties in 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 (the "Seller's Closing Certificate"); (vi) opinion(s) of counsel, dated the Closing Datestockholders agreement, in the form of EXHIBIT 2.4(a)(vi); and ----------------- attached as Exhibit 2.7(a)(ix) (vii) such other documents as Buyer may reasonably request for the purpose of (1) enabling its counsel to provide the opinion referred to in Section 2.4(b“Stockholders Agreement”), (2) evidencing the accuracy of any of Seller's and/or the Parent Entity's representations and warranties, (3) evidencing the performance by Seller of, or the compliance by Seller with, any covenant or obligation required to be performed or complied with duly executed by the Seller, or (4) otherwise facilitating the consummation or performance of any of the Contemplated Transactions. (b) Buyer will shall deliver the following to the Seller (or to such other Persons designated below):Seller: (i) evidence of an agreement for purchase by EGI of all outstanding membership interests in IP Holdings, LLC (“Affiliate IP”), to be consummated as soon as is practicable after the cash portion Closing Date, for an aggregate purchase price of no more than $400,000 plus currently outstanding royalties of approximately $50,000, to be made in no more than 18 monthly installments; provided that the Buyer agrees that until the earlier of (i) the payment in full of all outstanding obligations under the Seller Note, and (ii) until such purchase is consummated, and notwithstanding any provision to the contrary in the License Agreement between EGI and the Affiliate IP (the “AIP Agreement”), the license granted under the AIP Agreement to EGI shall continue in accordance with its terms, other than the obligation for EGI to pay royalties pursuant thereto, which shall cease as of the Purchase Price and appropriate agreements evidencing the assumption of certain liabilities (as provided in Sections 2.2(a) and 2.5 below);Closing Date. (ii) the Non-Competition Agreement Seller Note in the form set forth in Exhibit 2.7(b)(ii), duly executed by the Buyer; (iii) certificates representing the Buyer Common Shares, free and clear of all Encumbrances; (iv) the Employment AgreementsAssignment and Assumption Agreement, all duly executed by Buyer; (iiiv) a certificate the TSA, duly executed by the Buyer; (vi) the Stockholders Agreement, duly executed by Buyer representing and warranting to Encore Investors II, Inc.; (vii) the License Agreement, duly executed by the Buyer; (viii) a guaranty of the Seller and the Parent Entity that each of Buyer's representations and warranties in 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 (the "Buyer's Closing Certificate"). (iv) opinion(s) of counsel, dated the Closing DateNote, in the form of set forth in Exhibit 2.4(b)(iv2.7(b)(viii) (the “Guaranty”); and, duly executed by EGI and each Domestic Sub; (vix) such other documents as a security agreement with respect to the Seller may reasonably request for Note and the purpose of License, in the form set forth in Exhibit 2.7(b)(ix) (1) enabling its counsel to provide the opinion referred to in Section 2.4(a“Note Security Agreement”), and all related documentation, in each case duly executed by the Buyer; (2x) evidencing a security agreement with respect to the accuracy Guaranty, in the form set forth in Exhibit 2.7(b)(x) (the “Guaranty Security Agreement”), duly executed by EGI and each Domestic Sub; (xi) an opinion from Trenwith Group, LLC as to the solvency of any representation or warranty of Buyer, (3) evidencing the performance by Buyer of, or the compliance by Buyer with, any covenant or obligation required prior to be performed or complied with by Buyer, or (4) otherwise facilitating and after giving effect to the consummation of the Contemplated Transactions, in the form attached as Exhibit 2.7(b)(xi); (xii) reimbursement of any fees and/or expenses advanced by Seller to any Encore Entity or Trenwith Group, LLC in connection with the preparation, execution and delivery of the solvency opinion described in clause (xi) above, by wire transfer of immediately available federal funds to an account specified by the Seller to the Buyer, it being understood and agreed by the parties that to the extent any such fees and/or expenses are or become payable as of or after the Closing Date, such fees and/or expenses shall be payable by and the sole responsibility of Buyer; (xiii) executed payoff letters with respect to indebtedness under, and evidence of the release of all Encumbrances under, the LaSalle Loan Documents, including applicable Uniform Commercial Code Termination Statements in connection therewith, and a release of the Seller under the Hong Kong Facilities; (xiv) evidence of the conversion of the Shareholder Loan from ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ in the principal amount of $500,000 into a subordinated note with the same terms and conditions as the Seller Note provided that the parties acknowledge and agree that such Shareholder Loan will be entitled to receive interest payments after the Closing in accordance with the interest payment schedule in effect immediately prior to the Closing, for so long as the royalties to IP Sub under the License Agreement are not in arrears (to the extent such royalty payments are in arrears, all further such interest payments shall be treated as set forth in the License Agreement); (xv) a Certificate of the Secretary of the Buyer certifying and attaching the Governing Documents of the Buyer, as amended, and all requisite resolutions or actions of Buyer’s board of directors approving the execution and delivery of this Agreement, the documents contemplated hereby to be executed by Buyer and the consummation of the transactions contemplated hereby and thereby, including the issuance to Seller of the Buyer Common Shares, free and clear of all Encumbrances, and certifying to the incumbency and signatures of the officers of the Buyer executing each of the foregoing documents and any other document relating to the Contemplated Transactions; (xvi) the certificate of incorporation of Buyer and all amendments thereto, certified by the Secretary of State of Delaware; (xvii) a Certificate of the Secretary of EGI and each Domestic Sub certifying and attaching all requisite resolutions or actions of its board of directors approving the execution and delivery of the Guaranty and the Guaranty Security Agreement and thereby and certifying to the incumbency and signatures of the officers of each of them executing each of the foregoing documents any other document relating to the Contemplated Transactions; (xviii) a Certificate of the Secretary of Encore Investors II, Inc. certifying and attaching all requisite resolutions or actions of its board of directors approving the execution and delivery of the Stockholders Agreement and certifying to the incumbency and signatures of the officers of each of them executing such agreement and any other document relating to the Contemplated Transactions; (xix) evidence of the contribution of all the issued and outstanding capital stock of EGI (the “EGI Shares”) to Encore Investors II, Inc.; evidence of the subsequent contribution of all of the EGI Shares from Encore Investors II, Inc. to the Buyer; evidence of the subsequent contribution of all of the EGI Shares from Buyer to US Gift; evidence of the cancellation of all outstanding options, warrants, convertible securities, commitments, agreements or other rights to purchase or acquire any capital stock of EGI. (xx) an opinion of ▇▇▇▇▇▇ & ▇▇▇▇ LLP in the form of Exhibit 2.7(b)(xx);

Closing Obligations. At the Closing: (a) Seller or the Parent Entity, as applicable, Sellers will deliver or cause to be delivered to Buyer: (i) such bills of salecertificates representing the Shares, endorsements, consents, assignments, and other good and sufficient instruments of conveyance and assignment as shall be reasonably required duly endorsed (or accompanied by the Buyer and its counsel and as shall be effective duly executed stock powers) for transfer to vest in the Buyer good and marketable title in and to all the Company Assets, together with copies of all the contracts, agreements, commitments, books, records, files, computer data, computer disks, electronic storage media, documents and the like relating to the Company Assets.Buyer; (ii) the Intellectual Property Assignment releases in the form attached hereto as EXHIBIT of Exhibit 2.4(a)(ii) executed by Sellers (collectively, "Sellers' Releases"). ------------------; (iii) separate Employment Agreements for each of the employees listed on Exhibit 2.4(a)(iii)-1 and employment agreements in the form attached hereto as of Exhibit --------------------- ------- 2.4(a)(iii)-2 2.4(a)(iii), executed by W▇▇▇▇▇▇▇▇▇▇ and B▇▇▇▇▇▇▇▇ (the collectively, "Employment Agreements"); -------------and (iv) the Non-Competition Agreement in the form attached hereto as EXHIBIT 2.4(a)(iv) (the "Non-Competition Agreement"); ------------------ (v) a certificate executed by Seller and the Parent Entity Sellers representing and warranting to Buyer that each of Seller's and the Parent Entity's Sellers' representations and warranties in 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 (the "Seller's Closing Certificate"); (vi) opinion(s) of counsel, dated the Closing Date, in the form of EXHIBIT 2.4(a)(vi); and ----------------- (vii) such other documents as Buyer may reasonably request for the purpose of (1) enabling its counsel to provide the opinion referred to in Section 2.4(b), (2) evidencing the accuracy of any of Seller's and/or the Parent Entity's representations and warranties, (3) evidencing the performance by Seller of, or the compliance by Seller with, any covenant or obligation required to be performed or complied with by the Seller, or (4) otherwise facilitating the consummation or performance of any of the Contemplated Transactions.and (b) Buyer will deliver to the Seller (or to such other Persons designated below):Sellers: (i) the cash portion of the Purchase Price following amounts by wire transfer to accounts specified by B▇▇▇▇▇▇▇▇ and appropriate agreements evidencing the assumption of certain liabilities (as provided in Sections 2.2(a) W▇▇▇▇▇▇▇▇▇▇ Co., respectively: $1,125,000.00 to B▇▇▇▇▇▇▇▇, and 2.5 below)$3,375,000.00 to W▇▇▇▇▇▇▇▇▇▇ Co.; (ii) promissory notes payable to W▇▇▇▇▇▇▇▇▇▇ Co. and B▇▇▇▇▇▇▇▇ in the Non-Competition Agreement respective principal amounts of $262,500.00 and $87,500.00 in the Employment Agreements, all executed by Buyerform of Exhibit 2.4(b) (the "Promissory Notes"); (iii) the sum of $37,500.00 payable to B▇▇▇▇▇▇▇▇ via wire transfer to account specified by B▇▇▇▇▇▇▇▇ as a non-competition payment at Closing, and $112,500.00 payable to W▇▇▇▇▇▇▇▇▇▇ via wire transfer to account specified by W▇▇▇▇▇▇▇▇▇▇ as a non-competition payment at Closing; (iv) a certificate executed by Buyer representing and warranting to the Seller and the Parent Entity effect that each of Buyer's representations and warranties in 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 (the "Buyer's Closing Certificate").Agreement; (ivv) opinion(s) the Employment Agreements the terms of counselwhich have been negotiated by W▇▇▇▇▇▇▇▇▇▇, dated the Closing DateB▇▇▇▇▇▇▇▇ and Buyer, in the form of Exhibit 2.4(b)(iv)and executed by Buyer; and (vvi) such other documents as Seller may reasonably request a total of $1,000,000.00 in shares of common stock, $.01 par value ("Common Stock") of Buyer calculated based on the average Closing price for the purpose Common Stock on the American Stock Exchange for the ten (10) trading days immediately prior to the Closing. The shares of Common Stock shall be allocated to W▇▇▇▇▇▇▇▇▇▇ 75% of the Shares and 25% to B▇▇▇▇▇▇▇▇ and will be issued to said Sellers by the Buyer's transfer agent within two weeks following the Closing. At Closing, W▇▇▇▇▇▇▇▇▇▇ and B▇▇▇▇▇▇▇▇ will be provided copies of the Company's instruction letter to its transfer agent, Continental Stock Transfer and Trust Company. (1c) enabling Buyer hereby confirms that it shall cause the Company to continue to employ each employee listed in Part 3.20(a) of the Disclosure Letter ("Company Employee") on such terms and conditions as determined by Buyer in its counsel to provide sole discretion, provided, however, W▇▇▇▇▇▇▇▇▇▇'▇ and B▇▇▇▇▇▇▇▇' employment with the opinion referred to Company will be in accordance with their respective Employment Agreements in Section 2.4(a)2.4(a)(iii) hereof. (d) The Company Employees shall be provided medical insurance, access to a 401(k) plan and other benefits that Buyer's employees in other subsidiaries maintain upon the Closing. Service with the Company prior to Closing for Company Employees shall be counted, considered and aggregated with service to Buyer for purposes of eligibility and vesting under such plans. (2e) evidencing Buyer hereby recognizes that the accuracy Qualified Profit Sharing Plan of the Company was terminated effective March 31, 2005 and acknowledges and agrees that: (i) steps to carry out of the termination of the Qualified Profit Sharing Plan and the liquidation of the related trust shall be taken as soon as administratively feasible by Sellers at their expense, such to include the distribution of participant accounts in accordance with applicable Plan provisions; (ii) the Company shall be permitted to make any representation or warranty disclosed employer contributions into the Qualified Profit Sharing Plan on account of Buyerthe plan year ended March 31, 2005; and (3iii) evidencing the performance by Buyer trustees of the Qualified Profit Sharing Plan and its related trust, as of its termination date, shall remain the trustees until the completion of, or and remain responsible for the compliance by Buyer withcarrying out of, any covenant or obligation required to be performed or complied with by Buyer, or (4) otherwise facilitating the consummation of the Contemplated Transactionstermination and liquidation steps contemplated under this Section 2.4(e).

Closing Obligations. At the Closing: (a) Seller or the Parent Entity, as applicable, will deliver or cause to be delivered to Buyer: (i) the ▇▇▇▇ of Sale and such other bills of sale, endorsements, consents, assignments, assignments and other good and sufficient instruments of conveyance and assignment (collectively, the "Conveyance Documents") as shall be reasonably required by the Buyer and its counsel and as shall be effective to vest in the Buyer good and marketable title in and to all the Company Inmate Assets, together with copies of all the contracts, agreements, commitments, books, records, files, computer data, computer disks, electronic storage media, documents and the like relating solely to the Company Inmate Assets.; (ii) the Intellectual Property Assignment in Management Agreement, the form attached hereto as EXHIBIT 2.4(a)(ii). ------------------NonCompetition Agreement and the Transition Agreement, all executed by Seller; (iii) separate Employment Agreements for each of the employees listed on Exhibit 2.4(a)(iii)-1 and in the form attached hereto as Exhibit --------------------- ------- 2.4(a)(iii)-2 (the "Employment Agreements"); ------------- (iv) the Non-Competition Agreement in the form attached hereto as EXHIBIT 2.4(a)(iv) (the "Non-Competition Agreement"); ------------------ (v) a certificate executed by Seller and the Parent Entity representing and warranting to Buyer that each of Seller's and the Parent Entity's representations and warranties in 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 (other than those representations and warranties which are made as of a specific date which shall be deemed to have been made only as of such date (the "Seller's Closing Certificate"); (viiv) opinion(s) opinions of counsel, dated the Closing Date, in the form of EXHIBIT 2.4(a)(viExhibit 2.4(a)(iv); and -----------------and (viiv) such other documents as Buyer may reasonably request for the purpose of (1) enabling its counsel to provide the opinion referred to in Section 2.4(b), (2) evidencing the accuracy of any of Seller's and/or the Parent Entity's representations and warranties, (3) evidencing the performance by Seller of, or the compliance by Seller with, any covenant or obligation required to be performed or complied with by the Seller, or (4) otherwise facilitating the consummation or performance of any of the Contemplated Transactions. (b) Buyer will deliver to the Seller (or to such other Persons designated below): (i) the cash portion of the Purchase Price Closing Consideration and appropriate agreements evidencing the assumption of certain liabilities (the Assumed Liabilities as provided contemplated in Sections 2.2(aSection 2.5(b) and 2.5 below); (ii) the Non-Competition Management Agreement, the NonCompetition Agreement and the Employment AgreementsTransition Agreement, all executed by Buyer; (iii) a certificate executed by Buyer representing and warranting to the Seller and the Parent Entity that each of Buyer's representations and warranties in 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 (other than those representations and warranties which are made as of a specific date which shall be deemed to have been made only as of such date (the "Buyer's Closing Certificate").; (iv) opinion(s) opinions of counsel, dated the Closing Date, in the form of Exhibit 2.4(b)(iv); and (v) such other documents as Seller may reasonably request for the purpose of (1) enabling its counsel to provide the opinion opinions referred to in Section 2.4(a), (2) evidencing the accuracy of any representation or warranty of Buyer, (3) evidencing the performance by Buyer of, or the compliance by Buyer with, any covenant or obligation required to be performed or complied with by Buyer, or (4) otherwise facilitating the consummation of the Contemplated Transactions.

Closing Obligations. At In addition to any other documents to be delivered under other provisions of this Agreement, at the Closing: (a) Seller's Deliveries. Seller or the Parent Entityshall deliver, as applicable, will deliver or cause to be delivered delivered, to Buyer: (i) such bills an assignment of salethe Assigned Intellectual Property Assets and separate assignments of all Patents, endorsements, consents, assignments, Marks and other good and sufficient instruments of conveyance and assignment as shall be reasonably required by the Buyer and its counsel and as shall be effective to vest Copyrights in the Buyer good and marketable title form set forth in and to all the Company Assets, together with copies of all the contracts, agreements, commitments, books, records, files, computer data, computer disks, electronic storage media, documents and the like relating to the Company Assets.Exhibit 1.06(a)(i) duly executed by Seller; (ii) an assignment of all of the Intellectual Property Assignment Assets that are intangible personal property in the form forms of the Assignment and Assumption Agreement attached as Exhibit 1.06(a)(ii) hereto as EXHIBIT 2.4(a)(ii). ------------------(the "Assignment Agreement") duly executed by Seller; (iii) separate Employment Agreements the Data Materials; (iv) a bill of sale for each all of the employees listed on Assets that are tangible perso▇▇▇ property in the form of Exhibit 2.4(a)(iii)-1 1.06(a)(iv) (the "Bill of Sale") duly executed by Seller; (v) ▇ detailed accounting of the Inventory calculated as of the Closing Date, provided in the same format as the Current Accounting Inventory in Part 2.06 of the Disclosure Schedule; (vi) the Escrow Agreement, duly executed by Seller, and a blank stock power in the form of Exhibit 1.06(a)(vi) for shares of Common Stock, duly executed by Seller, in connection with the Common Stock to be held in escrow; (vii) the License Agreement in the form attached hereto as Exhibit --------------------- ------- 2.4(a)(iii)-2 1.06(a)(vii) (the "Employment AgreementsLicense Agreement"); -------------, duly executed by Seller; (ivviii) the Non-Competition and Non-Solicitation Agreement in the form attached hereto as EXHIBIT 2.4(a)(ivExhibit 1.06(a)(viii) (the "Non-Competition Agreement"); ------------------, duly executed by Seller; (vix) the Registration Rights Agreement in the form attached hereto as Exhibit 1.06(a)(ix) (the "Registration Rights Agreement"), duly executed by Seller; (x) a certificate duly executed by Seller and as to the Parent Entity representing and warranting to Buyer that each accuracy of Seller's and the Parent Entity's their representations and warranties in 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 in accordance with Section 6.01 and as if made on to their compliance with and performance of the Closing Date (the "Seller's Closing Certificate"); (vi) opinion(s) of counsel, dated the Closing Date, in the form of EXHIBIT 2.4(a)(vi); covenants and ----------------- (vii) such other documents as Buyer may reasonably request for the purpose of (1) enabling its counsel to provide the opinion referred to in Section 2.4(b), (2) evidencing the accuracy of any of Seller's and/or the Parent Entity's representations and warranties, (3) evidencing the performance by Seller of, or the compliance by Seller with, any covenant or obligation required obligations to be performed or complied with by at or before the Seller, or (4) otherwise facilitating the consummation or performance of any of the Contemplated Transactions. (b) Buyer will deliver to the Seller (or to such other Persons designated below): (i) the cash portion of the Purchase Price and appropriate agreements evidencing the assumption of certain liabilities (as provided Closing in Sections 2.2(a) and 2.5 below)accordance with Section 6.02; (ii) the Non-Competition Agreement and the Employment Agreements, all executed by Buyer; (iiixi) a certificate executed by Buyer representing of the Secretary of Seller certifying, as complete and warranting to the Seller and the Parent Entity that each of Buyer's representations and warranties in this Agreement was accurate in all material respects as of the date Closing, attached copies of the Governing Documents of Seller, certifying and attaching all requisite resolutions or actions of Seller's board of directors and/or supervisory board, as required, approving the execution and delivery of this Agreement and is accurate in all material respects as the consummation of the Closing Date as if made on Transactions and certifying to the Closing Date (incumbency and signatures of the "Buyer's Closing Certificate"). (iv) opinion(s) officers of counsel, dated Seller executing this Agreement and any other document relating to the Closing Date, in the form of Exhibit 2.4(b)(iv)Transactions; and (vxii) such other documents and instruments as Seller may reasonably request for the purpose of (1) enabling its counsel to provide the opinion referred to in Section 2.4(a), (2) evidencing the accuracy of any representation or warranty of Buyer, (3) evidencing the performance by Buyer of, or the compliance by Buyer with, any covenant or obligation required to be performed or complied with requested by Buyer, or (4) otherwise facilitating each in form and substance reasonably satisfactory to Buyer and its legal counsel and executed by Seller, in each case as are reasonably necessary to consummate the consummation of the Contemplated TransactionsTransactions contemplated by this Agreement.

Closing Obligations. At the Closing: (a) Seller or the Parent Entity, as applicable, Sellers will deliver or cause to be delivered to Buyer: (i) such bills of salecertificates representing the Shares, endorsementsduly endorsed (or accompanied by duly executed stock powers), consents, assignments, and other good and sufficient instruments of conveyance and assignment as shall be reasonably required by the Buyer and its counsel and as shall be effective for transfer to vest in the Buyer good and marketable title in and to all the Company Assets, together with copies of all the contracts, agreements, commitments, books, records, files, computer data, computer disks, electronic storage media, documents and the like relating to the Company Assets.Buyer; (ii) the Intellectual Property Assignment a release in the form attached hereto as EXHIBIT of Exhibit 2.4(a)(ii) executed by ------------------ each Seller (the "Sellers' Release"). ------------------; ---------------- (iii) separate Employment Agreements for each of the employees listed on Exhibit 2.4(a)(iii)-1 and an employment agreement in the form attached hereto as of Exhibit --------------------- ------- 2.4(a)(iii)-2 2.4(a)(iii)(A) executed by ▇▇▇ ▇▇▇▇▇ and an employment agreement in -------------- the form of Exhibit 2.4(a)(iii)(B) executed by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ---------------------- (collectively, the "Employment Agreements"); ---------------------------------- (iv) the Nona non-Competition Agreement competition agreement in the form attached hereto as EXHIBIT of Exhibit ------- 2.4(a)(iv) executed by ▇▇▇ ▇▇▇▇▇ (the "Non-Competition Agreement"); ---------------------------- ------------------------- (v) a certificate the Shareholder Intangibles Purchase Agreement executed by Seller and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇; (vi) a certificate, dated the Parent Entity Closing Date, executed by Sellers representing and warranting to Buyer that that: (A) each of Seller's and the Parent Entity's Sellers' representations and warranties in this Agreement was accurate in all material respects as of the date of this Agreement and is accurate in all material respects (except for representations and warranties that contain an express materiality qualification, which must have been accurate in all respects) as of the Closing Date (except to the extent expressly made as if made on the Closing Date (the "Seller's Closing Certificate"of an earlier date, in which case as of such date); (viB) opinion(seach Seller has complied with all of its covenants and agreements contained in this Agreement; and (C) each Seller has performed all of counsel, dated its obligations required to be performed by it on or prior to the Closing Date, in the form of EXHIBIT 2.4(a)(vi); and -----------------Date hereunder; (vii) such other documents the Escrow Agreement executed by Sellers; and (viii) a real property holding company affidavit on behalf of each Acquired Company, as Buyer may reasonably request for the purpose of (1) enabling its counsel to provide the opinion referred to provided in Section 2.4(b), (2) evidencing the accuracy of any of Seller's and/or the Parent Entity's representations and warranties, (3) evidencing the performance by Seller of, or the compliance by Seller with, any covenant or obligation required to be performed or complied with by the Seller, or (4) otherwise facilitating the consummation or performance of any of the Contemplated Transactions.7.12; and (b) Buyer will deliver to the Seller (or to such other Persons designated below):Sellers: (i) the cash portion of the Purchase Price and appropriate agreements evidencing the assumption of certain liabilities (Closing Cash Payment, as provided in Sections 2.2(a) and 2.5 belowSection 2.2(c); (ii) the Non-Competition Agreement and the Employment Agreements, all executed by BuyerSellers' Note; (iii) a certificate executed by Buyer representing and warranting to the Seller and the Parent Entity that effect that: (A) each of Buyer's representations and warranties in this Agreement was accurate in all material respects as of the date of this Agreement and is accurate in all material respects (except for representations and warranties that contain an express materiality qualification, which must have been accurate in all respects) as of the Closing Date (except to the extent expressly made as if made of an earlier date, in which case as of such date); (B) Buyer has complied with all of its covenants and agreements contained in this Agreement; and (C) Buyer has performed all of its obligations required to be performed by it on or prior to the Closing Date (the "Buyer's Closing Certificate").hereunder; (iv) opinion(sthe Employment Agreements, executed by Buyer; (v) of counselthe Non-Competition Agreement, dated executed by Buyer; (vi) the Closing Date, in the form of Exhibit 2.4(b)(iv)Shareholder Intangibles Purchase Agreement executed by Buyer; and (vvii) such other documents as Seller may reasonably request for the purpose of (1) enabling its counsel to provide the opinion referred to in Section 2.4(a), (2) evidencing the accuracy of any representation or warranty of Buyer, (3) evidencing the performance by Buyer of, or the compliance by Buyer with, any covenant or obligation required to be performed or complied with Escrow Agreement executed by Buyer, or (4) otherwise facilitating the consummation of the Contemplated Transactions.

Closing Obligations. At the Closing: (a) Seller or the Parent EntitySellers will deliver, as applicable, will deliver or cause to be delivered delivered, to Buyer: (i) such bills the certificate(s) 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 salethe National Association of Securities Dealers, endorsementsInc., consents, assignments, and other good and sufficient instruments of conveyance and assignment as shall be reasonably required by the Buyer and its counsel and as shall be effective for transfer to vest in the Buyer good and marketable title in and to all the Company Assets, together with copies of all the contracts, agreements, commitments, books, records, files, computer data, computer disks, electronic storage media, documents and the like relating to the Company Assets.Buyer; (ii) the Intellectual Property Assignment employment agreement in substantially the form attached of Exhibit 2.4(a)(ii) hereto as EXHIBIT 2.4(a)(iiwith David Gravatt, an individual residing at, 2128 Rockro▇▇ ▇▇▇▇▇▇, ▇enderson, NV 89014, and currently the ▇▇▇▇▇▇▇'▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ("DG") ( "Employment Agreement"). ------------------, executed, by DG; (iii) separate Employment Agreements for each of the employees listed on Exhibit 2.4(a)(iii)-1 and consulting agreement in substantially the form attached of Exhibit 2.4(a)(iii) hereto as Exhibit --------------------- ------- 2.4(a)(iii)-2 with D& L Partnership, a Nevada General Partnership, the only partners of which are DF and LF (the "Employment AgreementsConsulting Agreement"); -------------; (iv) the Nonnon-Competition Agreement competition agreements in the form attached hereto as EXHIBIT of Exhibits 2.4(a)(iv) (DF) and (LF) hereto, executed by each of the Sellers (collectively, the "Non-Competition Agreementcompetition Agreements"); ------------------; (v) an opinion of John Doechung Lee, as counsel to Sellers and the Compan▇, ▇ddressed to ▇▇▇ Buyer in substantially the form of Exhibit 2.4 (v) hereto; and (vi) a certificate executed by Seller Sellers and the Parent Entity Company representing and warranting to Buyer that each of Seller's Sellers' and the Parent EntityCompany's representations and warranties in 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 any supplements to the "Seller's Closing Certificate"); (vi) opinion(s) of counsel, dated Disclosure Letter that were delivered by Sellers to Buyer prior to the Closing Date, Date in the form of EXHIBIT 2.4(a)(viaccordance with Section 5.5); and ----------------- (vii) such other documents as Buyer may reasonably request for the purpose of (1) enabling its counsel to provide the opinion referred to in Section 2.4(b), (2) evidencing the accuracy of any of Seller's and/or the Parent Entity's representations and warranties, (3) evidencing the performance by Seller of, or the compliance by Seller with, any covenant or obligation required to be performed or complied with by the Seller, or (4) otherwise facilitating the consummation or performance of any of the Contemplated Transactions. (b) Buyer will deliver deliver, or cause to the Seller (or be delivered, to such other Persons designated below):Sellers: (i) the cash portion of the Purchase Price and appropriate agreements evidencing the assumption of certain liabilities (as provided in Sections 2.2(a) and 2.5 below)First Installment; (ii) promissory notes payable to DF and LF in the Non-Competition Agreement respective principal amounts of $2,900,000, in the form of Exhibits 2.4(b) hereto (collectively, the "Promissory Notes"), evidencing the First Installment, the Second Installment and the Employment Agreements, all executed by BuyerThird Installment; (iii) a certificate executed by Buyer representing and warranting to the Seller and the Parent Entity that effect that, except as otherwise stated in such certificate, each of Buyer's representations and warranties in 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 (the "Buyer's Closing Certificate").Date; and (iv) opinion(s) the guaranty of counselthe Company and Sibling Entertainment Group, dated the Closing Date, Inc. in substantially the form of Exhibit 2.4(b)(iv); and 2.4(b) (viv) such other documents as Seller may reasonably request for (the purpose of (1"Company Guaranty") enabling its counsel to provide hereto duly executed by the opinion referred to in Section 2.4(a), (2) evidencing the accuracy of any representation or warranty of Buyer, (3) evidencing the performance by Buyer of, or the compliance by Buyer with, any covenant or obligation required to be performed or complied with by Buyer, or (4) otherwise facilitating the consummation of the Contemplated Transactions.Company;

Closing Obligations. At the Closing: (a) Seller or the Parent Entity, as applicable, Sellers will deliver or cause to be delivered to Buyer: (i) certificates representing the Shares duly endorsed in blank for transfer or presented with stock powers duly executed in blank, with such bills of sale, endorsements, consents, assignments, signature guarantees and such other good and sufficient instruments of conveyance and assignment documents as shall may be reasonably required by Buyer to effect a valid transfer of the Buyer and its counsel and as shall be effective to vest in the Buyer good and marketable title in and to all the Company Assets, together with copies of all the contracts, agreements, commitments, books, records, files, computer data, computer disks, electronic storage media, documents and the like relating to the Company Assets.Shares; (ii) the Intellectual Property Assignment releases in the form attached hereto as of EXHIBIT 2.4(a)(ii) executed by each Seller, and by each Related Person of either Seller who was on the payroll of any Acquired Company during 1998 or 1999 or 2000, of all claims which any of them have against either Acquired Company (collectively, "Sellers' Releases"). ------------------; (iii) separate Employment Agreements for each of the employees listed on Exhibit 2.4(a)(iii)-1 and in the form attached hereto as Exhibit --------------------- ------- 2.4(a)(iii)-2 (the "Employment Agreements"); ------------- (iv) the Non-Competition Agreement in the form attached hereto as EXHIBIT 2.4(a)(iv) (the "Non-Competition Agreement"); ------------------ (v) a certificate executed by each Seller and the Parent Entity representing and warranting to Buyer that each of Seller's and the Parent Entity's Sellers' representations and warranties in 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 any supplements to the Disclosure Letter that were delivered by Sellers to Buyer prior to the Closing Date in accordance with Section 5.5); (iv) a "transferor's certificate of non-foreign status" within the meaning of Section 1445(b)(2) of the IRC in the form of EXHIBIT 2.4(a)(iv), executed by each Seller's Closing Certificate"; (v) certificates of good standing and foreign qualification for each Acquired Company from each jurisdiction listed on EXHIBIT 2.4(a)(v); (vi) opinion(sthe resignations of any Related Person employed by any Acquired Company, all of the directors of each Acquired Company and of such officers of each Acquired Company as may be requested by Buyer at least five days prior to the Closing, such resignations to be effective at the Closing; (vii) an opinion of counselWeil, Gotshal & ▇▇▇▇▇▇ LLP, dated as of the Closing Date, in the form of EXHIBIT 2.4(a)(vi2.4(a)(vii); and -----------------; (viiviii) a lease agreement, in the form of EXHIBIT 2.4(a)(viii), between Sellers (or their affiliates) as lessor and the Buyer (or its designee) as lessee (the "Lease Agreement"); (ix) evidence of termination of all lease agreements existing immediately prior to the Closing between any Seller or any Related Person of any Seller or any of their respective affiliates (collectively, "Lessors" and individually, a "Lessor"), on the one hand, and any Acquired Company on the other hand, and releases in the form of EXHIBIT 2.4(a)(ix) from each Lessor to the respective lessees under such leases. (x) consent and estoppel certificate executed on behalf of ▇▇▇▇▇▇▇▇ Properties, Inc., as landlord for office space at ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇, dated as of a date not more than five days prior to the Closing Date. (xi) Organizational Documents of each Acquired Company certified by (i) the Secretary of State of each of their respective jurisdictions of incorporation, dated as of a date not more than five (5) days prior to the Closing (in the case of the certificate or articles of incorporation) and (ii) by the Secretary of the respective Acquired Company (in the case of the bylaws), dated the Closing Date; (xii) the minute books, books of account and stock record books and other records in existence of each of the Acquired Companies; (xiii) a certificate executed by Sellers setting forth the aggregate amount of Cash Withdrawals in each of 1997, 1998, 1999 and 2000 through the Closing Date, together with a supporting schedule reasonably acceptable to Buyer indicating when each individual Cash Withdrawal was made, the recipient of such Cash Withdrawal and the nature of such Cash Withdrawal; (xiv) written consent of Sellers (the "Gottbetter Consent") to the consulting agreement dated as of August 3, 2000, between Courier Corporation and ▇▇. ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, the Sellers' and Acquired Companies' accountant; and (xv) such other documents as Buyer may reasonably request for the purpose of (1) enabling its counsel to provide the opinion referred to in Section 2.4(b), (2) evidencing the accuracy of any of Seller's and/or the Parent Entity's representations and warranties, (3) evidencing the performance by Seller of, or the compliance by Seller with, any covenant or obligation required to be performed or complied with by the Seller, or (4) otherwise facilitating the consummation or performance of any of the Contemplated Transactionsrequest. (b) Buyer will deliver to the Seller (or to such other Persons designated below):Sellers: (i) the cash portion of the Estimated Purchase Price and appropriate agreements evidencing the assumption of certain liabilities (as provided in Sections 2.2(a) and 2.5 below)Price; (ii) the Non-Competition Agreement and the Employment Agreements, all executed by BuyerLease Agreement; (iii) an opinion of ▇▇▇▇▇▇▇, Procter & ▇▇▇▇ LLP, dated as of the Closing Date, in the form of EXHIBIT 2.4(B)(III); (iv) a certificate executed by Buyer representing and warranting to the Seller and the Parent Entity that effect that, except as otherwise stated in such certificate, each of Buyer's representations and warranties in 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 (the "Buyer's Closing Certificate"). (iv) opinion(s) of counsel, dated the Closing Date, in the form of Exhibit 2.4(b)(iv); and (v) such other documents as Seller Sellers may reasonably request for the purpose of (1) enabling its counsel to provide the opinion referred to in Section 2.4(a), (2) evidencing the accuracy of any representation or warranty of Buyer, (3) evidencing the performance by Buyer of, or the compliance by Buyer with, any covenant or obligation required to be performed or complied with by Buyer, or (4) otherwise facilitating the consummation of the Contemplated Transactionsrequest.

Closing Obligations. At In addition to any other documents to be delivered under other provisions of this Agreement, at the Closing: (a) Seller or the Parent Entity, as applicable, will shall deliver or cause to be delivered to Buyer: (i) a bill of sale for all of the Assets that are Tangible Personal Property ▇▇ ▇he form of Exhibit 2.6(a)(i) (the "Bill of Sale") executed by Seller; (ii) an assignment ▇▇ all of the Assets that are intangible personal property in the form of Exhibit 2.6(a)(ii), (the "Assignment Agreement") executed by Seller; (iii) assignments of all Intellectual Property Assets and separate assignments of all registered Marks, Patents and Copyrights in the form of Exhibit 2.6(a)(iii) executed by Seller; (iv) such other deeds, bills of sale, endorsements, consents, assignments, certificates of title, documents and other good and sufficient instruments of transfer and conveyance as may reasonably be requested by Buyer, each in form and assignment as shall be reasonably required by the substance satisfactory to Buyer and its legal counsel and as shall be effective to vest in the Buyer good and marketable title in and to all the Company Assets, together with copies of all the contracts, agreements, commitments, books, records, files, computer data, computer disks, electronic storage media, documents and the like relating to the Company Assets.executed by Seller; (iiv) the Intellectual Property Assignment non-competition, non-solicitation and non-disclosure agreements in the form attached hereto as EXHIBIT 2.4(a)(iiof Exhibit 2.6(a)(v). ------------------, executed by each Key Employee (the "Noncompetition Agreements"); (iiivi) separate Employment Agreements for each of the employees listed on Exhibit 2.4(a)(iii)-1 and a lock-up agreement in the form attached hereto as of Exhibit --------------------- ------- 2.4(a)(iii)-2 (the "Employment Agreements"); ------------- (iv) the Non-Competition Agreement in the form attached hereto as EXHIBIT 2.4(a)(iv2.6(a)(vi) (the "NonLock-Competition Up Agreement"); ------------------) executed by Seller; (vvii) a registration rights agreement in the form of Exhibit 2.6(a)(vii) (the "Registration Rights Agreement") executed by Seller; and (viii) a certificate executed by Seller and as to the Parent Entity representing and warranting to Buyer that each accuracy of Seller's and the Parent Entity's their representations and warranties in 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 in accordance with Section 6.1 and as if made on the Closing Date (the "Seller's Closing Certificate"); (vi) opinion(s) to their compliance with and performance of counsel, dated the Closing Date, in the form of EXHIBIT 2.4(a)(vi); their covenants and ----------------- (vii) such other documents as Buyer may reasonably request for the purpose of (1) enabling its counsel to provide the opinion referred to in Section 2.4(b), (2) evidencing the accuracy of any of Seller's and/or the Parent Entity's representations and warranties, (3) evidencing the performance by Seller of, or the compliance by Seller with, any covenant or obligation required obligations to be performed or complied with by at or before the Seller, or (4) otherwise facilitating the consummation or performance of any of the Contemplated TransactionsClosing in accordance with Section 6.2. (b) Buyer will shall deliver to the Seller (or to such other Persons designated below):Seller: (i) $2,200,000 by wire transfer to an account specified by Seller in a writing delivered to Buyer at least three business days prior to the cash portion of the Purchase Price and appropriate agreements evidencing the assumption of certain liabilities (as provided in Sections 2.2(a) and 2.5 below)Closing Date; (ii) a share certificate representing the NonShares; (iii) the Lock-Competition Up Agreement and the Employment Agreements, all executed by Buyer; (iiiiv) the Registration Rights Agreement executed by Buyer; (v) the Noncompetition Agreements executed by Buyer; (vi) a certificate executed by Buyer representing and warranting as to the Seller and the Parent Entity that each accuracy of Buyer's its representations and warranties in 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 in accordance with Section 7.1 and as if made on the Closing Date (the "Buyer's Closing Certificate"). (iv) opinion(s) to its compliance with and performance of counsel, dated the Closing Date, in the form of Exhibit 2.4(b)(iv); and (v) such other documents as Seller may reasonably request for the purpose of (1) enabling its counsel to provide the opinion referred to in Section 2.4(a), (2) evidencing the accuracy of any representation or warranty of Buyer, (3) evidencing the performance by Buyer of, or the compliance by Buyer with, any covenant or obligation required covenants and obligations to be performed or complied with by Buyer, at or (4) otherwise facilitating before the consummation of the Contemplated Transactions.Closing in accordance with Section 7.2; and

Closing Obligations. At the Closing: (a) Seller or the Parent Entity, as applicable, Sellers will deliver or cause to be delivered to Buyer: (i) such bills of salecertificates representing the Shares, endorsements, consents, assignments, and other good and sufficient instruments of conveyance and assignment as shall be reasonably required duly endorsed (or accompanied by the duly executed stock powers) MPW Management Services for transfer to Buyer and its counsel and as shall be effective to vest in the Buyer good and marketable title in and to all the Company Assets, together with copies of all the contracts, agreements, commitments, books, records, files, computer data, computer disks, electronic storage media, documents and the like relating to the Company Assets.Sub; (ii) the Intellectual Property Assignment in the form attached hereto as EXHIBIT 2.4(a)(ii). ------------------ (iii) separate Employment Agreements for each of the employees listed on Exhibit 2.4(a)(iii)-1 and in the form attached hereto as Exhibit --------------------- ------- 2.4(a)(iii)-2 (the "Employment Agreements"); ------------- (iv) the Non-Competition Agreement in the form attached hereto as EXHIBIT 2.4(a)(iv) (the "Non-Competition Agreement"); ------------------ (v) a certificate executed by Seller and the Parent Entity representing and warranting to Buyer that Chief Executive or Chief Financial Officer of each of Seller's and Sellers to the Parent Entity's effect that, except as otherwise stated in such certificate, each of Sellers' representations and warranties in 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 Date; (iii) an opinion of Jone▇, ▇▇y, Reav▇▇ & ▇ogu▇, ▇▇bstantially in the "Seller's Closing Certificate")form of EXHIBIT C attached hereto; (iv) an employment agreement between the Company and Dean ▇▇▇▇▇▇; (v) fully executed counterparts to the Nashville Lease and, if the required Consents have been obtained, the Rochester Hills License; (vi) opinion(s) of counsel, dated the Closing Datedocumentary evidence, in the a form satisfactory to Buyer, that Sellers have obtained all consents and waivers of EXHIBIT 2.4(a)(vi)third-parties listed on SCHEDULES 3.2(c) to this Agreement; and -----------------and (vii) such other documents as Buyer may reasonably request for the purpose resignation of (1) enabling its counsel to provide the opinion referred to in Section 2.4(b), (2) evidencing the accuracy of any of Seller's and/or the Parent Entity's representations and warranties, (3) evidencing the performance by Seller of, or the compliance by Seller with, any covenant or obligation required to be performed or complied with by the Seller, or (4) otherwise facilitating the consummation or performance of any each director of the Contemplated TransactionsAcquired Companies. (b) Buyer will deliver to the Seller (or to such other Persons designated below):Sellers: (i) the cash portion of the Estimated Purchase Price and appropriate agreements evidencing the assumption by wire transfer of certain liabilities (as provided in Sections 2.2(a) and 2.5 below)immediately available funds to an account or accounts specified by Group; (ii) the Non-Competition Agreement and the Employment Agreements, all executed by Buyer; (iii) a certificate executed by the Chief Executive or Chief Financial Officer of each of Parent and Buyer representing and warranting Sub to the Seller and the Parent Entity that effect that, except as otherwise stated in such certificate, each of BuyerParent's and Buyer Sub's respective representations and warranties in this Agreement was were accurate in all material respects as of the date of this Agreement and is are accurate in all material respects as of the Closing Date as if made on the Closing Date Date; (the "Buyer's Closing Certificate").iii) documentary evidence, in a form satisfactory to Sellers, that Buyer has obtained all consents and waivers of third-parties listed on SCHEDULE 4.2(c) to this Agreement; and (iv) opinion(s) of counselfully executed counterparts to the Nashville Lease and, dated if the Closing Daterequired Consents have been obtained, in the form of Exhibit 2.4(b)(iv); and (v) such other documents as Seller may reasonably request for the purpose of (1) enabling its counsel to provide the opinion referred to in Section 2.4(a), (2) evidencing the accuracy of any representation or warranty of Buyer, (3) evidencing the performance by Buyer of, or the compliance by Buyer with, any covenant or obligation required to be performed or complied with by Buyer, or (4) otherwise facilitating the consummation of the Contemplated TransactionsRochester Hills License.

Closing Obligations. At the Closing: (a) Seller or the Parent EntitySellers will deliver, as applicable, will deliver or cause to be delivered delivered, to Buyer: (i) such bills the certificate(s) 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 salethe National Association of Securities Dealers, endorsementsInc., consents, assignments, and other good and sufficient instruments of conveyance and assignment as shall be reasonably required by the Buyer and its counsel and as shall be effective for transfer to vest in the Buyer good and marketable title in and to all the Company Assets, together with copies of all the contracts, agreements, commitments, books, records, files, computer data, computer disks, electronic storage media, documents and the like relating to the Company Assets.Buyer; (ii) the Intellectual Property Assignment employment agreement in substantially the form attached of Exhibit 2.4(a)(ii) hereto as EXHIBIT 2.4(a)(iiwith ▇▇▇▇▇ ▇▇▇▇▇▇▇, an individual residing at, ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, NV 89014, and currently the Company’s Chief Operating Officer (“DG”) ( “Employment Agreement”). ------------------, executed, by DG; (iii) separate Employment Agreements for each of the employees listed on Exhibit 2.4(a)(iii)-1 and consulting agreement in substantially the form attached of Exhibit 2.4(a)(iii) hereto as Exhibit --------------------- ------- 2.4(a)(iii)-2 with D& L Partnership, a Nevada General Partnership, the only partners of which are DF and LF (the "Employment Agreements"“Consulting Agreement”); -------------; (iv) the Nonnon-Competition Agreement competition agreements in the form attached hereto as EXHIBIT of Exhibits 2.4(a)(iv) (DF) (LF), and (D&L) hereto, executed by each of the "Sellers (collectively, the “Non-Competition Agreement"competition Agreements”); ------------------; (v) an opinion of ▇▇▇▇ Doechung ▇▇▇, as counsel to Sellers and the Company, addressed to the Buyer in substantially the form of Exhibit 2.4 (v) hereto; (vi) a certificate executed by Seller Sellers and the Parent Entity Company representing and warranting to Buyer that each of Seller's Sellers’ and the Parent Entity's Company’s representations and warranties in 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 (the "Seller's Closing Certificate"); (vi) opinion(s) of counsel, dated the Closing Date, in the form of EXHIBIT 2.4(a)(vi); and ----------------- (vii) such other documents as Buyer may reasonably request for the purpose of (1) enabling its counsel giving full effect to provide the opinion referred to in Section 2.4(b), (2) evidencing the accuracy of any of Seller's and/or the Parent Entity's representations and warranties, (3) evidencing the performance by Seller of, or the compliance by Seller with, any covenant or obligation required to be performed or complied with by the Seller, or (4) otherwise facilitating the consummation or performance of any of the Contemplated Transactions. (b) Buyer will deliver supplements to the Seller (or Disclosure Letter that were delivered by Sellers to such other Persons designated below): (i) the cash portion of the Purchase Price and appropriate agreements evidencing the assumption of certain liabilities (as provided in Sections 2.2(a) and 2.5 below); (ii) the Non-Competition Agreement and the Employment Agreements, all executed by Buyer; (iii) a certificate executed by Buyer representing and warranting prior to the Seller and the Parent Entity that each of Buyer's representations and warranties in 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 (the "Buyer's Closing Certificate"). (iv) opinion(s) of counsel, dated the Closing Date, in the form of Exhibit 2.4(b)(ivaccordance with Section 5.5); and (v) such other documents as Seller may reasonably request for the purpose of (1) enabling its counsel to provide the opinion referred to in Section 2.4(a), (2) evidencing the accuracy of any representation or warranty of Buyer, (3) evidencing the performance by Buyer of, or the compliance by Buyer with, any covenant or obligation required to be performed or complied with by Buyer, or (4) otherwise facilitating the consummation of the Contemplated Transactions.

Closing Obligations. At the Closing: (a) Seller or the Parent Entity, as applicable, Boynton will deliver or cause to be delivered to Buyer: (i) such bills certificates representing all of salethe issued and outstanding shares of capital stock of Selene, endorsementsduly endorsed (or accompanied by duly executed stock powers), consents, assignments, and other good and sufficient instruments of conveyance and assignment as shall be reasonably required by the Buyer and its counsel and as shall be effective for transfer to vest in the Buyer good and marketable title in and to all the Company Assets, together with copies of all the contracts, agreements, commitments, books, records, files, computer data, computer disks, electronic storage media, documents and the like relating to the Company Assets.Buyer; (ii) the Intellectual Property Assignment releases in the form attached hereto as EXHIBIT of Exhibit 2.4(a)(ii) executed by Boynton (collectively, "Boynton Releases"). ------------------; (iii) separate Employment Agreements for each of the employees listed on Exhibit 2.4(a)(iii)-1 and in the form attached hereto as Exhibit --------------------- ------- 2.4(a)(iii)-2 (the "Employment Agreements"); ------------- (iv) the Non-Competition Agreement in the form attached hereto as EXHIBIT 2.4(a)(iv) (the "Non-Competition Agreement"); ------------------ (v) a certificate executed by Seller and Boynton in the Parent Entity form of Exhibit 2.4(a)(iii) representing and warranting to Buyer that each of Seller's and the Parent EntityBoynton's representations and warranties in 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 any supplements to the Disclosure Letter delivered by Sellers to Buyer prior to the Closing Date in accordance with Section 8.5 (the "Seller's Closing CertificateDisclosure Letter"); (viiv) opinion(s[omitted]; (v) of counsel, dated the Closing Date, a non-compete agreement in the form of EXHIBIT 2.4(a)(viExhibit 2.4(a)(v); and -----------------and (viivi) such other documents as Buyer may a recent certificate of good standing of Selene, certified resolutions of the Board of Directors of Selene with respect to the Contemplated Transactions in form reasonably request for the purpose of (1) enabling its satisfactory to counsel to provide Buyer, and resignations by all directors and officers of Selene and an instrument which elects designees of Buyer as the opinion referred to in Section 2.4(b), (2) evidencing the accuracy successor directors and officers of any of Seller's and/or the Parent Entity's representations and warranties, (3) evidencing the performance by Seller of, or the compliance by Seller with, any covenant or obligation required to be performed or complied with by the Seller, or (4) otherwise facilitating the consummation or performance of any of the Contemplated TransactionsSelene. (b) Buyer Bie will deliver to the Seller (or to such other Persons designated below):Buyer: (i) the cash portion certificates representing all of the Purchase Price issued and appropriate agreements evidencing the assumption outstanding shares of certain liabilities (as provided in Sections 2.2(a) and 2.5 below)capital stock of JBE, duly endorsed, or accompanied by duly executed stock powers; (ii) the Non-Competition Agreement and the Employment Agreements, all executed by Buyer; (iii) a certificate executed by Buyer representing and warranting to the Seller and the Parent Entity that each of Buyer's representations and warranties in 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 (the "Buyer's Closing Certificate"). (iv) opinion(s) of counsel, dated the Closing Date, releases in the form of Exhibit 2.4(b)(iv2.4(b); and (v) such other documents as Seller may reasonably request for the purpose of (1) enabling its counsel to provide the opinion referred to in Section 2.4(a), (2) evidencing the accuracy of any representation or warranty of Buyer, (3) evidencing the performance by Buyer of, or the compliance by Buyer with, any covenant or obligation required to be performed or complied with by Buyer, or (4) otherwise facilitating the consummation of the Contemplated Transactions.

Closing Obligations. At the Closing: (a) Seller or the Parent EntityPrincipal, as applicable, will deliver or cause to be delivered to Buyer: (i) such bills of sale, endorsements, consents, assignments, and other good and sufficient instruments of conveyance and assignment as shall be reasonably required by the Buyer and its counsel and as shall be effective to vest in the Buyer (or at Buyer's election, its affiliates) good and marketable title in and to all the Company Assets, together with copies of all the contracts, agreements, commitments, books, records, files, computer data, computer disks, electronic storage media, documents and the like relating to the Company Assets. (ii) the Intellectual Property Assignment Consulting Agreement executed by ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ in the form attached hereto as EXHIBIT 2.4(a)(ii2.4(A)(II) (the "Consulting ------------------ Agreement"). ------------------; (iii) separate Employment Agreements for each of the employees listed on Exhibit 2.4(a)(iii)-1 EXHIBIT 2.4(A)(III)-1 and in the form attached hereto as Exhibit --------------------- ------- 2.4(a)(iii)-2 EXHIBIT 2.4(A)(III)-2 (the "Employment Agreements"); -------------, provided, ---------------------- however, the delivery of the Employment Agreements shall only be a condition of Closing (which may be waived by Buyer) and neither Seller nor Principal shall have any liability for the failure to deliver the Employment Agreements at Closing); (iv) the Non-Competition Agreement executed by the Seller in the form attached hereto as EXHIBIT 2.4(a)(iv2.4(A)(IV) (the "Non-Competition ------------------ Agreement"); ------------------; (v) the STC Subordinated Note Agreement executed by Seller; (vi) a joint writing pursuant to the Pre-Closing Escrow Agreement executed by Seller and directing the escrow agent to disburse the Escrow Fund to Seller to be applied against the cash portion of the Purchase Price; (vii) a certificate executed by Seller and the Parent Entity Principal representing and warranting to Buyer that each of Seller's and the Parent EntityPrincipal's representations and warranties in 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 (the "Seller's Closing Certificate"); (viviii) opinion(s) of counsel, dated the Closing Date, in the form of EXHIBIT 2.4(a)(vi2.4(A)(VIII); and ------------------------------------- (viiix) such other documents as Buyer may reasonably request for the purpose of (1) enabling its counsel to provide the opinion referred to in Section 2.4(b), (2) evidencing the accuracy of any of Seller's and/or the Parent EntityPrincipal's representations and warranties, (3) evidencing the performance by Seller of, or the compliance by Seller with, any covenant or obligation required to be performed or complied with by the Seller, or (4) otherwise facilitating the consummation or performance of any of the Contemplated Transactions; and (x) a joint venture agreement between Seller, Principal and/or an affiliate thereof, and Buyer (or its affiliate), in form and substance reasonably satisfactory to both parties, pertaining to the ownership and operation of the inmate telephone business outside of the United States and particularly including Seller's current ownership and operation of International Transmissions & Communications, Inc., a Mexican corporation. (b) Buyer will deliver to the Seller (or to such other Persons designated below): (i) the cash portion of the Purchase Price (less the Escrow Fund held under the Pre-Closing Escrow Agreement), the STC Subordinated Note Agreement, the Subordinated STC Note and appropriate agreements evidencing the assumption of certain liabilities Assumption Agreement (as provided in Sections 2.2(a) and Section 2.5 below); (ii) any consulting fees or other compensation required to be paid at Closing pursuant to the terms of the Consulting Agreement, the Non-Competition Agreement and/or the Employment Agreements; (iii) the Consulting Agreement, the Non-Competition Agreement and the Employment Agreements, all executed by Buyer; (iiiiv) a joint writing pursuant to the Pre-Closing Escrow Agreement executed by Buyer and directing the escrow agent to disburse the Escrow Fund to Seller to be applied against the cash portion of the Purchase Price; (v) a certificate executed by Buyer representing and warranting to the Seller and the Parent Entity that each of Buyer's representations and warranties in 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 (the "Buyer's Closing Certificate"). (ivvi) opinion(s) of counsel, dated the Closing Date, in the form of Exhibit 2.4(b)(ivEXHIBIT 2.4(B)(VI); and------------------ (vvii) such other documents as Seller may reasonably request for the purpose of (1) enabling its counsel to provide the opinion referred to in Section 2.4(a), (2) evidencing the accuracy of any representation or warranty of Buyer, (3) evidencing the performance by Buyer of, or the compliance by Buyer with, any covenant or obligation required to be performed or complied with by Buyer, or (4) otherwise facilitating the consummation of the Contemplated Transactions; and (viii) a joint venture agreement between Seller, Principal and/or an affiliate thereof, and Buyer (or its affiliate), in form and substance reasonably satisfactory to both parties, pertaining to the ownership and operation of the inmate telephone business outside of the United States and particularly including Seller's current ownership and operation of International Transmissions & Communications, Inc., a Mexican corporation.

Closing Obligations. At the Closing: (a) Seller or the Parent Entity, as applicable, Sellers will deliver or cause to be delivered to Buyer: (i) such bills of saleCertificates for the Stock, endorsements, consents, assignmentsduly endorsed for transfer to Buyer, and other good and sufficient instruments of conveyance and assignment as shall be reasonably required by the Buyer and its counsel and as shall be effective to vest in the Buyer good and marketable title in and to all the Company Assets, together with copies of all the contracts, agreements, commitments, books, records, files, computer data, computer disks, electronic storage media, documents and the like relating to the Company Assets.Company’s stock ledger; (ii) the Intellectual Property Assignment in the form attached hereto as EXHIBIT 2.4(a)(ii). ------------------all necessary Consents and other approvals, including without limitation those set forth on Schedule 3.3; (iii) separate Employment Agreements for each the Governing Documents of the employees listed on Exhibit 2.4(a)(iii)-1 Company, duly certified (in the case of the articles of incorporation) as of a recent date by the Utah Secretary of State; (iv) certificates dated as of a date not earlier than five (5) business days prior to the Closing as to the good standing of the Company and payment of all applicable state franchise Taxes by the Company, executed by the appropriate Utah officials; (v) evidence of the resignations or removal from the Board of Directors of the Company of all of the Company’s directors; (vi) releases in the form attached hereto as Exhibit --------------------- ------- 2.4(a)(iii)-2 A, duly executed by Sellers (the "Employment Agreements"collectively, “Sellers’ Release”); -------------; (ivvii) the Non-Competition Agreement Real Estate Lease for space at ▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, in the form attached hereto as EXHIBIT 2.4(a)(iv) Exhibit B (the "“Lease”), duly executed by the Company and ALBA LLC, a Utah limited liability company; (viii) the Non-Competition Agreement"); ------------------ (v) a certificate executed by Seller and the Parent Entity representing and warranting to Buyer that each of Seller's and the Parent Entity's representations and warranties in 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 (the "Seller's Closing Certificate"); (vi) opinion(s) of counsel, dated the Closing DateAgreements, in the form of EXHIBIT 2.4(a)(viattached hereto as Exhibit C (the “Non-Competition Agreements”); and -----------------, duly executed by each Seller; (viiix) the Section 338(h)(10) Forms, duly executed by each Seller and the Company; (x) certificates, in a form reasonably acceptable to Buyer, duly executed by each Seller under penalty of perjury certifying that such Seller is not a “foreign person” in accordance with the Treasury Regulations under Section 1445 of the Code, such that Buyer is exempt from withholding under Section 1445 of the Code; and (xi) such other documents as Buyer may reasonably request for the purpose of (1) enabling its counsel to provide the opinion referred to in Section 2.4(b), (2) evidencing the accuracy of any of Seller's and/or the Parent Entity's representations and warranties, (3) evidencing the performance by Seller of, or the compliance by Seller with, any covenant or obligation required to be performed or complied with by the Seller, or (4) otherwise facilitating the consummation or performance of any of the Contemplated Transactions. (b) Buyer will deliver to the Seller (or to such other Persons designated below):Sellers: (i) the cash portion of the Closing Purchase Price and appropriate agreements evidencing the assumption of certain liabilities (as provided in Sections 2.2(a) and 2.5 below);Price; and (ii) the Non-Competition Agreement and the Employment AgreementsSellers’ Release, all executed acknowledged by Buyer; (iii) a certificate the Non-Competition Agreements, duly executed by Buyer representing and warranting to the Seller and the Parent Entity that each of Buyer's representations and warranties in 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 (the "Buyer's Closing Certificate"). (iv) opinion(s) of counsel, dated the Closing Date, in the form of Exhibit 2.4(b)(iv); and (viv) such other documents as Seller may reasonably request for the purpose of (1) enabling its counsel to provide the opinion referred to in Section 2.4(a), (2) evidencing the accuracy of any representation or warranty of Buyer, (3) evidencing the performance by Buyer of, or the compliance by Buyer with, any covenant or obligation required to be performed or complied with by Buyer, or (4) otherwise facilitating the consummation or performance of any of the Contemplated Transactions.

Closing Obligations. At the Closing: (a) Seller or the Parent Entity, as applicable, will deliver or cause to be delivered to BuyerPurchaser: (i) such bills of salecertificate(s) representing the Shares, endorsements, consents, assignments, and other good and sufficient instruments of conveyance and assignment as shall be reasonably required duly endorsed (or accompanied by the Buyer and its counsel and as shall be effective duly executed stock powers) for transfer to vest in the Buyer good and marketable title in and to all the Company Assets, together with copies of all the contracts, agreements, commitments, books, records, files, computer data, computer disks, electronic storage media, documents and the like relating to the Company Assets.Purchaser; (ii) a certificate of existence for the Intellectual Property Assignment Company from the Secretary of State of the State of Texas, showing the Company to be in the form attached hereto as EXHIBIT 2.4(a)(ii). ------------------existence; (iii) separate Employment Agreements a certificate of account status for each the Company from the Comptroller of Public Accounts of the employees listed on Exhibit 2.4(a)(iii)-1 State of Texas, showing the Company to be in good standing; (iv) certificates from each state where the Company is required to be qualified as a foreign corporation, including, without limitation, the State of California, showing such qualification, dated as of a date within fifteen (15) days of the Closing Date; (v) a list of all bank accounts, safe deposit boxes, brokerage accounts and other institutional accounts of the Company as of the Closing Date together with complete executed corporate resolutions relating to all such accounts providing that Seller, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, have sole signature authority over the funds in such accounts; (vi) written resignations of all officers and members of the Board of Directors of the Company; (vii) a fully executed copy of the Limited Liability Company Agreement of CRESA Management, LLC, a limited liability company organized under the laws of the State of Delaware, in substantially the form attached hereto as Exhibit --------------------- ------- 2.4(a)(iii)-2 A (the "Employment Agreements"“MGMT LLC Agreement”); -------------; (ivviii) the Non-Competition Agreement in bylaws of the form attached hereto Company certified by the Secretary of the Company as EXHIBIT 2.4(a)(iv) (being true, correct and complete as of the "Non-Competition Agreement"); ------------------Closing Date; (vix) the Articles of Incorporation of the Company certified by the Secretary of the Company as being true, correct and complete as of the Closing Date; (x) the Seller Disclosure Schedule; (xi) a certificate executed by of Seller and the Parent Entity representing and warranting certifying whether, with respect to Buyer that each of Seller's and the Parent Entity's those representations and warranties qualified by any materiality standard, the representations and warranties of Seller contained in this Agreement was accurate are true and correct in all respects, and with respect to all other representations and warranties, whether such representations and warranties are true and correct in all material respects respects, in each case as of the date of this Agreement and is accurate in all material respects at and as of the Closing Date as if made on at and as of the Closing Date (and compliance with the "covenants and conditions precedent to the Closing which are incumbent upon Seller's Closing Certificate"); (vixii) opinion(san executed original of the Voting Agreement (the “Voting Agreement”) between Seller and Ascendant Solutions, Inc., a Delaware corporation and sole stockholder of counsel, dated the Closing Date, Purchaser (“ASDS”) in substantially the form of EXHIBIT 2.4(a)(vi); and -----------------attached hereto as Exhibit B; (viixiii) such other documents as Buyer may reasonably request for the purpose of (1) enabling its counsel to provide the opinion referred to in Section 2.4(b), (2) evidencing the accuracy of any of Seller's and/or the Parent Entity's representations and warranties, (3) evidencing the performance by Seller of, or the compliance by Seller with, any covenant or obligation required to be performed or complied with by the Seller, or (4) otherwise facilitating the consummation or performance of any an executed original of the Contemplated TransactionsGuaranty Agreement (the “CRESA Guaranty Agreement”) by and between Seller and CRESA Partners in a form mutually agreeable to Seller and CRESA Partners to guaranty payment of the Note; and (xiv) an executed original of the Guaranty Agreement (the “ASDS Guaranty Agreement”) by and between Seller and ASDS which will be supported by a security interest in ASDS’s stock in Purchaser and will be in a form mutually agreeable to Seller and ASDS to guaranty payment of the Note. (b) Buyer Purchaser will deliver to the Seller (or to such other Persons designated below):Seller: (i) the cash portion an executed original of the Purchase Price promissory note (the “Note”), in a form mutually agreeable to Purchaser and appropriate agreements evidencing Seller, made payable by Purchaser to Seller in the assumption original principal amount of certain liabilities Six Million Nine Hundred Thousand Dollars ($6,900,000) (which amount will include the sum of One Million Nine Hundred Thousand Dollars ($1,900,000.00) as provided an advance of the amount to be earned by Seller pursuant to Section 1.6 (the “Advance Payment”)) (such indebtedness or any indebtedness incurred in Sections 2.2(a) and 2.5 belowconnection with refinancing such indebtedness is hereinafter referred to as the “Acquisition Indebtedness”); (ii) an executed original of the Non-Competition Security Agreement (the “Security Agreement”), by CRESA Partners in favor of Seller which will be in a form mutually agreeable to Purchaser and Seller to secure the Employment Agreements, all executed by BuyerNote; (iii) the bylaws of Purchaser certified by the Secretary of Purchaser as being true, correct and complete as of the Closing Date; (iv) the Certificate of Incorporation of Purchaser certified by the Secretary of Purchaser as being true, correct and complete as of the Closing Date; and (v) the Purchaser Disclosure Schedule; (vi) an executed original of the Agreement of Contribution and Assignment of Assets and Liabilities (the “Contribution Agreement”), by and between ASDS and CRESA Partners in substantially the form attached hereto as Exhibit C; and (vii) a certificate executed by Buyer representing and warranting of Purchaser certifying whether, with respect to the Seller and the Parent Entity that each of Buyer's those representations and warranties qualified by any materiality standard, the representations and warranties of Purchaser contained in this Agreement was accurate are true and correct in all respects, and with respect to all other representations and warranties, whether such representations and warranties are true and correct in all material respects respects, in each case as of the date of this Agreement and is accurate in all material respects at and as of the Closing Date as if made on at and as of the Closing Date and compliance with the covenants and conditions precedent to the Closing which are incumbent upon Purchaser; (c) Seller will cause CRESA Partners of Orange County, LP, a limited partnership organized under the laws of the State of Delaware (“CRESA Partners”), to deliver to ASDS an executed original of: (i) the Agreement of Structuring Services, by and between CRESA Partners and ASDS (the "Buyer's Closing Certificate").“Structuring Agreement”) in substantially the form attached hereto as Exhibit D, and will cause CRESA Partners to make the first payment of $230,000 under the Structuring Agreement; (ii) the CRESA Guaranty Agreement; (iii) the Contribution Agreement; and (iv) opinion(sthe Security Agreement. (d) of counsel, dated Purchaser will cause ASDS to deliver to Seller an executed original of: (i) the Closing Date, in Voting Agreement; (ii) the form of Exhibit 2.4(b)(iv)Structuring Agreement; and (viii) such other documents as the ASDS Guaranty Agreement. (e) Seller may reasonably request for the purpose of (1) enabling its counsel will cause CRESA Partners to provide the opinion referred execute and deliver to in Section 2.4(a), (2) evidencing the accuracy of any representation or warranty of Buyer, (3) evidencing the performance by Buyer of, or the compliance by Buyer with, any covenant or obligation required to be performed or complied with by Buyer, or (4) otherwise facilitating the consummation Purchaser a copy of the Contemplated TransactionsAgreement of Limited Partnership of CRESA Partners executed by all of the partners other than Purchaser (the “Partnership Agreement”) in substantially the form attached hereto as Exhibit E. (f) Purchaser will deliver to CRESA Partners an executed original of the Partnership Agreement.

Closing Obligations. At the Closing: (a) Seller or the Parent Entity, as applicable, The Company will deliver or cause to be delivered to the Buyer: (i) such bills of sale, endorsements, consents, assignments, and other good and sufficient instruments of conveyance and assignment as shall be reasonably required by the Buyer and its counsel and as shall be effective to vest in the Buyer good and marketable title in and to all the Company The Acquired Assets, together with copies free and clear of all the contracts, agreements, commitments, books, records, files, computer data, computer disks, electronic storage media, documents and the like relating to the Company Assets.Encumbrances other than Permitted Encumbrances; (ii) the Intellectual Property Assignment in the form attached hereto as EXHIBIT 2.4(a)(ii). ------------------S▇▇▇▇▇ Employment Agreement, executed by S▇▇▇▇▇; (iii) separate Employment Agreements for each of the employees listed on Exhibit 2.4(a)(iii)-1 and agreements in the form attached hereto as Exhibit --------------------- ------- 2.4(a)(iii)-2 2.5(a)(iii) executed by each of the employees and independent contractors of the Company identified on Schedule 2.5(a)(iii) (the "Employment “Producer Agreements"”); -------------; (iv) the Nonconfidentiality, non-Competition Agreement solicitation and assignment agreements in the form attached hereto as EXHIBIT 2.4(a)(ivExhibit 2.5(a)(iv) executed by each of the employees and independent contractors of the Company identified on Part I of Schedule 2.5(a)(iv) (the "Non-Competition Agreement"“Nondisclosure Agreements”); ------------------; (v) agreements in the form attached hereto as Exhibit 2.5(a)(v) executed by each of the brokers identified on Schedule 2.5(a)(v) (the “Broker Agreements”); (vi) amendments to each of the Independent Contractor Agreements other than the R▇▇▇▇▇▇ Agreement, each in form satisfactory to the Buyer in its sole discretion, executed by BIA and/or NVIA, as applicable, and by the applicable Independent Contractor; (vii) an executed copy of Schedule 2.2(b) in form and substance satisfactory to the Buyer in its sole discretion; (viii) a certificate executed by Seller each of BIA and the Parent Entity NVIA representing and warranting to the Buyer that each of Seller's and the Parent Entity's Company’s representations and warranties in 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 except (A) for any changes resulting from activities or transactions which may have taken place after the "Seller's Closing Certificate"); (vi) opinion(s) of counsel, dated the Closing Date, date hereof and are permitted or contemplated by this Agreement or which have been entered into or have otherwise occurred in the form Ordinary Course of EXHIBIT 2.4(a)(vi); Business and ----------------- (viiB) except to the extent that such other documents representations and warranties are made as Buyer may reasonably request for the purpose of (1) enabling its counsel another specified date and, as to provide the opinion referred to in Section 2.4(b), (2) evidencing the accuracy of any of Seller's and/or the Parent Entity's such representations and warranties, the same shall be true as of such specified date; (3ix) evidencing the performance by Seller of, or the compliance by Seller with, any covenant or obligation required to be performed or complied with by the Seller, or (4) otherwise facilitating a resolution of BIA’s board of directors authorizing BIA’s execution and delivery of this Agreement and the consummation or performance of any of the Contemplated Transactions; (x) a resolution of NVIA’s board of directors authorizing NVIA’s execution and delivery of this Agreement and the consummation of the Contemplated Transactions; (xi) a Certificate of Fact issued by the SCC for each of BIA and NVIA, in each case dated not earlier than ten (10) days prior to the Closing Date; and (xii) such bills of sale, endorsements, assignments and other documents as are necessary to transfer to the Buyer good and valid title to the Acquired Assets, free and clear of all Encumbrances other than Permitted Encumbrances. (b) The Buyer will deliver to the Seller (or to such other Persons designated below):Company: (i) the cash portion of the Purchase Price and appropriate agreements evidencing the assumption of certain liabilities (as provided in Sections 2.2(a) and 2.5 below)Closing Payment; (ii) the Non-Competition Agreement and the S▇▇▇▇▇ Employment AgreementsAgreement, all executed by the Buyer;; and (iii) a certificate executed by the Buyer representing and warranting to the Seller and the Parent Entity effect that each of the Buyer's ’s representations and warranties in 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 except (A) for any changes resulting from activities or transactions which may have taken place after the "Buyer's Closing Certificate"). (iv) opinion(s) of counsel, dated the Closing Date, date hereof and are permitted or contemplated by this Agreement or which have been entered into or have otherwise occurred in the form Ordinary Course of Exhibit 2.4(b)(iv); Business and (B) except to the extent that such representations and warranties are made as of another specified date and (v) , as to such other documents representations and warranties, the same shall be true as Seller may reasonably request for the purpose of (1) enabling its counsel to provide the opinion referred to in Section 2.4(a), (2) evidencing the accuracy of any representation or warranty of Buyer, (3) evidencing the performance by Buyer of, or the compliance by Buyer with, any covenant or obligation required to be performed or complied with by Buyer, or (4) otherwise facilitating the consummation of the Contemplated Transactionssuch specified date.

Closing Obligations. At the Closing, subject to the terms, covenants and conditions contained herein: (a) Seller or the Parent Entity, as applicable, Shareholder will deliver or cause to be delivered to BuyerParent: (i) such bills of salecertificates representing the Shares, endorsements, consents, assignments, and other good and sufficient instruments of conveyance and assignment as shall to be reasonably required by the Buyer and its counsel and as shall be effective surrendered to vest in the Buyer good and marketable title in and to all the Company Assets, together with copies of all the contracts, agreements, commitments, books, records, files, computer data, computer disks, electronic storage media, documents and the like relating to the Company Assets.Parent; (ii) the Intellectual Property Assignment noncompetition agreement in the form attached hereto as EXHIBIT 2.4(a)(iiof Exhibit 5.11 executed by Shareholder (the "Noncompetition Agreement"). ------------------; (iii) separate Employment Agreements for each of the employees listed on Exhibit 2.4(a)(iii)-1 and in the form attached hereto as Exhibit --------------------- ------- 2.4(a)(iii)-2 (the "Employment Agreements"); ------------- (iv) the Non-Competition Agreement in the form attached hereto as EXHIBIT 2.4(a)(iv) (the "Non-Competition Agreement"); ------------------ (v) a certificate executed by Seller and the Parent Entity Shareholder representing and warranting to Buyer Parent and Newco that each of SellerShareholder's and the Parent EntityCompany's representations and warranties in this Agreement was accurate in all material respects as of the date of this Agreement and is are 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 initial disclosure of the Shareholder's Disclosure Memorandum which was delivered by Shareholder to Parent prior to the Closing Date); and (iv) investment letter executed by Shareholder in the form attached hereto as Exhibit 5.9, (the "Seller's Closing CertificateInvestment Letter"). (v) an opinion of counsel as referred to in Section 8.1(f); (vi) opinion(s) letters of counsel, dated resignation of the Closing Date, in officers and directors of the form of EXHIBIT 2.4(a)(vi); and -----------------Company; (vii) such All other documents as Buyer may reasonably request for the purpose of (1) enabling its counsel to provide the opinion referred to in Section 2.4(b), (2) evidencing the accuracy of any of Seller's and/or the Parent Entity's representations and warranties, (3) evidencing the performance by Seller of, or the compliance by Seller with, any covenant or obligation certificates required to be performed or complied with by the Sellerdelivered to Parent pursuant to this Agreement including, or (4) otherwise facilitating the consummation or performance of any of the Contemplated Transactionsif not previously delivered. (b) Buyer Parent will deliver to the Seller (or to such other Persons designated below):Shareholder: (i) the cash portion of the Purchase Price and appropriate agreements evidencing the assumption of certain liabilities (as provided in Sections 2.2(a) and 2.5 below)Stock Amount, issued to Shareholder; (ii) the Non-Competition Agreement and Cash Amount (less any Asset payoff amounts) by bank, cashier's or certified check payable to the Employment Agreementsorder of Shareholder or wire transfer in immediately available funds to an account designated by Shareholder, all executed as may be selected by BuyerShareholder; (iii) a certificate executed by Buyer representing and warranting Parent to the Seller and the Parent Entity that effect that, except as otherwise stated in such certificate, each of BuyerParent's representations and warranties in this Agreement was accurate in all material respects as of the date of this Agreement and is accurate in all material respects respect as of the Closing Date as if made on the Closing Date (the "BuyerParent's Closing Certificate"). (iv) opinion(s) of counsel, dated the Closing Date, in the form of Exhibit 2.4(b)(iv); and (vc) such other documents as Seller may reasonably request for Parent and Company and Shareholder will enter into the purpose Articles of (1) enabling its counsel to provide Merger, and shall be executed by Company and Parent and filed with the opinion referred to in Section 2.4(a), (2) evidencing the accuracy Secretaries of any representation or warranty of Buyer, (3) evidencing the performance by Buyer of, or the compliance by Buyer with, any covenant or obligation required to be performed or complied with by Buyer, or (4) otherwise facilitating the consummation State of the Contemplated TransactionsState of Texas and the State of Arkansas.

Closing Obligations. At In addition to any other documents to be delivered under other provisions of this Agreement, at the Closing: (a) Seller or the Parent Entityand Shareholder, as applicablethe case may be, will shall deliver or cause to be delivered to Buyer, together with funds sufficient to pay all Taxes necessary for the transfer, filing or recording thereof: (i) 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”) executed by Seller; (ii) an assignment of all of the Assets 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 the Assumed Liabilities (the “Assignment and Assumption Agreement”) executed by Seller; (iii) assignments of all Intellectual Property Assets and separate assignments of all registered Marks, Patents and Copyrights in the form of Exhibit 2.7 (a) (iii) executed by Seller; (iv) such other deeds, bills of sale, endorsements, consents, assignments, certificates of title, documents and other good and sufficient instruments of transfer and conveyance as may reasonably be requested by Buyer, each in form and assignment as shall be reasonably required by the substance satisfactory to Buyer and its legal counsel and as shall be effective to vest executed by Seller; (v) an employment agreement in the Buyer good form of Exhibit 2.7 (a) (v), executed by the Shareholder (the “Employment Agreement”); (vi) noncompetition agreements in the form of Exhibit 2.7(a)(vi), executed by the Shareholder (the “Noncompetition Agreements”); (vii) a certificate executed by Seller and marketable title the Shareholder as to the accuracy of their representations and warranties as of the date of this Agreement and as of the Closing in accordance with Section 7.1 and as to all their compliance with and performance of their covenants and obligations to be performed or complied with at or before the Company AssetsClosing in accordance with Section 7.2; and (viii) a certificate of the Secretary of Seller certifying, together with 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 contracts, agreements, commitments, books, records, files, computer data, computer disks, electronic storage media, documents execution and delivery of this Agreement and the like 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 Company AssetsContemplated 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. (ix) the Registration Rights Agreement, in the form attached as Exhibit 2.3(a)(iii), executed by the Seller Parties. (b) Buyer shall deliver to Seller and Shareholder, as the case may be: (i) twenty-five thousand dollars ($25,000) in cash or other immediately available funds payable by Buyer to Seller on the Closing Date; (ii) the Intellectual Property Assignment in the form attached hereto as EXHIBIT 2.4(a)(ii). ------------------Warrant; (iii) separate Employment Agreements for each of the employees listed on Exhibit 2.4(a)(iii)-1 Assignment and in the form attached hereto as Exhibit --------------------- ------- 2.4(a)(iii)-2 (the "Employment Agreements"); -------------Assumption Agreement executed by Buyer; (iv) the Non-Competition Employment Agreement in the form attached hereto as EXHIBIT 2.4(a)(iv) (the "Non-Competition Agreement"); ------------------executed by Buyer; (v) a certificate executed by Seller and Buyer as to the Parent Entity representing and warranting to Buyer that each accuracy of Seller's and the Parent Entity's its representations and warranties in 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 in accordance with Section 8.1 and as if made on the Closing Date (the "Seller's Closing Certificate"); (vi) opinion(s) to its compliance with and performance of counsel, dated the Closing Date, in the form of EXHIBIT 2.4(a)(vi); its covenants and ----------------- (vii) such other documents as Buyer may reasonably request for the purpose of (1) enabling its counsel to provide the opinion referred to in Section 2.4(b), (2) evidencing the accuracy of any of Seller's and/or the Parent Entity's representations and warranties, (3) evidencing the performance by Seller of, or the compliance by Seller with, any covenant or obligation required obligations to be performed or complied with by at or before the Seller, or (4) otherwise facilitating the consummation or performance of any of the Contemplated Transactions. (b) Buyer will deliver to the Seller (or to such other Persons designated below): (i) the cash portion of the Purchase Price and appropriate agreements evidencing the assumption of certain liabilities (as provided Closing in Sections 2.2(a) and 2.5 below)accordance with Section 8.2; (ii) the Non-Competition Agreement and the Employment Agreements, all executed by Buyer; (iiivi) a certificate executed by of the Secretary of Buyer representing certifying, as complete and warranting to the Seller and the Parent Entity that each of Buyer's representations and warranties in this Agreement was accurate in all material respects as of the date 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 is accurate in all material respects as of the Closing Date as if made on the Closing Date (the "Buyer's Closing Certificate"). (iv) opinion(s) of counsel, dated the Closing Date, in the form of Exhibit 2.4(b)(iv); and (v) such other documents as Seller may reasonably request for the purpose of (1) enabling its counsel to provide the opinion referred to in Section 2.4(a), (2) evidencing the accuracy of any representation or warranty of Buyer, (3) evidencing the performance by Buyer of, or the compliance by Buyer with, any covenant or obligation required to be performed or complied with by Buyer, or (4) otherwise facilitating 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; and (vii) the Registration Rights Agreement, in the form attached as Exhibit 2.3(a)(iii), executed by the Buyer.

Closing Obligations. 5.2.1 At Closing, the Seller and the Purchaser must do all the acts set out in Clause 5.2.2 and Clause 5.2.3, respectively. All the acts will be deemed to have taken place simultaneously and none of them will be deemed to have been completed until all of them have been completed. 5.2.2 At Closing: (a) , the Seller or the Parent Entity, as applicable, will must deliver or cause to be delivered to Buyerthe Purchaser: (i) such bills original share certificates in respect of sale, endorsements, consents, assignments, and other good and sufficient instruments of conveyance and assignment as shall be reasonably required by the Buyer and its counsel and as shall be effective to vest Sale Shares issued in the Buyer good and marketable title in and to all name of the Company Assets, together with copies of all the contracts, agreements, commitments, books, records, files, computer data, computer disks, electronic storage media, documents and the like relating to the Company Assets.Seller; (ii) originals of the Intellectual Property Assignment instruments of transfer in respect of the form attached hereto as EXHIBIT 2.4(a)(ii). ------------------Sale Shares duly executed by the Seller in favour of the Purchaser; (iii) separate Employment Agreements for copies of the letters informing the registered agent of each of the employees listed on Exhibit 2.4(a)(iii)-1 Target Companies of the change of directors, shareholders, secretaries, administrator and in contact person who maintains and controls the form attached hereto as Exhibit --------------------- ------- 2.4(a)(iii)-2 records and underlying documentation (the "Employment Agreements"if applicable); -------------; (iv) a draft copy of the Non-Competition Agreement in register of members of each of the form attached hereto as EXHIBIT 2.4(a)(iv) (Target Companies, reflecting the "Non-Competition Agreement"); ------------------Sale Shares registered under the name of the Purchaser; (v) a certificate executed of good standing issued by British Virgin Islands Registrar of Corporate Affairs and Samoa Registrar of International and Foreign Companies and certificate of incumbency issued by the registered agent of the Seller and each of the Relevant Companies incorporated in the British Virgin Islands and Samoa showing details of the directors, shareholders, secretaries, share capital, charges (and other particulars as the Seller and the Parent Entity representing and warranting Purchaser may agree prior to Buyer that the issue thereof) of such companies (as the case may be), in each of Seller's and the Parent Entity's representations and warranties in 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 (the "Seller's Closing Certificate")case dated not earlier than 3 Business Days prior to Closing; (vi) opinion(sin respect of each of the Taiwan Companies, (a) a copy of counseltheir corporate registration record published on the website of the Ministry of Economic Affairs, dated and (b) a confirmation signed by a director of the Closing Daterelevant company stating that the relevant company (1) is duly existing under the laws of Taiwan, (2) is not in the form process of EXHIBIT 2.4(a)(vi); dissolution or liquidation, and -----------------(3) its corporate particulars indicated on such corporate registration record are true and accurately reflect the relevant company’s situation as at Closing; (vii) in respect of Kerry Speedy, Hong Kong Companies Particulars Report and Certificate of Continuing Registration, both issued by the Hong Kong Companies Registry and a certified extract of Information on the Business Register issued by the Hong Kong Inland Revenue Commissioner, in each case dated not earlier than 3 Business Days prior to Closing; (viii) (a) in respect of each of ▇▇▇▇ ▇▇ Investments Co. Ltd., Da Ji International Ltd., Taiwan Kerry Investment Company Limited, ▇▇▇▇▇ Freight International Company Limited and Kerry Coffee, a letter issued by such company certifying the prevailing shareholders’ list, directors’ list, share capital and pledges; and (b) in respect of each of Taiwan Listco and Science Park Logistics Co., Ltd., a letter issued by such company certifying its shareholders holding more than 5% of their respective shares in their respective latest quarterly reports, directors’ list, share capital and pledges (limited to the status of pledges of shares held by members of Target Group) as at the date of issue, in each case dated not earlier than 3 Business Days prior to Closing, if applicable; (ix) original certificate of incorporation, certificate of incorporation on change of name (if any), memorandum and articles of association currently in force, business registration certificate (if applicable), original up-to-date registers of directors, members, secretary, transfer and charge and significant controllers (including, to the extent that Kerry Speedy has not been liquidated, the confirmation letters duly signed by the relevant significant controllers of Kerry Speedy confirming that (i) Kerry Speedy has already been informed of the significant controllers’ status as being its significant controllers and (ii) all the required particulars have been provided to Kerry Speedy by those significant controllers) (if applicable), and minute books, books of share certificates, the common seals and company chops of each of the Offshore Companies, if applicable (provided that in this respect, as regards all the original statutory registers of each of the Offshore Companies which are kept in the British Virgin Islands and Samoa, the Seller shall instruct the registered agent of each of the Offshore Companies in the British Virgin Islands and Samoa shall, as from Closing, to continue to hold such items and/or documents to the order of the Purchaser and subject to the Seller having given such instructions to the said registered agents, the said documents shall be deemed to have been delivered to the Purchaser at Closing); (x) copies of the share certificates of the then shareholders (to the extent that the share certificates are duly issued), certificate of incorporation, certificate of incorporation on change of name (if any), memorandum and articles of association currently in force and up-to-date registers of directors, members, secretary, transfer and charge (if applicable or equivalent documents) and minute books, the impression of the current common seals and current company chops of each of the Relevant Companies (other than the Offshore Companies), each of which duly certified as true copy or extract by a director of the respective companies (if applicable) and in the case of Taiwan Listco and Science Park Logistics Co., Ltd., only copies of historical corporate records aforementioned of up to two years prior to Closing; (xi) original written resignations of the existing directors, supervisors and secretary (each in the agreed form and substance approved by the Purchaser (acting reasonably)) of each member of the Target Group and its associated companies (where applicable) who were nominated by the Seller or its Affiliate and whom the Purchaser requires to resign upon Closing confirming that they have no claims whatsoever against each of the respective companies whether by way of accrued fees, compensation, remuneration, severance payments, pensions, expenses (whether contractual, statutory or otherwise) and whether due to loss of office, unfair dismissal, redundancy or otherwise; (xii) copy or extract of the board resolutions and shareholders resolutions of the Seller passed in compliance with the provisions of the memorandum and articles of association of the Seller and all applicable requirements under the laws of the place of its incorporation authorising its entering into and execution of this Agreement and the transactions pursuant hereto or contemplated herein, duly certified as true copy or extract by a director of the Seller; (xiii) copy or extract of the board resolutions of the Seller Guarantor passed in compliance with the provisions of the constitutional documents of the Seller Guarantor and all applicable requirements under the laws of the place of its incorporation authorising its entering into and execution of this Agreement and the transactions pursuant hereto or contemplated herein, duly certified as Buyer may reasonably request true copy or extract by a director of the Seller Guarantor; (xiv) copy or extract of the board resolutions of each of the Target Companies, duly certified as true copy or extract by a director of the respective Target Companies, approving: (a) the transfer of the Sale Shares as contemplated under this Agreement and, the registration of the Purchaser as the holder of the Sale Shares in the register of members of each of the Target Companies, and the issue of share certificates in respect of the Sale Shares in the name of the Purchaser; (b) the resignation of existing directors and secretary of each of the Target Companies as required by the Purchaser; (c) the appointment of such persons nominated by the Purchaser as directors and secretary of each of the Target Companies with effect from Closing; (d) in the case of ▇▇▇▇▇ Logistics Taiwan, all existing mandates for the operation of the bank accounts and e-banking accounts shall be revoked and replaced by new mandates giving authority to those persons nominated by the Purchaser; (e) the change of authorized signatory for the purpose of giving instructions to the registered agent of each of the Target Companies; and (1f) enabling the change of location of accounting records and minute books of each of the Target Companies; (xv) copy or extract of the board resolutions of such member of the Target Group (other than the Target Companies) and its counsel to provide associated companies (where applicable) duly certified as true copy or extract by a director of the opinion referred to in Section 2.4(b)respective companies, approving (2where appropriate): (a) evidencing the accuracy resignation of any existing directors, supervisors and secretary of Seller's and/or each of the Parent Entity's representations and warranties, (3) evidencing the performance by Seller of, or the compliance by Seller with, any covenant or obligation companies as required to be performed or complied with by the Seller, or (4) otherwise facilitating the consummation or performance of any of the Contemplated Transactions.Purchaser; (b) Buyer will deliver to the Seller (or to appointment of such other Persons designated below): (i) persons nominated by the cash portion Purchaser as directors, supervisors and secretary of each of the Purchase Price and appropriate agreements evidencing the assumption of certain liabilities (as provided in Sections 2.2(a) and 2.5 below)companies with effect from Closing; (iic) all existing mandates for the Nonoperation of the bank accounts (if any) and e-Competition Agreement banking accounts (if any) of each of the Pure Holding Companies and Kerry Speedy (if its bank accounts have not been closed before Closing) shall be revoked and replaced by new mandates giving authority to those persons nominated by the Employment Agreements, all executed by BuyerPurchaser; (iiid) a certificate executed by Buyer representing and warranting the change of authorized signatory for the purpose of giving instructions to the Seller and the Parent Entity that registered agent of each of Buyer's representations and warranties in 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 companies (if made on the Closing Date (the "Buyer's Closing Certificate"). (iv) opinion(s) of counsel, dated the Closing Date, in the form of Exhibit 2.4(b)(ivapplicable); and (ve) the change of location of accounting records and minute books of each of the companies (if applicable). (xvi) subject to Clause 5.2.5, a counterpart of a trademark licence agreement in the agreed form between Kuok Registrations Limited and Taiwan Listco in relation to the use of the relevant trademarks and the KERRY name duly executed by Taiwan Listco (the “Taiwan Listco Licence”); (xvii) subject to Clause 5.2.5, a counterpart of a trademark licence agreement in the agreed form between Kuok Registrations Limited and ▇▇▇▇▇ Logistics Taiwan in relation to the use of the relevant trademarks and the KERRY name duly executed by ▇▇▇▇▇ Logistics Taiwan (the “▇▇▇▇▇ Logistics Taiwan Licence”); and (xviii) evidence of cancellation of the share certificates in respect of 57,827,000 shares and 17,273,000 shares issued by ▇▇▇▇ ▇▇ Investments Co., Ltd. to ▇▇▇▇▇ Logistics Taiwan and HCT Logistics Co., Ltd. respectively. 5.2.3 At Closing, the Purchaser must:- (i) pay to the Seller the Initial Consideration by telegraphic transfer in immediately available funds for same day value into the following bank account: Bank name: Standard Chartered Bank (Hong Kong) Limited Swift code: ▇▇▇▇▇▇▇▇▇▇▇ Name of account holder: ▇▇▇▇▇ Logistics Network Limited Account number: 003-447-0-777624-7 (HK$) 003-447-1-118406-5 (USD) (ii) deliver to the Seller:- (a) originals of the instruments of transfer in respect of the Sale Shares in favour of the Purchaser duly executed by the Purchaser; (b) copy or extract of the board resolutions of the Purchaser passed in compliance with the provisions of the memorandum and articles of association of the Purchaser and all applicable requirements under the laws of the place of its incorporation authorising its entering into and execution of this Agreement and the transactions pursuant hereto or contemplated herein, duly certified as true copy or extract by a director of the Purchaser; (c) copy or extract of the board resolutions of the Purchaser Guarantor passed in compliance with the provisions of the articles of association of the Purchaser Guarantor and all applicable requirements under the laws of the place of its incorporation authorising its entering into and execution of this Agreement and the transactions pursuant hereto or contemplated herein, duly certified as true copy or extract by a director of the Purchaser Guarantor; (d) subject to Clause 5.2.5, a counterpart of the Taiwan Listco Licence in the agreed form duly executed by Kuok Registrations Limited; and (e) subject to Clause 5.2.5, a counterpart of the ▇▇▇▇▇ Logistics Taiwan Licence in the agreed form duly executed by Kuok Registrations Limited. 5.2.4 If only a copy of a certificate of incumbency or a certificate of good standing shall have been delivered by the Seller under Clause 5.2.2(v) upon Closing, the Seller shall procure that original of such certificates shall be delivered to the Purchaser within 10 Business Days after Closing. 5.2.5 Notwithstanding any other documents as Seller may reasonably request for provision of this Agreement, where agreed forms of the purpose of (1) enabling its counsel to provide the opinion referred to in Section 2.4(a), (2) evidencing the accuracy of any representation or warranty of Buyer, (3) evidencing the performance by Buyer of, Taiwan Listco Licence or the compliance by Buyer ▇▇▇▇▇ Logistics Taiwan Licence have not been agreed prior Closing, neither the Seller nor the Purchaser shall be obliged to deliver a counterpart of such licence in accordance with, any covenant or obligation required to be performed or complied with by Buyer, or (4) otherwise facilitating in the consummation case of the Contemplated TransactionsSeller, Clause 5.2.2(xvi) or Clause 5.2.2(xvii) (as applicable) or, in the case of the Purchaser, Clauses 5.2.3(ii)(d) or Clause 5.2.3(ii)(e) (as applicable).

Closing Obligations. At the Closing: (a) Seller Sellers will deliver, or the Parent Entitycause to be delivered, as applicable, will deliver or cause to be delivered to Buyer: (i) such bills of salecertificates representing the Parent Shares and Company Shares, endorsementsduly endorsed (or accompanied by duly executed stock powers), consents, assignments, and other good and sufficient instruments of conveyance and assignment as shall be reasonably required by the Buyer and its counsel and as shall be effective for transfer to vest in the Buyer good and marketable title in and to all the Company Assets, together with copies of all the contracts, agreements, commitments, books, records, files, computer data, computer disks, electronic storage media, documents and the like relating to the Company Assets.Buyer; (ii) a release in the Intellectual Property form of Exhibit 2.4(a)(ii) executed by each Seller (“Sellers’ Releases”); (iii) a noncompetition agreement in the form of Exhibit 2.4(a)(iii), executed by each Majority Owner (collectively, the “Noncompetition Agreements”); (iv) an employment agreement in the form of Exhibit 2.4(a)(iv), executed by Brand (the “Brand Employment Agreement”); (v) an advisory services agreement in the form of Exhibit 2.4(a)(v), executed by Couse (the “Advisory Services Agreement”); (vi) a subordination agreement in the form of Exhibit 2.4(a)(vi), executed by each Seller (the “Subordination Agreement”); (vii) an intercreditor agreement in the form of Exhibit 2.4(a)(vii), executed by each Seller (the “Intercreditor Agreement”); (viii) the consent of Sellers to the Collateral Assignment in the form attached hereto as EXHIBIT 2.4(a)(iiof Exhibit 2.4(a)(viii). ------------------, executed by each Seller (the “Consent to Collateral Assignment”); (iiiix) separate Employment Agreements for the resignations, dated as of the Closing Date, of each of the employees listed on Exhibit 2.4(a)(iii)-1 directors and officers of Parent and the Company; (x) evidence (in the form attached hereto as Exhibit --------------------- ------- 2.4(a)(iii)-2 (and substance reasonably satisfactory to Buyer) of termination of all agreements regarding voting, transfer, restrictions or Encumbrances on each of the "Employment Agreements"); -------------Parent Shares and Company Shares, rights of repurchase or other arrangements related to each of the Parent Shares and Company Shares or each of Parent and the Company that are in effect prior to Closing; (ivxi) the Non-Competition Agreement evidence (in the form attached hereto as EXHIBIT 2.4(a)(ivand substance reasonably satisfactory to Buyer) (that Parent’s and the "Non-Competition Agreement"); ------------------Company’s investment bankers, attorneys and/or other advisors and any other similar agents and representatives have been paid in full at or prior to the Closing, and that neither Parent nor the Company has any liability to any such parties for any Transaction Costs; (vxii) evidence (in the form and substance reasonably satisfactory to Buyer), including but not limited to, pay-off letters and such other documentation as Buyer shall reasonably require and approve, so as to allow Buyer to take all actions necessary to fund and pay-off the Credit Facility at Closing, subject to a maximum amount of Three Hundred Thousand Dollars ($300,000); (xiii) a certificate from each Seller of non-foreign status as contemplated under Section 1.1445-2(b) of the Treasury Regulations certifying that such Seller is not a foreign person; and (xiv) a certificate executed by each Seller and the Parent Entity representing and warranting to Buyer that each of such Seller's and the Parent Entity's ’s representations and warranties in 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 (the "Seller's Closing Certificate"); (vi) opinion(s) of counsel, dated the Closing Date, in the form of EXHIBIT 2.4(a)(vi); and ----------------- (vii) such other documents as Buyer may reasonably request for the purpose of (1) enabling its counsel to provide the opinion referred to in Section 2.4(b), (2) evidencing the accuracy of any of Seller's and/or the Parent Entity's representations that all covenants and warranties, (3) evidencing the performance by Seller of, or the compliance by Seller with, any covenant or obligation required agreements to be performed or complied with prior to the Closing by the Seller, or (4) otherwise facilitating the consummation or performance of any of the Contemplated Transactionssuch Seller have been performed. (b) Buyer will deliver to the Seller (or to such other Persons designated below):deliver: (i) to each Seller, the cash applicable portion of the Purchase Price and appropriate agreements evidencing total Cash Consideration payable to each such Seller as set forth in Section 2.2(a), which amounts shall be paid at Closing by wire transfer to each Seller to the assumption of certain liabilities account specified in writing to Buyer at least three (as provided in Sections 2.2(a3) and 2.5 below)Business Days prior to the Closing; (ii) to each Seller, a Subordinated Contingent Note in the Non-Competition Agreement and form of Exhibit 2.4(b)(ii) executed by Buyer, in the Employment Agreementsprincipal amount set forth in Section 2.2(b); (iii) to Sellers, all the Security Agreement, in the form of Exhibit 2.4(b)(iii), executed by Buyer; (iiiiv) to Sellers, the Guaranty, in the form of Exhibit 2.4(b)(iv), executed by EMRISE; (v) to each Majority Owner, the Noncompetition Agreements, executed by Buyer; (vi) to Brand, the Brand Employment Agreement, executed by Buyer; (vii) to Couse, the Advisory Services Agreement, executed by Buyer; (viii) to Sellers, the Intercreditor Agreement, executed by Buyer; and (ix) to Sellers, a certificate executed by Buyer representing and warranting to the Seller and the Parent Entity that effect that, except as otherwise stated in such certificate, each of Buyer's ’s representations and warranties in 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 (the "Buyer's Closing Certificate"). (iv) opinion(s) of counsel, dated the Closing Date, in the form of Exhibit 2.4(b)(iv); and (v) such other documents as Seller may reasonably request for the purpose of (1) enabling its counsel to provide the opinion referred to in Section 2.4(a), (2) evidencing the accuracy of any representation or warranty of Buyer, (3) evidencing the performance by Buyer of, or the compliance by Buyer with, any covenant or obligation required and that all covenants and agreements to be performed or complied with prior to Closing by Buyer, or (4) otherwise facilitating the consummation of the Contemplated TransactionsBuyer have been performed.

Closing Obligations. At In addition to any other documents to be delivered under other provisions of this Agreement, at the Closing: (a) Seller or the Parent EntitySeller, Members, and Principals, as applicablethe case may be, will shall deliver or cause to be delivered to Buyer, unless explicitly waived by Buyer: (i) 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”) executed by Seller; (ii) an assignment of all of the Assets 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 the Assumed Liabilities (the “Assignment and Assumption Agreement”) executed by Seller; (iii) assignments of all Intellectual Property Assets and separate assignments of all registered Marks, Patents and Copyrights in the form of Exhibit 2.7(a)(iii) executed by Seller; (iv) such other deeds, bills of sale, endorsements, consents, assignments, certificates of title, documents and other good and sufficient instruments of transfer and conveyance as may reasonably be requested by Buyer, each in form and assignment as shall be reasonably required by the substance satisfactory to Buyer and its legal counsel and as shall be effective to vest in the Buyer good and marketable title in and to all the Company Assets, together with copies of all the contracts, agreements, commitments, books, records, files, computer data, computer disks, electronic storage media, documents and the like relating to the Company Assets.executed by Seller; (iiv) the Intellectual Property Assignment employment agreements in the form attached hereto as EXHIBIT 2.4(a)(iiof Exhibit 2.7(a)(v). ------------------, executed by Post and M▇▇▇▇▇▇▇▇ (the “Employment Agreements”); (iiivi) separate Employment Agreements for each of the employees listed on Exhibit 2.4(a)(iii)-1 and non-competition agreements in the form attached hereto as of Exhibit --------------------- ------- 2.4(a)(iii)-2 2.7(a)(vi), executed by Para and M▇▇▇▇▇▇▇ (the "Employment Agreements"); ------------- (iv) the “Non-Competition Agreement in the form attached hereto as EXHIBIT 2.4(a)(iv) (the "Non-Competition Agreement"Agreements”); ------------------; (vvii) a certificate executed by Seller Seller, Members, and Principals as to the Parent Entity representing and warranting to Buyer that each accuracy of Seller's and the Parent Entity's their representations and warranties in 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 in accordance with Section 7.1 and as if made on the Closing Date (the "Seller's Closing Certificate"); (vi) opinion(s) to their compliance with and performance of counsel, dated the Closing Date, in the form of EXHIBIT 2.4(a)(vi); their covenants and ----------------- (vii) such other documents as Buyer may reasonably request for the purpose of (1) enabling its counsel to provide the opinion referred to in Section 2.4(b), (2) evidencing the accuracy of any of Seller's and/or the Parent Entity's representations and warranties, (3) evidencing the performance by Seller of, or the compliance by Seller with, any covenant or obligation required obligations to be performed or complied with by at or before the Closing in accordance with Section 7.2; (viii) a certificate of an executive officer 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 (4) otherwise facilitating actions of Seller and Members approving the execution and delivery of this Agreement and the consummation or performance of any of the Contemplated TransactionsTransactions and the change of name contemplated by Section 5.8 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 to be filed upon termination of the Transition Services Agreement; (ix) Releases of all Encumbrances on the Assets (other than the Permitted Encumbrances); (x) each of the Consents Identified in Exhibit 2.7(a) (the “Material Consents”), to the extent obtained prior to Closing. (xi) certificates as to the good standing of Seller and payment of all applicable state Taxes by Seller, including compliance with relevant Bulk Sales Laws, executed by the appropriate officials of the State of Illinois; (xii) such other documents relating to the Contemplated Transactions as Buyer or its counsel may reasonably request; and (xiii) a Transition Services Agreement (the “Transition Services Agreement”) in form and substance reasonably satisfactory to Buyer and Seller providing for transition services by Seller until all Material Consents are obtained. (b) Buyer will shall deliver to Seller and Members, as the Seller (or to such other Persons designated below):case may be: (i) the cash portion of the Purchase Price and appropriate agreements evidencing the assumption of certain liabilities (as provided in Sections 2.2(a) and 2.5 belowfunds required by Section 2.3(b)(i); (ii) the Non-Competition Shares required by Section 2.3(b)(iii); (iii) the Assignment and Assumption Agreement and the Employment Agreements, all executed by Buyer; (iiiiv) the Employment Agreements executed by Buyer; (v) the Non-Competition Agreements executed by Buyer; (vi) a certificate executed by Buyer representing and warranting as to the Seller and the Parent Entity that each accuracy of Buyer's its representations and warranties in 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 in accordance with Section 8.1 and as if made on the Closing Date (the "Buyer's Closing Certificate"). (iv) opinion(s) to its compliance with and performance of counsel, dated the Closing Date, in the form of Exhibit 2.4(b)(iv); and (v) such other documents as Seller may reasonably request for the purpose of (1) enabling its counsel to provide the opinion referred to in Section 2.4(a), (2) evidencing the accuracy of any representation or warranty of Buyer, (3) evidencing the performance by Buyer of, or the compliance by Buyer with, any covenant or obligation required covenants and obligations to be performed or complied with by at or before the Closing in accordance with Section 8.2; (vii) a certificate of the Chief Financial Officer of Buyer certifying as complete and accurate at the Closing attached copies of the Governing Documents of Buyer, and certifying and attaching all requisite resolutions or (4) otherwise facilitating actions of Buyer’s board of directors approving the execution and delivery of this Agreement and the consummation of the Contemplated Transactions; (viii) such other documents relating to the Contemplated Transactions as Buyer or its counsel may reasonably request; and (ix) the Transition Services Agreement executed by Buyer.