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) a consulting agreement in the form of Exhibit 2.4(a)(ii), executed by Seller ("Consulting Agreement"); (iii) the leases (the "Leases") in the form of Exhibit 2.4(a)(iii), executed by Seller; (iv) a certificate executed by Seller representing and warranting to Buyer that each of Seller's representations and warranties in this Agreement was accurate in all material respects as of the date of this Agreement and is accurate in all material respects as of the Closing Date as if made on the Closing Date(giving full effect to any supplements to the Disclosure Letter that were delivered by Seller to Buyer prior to the Closing Date in accordance with Section 5.5); and (v) a registration rights agreement (the "Registration Rights Agreement") in the form of Exhibit 2.4(a)(v); (b) Buyer will deliver to Seller: (i) Twenty-five Million ($25,000,000) Dollars by wire transfer of immediately available funds to the account specified by Seller less any amounts paid to Seller under the Escrow Agreement; (ii) 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 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) the Consulting Agreement, executed by Buyer; (iv) the Leases executed by Buyer; and (v) the Registration Rights Agreement executed by Buyer.

Closing Obligations. At the Closing: (a) Seller Shareholder will deliver to BuyerParent: (i) certificates representing the Shares, duly endorsed (or accompanied by duly executed stock powers), for transfer to Buyerbe surrendered to Newco and Parent; (ii) a consulting agreement Noncompetition Agreement in the form of Exhibit 2.4(a)(ii2.8(a)(ii), executed by Seller Shareholder (the "Consulting Noncompetition Agreement"); (iii) the leases (the "Leases") in the form of Exhibit 2.4(a)(iii), executed by Seller; (iv) a certificate executed by Seller Shareholder representing and warranting to Buyer Parent and Newco that each of SellerShareholder's representations and warranties in this Agreement was are accurate in all material respects as of the date of this Agreement and is accurate in all material respects as of the Closing Date as if made on the Closing Date(giving Date (giving full effect to any supplements to the initial disclosure of the Shareholder's Disclosure Letter that which were delivered by Seller Shareholder to Buyer Parent prior to the Closing Date in accordance with Section 5.55.6); and and (viv) a registration rights agreement investment letter executed by Shareholder in the form attached hereto as Exhibit 2.8(a)(iv), (the "Registration Rights AgreementInvestment Letter") in the form of Exhibit 2.4(a)(v);. (b) Buyer Parent will deliver to SellerShareholder: (i) Twenty-five Million the Cash Amount ($25,000,000less the amount to be placed in escrow) Dollars by bank cashier's or certified check payable to the order of Shareholder or wire transfer of in immediately available funds to the an account specified designated by Seller less any amounts paid to Seller under the Escrow AgreementShareholder, as may be selected by Shareholder; (ii) the Stock Amount (less the amount to be placed in escrow), issued to Shareholder; (iii) the Noncompetition Agreement executed by Parent; (iv) a certificate executed by Buyer Parent to the effect that, except as otherwise stated in such certificate, each of BuyerParent'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; Date (iii) the Consulting Agreement, executed by Buyer; (iv) the Leases executed by Buyer"Parent's Certificate"); and (v) the Registration Rights Agreement executed by BuyerParent. (c) Parent and Shareholder will enter into: (i) an escrow agreement substantially in the form of Exhibit 2.8(c)(i) with such revisions and modifications as may be required by the Escrow Agent and are reasonably acceptable to Shareholder and Parent (the "Escrow Agreement"); and (ii) the Articles of Merger, together with the Plan of Merger in the form attached hereto as Exhibit 2.8(c)(ii) (the "Plan of Merger"), shall be executed by Newco and the Company and filed with the Secretary of State of the State of Texas. (d) Parent will deliver to the Escrow Agent to the held in escrow pursuant to the Escrow Agreement; (i) approximately 5% of the Cash Amount; and (ii) approximately 5% of the Stock Amount issued in the name of the Shareholder.

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) a consulting agreement releases in the form of Exhibit 2.4(a)(ii), ) executed by Seller Sellers (collectively, "Consulting AgreementSellers' Releases"); (iii) the leases an employment agreement executed by ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ (the "LeasesEmployment Agreement"); (iv) noncompetition agreements in the form of Exhibit 2.4(a)(iii2.4(a)(iv), executed by Seller;Sellers (collectively, the "Noncompetition Agreements"); and (ivv) a certificate executed by Seller Sellers representing and warranting to Buyer that each of Seller's Sellers' representations and warranties in this Agreement was accurate in all material respects as of the date of this Agreement and is accurate in all material respects as of the Closing Date as if made on the Closing Date(giving Date (giving full effect to any supplements to the Disclosure Letter that were delivered by Seller Sellers to Buyer prior to the Closing Date in accordance with Section 5.5); and (v) a registration rights agreement (the "Registration Rights Agreement") in the form of Exhibit 2.4(a)(v); (b) Buyer will deliver to SellerSellers: (i) Twenty-five Million 433,333 share certificates in the form of Rule 144 of the Securities Act stock of Buyer, which stock shall be registered with the Security Exchange Commission pursuant to Section 4.6 hereof ($25,000,000) Dollars by wire transfer of immediately available funds to "Registered Stock"), and distributed amongst the account specified by Seller less any amounts paid to Seller under the Escrow AgreementSellers; (ii) share certificates in the form of Rule 144 of the Securities Act stock of Buyer equal to the balance of the Purchase Price, with such Section 144 stock being valued at $15.00 per share ("Rule 144 Stock"),to be held by the escrow agent referred to in Section 2.4(c); (iii) 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 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 (iiiiv) the Consulting Employment Agreement, executed by Buyer;. (ivc) Buyer and Sellers will enter into an escrow agreement in the Leases executed by Buyer; and form of Exhibit 2.4(c) (vthe "Escrow Agreement") the Registration Rights Agreement executed by Buyerwith ▇▇▇▇▇ ▇. ▇▇▇▇▇▇.

Closing Obligations. At the Closing, after the Seller and the Purchaser are reasonably satisfied that the conditions precedent to the Closing set forth in Articles VII and VIII have been duly satisfied and/or waived: (a) The Seller and the Purchaser will each deliver to the appointed custodian and broker (which for the avoidance of doubt shall be PT Danareksa (Sekuritas)) all documents legally necessary to effect the transfer of title of the Sale Shares to the Purchaser by the Seller through a crossing on the Jakarta Stock Exchange (Bursa Efek Jakarta) and the Surabaya Stock Exchange (Bursa Efek Surabaya) and to effect the registration of the Sale Shares in the name of the Purchaser in the register of sub-account holders of Indosat shares and instruct the custodian to effect such crossing. (b) The Seller will deliver to Buyer: the Purchaser (i) certificates representing the Shares, duly endorsed (or accompanied by duly executed stock powers), for transfer to Buyer; Bid Bonds; and (ii) a consulting agreement in the form of Exhibit 2.4(a)(ii), executed by Seller ("Consulting Agreement"); (iii) the leases (the "Leases") in the form of Exhibit 2.4(a)(iii), executed by Seller; (iv) a certificate executed by a Person or Persons duly authorized to represent and act for and on behalf of the Seller representing confirming and warranting to Buyer the Purchaser that each of the Seller's representations and warranties set forth in this Agreement Article III 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 Date and stating that the conditions precedent to the Disclosure Letter that were delivered by Seller's obligation to close set out in Article VIII have been satisfied and/or waived and all covenants of the Seller to Buyer prior to set forth in Article II and Article V have been fulfilled in respect of the Closing Date in accordance with Section 5.5); and (v) a registration rights agreement (the "Registration Rights Agreement") in the form of Exhibit 2.4(a)(v)period until Closing; (bc) Buyer The Purchaser will deliver to Seller: the Seller two certificates as follows: (i) Twenty-five Million ($25,000,000) Dollars by wire transfer of immediately available funds to the account specified by Seller less any amounts paid to Seller under the Escrow Agreement; (ii) a certificate executed by Buyer a Person or Persons duly authorized to represent and act for and on behalf of the Purchaser, confirming and warranting to the effect that, except as otherwise stated in such certificate, Seller that each of Buyerthe Purchaser's representations and warranties set forth in Article IV in this Agreement was accurate in all respects as of the date of this Agreement and is accurate in all respects as of the Closing Date as if made on the Closing DateDate and stating that the conditions precedent in Article VII to the Purchaser's obligations to close have been satisfied and/or waived, and all covenants of the Purchaser set forth in Article II and Article VI have been fulfilled in respect of the period until Closing; and (ii) a certificate executed by a director of the Purchaser, confirming the due appointment, incumbency, and authority of the Persons representing and acting on behalf of the Purchaser in all actions related to the Closing, including without limitation in issuing the certificate described in Section 2.5(c)(i) above, and that the signature(s) appearing thereon is or are the true signature(s) of the Person(s) concerned; (iiid) Immediately following the deliveries made in Sections 2.5(a), (b) and (c) above, (x) the Consulting Seller and the Purchaser will instruct the Escrow Agent, in accordance with the provisions of the Escrow Agreement, executed by Buyer; to release and pay to the Seller's broker's U.S. Dollar account the U.S. Dollar Equivalent of the Aggregate Purchase Price, together with all interest accrued on such sum (ivunless and to the extent otherwise specifically provided for in this Agreement or the Escrow Agreement) and (y) the Leases executed by BuyerSeller will deliver to the Escrow Agent an irrevocable instruction from the Seller's broker for the immediate wire transfer to the Escrow Account, from the Seller's broker's U.S. Dollar account, of immediately available funds in an amount equal to the Retention Amount in the manner specified in the Escrow Agreement; and (ve) Upon the Registration Rights Agreement executed completion of the actions described in Sections 2.5(a), (b), (c) and (d) above, the Closing will be deemed to be completed and Minutes of Closing will be prepared and signed by Buyerthe Seller and the Purchaser.

Closing Obligations. At the Closing: (a) Seller will deliver to Buyer: (i) certificates representing the SharesCompany Stock, duly endorsed (or accompanied by duly executed stock powers), with signature guaranteed by a commercial bank or trust company or by a member firm of a national securities exchange, in proper form for transfer to BuyerBuyer with all required stock transfer stamps affixed or provided for; (ii) a consulting agreement in certificates representing the form 3,750 shares of Exhibit 2.4(a)(ii), executed the Common Stock owned of record by Seller ("Consulting Agreement")▇▇▇▇▇ ▇▇▇▇▇▇; (iii) the leases (the "Leases") in the form of Exhibit 2.4(a)(iii), executed by Seller; (iv) a certificate executed by Seller representing and warranting to Buyer that each of Seller's representations and warranties in this Agreement was were 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 Date (giving full effect to any supplements to the Disclosure Letter Schedule that were delivered by Seller to Buyer prior to the Closing Date in accordance with Section 5.56.5); and (viv) a registration rights an amendment to the Seller's existing employment agreement (the "Registration Rights Agreement") in the form of Exhibit 2.4(a)(v2.4(a)(iv);, executed by Seller (the "Employment Agreement Amendment"). (b) Buyer will deliver to Seller: (i) Twenty-five Million ($25,000,000) Dollars the Purchase Price in immediately available funds by wire transfer of immediately available funds $10,503,144.25 (or such other amount as may be due under Section 2.2) to one or more bank accounts specified in writing by Seller not less than three Business Days prior to the account specified by Seller less any amounts paid to Seller under the Escrow AgreementClosing; (ii) 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 material 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 (iii) the Consulting Agreement, Employment Agreement Amendment executed by Buyer; (iv) the Leases executed by Buyer; and (v) the Registration Rights Agreement executed by BuyerCompany.

Closing Obligations. At the Closing: (a) Seller will shall deliver to BuyerPurchaser: (i) certificates representing the Shares▇▇▇▇ of Sale, duly endorsed (or accompanied by duly executed stock powers), for transfer to Buyer; (ii) a consulting agreement in the form of Exhibit 2.4(a)(ii), executed by Seller ("Consulting Agreement"); (iii) the leases (the "Leases") in the form of Exhibit 2.4(a)(iii), executed by Seller; (ivii) a certificate executed by Seller representing and warranting to Buyer Purchaser that each of Seller's the representations and warranties of Seller in this Agreement was accurate in all material respects as of the date of this Agreement and is accurate in all material respects as of the Closing Date as if made on the Closing Date(giving Date (giving full effect to any supplements to the Disclosure Letter Memorandum that were delivered by Seller to Buyer Purchaser prior to the Closing Date in accordance with Section 5.5); and (v) a registration rights agreement (the "Registration Rights Agreement") in the form of Exhibit 2.4(a)(v6.5); (iii) such other documents as Purchaser 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 of, or the compliance by Seller with, any covenant or obligation required to be performed or complied with by it, (C) evidencing the satisfaction of any condition referred to in Article 8, or (D) otherwise facilitating the consummation or performance of any of the Contemplated Transactions. (b) Buyer will deliver to SellerPurchaser shall deliver: (i) Twenty-five Million ($25,000,000A stock certificate(s) Dollars representing 12,222,222 shares of the Stock in the name of Seller, or as designated by wire Seller, and evidence of direction and authority given to Purchaser’s transfer agent to issue a certificate in the name of immediately available funds Seller for such additional shares of the Stock as may be required to the account specified by Seller less any amounts paid be issued pursuant to Seller under the Escrow AgreementSection 2.4.; (ii) the ▇▇▇▇ of Sale duly executed by Purchaser; (iii) a certificate executed by Buyer Purchaser to the effect that, except as otherwise stated in such certificate, that each of Buyer's Purchaser’s representations and warranties in this Agreement was accurate in all respects as of the date of this Agreement and is accurate in all respects as of the Closing Date as if made on the Closing Date; (iii) the Consulting Agreement, executed by Buyer;; and (iv) such other documents as Seller may reasonably request for the Leases executed purpose of (A) evidencing the accuracy of any representation or warranty of Purchaser, (B) evidencing the performance by Buyer; andPurchaser of, or the compliance by Purchaser with, any covenant or obligation required to be performed or complied with by Purchaser, (C) evidencing the satisfaction of any condition referred to in Article 9, or (D) otherwise facilitating the consummation of any of the Contemplated Transactions. (vc) Simultaneously with such deliveries, Seller shall take all action necessary or appropriate to put Purchaser in actual possession and operating control of the Registration Rights Agreement executed by BuyerAssets.

Closing Obligations. At the Closing: (a) Seller The Authorized Representative will deliver to BuyerTACT: (i) certificates representing the SharesVanguard Capital Stock, duly endorsed (or accompanied by duly executed stock powers), with signatures guaranteed by a commercial bank or trust company or by a member firm of a national securities exchange, in proper form for transfer to BuyerTACT with all required stock transfer stamps affixed or provided for; (ii) a consulting agreement in the form of Exhibit 2.4(a)(ii), certificate executed by Seller the Chief Executive Officer or President of Vanguard representing and warranting to TACT that each of the representations and warranties of Vanguard and its Subsidiaries 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 ("Consulting Agreement"giving full effect to any supplements to the Vanguard Disclosure Schedule that were delivered by Vanguard to TACT prior to the Closing Date in accordance with Section 6.5); provided, that any representation or warranty that is qualified by materiality by its terms shall be accurate in all respects as of the date of this Agreement and as of the Closing Date; (iii) duly executed counterparts of any report, schedule or filing required to be filed with the leases SEC by any Vanguard Stockholder in connection with the Exchange Transaction or the other Contemplated Company Transactions; and (iv) duly executed counterparts of the "Leases"Escrow Agreement. (b) in TACT will deliver to Vanguard Stockholders: (i) 6,312,796 of the form of Exhibit 2.4(a)(iii), executed by SellerExchange Shares; (ivii) a certificate executed by Seller representing and warranting the Chief Executive Officer or President of TACT to Buyer the effect that each of SellerTACT's representations and warranties in this Agreement was accurate in all material respects as of the date of this Agreement and is accurate in all material respects as of the Closing Date as if made on the Closing Date(giving Date, (giving full effect to any supplements to the TACT Disclosure Letter Schedule that were delivered by Seller TACT to Buyer Vanguard prior to the Closing Date Date, in accordance with Section 5.57.5); and (v) a registration rights agreement (the "Registration Rights Agreement") in the form of Exhibit 2.4(a)(v); (b) Buyer will deliver to Seller: (i) Twenty-five Million ($25,000,000) Dollars provided, that any representation or warranty that is qualified by wire transfer of immediately available funds to the account specified materiality by Seller less any amounts paid to Seller under the Escrow Agreement; (ii) 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 its terms shall be 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 (iii) duly executed counterparts of the Consulting Escrow Agreement, executed by Buyer;. (ivc) Vanguard will deliver to the Vanguard Stockholders and TACT a written statement signed by an officer of Vanguard, dated as of the Closing Date, to the effect that (a) the Leases executed by Buyer; andTransferred Vanguard Shares do not constitute a "U.S. real property interest" within the meaning of Section 897 of the Code and (b) Vanguard has filed a notice with the IRS to such effect (in compliance with Treas. Reg. ss. 1.897-2(h)(2)). (vd) TACT will deliver 1,000,000 shares to the Registration Rights Agreement executed by BuyerEscrow Agent. (e) TACT, Vanguard and the Vanguard Stockholders will each pay its respective fees and expenses as provided in Section 13.1.

Closing Obligations. At the ClosingClosing or thereafter in the case of (d) below: (a) Seller will deliver to BuyerPurchaser: (i) certificates representing a certificate that the Shares, transfer of the Interest has been duly endorsed (or accompanied by duly executed stock powers), for transfer to Buyerrecorded on the Company’s books and records; (ii) a consulting agreement in the form of Exhibit 2.4(a)(ii), executed by Seller ("Consulting Agreement"); (iii) the leases (the "Leases") in the form of Exhibit 2.4(a)(iii), executed by Seller; (iv) a certificate executed by Seller representing and warranting to Buyer Purchaser that each of Seller's ’ representations and warranties in this Agreement was accurate in all material respects as of the date of this Agreement and is accurate in all material respects as of the Closing Date as if made on the Closing Date(giving Date (giving full effect to any supplements to the Disclosure Letter that were duly delivered by Seller to Buyer Purchaser prior to the Closing Date in accordance with Section 5.5pursuant to the terms of this Agreement); (iii) the Non-Competition Agreement, the form of which is attached at Exhibit A. (iv) [intentionally omitted] (v) the corporate record book and other records of the Company; and (vvi) a registration rights agreement (all material documents and instruments and records pertaining to bank accounts and safety deposit boxes of the "Registration Rights Agreement") in Company, together with such instruments as required by the form of Exhibit 2.4(a)(v);depository institutions to change the signatories on such accounts and for such safety deposit boxes. (b) Buyer Purchaser will deliver to Seller: (i) Twenty-five Million ($25,000,000) Dollars by wire transfer of immediately The Purchase Price in cash or other immediate available funds to the account specified by Seller less any amounts paid to Seller under the Escrow Agreementfunds; (ii) a certificate executed by Buyer Purchaser to the effect that, except as otherwise stated in such certificate, each of Buyer's Purchaser’s representations and warranties in this Agreement was accurate in all respects as of the date of this Agreement and is accurate in all respects as of the Closing Date as if made on the Closing Date;; and (iii) Purchaser’s assumption of the Consulting Agreementstandby agreement dated February 26, executed by Buyer;1998 relating to the medical office building adjacent to the Facility, a copy of such agreement and the form of the assumption is attached hereto as Exhibit 4.02(b)(3). (iv) Reimbursement for 50% of the Leases executed by Buyer; and$34,375 and related taxes and benefits for the bonus due as of the closing to G▇▇▇▇ ▇▇▇▇▇▇. (vc) Company will pay its outstanding indebtedness due to MedCath Finance Company pursuant to the Registration Rights Agreement executed terms of such debt in cash or other immediately available funds which include all principal and interest due thereon and all amounts required to be advanced to pay any amount due to Parent or Seller for management fees and other goods and services provided by Buyerthem to the Company (“MedCath F▇▇▇▇ Debt”) through the Closing Date. As of April 30, 2006, the parties agree that the outstanding balance of MedCath F▇▇▇▇ Debt, including accrued but unpaid interest and other unpaid amounts due for management fees and other goods and services provided to the Company was the amount shown on Schedule 4.02(c) as the April 30, 2006 MedCath F▇▇▇▇ Debt. Company shall not be obligated to pay any MedCath F▇▇▇▇ Debt in excess of the amount shown on Schedule 4.02(c) as the MFC Cap (the “MFC Cap”). (d) Within 60 days after Closing, Seller or Parent may submit to the Company and Purchaser a statement, accompanied by appropriate supporting documentation, of amounts paid by Parent or Seller, whether before or after Closing, that relate to the operations and ownership of the Facility and which would have been treated as MedCath F▇▇▇▇ Debt or which would have been paid for by or on behalf of the Company for goods and services if all of such information had been available to the parties or if such amounts had been paid and recorded before the Closing Date (the “Post Closing Settlement Amount”) and Purchaser shall pay, or cause the Company to pay, the Post Closing Settlement Amount to Parent within 10 days thereafter, provided however, such payment shall not be due if either Purchaser has paid an amount of MedCath F▇▇▇▇ Debt equal to the MFC Cap, or to the extent, but only to the extent, the payment thereof shall cause the MFC Cap to be exceeded

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 or Company, as the case may be, shall deliver to Buyer: (i) stock certificates representing evidencing the Shares, duly endorsed (in blank or accompanied by stock powers duly executed stock powers)in blank, for with signatures guaranteed by a commercial bank, or other instruments of transfer in form and substance reasonably satisfactory to Buyer; (ii) a consulting agreement in the form stock books, stock ledgers, minute books, and corporate seals of Exhibit 2.4(a)(ii), executed by Seller ("Consulting Agreement")Company; (iii) the leases (financial statements referred to in Section 3.4 hereof and other information required to be filed pursuant to the "Leases") Exchange Act with the SEC by Buyer on its Current Report on Form 8-K in connection with the form of Exhibit 2.4(a)(iii), executed by SellerClosing; (iv) a certificate executed by each Seller representing and warranting to Buyer that each of Seller's representations and warranties in this Agreement was accurate in all material respects as of the date of this Agreement and is accurate in all material respects as of the Closing Date as if made on the Closing Date(giving full effect to any supplements to the Disclosure Letter that were delivered by Seller to Buyer prior to the Closing Date in accordance with Section 5.5); and (v) a registration rights agreement (the "Registration Rights Agreement") in the form of Exhibit 2.4(a)(v); (b) Buyer will deliver to Seller: (i) Twenty-five Million ($25,000,000) Dollars by wire transfer of immediately available funds to the account specified by Seller less any amounts paid to Seller under the Escrow Agreement; (ii) 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 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 DateDate (giving full effect to any supplements to the Schedules that were delivered by Seller to Buyer prior to the Closing Date in accordance with Section 5.5); (iiiv) an opinion of counsel to the Consulting Agreement, executed by Buyer; (iv) Company and Sellers in the Leases executed by Buyerform annexed hereto as Exhibit 2.3(a)(v); and (vvi) the Registration Rights Agreement such other documents and other instruments of transfer and conveyance as may be requested by Buyer, each in form and substance satisfactory to Buyer and its legal counsel and executed by BuyerSeller, if necessary. (b) Buyer shall deliver to the Seller: (i) stock certificates evidencing the Consideration Shares; and (ii) a certificate executed by Buyer as to the accuracy of its representations and warranties as of the date of this Agreement and as of the Closing and as to its compliance with and performance of its covenants and obligations to be performed or complied with at or before the Closing.

Closing Obligations. At the Closing: (a) Seller Sellers will deliver (collectively, the "Sellers' Closing Documents") to BuyerBuyers: (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 BuyerBuyers; (ii) a consulting agreement releases in the form of Exhibit 2.4(a)(ii), ) executed by Seller Sellers (collectively, "Consulting AgreementSellers' Releases"); (iii) the leases (the "Leases") in the form of Exhibit 2.4(a)(iii), executed by Seller; (iv) a certificate executed by Seller Sellers representing and warranting to Buyer Buyers that each of Seller's Sellers' representations and warranties in this Agreement was accurate in all material respects as of the date of this Agreement and is accurate in all material respects as of the Closing Date as if made on the Closing Date(giving Date (giving full effect to any supplements to the Disclosure Letter that were delivered by Seller Sellers to Buyer Buyers prior to the Closing Date in accordance with Section 5.5), except that any such representation or warranty that is specifically stated to be accurate only as of a specified date shall remain accurate as of such date; (iv) Documentation establishing compliance with the requirements of Section 7.3 and Section 7.9; and (v) a registration rights agreement (the "Registration Rights Agreement") Additional Documents specified in the form of Exhibit 2.4(a)(v);Section 7.4. (b) Buyer Buyers will deliver (collectively, the "Buyers' Closing Documents") to SellerSellers: (i) Twenty-five Million ($25,000,000) Dollars the Estimated Purchase Price in immediately available funds by wire transfer of immediately available funds to the account accounts specified by Seller less any amounts paid to Seller under the Escrow AgreementSellers; (ii) a certificate executed by Buyer Buyers to the effect that, except as otherwise stated in such certificate, that each of Buyer's Buyers' 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) the Consulting Agreement, executed by Buyer;opinion specified in Section 8.4; and (iv) the Leases executed by Buyer; and (v) the Registration Rights Agreement executed by BuyerThe Additional Documents specified in Section 8.4.

Closing Obligations. At the Closing: (a) Seller the Seymour Companies will deliver or cause to Buyerbe delivered to HPII: (i) certificates representing the SharesLock-Up Agreement (as defined in Section 7.7), duly endorsed (or accompanied executed by duly executed stock powers), for transfer to Buyerthe Majority Shareholder; (ii) a consulting agreement in the form of Exhibit 2.4(a)(ii), executed by Seller ("Consulting Agreement"); (iii) the leases (the "Leases") in the form of Exhibit 2.4(a)(iii), executed by Seller; (iv) a certificate executed by Seller the Majority Shareholder representing and warranting to Buyer HPII that each of Sellerthe Majority Shareholder's representations and warranties in this Agreement was accurate in all material respects as of the date of this Agreement and is accurate in all material respects as of the Closing Date as if made on the Closing Date(giving Date (as set forth in Section 7.1) (giving full effect to any supplements to the Supplemental Disclosure Letter that were to be delivered by Seller the Majority Shareholder to Buyer HPII prior to the Closing Date in accordance with Section 5.55.6); and (viii) a registration rights agreement certificate executed by the chief executive officer of Sales representing and warranting to HPII that the representations and warranties of Sales in this Agreement were accurate in all material respects as of the date of this Agreement and are accurate in all material respects as of the Closing Date as if made on the Closing Date (as set forth in Section 7.1) (giving full effect to the "Registration Rights Agreement") Supplemental Disclosure Letter to be delivered by Sales to HPII prior to the Closing Date in the form of Exhibit 2.4(a)(vaccordance with Section 5.6);. (b) Buyer HPII will deliver to Seller(or for the benefit of) the shareholders of Sales: (i) Twenty-five Million ($25,000,000) Dollars the Cash Consideration, less the Cash Escrow, if any, by wire transfer of immediately available funds to the an account or accounts specified by Seller less any amounts paid to Seller under the Escrow AgreementMajority Shareholder in accordance with Schedule 2.4; (ii) the Escrowed Shares and the Cash Escrow, if any, to the escrow agent referred to in 2.8(c) below; (iii) the HPI Shares less the Escrowed Shares to such Persons specified on Schedule 2.4; and (iv) a certificate executed by Buyer HPII representing and warranting to the effect that, except as otherwise stated in such certificate, Seymour Companies that each of BuyerHPII'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 set forth in Section 8.1) as if made on the Closing Date;. (iiic) HPII, the Consulting Majority Shareholder and Seymour Companies will execute the escrow agreement in the form of Exhibit 2.8(c) (the "Escrow Agreement, executed by Buyer; (iv") the Leases executed by Buyer; and (v) the Registration Rights Agreement executed by Buyerwith a mutually selected escrow agent.

Closing Obligations. At the Closing: (a) Seller will deliver to Buyer: (i) certificates certificate(s) representing the Shares, duly endorsed (or accompanied by duly executed stock powers), for transfer to Buyer; (ii) a consulting agreement release in the form of Exhibit 2.4(a)(ii), 2.5(a)(ii) executed by Seller ("Consulting AgreementSeller's Release"); (iii) the leases (the "Leases") an employment agreement in the form of Exhibit 2.4(a)(iii2.5(a)(iii), executed by SellerM. J▇▇▇▇▇▇▇ ("▇. ▇▇▇▇▇▇▇▇ ▇▇▇loyment Agreement"); (iv) a certificate executed by Seller and the Company, representing and warranting to Buyer that each of Seller's and the Company's representations and warranties in this Agreement was accurate in all material respects as of the date of this Agreement and is accurate in all material respects as of the Closing Date as if made on the Closing Date(giving Date (giving full effect to any supplements to the Disclosure Letter that were delivered by Seller and the Company to Buyer prior to the Closing Date in accordance with Section 5.5); and (v) a registration rights agreement (an opinion of Packman, Neuwahl & Rose▇▇▇▇▇, ▇.A., dated the "Registration Rights Agreement") Closing Date, in the form of Exhibit 2.4(a)(v);agreed to by the parties. (b) Buyer will deliver to Seller: (i) Twenty-five Million ($25,000,000) Dollars 1,011,600 by wire transfer of immediately available funds payable to the account specified by Seller less any amounts paid to Seller under the Escrow Agreement;order of Seller. (ii) a certificate executed by Buyer Buyer, representing and warranting to the effect that, except as otherwise stated in such certificate, Seller 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 DateDate (giving full effect to any supplements to the Buyer's Disclosure Letter prior to the Closing Date in accordance with Section 6.4); (iii) the Consulting M. J▇▇▇▇▇▇▇ ▇▇▇loyment Agreement, executed by Buyer; (iv) an opinion of Hayn▇▇ ▇▇▇ Boon▇, ▇▇P, dated the Leases executed Closing Date, in the form agreed to by Buyerthe parties; and (v) the Registration Rights Agreement executed by BuyerInterest due pursuant to Section 2.6 hereof.

Closing Obligations. At the ClosingClosing each party shall deliver to the other party those items set forth below, which shall operate as conditions precedent to the obligation to close: (a) Seller will deliver to Buyer: (i) certificates representing the SharesOwnership Interest, duly endorsed (or accompanied by duly executed stock powersif the Ownership Interest is not certified, an Assignment of Ownership Interest in the form of Exhibit 2.4(a)(i), ) for transfer to Buyer; (ii) a consulting agreement releases in the form of Exhibit 2.4(a)(ii), ) executed by Seller (collectively, "Consulting AgreementSeller's Release");; and (iii) the leases (the "Leases") in the form of Exhibit 2.4(a)(iii), executed by Seller; (iv) a certificate executed by Seller representing and warranting to Buyer that each of Seller's representations and warranties in this Agreement was accurate in all material respects as of the date of this Agreement and is accurate in all material respects as of the Closing Date as if made on the Closing Date(giving Date (giving full effect to any supplements to the Disclosure Letter that were delivered by Seller to Buyer prior to the Closing Date in accordance with Section 5.5); and (v) a registration rights agreement (the "Registration Rights Agreement") in the form of Exhibit 2.4(a)(v); (b) Buyer will deliver to Seller: (i) Twenty-five Million ($25,000,000) Dollars 90,000 by bank cashier's or certified check payable to the order of M▇▇▇▇▇▇ ▇▇▇, M.D., or by wire transfer of immediately available funds to the account specified by Seller less any amounts paid to Seller under the Escrow AgreementSeller; (ii) an Issuance Resolution authorizing the issuance of new shares of common stock of the Buyer representing a value of $50,000 based on the trailing twenty (20) day volume weighted average closing price of the Buyer’s common stock as of the Closing. Buyer’s transfer agent shall issue a stock certificate in the name of the Seller representing the common shares and deliver directly to the Seller; and (iii) 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 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) the Consulting Agreement, executed by Buyer; (iv) the Leases executed by Buyer; and (v) the Registration Rights Agreement executed by Buyer.

Closing Obligations. At the Closing: (a) Seller FSLB shall deliver: (1) to each Shareholder one or more certificates for that number of shares of FSLB Common Stock set forth next to the name of each Shareholder on Schedule I attached hereto. Each such certificate will deliver to Buyer: (i) certificates representing be registered in the Shares, duly endorsed name of such Shareholder (or accompanied by duly executed stock powerssuch other person as such Shareholder may designate to FSLB in writing not less than two (2) business days prior to the Closing), for transfer free and clear of any Liens; (2) to Buyer; (ii) a consulting agreement in Targets and the form of Exhibit 2.4(a)(ii)Shareholders, executed by Seller ("Consulting Agreement"); (iii) the leases (the "Leases") in the form of Exhibit 2.4(a)(iii), executed by Seller; (iv) a certificate executed by Seller FSLB representing and warranting to Buyer that each of Seller's representations and warranties in this Agreement was accurate in all material respects as of the date of this Agreement and is accurate in all material respects as of the Closing Date as if made on the Closing Date(giving full effect to any supplements to the Disclosure Letter that were delivered by Seller to Buyer prior to the Closing Date in accordance with Section 5.5); and (v) a registration rights agreement (the "Registration Rights Agreement") in the form of Exhibit 2.4(a)(v); (b) Buyer will deliver to Seller: (i) Twenty-five Million ($25,000,000) Dollars by wire transfer of immediately available funds to the account specified by Seller less any amounts paid to Seller under the Escrow Agreement; (ii) a certificate executed by Buyer to the effect that, except as otherwise stated in such certificate, each of BuyerFSLB's representations and warranties in this Agreement was accurate in all respects as of the date of this Agreement and is continue to be accurate in all respects as of the Closing Date Date; and (3) to ▇▇▇▇▇▇▇▇▇▇ certificates representing all of the shares of Common Stock of Sub duly registered in the name of ▇▇▇▇▇▇▇▇▇▇, free and clear of any Liens. (b) Shareholders shall deliver to FSLB: (1) (as if made on provided in Section 4.1 below) certificates representing all of the Shares duly registered in the name of FSLB (or such other Person as FSLB may designate to the Shareholders not less than two (2) business days prior to the Closing), free and clear of any Liens; and (2) one or more certificates executed by the Shareholders representing and warranting that each of Shareholders' representations and warranties in this Agreement was accurate in all respects as of the date of this Agreement and continue to be accurate as of the Closing Date;Date (except as may be specified in any supplement to the Target Disclosure Memorandum). (iiic) the Consulting Agreement, Each Target shall deliver to FSLB one or more certificates executed by Buyer; such Target representing and warranting each of Target's representations and warranties in this Agreement was accurate in all respects as of the date of this Agreement and continue to be accurate as of the Closing Date (ivexcept as may be specified in any supplement to the Target Disclosure Memorandum). In addition, ▇▇▇▇▇▇▇▇▇▇ shall deliver to FSLB one or more certificates for the identical number of shares of ▇▇▇▇▇▇▇▇▇▇ Common Stock as the number of shares of Sub Common Stock delivered by FSLB as described in Section 1.3(a) the Leases executed by Buyer; and (v) the Registration Rights Agreement executed by Buyerabove.

Closing Obligations. At the Closing:, after the Seller and the Purchaser are reasonably satisfied that the conditions precedent to the Closing set forth in Articles VII and VIII have been duly satisfied and/or waived: 6 <PAGE> (a) The Seller and the Purchaser will each deliver to the appointed custodian and broker (which for the avoidance of doubt shall be PT Danareksa (Sekuritas)) all documents legally necessary to effect the transfer of title of the Sale Shares to the Purchaser by the Seller through a crossing on the Jakarta Stock Exchange (Bursa Efek Jakarta) and the Surabaya Stock Exchange (Bursa Efek Surabaya) and to effect the registration of the Sale Shares in the name of the Purchaser in the register of sub-account holders of Indosat shares and instruct the custodian to effect such crossing. (b) The Seller will deliver to Buyer: the Purchaser (i) certificates representing the Shares, duly endorsed (or accompanied by duly executed stock powers), for transfer to Buyer; Bid Bonds; and (ii) a consulting agreement in the form of Exhibit 2.4(a)(ii), executed by Seller ("Consulting Agreement"); (iii) the leases (the "Leases") in the form of Exhibit 2.4(a)(iii), executed by Seller; (iv) a certificate executed by a Person or Persons duly authorized to represent and act for and on behalf of the Seller representing confirming and warranting to Buyer the Purchaser that each of the Seller's representations and warranties set forth in this Agreement Article III 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 Date and stating that the conditions precedent to the Disclosure Letter that were delivered by Seller's obligation to close set out in Article VIII have been satisfied and/or waived and all covenants of the Seller to Buyer prior to set forth in Article II and Article V have been fulfilled in respect of the Closing Date in accordance with Section 5.5)period until Closing; and (vc) a registration rights agreement (the "Registration Rights Agreement") in the form of Exhibit 2.4(a)(v); (b) Buyer The Purchaser will deliver to Seller: the Seller two certificates as follows: (i) Twenty-five Million ($25,000,000) Dollars by wire transfer of immediately available funds to the account specified by Seller less any amounts paid to Seller under the Escrow Agreement; (ii) a certificate executed by Buyer a Person or Persons duly authorized to represent and act for and on behalf of the Purchaser, confirming and warranting to the effect that, except as otherwise stated in such certificate, Seller that each of Buyerthe Purchaser's representations and warranties set forth in Article IV in this Agreement was accurate in all respects as of the date of this Agreement and is accurate in all respects as of the Closing Date as if made on the Closing Date; Date and stating that the conditions precedent in Article VII to the Purchaser's obligations to close have been satisfied and/or waived, and all covenants of the Purchaser set forth in Article II and Article VI have been fulfilled in respect of the period until Closing; and (iiiii) a certificate executed by a director of the Purchaser, confirming the due appointment, incumbency, and authority of the Persons representing and acting on behalf of the Purchaser in all actions related to the Closing, including without limitation in issuing the certificate described in Section 2.5(c)(i) above, and that the signature(s) appearing thereon is or are the true signature(s) of the Person(s) concerned; (d) Immediately following the deliveries made in Sections 2.5(a), (b) and (c) above, (x) the Consulting Seller and the Purchaser will instruct the Escrow Agent, in accordance with the provisions of the Escrow Agreement, executed by Buyer; to release and pay to the Seller's broker's U.S. Dollar account the U.S. Dollar Equivalent of the Aggregate Purchase Price, together with all interest accrued on such sum (ivunless and to the extent otherwise specifically provided for in this Agreement or the Escrow Agreement) and (y) the Leases executed by BuyerSeller will deliver to the Escrow Agent an irrevocable instruction from the Seller's broker for the immediate wire transfer to the Escrow Account, from the Seller's broker's U.S. Dollar account, of immediately available funds in an amount equal to the Retention Amount in the manner specified in the Escrow Agreement; and and (v) the Registration Rights Agreement executed by Buyer.

Closing Obligations. At the Closing: (a) Seller will deliver to Buyer: (i) certificates representing an LLC Interest Assignment transferring the Shares, duly endorsed (or accompanied by duly executed stock powers), for transfer Purchased Interest to Buyer, free and clear of all Encumbrances; (ii) a consulting agreement in the form of Exhibit 2.4(a)(ii)LLC Agreement, duly executed by Seller ("Consulting Agreement")Seller; (iii) the leases (the "Leases") in the form of Exhibit 2.4(a)(iii)Food Grade Alcohol Off-Take Agreement, duly executed by Seller; (iv) a certificate executed by Seller representing and warranting to Buyer that each of Seller's representations and warranties in this Agreement was accurate in all material respects as of the date of this Agreement and is accurate in all material respects as of the Closing Date as if made on the Closing Date(giving full effect to any supplements to the Disclosure Letter that were delivered by Seller to Buyer prior to the Closing Date in accordance with Section 5.5); and (v) a registration rights agreement (the "Registration Rights Agreement") in the form of Exhibit 2.4(a)(v); (b) Buyer will deliver to Seller: (i) Twenty-five Million ($25,000,000) Dollars by wire transfer of immediately available funds to the account specified by Seller less any amounts paid to Seller under the Escrow Agreement; (ii) a certificate executed by Buyer to the effect that, except as otherwise stated in such certificate, 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 as if made on the Closing Date, and further certifying that, except as may be set forth in Buyer’s closing certificate delivered pursuant to Section 2.4(b)(v), Seller has no Knowledge of any Breach by Buyer of any of its representations, warranties and covenants set forth in this Agreement as of the Closing Date; and (v) such other customary documents, instruments or certificates as shall be reasonably required by Buyer. (b) Buyer will deliver or cause its affiliates to deliver to Seller: (i) the Purchase Price by wire transfer of immediately available funds; (ii) the LLC Agreement, duly executed by Buyer; (iii) the Consulting Ethanol Off-Take Agreement, duly executed by BuyerSEACOR Energy Inc.; (iv) the Leases Loan Documents, duly executed by SEACOR Capital Corporation; (v) 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 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 further certifying that, except as may be set forth in Seller’s closing certificate delivered pursuant to Section 2.4(a)(iv), Buyer has no Knowledge of any Breach by Seller of any of its representations, warranties and covenants set forth in this Agreement as of the Closing Date; and (vvi) such other customary documents, instruments or certificates as shall be reasonably required by Seller. (c) Seller will cause the Company to deliver to Buyer and Seller, as applicable: (i) the Registration Rights Agreement Food Grade Alcohol Off-Take Agreement, duly executed by Buyerthe Company; (ii) the Ethanol Off-Take Agreement, duly executed by the Company; (iii) the Loan Documents, duly executed by the Company; and (iv) such other customary documents, instruments or certificates as shall be reasonably required by Buyer and Seller, as applicable. (d) Any sales, use, transfer, documentary, registration, stamp, duties, gains, recording, and other similar taxes (including related penalties (civil or criminal), additions to tax and interest) imposed by any Governmental Body with respect to the transactions contemplated by this Agreement (“Transaction Taxes”) shall be the sole obligation of the Seller. Seller shall provide written notice to Buyer of the payment of and/or a written response to Buyer upon any request for information regarding the status of any Transaction Taxes. Seller shall be responsible for (i) administering the payment of such Transaction Taxes, (ii) defending or pursuing any proceedings related thereto, and (iii) paying any expenses related thereto.

Closing Obligations. At the Closing: (a) Seller PMH will deliver to BuyerPurchaser: (i) certificates representing the Shares, duly endorsed (or accompanied by duly executed stock powers), for transfer to Buyer; (ii) a consulting agreement in the form of Exhibit 2.4(a)(ii), executed by Seller ("Consulting Agreement"); (iii) the leases (the "Leases") in the form of Exhibit 2.4(a)(iii), executed by Seller; (iv) a certificate executed by Seller representing and warranting an officer of PMH certifying to Buyer Purchaser that each of SellerPMH's representations and warranties in this Agreement was were accurate in all respects (in the case of any representation and warranty containing a materiality qualification) and in all material respects (in the case of any representation and warranty without a materiality qualification) as of the date of this Agreement and is are accurate in all respects (in the case of any representation and warranty containing a materiality qualification) and in all material respects (in the case of any representation and warranty without a materiality qualification) as of the Closing Date as if made on the Closing Date(giving Date (giving full effect to any supplements to the Disclosure Letter and schedules or exhibits attached hereto that were delivered by Seller to Buyer Purchaser prior to the Closing Date in accordance with Section 5.56.5); and (vii) a registration rights agreement (resignations, effective as of the "Registration Rights Agreement") in Closing, of such directors and officers of the form of Exhibit 2.4(a)(v);Acquired Companies as may be designated by the Purchaser prior to Closing. (b) Buyer Sellers will deliver to SellerPurchaser: (i) Twenty-five Million ($25,000,000) Dollars by wire transfer of immediately available funds to the account specified by Seller less any amounts paid to Seller under the Escrow Agreement; (ii) a certificate executed by Buyer Seller's Representative certifying to the effect that, except as otherwise stated in such certificate, Purchaser that each representation and warranty of Buyer's representations and warranties Sellers in this Agreement was accurate in all respects (in the case of any representation and warranty containing a materiality qualification) and in all material respects (in the case of any representation and warranty without a materiality qualification) as of the date of this Agreement and is accurate in all respects (in the case of any representation and warranty containing a materiality qualification) and in all material respects (in the case of any representation and warranty without a materiality qualification) as of the Closing Date as if made on the Closing Date (giving full effect to any supplements to and schedules or exhibits attached hereto that were delivered to Purchaser prior to the Closing Date in accordance with Section 6.5); (ii) certificates representing the Shares endorsed in blank where necessary (or to the extent such shares are not certificated, valid assignments in writing relating to the Shares); and (iii) a resolution of the board of directors of PMH that the Deeds of Transfer and the entry of Purchaser in the shareholders' register of PMH with voting rights with respect to all of the Shares has been approved. (c) Purchaser will deliver: (i) the amount of the Preliminary Closing Purchase Price reduced by the Escrow Amount and any applicable withholding Taxes, by wire transfer to an account to be specified by Sellers' Representative not less than three Business Days prior to Closing; (ii) the Escrow Amount by wire transfer to an account specified under the Escrow Agreement; and (iii) a certificate executed by Purchaser certifying to Sellers that each of Purchaser's representations and warranties in this Agreement were accurate in all respects (in the case of any representation and warranty containing a materiality qualification) and in all material respects (in the case of any representation and warranty without a materiality qualification) as of the date of this Agreement and are accurate in all respects (in the case of any representation and warranty containing a materiality qualification) and in all material respects (in the case of any representation and warranty without a materiality qualification) as of the Closing Date as if made on the Closing Date; (iii) the Consulting Agreement, executed by Buyer; (iv) the Leases executed by Buyer; and (v) the Registration Rights Agreement executed by Buyer.