Common use of Closing Obligations Clause in Contracts

Closing Obligations. At the Closing: (a) Seller will deliver to Buyer: (i) certificates representing the Shares, duly endorsed (or accompanied by duly executed stock powers) for transfer to Buyer; (ii) release in the form of Exhibit 2.4(a)(ii) executed by Seller ("Seller's Release"); (iii) employment agreement in the form of Exhibit 2.4(a)(iii), executed by Seller ("Employment Agreement"); (iv) non-competition agreement in the form of Exhibit 2.4(a)(iv), executed by Seller (the "Non-Competition Agreements"); (v) lease agreement in the form of Exhibit 2.4(a)(v), executed by Seller (the “Lease Agreement); (vi) a certificate executed by Seller representing and warranting to Buyer that each of Seller's representations and warranties in this Agreement are accurate in all respects as of the Closing Date; (vii) assignment of Patents and Trademarks in the form of Exhibit 2.4(a)(vii) executed by Seller ("Patent Assignment"); (viii) an opinion of counsel to Seller in the form of Exhibit 2.4(a)(viii) attached hereto, with qualifications and assumptions which are agreed to by Buyer; and (ix) all other items required to be delivered hereunder. (b) Buyer will deliver to Seller: (i) the amount of $11,300,000 by wire transfer to an account specified by Seller less such amount to be wired to the Company's bank to pay off secured indebtedness; (ii) promissory note payable to Seller in the principal amount of $750,000.00 in the form 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 to the effect that each of Buyer's representations and warranties in this Agreement was accurate in all respects as of the Closing Date; (vi) the Employment Agreement executed by the Company; (vii) the Lease Agreement executed by the Company; and (viii) all other items required to be delivered hereunder.

Closing Obligations. (a) At the Closing: (a) , Seller will shall deliver to Buyer: (i) certificates representing a bill of sale for all of the SharesAssets in the form attached hereto as EX▇▇▇▇T 1.7(A)(I) (the "BILL OF SALE"), duly endorsed (or accompanied executed by duly executed stock powers) for transfer to BuyerSeller; (ii) release an assign▇▇▇▇ of all of the Assets which are intangible personal property in the form of Exhibit 2.4(a)(iiEXHIBIT 1.7(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) 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 Lease in the form of EXHIBIT 1.7(A)(III) (the "ASSIGNMENT AND ASSUMPTION OF Lease"), executed by Seller and the 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 delivery of this Agreement and the consummation of the transactions contemplated hereby as disclosed on SCHEDULE 2.2(C); (v) an escrow agreement in the form of EXHIBIT 1.7(A)(V), executed by Seller, Buyer and the Escrow Agent (the "Seller's ReleaseESCROW AGREEMENT"); (iiivi) the employment agreement in the form of Exhibit 2.4(a)(iiiEXHIBIT 1.7(A)(VI), executed by Seller Sandor P. Zirulnik (the "Employment AgreementEMPLOYMENT AGREEMENT"); (iv) non-competition agreement in the form of Exhibit 2.4(a)(iv), executed by Seller (the "Non-Competition Agreements"); (v) lease agreement in the form of Exhibit 2.4(a)(v), executed by Seller (the “Lease Agreement); (vivii) a certificate executed by of the Secretary of Seller representing certifying, as complete and warranting to Buyer that each 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 representations shareholders approving the execution and warranties in delivery of this Agreement are accurate in all respects as and the consummation of the Closing Date; (vii) assignment transactions contemplated hereby and the change of Patents name contemplated by SECTION 4.5 and Trademarks in certifying to the form incumbency of Exhibit 2.4(a)(vii) executed the officers of Seller executing this Agreement and any other document relating to the transactions contemplated hereby and accompanied by Seller ("Patent Assignment")the requisite documents for abandoning Seller's fictitious business name; (viii) an opinion of counsel of the Seller, dated the Closing Date, in a form customary for a similar transactions; (ix) 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 form extent that such certificates cannot be provided prior to Closing, seller agrees to indemnify and hold harmless Buyer for the non-payment of Exhibit 2.4(a)(viii) attached hereto, with qualifications sales taxes for any of the jurisdictions in which Seller is licensed and assumptions which are agreed qualified to by Buyerdo business as a foreign corporation; and (ixxi) all such other items required 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 reasonably satisfactory to be delivered hereunderBuyer and its counsel and executed by Seller for the purpose of facilitating the consummation or performance of the transactions contemplated hereby. (b) At the Closing, Buyer will shall deliver to Seller: (i) The Cash Portion and the amount Stock Portion in accordance with Section 1.3 of $11,300,000 this Agreement, by wire transfer to an account accounts specified in writing by Seller less such amount (which wire transfer instructions must be delivered by Seller to be wired Buyer at least one (1) Business Day prior to the Company's bank to pay off secured indebtednessClosing); (ii) promissory note payable to Seller in the principal amount of $750,000.00 in the form of Exhibit 2.4(b) (the "Promissory Note")Assignment and Assumption Agreement, executed by Buyer; (iii) a total of $1,650,000.00 in shares of common stockThe Escrow Agreement, $.01 par value ("Common Stock") of executed by Buyer calculated based on and the average Escrow Agent, together with the delivery of the closing price for Promissory Note 1, in the Common Stock on the American Stock Exchange for the ten amount equal to Three Hundred Thousand and No/100 Dollars (10$300,000) 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 agentEscrow Agent; (iv) Non-Competition the Employment Agreement executed by the CompanyBuyer; (v) a certificate executed by of the Secretary of Buyer to certifying, as complete and accurate as of the effect 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 delivery of this Agreement was accurate in all respects as and the consummation of the Closing Datetransactions 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 Employment Agreement executed by executives and employees of the Company; (vii) the Lease Agreement executed by the Company; and (viii) all other items required Seller to be delivered hereunder.available to said employees subsequent to the Closing Date in 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 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; (c) with a vesting schedule of three years; and (d) distribution list of said stock options to executives, managers and employees determined by Sandor P. Zirulnik in his sole discretion (which may include San▇▇▇ ▇. ▇▇▇▇▇▇▇▇); ▇nd

Closing Obligations. At In addition to any other documents to be delivered under other provisions of this Agreement, at the Closing: (a) a. Seller will and Shareholder, as the case may be, shall deliver 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) certificates representing a ▇▇▇▇ of sale for all of the Shares, duly endorsed Assets that are Tangible Personal Property in the form of Exhibit 2.7(a)(i) (or accompanied the “▇▇▇▇ of Sale”) executed by duly executed stock powers) for transfer to BuyerSeller; (ii) release assignments of all Intellectual Property Assets and separate assignments of all registered Marks, Patents and Copyrights in the form of Exhibit 2.4(a)(ii2.7(a)(ii) executed by Seller ("Seller's Release"); (iii) employment agreement 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; (iv) the lease for the Premises in the form of Exhibit 2.4(a)(iii2.7(a)(iv) (the “Lease”), ; (v) a certificate executed by Seller and 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 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 ("Employment Exhibit 2.7(a)(v)); (vi) an 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 the Secretary of Seller certifying, as complete and accurate as of the Closing (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 2.7(a)(x). b. Buyer shall deliver to Seller and Shareholder, as the case may be, together with funds sufficient to pay one-half of all sales taxes necessary for the transfer, filing or recording thereof: (i) Four million two hundred fifty thousand dollars ($4,250,000.00) by certified check or other immediately available funds, net of the Escrow Deposit; (ii) 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) non-competition agreement 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 2.4(a)(iv), executed by Seller (the "Non-Competition Agreements"); (v) lease agreement in the form of Exhibit 2.4(a)(v), executed by Seller (the “Lease Agreement2.7(b)(v); (vi) a certificate executed by Seller representing and warranting Buyer as to Buyer that each the accuracy of Seller's its representations and warranties in as of the date of this Agreement are accurate in all respects and as of the Closing Datein accordance with Section 8.1 and as to its compliance with and performance of its covenants and obligations to be performed or complied with at or before the Closing in accordance with Section 8.2 (Exhibit 2.7(b)(vi)); (vii) assignment an opinion of Patents counsel for the Buyer in form and Trademarks in the form of substance satisfactory to Seller and Stockholder (Exhibit 2.4(a)(vii) executed by Seller ("Patent Assignment"2.7(b)(vii)); (viii) an opinion a certificate of counsel the Secretary of Buyer certifying, as complete and accurate as of the Closing (Exhibit 2.7(b)(viii)), attached copies of the Governing Documents of Buyer and certifying and attaching all requisite resolutions or actions of Buyer’s board of directors approving the execution and delivery of this Agreement and the consummation of the Contemplated Transactions and certifying to Seller 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(a)(viii) attached hereto, with qualifications and assumptions which are agreed to by Buyer; and (ix) all other items required to be delivered hereunder2.7(a)(x). (b) Buyer will deliver to Seller: (i) the amount of $11,300,000 by wire transfer to an account specified by Seller less such amount to be wired to the Company's bank to pay off secured indebtedness; (ii) promissory note payable to Seller in the principal amount of $750,000.00 in the form 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 to the effect that each of Buyer's representations and warranties in this Agreement was accurate in all respects as of the Closing Date; (vi) the Employment Agreement executed by the Company; (vii) the Lease Agreement executed by the Company; and (viii) all other items required to be delivered hereunder.

Closing Obligations. At the Closing: (a) Seller Sellers will deliver to Buyer: (i) certificates representing the Shares, duly endorsed (or Shares accompanied by duly executed stock powers) for transfer to Buyer; (ii) release releases in the form of Exhibit 2.4(a)(ii) executed by Seller ▇. ▇▇▇▇▇, ▇. ▇▇▇▇▇ and Michelin (collectively, the "Seller's ReleaseSellers' Releases"); (iii) employment agreement agreements in the form of Exhibit 2.4(a)(iii), executed by Seller ▇. ▇▇▇▇▇ and Michelin (collectively, the "Employment AgreementAgreements"); (iv) non-competition agreement noncompetition agreements in the form of Exhibit 2.4(a)(iv), executed by Seller ▇. ▇▇▇▇▇ and Michelin (collectively, the "Non-Competition Noncompetition Agreements"); (v) lease agreement in resignations from all current officers and directors of the form Company other than ▇. ▇▇▇▇▇ who shall remain President of Exhibit 2.4(a)(v), executed by Seller (the “Lease Agreement)Company and Michelin who shall remain Vice President of the Company; (vi) a certificate executed by Seller representing and warranting Sellers to Buyer the effect that (A) each of Seller's Sellers' representations and warranties in this Agreement are was accurate in all respects as of the date of this Agreement and is accurate in all respects as of the Closing Date as if made on the Closing Date; and (B) each of the covenants and agreements of Sellers to be performed prior to the Closing Date has been duly performed or complied with by the Seller; (vii) assignment a certificate from the Secretary of Patents the Company attaching and Trademarks 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) executed ), execute by Seller Sellers (the "Patent AssignmentEarnout Agreement"); (viii) an opinion of counsel to Seller in the form of Exhibit 2.4(a)(viii) attached hereto, with qualifications and assumptions which are agreed to by Buyer; and (ix) all other items required to be delivered hereunderthe documents contemplated by Section 7.3 hereof. (b) Buyer will deliver to SellerSellers: (i) the amount of $11,300,000 Initial Purchase Price by bank cashier's check or by wire transfer to an account the accounts specified by Seller less such amount Sellers, to be wired allocated among the Sellers pursuant to the Company's bank to pay off secured indebtednessallocation schedule set forth on Part 2.4 of the Disclosure Letter; (ii) promissory note payable to Seller in the principal amount of $750,000.00 in the form 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 to the effect that that, (A) each of Buyer's representations and warranties in this Agreement was accurate in all respects as of the date of this Agreement and is accurate in all respects as of the Closing Date as if made on the 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 Organizational Documents and (b) resolutions of the board of directors of Buyer authorizing the Contemplated Transactions; (iv) the Employment Agreements, executed by the Company and Buyer; (v) the Noncompetition Agreements, executed by Buyer; (vi) the Employment Agreement Earnout Agreement, executed by the Company;Buyer; and (vii) the Lease Agreement executed documents contemplated by the Company; and (viii) all other items required to be delivered hereunderSection 8.3 hereof.

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 will deliver shall deliver, or cause to be delivered, to Buyer: (i) certificates representing an assignment of the SharesAssigned Intellectual Property Assets and separate assignments of all Patents, duly endorsed (or accompanied by Marks and Copyrights in the form set forth in Exhibit 1.06(a)(i) duly executed stock powers) for transfer to Buyerby Seller; (ii) release an assignment of all of the Assets that are intangible personal property in the forms of the Assignment and Assumption Agreement attached as Exhibit 1.06(a)(ii) hereto (the "Assignment Agreement") duly executed by Seller; (iii) the Data Materials; (iv) a bill of sale for all of the Assets that are tangible perso▇▇▇ property in the form of Exhibit 2.4(a)(ii1.06(a)(iv) (the "Bill of Sale") duly executed by Seller ("Seller's Release"); (iiiv) employment agreement ▇ 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 2.4(a)(iii)1.06(a)(vi) for shares of Common Stock, duly executed by Seller Seller, in connection with the Common Stock to be held in escrow; (vii) the License Agreement in the form attached hereto as Exhibit 1.06(a)(vii) (the "Employment License Agreement"), duly executed by Seller; (ivviii) nonthe Non-competition agreement Competition and Non-Solicitation Agreement in the form of attached hereto as Exhibit 2.4(a)(iv), executed by Seller 1.06(a)(viii) (the "Non-Competition AgreementsAgreement"), duly executed by Seller; (vix) lease agreement the Registration Rights Agreement in the form of attached hereto as Exhibit 2.4(a)(v1.06(a)(ix) (the "Registration Rights Agreement"), duly executed by Seller; (x) a certificate duly executed by Seller (as to the “Lease Agreement); (vi) a certificate executed by Seller representing and warranting to Buyer that each accuracy of Seller's their representations and warranties in as of the date of this Agreement are accurate in all respects and as of the Closing Datein accordance with Section 6.01 and as to their compliance with and performance of the covenants and obligations to be performed or complied with at or before the Closing in accordance with Section 6.02; (viixi) assignment a certificate of Patents the Secretary of Seller certifying, as complete and Trademarks in accurate as of the form Closing, attached copies of Exhibit 2.4(a)(vii) executed by 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 the consummation of the Transactions and certifying to the incumbency and signatures of the officers of Seller ("Patent Assignment"); (viii) an opinion of counsel executing this Agreement and any other document relating to Seller in the form of Exhibit 2.4(a)(viii) attached hereto, with qualifications and assumptions which are agreed to by BuyerTransactions; and (ixxii) all such other items required documents and instruments as may reasonably be requested by Buyer, each in form and substance reasonably satisfactory to be delivered hereunder. (b) Buyer will deliver to Seller: (i) the amount of $11,300,000 by wire transfer to an account specified by Seller less such amount to be wired to the Company's bank to pay off secured indebtedness; (ii) promissory note payable to Seller in the principal amount of $750,000.00 in the form 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 and its transfer agent; (iv) Non-Competition Agreement legal counsel and executed by Seller, in each case as are reasonably necessary to consummate the Company; (v) a certificate executed Transactions contemplated by Buyer to the effect that each of Buyer's representations and warranties in this Agreement was accurate in all respects as of the Closing Date; (vi) the Employment Agreement executed by the Company; (vii) the Lease Agreement executed by the Company; and (viii) all other items required to be delivered hereunderAgreement.

Closing Obligations. At the Closing: (a) Seller Sellers will deliver deliver, or cause to be delivered, to Buyer: (i) certificates 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 the National Association of Securities Dealers, Inc., for transfer to Buyer; (ii) release the employment agreement in substantially the form of Exhibit 2.4(a)(ii) executed by Seller hereto with David Gravatt, an individual residing at, 2128 Rockro▇▇ ▇▇▇▇▇▇, ▇enderson, NV 89014, and currently the ▇▇▇▇▇▇▇'▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ("Seller's ReleaseDG") ( "Employment Agreement"), executed, by DG; (iii) employment the consulting agreement in substantially the form of Exhibit 2.4(a)(iii)) hereto with D& L Partnership, executed by Seller a Nevada General Partnership, the only partners of which are DF and LF (the "Employment Consulting Agreement"); (iv) non-competition agreement agreements in the form of Exhibit Exhibits 2.4(a)(iv)) (DF) and (LF) hereto, executed by Seller each of the Sellers (collectively, the "Non-Competition competition Agreements"); (v) lease agreement an opinion of John Doechung Lee, as counsel to Sellers and the Compan▇, ▇ddressed to ▇▇▇ Buyer in substantially the form of Exhibit 2.4(a)(v), executed by Seller 2.4 (the “Lease Agreement);v) hereto; and (vi) a certificate executed by Seller Sellers and the Company representing and warranting to Buyer that each of SellerSellers' and Company's representations and warranties in this Agreement are was accurate in all respects as of the date of this Agreement and is accurate in all respects as of the Closing Date; Date as if made on the Closing Date (vii) assignment of Patents and Trademarks giving full effect to any supplements to the Disclosure Letter that were delivered by Sellers to Buyer prior to the Closing Date in the form of Exhibit 2.4(a)(vii) executed by Seller ("Patent Assignment"accordance with Section 5.5); (viii) an opinion of counsel to Seller in the form of Exhibit 2.4(a)(viii) attached hereto, with qualifications and assumptions which are agreed to by Buyer; and (ix) all other items required to be delivered hereunder. (b) Buyer will deliver deliver, or cause to Sellerbe delivered, to Sellers: (i) the amount of $11,300,000 by wire transfer to an account specified by Seller less such amount to be wired to the Company's bank to pay off secured indebtednessFirst Installment; (ii) promissory note notes payable to Seller DF and LF in the respective principal amount amounts of $750,000.00 2,900,000, in the form of Exhibit Exhibits 2.4(b) hereto (collectively, the "Promissory NoteNotes"), evidencing the First Installment, the Second Installment and the Third Installment; (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 to the effect that that, except as otherwise stated in such certificate, each of Buyer's representations and warranties in this Agreement was accurate in all respects as of the date of this Agreement and is accurate in all respects as of the Closing Date as if made on the Closing Date;; and (viiv) the Employment Agreement guaranty of the Company and Sibling Entertainment Group, Inc. in substantially the form of Exhibit 2.4(b) (iv) (the "Company Guaranty") hereto duly executed by the Company; (vii) the Lease Agreement executed by the Company; and (viii) all other items required to be delivered hereunder.

Closing Obligations. At the Closing: (a) Seller will Sellers shall deliver to Buyer: (i) certificates representing the Shares, duly endorsed (or accompanied by duly executed stock powers) for transfer Shares and assignments separate from certificate transferring the Shares to BuyerBuyer free and clear of all Encumbrances; (ii) release in the form Formation Documents of Exhibit 2.4(a)(ii) executed each Group Company, duly certified as of a recent date by Seller ("Seller's Release")the applicable Governmental Authority of its Formation Jurisdiction; (iii) employment agreement in a good standing certificate of the form Company from the applicable Governmental Authority of Exhibit 2.4(a)(iii)its Formation Jurisdiction, executed by Seller ("Employment Agreement")dated as of a recent date; (iv) non-competition agreement in a counterpart to the form of Exhibit 2.4(a)(iv)Escrow Agreement, duly executed by Seller (the "Non-Competition Agreements")Representative; (v) lease agreement 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 of attached hereto as Exhibit 2.4(a)(v)B, dated the Closing Date, duly executed by T▇▇▇ ▇▇, in his capacity as Vice President of the Company; (viii) the 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 G (the “Lease 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 of a duly authorized officer of Buyer, dated the Closing Date, certifying as to the matters set forth in Sections 10.1 and 10.2; (vi) a certificate executed by Seller representing and warranting to Buyer that each of Seller's representations and warranties in this Agreement are accurate in all respects insurance or other written evidence of in-force coverage under the RWI Policy effective as of the Closing DateClosing; (vii) assignment of Patents and Trademarks in a counterpart to the form of Exhibit 2.4(a)(vii) Payment Direction Letter, duly executed by Seller ("Patent Assignment"); (viii) an opinion of counsel to Seller in the form of Exhibit 2.4(a)(viii) attached hereto, with qualifications and assumptions which are agreed to by Buyer; and (ix) all other items required to be delivered hereunder. (b) Buyer will deliver to Seller: (i) the amount of $11,300,000 by wire transfer to an account specified by Seller less such amount to be wired to the Company's bank to pay off secured indebtedness; (ii) promissory note payable to Seller in the principal amount of $750,000.00 in the form 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 to the effect that each of Buyer's representations and warranties in this Agreement was accurate in all respects as of the Closing Date; (vi) the Employment Agreement executed by the Company; (vii) the Lease Agreement executed by the Company; and (viii) all other items documents, instruments or writings required to be delivered hereunderby Buyer at or prior to the Closing pursuant to this Agreement. (c) On behalf of the Group 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. (a) At the Closing: (a) , Seller will shall, or with respect to SIS, cause GAC to, deliver to Buyer: (i) certificates representing the SharesShares of the Acquired Companies that are direct subsidiaries of Seller and GAC, duly endorsed (or accompanied by duly executed stock powers) in proper form for transfer of such Shares, with appropriate transfer stamps, if any, affixed, to Buyer; (ii) release a Transition Services Agreement, substantially in the form of attached hereto as Exhibit 2.4(a)(ii) executed by Seller A (the "Seller's ReleaseTransition Services Agreement"); (iii) employment agreement an Intellectual Property License from Seller to Buyer, substantially in the form of attached hereto as Exhibit 2.4(a)(iii), executed by Seller B (the "Employment AgreementBuyer Intellectual Property License"); (iv) non-competition agreement a Transitional Trademark License, substantially in the form of attached hereto as Exhibit 2.4(a)(iv), executed by Seller C (the "Non-Competition AgreementsTransitional Trademark License"); (v) lease agreement a Lease Agreement for the Redmond, WA campus facility, substantially in the form of attached hereto as Exhibit 2.4(a)(v), executed by Seller D (the “"Lease Agreement");; and (vi) a certificate executed by Seller representing and warranting to Buyer that copy of each of Seller's representations and warranties in this new Investment Company Advisory Agreement are accurate in all respects as (or, where permitted, approval of the Closing Date; (viicontinuation of the existing Investment Company Advisory Agreement) assignment of Patents and Trademarks described in the form of Exhibit 2.4(a)(vii) executed by Seller ("Patent Assignment"Section 4.9(b)(i)(B)(x); (viii) an opinion of counsel to Seller in the form of Exhibit 2.4(a)(viii) attached hereto, with qualifications and assumptions which are agreed to by Buyer; and (ix) all other items required to be delivered hereunder. (b) At the Closing, Buyer will shall, and Parent shall cause Buyer to, deliver to Seller, including for the benefit of GAC with respect to SIS: (i) $1,350,000,000 (the amount of $11,300,000 "Closing Consideration") by wire transfer of immediately available funds to an account specified designated by Seller less such amount to be wired in writing at least two (2) Business Days' prior to the Company's bank Closing Date, subject to pay off secured indebtednessthe post-Closing purchase price adjustment pursuant to Section 1.4 hereof; (ii) promissory note payable to Seller in the principal amount of $750,000.00 in the form of Exhibit 2.4(b) (the "Promissory Note")Transition Services Agreement; (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;Transitional Trademark License; and (iv) Non-Competition Agreement executed by the Company; (v) a certificate executed by Buyer to the effect that each of Buyer's representations and warranties in this Agreement was accurate in all respects as of the Closing Date; (vi) the Employment Agreement executed by the Company; (vii) the Lease Agreement executed by (the Company; and documents described in clauses (viiiii)-(iv) all other items required along with this Agreement and the Buyer Intellectual Property License, being referred to be delivered hereundercollectively as the "Transaction Documents").

Closing Obligations. At the Closing: (a) Seller Sellers will deliver to Buyer: (i) certificates representing the Shares, Shares duly endorsed (in blank for transfer or accompanied by presented with stock powers duly executed stock powers) for in blank, with such signature guarantees and such other documents as may be reasonably required by Buyer to effect a valid transfer to Buyerof the Shares; (ii) release releases in the form of Exhibit 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, "Seller's ReleaseSellers' Releases"); (iii) employment agreement in the form of Exhibit 2.4(a)(iii), executed by Seller ("Employment Agreement"); (iv) non-competition agreement in the form of Exhibit 2.4(a)(iv), executed by Seller (the "Non-Competition Agreements"); (v) lease agreement in the form of Exhibit 2.4(a)(v), executed by Seller (the “Lease Agreement); (vi) a certificate executed by each Seller representing and warranting to Buyer that each of Seller's Sellers' representations and warranties in this Agreement are 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; (v) certificates of good standing and foreign qualification for each Acquired Company from each jurisdiction listed on EXHIBIT 2.4(a)(v); (vi) the 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 Weil, Gotshal & ▇▇▇▇▇▇ LLP, dated as of the Closing Date, in the form of EXHIBIT 2.4(a)(vii); (viii) 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; (viixii) assignment the minute books, books of Patents account and Trademarks stock record books and other records in existence of each of the form of Exhibit 2.4(a)(vii) executed by Seller ("Patent Assignment")Acquired Companies; (viiixiii) an opinion a certificate executed by Sellers setting forth the aggregate amount of counsel Cash Withdrawals in each of 1997, 1998, 1999 and 2000 through the Closing Date, together with a supporting schedule reasonably acceptable to Seller in Buyer indicating when each individual Cash Withdrawal was made, the form recipient of Exhibit 2.4(a)(viiisuch Cash Withdrawal and the nature of such Cash Withdrawal; (xiv) attached heretowritten consent of Sellers (the "Gottbetter Consent") to the consulting agreement dated as of August 3, with qualifications 2000, between Courier Corporation and assumptions which are agreed to by Buyer▇▇. ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, the Sellers' and Acquired Companies' accountant; and (ixxv) all such other items required to be delivered hereunderdocuments as Buyer may reasonably request. (b) Buyer will deliver to SellerSellers: (i) the amount of $11,300,000 by wire transfer to an account specified by Seller less such amount to be wired to the Company's bank to pay off secured indebtednessEstimated Purchase Price; (ii) promissory note payable to Seller in the principal amount of $750,000.00 in the form of Exhibit 2.4(b) (the "Promissory Note")Lease Agreement; (iii) a total an opinion of $1,650,000.00 in shares of common stock▇▇▇▇▇▇▇, $.01 par value ("Common Stock") of Buyer calculated based on the average Procter & ▇▇▇▇ LLP, dated as of the closing price for Closing Date, in the Common Stock on the American Stock Exchange for the ten (10) trading days immediately prior to the Closing. The shares form 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 agentEXHIBIT 2.4(B)(III); (iv) Non-Competition Agreement executed by the Company; (v) a certificate executed by Buyer to the effect that 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; (vi) the Employment Agreement executed by the Company; (vii) the Lease Agreement executed by the Company; and (viiiv) all such other items required to be delivered hereunderdocuments as Sellers may reasonably request.

Closing Obligations. At the Closing: (a) Seller The Company will deliver to the Buyer: (i) certificates representing the SharesThe Acquired Assets, duly endorsed (or accompanied by duly executed stock powers) for transfer to Buyerfree and clear of all Encumbrances other than Permitted Encumbrances; (ii) release in the form of Exhibit 2.4(a)(ii) S▇▇▇▇▇ Employment Agreement, executed by Seller ("Seller's Release")S▇▇▇▇▇; (iii) employment agreement agreements in the form of attached hereto as Exhibit 2.4(a)(iii), 2.5(a)(iii) executed by Seller each of the employees and independent contractors of the Company identified on Schedule 2.5(a)(iii) ("Employment Agreement"the “Producer Agreements”); (iv) confidentiality, non-competition agreement solicitation and assignment agreements in the form of attached hereto as Exhibit 2.4(a)(iv), 2.5(a)(iv) executed by Seller each of the employees and independent contractors of the Company identified on Part I of Schedule 2.5(a)(iv) (the "Non-Competition “Nondisclosure Agreements"”); (v) lease agreement agreements in the form of attached hereto as Exhibit 2.4(a)(v), 2.5(a)(v) executed by Seller each of the brokers identified on Schedule 2.5(a)(v) (the “Lease AgreementBroker Agreements”); (vi) a certificate 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 Seller representing BIA and/or NVIA, as applicable, and warranting to Buyer that each of Seller's representations and warranties in this Agreement are accurate in all respects as of by the Closing Dateapplicable Independent Contractor; (vii) assignment an executed copy of Patents Schedule 2.2(b) in form and Trademarks substance satisfactory to the Buyer in the form of Exhibit 2.4(a)(vii) executed by Seller ("Patent Assignment")its sole discretion; (viii) an opinion of counsel to Seller in the form of Exhibit 2.4(a)(viii) attached hereto, with qualifications and assumptions which are agreed to by Buyer; and (ix) all other items required to be delivered hereunder. (b) Buyer will deliver to Seller: (i) the amount of $11,300,000 by wire transfer to an account specified by Seller less such amount to be wired to the Company's bank to pay off secured indebtedness; (ii) promissory note payable to Seller in the principal amount of $750,000.00 in the form 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 each of BIA and NVIA representing and warranting to the effect Buyer that each of Buyer's the Company’s representations and warranties in this Agreement was accurate in all respects as of the date of this Agreement and is accurate as of the Closing DateDate as if made on the Closing Date except (A) for any changes resulting from activities or transactions which may have taken place after the date hereof and are permitted or contemplated by this Agreement or which have been entered into or have otherwise occurred in the Ordinary Course of Business and (B) except to the extent that such representations and warranties are made as of another specified date and, as to such representations and warranties, the same shall be true as of such specified date; (viix) a resolution of BIA’s board of directors authorizing BIA’s execution and delivery of this Agreement and the Employment Agreement executed by consummation of the CompanyContemplated Transactions; (viix) a resolution of NVIA’s board of directors authorizing NVIA’s execution and delivery of this Agreement and the Lease Agreement executed consummation of the Contemplated Transactions; (xi) a Certificate of Fact issued by the CompanySCC for each of BIA and NVIA, in each case dated not earlier than ten (10) days prior to the Closing Date; and (viiixii) 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 items required than Permitted Encumbrances. (b) The Buyer will deliver to the Company: (i) the Closing Payment; (ii) the S▇▇▇▇▇ Employment Agreement, executed by the Buyer; and (iii) a certificate executed by the Buyer to the effect that each of the Buyer’s representations and warranties in this Agreement was accurate as of the date of this Agreement and is accurate 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 date hereof and are permitted or contemplated by this Agreement or which have been entered into or have otherwise occurred in the Ordinary Course of Business and (B) except to the extent that such representations and warranties are made as of another specified date and, as to such representations and warranties, the same shall be delivered hereundertrue as of such specified date.

Closing Obligations. At In addition to any other documents to be delivered under other provisions of this Agreement, at the Closing: (a) Seller will and Shareholders, as the case may be, shall deliver to Buyer: (i) certificates representing a ▇▇▇▇ of sale for all of the Shares, duly endorsed Assets that are Tangible Personal Property in the form of Exhibit 2.7(a)(i) (or accompanied the “▇▇▇▇ of Sale”) executed by duly executed stock powers) for transfer to BuyerSeller; (ii) release an assignment of all of the Assets that are intangible personal property in the form of Exhibit 2.4(a)(ii2.7(a)(ii), which assignment shall also contain Buyer’s undertaking and assumption of the Assumed Liabilities (the “Assignment and Assumption Agreement”) executed by Seller ("Seller's Release"); (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 other appropriate document or instrument of transfer, as the case may require, each in form and substance satisfactory to Buyer and its counsel and executed by Seller; (iv) assignments of all Intellectual Property Assets and separate assignments of all registered Marks, Patents and Copyrights in the form of Exhibit 2.7(a)(iv) executed by Twenty Two; (v) such other deeds, bills of sale, assignments, certificates of title, documents and other instruments of transfer and conveyance as may reasonably be requested by Buyer, each in form and substance satisfactory to Buyer and its legal counsel and executed by Seller; (vi) employment agreements in the form of Exhibit 2.7(a)(vi), executed by JW and BT (collectively, the “Employment Agreement”); (vii) an escrow agreement in the form of Exhibit 2.4(a)(iii2.7(a)(vii), executed by Seller and each Shareholder and the escrow agent ("Employment the “Escrow Agreement"”); (ivviii) non-competition a transition service agreement in the form of Exhibit 2.4(a)(iv2.7(a)(viii), executed by Decoy Holdings, LLC and Seller (the "Non-Competition Agreements"“Transition Service Agreement”); (vix) lease a lock up and leak out agreement in the form of Exhibit 2.4(a)(v2.7(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 (the “Lease Domain Name Transfer Agreement”); (vi) a certificate executed by Seller representing and warranting to Buyer that each of Seller's representations and warranties in this Agreement are accurate in all respects as of the Closing Date; (vii) assignment of Patents and Trademarks in the form of Exhibit 2.4(a)(vii) executed by Seller ("Patent Assignment"); (viii) an opinion of counsel to Seller in the form of Exhibit 2.4(a)(viii) attached hereto, with qualifications and assumptions which are agreed to by Buyer; and (ix) all other items required to be delivered hereunder. (b) Buyer will shall deliver to SellerSeller and Shareholders, as the case may be, or on behalf of Seller or Shareholders: (i) the amount of $11,300,000 The Residual Cash Payment by wire transfer to an account specified by Seller less such amount in a writing delivered to be wired Buyer at least three (3) business days prior to the Company's bank to pay off secured indebtednessClosing Date; (ii) promissory note payable The Payables Payment (directly to Seller the Persons set forth in the principal amount of $750,000.00 in the form of Exhibit 2.4(b) (the "Promissory Note"Part 2.3); (iii) a total of $1,650,000.00 in shares of common stockthe Escrow Agreement, $.01 par value ("Common Stock") of executed by Buyer calculated based on and the average Escrow Agent, together with the delivery of the closing price for the Common Stock on the American Stock Exchange for the ten (10) trading days immediately prior Escrow Amount 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 agentEscrow Agent thereunder; (iv) Non-Competition Agreement executed by a certificate representing Three Hundred Thousand (300,000) shares of the CompanyBuyer’s Common Stock; (v) a certificate the Assignment and Assumption Agreement executed by Buyer to the effect that each of Buyer's representations and warranties in this Agreement was accurate in all respects as of the Closing Date; (vi) the Employment Agreement executed by the CompanyBuyer; (vii) the Lease Transition Service Agreement executed by Buyer; (viii) the CompanyLock Up Agreements executed by Buyer; and (viiiix) all other items required to be delivered hereunderthe Domain Name Transfer Agreement executed by Buyer.

Closing Obligations. At the Closing: (a) Seller or the Principal, as applicable, will deliver or cause to be delivered to Buyer: (i) certificates representing such bills of sale, endorsements, consents, assignments, and other good and sufficient instruments of conveyance and assignment as shall be reasonably required by the Shares, duly endorsed Buyer and its counsel and as shall be effective to vest in the Buyer (or accompanied by duly executed stock powersat Buyer's election, its affiliates) for transfer good and marketable title in and to Buyer;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) release the Consulting Agreement executed by ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ in the form of Exhibit 2.4(a)(iiattached hereto as EXHIBIT 2.4(A)(II) executed by Seller (the "Seller's ReleaseConsulting ------------------ Agreement"); (iii) employment agreement separate Employment Agreements for each of the employees listed on EXHIBIT 2.4(A)(III)-1 and in the form of Exhibit 2.4(a)(iiiattached hereto as --------------------- EXHIBIT 2.4(A)(III)-2 (the "Employment Agreements"), executed 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 Agreement"Agreements at Closing); (iv) nonthe Non-competition agreement Competition Agreement executed by the Seller in the form of Exhibit 2.4(a)(iv), executed by Seller attached hereto as EXHIBIT 2.4(A)(IV) (the "Non-Competition Agreements------------------ Agreement"); (v) lease agreement in the form of Exhibit 2.4(a)(v), STC Subordinated Note Agreement executed by Seller (the “Lease Agreement)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 Principal representing and warranting to Buyer that each of Seller's and the Principal's representations and warranties in this Agreement are 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; Date as if made on the Closing Date (vii) assignment of Patents and Trademarks in the form of Exhibit 2.4(a)(vii) executed by Seller ("Patent AssignmentSeller's Closing Certificate"); (viii) an opinion opinion(s) of counsel to Seller counsel, dated the Closing Date, in the form of Exhibit 2.4(a)(viiiEXHIBIT 2.4(A)(VIII); -------------------- (ix) attached heretosuch 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 Principal'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 qualifications and assumptions which are agreed to by Buyerthe Seller, or (4) otherwise facilitating the consummation or performance of any of the Contemplated Transactions; and (ixx) all other items required a joint venture agreement between Seller, Principal and/or an affiliate thereof, and Buyer (or its affiliate), in form and substance reasonably satisfactory to be delivered hereunderboth 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 Seller:the Seller (or to such other Persons designated below): (i) the amount cash portion of $11,300,000 by wire transfer to an account specified by Seller the Purchase Price (less such amount to be wired to the Company's bank to pay off secured indebtednessEscrow Fund held under the Pre-Closing Escrow Agreement), the STC Subordinated Note Agreement, the Subordinated STC Note and the Assumption Agreement (as provided in Section 2.5 below); (ii) promissory note payable any consulting fees or other compensation required to Seller in be paid at Closing pursuant to the principal amount terms of $750,000.00 in the form of Exhibit 2.4(b) (Consulting Agreement, the "Promissory Note")Non-Competition Agreement and/or the Employment Agreements; (iii) a total of $1,650,000.00 in shares of common stockthe Consulting Agreement, $.01 par value ("Common Stock") of Buyer calculated based on the average of Non-Competition Agreement and 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 Employment Agreements, all executed 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) Nona joint writing pursuant to the Pre-Competition Closing Escrow Agreement executed by Buyer and directing the Companyescrow 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 effect Seller 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;Date as if made on the Closing Date (the "Buyer's Closing Certificate"). (vi) opinion(s) of counsel, dated the Employment Agreement executed by Closing Date, in the Company;form of EXHIBIT 2.4(B)(VI); ------------------ (vii) such other documents as Seller may reasonably request for the Lease Agreement executed 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 Companycompliance 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) all other items required a joint venture agreement between Seller, Principal and/or an affiliate thereof, and Buyer (or its affiliate), in form and substance reasonably satisfactory to be delivered hereunderboth 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 Sellers will deliver to Buyer: (i) certificates representing Certificates for the SharesStock, duly endorsed (or accompanied by duly executed stock powers) for transfer to Buyer, and the Company’s stock ledger; (ii) release in the form of Exhibit 2.4(a)(ii) executed by Seller ("Seller's Release")all necessary Consents and other approvals, including without limitation those set forth on Schedule 3.3; (iii) employment agreement the Governing Documents of the Company, duly certified (in the form case of Exhibit 2.4(a)(iii), executed the articles of incorporation) as of a recent date by Seller ("Employment Agreement")the Utah Secretary of State; (iv) non-competition agreement in certificates dated as of a date not earlier than five (5) business days prior to the form Closing as to the good standing of Exhibit 2.4(a)(iv)the Company and payment of all applicable state franchise Taxes by the Company, executed by Seller (the "Non-Competition Agreements")appropriate Utah officials; (v) lease agreement in evidence of the form resignations or removal from the Board of Exhibit 2.4(a)(v), executed by Seller (Directors of the “Lease Agreement)Company of all of the Company’s directors; (vi) a certificate releases in the form attached hereto as Exhibit A, duly executed by Seller representing and warranting to Buyer that each of Seller's representations and warranties in this Agreement are accurate in all respects as of the Closing DateSellers (collectively, “Sellers’ Release”); (vii) assignment of Patents and Trademarks the Real Estate Lease for space at ▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, in the form of attached hereto as Exhibit 2.4(a)(vii) B (the “Lease”), duly executed by Seller ("Patent Assignment")the Company and ALBA LLC, a Utah limited liability company; (viii) an opinion of counsel to Seller the Non-Competition Agreements, in the form attached hereto as Exhibit C (the “Non-Competition Agreements”), duly executed by each Seller; (ix) 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 Exhibit 2.4(a)(viii) attached heretoperjury certifying that such Seller is not a “foreign person” in accordance with the Treasury Regulations under Section 1445 of the Code, with qualifications and assumptions which are agreed to by Buyersuch that Buyer is exempt from withholding under Section 1445 of the Code; and (ixxi) all such other items required to be delivered hereunderdocuments as Buyer may reasonably request for the purpose of facilitating the consummation or performance of any of the Contemplated Transactions. (b) Buyer will deliver to SellerSellers: (i) the amount of $11,300,000 by wire transfer to an account specified by Seller less such amount to be wired to the Company's bank to pay off secured indebtedness;Closing Purchase Price; and (ii) promissory note payable to Seller in the principal amount of $750,000.00 in the form of Exhibit 2.4(b) (the "Promissory Note")Sellers’ Release, acknowledged by Buyer; (iii) a total of $1,650,000.00 in shares of common stockthe Non-Competition Agreements, $.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 duly executed 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;; and (iv) Non-Competition Agreement executed by such other documents as Seller may reasonably request for the Company; (v) a certificate executed by Buyer to purpose of facilitating the effect that each consummation or performance of Buyer's representations and warranties in this Agreement was accurate in all respects as any of the Closing Date; (vi) the Employment Agreement executed by the Company; (vii) the Lease Agreement executed by the Company; and (viii) all other items required to be delivered hereunderContemplated Transactions.

Closing Obligations. At the Closing: (a) Seller Sellers or the Company, as applicable, will deliver or cause to be delivered to Buyer: (i) certificates representing the Shares, duly endorsed (or accompanied by duly executed stock powers) ), with signatures of Sellers in attendance at Closing, notarized at Closing, and signatures of Sellers not in attendance guaranteed by a commercial bank or by a member firm of the New York Stock Exchange, for transfer to Buyer; (ii) release the Consulting Agreements executed by ▇▇▇▇▇▇ in the form of Exhibit 2.4(a)(iiattached hereto as EXHIBIT 2.5(a)(ii)-1 (the "▇▇▇▇▇▇ Consulting Agreement") executed and -------------------- by Seller ▇▇▇▇▇▇▇ in the form attached hereto as EXHIBIT 2.5(a)(ii)-2 (the "Seller's Release▇▇▇▇▇▇▇ -------------------- Consulting Agreement"); (iii) employment agreement the Employment Agreement for ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇. in the form of Exhibit 2.4(a)(iii), executed by Seller attached hereto as EXHIBIT 2.5(a)(iii)-1 (the "Employment Agreement");; --------------------- (iv) non-competition agreement in the form of Exhibit 2.4(a)(iv), executed by Seller (the "Non-Competition Agreements")[Intentionally Deleted]; (v) lease agreement in the form of Exhibit 2.4(a)(v), executed by Seller (the “Lease Agreement); (vi) a certificate executed by Seller Sellers and the Company representing and warranting to Buyer that that, except as otherwise stated in such certificate, each of Seller's Sellers' representations and warranties in this Agreement are was accurate in all respects as of the date of this Agreement and is accurate in all respects as of the Closing Date as if made on the Closing Date subject, however, to any limitations expressly set forth herein (the "Sellers' Closing Certificate"). (vi) opinion(s) of counsel, dated the Closing Date;, in the form of EXHIBIT 2.5(a)(vi); ------------------ (vii) assignment such other documents as Buyer may reasonably request for the purpose of Patents (1) enabling its counsel to provide the opinion referred to in Section 2.5(b), (2) evidencing the accuracy of any of Sellers' representations and Trademarks warranties, (3) evidencing the performance by Sellers of, or the compliance by Sellers with, any covenant or obligation required to be performed or complied with by the Sellers at or prior to Closing, or (4) otherwise facilitating the consummation or performance of any of the Contemplated Transactions in accordance with this Agreement; and (viii) a lease in the form of Exhibit 2.4(a)(vii) EXHIBIT 2.8 executed by Seller ("Patent Assignment"); (viii) an opinion of counsel to Seller in the form of Exhibit 2.4(a)(viii) attached hereto▇▇▇▇▇▇ ▇. ----------- ▇▇▇▇▇▇, with qualifications and assumptions which are agreed to by Buyer; and (ix) all other items required to be delivered hereunderas lessor. (b) Buyer will deliver to Seller:each Seller (or to such other Persons designated below): (i) the amount respective amounts of $11,300,000 by wire transfer to an account specified by Seller less such amount to be wired to the Company's bank to pay off secured indebtedness;cash as set forth on EXHIBIT ------- 2.5(b)(i); --------- (ii) promissory note payable to Seller Buyer's executed Subordinated Note and all associated documents in the principal amount of $750,000.00 in the form of Exhibit 2.4(bforms attached hereto as EXHIBIT 2.5(b)(ii) (collectively, the ------------------ "Promissory NoteSubordinated Note Documents");. (iii) a total of $1,650,000.00 in shares of common stock, $.01 par value ("Common Stock") of Buyer calculated based on any consulting fees or other compensation required to be paid at Closing pursuant to the average terms of the closing price for Consulting Agreements and/or 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 agentEmployment Agreement; (iv) Non-Competition Agreement the Consulting Agreements and the Employment Agreement, all executed by the CompanyBuyer; (v) a certificate executed by Buyer to the effect that that, except as otherwise stated in such certificate, each of Buyer's representations and warranties in this Agreement was accurate in all respects as of the date of this Agreement and is accurate in all respects as of the Closing Date;Date as if made on the Closing Date subject, however, to any limitations expressly set forth herein (the "Buyer's Closing Certificate"). (vi) opinion(s) of counsel, dated the Employment Agreement executed by Closing Date, in the Company;form of EXHIBIT 2.5(b)(vi); ------------------ (vii) such other documents as Sellers may reasonably request for the Lease Agreement executed purpose of (1) enabling its counsel to provide the opinion referred to in Section 2.5(a), (2) evidencing the accuracy of any representation or warranty of Buyer, (3) evidencing the performance by Buyer of, or the Companycompliance 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) all other items required to be delivered hereunderthe lease in the form of EXHIBIT 2.8 executed by the named ----------- lessee therein.

Closing Obligations. At the Closing: (a) Seller Sellers will deliver to Buyer: (i) certificates representing the Shares, duly endorsed (or accompanied by duly executed stock powers) ), with signatures guaranteed by a commercial bank or by a member firm of the New York Stock Exchange, for transfer to Buyer; (ii) release releases in the form of Exhibit 2.4(a)(ii) executed by Seller Sellers (collectively, "Seller's ReleaseSellers' Releases"); (iii) employment agreement agreements in the form of Exhibit 2.4(a)(iii), executed by Seller ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇ and Will ▇▇▇▇▇▇▇▇▇ (collectively, "Employment AgreementAgreements"); (iv) non-competition agreement investment letters in the form of Exhibit 2.4(a)(iv), executed by Seller Sellers (collectively, the "Non-Competition AgreementsInvestment Letters");; and (v) lease agreement in the form of Exhibit 2.4(a)(v), executed by Seller (the “Lease Agreement); (vi) a certificate executed by Seller Sellers, excluding ▇▇▇ ▇▇▇▇▇, representing and warranting to Buyer that each of Seller's Sellers' representations and warranties in this Agreement are was accurate in all respects as of the date of this Agreement and is accurate in all respects as of the Closing Date;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 6.5); and (vi) Loan Agreements in the form of Exhibit 2.4(a)(vi), executed by the Company (the "Loan Agreements"); and (vii) assignment of Patents and Trademarks a shareholder's agreement in the form of Exhibit 2.4(a)(vii) executed by Seller Sellers (the "Patent AssignmentShareholders' Agreement"); (viii) an opinion of counsel to Seller in the form of Exhibit 2.4(a)(viii) attached hereto, with qualifications and assumptions which are agreed to by Buyer; and (ix) all other items required to be delivered hereunder. (b) Buyer will deliver to SellerSellers: (i) certificates representing the amount Purchase price, which Buyer and Sellers mutually agree that for purposes of this Agreement shall represent a value of $11,300,000 by wire transfer to an account specified by Seller less such amount to be wired to the Company's bank to pay off secured indebtedness1,000,000; (ii) promissory note payable to Seller the Loan Agreement evidencing a line of credit for the Company in the principal an amount of not less than $750,000.00 in the form of Exhibit 2.4(b) (the "Promissory Note")358,000 executed by Lender; (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 to the effect that that, except as otherwise stated in such certificate, each of Buyer's representations and warranties in this Agreement was accurate in all respects as of the date of this Agreement and is accurate in all respects as of the Closing Date as if made on the Closing Date; (viiv) the Employment Agreement executed by the Company; (vii) the Lease Agreement Agreements, executed by the Company; and (viiiv) all other items required the Shareholders' Agreement executed by Buyer; and (vi) Option Agreements in the form of Exhibit 2.4(b)(vi) executed by Buyer (the "Option Agreement") granting Sellers, collectively an option to be delivered hereunderpurchase 150,000 shares of Buyer's common stock.

Closing Obligations. At the Closing: (a) Seller will deliver to Buyer: (i) certificates a certificate representing the Shares, duly endorsed (or accompanied by duly executed stock powers) ), for transfer to Buyer; (ii) release in the form of Exhibit 2.4(a)(ii) executed by Seller ("“Seller's ’s Release"”); (iii) employment agreement in the form of Exhibit 2.4(a)(iii), executed by Seller ("“Employment Agreement"”); (iv) non-competition agreement in the form of Exhibit 2.4(a)(iv), executed by Seller (the "Non-Competition Agreements"); (v) lease agreement in the form of Exhibit 2.4(a)(v), executed by Seller (the “Lease Agreement); (vi) a certificate executed by Seller representing and warranting to Buyer that each of Seller's ’s representations and warranties in this Agreement are was accurate in all respects as of the Closing Datedate of this Agreement; (v) any evidence satisfactory to Buyer from the Company’s lenders and any other lenders that all long term and secured debt of the Acquired Companies has been paid in full, that all the assets of the Acquired Companies are free and clear from all; (vi) non-competition agreement in the form of Exhibit 2.4(a)(vi) executed by Seller (“Non-Competition Agreement”); (vii) assignment of Patents and Trademarks in the form of Exhibit 2.4(a)(vii) executed by Seller ("Patent Assignment"); (viii) an opinion of counsel to Seller the Onebane Law Firm in the form of Exhibit 2.4(a)(viii) attached hereto, with qualifications and assumptions which are agreed to by Buyer); and (ixviii) all other items required an Act of Sale evidencing the sale of the Interests to be delivered hereunderBuyer. (b) Buyer will deliver to Seller: (i) the amount of $11,300,000 20,196,193.50 by wire transfer to an the account specified by Seller less such amount to be wired to the Company's bank to pay off secured indebtednessSeller; (ii) promissory note payable evidence of payment to Seller in Regions Bank as of the principal amount date hereof of the Acquired Company’s line of credit not to exceed $750,000.00 in the form of Exhibit 2.4(b) (the "Promissory Note")9,587,617.40; (iii) a total of $1,650,000.00 in 246,761 shares of common stock, $.01 par value ("Common of AC 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, Buyer will provide Seller will be provided with copies of the Company's A▇▇▇▇-▇▇▇▇▇▇▇▇’ instruction letter to its transfer agentagent 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) Non-Competition Agreement executed by the Company; (v) a certificate executed by Buyer and A▇▇▇▇-▇▇▇▇▇▇▇▇ to the effect that 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 respects as of the Closing Datedate of this Agreement; (v) the Employment Agreement, executed by Buyer; and (vi) the Employment Agreement executed by the Company; (vii) the Lease Agreement executed by the Company; and (viii) all other items required to be delivered hereunderNon-Competition Agreement.

Closing Obligations. At the Closing: (a) Seller or the Parent Entity, as applicable, will deliver or cause to be delivered to Buyer: (i) certificates representing such bills of sale, endorsements, consents, assignments, and other good and sufficient instruments of conveyance and assignment as shall be reasonably required by the SharesBuyer and its counsel and as shall be effective to vest in the Buyer good and marketable title in and to all the Company Assets, duly endorsed (or accompanied by duly executed stock powers) for transfer 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 Buyer;the Company Assets. (ii) release the Intellectual Property Assignment in the form of attached hereto as Exhibit 2.4(a)(ii) executed by Seller ("Seller's Release");. ------------------ (iii) employment agreement separate Employment Agreements for each of the employees listed on Exhibit 2.4(a)(iii)-1 and in the form of attached hereto as --------------------- Exhibit 2.4(a)(iii), executed by Seller 2.4(a)(iii)-2 (the "Employment AgreementAgreements");; --------------------- (iv) nonthe Non-competition agreement Competition Agreement in the form of attached hereto as Exhibit 2.4(a)(iv), executed by Seller ) (the "Non-Competition AgreementsAgreement");; ------------------ (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 are was accurate in all material respects as of the date of this Agreement and is accurate in all material respects as of the Closing DateDate as if made on the Closing Date (the "Seller's Closing Certificate"); (viivi) assignment opinion(s) of Patents and Trademarks counsel, dated the Closing Date, in the form of Exhibit 2.4(a)(vii2.4(a)(vi); and ------------------ (vii) executed 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 ("Patent Assignment"); (viii) an opinion of counsel to of, or the compliance by Seller in the form of Exhibit 2.4(a)(viii) attached heretowith, with qualifications and assumptions which are agreed to by Buyer; and (ix) all other items any covenant or obligation required to be delivered hereunderperformed 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 Seller:the Seller (or to such other Persons designated below): (i) the amount cash portion of $11,300,000 by wire transfer to an account specified by Seller less such amount to be wired to the Company's bank to pay off secured indebtednessPurchase Price and appropriate agreements evidencing the assumption of certain liabilities (as provided in Sections 2.2(a) and 2.5 below); (ii) promissory note payable to Seller in the principal amount of $750,000.00 in Non-Competition Agreement and the form of Exhibit 2.4(b) (the "Promissory Note")Employment Agreements, all executed by Buyer; (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 effect 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;Date as if made on the Closing Date (the "Buyer's Closing Certificate"). (viiv) opinion(s) of counsel, dated the Employment Agreement executed by Closing Date, in the Company;form of Exhibit 2.4(b)(iv); and ------------------ (viiv) such other documents as Seller may reasonably request for the Lease Agreement executed 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 Company; and (viii) all other items compliance by Buyer with, any covenant or obligation required to be delivered hereunderperformed 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 will shall deliver to Buyer: (i) certificates representing a ▇▇▇▇ of sale for all of the Shares, duly endorsed Assets that are Tangible Personal Property in the form of Exhibit 2.6(a)(i) (or accompanied the “▇▇▇▇ of Sale”) executed by duly executed stock powers) for transfer to BuyerSeller; (ii) release 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 2.4(a)(ii2.6(a)(ii), which assignment shall also contain Buyer’s undertaking and assumption of the Assumed Liabilities (the “Assignment and Assumption Agreement”) executed by Seller ("Seller's Release"); (iii) employment agreement 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 2.4(a)(iii), 2.6(a)(iii) executed by Seller ("Employment Agreement")Seller; (iv) non-competition agreement such other deeds, bills of sale, assignments, certificates of title, documents and/or other instruments of transfer and conveyance as may reasonably be requested by Buyer, each in the form of Exhibit 2.4(a)(iv), and substance satisfactory to Buyer and its legal counsel and executed by Seller (the "Non-Competition Agreements")Seller; (v) lease agreement the Consents listed on Exhibit 2.6(a)(v) with respect to the Seller Contracts; (vi) the employment agreements in the form of Exhibit 2.4(a)(v), executed by Seller Exhibits 2.6(a)(vi)(1) and (2) (the “Lease AgreementEmployment Agreements”); (vivii) a certificate executed by Seller representing and warranting as to Buyer that each the accuracy of Seller's its representations and warranties in this Agreement are accurate in all respects as of the Closing Dateand as to its compliance with and performance of its covenants and obligations to be performed or complied with at or before the Closing; (viiviii) assignment a certificate of Patents a designed officer of Seller (A) certifying, as complete and Trademarks 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 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 to the good standing of Seller in the 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; (ix) [Intentionally Omitted]; (x) Releases of all Encumbrances on the Assets; (xi) the Investor Representation Statement, executed by Seller, in the form of Exhibit 2.4(a)(vii) executed by Seller ("Patent Assignment"2.6(xi); (viiixii) an opinion of counsel to Seller in [Intentionally Omitted]; (xiii) the form of Exhibit 2.4(a)(viiiEscrow Agreement (as defined below) attached hereto, with qualifications and assumptions which are agreed to executed by BuyerSeller; and (ixxiv) all such other items documents as Buyer may reasonably request for the purpose of (A) evidencing the accuracy of any of Seller’s representations and warranties, (B) evidencing the performance by Seller, or the compliance by Seller with, any covenant or obligation required to be delivered hereunderperformed or complied with by Seller pursuant to this Agreement, or (C) otherwise facilitating the consummation or performance of any of the Contemplated Transactions. (b) Buyer will shall deliver to (or in the case of the Escrow Deposit, on behalf of) Seller: (i) the amount of $11,300,000 cash 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 less such amount and, if applicable, the shares of ▇▇▇▇▇.▇▇▇ Common Stock, determined pursuant to be wired to Section 2.3(b), net of the Company's bank to pay off secured indebtednessEscrow Deposit (as defined below); (ii) promissory note payable the Escrow Deposit (as defined below) to Seller in the principal amount of $750,000.00 in the form of Exhibit 2.4(b) (the "Promissory Note")Escrow Agent; (iii) a total the ▇▇▇▇ of $1,650,000.00 in shares of common stockSale, $.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 executed 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 the Assignment and Assumption Agreement, executed by the CompanyBuyer; (v) the Employment Agreements, executed by Buyer; (vi) the Escrow Agreement (as defined below) executed by Buyer and Escrow Agent (as defined below); (vii) a certificate executed by Buyer as to the effect that each accuracy of Buyer's its representations and warranties in this Agreement was accurate in all respects as of the Closing Dateand as to its compliance with and performance of its covenants and obligations to be performed or complied with at or before the Closing; (viviii) certificates of the Employment 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 executed and the consummation of the Contemplated Transactions has been approved by all requisite authority (including Buyer’s board of directors) and certifying to the Company; (vii) incumbency and signatures of the Lease officers of Buyer executing this Agreement executed by and any other document relating to the CompanyContemplated Transactions, and attaching a certificate as of a date not earlier than the tenth business day prior to the Closing Date as to the good standing of Buyer in the States of Delaware and California; and (viiiix) all Such other items required to be delivered hereunder.documents as Seller may reasonably request for the purpose of (A) evidencing the accuracy of any representation or warranty of Buyer, or (B)

Closing Obligations. At the Closing: (a) The Seller will shall deliver (or cause to be delivered) to the Buyer: (i) certificates representing the Sharesvarious certificates, duly endorsed (or accompanied by duly executed stock powers) for transfer instruments and documents required to Buyerbe delivered under Section 9.3; (ii) release a Non-solicitation and Non-competition Agreement in the form of attached hereto as Exhibit 2.4(a)(ii4.2(a)(ii) executed by Seller ("Seller's Release"the “Noncompetition and Nonsolicitation Agreement”); (iii) employment agreement a letter from the Seller in the form of attached hereto as Exhibit 2.4(a)(iii4.2(a)(iii), executed by Seller ("Employment Agreement")notifying the FDA of the transfer of the rights to the Registrations to the Buyer; (iv) non-competition agreement a ▇▇▇▇ of Sale in the form of attached hereto as Exhibit 2.4(a)(iv), executed by Seller 4.2(a)(iv) (the "Non-Competition Agreements"“▇▇▇▇ of Sale”); (v) lease agreement a Patent Assignment Agreement in the form of attached hereto as Exhibit 2.4(a)(v), executed by Seller 4.2(a)(v) (the “Lease Patent Agreement”); (vi) a certificate executed by Seller representing and warranting to Buyer that each of Seller's representations and warranties Trademark Assignment Agreement in this Agreement are accurate in all respects the form attached hereto as of Exhibit 4.2(a)(vi) (the Closing Date“Trademark Agreement”); (vii) assignment of Patents an Assignment and Trademarks Assumption Agreement in the form of attached hereto as Exhibit 2.4(a)(vii4.2(a)(vii) executed by Seller ("Patent Assignment"the “Assumption Agreement”); (viii) an opinion of counsel to Seller a Transition Services Agreement in the form attached hereto as Exhibit 4.2(a)(viii) (the “Transition Services Agreement”); (ix) such other instruments of Exhibit 2.4(a)(viiiconveyance, 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) attached heretooriginal executed versions of the Assigned Contracts except for those that are not in the Seller’s possession, with qualifications and assumptions which are agreed to by Buyeras indicated on Schedule 2.2(e); and (ixxi) all other items required copies of the Software listed on Schedule 4.2(a)(xi) (the Buyer acknowledging that such copies of Software will be provided by the Seller without any representation or warranty of any kind including as to be delivered hereunderany title or right of the Seller or the Buyer to use such Software). (b) The Buyer will shall deliver (or cause to be delivered) to the Seller: (i) the amount of $11,300,000 by wire transfer to an account specified by Seller less such amount The various certificates, instruments and documents required to be wired to the Company's bank to pay off secured indebtednessdelivered under Section 9.2; (ii) promissory note payable to Seller in the principal amount of $750,000.00 in the form of Exhibit 2.4(b) (the "Promissory Note")The Assumption Agreement; (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 agentNoncompetition and Nonsolicitation Agreement; (iv) Non-Competition Agreement executed by the CompanyThe Transition Services Agreement; (v) a certificate executed by A letter from the Buyer to the effect that each of Buyer's representations and warranties FDA in this Agreement was accurate in all respects the form attached hereto as Exhibit 4.2(b)(v), notifying the FDA of the Closing Date;transfer of the Registrations to the Buyer; and (vi) the Employment Agreement executed by the Company;The Closing Payment. (viic) the Lease Agreement executed by the Company; and The agreements and instruments referred to in Sections 4.2(a)(ii) through (viii) all other items required and Section 4.2(b)(v), together with this Agreement, are referred to be delivered hereunderherein as the “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 will shall deliver to BuyerPurchaser: (i) certificates representing a ▇▇▇▇ of sale executed by Seller for all of the Shares, duly endorsed Purchased Assets that are personal property in substantially the same form as Exhibit 2.5(a)(i) (or accompanied by duly executed stock powers) for transfer to Buyerthe “▇▇▇▇ of Sale”); (ii) release a trademark assignment for each of the Seller’s Trademarks in substantially the same form of as Exhibit 2.4(a)(ii2.5(a)(ii) executed by Seller ("Seller's Release"the “Trademark Assignment”); (iii) employment agreement a patent assignment for each of the Seller’s Patents in substantially the same form of as Exhibit 2.4(a)(iii), executed by Seller 2.5(a)(iii) ("Employment Agreement"the “Patent Assignment”); (iv) non-competition agreement a copyright assignment for each of the Seller’s Copyrights in substantially the same form of as Exhibit 2.4(a)(iv), executed by Seller 2.5(a)(iv) (the "Non-Competition Agreements"“Copyright Assignment”); (v) lease agreement in the form of Exhibit 2.4(a)(v), one or more assignment and assumption agreements executed by Seller for each of the Assumed Contracts (the “Lease AgreementAssignment and Assumption Agreements”); (vi) a certificate executed by Seller representing and warranting to Buyer that each of Seller's representations and warranties in this Agreement are accurate in all respects the Consents identified on Schedule 4.3 as of the Closing Datea required Consent; (vii) such other bills of sale, assignments, certificates of title, 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 assignment of Patents and Trademarks any Intellectual Property rights that may have arisen in any independent contractors of the form Seller by virtue of Exhibit 2.4(a)(vii) executed work performed by Seller ("Patent Assignment")such contractors; (viii) an opinion a certificate executed on behalf of counsel Seller as to Seller the accuracy of its representations and warranties as of the date of this Agreement and as of the Closing in accordance with Section 7.1 and as to its compliance with and performance of its covenants and obligations to be performed or complied with at or before the form of Exhibit 2.4(a)(viii) attached hereto, Closing in accordance with qualifications and assumptions which are agreed to by BuyerSection 7.2; and (ix) all other items required to be delivered hereunderan Escrow Agreement in substantially the same form as Exhibit 2.5(a)(ix) hereto (the “Escrow Agreement”). (b) Buyer will Purchaser shall deliver to Seller: (i) the amount portion of $11,300,000 by wire transfer to an account specified by Seller less such amount to be wired to the Company's bank to pay off secured indebtednessPurchase Price described in Section 3.2 other than the Down Payment paid as described in Section 3.1; (ii) promissory note payable to Seller in Assignment and Assumption Agreement for the principal amount of $750,000.00 in the form of Exhibit 2.4(b) (the "Promissory Note")Assumed Liabilities executed by Purchaser; (iii) a total certificate executed by Purchaser as to the accuracy of $1,650,000.00 in shares of common stock, $.01 par value ("Common Stock") of Buyer calculated based on the average its representations and warranties as 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 date 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 this Agreement and as of the Company's instruction letter Closing in accordance with Section 8.1 and as to its transfer agent;compliance with and performance of its covenants and obligations to be performed or complied with at or before the Closing in accordance with Section 8.2; and (iv) Non-Competition Agreement executed by the Company; (v) a certificate executed by Buyer to the effect that each of Buyer's representations and warranties in this Agreement was accurate in all respects as of the Closing Date; (vi) the Employment Agreement executed by the Company; (vii) the Lease Agreement executed by the Company; and (viii) all other items required to be delivered hereunderEscrow Agreement.

Closing Obligations. At In addition to any other documents to be delivered under other provisions of this Agreement, at the Closing: (a) Seller will Sempra Energy shall deliver to Buyerthe 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 transferors thereof), in form and substance reasonably acceptable to RBS, as shall be necessary to effect the sale of the Transferred Company Interests to the Partnership. (b) Sempra Energy shall deliver to RBS and the Partnership: (i) certificates representing the Shareseach Related Agreement to which it is a party, duly endorsed (or accompanied executed and delivered by duly executed stock powers) for transfer to Buyerthe appropriate Sempra Parties; (ii) release in evidence of the form receipt of Exhibit 2.4(a)(ii) executed by Seller ("Seller's Release"); (iii) employment agreement in the form of Exhibit 2.4(a)(iiiall Material Consents, if such consents are set forth on Schedule 3.2(b), executed by Seller ("Employment Agreement"); (iv) non-competition agreement in the form of Exhibit 2.4(a)(iv), executed by Seller (the "Non-Competition Agreements"); (v) lease agreement in the form of Exhibit 2.4(a)(v), executed by Seller (the “Lease Agreement); (vi) a certificate executed by Seller representing and warranting to Buyer that each of Seller's representations and warranties in this Agreement are accurate in all respects as of the Closing Date; (vii) assignment of Patents and Trademarks in the form of Exhibit 2.4(a)(vii) executed by Seller ("Patent Assignment"); (viii) an opinion of counsel to Seller in the form of Exhibit 2.4(a)(viii) attached hereto, with qualifications and assumptions which are agreed to by Buyer; and (ix) all other items required to be delivered hereunder. (b) Buyer will deliver to Seller: (i) the amount of $11,300,000 by wire transfer to an account specified by Seller less such amount to be wired to the Company's bank to pay off secured indebtedness; (ii) promissory note payable to Seller in the principal amount of $750,000.00 in the form of Exhibit 2.4(b) (the "Promissory Note")Material Governmental Approvals; (iii) a total 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 $1,650,000.00 in shares of common stock, $.01 par value ("Common Stock") of Buyer calculated based on the average Transferred Company Interests from withholding under Section 1445 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 agentCode; (iv) Non-Competition Agreement a certificate executed by Sempra Energy, dated as of the CompanyClosing Date, in accordance with Section 5.7; and (v) the Closing Balance Sheet (which shall have been delivered to RBS at least two (2) Business Days prior to the Closing Date). (c) RBS shall deliver to Sempra Energy and the Partnership: (i) evidence of the receipt of all Material Consents, if such consents are set forth on Schedule 4.2(b), and the Material Governmental Approvals; (vii) each Related Agreement to which it is a party, duly executed and delivered by RBS; (iii) a certificate executed by Buyer to the effect that each of Buyer's representations and warranties in this Agreement was accurate in all respects RBS, dated as of the Closing Date; (vi) the Employment Agreement executed by the Company; (vii) the Lease Agreement executed by the Company, in accordance with Section 6.7; and (viiiiv) all other items required to be delivered hereunderthe indemnity agreement, substantially in the form of Exhibit C hereto.

Closing Obligations. At In addition to any other documents to be delivered under other provisions of this Agreement, at the Closing: (a) Seller will shall deliver to Buyer: (i) certificates representing a bill of sale for all of the Shares, duly endorsed Assets that are Tangible Personal Property ▇▇ ▇he form of Exhibit 2.6(a)(i) (or accompanied the "Bill of Sale") executed by duly executed stock powers) for transfer to BuyerSeller; (ii) release an assignment ▇▇ all of the Assets that are intangible personal property in the form of Exhibit 2.4(a)(ii2.6(a)(ii), (the "Assignment Agreement") executed by Seller 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, assignments, certificates of title, documents and other instruments of transfer and conveyance as may reasonably be requested by Buyer, each in form and substance satisfactory to Buyer and its legal counsel and executed by Seller; (v) non-competition, non-solicitation and non-disclosure agreements in the form of Exhibit 2.6(a)(v), executed by each Key Employee (the "Seller's ReleaseNoncompetition Agreements"); (iiivi) employment a lock-up agreement in the form of Exhibit 2.4(a)(iii), 2.6(a)(vi) (the "Lock-Up Agreement") executed by Seller ("Employment Agreement")Seller; (ivvii) non-competition a registration rights agreement in the form of Exhibit 2.4(a)(iv), 2.6(a)(vii) (the "Registration Rights Agreement") executed by Seller; and (viii) a certificate executed by Seller 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 6.1 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 6.2. (b) Buyer shall deliver to 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 "NonClosing Date; (ii) a share certificate representing the Shares; (iii) the Lock-Competition Agreements")Up Agreement executed by Buyer; (iv) the Registration Rights Agreement executed by Buyer; (v) lease agreement in the form of Exhibit 2.4(a)(v), Noncompetition Agreements executed by Seller (the “Lease Agreement)Buyer; (vi) a certificate executed by Seller representing and warranting Buyer as to Buyer that each the accuracy of Seller's its representations and warranties in as of the date of this Agreement are accurate in all respects and as of the Closing Date; (vii) assignment in accordance with Section 7.1 and as to its compliance with and performance of Patents its covenants and Trademarks obligations to be performed or complied with at or before the Closing in the form of Exhibit 2.4(a)(vii) executed by Seller ("Patent Assignment"); (viii) an opinion of counsel to Seller in the form of Exhibit 2.4(a)(viii) attached hereto, accordance with qualifications and assumptions which are agreed to by BuyerSection 7.2; and (ix) all other items required to be delivered hereunder. (b) Buyer will deliver to Seller: (i) the amount of $11,300,000 by wire transfer to an account specified by Seller less such amount to be wired to the Company's bank to pay off secured indebtedness; (ii) promissory note payable to Seller in the principal amount of $750,000.00 in the form 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 to the effect that each of Buyer's representations and warranties in this Agreement was accurate in all respects as of the Closing Date; (vi) the Employment Agreement executed by the Company; (vii) the Lease Agreement executed by the Company; and (viii) all other items required to be delivered hereunder.

Closing Obligations. At the Closing: (a) Seller Shareholders or the Company, as applicable, will deliver or cause to Buyerbe delivered to THI: (i) certificates representing the Contributed Shares, duly endorsed (or accompanied by duly executed stock powers) ), with signatures of Shareholders in attendance at Closing notarized at Closing, and signatures of Shareholders not in attendance guaranteed by a commercial bank or by a member firm of the New York Stock Exchange, for transfer to BuyerTHI; (ii) release the Investor Representation Letter and Questionnaire, the Subscription Documents, the Shareholders Agreement, the Registration Rights Agreement each in the form of Exhibit 2.4(a)(iiExhibits 2.4(a)(i) executed by Seller - ("Seller's Release"); (iii) employment agreement in the form of Exhibit 2.4(a)(iiiiv), executed by Seller ("Employment Agreement"); (iv) non-competition agreement in the form of Exhibit 2.4(a)(iv), executed by Seller (the "Non-Competition Agreements"); (v) lease agreement in the form of Exhibit 2.4(a)(v), executed by Seller (the “Lease Agreement); (vi) a certificate executed by Seller representing Investor Pledge -------- Agreement and warranting to Buyer that each of Seller's representations and warranties in this Agreement are accurate in all respects as of the Closing Date; (vii) assignment of Patents and Trademarks in the form of Exhibit 2.4(a)(vii) executed by Seller ("Patent Assignment"); (viii) an opinion of counsel to Seller in the form of Exhibit 2.4(a)(viii) attached hereto, with qualifications and assumptions which are agreed to by Buyer; and (ix) all any other items documents required to be delivered hereunder. executed by the Shareholders in connection with the issuance of the THI Common and/or the THI Preferred (b) Buyer will deliver to Seller: (i) the amount of $11,300,000 by wire transfer to an account specified by Seller less such amount to be wired to the Company's bank to pay off secured indebtedness; (ii) promissory note payable to Seller in the principal amount of $750,000.00 in the form of Exhibit 2.4(b) (collectively, the "Promissory NoteShareholder Documents"); (iii) a total certificate executed by Shareholders and the Company representing and warranting to THI that (A) there have been no material changes, amendments or modifications of $1,650,000.00 or to the then current Organizational Documents of the Company since the date of each of the Organizational Documents; and (B) each of Shareholders' representations and warranties in shares this Agreement was accurate in all material respects as of common stock, $.01 par value ("Common Stock") the date of Buyer calculated based this Agreement and is accurate in all material respects as of the Closing Date as if made on the average of Closing Date (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"Shareholders' Closing Certificate"); (iv) Non-Competition Agreement executed 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 CompanyShareholders, 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; (vii) the Shareholder Documents requiring THI's execution; (iii) a certificate executed by Buyer THI to the effect that that, except as otherwise stated in such certificate, each of BuyerTHI'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;Date as if made on the Closing Date (the "THI's Closing Certificate"). (viiv) opinion(s) of counsel, dated the Employment Agreement executed Closing Date, in the form of EXHIBIT 2.4(b)(v); and ----------------- (v) such other documents as 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 THI, (3) evidencing the performance by THI of, or the Company; (vii) the Lease Agreement executed compliance by the Company; and (viii) all other items THI with, any covenant or obligation required to be delivered hereunderperformed or complied with by THI, 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 will Sellers shall deliver to Buyer: (i) certificates representing a ▇▇▇▇ of sale, assignment and assumption agreement with respect to the Sharesassignment 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, duly endorsed (or accompanied Assignment and Assumption Agreement”) executed by duly executed stock powers) for transfer to BuyerSellers; (ii) release a Supply Agreement in the form of Exhibit 2.4(a)(ii2.9(a)(ii) executed by Seller Parent ("Seller's Release"the “Supply Agreement”); (iii) employment agreement assignments of all Registered Intellectual Property that is part of the Assets in the form of Exhibit 2.4(a)(iii), 2.9(a)(iii) executed by Seller ("Employment Agreement")the applicable Seller; (iv) non-competition agreement such other bills of sale, assignments, documents (including the estimates of transfer tax obligations of Buyer based on the Allocation Schedule) and other instruments of transfer and conveyance of the Assets as may reasonably be requested by Buyer, each in form and substance reasonably satisfactory to Buyer and its legal counsel and executed by the applicable Seller; (v) the Estimated Closing Balance Sheet; (vi) the Industrial Lease Agreement in the form of Exhibit 2.4(a)(iv2.9(a)(vi) (the “Lease Agreement”), executed by Seller (the "Non-Competition Agreements")Parent or one of its Affiliates, as lessor; (vvii) lease agreement the Transition Services Agreement in the form of Exhibit 2.4(a)(v2.9(a)(vii) executed by Parent (the “Transition Services Agreement”); (viii) one or more subcontracts in form and substance reasonably satisfactory to Sellers and Buyer covering each of the Seller Contracts that is subject to the provisions of Section 10.6(c), executed by each applicable Seller and, if necessary, one or more of its Affiliates (the each, a “Lease AgreementSubcontract”); (viix) the certificate required by Section 7.1; (x) a certificate of 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 board of directors (or its equivalent) 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 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 representing and warranting stating that such Seller is not a “foreign person” as defined in Section 1445 of the Code; [***] (b) Buyer shall deliver to Sellers: (i) the Closing Payment by wire transfer of immediately available funds to an account specified by Sellers in a writing delivered to Buyer that each of Seller's representations and warranties in this Agreement are accurate in all respects as of at least three (3) business days prior to the Closing Date; (ii) the ▇▇▇▇ of Sale, Assignment and Assumption Agreement 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) assignment of Patents and Trademarks in the form of Exhibit 2.4(a)(vii) executed certificate required by Seller ("Patent Assignment")Section 8.1; (viii) an opinion a certificate of counsel the Secretary of Buyer certifying, as complete and accurate 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 the consummation of the Contemplated Transactions and certifying to Seller in the form incumbency and signatures of Exhibit 2.4(a)(viiithe officers of Buyer executing this Agreement and any other document relating to the Contemplated Transactions; (ix) attached hereto, with qualifications and assumptions which are agreed to the Supply Agreement executed by Buyer; and (ix) all other items required to be delivered hereunder. (b) Buyer will deliver to Seller: (ix) the amount Confirmation of $11,300,000 by wire transfer to an account specified by Seller less such amount to be wired to the Company's bank to pay off secured indebtedness; (ii) promissory note payable to Seller in the principal amount of $750,000.00 in the form 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 Closing executed by the Company; (v) a certificate executed by Buyer to the effect that each of Buyer's representations and warranties in this Agreement was accurate in all respects as of the Closing Date; (vi) the Employment Agreement executed by the Company; (vii) the Lease Agreement executed by the Company; and (viii) all other items required to be delivered hereunder.

Closing Obligations. At the Closing: (a) Seller A. Sellers will deliver to Buyer: (i) certificates Certificates representing the Shares, duly endorsed (or accompanied by duly executed stock powers) ), with signatures guaranteed by a commercial bank or by a member firm of the New York Stock Exchange, for transfer to Buyer; (ii) release Releases in the form of Exhibit 2.4(a)(ii) EXHIBIT E executed by Seller Sellers --------- (collectively, "Seller's ReleaseSellers' Releases"); (iii) employment agreement Employment Agreement in the form of Exhibit 2.4(a)(iii)EXHIBIT F, executed by Seller --------- Black (the "Employment Restrictive Covenant Agreement"); (iv) non-competition agreement Restrictive Covenant Agreements in the form of Exhibit 2.4(a)(iv)EXHIBIT G and --------- EXHIBIT H, executed by Seller Sellers, respectively (collectively, the "Non-Competition Restrictive --------- Covenant Agreements"); (v) lease agreement in the form of Exhibit 2.4(a)(v)Employee Covenants Agreements, executed by Seller (▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇▇, respectively, in the “Lease Agreement);forms of EXHIBITS I through P, respectively; ---------- - and (vi) a A certificate executed by Seller Sellers representing and warranting to Buyer that each of Seller's Sellers' representations and warranties in this Agreement are was accurate in all respects as of the date of this Agreement and is accurate in all respects as of the Closing Date; Date as if made on the Closing Date (vii) assignment of Patents and Trademarks giving full effect to any supplements to the Disclosure Letter that were delivered by Sellers to Buyer prior to the Closing Date in the form of Exhibit 2.4(a)(vii) executed by Seller ("Patent Assignment"accordance with Section 5.5.); (viii) an opinion of counsel to Seller in the form of Exhibit 2.4(a)(viii) attached hereto, with qualifications and assumptions which are agreed to by Buyer; and (ix) all other items required to be delivered hereunder. (b) B. Buyer will deliver to SellerSellers: (i) the amount of $11,300,000 The following amounts by wire transfer to an account accounts specified by Seller less such amount to be wired Black and ▇▇▇▇▇▇▇▇, respectively, which amounts represent the relative ownership (ninety-one percent (91%) versus nine percent (9%)) which the Sellers have with respect to the Company's bank Shares: $4,914,000.00 to pay off secured indebtednessBlack and $486,000.00 to ▇▇▇▇▇▇▇▇ as their respective proportion of the $6,000,000.00; and $257,927.00 to Black and $25,509.00 to ▇▇▇▇▇▇▇▇ as an estimate of their proportion of the Adjustment Amount; (ii) promissory note payable to Seller in The Warrant Agreements and the principal amount of $750,000.00 in the form of Exhibit 2.4(b) (the "Promissory Note")Registration Rights Agreements; (iii) a total The sum 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 600,000.00 to the Closing. The shares of Common Stock will be issued Escrow Agent referred to Seller in Section 2.4.C. 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 agentwire transfer; (iv) Non-Competition Agreement executed by the Company; (v) a A certificate executed by Buyer to the effect that that, except as otherwise stated in such certificate, each of Buyer's representations and warranties in this Agreement was accurate in all respects as of the date of this Agreement and is accurate in all respects as of the Closing Date as if made on the Closing Date; (vi) the Employment Agreement executed by the Company; (vii) the Lease Agreement executed by the Company; and (viiiv) all other items required to be delivered hereunderThe Employment Agreement, executed by Buyer. C. Buyer and Sellers will enter into an escrow agreement having a term of one (1) year in the form of EXHIBIT Q (the "Escrow Agreement") with --------- SunTrust Bank, Atlanta (the "Escrow Agent").

Closing Obligations. At the Closing: (a) Seller Sellers will deliver deliver, or cause to be delivered, as applicable, to Buyer: (i) certificates representing the Parent Shares and Company Shares, duly endorsed (or accompanied by duly executed stock powers) ), for transfer to Buyer; (ii) a release in the form of Exhibit 2.4(a)(ii) executed by each Seller ("Seller's Release"“Sellers’ Releases”); (iii) employment a noncompetition agreement in the form of Exhibit 2.4(a)(iii), executed by Seller each Majority Owner ("Employment Agreement"collectively, the “Noncompetition Agreements”); (iv) non-competition an employment agreement in the form of Exhibit 2.4(a)(iv), executed by Seller Brand (the "Non-Competition Agreements"“Brand Employment Agreement”); (v) lease an advisory services agreement in the form of Exhibit 2.4(a)(v), executed by Seller Couse (the “Lease 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 of Exhibit 2.4(a)(viii), executed by each Seller (the “Consent to Collateral Assignment”); (ix) the resignations, dated as of the Closing Date, of each of the directors and officers of Parent and the Company; (x) evidence (in the form and substance reasonably satisfactory to Buyer) of termination of all agreements regarding voting, transfer, restrictions or Encumbrances on each of the 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; (xi) evidence (in the form and substance reasonably satisfactory to Buyer) that Parent’s and the 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; (xii) 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 representing and warranting to Buyer that each of such Seller's representations and warranties in this Agreement are accurate in all respects as of the Closing Date; (vii) assignment of Patents and Trademarks in the form of Exhibit 2.4(a)(vii) executed by Seller ("Patent Assignment"); (viii) an opinion of counsel to Seller in the form of Exhibit 2.4(a)(viii) attached hereto, with qualifications and assumptions which are agreed to by Buyer; and (ix) all other items required to be delivered hereunder. (b) Buyer will deliver to Seller: (i) the amount of $11,300,000 by wire transfer to an account specified by Seller less such amount to be wired to the Company's bank to pay off secured indebtedness; (ii) promissory note payable to Seller in the principal amount of $750,000.00 in the form 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 to the effect that each of Buyer's ’s representations and warranties in this Agreement was accurate in all respects as of the date of this Agreement and is accurate in all material respects as of the Closing DateDate as if made on the Closing Date and that all covenants and agreements to be performed prior to the Closing by such Seller have been performed. (b) Buyer will deliver: (i) to each Seller, the applicable portion of the 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 account specified in writing to Buyer at least three (3) Business Days prior to the Closing; (ii) to each Seller, a Subordinated Contingent Note in the form of Exhibit 2.4(b)(ii) executed by Buyer, in the principal amount set forth in Section 2.2(b); (iii) to Sellers, the Security Agreement, in the form of Exhibit 2.4(b)(iii), executed by Buyer; (iv) 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 Agreement, executed by the CompanyBuyer; (vii) to Couse, the Lease Agreement Advisory Services Agreement, executed by Buyer; (viii) to Sellers, the CompanyIntercreditor Agreement, executed by Buyer; and (viiiix) to Sellers, a certificate executed by Buyer to the effect that, except as otherwise stated in such certificate, each of Buyer’s representations and warranties in this Agreement was accurate in all other items required 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 that all covenants and agreements to be delivered hereunderperformed prior to Closing by Buyer have been performed.

Closing Obligations. At the Closing: (a) Seller The Members will deliver to Buyer: (i) certificates certificates, if any, representing the SharesTarget Interests to Buyers, duly endorsed (or accompanied which certificates have been marked "CANCELED" by duly executed stock powers) for transfer to Buyerthe appropriate Target; (ii) a release in the form of Exhibit 2.4(a)(ii) 2.2(a)(ii), executed by Seller each of the Members (the "Seller's Release"); (iii) employment a pledge agreement in the form of Exhibit 2.4(a)(iii2.2(a)(iii), executed by Seller each of the Members (the "Employment Pledge Agreement"), along with executed stock powers for the Pledged Shares, with signatures guaranteed by a commercial bank or by a member firm of the New York Stock Exchange; (iv) non-competition agreement written opinion of counsel dated as of the Closing Date in substantially the form of Exhibit 2.4(a)(iv), executed by Seller 2.2(a)(iv) with only such changes therein as shall be in form and substance reasonably satisfactory to Buyers (the "Non-Competition AgreementsOpinion of Members' Counsel"); (v) lease agreement employment agreements, each substantially in the form of Exhibit 2.4(a)(v)2.2(a)(v) to the AIP Merger Agreement, executed by Seller Evans, Hawkins, and ▇▇▇▇▇▇▇, respectively (collectively, the “Lease Agreement"Member Employment Agreements"); (vi) a certificate Buyers' standard employment agreement, executed by Seller representing and warranting each Target employee that Buyer intends to Buyer that each of Seller's representations and warranties in this Agreement are accurate in all respects as of the Closing Dateretain; (vii) assignment the Certificate of Patents and Trademarks in the form of Exhibit 2.4(a)(vii) Merger, duly executed by Seller ("Patent Assignment")Targets, to be filed with the Secretary of State of the State of Oklahoma; (viii) an opinion written consent for this Merger transaction, in form and substance reasonably acceptable to the Buyers, obtained from those parties identified on Schedule 3.5; (ix) The Sellers shall have delivered managing member resolutions, duly adopted in accordance with the OLLCA, and such other instruments as Buyers may deem necessary or desirable, in their sole discretion, to evidence that each Target has terminated, and neither Target shall have any liability whatsoever (including, without limitation, the making of counsel any payment in connection with such termination) with respect to: (A) any Member's employment agreement, or any agreement with either Target regarding outstanding subscriptions, options, warrants, rights, securities (including, without limitation, those convertible or exchangeable into the capital stock or other ownership or equity interests of either Target), contracts, agreements, commitments, understandings or other arrangements (whether oral or written) under which either Target is bound or obligated to Seller issue any additional shares of capital stock or rights to purchase shares of capital stock; (B) all of its Employee Benefits Plans (except Targets' Employee Welfare Benefit Plans, as defined in the form of Exhibit 2.4(a)(viiiSection 3.20(b) attached heretohereof), with qualifications such termination effective prior to the Closing Date, and assumptions all of its Employee Welfare Benefit Plans effective no later than August 1, 2001, along with a form notice to Targets' employees, satisfactory to Buyers, regarding the termination of Targets' Employee Welfare Benefit Plans, which are agreed notice shall be delivered to each Target's employees promptly after Closing; (C) any life insurance policies on the lives of any of the executives and other officers of Targets, together with any agreements to provide any of such policies at the expense of Targets; and (D) any and all leases of employee vehicles and any agreements with employees related to the provision of Targets' vehicles, or for the payment of a periodic vehicle allowance, by BuyerTargets (the "Target Resolutions"); and (ixx) all resolutions of the Members, duly adopted and executed in accordance with the relevant provisions of the OLLCA, approving the Merger and the other items required to be delivered hereunder.transactions contemplated herein, the Agreement, and the Ancillary Documents (the "Member Resolutions"); and (b) Buyer will Buyers shall deliver to Sellerthe Members: (i) certificates representing the amount number of $11,300,000 by wire transfer to an account specified by Seller less such amount ▇▇▇▇▇ & ▇▇▇▇▇ Shares to be wired issued to the Company's bank Members at the Closing pursuant to pay off secured indebtednessSection 1.8(a)(ii) hereof; (ii) promissory note payable to Seller written opinion of counsel dated as of the Closing Date in the principal amount of $750,000.00 in substantially the form of Exhibit 2.4(b2.2(b)(ii) with only such changes therein as shall be in form and substance reasonably satisfactory to Sellers (the "Promissory NoteOpinion of Buyers' Counsel"); (iii) a total of $1,650,000.00 in shares of common stockthe Member Employment Agreements, $.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 executed 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;▇▇▇▇▇ & ▇▇▇▇▇; and (iv) Non-Competition Agreement the Certificate of Merger, duly executed by Merger Sub, to be filed with the Company; (v) a certificate executed by Buyer to the effect that each Secretary of Buyer's representations and warranties in this Agreement was accurate in all respects as State of the Closing Date; (vi) the Employment Agreement executed by the Company; (vii) the Lease Agreement executed by the Company; and (viii) all other items required to be delivered hereunderState of Oklahoma.

Closing Obligations. At In addition to any other documents to be delivered under other provisions of this Agreement, at the Closing: (a) Seller will shall deliver to Buyer: (i) certificates representing a ▇▇▇▇ of sale for all of the Shares, duly endorsed Acquired Assets that are Tangible Personal Property in the form of Exhibit 2.7(a)(i) (or accompanied the “▇▇▇▇ of Sale”) executed by duly executed stock powers) for transfer to BuyerSeller; (ii) release [Reserved]; (iii) an assignment and assumption agreement concerning the 1B Lease in the form of Exhibit 2.4(a)(ii2.7(a)(iii) (collectively, the “1B Lease Assignment”) and such other appropriate document or instrument of transfer, as the case may require, each in form and substance satisfactory to Buyer and its counsel and executed by Seller ("Seller's Release")and ARE relating to the 1B Lease; (iiiiv) employment agreement assignments of all Intellectual Property Assets and separate assignments of all registered Marks, Patents and Copyrights in the form of Exhibit 2.4(a)(iii), 2.7(a)(iv) executed by Seller ("Employment Agreement")Seller; (ivv) non-competition agreement 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; (vi) an Access Agreement in the form of Exhibit 2.4(a)(iv), executed by Seller (the "Non-Competition Agreements"); (v) lease agreement in the form of Exhibit 2.4(a)(v2.7(a)(vi), executed by Seller (the “Lease Access Agreement”); (vi) a certificate executed by Seller representing and warranting to Buyer that each of Seller's representations and warranties in this Agreement are accurate in all respects as of the Closing Date; (vii) assignment of Patents and Trademarks an amendment to the Existing Contract, executed by Seller, in the form of attached hereto as Exhibit 2.4(a)(vii2.7(a)(vii) executed by Seller ("Patent Assignment"the “Existing Contract Amendment”); (viii) an opinion of counsel to Seller Morris, Nichols, Arsht and ▇▇▇▇▇▇▇ (the “▇▇▇▇▇▇, ▇▇▇▇▇▇▇ Opinion”) dated the Closing Date, in the form of Exhibit 2.4(a)(viii2.7(a)(viii), which shall permit Seller to rely on such opinion; (ix) attached heretoa copy of the Board of Directors minutes certified by the corporate Secretary of Seller as to the receipt, consideration and acceptance of a third party fairness opinion and/or valuation with qualifications respect to the Acquired Assets. (x) a certificate executed by Seller as to the accuracy of their representations and assumptions which are agreed warranties as of the date of this Agreement and as of the Closing in accordance with Section 5.1.1 and as to by Buyertheir compliance with and performance of their covenants and obligations to be performed or complied with at or before the Closing in accordance with Section 5.1.2; and (ixxi) a certificate of the Secretary of Seller certifying, as complete and accurate as of the Closing, attached copies of the Governing Documents of Seller, certifying and attaching all requisite resolutions or actions of Seller’s board of directors approving the execution and delivery of this Agreement and the consummation of the Contemplated Transactions and certifying to the incumbency and signatures of the officers of Seller executing this Agreement and any other items required document relating to be delivered hereunderthe Contemplated Transactions. (b) Buyer will shall deliver to Seller, as the case may be: (i) the amount of $11,300,000 Closing Payment by wire transfer to an account specified by Seller less such amount in a writing delivered to be wired to Buyer on the Company's bank to pay off secured indebtednessClosing Date; (ii) promissory note payable to Seller in the principal amount of $750,000.00 in the form of Exhibit 2.4(b) (the "Promissory Note")1B Lease Assignment and 1B Lease Amendment executed by Buyer; (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 Access Agreement executed 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;Existing Contract Amendment. (v) a certificate executed by Buyer as to the effect that each accuracy of Buyer's its representations and warranties in as of the date of this Agreement was accurate in all respects and as of the Closing Date;in accordance with Section 5.2.1 and as to its compliance with and performance of its covenants and obligations to be performed or complied with at or before the Closing in accordance with Section 5.2.2; and (vi) a certificate of the Employment Secretary of Buyer certifying, as complete and accurate as of the Closing, attached copies of the Governing Documents of Buyer and certifying and attaching all requisite resolutions or actions of Buyer’s board of directors (if any) approving the execution and delivery of this Agreement executed by and the Company; (vii) consummation of the Lease Contemplated Transactions and certifying to the incumbency and signatures of the officers of Buyer executing this Agreement executed by and any other document relating to the Company; and (viii) all other items required to be delivered hereunderContemplated Transactions.

Closing Obligations. At the Closing: (a) Seller Sellers will deliver to Buyer: (i) certificates representing the Shares, duly endorsed (or accompanied by duly executed stock powers) ), for transfer to Buyer; (ii) release releases in the form of Exhibit 2.4(a)(ii) executed by Seller Sellers (collectively, "Seller's ReleaseSellers' Releases"); (iii) employment agreement agreements in the form of Exhibit 2.4(a)(iii), executed by Seller Sellers (collectively, "Employment AgreementAgreements"); (iv) non-competition agreement confidentiality and nonsolicitation agreements in the form of Exhibit 2.4(a)(iv), executed by Seller all of the non-shareholder employees of the Company (collectively, the "Non-Competition Nonsolicitation Agreements");; and (v) lease agreement in the form of Exhibit 2.4(a)(v), executed by Seller (the “Lease Agreement); (vi) a certificate executed by Seller Rowe representing and warranting a▇▇ ▇arranting to Buyer that each of Seller's Sellers' representations and warranties in this Agreement are was accurate in all respects as of the date of this Agreement and is accurate in all respects as of the Closing Date; Date as if made on the Closing Date (vii) assignment of Patents and Trademarks giving full effect to any supplements to the Disclosure Letter that were delivered by Sellers to Buyer prior to the Closing Date in the form of Exhibit 2.4(a)(vii) executed by Seller ("Patent Assignment"); (viii) an opinion of counsel to Seller in the form of Exhibit 2.4(a)(viii) attached hereto, accordance with qualifications and assumptions which are agreed to by Buyer; and (ix) all other items required to be delivered hereunderSection 5.5. (b) Buyer will deliver to SellerSellers: (i) the amount of $11,300,000 following amounts by wire transfer to an account specified by Seller less such amount to be wired bank cashier's or certified check payable to the Company's bank order of Rowe, Romagnoli, Cassidy and Monica ▇▇▇▇▇▇▇ively: One Mil▇▇▇▇ ▇ive Hundred Four Thousand, One Hundred Eighty-Six Dollars ($1,504,186) to pay off secured indebtedness;Rowe; Twenty Nine T▇▇▇▇and Three Hundred Two Dollars ($29,302) to Romagnoli, Twenty N▇▇▇ ▇▇▇▇▇and Three Hundred Two Dollars ($29,302) to Cassidy; and Fifty-▇▇▇▇▇ ▇housand Six Hundred Five Dollars ($58,605) to Monica. (ii) promissory note payable to Seller in the principal amount of $750,000.00 in the form 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 to the effect that that, except as otherwise stated in such certificate, each of Buyer's representations and warranties in this Agreement was accurate in all respects as of the date of this Agreement and is accurate in all respects as of the Closing Date as if made on the Closing Date; (viiii) the Employment Agreement Agreements, executed by the Company; (vii) the Lease Agreement executed by the CompanyBuyer; and (viiiiv) all other items required to be delivered hereundera Lease Guaranty in the form as attached hereto as Exhibit 2.4(b)(iv).

Closing Obligations. At In addition to any other documents to be delivered under other provisions of this Agreement, at the Closing: (a) The Seller will shall deliver to Buyer: (i) a ▇▇▇▇ of sale and assignment and assumption agreement in the form of Exhibit 2.7(a)(i) (the “Assignment and Assumption Agreement”) duly executed by the Seller; (ii) certificates representing the Shares, duly endorsed (or accompanied by duly executed stock powers) for transfer to Buyer; (ii) release in the form of Exhibit 2.4(a)(ii) executed by Seller ("Seller's Release"); (iii) employment agreement in the form of Exhibit 2.4(a)(iii), executed by Seller ("Employment Agreement"); (iv) non-competition agreement in the form of Exhibit 2.4(a)(iv), executed by Seller Buyer (the "Non-Competition Agreements"); (v) lease agreement in parties acknowledge and agree that delivery to, or retention of, the form of Exhibit 2.4(a)(v)certificates representing any such Shares by the Agent under the LaSalle Loan Documents or ▇▇▇▇▇ Fargo Bank, executed by Seller (the “Lease Agreement); (vi) a certificate executed by Seller representing and warranting to Buyer that each of Seller's representations and warranties in this Agreement are accurate in all respects as of the Closing Date; (vii) assignment of Patents and Trademarks in the form of Exhibit 2.4(a)(vii) executed by Seller ("Patent Assignment"); (viii) an opinion of counsel to Seller in the form of Exhibit 2.4(a)(viii) attached hereto, with qualifications and assumptions which are agreed to by Buyer; and (ix) all other items required to National Association shall be delivered hereunder. (b) Buyer will deliver to Seller: (i) the amount of $11,300,000 by wire transfer to an account specified by Seller less such amount to be wired deemed delivery to the Company's bank to pay off secured indebtedness; (ii) promissory note payable to Seller in the principal amount Buyer of $750,000.00 in the form of Exhibit 2.4(b) (the "Promissory Note"such certificates for all purposes hereunder); (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 certificate of the closing price for Secretary of Seller certifying and attaching all requisite resolutions or actions of Seller’s board of directors approving the Common Stock on execution and delivery of this Agreement and the American Stock Exchange for consummation of the ten (10) trading days immediately prior Contemplated Transactions and certifying to the Closing. The shares incumbency and signatures 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 each of the Company's instruction letter officers of Seller executing this Agreement and any other document relating to its transfer agentthe Contemplated Transactions; (iv) Non-Competition Agreement a transition services agreement, in the form attached as Exhibit 2.7(a)(iv) (the “TSA”), duly executed by the CompanySeller; (v) a certificate legal opinion from ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ PC in the form attached as Exhibit 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 2.7(a)(vii) (the “License Agreement”), duly executed by IP Sub; (viii) a release, in the form attached hereto as Exhibit 2.7(a)(viii) (the “Release”), duly executed by the Seller, each Retained Subsidiary, each Sub, and each subsidiary of each Sub; and (ix) a stockholders agreement, in the form attached as Exhibit 2.7(a)(ix) (the “Stockholders Agreement”), duly executed by the Seller. (b) Buyer shall deliver the following to the effect 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 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 each the Buyer agrees that until the earlier of Buyer's representations (i) the payment in full of all outstanding obligations under the Seller Note, and warranties (ii) until such purchase is consummated, and notwithstanding any provision to the contrary in this the License Agreement was accurate between EGI and the Affiliate IP (the “AIP Agreement”), the license granted under the AIP Agreement to EGI shall continue in all respects accordance with its terms, other than the obligation for EGI to pay royalties pursuant thereto, which shall cease as of the Closing Date. (ii) the 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 Assignment and Assumption Agreement, duly executed by Buyer; (v) the TSA, duly executed by the Buyer; (vi) the Employment Agreement Stockholders Agreement, duly executed by the CompanyBuyer and Encore Investors II, Inc.; (vii) the Lease Agreement License Agreement, duly executed by the Company; andBuyer; (viii) a guaranty of the Seller Note, in the form set forth in Exhibit 2.7(b)(viii) (the “Guaranty”), duly executed by EGI and each Domestic Sub; (ix) a security agreement with respect to the Seller Note and the License, in the form set forth in Exhibit 2.7(b)(ix) (the “Note Security Agreement”), and all other items required related documentation, in each case duly executed by the Buyer; (x) a security agreement with respect to the 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 Buyer prior to 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 delivered hereunderexecuted 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 Sellers will deliver to Buyer: (i) certificates representing the Shares, duly endorsed (or accompanied by duly executed stock powers) MPW Management Services for transfer to BuyerBuyer Sub; (ii) release in the form of Exhibit 2.4(a)(ii) executed by Seller ("Seller's Release"); (iii) employment agreement in the form of Exhibit 2.4(a)(iii), executed by Seller ("Employment Agreement"); (iv) non-competition agreement in the form of Exhibit 2.4(a)(iv), executed by Seller (the "Non-Competition Agreements"); (v) lease agreement in the form of Exhibit 2.4(a)(v), executed by Seller (the “Lease Agreement); (vi) a certificate executed by Seller representing and warranting to Buyer that the Chief Executive or Chief Financial Officer of each of Seller's representations and warranties in this Agreement are accurate in all respects as of the Closing Date; (vii) assignment of Patents and Trademarks in the form of Exhibit 2.4(a)(vii) executed by Seller ("Patent Assignment"); (viii) an opinion of counsel to Seller in the form of Exhibit 2.4(a)(viii) attached hereto, with qualifications and assumptions which are agreed to by Buyer; and (ix) all other items required to be delivered hereunder. (b) Buyer will deliver to Seller: (i) the amount of $11,300,000 by wire transfer to an account specified by Seller less such amount to be wired to the Company's bank to pay off secured indebtedness; (ii) promissory note payable to Seller in the principal amount of $750,000.00 in the form 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 Sellers to the effect that that, except as otherwise stated in such certificate, each of Buyer's Sellers' representations and warranties in this Agreement was accurate in all respects as of the date of this Agreement and is accurate in all respects as of the Closing Date as if made on the Closing Date; (iii) an opinion of Jone▇, ▇▇y, Reav▇▇ & ▇ogu▇, ▇▇bstantially in the 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) the Employment Agreement executed by the Company;documentary evidence, in a form satisfactory to Buyer, that Sellers have obtained all consents and waivers of third-parties listed on SCHEDULES 3.2(c) to this Agreement; and (vii) the Lease Agreement resignation of each director of the Acquired Companies. (b) Buyer will deliver to Sellers: (i) the Estimated Purchase Price by wire transfer of immediately available funds to an account or accounts specified by Group; (ii) a certificate executed by the CompanyChief Executive or Chief Financial Officer of each of Parent and Buyer Sub to the effect that, except as otherwise stated in such certificate, each of Parent's and Buyer Sub's respective representations and warranties in this Agreement were accurate in all respects as of the date of this Agreement and are accurate in all respects as of the Closing Date as if made on the Closing Date; (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 (viiiiv) all other items fully executed counterparts to the Nashville Lease and, if the required to be delivered hereunderConsents have been obtained, the Rochester Hills License.

Closing Obligations. At the Closing, the Parties shall deliver the following, subject to the satisfaction or waiver by the appropriate Party of the conditions to Closing set out in Section 2.06 below: (a) Seller will CCI shall deliver to Buyer:GBM: ------------------------- (i) The amount of FOUR MILLION U.S. DOLLARS (USD4,000,000), as the Upfront Payment pursuant to Section 2.04(a), by wire transfer of immediately available funds to BAC FLORIDA BANK, Miami, Florida, ABA Number ▇▇▇▇▇▇▇▇▇. with immediate advice to ▇▇. ▇▇▇▇ ▇. Laguna, EVP and Comptroller, before 5:OO PM, Eastern Standard Time, on December 19, 1999, for the benefit of GBM, account number ▇▇▇▇▇▇▇▇. (ii) Four (4) Promissory Notes, duly executed by PURCHASER, as set forth in Section 2.04(b), above, which Promissory Notes shall be delivered to GBM in New York City, New York, at such place and to such Person or Persons as GBM shall indicate in writing to CCI. (iii) The Pledge Agreement, duly executed by CCI and GBnet, covering all of the Pledged Shares, pursuant to Section 2.04(b). (iv) Stock certificates representing the Pledged Shares, issued in CCI's and GBnet's names, as applicable, representing the totality of the Pledged Shares, duly endorsed (or accompanied to GBM by duly executed stock powers) for transfer to Buyer; (ii) release in the form of Exhibit 2.4(a)(ii) executed by Seller ("Seller's Release"); (iii) employment agreement in the form of Exhibit 2.4(a)(iii), executed by Seller ("Employment Agreement"); (iv) non-competition agreement in the form of Exhibit 2.4(a)(iv), executed by Seller (the "Non-Competition Agreements");CCI and GBnet. (v) lease agreement Certificate of GBnet's corporate secretary, duly executed, certifying that the pledge of all of the Pledged Shares to GBM has been duly authorized and will be properly annotated in the form share records of Exhibit 2.4(a)(v), executed by Seller (GBnet and each of the “Lease Agreement);GBnet Subsidiaries. (vi) a The Commercialization Agreement duly executed by CCI. (vii) The Network Services Agreement, duly executed by CCI. (viii) The Equipment Purchase Agreement, duly executed by CCI. (ix) A certificate of good standing for CCI. (x) A certificate executed by Seller CCI representing and warranting to Buyer GBM that each of Seller's the representations and warranties of the PURCHASER in this Agreement are were accurate in all respects as of the date of this Agreement and are accurate in all material respects as of the Closing Date as if made on the Closing Date;. (viixi) assignment A corporate resolution of Patents CCI evidencing its corporate power, authority and Trademarks in right to enter into the form of Exhibit 2.4(a)(vii) executed by Seller ("Patent Assignment");Contemplated Transactions and to execute the Transaction Documents, and that all necessary actions to duly execute and deliver this Agreement, such other agreements and Transaction Documents have been duly taken. (viiixii) an opinion A Legal Opinion from ▇▇▇▇▇▇▇, ▇▇▇▇▇ & ▇▇▇▇▇▇▇, Nevada Counsel to CCI, as to corporate existence, organization and good standing of counsel to Seller in the form of Exhibit 2.4(a)(viii) attached hereto, with qualifications and assumptions which are agreed to by Buyer; andCCI. (ixxiii) all A Legal opinion from Akerman, Senterfitt & ▇▇▇▇▇▇, P.A., Florida Counsel to CCI, as to due execution, validity and enforceability of the Agreement and each of the Ancillary Agreements by CCI. (xiv) Such other items required instruments or documents as may be reasonably necessary or appropriate to be delivered hereundercarry out the Contemplated Transactions. (b) Buyer will GBM shall deliver to Seller:CCI: ------------------------- (i) Certificates representing the amount of $11,300,000 by wire transfer to an account specified by Seller less such amount to be wired GBnet Shares, duly endorsed to the Company's bank PURCHASER, and the certificates of the Subsidiaries' Stock either issued to pay off secured indebtedness;GBnet or endorsed to it, free and clear of all liens and encumbrances, other than those Liens that will be arising from the Transaction Documents. (ii) promissory note payable GBnet Secretary Certificate, dated as of the Closing Date, evidencing that the GBnet Shares are the only outstanding shares of GBnet as of the Closing Date, and that the share records of GBnet have been properly annotated so as to Seller in evidence the principal amount transfer of $750,000.00 in ownership of the form of Exhibit 2.4(b) (the "Promissory Note");GBnet Shares from GBM to CCI. (iii) a total Secretary Certificate of $1,650,000.00 in each of the GBnet Subsidiaries, dated as of the Closing Date, evidencing that the shares of common stock, $.01 par value ("Common Stock") of Buyer calculated based on the average stock of the closing price for respective GBnet Subsidiary forming part of the Common Subsidiaries' Stock on are the American Stock Exchange for the ten (10) trading days immediately prior to the Closing. The only outstanding 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 such GBnet Subsidiary as of the Company's instruction letter to its transfer agent;Closing Date. (iv) Non-Competition The Pledge Agreement duly executed by the Company;GBM. (v) a The Commercialization Agreement duly executed by GBM. (vi) The Network Services Agreement, duly executed by GBM. (vii) The Equipment Purchase Agreement, duly executed by GBM. (viii) A certificate of good standing for GBM. (ix) A certificate of good standing for GBnet. (x) A certificate executed by Buyer GBM representing and warranting to PURCHASER that the effect that each of Buyer's representations and warranties of GBM in this Agreement was were accurate in all respects as of the date of this Agreement and are accurate in all material respects as of the Closing Date as if made on the Closing Date;. (vixi) A corporate resolution of GBM evidencing its corporate power, authority and right to enter into the Employment Agreement executed by Contemplated Transactions and to execute the Company;Transaction Documents, and that all necessary actions to duly execute and deliver this Agreement, such other agreements and Transaction Documents have been duly taken. (viixii) The resignations of each of the Lease Agreement executed by Persons who, immediately prior to Closing, are directors and officers of GBnet, and directors of the Company; andGBnet Subsidiaries, which resignations shall become effective upon Closing. (viiixiii) all A Legal Opinion from McW ▇▇▇▇▇▇ & Co., BVI Counsel to GBM, as to corporate existence, organization and good standing of GBM and GBnet. (xiv) A Legal Opinion from Steel ▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, Florida Counsel to GBM as to due execution, validity and enforceability of this Agreement and the Pledge Agreement by GBM. (xv) Such other items required instruments or documents as may be reasonably necessary or appropriate to be delivered hereundercarry out the Contemplated Transactions.

Closing Obligations. At the Closing: (a) Seller will deliver or cause to be delivered to Buyer: (i) certificates representing the Shares▇▇▇▇ of Sale and such other bills of sale, duly endorsed endorsements, consents, assignments and other good and sufficient instruments of conveyance and assignment (or accompanied collectively, the "Conveyance Documents") as shall be reasonably required by duly executed stock powers) for transfer the Buyer and its counsel and as shall be effective to Buyervest in the Buyer good and marketable title in and to all the 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 Inmate Assets; (ii) release in the form of Exhibit 2.4(a)(ii) Management Agreement, the NonCompetition Agreement and the Transition Agreement, all executed by Seller ("Seller's Release"); (iii) employment agreement in the form of Exhibit 2.4(a)(iii), executed by Seller ("Employment Agreement"); (iv) non-competition agreement in the form of Exhibit 2.4(a)(iv), executed by Seller (the "Non-Competition Agreements"); (v) lease agreement in the form of Exhibit 2.4(a)(v), executed by Seller (the “Lease Agreement); (vi) a certificate executed by Seller representing and warranting to Buyer that each of Seller's representations and warranties in this Agreement are was accurate in all material respects as of the date of this Agreement and is accurate in all material respects as of the Closing DateDate 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"); (viiiv) assignment opinions of Patents and Trademarks counsel, dated the Closing Date, in the form of Exhibit 2.4(a)(vii) executed by Seller ("Patent Assignment"2.4(a)(iv); (viii) an opinion of counsel to Seller in the form of Exhibit 2.4(a)(viii) attached hereto, with qualifications and assumptions which are agreed to by Buyer; and (ixv) all such other items 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 representations and warranties, (3) evidencing the performance by Seller of, or the compliance by Seller with, any covenant or obligation required to be delivered hereunderperformed 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 Seller:the Seller (or to such other Persons designated below): (i) the amount Closing Consideration and appropriate agreements evidencing the assumption of $11,300,000 by wire transfer to an account specified by Seller less such amount to be wired to the Company's bank to pay off secured indebtednessAssumed Liabilities as contemplated in Section 2.5(b) below; (ii) promissory note payable to Seller in the principal amount of $750,000.00 in Management Agreement, the form of Exhibit 2.4(b) (NonCompetition Agreement and the "Promissory Note")Transition Agreement, all executed by Buyer; (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 effect Seller 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 DateDate 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"); (viiv) opinions of counsel, dated the Employment Agreement executed by Closing Date, in the Company; (vii) the Lease Agreement executed by the Companyform of Exhibit 2.4(b)(iv); and (viiiv) all such other items documents as Seller may reasonably request for the purpose of (1) enabling its counsel to provide the 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 delivered hereunderperformed 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 will shall deliver to Buyer: (i) certificates representing a ▇▇▇▇ of sale for all of the Shares, duly endorsed Assets that are Tangible Personal Property in the form of Exhibit 2.6(a)(i) (or accompanied the “▇▇▇▇ of Sale”) executed by duly executed stock powers) for transfer to BuyerSeller; (ii) release an assignment of all of the Assets in the form of Exhibit 2.4(a)(ii2.6(a)(ii), which assignment shall also contain Buyer’s undertaking and assumption of the Assumed Liabilities (the “Assignment and Assumption Agreement”) executed by Seller ("Seller's Release"); (iii) employment 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, 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; (vi) a transition services agreement in the form of Exhibit 2.4(a)(iii), executed by Seller ("Employment Agreement"); (iv) non-competition agreement in the form of Exhibit 2.4(a)(iv), executed by Seller (the "Non-Competition Agreements"); (v) lease agreement in the form of Exhibit 2.4(a)(v2.6(a)(vi), executed by Seller (the “Lease Transition Services Agreement”); (vivii) an escrow agreement in the form of Exhibit 2.6(a)(vii), executed by Seller and the escrow agent (the “Escrow Agreement”); (viii) a certificate executed by Seller representing and warranting as to Buyer that each the accuracy of Seller's their representations and warranties in as of the date of this Agreement are accurate in all respects and as of the Closing Date; (vii) assignment in accordance with Section 7.1 and as to their Table of Patents Contents compliance with and Trademarks performance of their covenants and obligations to be performed or complied with at or before the Closing in the form of Exhibit 2.4(a)(vii) executed by Seller ("Patent Assignment"); (viii) an opinion of counsel to Seller in the form of Exhibit 2.4(a)(viii) attached hereto, accordance with qualifications and assumptions which are agreed to by BuyerSection 7.2; and (ix) all other items required a copy of the opinion letter addressed to be delivered hereunderSeller from Wood, Herron & ▇▇▇▇▇. (b) Buyer will shall deliver to Seller: (i) the amount of $11,300,000 specified in Section 2.3(b) by wire transfer to an account specified by Seller less such amount in a writing delivered to be wired Buyer at least three (3) business days prior to the Company's bank to pay off secured indebtednessClosing Date; (ii) promissory note payable the Escrow Agreement, executed by Buyer and the escrow agent, together with the delivery of One Million dollars ($1,000,000) to Seller in the principal amount of $750,000.00 in escrow agent thereunder, by wire transfer to an account specified by the form of Exhibit 2.4(b) (the "Promissory Note")escrow agent; (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 Assignment and Assumption Agreement executed 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 the Real Property Lease Assignments executed by the CompanyBuyer; (v) the Transition Services Agreement executed by Buyer; and (vi) a certificate executed by Buyer as to the effect that each accuracy of Buyer's its representations and warranties in as of the date of this Agreement was accurate in all respects and as of the Closing Date; (vi) the Employment Agreement executed by the Company; (vii) the Lease Agreement executed by the Company; and (viii) all other items required in accordance with Section 8.1 and as to its compliance with and performance of its covenants and obligations to be delivered hereunderperformed or complied with at or before the Closing in accordance with Section 8.2.

Closing Obligations. At the Closing: (a) Seller will Sellers, Ray, ▇▇▇ ▇▇▇, Mich▇▇▇, ▇▇d Bruc▇ ▇▇▇l deliver to Buyer: (i) certificates representing the Shares, duly endorsed (or accompanied by duly executed stock powers) for transfer to Buyer; (ii) release releases in the form of Exhibit 2.4(a)(ii) executed by Seller Sellers, Ray, ▇▇▇ ▇▇▇, Mich▇▇▇, ▇▇d Bruc▇ (▇▇llectively, "Seller's ReleaseSellers Releases"); (iii) employment a consulting agreement in the form of Exhibit 2.4(a)(iii) (the "Consulting 11 Agreement"), executed by Seller ("Employment Agreement")Ray; (iv) non-competition a lease agreement in the form of Exhibit 2.4(a)(iv), executed by Seller 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 AgreementsLeases"); (v) lease agreement in the form of Exhibit 2.4(a)(v), executed by Seller (the “Lease Agreement); (vi) a certificate executed by Seller representing Sellers, Ray, ▇▇▇ ▇▇▇, Mich▇▇▇, ▇▇d Bruc▇ ▇▇▇resenting and warranting to Buyer that each of Seller's the representations and warranties in of Sellers, Ray, ▇▇▇ ▇▇▇, Mich▇▇▇, and Bruc▇ ▇▇ this Agreement are (as supplemented pursuant to Section 5.5) was accurate in all respects as of the date of this Agreement and is accurate in all respects as of the Closing Date; Date as if made on the Closing Date (vii) assignment of Patents giving full effect to any supplements to the Disclosure Schedule that were delivered by Sellers to Buyer prior to the Closing Date in accordance with Section 5.5 and Trademarks in the form of Exhibit 2.4(a)(vii) executed transactions contemplated by Seller ("Patent Assignment"Section 5.2 hereof); (viii) an opinion of counsel to Seller in the form of Exhibit 2.4(a)(viii) attached hereto, with qualifications and assumptions which are agreed to by Buyer; and (ix) all other items required to be delivered hereunder. (b) Buyer will deliver to SellerSellers, Ray, ▇▇▇ ▇▇▇, Mich▇▇▇, ▇▇d Bruc▇: (i) the amount of $11,300,000 31,500,000 by wire transfer to an account specified by Seller less such amount to be wired to the Company's bank to pay off secured indebtednessSellers; (ii) a convertible promissory note subordinated to the Senior Indebtedness payable to Seller Sellers in the principal amount of $750,000.00 10,000,000.00 in the form of Exhibit 2.4(b) (the "Promissory Note"2.4(b)(ii), executed by Buyer; (iii) a total registration rights agreement in the form of $1,650,000.00 in shares of common stockExhibit 2.4(b)(iv), $.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 executed 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 a warrant agreement in the form of Exhibit 2.4(b)(v), executed by the CompanyBuyer; (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 to the effect that each of Buyer's representations and warranties in this Agreement was accurate in all respects as of the date of this Agreement and is accurate in all respects as of the Closing Date as if made on the Closing Date;. (vic) The parties mutally agree to encourage Lloy▇ ▇▇▇▇▇ ▇▇ execute and deliver an employment agreement in the Employment Agreement executed by the Company; (vii) the Lease Agreement executed by the Company; and (viii) all other items required to be delivered hereunderform of Exhibit 2.4(c).

Closing Obligations. At the ClosingAT THE CLOSING: (a) Seller Sellers will deliver or cause to be delivered to Buyer: (i) certificates representing the Shares, duly endorsed (or accompanied by duly executed stock powers) ), for transfer to Buyer in form and substance satisfactory to Buyer; (ii) a release in the form of Exhibit 2.4(a)(ii) attached hereto executed by Seller each of Sellers (the "Seller's ReleaseSELLERS' AND COMPANY MUTUAL RELEASE"); (iii) employment agreement retention and noncompetition agreements in the form of Exhibit 2.4(a)(iii)) attached hereto, executed by Seller each of the employees of the Company identified on Schedule I attached hereto (collectively, the "Employment AgreementRETENTION AND NONCOMPETITION AGREEMENTS"); (iv) non-competition a proprietary information and inventions agreement in the form of Exhibit 2.4(a)(iv)) attached hereto, executed by Seller ▇▇▇▇▇ ▇▇▇▇▇▇ (the "Non-Competition AgreementsPROPRIETARY INFORMATION AND INVENTIONS AGREEMENT")) and a copy of the Pelorus Software Agreement executed by ▇▇▇▇ ▇▇▇▇▇▇▇ and the Company; (v) lease agreement 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 2.2, against delivery by the individuals identified on Exhibit 2.2(Exh A) thereto of a Share Restriction Agreement in the form of Exhibit 2.4(a)(v), executed 2.2(Exh D) attached thereto for each such individual and evidence regarding satisfaction by Seller (the “Lease Agreement)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)(vi), executed by TERA Properties, LLC and the Company; (vii) 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 Disclosure Letter executed by Sellers; (xi) 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 Sellers representing and warranting to Buyer that each of Seller's Sellers' representations and warranties in this Agreement are was accurate in all 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 Company; (xv) a 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 the 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)(xix) attached hereto; (xx) an executed copy of the opinion 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 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; (xxiv) copies of the Company's Organizational Documents, 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; a complete list of the officers and directors of the Company, certified by a Secretary or 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 Board of Directors of the Company authorizing the execution and delivery of the Agreement and the consummation 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; (vii) assignment of Patents and Trademarks in the form of Exhibit 2.4(a)(vii) executed by Seller ("Patent Assignment"); (viiixxv) an opinion updated list of counsel to Seller employees of the Company setting forth the information requested in the form of Exhibit 2.4(a)(viii) attached hereto, with qualifications and assumptions which are agreed to by BuyerSection 3.20; and (ixxxvi) all such other items required to be delivered hereundercertificates, agreements and other documents as are listed in the schedule of closing documents. (b) Buyer will deliver to SellerSellers or caused to be delivered at the direction of Sellers: (i) following the amount 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 to Sellers pro rata in accordance with their ownership of the Shares of 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 (5) days prior to the Closing Date; (ii) the sum of $11,300,000 15,000,000 (the "MASTER 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 Seller less such amount to be wired to the Company's bank to pay off secured indebtednessMaster 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) promissory note payable the Buyer Common Share Price. The cash payment shall be made by wire transfer of immediately available funds to Seller the Company and then paid by the Company to the individuals and in the principal amount 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 $750,000.00 the individuals identified on Exhibit 2.2(Exh A) of a Share Restriction Agreement in the form of Exhibit 2.4(b2.2(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 (the "Promissory Note"); (iii5) 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 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 Common Stock will 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 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;unreasonably withheld. (iv) Non-Competition Agreement executed 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 CompanyCompany 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 effect Sellers that each of Buyer's representations and warranties in this Agreement was accurate in all respects as of the date of this Agreement and is accurate in all respects as of the Closing Date as if made on the 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; (vi) the Employment Agreement a certificate executed by the CompanyBuyer certifying that Buyer has satisfied all conditions set forth in Section 8 of this Agreement; (vii) the Lease Agreement a cross-receipt executed by Buyer, in a form reasonably satisfactory to Buyer and Sellers; (viii) a Purchase Price flow of funds statement executed by Buyer, in a form reasonably satisfactory to Buyer and Sellers; (ix) an opinion of the CompanyGeneral Counsel of Buyer, dated as of the Closing Date, in the form of Exhibit 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 (viiixi) all other items required the Sellers' and Company Mutual Release, the Retention and Noncompetition Agreements, and the Proprietary Information and Inventions Agreement, each executed by Buyer and/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 Master Escrow Agent. (e) In the event that the Estimated Purchase Price is less than $175,625,000 then Buyer shall reduce the amount to be delivered hereunderto Sellers pursuant to Section 2.4(b)(i) by the 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, 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 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 will deliver to BuyerBuyers shall receive: (i) certificates representing the Shares, duly endorsed (or accompanied by duly executed stock powers) for transfer to Buyer;Intentionally omitted. (ii) release in a certified copy by the form Secretary of Exhibit 2.4(a)(ii) executed by Seller ("Seller's Release")the 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 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) employment agreement in an opinion of Minter Ellison, dated the Closing Date, Australian counsel to P▇▇▇▇▇▇, ▇▇ ▇▇▇ form of Exhibit 2.5(a)(iii)-A and an opinion of Basham, Ringe y Correa, S.C., dated the Closing Date, Mexican c▇▇▇▇▇▇ to Parent▇, ▇▇ the form of Exhibit 2.4(a)(iii), executed by Seller ("Employment Agreement")2.5(a)(iii)-B; (iv) non-competition agreement in the form of Exhibit 2.4(a)(iv), certificates executed by Mexico SRL, each Parent, each Seller (and Barbados as to the "Non-Competition Agreements"); (v) lease agreement in accuracy of the form of Exhibit 2.4(a)(v), executed by Seller (the “Lease Agreement); (vi) a certificate executed by Seller representing and warranting to Buyer that each of Seller's representations and warranties as provided in this Agreement are accurate Section 8.1(a) and as to compliance with the covenants as provided in all respects as of the Closing Date; (vii) assignment of Patents and Trademarks in the form of Exhibit 2.4(a)(vii) executed by Seller ("Patent Assignment"Section 8.2(a); (viii) an opinion of counsel to Seller in the form of Exhibit 2.4(a)(viii) attached hereto, with qualifications and assumptions which are agreed to by Buyer; and (ix) all other items required to be delivered hereunder. (b) Buyer will deliver to Seller: (i) the amount of $11,300,000 by wire transfer to an account specified by Seller less such amount to be wired to the Company's bank to pay off secured indebtedness; (ii) promissory note payable to Seller in the principal amount of $750,000.00 in the form 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 Cinemex as to the effect that each accuracy of Buyer's the 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 respects as of the Closing Date8.2(b); (vi) certificates of the Employment Agreement executed by Secretary of the Company;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 attorney letter (proxy letter) from Barbados relating to the Lease Retained Interests in the form of Exhibit 2.5(a)(vii). (b) Buyers (or their designees) will: (i) pay to Sellers an aggregate amount equal to (x) the product of (A) the Hoyts Percentage and (B) the Closing Cash Notional Payment, minus (y) the Loan Amount; (ii) deliver to Sellers and Barbados a copy of the Loan Agreement executed by Mexico SRL; (iii) deliver to Sellers and Barbados a certificate executed by each Buyer as to the Companyaccuracy of the representations and warranties as provided in Section 9.1 and as to performance of the covenants as provided in Section 9.2; and (viiiiv) all deliver to Sellers and Barbados, in the case of MAV, a certificate of the Secretary (or other items required Person) of MAV as to be delivered hereunderthe 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 In addition to any other documents to be delivered under other provisions of this Agreement, at the Closing: (a) Seller will and Shareholder, as the case may be, shall deliver to Buyer, together with funds sufficient to pay all Taxes necessary for the transfer, filing or recording thereof: (i) certificates representing a b▇▇▇ of sale for all of the Shares, duly endorsed Assets that are Tangible Personal Property in the form of Exhibit 2.7(a)(i) (or accompanied the “B▇▇▇ of Sale”) executed by duly executed stock powers) for transfer to BuyerSeller; (ii) release an assignment of all of the Assets that are intangible personal property in the form of Exhibit 2.4(a)(ii2.7 (a) (ii), which assignment shall also contain Buyer’s undertaking and assumption of the Assumed Liabilities (the “Assignment and Assumption Agreement”) executed by Seller ("Seller's Release"); (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, assignments, certificates of title, documents and other instruments of transfer and conveyance as may reasonably be requested by Buyer, each in form and substance satisfactory to Buyer and its legal counsel and executed by Seller; (v) an employment agreement in the form of Exhibit 2.4(a)(iii2.7 (a) (v), executed by Seller ("Employment Agreement"); (iv) non-competition agreement in the form of Exhibit 2.4(a)(iv), executed by Seller (the "Non-Competition Agreements"); (v) lease agreement in the form of Exhibit 2.4(a)(v), executed by Seller Shareholder (the “Lease 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 representing and warranting the Shareholder as to Buyer that each the accuracy of Seller's their representations and warranties in as of the date of this Agreement are accurate in all respects and as of the Closing 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 the Secretary of Seller certifying, as complete and accurate as of the Closing, attached copies of the Governing Documents of Seller, certifying and attaching all requisite resolutions or actions of Seller’s board of directors and shareholders approving the execution and delivery of this Agreement and the consummation of the Contemplated Transactions and the change of name contemplated by Section 5.9 and certifying to the incumbency and signatures of the officers of Seller executing this Agreement and any other document relating to the Contemplated Transactions and accompanied by the requisite documents for amending the relevant Governing Documents of Seller required to effect such change of name in form sufficient for filing with the appropriate Governmental Body. (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; (vii) assignment of Patents and Trademarks in the form of Exhibit 2.4(a)(vii) executed by Seller ("Patent Assignment"); (viii) an opinion of counsel to Seller in the form of Exhibit 2.4(a)(viii) attached hereto, with qualifications and assumptions which are agreed to by Buyer; and (ix) all other items required to be delivered hereunder. (b) Buyer will deliver to Seller: (iii) the amount of $11,300,000 by wire transfer to an account specified by Seller less such amount to be wired to the Company's bank to pay off secured indebtedness; (ii) promissory note payable to Seller in the principal amount of $750,000.00 in the form of Exhibit 2.4(b) (the "Promissory Note")Warrant; (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 Assignment and Assumption Agreement executed 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 the Employment Agreement executed by the CompanyBuyer; (v) a certificate executed by Buyer as to the effect that each accuracy of Buyer's its representations and warranties in as of the date of this Agreement was accurate in all respects and as of the Closing Datein accordance with Section 8.1 and as to its compliance with and performance of its covenants and obligations to be performed or complied with at or before the Closing in accordance with Section 8.2; (vi) a certificate of the Employment Secretary of Buyer certifying, as complete and accurate as of the Closing, attached copies of the Governing Documents of Buyer and certifying and attaching all requisite resolutions or actions of Buyer’s board of directors approving the execution and delivery of this Agreement executed by and the Company;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 Lease Agreement Registration Rights Agreement, in the form attached as Exhibit 2.3(a)(iii), executed by the Company; and (viii) all other items required to be delivered hereunderBuyer.

Closing Obligations. (a) At the Closing: (a) , Seller will shall deliver to Buyer: (i) Purchasers certificates representing the Shares, duly endorsed (or accompanied by duly executed stock powers). (b) At the Closing, Purchasers shall deliver (i) to Seller the sum of Two Hundred Sixteen Million Dollars ($216,000,000), and, if applicable, 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 transfer official quotation of the CPU Shares on the Australian Stock Exchange ("ASX") by delivering an ASX Listing Rule Appendix 3B to Buyer;the ASX with a copy to Seller, and, subject to Section 2.5(a) and Section 2.5(b), (ii) deliver 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 a party. (e) Purchasers shall, and shall cause the Companies to, execute and deliver the Ancillary Agreements to which Purchasers and/or either Company is proposed to be a party. (f) At the Closing, Seller shall deliver to Purchasers: (i) a true and correct copy of the Certificate of Incorporation of each Company, certified by the Secretary of State of the State of Delaware or the OCC, as applicable. (ii) release a true and correct copy of the Bylaws of each Company, together with all amendments thereto, in the form of Exhibit 2.4(a)(ii) executed by Seller ("Seller's Release"); (iii) employment agreement in the form of Exhibit 2.4(a)(iii), executed by Seller ("Employment Agreement"); (iv) non-competition agreement in the form of Exhibit 2.4(a)(iv), executed by Seller (the "Non-Competition Agreements"); (v) lease agreement in the form of Exhibit 2.4(a)(v), executed by Seller (the “Lease Agreement); (vi) a certificate executed by Seller representing and warranting to Buyer that each of Seller's representations and warranties in this Agreement are accurate in all respects effect as of the Closing Date; (vii) assignment , certified by an officer of Patents and Trademarks in the form of Exhibit 2.4(a)(vii) executed by Seller ("Patent Assignment"); (viii) an opinion of counsel to Seller in the form of Exhibit 2.4(a)(viii) attached hereto, with qualifications and assumptions which are agreed to by Buyer; and (ix) all other items required to be delivered hereunderSeller. (b) Buyer will deliver to Seller: (i) the amount of $11,300,000 by wire transfer to an account specified by Seller less such amount to be wired to the Company's bank to pay off secured indebtedness; (ii) promissory note payable to Seller in the principal amount of $750,000.00 in the form of Exhibit 2.4(b) (the "Promissory Note"); (iii) a total certificate of $1,650,000.00 in shares good standing for each Company from its jurisdiction of common stock, $.01 par value ("Common Stock") of Buyer calculated based on the average incorporation and each of the closing price for the Common Stock on the American Stock Exchange for the ten states in which it is qualified to do business, dated no more than seven (107) 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;Closing Date. (iv) Non-Competition Agreement letters of resignation executed by each of the Company;officers and directors of the Companies who are employees of Seller and those identified by CPU a reasonable time prior to the Closing Date, or proof of their termination or removal. (v) a certificate executed by Buyer to all original stock books, registers and records for the effect that each of Buyer's representations and warranties in this Agreement was accurate in all respects as of Companies, including the Closing Date; (vi) the Employment Agreement executed by the Company; (vii) the Lease Agreement executed by the Company; and (viii) all other items required to be delivered hereundercorporate seal, if any.

Closing Obligations. At In addition to any other documents to be delivered under other provisions of this Agreement, at the Closing: (a) Seller will shall deliver to BuyerPurchaser: (i) certificates representing a ▇▇▇▇ of sale executed by Seller for all of the Shares, duly endorsed Purchased Assets that are personal property in substantially the same form as Exhibit 2.5(a)(i) (or accompanied by duly executed stock powers) for transfer to Buyerthe "▇▇▇▇ of Sale"); (ii) release in a trademark assignment for each of the form of Exhibit 2.4(a)(ii) executed by Seller ("Seller's ReleaseTrademarks in substantially the same form as Exhibit 2.5(a)(ii) (the "Trademark Assignment"); (iii) employment agreement a patent assignment for each of the Seller's Patents in substantially the same form of as Exhibit 2.4(a)(iii), executed by Seller ("Employment Agreement"); (iv2.5(a)(iii) non-competition agreement in the form of Exhibit 2.4(a)(iv), executed by Seller (the "Non-Competition Agreements"); (v) lease agreement in the form of Exhibit 2.4(a)(v), executed by Seller (the “Lease Agreement); (vi) a certificate executed by Seller representing and warranting to Buyer that each of Seller's representations and warranties in this Agreement are accurate in all respects as of the Closing Date; (vii) assignment of Patents and Trademarks in the form of Exhibit 2.4(a)(vii) executed by Seller ("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, assignments, certificates of title, 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 assignment of any Intellectual Property rights that may have arisen in any independent contractors of the Seller by virtue of work performed by such contractors; (viii) an opinion a certificate executed on behalf of counsel Seller as to Seller the accuracy of its representations and warranties as of the date of this Agreement and as of the Closing in accordance with Section 7.1 and as to its compliance with and performance of its covenants and obligations to be performed or complied with at or before the form of Exhibit 2.4(a)(viii) attached hereto, Closing in accordance with qualifications and assumptions which are agreed to by BuyerSection 7.2; and (ix) all other items required to be delivered hereunderan Escrow Agreement in substantially the same form as Exhibit 2.5(a)(ix) hereto (the "EscrowAgreement"). (b) Buyer will Purchaser shall deliver to Seller: (i) the amount portion of $11,300,000 by wire transfer to an account specified by Seller less such amount to be wired to the Company's bank to pay off secured indebtednessPurchase Price described in Section 3.1; (ii) promissory note payable to Seller in Assignment and Assumption Agreement for the principal amount of $750,000.00 in the form of Exhibit 2.4(b) (the "Promissory Note")Assumed Liabilities executed by Purchaser; (iii) a total certificate executed by Purchaser as to the accuracy of $1,650,000.00 in shares of common stock, $.01 par value ("Common Stock") of Buyer calculated based on the average its representations and warranties as 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 date 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 this Agreement and as of the Company's instruction letter Closing in accordance with Section 8.1 and as to its transfer agent;compliance with and performance of its covenants and obligations to be performed or complied with at or before the Closing in accordance with Section 8.2; and. (iv) Non-Competition Agreement executed by the Company; (v) a certificate executed by Buyer to the effect that each of Buyer's representations and warranties in this Agreement was accurate in all respects as of the Closing Date; (vi) the Employment Agreement executed by the Company; (vii) the Lease Agreement executed by the Company; and (viii) all other items required to be delivered hereunderEscrow Agreement.

Closing Obligations. At In addition to any other documents to be delivered under other provisions of this Agreement, at the Closing: (a) Seller will Sellers shall deliver to Buyer: (i) certificates representing a b▇▇▇ of sale, assignment and assumption agreement with respect to the Sharesassignment 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, duly endorsed (or accompanied Assignment and Assumption Agreement”) executed by duly executed stock powers) for transfer to BuyerSellers; (ii) release a Supply Agreement in the form of Exhibit 2.4(a)(ii2.9(a)(ii) executed by Seller Parent ("Seller's Release"the “Supply Agreement”); (iii) employment agreement assignments of all Registered Intellectual Property that is part of the Assets in the form of Exhibit 2.4(a)(iii), 2.9(a)(iii) executed by Seller ("Employment Agreement")the applicable Seller; (iv) non-competition agreement such other bills of sale, assignments, documents (including the estimates of transfer tax obligations of Buyer based on the Allocation Schedule) and other instruments of transfer and conveyance of the Assets as may reasonably be requested by Buyer, each in form and substance reasonably satisfactory to Buyer and its legal counsel and executed by the applicable Seller; (v) the Estimated Closing Balance Sheet; (vi) the Industrial Lease Agreement in the form of Exhibit 2.4(a)(iv2.9(a)(vi) (the “Lease Agreement”), executed by Seller (the "Non-Competition Agreements")Parent or one of its Affiliates, as lessor; (vvii) lease agreement the Transition Services Agreement in the form of Exhibit 2.4(a)(v2.9(a)(vii) executed by Parent (the “Transition Services Agreement”); (viii) one or more subcontracts in form and substance reasonably satisfactory to Sellers and Buyer covering each of the Seller Contracts that is subject to the provisions of Section 10.6(c), executed by each applicable Seller and, if necessary, one or more of its Affiliates (the each, a “Lease AgreementSubcontract”); (viix) the certificate required by Section 7.1; (x) a certificate of 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 board of directors (or its equivalent) 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 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 representing 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 warranting substance reasonably acceptable to Buyer that each and signed by Varco I/P, Inc. and Parent, together with evidence of Seller's representations 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 warranties 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 this Agreement are accurate the docket related to the Varco Lawsuit; and (xvii) the Assignment and Sublicense (Varco) in all respects as the form of Exhibit 2.9(a)(xvii) (the “Assignment and Sublicense (Varco)”), executed by Parent. (b) Buyer shall deliver to Sellers: (i) the 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 Closing Date; (ii) the B▇▇▇ of Sale, Assignment and Assumption Agreement 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) assignment of Patents and Trademarks in the form of Exhibit 2.4(a)(vii) executed certificate required by Seller ("Patent Assignment")Section 8.1; (viii) an opinion a certificate of counsel the Secretary of Buyer certifying, as complete and accurate 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 the consummation of the Contemplated Transactions and certifying to Seller in the form incumbency and signatures of Exhibit 2.4(a)(viiithe officers of Buyer executing this Agreement and any other document relating to the Contemplated Transactions; (ix) attached hereto, with qualifications and assumptions which are agreed to the Supply Agreement executed by Buyer; and (ix) all other items required to be delivered hereunder. (b) Buyer will deliver to Seller: (ix) the amount Confirmation of $11,300,000 by wire transfer to an account specified by Seller less such amount to be wired to the Company's bank to pay off secured indebtedness; (ii) promissory note payable to Seller in the principal amount of $750,000.00 in the form 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 Closing executed by the Company; (v) a certificate executed by Buyer to the effect that each of Buyer's representations and warranties in this Agreement was accurate in all respects as of the Closing Date; (vi) the Employment Agreement executed by the Company; (vii) the Lease Agreement executed by the Company; and (viii) all other items required to be delivered hereunder.

Closing Obligations. At the Closing: (a) Seller Sellers will deliver to Buyer: (i) certificates representing the Shares, duly endorsed (or accompanied by duly executed stock powers) for transfer to Buyer; (ii) release releases in the form of Exhibit 2.4(a)(ii) executed by Seller Sellers (collectively, "Seller's ReleaseSellers' Releases"); (iii) employment agreement agreements in the form of Exhibit 2.4(a)(iii), executed by Seller W▇▇▇▇▇▇▇▇▇▇ and B▇▇▇▇▇▇▇▇ (collectively, "Employment AgreementAgreements");; and (iv) non-competition agreement in the form of Exhibit 2.4(a)(iv), executed by Seller (the "Non-Competition Agreements"); (v) lease agreement in the form of Exhibit 2.4(a)(v), executed by Seller (the “Lease Agreement); (vi) a certificate executed by Seller Sellers representing and warranting to Buyer that each of Seller's Sellers' representations and warranties in this Agreement are was accurate in all respects as of the Closing Date; (vii) assignment date of Patents and Trademarks in the form of Exhibit 2.4(a)(vii) executed by Seller ("Patent Assignment"); (viii) an opinion of counsel to Seller in the form of Exhibit 2.4(a)(viii) attached hereto, with qualifications and assumptions which are agreed to by Buyer; this Agreement and (ix) all other items required to be delivered hereunder. (b) Buyer will deliver to SellerSellers: (i) the amount of $11,300,000 following amounts by wire transfer to an account accounts specified by Seller less such amount B▇▇▇▇▇▇▇▇ and W▇▇▇▇▇▇▇▇▇▇ Co., respectively: $1,125,000.00 to be wired B▇▇▇▇▇▇▇▇, and $3,375,000.00 to the Company's bank to pay off secured indebtednessW▇▇▇▇▇▇▇▇▇▇ Co.; (ii) promissory note notes payable to Seller W▇▇▇▇▇▇▇▇▇▇ Co. and B▇▇▇▇▇▇▇▇ in the respective principal amount amounts of $750,000.00 262,500.00 and $87,500.00 in the form of Exhibit 2.4(b) (the "Promissory NoteNotes"); (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 to the effect that each of Buyer's representations and warranties in this Agreement was accurate in all respects as of the date of this Agreement; (v) the Employment Agreements the terms of which have been negotiated by W▇▇▇▇▇▇▇▇▇▇, B▇▇▇▇▇▇▇▇ and Buyer, and executed by Buyer; and (vi) a total of $1,650,000.00 1,000,000.00 in shares of common stock, $.01 par value ("Common Stock") of Buyer calculated based on the average of the closing 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 shall be allocated to W▇▇▇▇▇▇▇▇▇▇ 75% of the Shares and 25% to B▇▇▇▇▇▇▇▇ and will be issued to Seller said Sellers by the Buyer's transfer agent within two weeks following the Closing. At Closing, Seller W▇▇▇▇▇▇▇▇▇▇ and B▇▇▇▇▇▇▇▇ will be provided copies of the Company's instruction letter to its transfer agent;, Continental Stock Transfer and Trust Company. (ivc) Non-Competition Agreement executed 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 sole discretion, provided, however, W▇▇▇▇▇▇▇▇▇▇'▇ and B▇▇▇▇▇▇▇▇' employment with the Company;Company will be in accordance with their respective Employment Agreements in Section 2.4(a)(iii) hereof. (vd) The Company Employees shall be provided medical insurance, access to a certificate executed by Buyer to the effect 401(k) plan and other benefits that each of Buyer's representations employees in other subsidiaries maintain upon the Closing. Service with the Company prior to Closing for Company Employees shall be counted, considered and warranties aggregated with service to Buyer for purposes of eligibility and vesting under such plans. (e) Buyer hereby recognizes that the 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 this Agreement was accurate in all respects accordance with applicable Plan provisions; (ii) the Company shall be permitted to make any disclosed employer contributions into the Qualified Profit Sharing Plan on account of the plan year ended March 31, 2005; and (iii) the trustees of the Qualified Profit Sharing Plan and its related trust, as of its termination date, shall remain the Closing Date; (vi) trustees until the Employment Agreement executed by completion of, and remain responsible for the Company; (vii) carrying out of, the Lease Agreement executed by the Company; and (viii) all other items required to be delivered hereundertermination and liquidation steps contemplated under this Section 2.4(e).

Closing Obligations. At the Closing: (a) Seller Sellers will deliver to Buyer: (i) certificates representing the Shares, duly endorsed (or accompanied by duly executed stock powers) for transfer to Buyer; (ii) release employment agreements in the a form of Exhibit 2.4(a)(ii) satisfactory to Buyer, in Buyer's sole discretion, acting reasonably, executed by Seller Ivan ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇au▇ ▇▇▇▇▇, ▇▇lc▇▇▇ ▇▇▇▇▇▇, ▇▇vi▇ ▇▇▇▇▇, ▇▇an ▇▇▇▇▇▇▇▇, ▇▇vi▇ ▇▇▇, ▇▇nd▇ ▇▇▇▇, ▇▇ex ▇▇▇▇▇▇▇▇▇▇▇, ▇▇rk ▇▇▇▇▇▇ ▇▇▇ Cliv▇ ▇▇▇▇▇▇▇ (▇▇llectively, "Seller's ReleaseEmployment Agreements"); (iii) employment agreement in the form of Exhibit 2.4(a)(iii), executed by Seller ("Employment Agreement"); (iv) non-competition agreement in the form of Exhibit 2.4(a)(iv), executed by Seller (the "Non-Competition Agreements"); (v) lease agreement in the form of Exhibit 2.4(a)(v), executed by Seller (the “Lease Agreement); (vi) a certificate executed by Seller each of the Sellers severally, representing and warranting to Buyer that each of that Seller's representations and warranties in this Agreement are was accurate in all respects as of the date of this Agreement and is accurate in all respects as of the Closing Date; Date as if made on the Closing Date (vii) assignment of Patents and Trademarks giving full effect to any supplements to the Disclosure Letter that were delivered by Sellers to Buyer prior to the Closing Date in the form of Exhibit 2.4(a)(vii) executed by Seller ("Patent Assignment"accordance with Section 6.5); (viiiiv) an opinion of counsel [Intentionally Omitted] (v) such other documents as may be required pursuant to Seller in the form of Exhibit 2.4(a)(viii) attached hereto, with qualifications and assumptions which are agreed to by BuyerSection 8 below; and (ix) all other items required to be delivered hereunder. (b) Subject to Sellers' performing all their obligations including, in accordance with Paragraph 3.4(a) above, Buyer will deliver to SellerSellers: (i) the amount of $11,300,000 by wire transfer to an account specified by Seller less such amount to be wired to the Company's bank to pay off secured indebtedness;[Intentionally Omitted] (ii) promissory note a bank cashier's or certified check payable to Seller the order of each of the Sellers, respectively, in the principal amount of $750,000.00 in the form cash portion of Exhibit 2.4(b) (the "Promissory Note")Purchase Price; (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 to the effect that that, except as otherwise stated in such certificate, each of Buyer's representations and warranties in this Agreement was accurate in all respects as of the date of this Agreement and is accurate in all respects as of the Closing Date as if made on the Closing Date;; and (viiv) the Employment Agreement Agreements, executed by the Company; (vii) the Lease Agreement executed by the Company; and (viii) all other items required to be delivered hereunder.

Closing Obligations. At In addition to any other documents to be delivered under other provisions of this Agreement, at the Closing: (a) Seller will shall deliver to BuyerPurchaser: (i) certificates representing a ▇▇▇▇ of sale executed by Seller for all of the Shares, duly endorsed Purchased Assets that are personal property in substantially the same form as Exhibit 2.5(a)(i) (or accompanied by duly executed stock powers) for transfer to Buyerthe "▇▇▇▇ of Sale"); (ii) release in a trademark assignment for each of the form of Exhibit 2.4(a)(ii) executed by Seller ("Seller's ReleaseTrademarks in substantially the same form as Exhibit 2.5(a)(ii) (the "Trademark Assignment"); (iii) employment agreement a patent assignment for each of the Seller's Patents in substantially the same form of as Exhibit 2.4(a)(iii), executed by Seller ("Employment Agreement"); (iv2.5(a)(iii) non-competition agreement in the form of Exhibit 2.4(a)(iv), executed by Seller (the "Non-Competition Agreements"); (v) lease agreement in the form of Exhibit 2.4(a)(v), executed by Seller (the “Lease Agreement); (vi) a certificate executed by Seller representing and warranting to Buyer that each of Seller's representations and warranties in this Agreement are accurate in all respects as of the Closing Date; (vii) assignment of Patents and Trademarks in the form of Exhibit 2.4(a)(vii) executed by Seller ("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, assignments, certificates of title, 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 assignment of any Intellectual Property rights that may have arisen in any independent contractors of the Seller by virtue of work performed by such contractors; (viii) an opinion a certificate executed on behalf of counsel Seller as to Seller the accuracy of its representations and warranties as of the date of this Agreement and as of the Closing in accordance with Section 7.1 and as to its compliance with and performance of its covenants and obligations to be performed or complied with at or before the form of Exhibit 2.4(a)(viii) attached hereto, Closing in accordance with qualifications and assumptions which are agreed to by BuyerSection 7.2; and (ix) all other items required to be delivered hereunderan Escrow Agreement in substantially the same form as Exhibit 2.5(a)(ix) hereto (the "Escrow Agreement"). (b) Buyer will Purchaser shall deliver to Seller: (i) the amount portion of $11,300,000 by wire transfer to an account specified by Seller less such amount to be wired to the Company's bank to pay off secured indebtednessPurchase Price described in Section 3.1; (ii) promissory note payable to Seller in Assignment and Assumption Agreement for the principal amount of $750,000.00 in the form of Exhibit 2.4(b) (the "Promissory Note")Assumed Liabilities executed by Purchaser; (iii) a total certificate executed by Purchaser as to the accuracy of $1,650,000.00 in shares of common stock, $.01 par value ("Common Stock") of Buyer calculated based on the average its representations and warranties as 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 date 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 this Agreement and as of the Company's instruction letter Closing in accordance with Section 8.1 and as to its transfer agent;compliance with and performance of its covenants and obligations to be performed or complied with at or before the Closing in accordance with Section 8.2; and. (iv) Non-Competition Agreement executed by the Company; (v) a certificate executed by Buyer to the effect that each of Buyer's representations and warranties in this Agreement was accurate in all respects as of the Closing Date; (vi) the Employment Agreement executed by the Company; (vii) the Lease Agreement executed by the Company; and (viii) all other items required to be delivered hereunderEscrow 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 will Seller, Shareholder and Anchor, as the case may be, shall deliver to BuyerIIS: (i) certificates representing a ▇▇▇▇ of sale for the SharesPurchased Assets that are tangible personal property in the form of Schedule 2.9(a)(i) (the "▇▇▇▇ of Sale"), duly endorsed (or accompanied executed by duly executed stock powers) for transfer to BuyerSeller; (ii) release an assignment of all of the Purchased Assets that are intangible personal property in the form of Exhibit 2.4(a)(iiSchedule 2.9(a)(ii) (the "Assignment of Contract Rights"), executed by Seller ("Seller's Release"); (iii) employment agreement assignments of all telephone numbers, assignments of all copyrights and a separate assignment of all marks, trade secrets and net names both in the form set forth on Schedule 2.9(a)(iii) (the "Assignment of Exhibit 2.4(a)(iiiCopyrights" and the "Assignment of Marks, Trade Secrets and Net Names"), executed by Seller ("Employment Agreement")Seller; (iv) non-competition agreement in valid and binding assignment of Transferred Customer contracts to IIS and consent to such transfer from the form of Exhibit 2.4(a)(iv)top twenty (20) Transferred Customers, executed ranked by Seller invoiced amounts during 2001 (the "Non-Competition AgreementsTop Twenty Customers"); (v) lease agreement in valid and binding assignment of those Reseller Contracts to IIS and consent to such transfer from the form of Exhibit 2.4(a)(v), executed by Seller (the “Lease Agreement)counterparties to those Reseller; (vi) a certificate executed by Seller representing true and warranting to Buyer that each of Seller's representations and warranties in this Agreement are accurate in all respects as correct copy of the Closing DateSale Order issued by the Court, satisfactory to IIS in form and substance, authorizing the sale of the Purchased Assets to IIS in accordance with the terms hereof, together with any other necessary or desirable approvals or authorizations of the Court or any creditors or other parties pursuant to the Chapter 128 Creditors' Action; (vii) assignment a list of Patents Eligible Anchor Receivables and Trademarks such other deeds, bills of sale, assignments, certificates of title, documents and other instruments of transfer and conveyance as may reasonably be requested by IIS, each in the form of Exhibit 2.4(a)(vii) and substance reasonably satisfactory to IIS and its legal counsel and executed by Seller ("Patent Assignment")Seller; (viii) an opinion of counsel to Seller in the form of Exhibit 2.4(a)(viii) attached hereto, with qualifications and assumptions which are agreed to by Buyer; and (ix) all other items required to be delivered hereunder. (b) Buyer will deliver to Seller: (i) the amount of $11,300,000 by wire transfer to an account specified by Seller less such amount to be wired to the Company's bank to pay off secured indebtedness; (ii) promissory note payable to Seller in the principal amount of $750,000.00 in the form 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 to the effect that each of Buyer's representations and warranties in this Agreement was accurate in all respects as of the Closing Date; (vi) the Employment Agreement executed by the Company; (vii) the Lease Agreement executed by the Company; and (viii) all other items required to be delivered hereunder.

Closing Obligations. At In addition to any other documents to be delivered under other provisions of this Agreement, at the Closing: (a) Seller will shall deliver to Buyer, together with funds sufficient to pay all Taxes necessary for the transfer, filing or recording thereof: (i) certificates representing evidence satisfactory to Buyer of the Sharestransfer of Membership Interests, duly endorsed (or accompanied by duly executed stock powers) for transfer to Buyerincluding an assignment of Membership Interests, free and clear of Encumbrances; (ii) release in the form of Exhibit 2.4(a)(ii) a certificate executed by Seller as to the accuracy of its representations and warranties as of the date of this Agreement and as of the Closing in accordance with Section 7.1 and as to its compliance with and performance of its covenants and obligations to be performed or complied with at or before the Closing in accordance with Section 7.2 ("Seller's Release"the “Seller Closing Certificate”); (iii) employment a certificate of the Secretary of Seller certifying, as complete and accurate as of the Closing, attached copies of the Governing Documents of Seller, certifying and attaching all requisite resolutions or actions of Seller’s sole member approving the execution and delivery of this Agreement and the consummation of the Contemplated Transactions and certifying to the incumbency and signatures of the officers of Seller executing this Agreement and any other 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 2.4(a)(iii2.5(a)(vii)(the “Supply Agreement”), executed by Seller ("Employment Agreement"); (iv) non-competition agreement in the form of Exhibit 2.4(a)(iv)BEF Foods, executed by Seller (the "Non-Competition Agreements"); (v) lease agreement in the form of Exhibit 2.4(a)(v), executed by Seller (the “Lease Agreement); (vi) a certificate executed by Seller representing and warranting to Buyer that each of Seller's representations and warranties in this Agreement are accurate in all respects as of the Closing Date; (vii) assignment of Patents and Trademarks in the form of Exhibit 2.4(a)(vii) executed by Seller ("Patent Assignment")Inc.; (viii) an opinion a assignment and assumption agreement of counsel to Seller 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 Exhibit 2.4(a)(viiithe dissolution of SWH Too, LLC; (xi) attached heretoresignations of directors, with qualifications officers, and assumptions which are agreed managers of SWH and the Acquired Subsidiaries pursuant to by BuyerSection 5.7; and (ix1) all other items the Pay-Off Letters required by Sections 1.1 (Flow of Funds Memorandum) and 2.7(b), executed by the Persons to be 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 hereunderto 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 Seller: (i) the amount of $11,300,000 Closing Cash Payment by wire transfer to an account specified by Seller less such amount in a writing delivered to be wired to the Company's bank to pay off secured indebtednessBuyer; (ii) promissory note payable to Seller in the principal amount of $750,000.00 Note, substantially in the form of attached hereto as Exhibit 2.4(b) (the "Promissory Note"2.5(c)(ii), executed by Buyer; (iii) a total of $1,650,000.00 guaranty agreement (the “Guaranty Agreement”), substantially in shares of common stockthe form attached hereto as Exhibit 2.5(c)(iii), $.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 executed 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 agentSWH; (iv) Non-Competition Agreement a certificate executed by Buyer as to the Companyaccuracy of its representations and warranties as of the date of this Agreement and as of the Closing in accordance with Section 8.1 and as to its compliance with and performance of its covenants and obligations to be performed or complied with at or before the Closing in accordance with Section 8.2 (the “Buyer Closing Certificate”); (v) a certificate executed by of the Secretary of Buyer to the effect that each of Buyer's representations certifying, as complete and warranties in this Agreement was accurate in all respects as of the Closing DateClosing, 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 (the “Buyer Secretary Certificate”); (vi) the Employment Transition Services Agreement executed by the CompanySWH; (vii) the Lease Supply Agreement executed by SWH; (viii) the CompanySubordination Agreement executed by SWH; and (viiiix) all other items required to be delivered hereunderthe 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 will shall deliver to Buyer: (i) certificates representing a bill of sale for all of the Shares, duly endorsed Assets that are Tangible Personal Property ▇▇ the form of Exhibit 2.6(a)(i) (or accompanied the "Bill of Sale") executed by duly executed stock powers) for transfer to BuyerSeller; (ii) release an assignment ▇▇ all of the Assets that are intangible personal property in the form of Exhibit 2.4(a)(ii2.6(a)(ii), (the "Assignment Agreement") executed by Seller 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, assignments, certificates of title, documents and other instruments of transfer and conveyance as may reasonably be requested by Buyer, each in form and substance satisfactory to Buyer and its legal counsel and executed by Seller; (v) non-competition, non-solicitation and non-disclosure agreements in the form of Exhibit 2.6(a)(v), executed by each Key Employee (the "Seller's ReleaseNoncompetition Agreements"); (iiivi) employment a lock-up agreement in the form of Exhibit 2.4(a)(iii), 2.6(a)(vi) (the "Lock-Up Agreement") executed by Seller ("Employment Agreement")Seller; (ivvii) non-competition a registration rights agreement in the form of Exhibit 2.4(a)(iv), 2.6(a)(vii) (the "Registration Rights Agreement") executed by Seller; and (viii) a certificate executed by Seller 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 6.1 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 6.2. (b) Buyer shall deliver to 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 "NonClosing Date; (ii) a share certificate representing the Shares; (iii) the Lock-Competition Agreements")Up Agreement executed by Buyer; (iv) the Registration Rights Agreement executed by Buyer; (v) lease agreement in the form of Exhibit 2.4(a)(v), Noncompetition Agreements executed by Seller (the “Lease Agreement)Buyer; (vi) a certificate executed by Seller representing and warranting Buyer as to Buyer that each the accuracy of Seller's its representations and warranties in as of the date of this Agreement are accurate in all respects and as of the Closing Date; (vii) assignment in accordance with Section 7.1 and as to its compliance with and performance of Patents its covenants and Trademarks obligations to be performed or complied with at or before the Closing in the form of Exhibit 2.4(a)(vii) executed by Seller ("Patent Assignment"); (viii) an opinion of counsel to Seller in the form of Exhibit 2.4(a)(viii) attached hereto, accordance with qualifications and assumptions which are agreed to by BuyerSection 7.2; and (ix) all other items required to be delivered hereunder. (b) Buyer will deliver to Seller: (i) the amount of $11,300,000 by wire transfer to an account specified by Seller less such amount to be wired to the Company's bank to pay off secured indebtedness; (ii) promissory note payable to Seller in the principal amount of $750,000.00 in the form 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 to the effect that each of Buyer's representations and warranties in this Agreement was accurate in all respects as of the Closing Date; (vi) the Employment Agreement executed by the Company; (vii) the Lease Agreement executed by the Company; and (viii) all other items required to be delivered hereunder.

Closing Obligations. At the Closing: (a) Seller Sellers will deliver deliver, or cause to be delivered, to Buyer: (i) certificates 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 the National Association of Securities Dealers, Inc., for transfer to Buyer; (ii) release the employment agreement in substantially the form of Exhibit 2.4(a)(ii) executed hereto with ▇▇▇▇▇ ▇▇▇▇▇▇▇, an individual residing at, ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, NV 89014, and currently the Company’s Chief Operating Officer (“DG”) ( “Employment Agreement”), executed, by Seller ("Seller's Release")DG; (iii) employment the consulting agreement in substantially the form of Exhibit 2.4(a)(iii)) hereto with D& L Partnership, executed by Seller a Nevada General Partnership, the only partners of which are DF and LF ("Employment the “Consulting Agreement"”); (iv) non-competition agreement agreements in the form of Exhibit Exhibits 2.4(a)(iv) (DF) (LF), and (D&L) hereto, executed by Seller each of the Sellers (collectively, the "“Non-Competition competition Agreements"”); (v) lease agreement an opinion of ▇▇▇▇ Doechung ▇▇▇, as counsel to Sellers and the Company, addressed to the Buyer in substantially the form of Exhibit 2.4(a)(v), executed by Seller 2.4 (the “Lease Agreement)v) hereto; (vi) a certificate executed by Seller Sellers and the Company representing and warranting to Buyer that each of Seller's representations Sellers’ and warranties in this Agreement are accurate in all respects as of the Closing Date; (vii) assignment of Patents and Trademarks in the form of Exhibit 2.4(a)(vii) executed by Seller ("Patent Assignment"); (viii) an opinion of counsel to Seller in the form of Exhibit 2.4(a)(viii) attached hereto, with qualifications and assumptions which are agreed to by Buyer; and (ix) all other items required to be delivered hereunder. (b) Buyer will deliver to Seller: (i) the amount of $11,300,000 by wire transfer to an account specified by Seller less such amount to be wired to the Company's bank to pay off secured indebtedness; (ii) promissory note payable to Seller in the principal amount of $750,000.00 in the form 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 to the effect that each of Buyer's ’s representations and warranties in this Agreement was accurate in all respects as of the date of this Agreement and is accurate in all respects as of the Closing Date; Date as if made on the Closing Date (vi) giving full effect to any supplements to the Employment Agreement executed Disclosure Letter that were delivered by Sellers to Buyer prior to the Company; (vii) the Lease Agreement executed by the CompanyClosing Date in accordance with Section 5.5); and (viii) all other items required to be delivered hereunder.

Closing Obligations. At the Closing: (a) Seller Boynton will deliver to Buyer: (i) certificates representing all of the Sharesissued and outstanding shares of capital stock of Selene, duly endorsed (or accompanied by duly executed stock powers) ), for transfer to Buyer; (ii) release releases in the form of Exhibit 2.4(a)(ii) executed by Seller Boynton (collectively, "Seller's ReleaseBoynton Releases"); (iii) employment agreement a certificate executed by Boynton in the form of Exhibit 2.4(a)(iii), executed by Seller ("Employment Agreement"); (iv) non-competition agreement in the form of Exhibit 2.4(a)(iv), executed by Seller (the "Non-Competition Agreements"); (v) lease agreement in the form of Exhibit 2.4(a)(v), executed by Seller (the “Lease Agreement); (vi) a certificate executed by Seller representing and warranting to Buyer that each of Seller's representations and warranties in this Agreement are accurate in all respects as of the Closing Date; (vii) assignment of Patents and Trademarks in the form of Exhibit 2.4(a)(vii) executed by Seller ("Patent Assignment"); (viii) an opinion of counsel to Seller in the form of Exhibit 2.4(a)(viii) attached hereto, with qualifications and assumptions which are agreed to by Buyer; and (ix) all other items required to be delivered hereunder. (b) Buyer will deliver to Seller: (i) the amount of $11,300,000 by wire transfer to an account specified by Seller less such amount to be wired to the Company's bank to pay off secured indebtedness; (ii) promissory note payable to Seller in the principal amount of $750,000.00 in the form 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 to the effect that each of BuyerBoynton's representations and warranties in this Agreement was accurate in all respects as of the date of this Agreement and is accurate in all respects as of the Closing DateDate 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 ("Seller's Disclosure Letter"); (iv) [omitted]; (v) a non-compete agreement in the form of Exhibit 2.4(a)(v); and (vi) a recent certificate of good standing of Selene, certified resolutions of the Employment Agreement Board of Directors of Selene with respect to the Contemplated Transactions in form reasonably satisfactory to counsel to Buyer, and resignations by all directors and officers of Selene and an instrument which elects designees of Buyer as the successor directors and officers of Selene. (b) Bie will deliver to Buyer: (i) certificates representing all of the issued and outstanding shares of capital stock of JBE, duly endorsed, or accompanied by duly executed by the Companystock powers; (viiii) releases in the Lease Agreement executed by the Company; and (viii) all other items required to be delivered hereunder.form of Exhibit 2.4(b)

Closing Obligations. At the Closing: (a) SELLER. Seller will shall execute, as appropriate, and deliver (or cause to be executed and delivered) to Buyer: (i) certificates Certificates representing all of the KLI Shares, duly endorsed (in blank, or accompanied by duly executed stock powers) , in proper form for transfer to Buyertransfer; (ii) release Certificates representing all of the JSL Shares, duly endorsed in the blank, or accompanied by duly executed stock powers, in proper form of Exhibit 2.4(a)(ii) executed by Seller ("Seller's Release"); (iii) employment agreement in the form of Exhibit 2.4(a)(iii), executed by Seller ("Employment Agreement")for transfer; (iv) non-competition agreement a copy, certified by an officer of Seller, of minutes evidencing the corporate action referred to in the form of Exhibit 2.4(a)(ivSection 6.02(d), executed by Seller (the "Non-Competition Agreements");; ---------------- (v) lease agreement in Certificates of Existence from the form Secretary of Exhibit 2.4(a)(v), executed by Seller (the “Lease Agreement); (vi) a certificate executed by Seller representing and warranting to Buyer that State of Tennessee for each of Seller's representations KLI and warranties in this Agreement are accurate in all respects as of the Closing Date; JSL dated no more than fifteen (vii15) assignment of Patents and Trademarks in the form of Exhibit 2.4(a)(vii) executed by Seller ("Patent Assignment"); (viii) an opinion of counsel to Seller in the form of Exhibit 2.4(a)(viii) attached hereto, with qualifications and assumptions which are agreed to by Buyer; and (ix) all other items required to be delivered hereunder. (b) Buyer will deliver to Seller: (i) the amount of $11,300,000 by wire transfer to an account specified by Seller less such amount to be wired to the Company's bank to pay off secured indebtedness; (ii) promissory note payable to Seller in the principal amount of $750,000.00 in the form 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 to the effect that each of Buyer's representations and warranties in this Agreement was accurate in all respects as of before the Closing Date; (vi) the Employment Agreement executed by the Company;certificate of officers of Seller referred to in Section ------- 6.02(e); ------- (vii) any consents or waivers described in Section 6.02(f), to the Lease --------------- extent not previously received by Buyer; (viii) 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 Non-Disturbance, Attornment and Estoppel Agreement on terms reasonably satisfactory to Buyer and executed by Cooper Commercial Prop▇▇▇▇▇▇ IX, LLC and Seller; (xi) Resignations of those officers and directors of each of the CompanyCompanies as requested by Buyer; and (viiixii) all such other items required documents necessary to be delivered hereundereffectuate the transactions contemplated by this Agreement.

Closing Obligations. At In addition to any other documents to be delivered under other provisions of this Agreement, at the Closing: (a) Seller will shall deliver to Buyer: (i) certificates representing the Shares, duly endorsed (or accompanied Bill of Sale executed by duly executed stock powers) for transfer to Buyer▇▇▇▇▇▇; (ii) release 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 2.4(a)(ii) F executed by Seller ("Seller's Release"); (iii) employment agreement in the form of Exhibit 2.4(a)(iii), executed by Seller ("Employment Agreement"); (iv) non-competition agreement in the form such other deeds, bills of Exhibit 2.4(a)(ivsale, 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 form and substance satisfactory to Buyer and its legal counsel and executed by Seller (the "Non-Competition Agreements")Seller; (v) lease agreement in the form of Exhibit 2.4(a)(v), executed by Seller (the “Lease Agreement); (vi) a certificate executed by Seller representing and warranting to Buyer that each of Seller's representations and warranties in this Agreement are accurate in all respects as of the Closing Date; (vii) assignment of Patents and Trademarks in the form of Exhibit 2.4(a)(vii) executed by Seller ("Patent Assignment"); (viii) an opinion of counsel to Seller in the form of Exhibit 2.4(a)(viii) attached hereto, with qualifications and assumptions which are agreed to by Buyer; and (ix) all other items required to be delivered hereunder. (b) Buyer will deliver to Seller: (i) the amount of $11,300,000 by wire transfer to an account specified by Seller less such amount to be wired to the Company's bank to pay off secured indebtedness; (ii) promissory note payable to Seller in the principal amount of $750,000.00 in the form 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 Employment Agreements executed by the Company; (v) a certificate executed by Buyer to the effect that each of Buyer's representations and warranties in this Agreement was accurate in all respects as of the Closing Dateappropriate employees; (vi) the Employment Escrow Agreement executed by the CompanySeller; (vii) the Lease Agreement executed by ; (viii) payoff letters and releases of all Encumbrances (other than Permitted Encumbrances) on all of the CompanyAssets, 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 as to the accuracy of its representations and warranties as of the date of this Agreement and as of the Closing in accordance with Section 5.1 and as to its compliance with and performance of its covenants and obligations to be performed or complied with at or before the Closing in accordance with Section 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 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 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 shall deliver to Seller: (i) Dollars ($ ), as adjusted pursuant to Section 2.9(b) by the Estimated Adjustment Amount, by wire transfer to an account specified by Seller; (ii) the Escrow Agreement executed by ▇▇▇▇▇ and the Escrow Agent, together with the delivery of the Escrow Amount to the Escrow Agent, by wire 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 ▇▇▇▇▇ as to the accuracy of its representations and warranties as of the date of this Agreement and as of the Closing in accordance with Section 6.1 and as to its compliance with and performance of its covenants and obligations to be performed or complied with at or before the Closing in accordance with Section 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 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) all other items required a certificate dated as of a date not earlier than the fifth business day prior to be delivered hereunderthe Closing as to the good standing of Buyer issued by the appropriate officials of the State of .

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 will must deliver or cause to Buyerbe delivered to the Purchaser: (i) original share certificates representing in respect of the Shares, duly endorsed (or accompanied by duly executed stock powers) for transfer to BuyerSale Shares issued in the name of the Seller; (ii) release originals of the instruments of transfer in respect of the form of Exhibit 2.4(a)(ii) Sale Shares duly executed by the Seller ("Seller's Release")in favour of the Purchaser; (iii) employment agreement in copies of the form letters informing the registered agent of Exhibit 2.4(a)(iii)each of the Target Companies of the change of directors, executed by Seller shareholders, secretaries, administrator and contact person who maintains and controls the records and underlying documentation ("Employment Agreement"if applicable); (iv) non-competition agreement in a draft copy of the form register of Exhibit 2.4(a)(iv)members of each of the Target Companies, executed by Seller (reflecting the "Non-Competition Agreements")Sale Shares registered under the name of the Purchaser; (v) lease agreement certificate 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 form British Virgin Islands and Samoa showing details of Exhibit 2.4(a)(vthe directors, shareholders, secretaries, share capital, charges (and other particulars as the Seller and the Purchaser may agree prior to the issue thereof) of such companies (as the case may be), executed by Seller (the “Lease Agreement)in each case dated not earlier than 3 Business Days prior to Closing; (vi) a certificate executed by Seller representing and warranting to Buyer that in respect of each of Seller's representations and warranties in this Agreement are accurate in all respects as the Taiwan Companies, (a) a copy of their corporate registration record published on the website of the Closing DateMinistry of Economic Affairs, and (b) a confirmation signed by a director of the relevant company stating that the relevant company (1) is duly existing under the laws of Taiwan, (2) is not in the process of 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) assignment in respect of Patents Kerry Speedy, Hong Kong Companies Particulars Report and Trademarks 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 the form of Exhibit 2.4(a)(vii) executed by Seller ("Patent Assignment")each case dated not earlier than 3 Business Days prior to Closing; (viii) an opinion (a) in respect of counsel 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 Seller 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 Exhibit 2.4(a)(viiieach member of the Target Group and its associated companies (where applicable) attached heretowho 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 qualifications the provisions of the memorandum and assumptions which are agreed 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 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 Buyerthe Purchaser; (e) the change of authorized signatory for the purpose of giving instructions to the registered agent of each of the Target Companies; and (ixf) all 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 items than the Target Companies) and its associated companies (where applicable) duly certified as true copy or extract by a director of the respective companies, approving (where appropriate): (a) the resignation of existing directors, supervisors and secretary of each of the companies as required to be delivered hereunder.by the Purchaser; (b) Buyer will deliver the appointment of such persons nominated by the Purchaser as directors, supervisors and secretary of each of the companies with effect from Closing; (c) all existing mandates for the operation of the bank accounts (if any) and e-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 Seller:those persons nominated by the Purchaser; (d) the change of authorized signatory for the purpose of giving instructions to the registered agent of each of the companies (if applicable); and (e) 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) the amount of $11,300,000 by wire transfer to an account specified by Seller less such amount to be wired pay to the Company's Seller the Initial Consideration by telegraphic transfer in immediately available funds for same day value into the following bank to pay off secured indebtedness;account: Bank name: Standard Chartered Bank (Hong Kong) Limited Swift code: ▇▇▇▇▇▇▇▇▇▇▇ Name of account holder: ▇▇▇▇▇ Logistics Network Limited Account number: 003-447-0-777624-7 (HK$) 003-447-1-118406-5 (USD) (ii) promissory note payable deliver to Seller the Seller:- (a) originals of the instruments of transfer in respect of the principal amount Sale Shares in favour of $750,000.00 in the form of Exhibit 2.4(b) (Purchaser duly executed by the "Promissory Note")Purchaser; (iiib) a total of $1,650,000.00 in shares of common stock, $.01 par value ("Common Stock") of Buyer calculated based on the average copy or extract 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 board resolutions of the Company's instruction letter to 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 transfer agentincorporation 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; (ivc) Non-Competition 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 executed and the transactions pursuant hereto or contemplated herein, duly certified as true copy or extract by a director of the CompanyPurchaser Guarantor; (vd) subject to Clause 5.2.5, a certificate counterpart of the Taiwan Listco Licence in the agreed form duly executed by Buyer to the effect that each of Buyer's representations and warranties in this Agreement was accurate in all respects as of the Closing Date; (vi) the Employment Agreement executed by the Company; (vii) the Lease Agreement executed by the CompanyKuok Registrations Limited; and (viiie) all other items required 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 hereunderto the Purchaser within 10 Business Days after Closing. 5.2.5 Notwithstanding any other provision of this Agreement, where agreed forms of the Taiwan Listco Licence or the ▇▇▇▇▇ 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, in the case of the Seller, 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 The Sellers and the Company will deliver to the Buyer: (i) certificates representing the Shares, duly endorsed (or accompanied by duly executed stock powers) ), and notarized, for transfer to Buyer; (ii) release releases in the form of Exhibit 2.4(a)(ii) executed by Seller Sellers (collectively, "Seller's ReleaseSellers' Releases"); (iii) an employment agreement in the form of Exhibit 2.4(a)(iii2.4(a)(iii)(A), executed by Seller Will▇▇▇ ▇. ▇▇▇▇▇, ▇▇I, and an employment agreement in the form of Exhibit 2.4(a)(iii)(B), executed by Fred ▇. ▇▇▇▇▇▇ (▇▇llectively, the "Employment AgreementAgreements"); (iv) non-competition agreement separate lease agreements, each in the form of Exhibit 2.4(a)(iv), executed by Seller Titan Partners with respect to each Lease Property (collectively, the "Non-Competition Lease Agreements");) and (v) lease agreement the various opinions, certificates, instruments and other documents referred to in the form Article VII of Exhibit 2.4(a)(v), executed by Seller (the “Lease this Agreement); (vi) a certificate executed by Seller representing and warranting to Buyer that each of Seller's representations and warranties in this Agreement are accurate in all respects as certified copies of the Closing Datearticles of incorporation and by-laws of the Company; (vii) assignment complete stock books, stock ledgers, minute books and corporate seals of Patents and Trademarks in the form of Exhibit 2.4(a)(vii) executed by Seller ("Patent Assignment");Company; and (viii) an opinion resignations of counsel to Seller in such officers and directors (form their offices as such) of the form of Exhibit 2.4(a)(viii) attached hereto, with qualifications and assumptions which are agreed to by Buyer; and (ix) all other items required to be delivered hereunderCompany as the Buyer may request. (b) Buyer will deliver to SellerSellers: (i) $4,500,000 (the amount of $11,300,000 "Cash Payment"), in immediately available funds by wire transfer to an account specified of the Sellers, with a bank in Charleston, West Virginia designated by Seller less such amount to be wired the Sellers, by notice to the Company's bank to pay off secured indebtedness; Buyer, not later than two (ii2) promissory note payable to Seller in the principal amount of $750,000.00 in the form 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 business 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 to the effect that each of Buyer's representations and warranties in this Agreement was accurate in all respects as of the Closing Date; (viii) the following convertible promissory notes (in the form of Exhibit 2.4(b)(ii)) (each a "Promissory Note" and together, the "Promissory Notes") of NationsRent, Inc., a Delaware corporation and the parent corporation of the Buyer, which Promissory Notes will bear interest at the rate of 6.5% per annum (subject to a certain conversion period adjustment) and be subordinate to the Senior Indebtedness: (A) $387,096 Promissory Note payable to Will▇▇▇ ▇. ▇▇▇▇▇, ▇▇I, (B) $241,935 Promissory Note payable to Byro▇ ▇. ▇▇▇▇▇, (C) $193,549 Promissory Note payable to Kent ▇. ▇▇▇▇▇▇▇▇, (D) $193,549 Promissory Note payable to Robe▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇., (E) $193,549 Promissory Note payable to Fred ▇. ▇▇▇▇▇▇, (F) $96,774 Promissory Note payable to Samu▇▇ ▇▇▇▇▇▇, (G) $96,774 Promissory Note payable to Robe▇▇ ▇▇▇ers, and (H) $96,774 Promissory Note payable to Andr▇▇ ▇▇▇▇▇▇; (iii) the Employment Agreement Agreements, executed by the CompanyBuyer; (viiiv) the Lease Agreement Agreements, executed by the CompanyBuyer; and (viiiv) all the various opinions, certificates, instruments and other items required documents referred to be delivered hereunderin Article VIII of this Agreement.

Closing Obligations. (a) At the Closing: (a) , Insignia and Seller will deliver to Buyer: (i) certificates representing the Shares, duly endorsed (or accompanied by duly executed stock powers) for transfer to Buyer; (ii) release in the form of Exhibit 2.4(a)(ii) executed by Seller ("Seller's Release"); (iii) employment agreement in the form of Exhibit 2.4(a)(iii), executed by Seller ("Employment Agreement"); (iv) non-competition agreement in the form of Exhibit 2.4(a)(iv), executed by Seller (the "Non-Competition Agreements"); (v) lease agreement in the form of Exhibit 2.4(a)(v), executed by Seller (the “Lease Agreement); (vi) a certificate executed by each of IFG, ESG, and Seller representing and warranting certifying to Buyer that each that: (A) all of IFG's, ESG's, and Seller's representations and warranties in this Agreement are (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; Date as if made on the Closing Date (viigiving full effect to any Modification Notices); and (B) assignment each of Patents IFG, EFG, and Trademarks Seller has performed its obligations under Section 5 hereof and that all conditions in Section 7 hereof have been satisfied (the form of Exhibit 2.4(a)(vii) executed by Seller ("Patent AssignmentSeller's Closing Certificate"); . The documents referenced in items (viiii) an opinion and (ii) of counsel this Section 2.4(a) are collectively referred to Seller in the form of Exhibit 2.4(a)(viii) attached hereto, with qualifications and assumptions which are agreed to by Buyer; and (ix) all other items required to be delivered hereunderas "Seller's Closing Documents." (b) At the Closing, Buyer will deliver to Seller: (i) the amount of $11,300,000 by wire transfer to an account specified by Seller less such amount to be wired to the Company's bank to pay off secured indebtednessClosing Amount; (ii) promissory note payable to Seller in the principal amount of $750,000.00 in the form 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 certifying to the effect that IFG, ESG, and Seller that: (A) all of Buyer's representations and 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; Date as if made on the Closing Date (vigiving full effect to any Modification Notices); and (B) the Employment Agreement executed by the Company; Buyer has performed its obligations under Section 6 hereof and that all conditions in Section 8 hereof have been satisfied (vii"Buyer's Closing Certificate"); The documents referenced in item (ii) the Lease Agreement executed by the Company; and (viiiof this Section 2.4(b) all other items required are collectively referred to be delivered hereunderas "Buyer's Closing Documents."