Common use of Closing Transactions Clause in Contracts

Closing Transactions. Subject to the conditions set forth in this Agreement, the Parties shall consummate the following “Closing Transactions” on the Closing Date: (i) The authorizing resolutions of each Party for the Modification Agreement, this Agreement, the other documents related thereto and the transactions contemplated therein; (ii) The execution and delivery by the Parties of the Modification Agreement, including the Amended and Restated Secured Promissory Note and other documents related thereto (collectively, the “Modification Documents”); (iii) The execution and delivery by the Seller Parties of a bill of sale and assignment and assumption agreement for the relevant Purchased Assets, in the form attached to Exhibit A (the “Bill of Sale/Assignment Agreement”); (iv) The execution and delivery by the Parties of a patent assignment agreement for the relevant Purchased Assets, in the form attached to Exhibit B (the “Patent Assignment”); (v) The execution and delivery by the Parties of a trademark assignment agreement for the relevant Purchased Assets, in the form attached to Exhibit C (the “Trademark Assignment”); (vi) The execution and delivery by the Parties of an intellectual property assignment agreement for the relevant Purchased Assets, in the form attached to Exhibit D (the “IP Assignment”); (vii) The execution and delivery by the Seller Parties of a limited power of attorney to facilitate the sale, conveyance, assignment, transfer and delivery to Buyer of the Purchased Assets, in the form attached to Exhibit E (the “Power of Attorney”); (viii) The execution and delivery of the Eyce Agreement Amendment by the parties thereto, in the form attached to Exhibit F; (ix) The execution and delivery of the DaVinci Agreement Amendment by the parties thereto, in the form attached to Exhibit G; (x) The execution and delivery of the License Termination by ▇▇▇▇ and Warehouse, in the form attached to Exhibit H; (xi) The execution and delivery of the Termination Agreement by Warehouse, ▇▇▇▇ Brands, LLC, ▇▇▇▇▇ ▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇, in the form attached to Exhibit I; and (xii) The execution and delivery of such other instruments of sale, transfer, assignment, conveyance and delivery, warranty assignments of leases, assignments, and all other instruments of conveyance which are necessary or desirable to effect the transfer to Buyer of good and marketable title to the Purchased Assets (free and clear of all Liens), it being understood that all of the foregoing shall be reasonably satisfactory in form and substance to Buyer and its counsel.

Closing Transactions. Subject (a) As promptly as reasonably practicable following the date of this Agreement, but in no event later than ten (10) Business Days prior to the Closing Date, Acquiror shall appoint Continental Stock Transfer & Trust Company (or its applicable Affiliate) as an exchange agent (the “Exchange Agent”) and enter into an exchange agent agreement with the Exchange Agent (in form and substance reasonably satisfactory to the Company) for the purpose of exchanging Certificates, if any, representing the Company Shares and each Company Share held in book-entry form on the stock transfer books of the Company immediately prior to the Effective Time, in either case, for the portion of the Transaction Share Consideration issuable in respect of such Company Shares pursuant to Section 2.01 and on the terms and subject to the other conditions set forth in this Agreement. Notwithstanding the foregoing or anything to the contrary herein, in the Parties event that Continental is unable or unwilling to serve as the Exchange Agent, then Acquiror and the Company shall, as promptly as reasonably practicable thereafter, but in no event later than the Closing Date, mutually agree upon an exchange agent (in either case, such agreement not to be unreasonably withheld, conditioned or delayed), Acquiror shall consummate appoint and enter into an exchange agent agreement with such exchange agent, who shall for all purposes under this Agreement constitute the following Exchange Agent, in form and substance reasonably satisfactory to the Company. (b) At the Effective Time, Acquiror shall deposit, or cause to be deposited, with the Exchange Agent, for the benefit of the Company Stockholders and for exchange in accordance with this Section 3.05 through the Exchange Agent, evidence of Acquiror Shares in book-entry form representing the portion of the Transaction Share Consideration issuable pursuant to Section 2.01 in exchange for the Company Shares outstanding immediately prior to the Effective Time. All shares in book-entry form representing the portion of the Transaction Share Consideration issuable pursuant to Section 2.01 deposited with the Exchange Agent shall be referred to in this Agreement as the “Closing Transactions” Exchange Fund”. (c) Each Company Stockholder whose Company Shares have been converted into the right to receive a portion of the Transaction Share Consideration pursuant to Section 2.01 shall be entitled to receive the portion of the Transaction Share Consideration to which he, she or it is entitled on the Closing Date:. (d) Acquiror and the Company shall take all necessary actions to cause the applicable portion of the Transaction Share Consideration to be issued to the applicable Company Stockholder in book-entry form on the Closing Date. (e) If any portion of the Transaction Share Consideration is to be issued to a Person other than the Company Stockholder in whose name the surrendered Certificate or the transferred Company Share in book-entry form is registered, it shall be a condition to the issuance of the applicable portion of the Transaction Share Consideration that (i) The authorizing resolutions of each Party either such Certificate shall be properly endorsed or shall otherwise be in proper form for the Modification Agreement, this Agreement, the other documents related thereto transfer or such Company Share in book-entry form shall be properly transferred and the transactions contemplated therein; (ii) The execution the Person requesting such consideration pay to the Exchange Agent any transfer Taxes required as a result of such consideration being issued to a Person other than the registered holder of such Certificate or Company Share in book-entry form or establish to the satisfaction of the Exchange Agent that such transfer Taxes have been paid or are not payable. (f) No interest will be paid or accrued on the Transaction Share Consideration (or any portion thereof). From and delivery after the Effective Time, until surrendered or transferred, as applicable, in accordance with this Section 3.05, each Company Share (other than, for the avoidance of doubt, any Dissenting Shares and the Company Shares cancelled and extinguished pursuant to Section 2.01(k)) shall solely represent the right to receive a portion of the Transaction Share Consideration to which such Company Share is entitled to receive pursuant to Section 2.01. (g) At the Effective Time, the stock transfer books of the Company shall be closed and there shall be no transfers of Company Shares that were outstanding immediately prior to the Effective Time. (h) Any portion of the Exchange Fund that remains unclaimed by the Parties Company Stockholders twelve (12) months following the Closing Date shall be delivered to Acquiror or as otherwise instructed by Acquiror, and any Company Stockholder who has not exchanged his, her or its Company Shares for the applicable portion of the Modification AgreementTransaction Share Consideration in accordance with this Section 3.05 prior to that time shall thereafter look only to Acquiror for the issuance of the applicable portion of the Transaction Share Consideration, including the Amended and Restated Secured Promissory Note and other documents related thereto (collectivelywithout any interest thereon. None of Acquiror, the “Modification Documents”); (iii) The execution and delivery Surviving Corporation or any of their respective Affiliates shall be liable to any Person in respect of any consideration delivered to a public official pursuant to any applicable abandoned property, unclaimed property, escheat, or similar Law. Any portion of the Transaction Share Consideration remaining unclaimed by the Seller Parties Company Stockholders immediately prior to such time when the amounts would otherwise escheat to or become property of a bill of sale and assignment and assumption agreement for the relevant Purchased Assetsany Governmental Authority shall become, in the form attached to Exhibit A (the “Bill of Sale/Assignment Agreement”); (iv) The execution and delivery by the Parties of a patent assignment agreement for the relevant Purchased Assets, in the form attached to Exhibit B (the “Patent Assignment”); (v) The execution and delivery by the Parties of a trademark assignment agreement for the relevant Purchased Assets, in the form attached to Exhibit C (the “Trademark Assignment”); (vi) The execution and delivery by the Parties of an intellectual property assignment agreement for the relevant Purchased Assets, in the form attached to Exhibit D (the “IP Assignment”); (vii) The execution and delivery by the Seller Parties of a limited power of attorney to facilitate the sale, conveyance, assignment, transfer and delivery to Buyer of the Purchased Assets, in the form attached to Exhibit E (the “Power of Attorney”); (viii) The execution and delivery of the Eyce Agreement Amendment by the parties thereto, in the form attached to Exhibit F; (ix) The execution and delivery of the DaVinci Agreement Amendment by the parties thereto, in the form attached to Exhibit G; (x) The execution and delivery of the License Termination by ▇▇▇▇ and Warehouse, in the form attached to Exhibit H; (xi) The execution and delivery of the Termination Agreement by Warehouse, ▇▇▇▇ Brands, LLC, ▇▇▇▇▇ ▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇, in the form attached to Exhibit I; and (xii) The execution and delivery of such other instruments of sale, transfer, assignment, conveyance and delivery, warranty assignments of leases, assignments, and all other instruments of conveyance which are necessary or desirable to effect the transfer to Buyer of good and marketable title to the Purchased Assets (extent permitted by applicable Law, the property of Acquiror free and clear of all Liens), it being understood that all any claims or interest of the foregoing shall be reasonably satisfactory in form and substance to Buyer and its counselany Person previously entitled thereto.

Closing Transactions. (a) Subject to the terms and conditions set forth in of this Agreement, the Parties transactions described in this Agreement shall consummate be consummated (the “Closing”) at the offices of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇, ▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, 10:00 a.m. (local time), on the first business day following the date on which the conditions to the Closing set forth in Article 3 have been satisfied or waived, or at such other place, time or date as Seller and Purchaser may agree. The date of the Closing is referred to herein as the “Closing Date”. (b) At the Closing, the Seller shall execute and deliver to the Purchaser the following “Closing Transactions” on the Closing Date: (i) The authorizing resolutions of each Party for the Modification Agreement, this Agreement, the other documents related thereto agreements and the transactions contemplated therein; (ii) The execution and delivery by the Parties of the Modification Agreement, including the Amended and Restated Secured Promissory Note and other documents related thereto instruments (collectively, the “Modification Closing Documents”);): (iiii) The execution and delivery by the Seller Parties an assignment of a bill of sale and assignment and assumption agreement for the relevant Purchased AssetsAssigned Trademark, in substantially the form attached to hereto as Exhibit A (the “Bill of Sale/Assignment Agreement”); (iv) The execution and delivery by the Parties of a patent assignment agreement for the relevant Purchased Assets, in the form attached to Exhibit B (the “Patent Assignment”); (v) The execution and delivery by the Parties of a trademark assignment agreement for the relevant Purchased Assets, in the form attached to Exhibit C (the “Trademark Assignment”); (viii) The execution and delivery by an assignment of the Parties of an intellectual property assignment agreement for the relevant Purchased Assets, ANDAs in substantially the form attached to hereto as Exhibit D B (the “IP Regulatory Assignment”); (viiiii) The execution and delivery by the Seller Parties a ▇▇▇▇ of a limited power of attorney to facilitate the sale, conveyance, assignment, transfer and delivery to Buyer in substantially the form attached hereto as Exhibit C (the “▇▇▇▇ of Sale” ) transferring ownership of the Purchased AssetsInventory to Purchaser; (iv) an assignment and assumption agreement, substantially in the form attached hereto as Exhibit D (the “Assignment and Assumption Agreement”), pursuant to which Seller assigns to Purchaser, Seller’s right, title and interest under the Assumed Contracts and Seller assumes Seller’s obligations thereunder; (v) a transition services agreement, substantially in the form attached hereto as Exhibit E (the “Power of AttorneyTransition Services Agreement”);, pursuant to which Seller shall provide to Purchaser certain services in connection with the Products until January 31, 2000. (viiivi) The execution and delivery an opinion of the Eyce Agreement Amendment by the parties thereto, in the form attached to Exhibit F; (ix) The execution and delivery of the DaVinci Agreement Amendment by the parties thereto, in the form attached to Exhibit G; (x) The execution and delivery of the License Termination by ▇▇▇▇ and Warehouse, in the form attached to Exhibit H; (xi) The execution and delivery of the Termination Agreement by Warehouse, ▇▇▇▇ Brands, LLC, ▇▇▇▇▇ ▇▇▇▇ and ▇▇▇▇▇▇▇ & ▇▇▇▇▇, counsel to Seller solely as to due incorporation, due authorization, execution, delivery and enforceability. (vii) a certificate of an executive officer of Seller confirming the satisfaction of the conditions set forth in Section 3.1; (viii) a certificate of the form attached Secretary or an Assistant Secretary of Seller certifying as to Exhibit I(A) Seller’s charter documents, (B) Seller’s good standing, (C) the resolutions in which Seller’s board of directors approved this Agreement, the Closing Documents and the transactions contemplated hereby and thereby, and (D) the incumbency of Seller’s officers who execute any documents on behalf of Seller in connection with this Agreement; (ix) the Release; (x) a consent executed by Oread, Inc. consenting to the assignment by Seller to Purchaser of the Manufacturing Agreement; and (xiixi) The execution a release from PNC Bank, National Association and delivery BankAmerica Business Credit Inc. substantially in the form of such other instruments Exhibit F hereto and the related UCC-3s. (c) At the Closing, the Purchaser shall execute and/or deliver to the Seller: (i) by wire transfer to a bank designated by Seller, in immediately available funds, an amount equal to the Purchase Price; (ii) the Trademark Assignment; (iii) the Regulatory Assignment; (iv) the ▇▇▇▇ of saleSale; (v) the Assignment and Assumption Agreement; (vi) the Transition Services Agreement; (vii) a certificate of an executive officer of Purchaser confirming the satisfaction of the conditions set forth in Section 3.2; and (viii) a certificate of the Secretary or an Assistant Secretary of Purchaser certifying as to (A) Purchaser’s charter documents, transfer(B) Purchaser’s good standing, assignment(C) the resolutions in which Purchaser’s board of directors approved this Agreement, conveyance the Closing Documents and delivery, warranty assignments of leases, assignmentsthe transactions contemplated hereby and thereby, and all other instruments (D) the incumbency of conveyance which are necessary or desirable to effect the transfer to Buyer Purchaser’s officers who execute any documents on behalf of good and marketable title to the Purchased Assets (free and clear of all Liens), it being understood that all of the foregoing shall be reasonably satisfactory Purchaser in form and substance to Buyer and its counselconnection with this Agreement.

Closing Transactions. Subject At the Closing, the following shall occur: (a) the Investor shall deliver to the conditions set forth in Company the stock certificate(s) evidencing the shares of Series A Preferred Stock to be surrendered by it under this Agreement, in each case together with stock powers duly endorsed in blank or a lost stock affidavit in form and substance reasonably acceptable to the Parties Company; (b) the Company shall consummate deliver to the following “Closing Transactions” on Investor the Closing Date:Series B Preferred Stock to be issued by it under this Agreement in the form of a stock certificate issued in the Investor's name; (c) the Company shall deliver to the Investor evidence reasonably satisfactory to the Investor to the effect that (i) The authorizing resolutions the Certificate of each Party Designation relating to the Series B Preferred Stock has been accepted for filing by the Secretary of State for the Modification AgreementState of Delaware, this Agreement(ii) the exchanges contemplated by the Other Exchange Agreements have been consummated, and (iii) each director entitled to be designated by the other documents related thereto and Investor pursuant to the transactions contemplated thereinCertificate of Designation relating to the Series B Preferred Stock has, if named by the Investor, been duly elected to the Board of Directors of the Company; (iid) The execution the Investor and delivery by the Parties of Company shall execute and deliver the Modification Agreement, including Investors' Agreement in the Amended form annexed to this Agreement as EXHIBIT B and Restated Secured Promissory Note and other documents related thereto (collectively, the “Modification Documents”)Registration Rights Agreement in the form annexed hereto as EXHIBIT C; (iiie) The execution KPS Management, the Investor and delivery by the Seller Parties Company shall execute and deliver the Termination Agreement in the form annexed hereto as EXHIBIT D; (f) the Company and General Electric Capital Corporation shall enter into an amendment to the Company's Credit Agreement, dated as of a bill of sale and assignment and assumption agreement for the relevant Purchased AssetsJuly 20, 2000, in the form attached to Exhibit A (the “Bill of Sale/Assignment Agreement”);annexed hereto as EXHIBIT E; and (ivg) The execution the Company and delivery by the Parties each of Michael A. Wysocki and Charter shall enter into a patent assignment agreement for the relevant Purchased Assets, in the form attached to Exhibit B (the “Patent Assignment”); (v) The execution and delivery by the Parties of a trademark assignment agreement for the relevant Purchased Assets, in the form attached to Exhibit C (the “Trademark Assignment”); (vi) The execution and delivery by the Parties of an intellectual property assignment agreement for the relevant Purchased Assets, in the form attached to Exhibit D (the “IP Assignment”); (vii) The execution and delivery by the Seller Parties of a limited power of attorney to facilitate the sale, conveyance, assignment, transfer and delivery to Buyer of the Purchased Assets, in the form attached to Exhibit E (the “Power of Attorney”); (viii) The execution and delivery of the Eyce Agreement Amendment by the parties thereto, in the form attached to Exhibit F; (ix) The execution and delivery of the DaVinci Agreement Amendment by the parties thereto, in the form attached to Exhibit G; (x) The execution and delivery of the License Termination by Credit Enhancement Agr▇▇▇▇▇▇ and Warehouse, in the form attached to Exhibit H; (xi) The execution and delivery of the Termination Agreement by Warehouse, ▇▇▇▇ Brands, LLC, ▇▇▇▇▇ ▇▇▇▇ annexed hereto as EXHIBIT F and ▇▇▇▇▇▇▇ ▇▇▇▇, an Option Agreement in the form attached to Exhibit I; and (xii) The execution and delivery of such other instruments of sale, transfer, assignment, conveyance and delivery, warranty assignments of leases, assignments, and all other instruments of conveyance which are necessary or desirable to effect the transfer to Buyer of good and marketable title to the Purchased Assets (free and clear of all Liens), it being understood that all of the foregoing shall be reasonably satisfactory in form and substance to Buyer and its counsel.annexed hereto as EXHIBIT G. SECTION 3

Closing Transactions. Subject In connection with the Closing, on the terms and subject to the conditions set forth in this Agreement, the Parties following transactions shall consummate occur in the following “Closing Transactions” on the Closing Dateorder set forth in this Section 2.01: (ia) The authorizing resolutions of each Party for the Modification Agreement, this Agreement, the other documents related thereto Company Note Conversion and the transactions contemplated thereinCompany Warrant Settlement shall be consummated; (iib) The execution the Blocker Restructuring and delivery by the Parties of the Modification Agreement, including the Amended and Restated Secured Promissory Note and other documents related thereto (collectively, the “Modification Documents”)Company Recapitalization shall be consummated; (iiic) The execution and delivery by the Seller Parties of a bill of sale and assignment and assumption agreement for the relevant Purchased Assets, in the form attached to Exhibit A (the “Bill of Sale/Assignment Agreement”)Domestication Merger shall be consummated; (ivd) The execution and delivery unless otherwise waived by the Parties Company (it being understood that no approval of a patent assignment agreement Pace or the Surviving Corporation shall be required for such waiver), the relevant Purchased Assetsinvestors party to the Subscription Agreements shall purchase, and the Surviving Corporation shall issue and sell to the investors the number of shares of Surviving Corporation Class A Common Stock pursuant to and as set forth in the form attached to Exhibit B (Subscription Agreements against payment of the “Patent Assignment”)amounts set forth in the Subscription Agreements; (ve) The execution and delivery unless otherwise waived by the Parties Company (it being understood that no approval of a trademark assignment agreement Pace or the Surviving Corporation shall be required for such waiver), subject to Section 4.01(g)(i), the relevant Purchased Assetsinvestors party to the Forward Purchase Agreements shall purchase, and the Surviving Corporation shall issue and sell to such investors, the number of shares of Surviving Corporation Class A Common Stock pursuant to and as set forth in the form attached to Exhibit C (Forward Purchase Agreements against payment of the “Trademark Assignment”)amounts set forth in the Forward Purchase Agreements; (vif) The execution and delivery by the Parties of an intellectual property assignment agreement for the relevant Purchased Assets, in the form attached to Exhibit D (the “IP Assignment”)Reverse Blocker Mergers shall be consummated substantially simultaneously; (viig) The execution and delivery by the Seller Parties of a limited power of attorney to facilitate the sale, conveyance, assignment, transfer and delivery to Buyer of the Purchased Assets, in the form attached to Exhibit E (the “Power of Attorney”); (viii) The execution and delivery of the Eyce Agreement Amendment by the parties thereto, in the form attached to Exhibit F; (ix) The execution and delivery of the DaVinci Agreement Amendment by the parties thereto, in the form attached to Exhibit G; (x) The execution and delivery of the License Termination by ▇▇▇▇ and Warehouse, in the form attached to Exhibit H; (xi) The execution and delivery of the Termination Agreement by Warehouse, ▇▇▇▇ Brands, LLC, ▇▇▇▇▇ ▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇, in the form attached to Exhibit IDirect Blocker Mergers shall be consummated substantially simultaneously; and (xiih) The execution and delivery of such other instruments of sale, transfer, assignment, conveyance and delivery, warranty assignments of leases, assignments, and all other instruments of conveyance which are necessary or desirable to effect the transfer to Buyer of good and marketable title to the Purchased Assets (free and clear of all Liens), it being understood that Surviving Corporation shall contribute all of the foregoing assets then held by the Surviving Corporation (other than Equity Interests of the Company) to the Company in exchange for such number of Company Up-C Units such that, after giving effect to such exchange and the Blocker Mergers, the Surviving Corporation shall hold a number of Company Up-C Units equal to the number of shares of Surviving Corporation Class A Common Stock (after giving effect to the conversion of the Surviving Corporation Class F Common Stock in accordance with the Surviving Corporation Certificate of Incorporation) and Surviving Corporation Class G Common Stock issued and outstanding immediately after giving effect to the Transactions. A portion of such Company Up-C Units shall be reasonably satisfactory subject to forfeiture in form and substance certain circumstances pursuant to Buyer and its counselthe terms of the Fourth A&R LLCA.

Closing Transactions. Subject Upon the terms and subject to the conditions set forth in this Agreement, the Parties shall consummate parties agree that at the following “Closing Transactions” on the Closing DateClosing, among other things: (i) The authorizing resolutions Black & Decker will cause each Seller of each Party for the Modification Agreement, Transferred Assets a▇ ▇▇▇ted on Attachment I to transfer to a Buyer Company designated by Buyer all Transferred Assets of such Seller and such Buyer Company will assume all Assumed Liabilities of such Seller in accordance with this Agreement, the other documents related thereto and the transactions contemplated therein; (ii) The execution to effect the transfer of the Transferred Assets and delivery the assumption of the Assumed Liabilities contemplated by the Parties foregoing clause (i), each Seller of Transferred Assets and a Buyer Company shall execute and deliver (a) a Supplemental Asset Sale Agreement and all exhibits, schedules and attachments thereto, substantially in the form attached hereto as Attachment II and modified to the extent necessary to comply with the laws of, and to ensure its enforceability in, the nation in which each Glass Machinery Unit to which such Supplemental Asset Sale Agreement relates is located, in a manner which as closely comports with the intent of the Modification provisions of this Agreement, including the Amended Supplemental Asset Sale Agreement and Restated Secured Promissory Note all exhibits, schedules and other documents related attachments thereto as is permitted by such laws and (collectively, b) the “Modification Documents”)Intellectual Property Assignment Agreements; (iii) The execution and delivery Black & Decker will cause each Seller of Shares as listed on ▇▇▇▇▇▇ment I to transfer to Buyer or a Buyer Company designated by the Seller Parties Buyer all Shares of a bill of sale and assignment and assumption agreement for the relevant Purchased Assets, in the form attached to Exhibit A (the “Bill of Sale/Assignment Agreement”)such Seller; (iv) The execution and delivery to effect the transfer of the Shares contemplated by the Parties foregoing clause (iii) and the transfer and assignment of Excluded Assets and Excluded Liabilities from a patent assignment agreement for Glass Machinery Share Company to the relevant Purchased AssetsSeller of the Shares thereof, each Seller of Shares and a Buyer Company shall execute and deliver a Supplemental Share Sale Agreement and all exhibits, schedules and attachments thereto, substantially in the form attached hereto as Attachment II and modified to Exhibit B (the “Patent Assignment”)extent necessary to comply with the laws of, and to ensure its enforceability in, the nation in which each Glass Machinery Company to which such Supplemental Share Sale Agreement relates is organized, in a manner which as closely comports with the intent of the provisions of this Agreement, the Supplemental Share Sale Agreement and all exhibits, schedules and attachments thereto as is permitted by such laws; (v) The execution to effect the license of certain rights in respect of certain Intellectual Property, Black & Decker and delivery by Buyer shall execute the Parties of a trademark assignment agreement for the relevant Purchased Assets, Trademark Agreement su▇▇▇▇▇▇ially in the form attached contemplated by Attachment III to Exhibit C (the “Trademark Assignment”)this Agreement; (vi) The execution Black & Decker and delivery by Buyer shall execute and deliver the Parties of an intellectual property assignment agreement for the relevant Purchased Assets, Services A▇▇▇▇▇▇nt substantially in the form attached to Exhibit D (the “IP Assignment”)contemplated by Attachment XIV of this Agreement; (vii) The execution Buyer shall pay and delivery deliver to Black & Decker, for its own account and as agent for the Sellers ▇▇ ▇▇count of the Adjusted Purchase Price, the amount of $178,656,000 in immediately available funds by the Seller Parties of a limited power of attorney wire transfer to facilitate the sale, conveyance, assignment, transfer and delivery one single account designated by Black & Decker (which account shall be designated by Black & Decker by writt▇▇ notice to Buyer of at least two Business Day▇ ▇▇▇▇r to the Purchased AssetsClosing Date, in the form attached or such shorter notice as Buyer shall agree to Exhibit E (the “Power of Attorney”accept); (viii) The execution and delivery Black & Decker shall deliver resignation letters of the Eyce Agreement Amendment by the parties thereto, in the form attached to Exhibit F; (ix) The execution and delivery members of the DaVinci Agreement Amendment by the parties thereto, in the form attached to Exhibit G; (x) The execution and delivery of the License Termination by ▇▇▇▇ and Warehouse, in the form attached to Exhibit H; (xi) The execution and delivery of the Termination Agreement by Warehouse, ▇▇▇▇ Brands, LLC, ▇▇▇t▇▇ ▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇, rds of directors or the manager board (in the form attached to Exhibit I; and (xii) The execution and delivery of such other instruments of sale, transfer, assignment, conveyance and delivery, warranty assignments of leases, assignments, and all other instruments of conveyance which are necessary or desirable to effect the transfer to Buyer of good and marketable title to the Purchased Assets (free and clear of all Liens), it being understood that all case of the foregoing shall be reasonably satisfactory in form and substance to Buyer and its counselS.r.

Closing Transactions. Subject (a) At the Closing, Seller will deliver to the conditions set forth in this Agreement, the Parties shall consummate the following “Closing Transactions” on the Closing DatePurchaser: (i) The authorizing resolutions such appropriately executed deeds (in recordable form), bills of each Party for sale, assignments, local asset transfer agreements and other instruments of transfer relating to the Modification Agreement, this Agreement, the other documents related thereto Acquired Assets in form and the transactions contemplated thereinsubstance reasonably satisfactory to Purchaser and its counsel; (ii) The execution and delivery certificates representing the Acquired Shares, duly endorsed in blank or accompanied by the Parties of the Modification Agreementstock powers duly endorsed in blank in proper form for transfer, including the Amended and Restated Secured Promissory Note and other documents related thereto (collectivelywith appropriate transfer stamps, the “Modification Documents”)if any, affixed; (iii) The execution an Intellectual Property License Agreement whereby Purchaser will grant a non-exclusive license of the specified Application Technology to Seller and delivery by the Seller Parties of a bill of sale and assignment and assumption agreement for the relevant Purchased Assetsits Affiliates, substantially in the form attached to hereto as Exhibit A A-1 (the “Bill Technology License Agreement”), duly executed by the applicable Seller entity or its Affiliate; (iv) an Intellectual Property License Agreement whereby Seller will grant an exclusive license of Sale/the Polymerization Technology as used in the Cariflex Business as of the Closing Date to Purchaser and its Affiliates, substantially in the form attached hereto as Exhibit A-2 (the “Polymerization License Agreement”), duly executed by the applicable Seller entity or its Affiliate; (v) an assignment of the Acquired Intellectual Property owned by Seller to Purchaser, substantially in the form attached hereto as Exhibit A-3 (the “IP Assignment Agreement”); (ivvi) The execution a shared site agreement with respect to the research facility and delivery by the Parties of a patent assignment agreement for the relevant Purchased warehouse and distribution center that are Retained Assets, substantially in the form attached to hereto as Exhibit B (the “Patent AssignmentShared Site Agreement”), duly executed by the applicable Seller entity or its Affiliate; (vii) a sublease for a portion of Seller’s research facility located in Amsterdam substantially in the form attached hereto as Exhibit C (the “Amsterdam Sublease”), duly executed by the applicable Seller entity or its Affiliate; (viii) a supply agreement substantially in the form attached hereto as Exhibit D (the “Supply Agreement”), duly executed by the applicable Seller entity or its Affiliate; (ix) a technical services agreement substantially in the form attached hereto as Exhibit E (the “Technical Services Agreement”), duly executed by the applicable Seller entity or its Affiliate; (x) a transition services agreement substantially in the form attached hereto as Exhibit F (the “Transition Services Agreement”), duly executed by the applicable Seller entity or its Affiliate; (xi) a certificate duly executed by an authorized officer of each Seller substantially in the forms attached hereto as Exhibit G-1(A) and Exhibit G-1(B), dated as of the Closing, certifying on behalf of such Seller that the conditions set forth in Section 7.1(a) and Section 7.1(b) have been fulfilled; (xii) a certificate substantially in the forms attached hereto as Exhibit H-1(A) and Exhibit H-1(B) of the secretary or assistant secretary of each Seller dated as of the Closing Date and attaching (1) a copy of each Seller’s governing documents; (2) a certificate of good standing or its equivalent of each Seller entity from the jurisdiction of organization of such Seller entity, issued not more than five Business Days prior to the Closing Date; and (3) resolutions of the governing body of each Seller entity authorizing such Seller entity to enter into and perform the Transaction; (xiii) the resignations of the officers and directors of the Acquired Entities who are listed on Schedule 3.4(a)(xiii); and (xiv) such other documents, instruments and agreements as Purchaser reasonably requests for the purpose of consummating the Transaction. (b) At the Closing, Purchaser will deliver to Seller: (i) an amount equal to the Estimated Purchase Price by wire transfer of immediately available funds to the accounts specified by Seller; (ii) a duly executed copy of such appropriately executed deeds (in recordable form), bills of sale, assignments, local asset transfer agreements and other instruments of transfer relating to the Acquired Assets as are delivered by Seller to Purchaser in accordance with Section 3.4(a)(i); (iii) an accurate and complete copy of the issued Policy; (iv) the Polymerization License Agreement, duly executed by Purchaser; (v) The execution and delivery the Technology License Agreement, duly executed by the Parties of a trademark assignment agreement for the relevant Purchased Assets, in the form attached to Exhibit C (the “Trademark Assignment”)Purchaser; (vi) The execution and delivery the Shared Site Agreement, duly executed by the Parties of an intellectual property assignment agreement for the relevant Purchased Assets, in the form attached to Exhibit D (the “IP Assignment”)Purchaser; (vii) The execution and delivery the Amsterdam Sublease, duly executed by the Seller Parties of a limited power of attorney to facilitate the sale, conveyance, assignment, transfer and delivery to Buyer of the Purchased Assets, in the form attached to Exhibit E (the “Power of Attorney”)Purchaser; (viii) The execution and delivery of the Eyce Agreement Amendment Supply Agreement, duly executed by the parties thereto, in the form attached to Exhibit FPurchaser; (ix) The execution and delivery of the DaVinci Agreement Amendment Technical Services Agreement, duly executed by the parties thereto, in the form attached to Exhibit GPurchaser; (x) The execution and delivery of the License Termination Transition Services Agreement, duly executed by ▇▇▇▇ and Warehouse, in the form attached to Exhibit HPurchaser; (xi) The execution and delivery a certificate duly executed by an authorized officer of the Termination Agreement by Warehouse, ▇▇▇▇ Brands, LLC, ▇▇▇▇▇ ▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇, Purchaser substantially in the form attached hereto as Exhibit G-2 dated as of the Closing, certifying on behalf of Purchaser that the conditions set forth in Section 7.2(a) and Section 7.2(b) have been fulfilled; (xii) a certificate substantially in the form attached hereto as Exhibit H-2 of the secretary or assistant secretary of Purchaser dated as of the Closing Date and attaching (1) Purchaser’s governing documents; (2) a certificate of good standing or its equivalent of Purchaser from the jurisdiction of organization of Purchaser, issued not more than five Business Days prior to Exhibit Ithe Closing Date; and (3) resolutions of the governing body of Purchaser authorizing Purchaser and its Affiliates to enter into and perform the Transaction; and (xiixiii) The execution and delivery of such other documents, instruments and agreements as Seller reasonably requests for the purpose of sale, transfer, assignment, conveyance and delivery, warranty assignments of leases, assignments, and all other instruments of conveyance which are necessary or desirable to effect consummating the transfer to Buyer of good and marketable title to the Purchased Assets (free and clear of all Liens), it being understood that all of the foregoing shall be reasonably satisfactory in form and substance to Buyer and its counselTransaction.

Closing Transactions. Subject to On the conditions set forth in this AgreementClosing Date, the Parties shall consummate the following “Closing Transactions” (all of which, when consummated on the Closing Date:, shall be deemed to have been consummated simultaneously): (i) The authorizing resolutions Buyer shall pay to Sellers (or to an Affiliate of each Party for Sellers designated by Sellers), by wire transfer to an account or accounts designated by Sellers in writing prior to the Modification AgreementClosing Date, this Agreementin immediately available funds, an aggregate amount equal to the other documents related thereto and Purchase Price, minus the transactions contemplated therein;Holdback Amount. (ii) The execution and delivery Each Key Employee shall have delivered to Buyer a copy of such Key Employee’s Key Employee Employment Agreement duly executed by the Parties of the Modification Agreement, including the Amended and Restated Secured Promissory Note and other documents related thereto (collectively, the “Modification Documents”)such Key Employee; (iii) The execution Sellers shall deliver to Buyer each of the following: A. all of the Purchased Assets (subject to Section 2.3); B. a certificate of good standing for each Seller (to the extent such a document is applicable to the jurisdiction of such Seller); C. an Assignment and delivery Assumption and Bill of Sale, duly executed by the Seller Parties of a bill of sale and assignment and assumption agreement for the relevant Purchased Assetseach Seller, in the form attached to this Agreement as Exhibit A (the “Assignment and Assumption and Bill of Sale/Assignment Agreement”); D. the Patent Assignment Agreement, including all individual assignment and deeds attached thereto, duly executed by Sellers and their Subsidiaries (iv) The execution and delivery by the Parties of a patent assignment agreement for the relevant Purchased Assets, which shall include notarizations as specified in the form attached to Exhibit B (the “Patent Assignment”Assignment Agreement); (v) The execution and delivery E. each Transition Services Agreement duly executed by the Parties of a trademark assignment agreement for Sellers party thereto; F. the relevant Purchased AssetsLocal Transfer Agreements, in the form attached to Exhibit C (the “Trademark Assignment”); (vi) The execution and delivery by the Parties of an intellectual property assignment agreement for the relevant Purchased Assetseach case, in the form attached to Exhibit D (the “IP Assignment”); (vii) The execution and delivery duly executed by the Seller Parties party thereto; G. a duly executed and properly completed Internal Revenue Service Form W-9 or W-8, as applicable, of a limited power of attorney to facilitate the saleeach Seller, conveyance, assignment, transfer and delivery to Buyer establishing an exemption from U.S. federal backup withholding; H. copies of the Purchased Assets, in the form attached to Exhibit E (the “Power of Attorney”); (viii) The execution and delivery of the Eyce Agreement Amendment resolutions duly adopted by the parties theretoboard of directors of each Seller authorizing the execution, in delivery and performance of this Agreement and the form attached to Exhibit F; (ix) The execution Transaction Documents and delivery of approving the DaVinci Agreement Amendment by the parties thereto, in the form attached to Exhibit G; (x) The execution and delivery of the License Termination by ▇▇▇▇ and Warehouse, in the form attached to Exhibit H; (xi) The execution and delivery of the Termination Agreement by Warehouse, ▇▇▇▇ Brands, LLC, ▇▇▇▇▇ ▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇, in the form attached to Exhibit Itransactions contemplated hereby; and (xii) The execution and delivery of I. such other documents or instruments as Buyer may reasonably request to effect the transactions contemplated hereby, including any deeds, bills of sale, transferendorsements, assignmentconsents, conveyance assignments and delivery, warranty assignments of leases, assignments, other good and all other sufficient instruments of conveyance which are and assignment as Buyer shall deem reasonably necessary to vest in Buyer or desirable one or more of its designees all right, title and interest in, to effect the transfer to Buyer of good and marketable title to under the Purchased Assets (in the manner described herein free and clear of all Liens). (iv) Buyer shall deliver to Seller: A. the Assignment and Assumption and Bill of Sale duly executed by ▇▇▇▇▇ and the Affiliate of Buyer party thereto; B. the Patent Assignment Agreement duly executed by ▇▇▇▇▇; C. each Transition Services Agreement duly executed by Buyer party thereto; D. the Local Transfer Agreements, it being understood in each case, duly executed by ▇▇▇▇▇’s Affiliate that all of the foregoing shall be reasonably satisfactory in form and substance to Buyer and its counselis party thereto.

Closing Transactions. Subject to At the conditions set forth in this AgreementClosing, the Parties following transactions shall consummate occur, all of such transactions being deemed to occur simultaneously: (a) Rare Telephony and all holders of the Rare Telephony Common Stock shall take, or shall cause to be taken, the following “Closing Transactions” on the Closing Dateactions: (i) The authorizing resolutions Each of each Party for the Modification Agreement, this Agreement, holders of Rare Telephony Common Stock (other than Dissenting Shareholders) shall surrender and deliver to the other documents related thereto and Sub as the transactions contemplated thereinSurviving Corporation the certificate or certificates representing all of their shares of Rare Telephony Common Stock; (ii) The execution Each of the holders of Rare Telephony Common Stock (other than Dissenting Shareholders) shall, to the extent necessary to comply with applicable federal and delivery state securities laws (including, if applicable, Rule 145 promulgated under the Act), execute and deliver at the Closing a copy of an investment letter in a form mutually agreed upon by the Parties of the Modification Agreement, including the Amended parties and Restated Secured Promissory Note and other documents related thereto attached to this Agreement as Exhibit 2.2(a)(ii) (collectively, the “Modification Documents”"Investment Letter"); (iii) The execution Any outstanding shareholder agreements relating to Rare Telephony Common Stock shall have been terminated and delivery by the Seller Parties evidence of a bill of sale and assignment and assumption agreement for the relevant Purchased Assets, in the form attached such termination satisfactory to Exhibit A (the “Bill of Sale/Assignment Agreement”)Acquiror shall have been delivered to Acquiror; (iv) The execution Rare Telephony and delivery by the Parties holders of a patent assignment agreement for Rare Telephony Common Stock shall execute and deliver, and file or cause to be filed with the relevant Purchased AssetsSecretary of State of the State of Nevada, in the form attached to Exhibit B Articles of Merger (or Certificate of Merger) with such amendments thereto as the “Patent Assignment”)parties hereto shall deem mutually acceptable; (v) The execution A certificate shall be executed by Rare Telephony and delivery the holders of Rare Telephony Common Stock to the effect that all representations and warranties made by Rare Telephony and the Parties Rare Telephony Shareholders under this Agreement are true and correct as of a trademark assignment agreement for the relevant Purchased AssetsClosing, in the form attached as though originally given to Exhibit C (the “Trademark Assignment”)Acquiror and Sub on said date; (vi) The execution Certificates of good standing shall be delivered by Rare Telephony from the Secretary of State of the State of Nevada or the Secretary of State of the State of Delaware, as the case may be, dated at or about the Closing, to the effect that Rare Telephony, Cash Back Rebates LD.com, Inc., a Delaware ▇▇▇▇▇▇ation ("Cash Back") and delivery by Free dot Calling.com, Inc., a Nevada ▇▇▇▇▇▇▇▇▇▇n ("Free"), are in good standing under the Parties laws of an intellectual property assignment agreement for the relevant Purchased AssetsState of Nevada or Delaware, in as the form attached to Exhibit D (the “IP Assignment”)case may be; (vii) The execution An incumbency certificate shall be delivered by Rare Telephony, Cash Back and delivery Free signed by the Seller Parties of a limited power of attorney to facilitate the sale, conveyance, assignment, transfer and delivery to Buyer all of the Purchased Assets, in officers thereof dated at or about the form attached to Exhibit E (the “Power of Attorney”)Closing; (viii) The execution Certified Articles of Incorporation of Rare Telephony and delivery Cash Back shall be delivered by Rare Telephony dated at or about the Closing and a copy of the Eyce Agreement Amendment Bylaws of Rare Telephony and Cash Back certified by the parties theretoSecretary of Rare Telephony and Cash Back, in respectively, dated at or about the form attached to Exhibit FClosing; (ix) The execution Certified Board and delivery of the DaVinci Agreement Amendment shareholder resolutions shall be delivered by the parties thereto, in Secretary of Rare Telephony dated at or about the form attached to Exhibit GClosing authorizing the transactions contemplated under this Agreement; (x) The execution Rare Telephony and delivery the holders of Rare Telephony Common Stock shall execute and deliver the License Termination by ▇▇▇▇ Escrow Agreement to Acquiror and Warehouse, in the form attached to Exhibit HEscrow Agent; (xi) The A legal opinion from corporate counsel to Rare Telephony satisfactory to Acquiror's counsel shall be delivered by Rare Telephony opining, among other things, that the representations made in Sections 4.1(a), (b), (c)(i), (d) and (g) are true and correct; (xii) A legal opinion from telecommunications counsel to Rare Telephony satisfactory to Acquiror's counsel shall be delivered by Rare Telephony opining, among other things, that: (1) no consent, approval, order or authorization of, or registration, declaration or filing with, any court, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign, is required by or with respect to Rare Telephony in connection with the execution and delivery of the Termination this Agreement by WarehouseRare Telephony and the Rare Telephony Shareholders or the consummation by Rare Telephony and the Rare Telephony Shareholders of the transactions contemplated hereby, except certain filings with the Federal Communications Commission ("FCC") and state telecommunications agencies in connection with a change of control of Cash Back; (2) Cash Back has all telecommunications licenses, tariffs, permits, certificates and authorizations (collectively, "Telecommunications Licenses") needed or required for the conduct of Cash Back's business as presently conducted and for the use of its properties and premises occupied by it, except where the failure to obtain a licenses, permit, certificate or authorization would not have a Material Adverse Effect; (3) the Telecommunications Licenses are duly and validly issued, are in full force and effect, and are not now subject to any condition outside the ordinary course; (4) to the best of counsel's knowledge there is no outstanding adverse judgment, injunction, decree or order that has been issued by the FCC or any state telecommunications office or regulatory agency against Cash Back (or any predecessors in interest), or any action, proceeding, complaint, or investigation initiated by the FCC or any state telecommunications office or regulatory agency against Cash Back (or any predecessors in interest); and (5) neither the consummation of this Merger nor the execution of this Agreement shall result in any violation of the Communications Act of 1934, as amended, the FCC's rules, regulations, decisions or published policies, and will not cause any forfeiture or impairment of Cash Back's 214 license or any other Telecommunications License; (xiii) An exclusive license or assignment, satisfactory in the sole discretion of Acquiror, (or other license acceptable to Acquiror and its counsel) (the "Email License") for Cash Back, Free, or any other Acquiror subsidiary, in Acquiror's sole discretion, to use, for as long as is legally permissible, patent pending email business method which is the subject of a provisional patent application filed by John R. Flanagan for Peter ▇. ▇▇▇▇▇▇▇, ▇▇▇▇ Brands, LLC▇ntor, ▇▇▇▇▇ ▇▇▇▇▇ ▇, 2000 shall be delivered by Rare Telephony; (xiv) An agreement, satisfactory in the sole discretion of Acquiror, shall be delivered by Rare Telephony executed by Network Consulting Group, Inc. ("Network") and Acquiror, Rare Telephony or Cash Back, or any combination of said companies in Acquiror's sole discretion (the "Network Agreement"), which documents the fact that Network shall continue to pay and otherwise perform on all equipment leases outstanding as of the date of this Agreement for equipment used by Rare Telephony and Cash Back in their respective businesses (the "Network Equipment") throughout the term of said leases and, at the end of said leases, assuming any one of Acquiror, Sub, Free (as defined below) or Cash Back (as defined below), has paid either the $1 or FMV end of lease payment, shall ensure that title to the Network Equipment passes to Rare Telephony or Cash Back, or both in Acquiror's sole discretion; further the Network Agreement shall provide that Network shall take whatever action is requested by Acquiror or Sub to assign the Qwest Contract to Acquiror, Sub, or one of the Rare Companies, in the sole discretion of Acquiror, if and when Acquiror or Sub so requests; (xv) Documentation shall be delivered by Rare Telephony that documents to the sole satisfaction of Acquiror and its counsel, the transfer of the domain name "CASHBACKREBATESLD.COM" from ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇o Cash Back; (xvi) Rare Telephony shall execute and deliver the Funding Agreement, satisfactory in the form attached sole discretion of Acquiror, to Exhibit IAcquiror; (xvii) Rare Telephony shall deliver executed general releases, satisfactory in the sole discretion of Acquiror, from each of its directors, officers, consultants, employees and shareholders and from any Cash Back directors, officers, consultants, employees and shareholders requested by Acquiror agreeing to: (i) release Rare Telephony and Cash Back from any and all claims, liabilities, obligations and demands; (ii) terminate any employment agreements; and (iii) terminate any shareholder agreements; (xviii) Each of the parties to this Agreement shall have otherwise executed whatever documents and agreements, provided whatever consents or approvals and taken all such actions as are required under this Agreement; (xix) The Board of Directors of Cash Back and Free shall be reconstituted. Each of the existing members of Board of Directors of Cash Back and Free shall tender his resignation and nominate to their Board of Directors Frederick A. Moran to s▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇ director. The newly constituted Boards of Directors shall hold office in accordance with the DGCL or NRS, as the case may be, and shall appoint executive officers in accordance with the DGCL or NRS, as the case may be. Mr. Moran shall also ser▇▇ ▇▇ ▇▇▇ sole director of Sub; and (xiixx) The execution A certificate of good standing shall be delivered by Rare Telephony from the Secretary of State of the state of incorporation of Network, dated at or about the Closing, to the effect that Network is in good standing under the laws of the state of Network's incorporation. (b) Acquiror and/or Sub shall take, or shall cause to be taken, the following actions: (i) Acquiror shall deliver or shall cause to be delivered to all of the holders of the Rare Telephony Common Stock (other than Dissenting Shareholders) a certificate or certificates representing the number of shares of that portion of an aggregate number of 775,512 shares of Acquiror Common Stock as such holder is entitled to receive at the Closing (or as soon thereafter as is practical) in connection with the Merger; (ii) Acquiror shall, on behalf of itself and delivery the Rare Telephony Shareholders, deliver or shall cause to be delivered to the Escrow Agent certificates representing 775,508 shares of such other instruments of sale, transfer, assignment, conveyance Acquiror Common Stock at Closing (or as soon thereafter as is practical); (iii) Acquiror and delivery, warranty assignments of leases, assignmentsthe Sub shall execute and deliver, and all other instruments file or cause to be filed with the Secretary of conveyance which are necessary the State of Delaware, the Certificate of Merger with such amendments thereto as the parties hereto shall deem mutually acceptable; (iv) Sub shall receive from the Secretary of State of Delaware a final Certificate of Merger; (v) A certificate for each of the Acquiror and the Sub shall be executed by their respective Presidents or desirable to effect the transfer to Buyer of good and marketable title Chief Executive Officers to the Purchased Assets (free and clear of all Liens), it being understood effect that all of the foregoing respective representations and warranties of the Acquiror and Sub under this Agreement are true and correct as of the Closing, as though originally given to Rare Telephony on said date; (vi) A certificate of good standing shall be reasonably delivered by Sub from the Secretary of State of the State of Delaware, dated at or about the Closing, stating that Sub is in good standing under the laws of such state; (vii) A certificate of good standing shall be delivered by Acquiror from the State of Delaware, dated at or about the Closing, stating that Acquiror is in good standing under the laws of such State; (viii) Certified Board resolutions shall be delivered by the respective Secretary of the Acquiror and Sub dated at or about the Closing authorizing the transactions contemplated under this Agreement; (ix) Sub will deliver Employment Agreements or Consulting Agreements, satisfactory in form the sole discretion of Acquiror, as the case may be, to the individuals listed on Schedule 6.2(m) to this Agreement; (x) Acquiror and substance Sub shall execute and deliver the Escrow Agreement, satisfactory in the sole discretion of Acquiror, to Buyer Rare Telephony and its counselthe Escrow Agent; (xi) Acquiror shall execute and deliver the Funding Agreement, satisfactory in the sole discretion of Acquiror, to Rare Telephony; (c) Each of the parties to this Agreement shall have otherwise executed whatever documents and agreements, provided whatever consents or approvals and taken all such actions as are required under this Agreement.

Closing Transactions. Subject (a) Upon the terms and subject to the conditions set forth in of this Agreement, at the Parties shall consummate the following “Closing Transactions” on the Closing DateClosing: (i) The authorizing resolutions Investor shall contribute, or shall cause to be contributed, to the Company cash in immediately available funds equal to the difference between (A) $3,500,000,000 minus (B) the sum of each Party for (1) the Modification Agreement, this Agreement, Original Issue Discount plus (2) the other documents related thereto and the transactions contemplated therein; (ii) The execution and delivery by the Parties amount of the Modification Agreement, including Investor Transaction Expenses in accordance with Section 2.5(b)(i) (the Amended and Restated Secured Promissory Note and other documents related thereto (collectivelyamount of such difference, the “Modification DocumentsInvestor Contribution”); (iii) The execution , and delivery by the Seller Parties of a bill of sale Company shall accept the Investor Contribution, and assignment and assumption agreement in exchange for the relevant Purchased AssetsInvestor Contribution, in the form attached Company shall issue to Exhibit A Investor, and Investor shall accept, 350,000,000 Class B Units (the “Bill of Sale/Assignment AgreementInvestor Interests”); (iv) The execution and delivery by the Parties of a patent assignment agreement for the relevant Purchased Assets, in the form attached to Exhibit B (the “Patent Assignment”); (v) The execution and delivery by the Parties of a trademark assignment agreement for the relevant Purchased Assets, in the form attached to Exhibit C (the “Trademark Assignment”); (vi) The execution and delivery by the Parties of an intellectual property assignment agreement for the relevant Purchased Assets, in the form attached to Exhibit D (the “IP Assignment”); (vii) The execution and delivery by the Seller Parties of a limited power of attorney to facilitate the sale, conveyance, assignment, transfer and delivery to Buyer of the Purchased Assets, in the form attached to Exhibit E (the “Power of Attorney”); (viii) The execution and delivery of the Eyce Agreement Amendment by the parties thereto, in the form attached to Exhibit F; (ix) The execution and delivery of the DaVinci Agreement Amendment by the parties thereto, in the form attached to Exhibit G; (x) The execution and delivery of the License Termination by ▇▇▇▇ and Warehouse, in the form attached to Exhibit H; (xi) The execution and delivery of the Termination Agreement by Warehouse, ▇▇▇▇ Brands, LLC, ▇▇▇▇▇ ▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇, in the form attached to Exhibit I; and (xii) The execution and delivery of such other instruments of sale, transfer, assignment, conveyance and delivery, warranty assignments of leases, assignments, and all other instruments of conveyance which are necessary or desirable to effect the transfer to Buyer of good and marketable title to the Purchased Assets (free and clear of all LiensEncumbrances (other than Permitted Securities Encumbrances or Encumbrances created by Investor or any of its Affiliates). (ii) Immediately following the consummation of the transactions contemplated by Section 2.3(a)(i), it being understood that the Company shall contribute $2,400,000,000 to BorrowerCo (the “BorrowerCo Contribution”). (iii) Immediately following the consummation of the transactions contemplated by Section 2.3(a)(ii), (A) BorrowerCo shall assume the New Credit Facility, and EQM shall be released from any obligation under the New Credit Facility, (B) EQM shall, and shall cause the other Contributors to, contribute all of the foregoing Contributed Interests to the Company, (C) the Company shall accept as a contribution all of the Contributed Interests (clauses (B) and (C), together, the “EQM Contribution”) and (D) BorrowerCo shall use such contributed cash in the BorrowerCo Contribution to pay off the New Credit Facility, in full and (4) the Company shall issue to EQM, and EQM shall accept, 364,285,715 Class A Units (the “Contributor Interests”), free and clear of all Encumbrances (other than Permitted Securities Encumbrances or Encumbrances created by EQM or any of its Affiliates). (b) Immediately following the consummation of the transactions contemplated by Section 2.3(a), on the Closing Date, the Company shall effect the EQM Distribution. (c) Following the consummation of the transactions contemplated by this Section 2.3, the obligations of the Company Group with respect to the Assumed Liabilities shall not be reasonably satisfactory subject to offset or reduction by reason of any actual or alleged breach of any representation, warranty or covenant contained in form and substance this Agreement, or any other Transaction Document or any right or alleged right to Buyer and its counselindemnification.

Closing Transactions. Subject to At the conditions set forth in this AgreementClosing, the Parties following transactions shall consummate the following “Closing Transactions” on the Closing Dateoccur, all of such transactions being deemed to occur simultaneously: (ia) The authorizing resolutions of each Party for Shareholder will deliver, or shall cause to be delivered, to the Modification Agreement, this AgreementBuyer, the other following documents related thereto and shall take the transactions contemplated thereinfollowing actions: (1) The Shareholder shall surrender and deliver to the Buyer the certificate or certificates representing all of the Shares; (2) A certificate shall be executed by the Shareholder to the effect that: (i) all representations and warranties made by the Shareholder under this Agreement are true and correct as of the Closing, as though originally given to Buyer on said date; and (ii) The execution the conditions precedent identified at Sections 6.2 and delivery by the Parties of the Modification Agreement, including the Amended and Restated Secured Promissory Note and other documents related thereto (collectively, the “Modification Documents”)6.3 have been satisfied; (iii3) A certificate of good standing shall be delivered by the Shareholder from the Secretary of State of the State of Delaware, dated at or about the Closing, to the effect that the Company is in good standing under the laws of such state; (4) An incumbency certificate shall be delivered by the Shareholder signed by all of the officers of the Company dated at or about the Closing; (5) Certified Certificate of Incorporation shall be delivered by the Shareholder dated at or about the Closing and a copy of the Bylaws of the Company certified by the Secretary of the Company dated at or about the Closing; (6) A registration rights agreement (the "Registration Rights Agreement"), the form of which is attached hereto as Exhibit A, shall be executed and delivered by the Shareholder; (7) A consulting agreement (the "Consulting Agreement"), the form of which is attached hereto as Exhibit B, shall be executed and delivered by Shareholder; (8) A noncompetition agreement (the "Noncompetition Agreement"), the form of which is attached hereto as Exhibit C, shall be executed and delivered by Shareholder; (9) The execution and delivery by the Seller Parties of a bill of sale and assignment and assumption agreement for the relevant Purchased AssetsEscrow Agreement, in the form attached to of Exhibit A (D, shall be executed and delivered by the “Bill of Sale/Assignment Agreement”)Shareholder, Buyer and the Escrow Agent; (iv10) The execution and delivery by Shareholder shall deliver the Parties Escrow Fund into escrow pursuant to the terms of a patent assignment agreement for the relevant Purchased Assets, in the form attached to Exhibit B (the “Patent Assignment”)Escrow Agreement; (v11) The execution Each of the officers and delivery by directors of the Parties Company shall have tendered their resignation in form and substance satisfactory to Buyer, and concurrently therewith, Shareholder shall be elected to serve on the board of a trademark assignment agreement for directors of the relevant Purchased Assets, in the form attached to Exhibit C (the “Trademark Assignment”)Company along with two of Buyer's appointees; (vi12) The execution and delivery by the Parties of an intellectual property assignment agreement for opinion of counsel of the relevant Purchased Assets, Shareholder in form and substance satisfactory to the form attached to Exhibit D (the “IP Assignment”)Buyer; (vii13) The execution and delivery by the Seller Parties of a limited power of attorney to facilitate the sale, conveyance, assignment, transfer and delivery to Buyer of the Purchased Assets, Shareholder executed Internal Revenue Form 8023 as more fully set forth in the form attached to Exhibit E (the “Power of Attorney”); (viii) The execution and delivery of the Eyce Agreement Amendment by the parties thereto, in the form attached to Exhibit F; (ix) The execution and delivery of the DaVinci Agreement Amendment by the parties thereto, in the form attached to Exhibit G; (x) The execution and delivery of the License Termination by ▇▇▇▇ and Warehouse, in the form attached to Exhibit H; (xi) The execution and delivery of the Termination Agreement by Warehouse, ▇▇▇▇ Brands, LLC, ▇▇▇▇▇ ▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇, in the form attached to Exhibit ISection 5.14; and (xii14) The execution Each of the parties to this Agreement shall have otherwise executed whatever documents and delivery agreements, provided whatever consents or approvals and taken all such actions as are required under this Agreement. (b) Buyer will deliver, or shall cause to be delivered, to the Shareholder, the following documents and shall take the following actions: (1) Buyer shall deliver or shall cause to be delivered to the Shareholder a certificate or certificates representing the Stock Consideration; (2) Buyer shall deliver or shall cause to be delivered to the Shareholder, $2,500,000 by wire transfer of such other instruments immediately available funds to the bank account designated in writing by the Shareholder at least one (1) day prior to Closing; (3) A certificate shall be executed by the Buyer's Chief Executive Officer to the effect that all representations and warranties of salethe Buyer under this Agreement are true and correct as of the Closing, transfer, assignment, conveyance and delivery, warranty assignments of leases, assignments, and all other instruments of conveyance which are necessary or desirable as though originally given to effect the transfer to Buyer Shareholder on said date; (4) A certificate of good standing and marketable title to certified copies of Buyer's certificate of incorporation shall be delivered by Buyer from the Purchased Assets Secretary of the State of Delaware dated at or about the Closing that the Buyer is in good standing under the laws of said state; (free and clear of all Liens), it being understood that 5) Certified board resolutions shall be delivered by the Buyer dated at or about the Closing authorizing the transactions contemplated under this Agreement; (6) An incumbency certificate shall be delivered by Buyer signed by all of the foregoing shall be reasonably satisfactory officers thereof dated at or about the Closing; (7) Buyer will execute and deliver a Consulting Agreement with Shareholder, the form of which is attached hereto as Exhibit B; (8) Buyer will execute and deliver a Noncompetition Agreement with Shareholder, the form of which is attached hereto as Exhibit C; (9) Buyer will execute and deliver the Registration Rights Agreement with the Shareholder, the form of which is attached hereto as Exhibit A; (10) The delivery of an opinion of counsel of Buyer in form and substance satisfactory to Buyer the Shareholder;; (11) Execution of Internal Revenue Form 8023 as more fully set forth in Section 5.14; and (12) Each of the parties to this Agreement shall have otherwise executed whatever documents and its counselagreements, provided whatever consents or approvals and shall have taken all such actions as are required under this Agreement.

Closing Transactions. Subject At the Closing, the following shall occur: (a) the Investor shall deliver to the conditions set forth in Company the Debentures to be surrendered by it under this Agreement, or a lost note affidavit in form and substance reasonably acceptable to the Parties Company; (b) the Company shall consummate deliver to the following “Closing Transactions” on Investor the Closing Date:Series C Preferred Stock to be issued by it under this Agreement in the form of a stock certificate issued in the Investor's name; (c) the Company shall deliver to the Investor evidence reasonably satisfactory to the Investor to the effect that (i) The authorizing resolutions the Certificate of each Party Designation relating to the Series C Preferred Stock has been accepted for filing by the Secretary of State for the Modification State of Delaware, (ii) the exchanges contemplated by the Other Exchange Agreements have been consummated, (iii) each director entitled to be designated by the Investor pursuant to the Certificate of Designation relating to the Series C Preferred Stock has, if named by the Investor, been duly elected to the Board of Directors of the Company, and (iv) the Management Services Agreement, this Agreementdated as of July 20, the other documents related thereto 2000, between KPS Management and the transactions contemplated thereinCompany has been terminated in full and is of no further force and effect; (iid) The execution the Investor and delivery by the Parties of Company shall execute and deliver the Modification Agreement, including Investors' Agreement in the Amended and Restated Secured Promissory Note and other documents related thereto (collectivelyform annexed to this Agreement as EXHIBIT B, the “Modification Documents”)Registration Rights Agreement in the form annexed hereto as EXHIBIT C, and the Termination Agreement in the form annexed hereto as EXHIBIT D; (iiie) The execution the Company and delivery by General Electric Capital Corporation shall enter into an amendment to the Seller Parties Company's Credit Agreement, dated as of a bill of sale and assignment and assumption agreement for the relevant Purchased AssetsJuly 20, 2000, in the form attached to Exhibit A (the “Bill of Sale/Assignment Agreement”);annexed hereto as EXHIBIT E; and (ivf) The execution the Company and delivery by the Parties each of a patent assignment agreement for the relevant Purchased Assets, in the form attached to Exhibit B (the “Patent Assignment”); (v) The execution and delivery by the Parties of a trademark assignment agreement for the relevant Purchased Assets, in the form attached to Exhibit C (the “Trademark Assignment”); (vi) The execution and delivery by the Parties of an intellectual property assignment agreement for the relevant Purchased Assets, in the form attached to Exhibit D (the “IP Assignment”); (vii) The execution and delivery by the Seller Parties of a limited power of attorney to facilitate the sale, conveyance, assignment, transfer and delivery to Buyer of the Purchased Assets, in the form attached to Exhibit E (the “Power of Attorney”); (viii) The execution and delivery of the Eyce Agreement Amendment by the parties thereto, in the form attached to Exhibit F; (ix) The execution and delivery of the DaVinci Agreement Amendment by the parties thereto, in the form attached to Exhibit G; (x) The execution and delivery of the License Termination by ▇▇▇▇ and Warehouse, in the form attached to Exhibit H; (xi) The execution and delivery of the Termination Agreement by Warehouse, ▇▇▇▇ Brands, LLC, ▇▇▇▇▇ ▇▇▇▇ and ▇▇▇▇▇▇▇ ▇. ▇▇▇, ▇▇▇▇ and the Investor shall enter into a Credit Enhancement Agreement in the form attached to Exhibit I; and (xii) The execution annexed hereto as EXHIBIT F and delivery of such other instruments of sale, transfer, assignment, conveyance and delivery, warranty assignments of leases, assignments, and all other instruments of conveyance which are necessary or desirable to effect an Option Agreement in the transfer to Buyer of good and marketable title to the Purchased Assets (free and clear of all Liens), it being understood that all of the foregoing shall be reasonably satisfactory in form and substance to Buyer and its counsel.annexed hereto as EXHIBIT G. SECTION 3

Closing Transactions. Subject to At the conditions set forth in this Agreement, the Parties shall consummate the following “Closing Transactions” on the Closing DateClosing: (ia) The authorizing resolutions each of each Party for the Modification Agreement, this Agreement, holders of IPF Common Stock (other than Dissenting Shareholders) shall surrender and deliver the other documents related thereto certificate or certificates representing all of such shareholder's shares of IPF Common Stock. All of such shares shall be free and the transactions contemplated thereinclear of any Encumbrance; (iib) The execution and delivery by the Parties each of the Modification AgreementShareholders shall execute and deliver to NATK a copy of that certain Shareholder Representation Letter in the form of Exhibit D, including attached hereto and made a part hereof ("Shareholder Representation Letter"). (c) NATK shall deliver to each of the Amended and Restated Secured Promissory Note and holders of IPF Common Stock (other documents related thereto (collectively, than a Dissenting Shareholder) a certificate or certificates representing the “Modification Documents”)number of shares of NATK Common Stock as such holder is entitled to receive in connection with the Merger; (iiid) The execution IPF, on the one hand, and delivery by the Seller Parties each of a bill of sale and assignment and assumption agreement for the relevant Purchased Assets, in the form attached to Exhibit A (the “Bill of Sale/Assignment Agreement”); (iv) The execution and delivery by the Parties of a patent assignment agreement for the relevant Purchased Assets, in the form attached to Exhibit B (the “Patent Assignment”); (v) The execution and delivery by the Parties of a trademark assignment agreement for the relevant Purchased Assets, in the form attached to Exhibit C (the “Trademark Assignment”); (vi) The execution and delivery by the Parties of an intellectual property assignment agreement for the relevant Purchased Assets, in the form attached to Exhibit D (the “IP Assignment”); (vii) The execution and delivery by the Seller Parties of a limited power of attorney to facilitate the sale, conveyance, assignment, transfer and delivery to Buyer of the Purchased Assets, in the form attached to Exhibit E (the “Power of Attorney”); (viii) The execution and delivery of the Eyce Agreement Amendment by the parties thereto, in the form attached to Exhibit F; (ix) The execution and delivery of the DaVinci Agreement Amendment by the parties thereto, in the form attached to Exhibit G; (x) The execution and delivery of the License Termination by ▇▇▇▇ and Warehouse, in the form attached to Exhibit H; (xi) The execution and delivery of the Termination Agreement by Warehouse, ▇▇▇▇ Brands, LLC, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇ and ▇▇▇▇▇, on the other hand, shall terminate their employment arrangements with IPF that were in place immediately prior to the date of this Agreement; (e) NATK shall agree in writing with ▇▇▇▇▇▇▇ to pay (or cause to be paid) to ▇▇▇▇▇▇▇ on or before December 31, 1995 (such payment date to be selected by NATK), all outstanding amounts owed to ▇▇▇▇▇▇▇ by IPF with respect to any and all loans made by ▇▇▇▇▇▇▇ to IPF (the "▇▇▇▇▇▇▇ Loans"); (f) NATK shall cancel and terminate that certain Guaranty Agreement, dated as of March 15, 1995 (as amended to date, if any), by and between NATK and ▇▇▇▇▇▇▇, pursuant to which ▇▇▇▇▇▇▇ guaranteed to NATK certain obligations of IPF under a promissory note (as amended to date, if any) issued by IPF in favor of NATK in the form attached original principal amount of $50,000, which promissory note is of even date with such Guaranty Agreement, and NATK shall return to Exhibit I▇▇▇▇▇▇▇ its original of such Guaranty Agreement marked "CANCELED;" (g) NATK shall fund each of the $35,000 amounts due with respect to the non-compete provisions in the employment agreements, as amended to date on or before the Closing (the "Employment Agreements") between NATK, on the one hand, and each of ▇▇▇▇▇▇▇, ▇▇▇▇▇ and ▇▇▇▇▇, on the other hand; (h) Each of IPF and the Sub shall execute and deliver (either by telefax or by overnight courier, but in either case, in accordance with the applicable law), and file or caused to be filed with the Secretary of State of Texas on the Closing Date, the Articles of Merger, with such amendments thereto as the parties hereto shall deem mutually acceptable; and (xiii) The execution and delivery Secretary of such other instruments State of sale, transfer, assignment, conveyance and delivery, warranty assignments Texas shall issue the Certificate of leases, assignments, and all other instruments of conveyance which are necessary or desirable to effect the transfer to Buyer of good and marketable title to the Purchased Assets (free and clear of all Liens), it being understood that all of the foregoing shall be reasonably satisfactory in form and substance to Buyer and its counselMerger.

Closing Transactions. Subject At the Closing, the following transactions shall occur, all of such transactions being deemed to occur simultaneously: (a) Devonian and the Devonian Stockholders will deliver, or shall cause to be delivered, to the conditions set forth in this Agreement, Acquiror and the Parties shall consummate Merger Sub the following “Closing Transactions” on documents and shall take the Closing Datefollowing actions: (i) The authorizing resolutions Devonian Stockholders shall surrender and deliver to the certificates representing all of each Party for the Modification AgreementDevonian Shares duly endorsed by the Devonian Stockholders in blank or accompanied by assignments separate from certificate duly endorsed in blank, this Agreement, and such other duly executed transfer documents as are required to perfect the other documents related thereto and the transactions contemplated thereintransfer; (ii) The execution Minority Stockholders shall deliver a Custody and delivery Power of Attorney Agreement (the “Custody and Power of Attorney Agreement”), in the form attached as Exhibit C attached hereto, executed by the Parties Minority Stockholders, whereby the Minority Stockholders shall, among other things, (A) attest to the representations and warranties in Section 3.1 of the Modification this Agreement, including (B) acknowledge and accept the Amended full terms of this Agreement, (C) waive all dissenter’s rights associated with the Merger, and Restated Secured Promissory Note and other documents related thereto (collectively, D) accept the “Modification Documents”)Merger Consideration; (iii) The execution Devonian shall execute and delivery by deliver, and file or cause to be filed with the Seller Parties Secretary of a bill State of sale and assignment and assumption agreement for the relevant Purchased AssetsState of Nevada, in the form attached to Exhibit A (Articles of Merger, with such amendments thereto as the “Bill of Sale/Assignment Agreement”)parties hereto shall deem mutually acceptable; (iv) The execution A certificate shall be executed by Devonian and delivery the Principal Stockholders to the effect that: (i) all representations and warranties made by Devonian and the Parties Principal Stockholders under this Agreement are true and correct in all material respects as of a patent assignment agreement for the relevant Purchased AssetsClosing, as though originally given to Acquiror and Merger Sub on said date; (ii) Devonian and the Principal Stockholders have performed all obligations required to be performed by them under Article IV of this Agreement prior the Closing Date; and (iii) the conditions precedent identified in the form attached to Exhibit B (the “Patent Assignment”)Article V have been satisfied or waived in writing; (v) The execution and delivery A certificate of good standing shall be delivered by Devonian from the Parties Secretary of a trademark assignment agreement for State of the relevant Purchased AssetsState of Nevada, dated within fifteen (15) days of the Closing, to the effect that Devonian is in good standing under the form attached to Exhibit C (the “Trademark Assignment”)laws of such state; (vi) The execution Certified Board and delivery stockholder resolutions shall be delivered by the Parties Secretary of an intellectual property assignment agreement for Devonian dated at or about the relevant Purchased Assets, in Closing authorizing the form attached to Exhibit D (the “IP Assignment”)transactions contemplated under this Agreement; (vii) The execution Devonian Noteholders shall deliver the original notes, endorsed for cancellation, against delivery of the Acquiror Notes; and (viii) Devonian shall provide such other documents, agreements, consents, and delivery approvals governmental or otherwise, as are required under this Agreement or as may be reasonably requested by the Seller Parties of a limited power of attorney Acquiror in order to facilitate comply with the saleprovisions hereunder and to consummate the transactions contemplated herein. (b) Acquiror and Merger Sub will deliver, conveyanceor shall cause to be delivered, assignmentto Devonian and the Devonian Stockholders, transfer the following documents and delivery shall take the following actions: (i) Acquiror shall deliver or shall cause to Buyer be delivered to the Stockholders’ Agent certificates representing the Acquiror Shares, registered in the name of the Purchased AssetsDevonian Stockholders; (ii) Acquiror shall deliver or shall cause to be delivered to the Devonian Noteholders the Acquiror Notes; (iii) Acquiror and Merger Sub shall execute and deliver, and file or cause to be filed with the Secretary of the State of Nevada, the Articles of Merger, with such amendments thereto as the parties hereto shall deem mutually acceptable; (iv) Merger Sub shall receive from the Secretary of State of Nevada a final Articles of Merger; (v) A certificate shall be executed by the Acquiror’s and Merger Sub’s Chief Executive Officer to the effect that all representations and warranties of the Acquiror and Merger Sub under this Agreement are true and correct in all material respects as of the form attached Closing, as though originally given to Exhibit E Devonian on said date; (vi) Certificates of good standing shall be delivered within fifteen (15) days of the “Power Closing Date by Acquiror and Merger Sub from the Secretary of Attorney”)the State of Nevada that the Acquiror and Merger Sub are in good standing under the laws of said state; (vii) An incumbency certificate shall be delivered by Acquiror and Merger Sub signed by the principal executive officer of each dated at or about the Closing; (viii) The execution Certified articles of incorporation shall be delivered by Acquiror and delivery Merger Sub dated at or about the Closing, and a copy of the Eyce Agreement Amendment bylaws of Acquiror and Merger Sub certified by the parties thereto, in principal executive officer of Acquiror and Merger Sub dated at or about the form attached to Exhibit FClosing; (ix) The execution and delivery of the DaVinci Agreement Amendment by the parties thereto, in the form attached to Exhibit G; (x) The execution and delivery of the License Termination by ▇▇▇▇ and Warehouse, in the form attached to Exhibit H; (xi) The execution and delivery of the Termination Agreement by Warehouse, ▇▇▇▇ Brands, LLC, ▇▇▇▇▇ ▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇, in the form attached to Exhibit I; and (xii) The execution and delivery of such other instruments of sale, transfer, assignment, conveyance and delivery, warranty assignments of leases, assignments, and all other instruments of conveyance which are necessary or desirable to effect the transfer to Buyer of good and marketable title to the Purchased Assets (free and clear of all Liens), it being understood that all of the foregoing shall be reasonably satisfactory in form and substance to Buyer and its counsel.

Closing Transactions. Subject to the conditions set forth in this Agreement, the Parties shall consummate the following transactions (the “Closing Transactions” ”) on the Closing Date: (ia) The authorizing resolutions the Company shall execute and deliver to the Purchaser a ▇▇▇▇ of each Party for the Modification Agreement, this Agreement, the other documents related thereto Sale and the transactions contemplated therein; (ii) The execution Assignment and delivery by the Parties of the Modification Agreement, including the Amended and Restated Secured Promissory Note and other documents related thereto (collectively, the “Modification Documents”); (iii) The execution and delivery by the Seller Parties of a bill of sale and assignment and assumption agreement for the relevant Purchased Assets, Assumption Agreement in the form attached to hereto as Exhibit A (the “Bill of Sale/Assignment Agreement”)A; (ivb) The execution and delivery the Purchaser, or its designee, shall deliver the Closing Payment to the Company by wire transfer of immediately available funds to an account designated by the Parties of a patent assignment agreement for Company or, at the relevant Purchased AssetsCompany’s direction, in to the form attached to Exhibit B (the “Patent Assignment”)Company’s banks; (vc) The execution and delivery by the Parties of a trademark assignment agreement for the relevant Purchased Assets, in the form attached to Exhibit C (the “Trademark Assignment”); (vi) The execution and delivery by the Parties of an intellectual property assignment agreement for the relevant Purchased Assets, in the form attached to Exhibit D (the “IP Assignment”); (vii) The execution and delivery by the Seller Parties of a limited power of attorney to facilitate the sale, conveyance, assignment, transfer and delivery to Buyer of the Purchased Assets, in the form attached to Exhibit E (the “Power of Attorney”); (viii) The execution and delivery of the Eyce Agreement Amendment by the parties thereto, in the form attached to Exhibit F; (ix) The execution and delivery of the DaVinci Agreement Amendment by the parties thereto, in the form attached to Exhibit G; (x) The execution and delivery of the License Termination by ▇▇▇▇ and Warehouse, in the form attached to Exhibit H; (xi) The execution and delivery of the Termination Agreement by Warehouse, ▇▇▇▇ Brands, LLC, ▇▇▇▇▇ ▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ and the Purchaser shall execute an Employment Agreement in the form attached to of Exhibit I; andB; (xiid) The execution ▇▇▇▇ ▇▇▇▇▇▇▇▇ and delivery the Purchaser shall execute a Non-competition Agreement in the form of Exhibit C; (e) the Company shall have assigned and transferred to the Purchaser all of the issued and outstanding equity interests in the Subsidiaries (as defined in Section 4.1.2); (f) the Company shall deliver to the Purchaser, or leave at the Premises (as defined in Section 4.7.2) at which they are located, all of the books, records, documents and other materials relating to the Purchased Assets, except for those books, records, documents and other materials that are Excluded Assets; (g) the Company shall have delivered to First American Title Company a deed to be recorded with recorder of deeds of the county(ies) in which each parcel of the Owned Real Property (as defined in Section 4.7.1) is located, together with such other instruments of sale, transfer, assignment, conveyance and delivery, warranty assignments of leases, assignments, and all other instruments of conveyance which are necessary or desirable documentation required to effect the transfer to Buyer of good and marketable the Purchaser title to the Purchased Assets (Owned Real Property free and clear of all LiensLiens other than Permitted Exceptions (as defined Section 4.7.1), it being understood that all of including a quitclaim deed with respect to the foregoing real property, if any, referenced in Section 3.6(m); and (h) the Company, the Purchaser and the Escrow Agent shall be reasonably satisfactory execute and deliver an Escrow Agreement in form and substance reasonably acceptable to Buyer the Purchaser and its counselthe Company (the “Escrow Agreement”) and the Purchaser shall deposit the Escrow Amount into escrow pursuant to such Escrow Agreement.

Closing Transactions. Subject At the Closing, the following transactions shall occur, all of such transactions being deemed to occur simultaneously: (a) The Shareholder shall deliver to the conditions set forth Purchaser the following: (1) A certificate or certificates representing all of the Shares duly endorsed by the Shareholder in blank or accompanied by assignments separate from certificate duly endorsed in blank; (2) A certificate of the Shareholder to the effect that: (i) all representations and warranties made by the Shareholder under this AgreementAgreement are true and correct as of the Closing Date, the Parties shall consummate the following “Closing Transactions” as though originally given to Purchaser on the Closing Date: ; (iii) The authorizing resolutions of each Party for the Modification Agreement, this Agreement, the other documents related thereto Company and the transactions contemplated thereinShareholder have performed all obligations to be performed by them under this Agreement prior the Closing Date; and (iii) the conditions precedent identified in Article VII have been satisfied; (ii3) The execution and delivery by the Parties A certificate of good standing of the Modification AgreementSecretary of State of Michigan, including dated within fifteen (15) days of the Amended and Restated Secured Promissory Note and other documents related thereto (collectivelyClosing Date, to the “Modification Documents”)effect that the Company is in good standing under the laws of such state; (iii4) The execution An incumbency certificate signed by all of the officers of the Company dated at or about the Closing Date; (5) Copies of the Company's certificate of incorporation and delivery bylaws certified by the Seller Parties Secretary of a bill of sale and assignment and assumption the Company dated at or about the Closing Date; (6) An employment agreement for the relevant Purchased Assets, in the form attached as Exhibit B to Exhibit A this Agreement (the “Bill of Sale/Assignment "Employment Agreement”)") executed by the Shareholder; (iv7) The execution resignation of each officer and delivery director of the Company in form and substance satisfactory to Purchaser; (8) An opinion of the Shareholder's counsel in form and substance satisfactory to the Purchaser; (9) A copy of the Audited Financial Statements; (10) Either (i) evidence satisfactory to the Purchaser that all Bank Indebtedness of the Company has been repaid in full or (ii) a request that the Purchaser apply a portion of the purchase price to be paid at the Closing to the repayment in full of all Bank Indebtedness; (11) A non-foreign person affidavit as required by Section 1445 of the Code; and (12) Such other documents, agreements, consents, and approvals as are required under this Agreement or as may be reasonably requested by the Parties Purchaser. (b) Purchaser will deliver to the Shareholder the following: (1) Purchaser shall deliver or shall cause to be delivered to the Shareholder the portion of a patent assignment agreement for the relevant Purchased AssetsPurchase Price required to be paid at the Closing under Section 1.2(b)(i) by wire transfer of immediately available funds to the bank account designated in writing by the Shareholder at least three (3) days prior to Closing; (2) A certificate of the Purchaser's Chief Executive Officer to the effect that: (i) all representations and warranties of the Purchaser under this Agreement are true and correct as of the Closing Date, as though originally given to the Shareholder on the Closing Date; (ii) the Purchaser has performed all obligations to be performed by it under this Agreement prior the Closing Date; and (iii) the conditions precedent identified in Article VI have been satisfied. (3) A certificate of good standing of the Secretary of the State of Delaware, dated within fifteen (15) days of the Closing Date, that the Purchaser is in good standing under the laws of said state; (4) Certified resolutions of the Purchaser's board of directors, dated at or about the Closing Date, authorizing the transactions contemplated under this Agreement; (5) An incumbency certificate signed by all of the officers of the Purchaser dated at or about the Closing Date; (6) The Employment Agreement executed by the Purchaser; (7) The Guaranty of Stonepath in the form attached as Exhibit A to Exhibit B (the “Patent Assignment”)this Agreement; (v) The execution and delivery by the Parties of a trademark assignment agreement for the relevant Purchased Assets, in the form attached to Exhibit C (the “Trademark Assignment”); (vi) The execution and delivery by the Parties of an intellectual property assignment agreement for the relevant Purchased Assets, in the form attached to Exhibit D (the “IP Assignment”); (vii) The execution and delivery by the Seller Parties of a limited power of attorney to facilitate the sale, conveyance, assignment, transfer and delivery to Buyer 8) An opinion of the Purchased Assets, Purchaser's counsel in form and substance satisfactory to the form attached to Exhibit E (the “Power of Attorney”); (viii) The execution and delivery of the Eyce Agreement Amendment by the parties thereto, in the form attached to Exhibit F; (ix) The execution and delivery of the DaVinci Agreement Amendment by the parties thereto, in the form attached to Exhibit G; (x) The execution and delivery of the License Termination by ▇▇▇▇ and Warehouse, in the form attached to Exhibit H; (xi) The execution and delivery of the Termination Agreement by Warehouse, ▇▇▇▇ Brands, LLC, ▇▇▇▇▇ ▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇, in the form attached to Exhibit IShareholder; and (xii9) The execution and delivery of such other instruments of saleSuch additional documents, transferagreements, assignment, conveyance and delivery, warranty assignments of leases, assignmentsconsents, and all other instruments of conveyance which approvals as are necessary required under this Agreement or desirable to effect the transfer to Buyer of good and marketable title to the Purchased Assets (free and clear of all Liens), it being understood that all of the foregoing shall as may be reasonably satisfactory in form and substance to Buyer and its counselrequested by the Shareholder.

Closing Transactions. Subject to the terms and conditions set forth in this Agreement, the Parties parties hereto shall consummate the following “Closing Transactions” transactions on the Closing Date (except with respect to the deliveries required to made by Inveresk pursuant to Section 2.3(c), which shall occur no later than the first business day following the Closing Date:): (a) the Company, the Stockholders' Representative, Inveresk and the Escrow Agent shall duly execute and enter into the Escrow Agreement and Inveresk shall deposit the Indemnity Amount and the Adjustment Amount in immediately available funds with the Escrow Agent pursuant to the Escrow Agreement; (b) the Company and Acquisition shall cause the Certificate of Merger to be executed, acknowledged and filed with the Secretary of State of the State of Delaware; (c) Inveresk shall deliver to the Stockholders' Representative, in its capacity as paying agent hereunder, by wire transfer to the account or accounts specified by the Stockholders' Representative, an amount equal to (i) the Transaction Price, (ii) plus (or minus) the amount (if any) by which the Estimated Closing Liquid Net Worth is greater than (or less than) the Target Liquid Net Worth, (iii) plus the sum of the amounts referred to in Sections 2.3(g) and 2.3(h) below, (iv) minus the Closing Options Amount, and (v) minus the Indemnity Amount and the Adjustment Amount; (d) each Stockholder shall deliver to the Stockholders' Representative, in its capacity, one or more certificates, duly endorsed in blank or accompanied by duly executed stock powers, together with a letter of transmittal, representing the number of shares of Company Common Stock and Class A Preferred Stock held by such holder as of immediately prior to the Effective Time; (e) following its receipt of the amounts specified in Section 2.3(c), the Stockholders' Representative, in its capacity as paying agent, shall deliver to each holder of Class A Preferred Stock such holder's portion of the Class A Preferred Amount and such holder's Per Share Portion of the Closing Residual Cash Consideration (in each case as determined in accordance with Section 2.1(c)(i)), by wire transfer of immediately available funds; (f) following its receipt of the amounts specified in Section 2.3(c), the Stockholders' Representative, in its capacity as paying agent, shall deliver to each holder of Company Common Stock such holder's Per Share Portion of the Closing Residual Cash Consideration (as determined in accordance with Section 2.1(c)(ii)), by wire transfer of immediately available funds; (g) following its receipt of the amounts specified in Section 2.3(c), the Stockholders' Representative, in its capacity as paying agent, shall repay, or cause to be repaid, on behalf of the Company and its Subsidiaries, all amounts necessary to discharge fully the then outstanding balance of all Funded Indebtedness (other than capital lease obligations), by wire transfer of immediately available funds to the account(s) designated by the holders of such Funded Indebtedness; and the Company shall deliver to Inveresk prior to the Closing Date appropriate payoff letters from the holders of such Funded Indebtedness and shall make arrangements reasonably satisfactory to Inveresk for such holders of Funded Indebtedness to deliver all related Lien releases to Inveresk at or as soon as practicable after the Closing; (h) following its receipt of the amounts specified in Section 2.3(c), the Stockholders' Representative, in its capacity as paying agent, shall pay, on behalf of the Stockholders and Optionholders, the Transaction Expenses (as defined in Section 7.1) reflected on the Invoices (as defined in Section 7.1) and the Brokerage Expenses (as defined in Section 3.28); (i) The authorizing resolutions of each Party for the Modification Agreement, this Agreementin accordance with Section 2.1(f), the other documents related thereto and Company shall pay at the transactions contemplated therein; Effective Time (iiA) The execution and delivery by the Parties of the Modification Agreement, including the Amended and Restated Secured Promissory Note and other documents related thereto (collectively, the “Modification Documents”); (iii) The execution and delivery by the Seller Parties of a bill of sale and assignment and assumption agreement for the relevant Purchased Assets, in the form attached to Exhibit A (the “Bill of Sale/Assignment Agreement”); (iv) The execution and delivery by the Parties of a patent assignment agreement for the relevant Purchased Assets, in the form attached to Exhibit B (the “Patent Assignment”); (v) The execution and delivery by the Parties of a trademark assignment agreement for the relevant Purchased Assets, in the form attached to Exhibit C (the “Trademark Assignment”); (vi) The execution and delivery by the Parties of an intellectual property assignment agreement for the relevant Purchased Assets, in the form attached to Exhibit D (the “IP Assignment”); (vii) The execution and delivery by the Seller Parties of a limited power of attorney to facilitate the sale, conveyance, assignment, transfer and delivery to Buyer of the Purchased Assets, in the form attached to Exhibit E (the “Power of Attorney”); (viii) The execution and delivery of the Eyce Agreement Amendment by the parties thereto, in the form attached to Exhibit F; (ix) The execution and delivery of the DaVinci Agreement Amendment by the parties thereto, in the form attached to Exhibit G; (x) The execution and delivery of the License Termination by ▇▇▇▇ and Warehouse, in the form attached to Exhibit H; (xi) The execution and delivery of the Termination Agreement by Warehouse, ▇▇▇▇ Brands, LLC, ▇▇▇▇▇ ▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇, in the form attached to Exhibit I; and (xii) The execution and delivery of such other instruments of sale, transfer, assignment, conveyance and delivery, warranty assignments of leases, assignments, and all other instruments of conveyance which are necessary or desirable to effect the transfer to Buyer of good and marketable title to the Purchased Assets (free and clear respective holders of all Liens)Options an aggregate amount equal to the Closing Option Amount, it being understood that such payment shall be made via the Company's normal payroll arrangements to facilitate Tax withholding and that the Company's payroll processor may require up to five business days to process and make payments to the Optionholders and (B) the sales bonuses and related amounts set forth on Schedule 2.3 (i) hereto (the "Bonus Amounts") to the persons set forth on such Schedule; (j) the individuals set forth on Exhibit C to this Agreement shall deliver to Inveresk a written resignation in the capacities set forth thereon, effective at the Effective Time, and all trustees of all the Benefit Plans of the foregoing Company and its Subsidiaries set forth on Exhibit D shall deliver to Inveresk a written resignation in the capacities set forth thereon, effective at the Effective Time; (k) the Company shall deliver to Inveresk the Invoices; (l) the Company shall deliver to Inveresk written evidence, reasonably satisfactory to Inveresk and the Company, of the termination of the agreements listed on Schedule 2.3(l) to this Agreement; and (m) following the Effective Time, the Stockholders' Representative, in its capacity as paying agent, shall return to the Surviving Corporation any amounts specified in Section 2.3(c) which represent Class A Preferred Amount and Closing Residual Cash Consideration in respect of shares of Company Capital Stock and which were not surrendered at the Closing in accordance with Section 2.1(e), and the Surviving Corporation shall hold such amounts for payment to the holders of such Company Capital Stock following the Closing Date subject to Section 2.4. For purposes of clarification, none of the amounts described in Sections 2.3(e), (f), (g) or (h) above shall be reasonably satisfactory in form and substance paid by the Company prior to Buyer and its counselor following the Closing Date.

Closing Transactions. (i) Subject to the conditions set forth in this Agreement, the Parties shall consummate the following “transactions (the "Closing Transactions” ") on the Closing Date: (iA) The authorizing resolutions of each Party Investor shall pay to the Company the aggregate purchase price for the Modification AgreementCommon Stock and Class B Preferred to be purchased by such Investor by wire transfer of immediately available funds to an account designated by the Company; (B) the Stockholder shall deliver to the Company the stock certificates evidencing the Redemption Shares, this Agreementduly endorsed for transfer or accompanied by duly executed stock powers; (C) the Company shall deliver to the Stockholder by wire transfer of immediately available funds to an account designated by the Stockholder the Redemption Consideration; (D) the Stockholder shall deliver to the Company all appropriate payoff letters (in form and substance satisfactory to GTCR) from holders of any Indebtedness of the Company and its Subsidiaries as are requested by GTCR and shall make arrangements reasonably satisfactory to GTCR for such holders to deliver lien releases and canceled notes at the Closing; and (E) the Company, the Stockholder and the Investors, as applicable, shall deliver the opinions, certificates and other documents related thereto and the transactions contemplated therein;instruments required to be delivered by or on behalf of such Party under Article II. (ii) The execution and delivery by Upon the Parties effectiveness of the Modification Agreement, including the Amended and Restated Secured Promissory Note and other documents related thereto (collectivelyCertificate of Incorporation, the “Modification Documents”);Company shall: (iiiA) The execution deliver to the Stockholder stock certificates evidencing the shares of Class A Preferred, Class B Preferred and delivery by Common Stock into which the Seller Parties of a bill of sale and assignment and assumption agreement for Stockholder's Old Common Stock remaining after the relevant Purchased Assets, Redemption is to be converted in connection with the form attached to Exhibit A (the “Bill of Sale/Assignment Agreement”); (iv) The execution and delivery by the Parties of a patent assignment agreement for the relevant Purchased Assets, in the form attached to Exhibit B (the “Patent Assignment”); (v) The execution and delivery by the Parties of a trademark assignment agreement for the relevant Purchased Assets, in the form attached to Exhibit C (the “Trademark Assignment”); (vi) The execution and delivery by the Parties of an intellectual property assignment agreement for the relevant Purchased Assets, in the form attached to Exhibit D (the “IP Assignment”); (vii) The execution and delivery by the Seller Parties of a limited power of attorney to facilitate the sale, conveyance, assignment, transfer and delivery to Buyer of the Purchased Assets, in the form attached to Exhibit E (the “Power of Attorney”); (viii) The execution and delivery of the Eyce Agreement Amendment by the parties thereto, in the form attached to Exhibit F; (ix) The execution and delivery of the DaVinci Agreement Amendment by the parties thereto, in the form attached to Exhibit G; (x) The execution and delivery of the License Termination by ▇▇▇▇ and Warehouse, in the form attached to Exhibit H; (xi) The execution and delivery of the Termination Agreement by Warehouse, ▇▇▇▇ Brands, LLC, ▇▇▇▇▇ ▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇, in the form attached to Exhibit IRecapitalization; and (xiiB) The execution the Company shall deliver to each Investor stock certificates evidencing the shares of Common Stock and delivery Class B Preferred to be issued to such Investor in connection with the payment of the purchase price therefor by such other instruments of sale, transfer, assignment, conveyance and delivery, warranty assignments of leases, assignments, and all other instruments of conveyance which are necessary or desirable Investor pursuant to effect the transfer to Buyer of good and marketable title to the Purchased Assets (free and clear of all LiensSection 1.4(b)(i)(A), it being understood that all of registered in the foregoing shall be reasonably satisfactory in form and substance to Buyer and its counselInvestor's name.

Closing Transactions. Subject Upon the terms and subject to the conditions set forth in of this Agreement, at the Parties Closing, the parties shall consummate the following “Closing Transactions” on transactions in the Closing Datefollowing order: 2.2.1 Investor shall assign the Debt Commitment Letter to Navistar Defense and Navistar Defense shall enter into the Debt Financing (i) The authorizing resolutions of each Party for the Modification Agreement, this Agreement, the other documents related thereto and the transactions contemplated therein; (ii) The execution and delivery by the Parties of the Modification Agreement, including the Amended and Restated Secured Promissory Note and other documents related thereto (collectively, the “Modification DocumentsDebt Financing Transactions”); (iii) The execution 2.2.2 immediately following its receipt of the proceeds from the Debt Financing Transactions, Navistar Defense shall declare and delivery by pay a distribution to Intermediate in an aggregate amount equal to the Seller Parties of a bill of sale and assignment and assumption agreement for the relevant Purchased Assets, in the form attached to Exhibit A Debt Distribution Amount (the “Bill of Sale/Assignment AgreementND Debt-Financed Distribution”); (iv) The execution 2.2.3 immediately following its receipt of the proceeds from the ND Debt-Financed Distribution, Intermediate shall declare and delivery by pay a distribution to the Parties of a patent assignment agreement for Company in an aggregate amount equal to the relevant Purchased Assets, in the form attached to Exhibit B Debt Distribution Amount (the “Patent AssignmentIntermediate Debt-Financed Distribution”); (v) The execution 2.2.4 immediately following its receipt of the proceeds from the Intermediate Debt-Financed Distribution, the Company shall declare and delivery pay a distribution to Navistar and ITEI, pro rata based on the number of Equity Interests held by the Parties of a trademark assignment agreement for the relevant Purchased Assetsthem, in an aggregate amount equal to the form attached to Exhibit C Debt Distribution Amount (the “Trademark AssignmentPre-Closing Equityholder Distribution”); (vi) The execution 2.2.5 Investor shall purchase from Navistar, and delivery by the Parties of an intellectual property assignment agreement for the relevant Purchased AssetsNavistar shall sell to Investor, in the form attached to Exhibit D 70 Units (the “IP AssignmentPurchased Units”); ) for an aggregate purchase price equal to (viia) The execution and delivery seventy percent (70%) multiplied by (b) the Seller Parties result of a limited power of attorney to facilitate (i) $192,500,000 plus (ii) the sale, conveyance, assignment, transfer and delivery to Buyer of Estimated Adjustment Amount minus (iii) the Purchased Assets, in the form attached to Exhibit E Debt Distribution Amount (the “Power of AttorneyPurchase Price”), which such Purchase Price shall be paid by wire transfer of immediately available funds to such account as has been designated in writing by Navistar; 2.2.6 the Company, Investor and Navistar shall enter into (viiiand Navistar shall cause ITEI to enter into) The execution and delivery of the Eyce Agreement Amendment by the parties thereto, in the form attached to Exhibit F; (ix) The execution and delivery of the DaVinci Agreement Amendment by the parties thereto, in the form attached to Exhibit G; (x) The execution and delivery of the License Termination by ▇▇▇▇ and Warehouse, in the form attached to Exhibit H; (xi) The execution and delivery of the Termination Agreement by Warehouse, ▇▇▇▇ Brands, LLC, ▇▇▇▇▇ ▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇, in the form attached to Exhibit IA&R LLC Agreement; and (xii) The execution and delivery of such other instruments of sale, transfer, assignment, conveyance and delivery, warranty assignments of leases, assignments, and all other instruments of conveyance which are necessary 2.2.7 the Company shall pay or desirable cause to effect the transfer to Buyer of good and marketable title be paid in full to the Purchased Assets (free and clear of all Liens), it being understood that all of Persons entitled thereto the foregoing shall be reasonably satisfactory in form and substance to Buyer and its counselShared Transaction Expenses.

Closing Transactions. Subject to the conditions set forth in this Agreement, the Parties shall consummate the following “Closing Transactions” on On the Closing Date:, the following actions shall be taken by the Parties, all of which considered to have taken place simultaneously ("Closing Transactions"): (i) The authorizing resolutions of each Party Purchaser shall pay to the Sellers the Purchase Price less the Retained Amount, in Reais, by wire transfer, in immediately available funds, to the Sellers’ bank account in Brazil, designated in Exhibit 2.03, and cause the Company to pay all the Outstanding Debts with due regard for the Modification Agreement, this Agreement, the other documents related thereto and the transactions contemplated therein;item 2.07. (ii) The execution Parties shall hold a shareholders' meeting in the form contained in Exhibit 8.02(ii) hereto in order to accept the resignation of actual members of Board of Director of the Company and delivery elect the new members of the Board of Directors, to be appointed by the Parties of the Modification Agreement, including the Amended and Restated Secured Promissory Note and other documents related thereto (collectively, the “Modification Documents”);Purchaser. (iii) The Purchaser shall deposit the Retained Amount with the Escrow Agent upon execution and delivery by of the Seller Parties of a bill of sale and assignment and assumption agreement for the relevant Purchased AssetsEscrow Agreements, substantially in the form attached to Exhibit A (the “Bill of Sale/Assignment Agreement”);Schedule 2.04 hereto. (iv) The execution Sellers and delivery by the Parties Purchaser shall execute in the share transfer book (livro de transferência de ações nominativas) of a patent assignment agreement for the relevant Purchased AssetsCompany deeds of transfer of 1,492,624 shares of common stock and 15,077 shares of preferred stock, representing, in the form attached aggregate, 100% of the Company’s voting and total capital stock, free and clear of any Liens, together with all documents reasonably required to Exhibit B (transfer assign and deliver title to such Shares to the “Patent Assignment”);Purchaser. (v) The execution Company and delivery Miguel, Marcia, Elder and ▇▇▇▇▇ shall execute and deliver the Management Agreements contemplated by the Parties of a trademark assignment agreement for the relevant Purchased Assets, in the form attached to Exhibit C (the “Trademark Assignment”);Section 5.04. (vi) The execution Company and delivery Wachovia Bank, National Association shall execute and deliver certain collateral agreements on terms and conditions to be mutually agreed by the Parties Purchaser and Wachovia Bank, National Association , pursuant to which the Company shall grant a first priority security interest in and to all of an intellectual property assignment agreement for its assets to secure the relevant Purchased Assetspayment of all amounts required to be paid under the Third Modification to Note and Loan Agreement and Reaffirmation of Guaranty, in the form attached to Exhibit D (the “IP Assignment”);among Lakeland, Wachovia Bank, National Association and others. (vii) The execution Each Party shall confirm that all the representations and delivery warranties given by the Seller Parties of a limited power of attorney to facilitate the sale, conveyance, assignment, transfer them are true and delivery to Buyer correct as of the Purchased Assets, in the form attached to Exhibit E (the “Power of Attorney”); (viii) The execution Closing Date; and delivery that there has not been any breach of the Eyce Agreement Amendment representations and warranties given by the parties thereto, in the form attached each Party nor of any covenant pursuant to Exhibit F; (ix) The execution and delivery of the DaVinci Agreement Amendment by the parties thereto, in the form attached to Exhibit G; (x) The execution and delivery of the License Termination by ▇▇▇▇ and Warehouse, in the form attached to Exhibit H; (xi) The execution and delivery of the Termination Agreement by Warehouse, ▇▇▇▇ Brands, LLC, ▇▇▇▇▇ ▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇, in the form attached to Exhibit I; and (xii) The execution and delivery of such other instruments of sale, transfer, assignment, conveyance and delivery, warranty assignments of leases, assignments, and all other instruments of conveyance which are necessary or desirable to effect the transfer to Buyer of good and marketable title to the Purchased Assets (free and clear of all Liens), it being understood that all of the foregoing shall be reasonably satisfactory in form and substance to Buyer and its counselthis Agreement.

Closing Transactions. Subject to Upon the terms and conditions set forth in this AgreementAgreement and the other Transaction Documents, the Parties shall consummate agree that at the following “Closing Transactions” on the Closing DateClosing, among other things: (ia) The authorizing resolutions OC Topco shall contribute the ownership interests of each Party for the Modification AgreementOC Contributed Subsidiaries and OC Existing JVs held by OC Topco (or, this Agreementwhere OC Topco holds such interests indirectly, the other documents related thereto and Subsidiaries which hold, directly or indirectly, the transactions contemplated therein; (ii) The execution and delivery by the Parties ownership interests of the Modification Agreement, including OC Contributed Subsidiaries) to the Amended and Restated Secured Promissory Note and other documents related thereto (collectively, Company in exchange for 60% of the “Modification Documents”); (iii) The execution and delivery by the Seller Parties of a bill of sale and assignment and assumption agreement for the relevant Purchased Assets, Ownership Interests in the form attached to Exhibit A (the “Bill of Sale/Assignment Agreement”); (iv) The execution and delivery by the Parties of a patent assignment agreement for the relevant Purchased Assets, Company which shall be issued in the form attached name of and delivered to Exhibit B OC Topco (the “Patent Assignment”); (v) The execution and delivery by the Parties of a trademark assignment agreement for the relevant Purchased Assets, in the form attached to Exhibit C (the “Trademark Assignment”); (vi) The execution and delivery by the Parties of an intellectual property assignment agreement for the relevant Purchased Assets, in the form attached to Exhibit D (the “IP Assignment”); (vii) The execution and delivery by the Seller Parties of a limited power of attorney to facilitate the sale, conveyance, assignment, transfer and delivery to Buyer of the Purchased Assets, in the form attached to Exhibit E (the “Power of Attorney”); (viii) The execution and delivery of the Eyce Agreement Amendment it being agreed by the parties thereto, in that neither the form attached to Exhibit F; (ix) The execution and delivery results of the DaVinci Agreement Amendment any due diligence by the parties thereto, in the form attached to Exhibit G; (x) The execution and delivery of the License Termination by ▇▇▇▇ and Warehouse, in the form attached to Exhibit H; (xi) The execution and delivery of the Termination Agreement by Warehouse, ▇▇▇▇ Brands, LLC, ▇▇▇▇▇ ▇▇▇▇ Corning after the date hereof nor any breach of any warranty, representation or covenant made by Saint-Gobain in this Agreement or any other Transaction Document shall result in any modification of the parties relative Ownership Interests in the Company as set forth herein); (b) SG Topco shall contribute the ownership interests of the SG Contributed Subsidiaries and ▇▇SG Existing JVs held by SG Topco (or, where SG Topco holds such interests indirectly, the Subsidiaries and SG Existing JVs which hold, directly or indirectly, the ownership interests of the SG Contributed Subsidiaries) to the Company in exchange for 40% of the Ownership Interests in the Company which shall be issued in the name of and delivered to SG Topco (it being agreed by the parties that neither the results of any due diligence by Saint Gobain after the date hereof nor any breach of any warranty, representation or covenant made by ▇▇▇▇▇ ▇▇▇▇, Corning in this Agreement or any other Transaction Document shall result in any modification of the parties relative Ownership Interests in the form attached to Exhibit I; andCompany as set forth herein); (xiic) The execution the Parties shall execute and delivery of such other instruments of sale, transfer, assignment, conveyance and delivery, warranty assignments of leases, assignmentsdeliver, and all other instruments of conveyance which are necessary or desirable shall cause their respective Affiliates to effect execute and deliver, as applicable, the transfer to Buyer of good and marketable title to the Purchased Assets (free and clear of all Liens), it being understood that all of the foregoing shall be reasonably satisfactory in form and substance to Buyer and its counselTransaction Documents.

Closing Transactions. (a) Subject to the terms and conditions set forth in of this Agreement, the Parties transactions described in this Agreement shall consummate the following “Closing Transactions” on the Closing Date: (i) The authorizing resolutions of each Party for the Modification Agreement, this Agreement, the other documents related thereto and the transactions contemplated therein; (ii) The execution and delivery by the Parties of the Modification Agreement, including the Amended and Restated Secured Promissory Note and other documents related thereto (collectively, the “Modification Documents”); (iii) The execution and delivery by the Seller Parties of a bill of sale and assignment and assumption agreement for the relevant Purchased Assets, in the form attached to Exhibit A be consummated (the “Bill "Closing") at ------- the offices of Sale/Assignment Agreement”); (iv) The execution and delivery by the Parties of a patent assignment agreement for the relevant Purchased Assets, in the form attached to Exhibit B (the “Patent Assignment”); (v) The execution and delivery by the Parties of a trademark assignment agreement for the relevant Purchased Assets, in the form attached to Exhibit C (the “Trademark Assignment”); (vi) The execution and delivery by the Parties of an intellectual property assignment agreement for the relevant Purchased Assets, in the form attached to Exhibit D (the “IP Assignment”); (vii) The execution and delivery by the Seller Parties of a limited power of attorney to facilitate the sale, conveyance, assignment, transfer and delivery to Buyer of the Purchased Assets, in the form attached to Exhibit E (the “Power of Attorney”); (viii) The execution and delivery of the Eyce Agreement Amendment by the parties thereto, in the form attached to Exhibit F; (ix) The execution and delivery of the DaVinci Agreement Amendment by the parties thereto, in the form attached to Exhibit G; (x) The execution and delivery of the License Termination by ▇▇▇▇ and Warehouse, in the form attached to Exhibit H; (xi) The execution and delivery of the Termination Agreement by Warehouse, ▇▇▇▇ Brands, LLC, ▇▇▇▇▇ & ▇▇▇▇ and ▇▇, ▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, 10:00 a.m. (local time), on the first business day following the date on which the conditions to the Closing set forth in Article 3 have been satisfied or waived, or at such other place, time or date as Seller and Purchaser may agree. The date of the Closing is referred to herein as the "Closing Date". ------------ (b) At the Closing, the Seller shall execute and deliver to the Purchaser the following agreements and instruments (collectively, the "Closing ------- Documents"): --------- (i) an assignment of Assigned Trademark, in substantially the form attached hereto as Exhibit A (the "Trademark Assignment"); --------- -------------------- (ii) an assignment of the ANDAs in substantially the form attached hereto as Exhibit B (the "Regulatory Assignment"); ---------- --------------------- (iii) a ▇▇▇▇ of sale, in substantially the form attached hereto as Exhibit C (the "▇▇▇▇ of Sale") transferring ownership of the Inventory --------- ------------ to Purchaser; (iv) an assignment and assumption agreement, substantially in the form attached hereto as Exhibit D (the "Assignment and Assumption --------- ------------------------- Agreement"), pursuant to which Seller assigns to Purchaser, Seller's right, title and interest under the Assumed Contracts and Seller assumes Seller's obligations thereunder; (v) a transition services agreement, substantially in the form attached hereto as Exhibit IE (the "Transition Services Agreement"), --------- ----------------------------- pursuant to which Seller shall provide to Purchaser certain services in connection with the Products until January 31, 2000. (vi) an opinion of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇, counsel to Seller solely as to due incorporation, due authorization, execution, delivery and enforceability. (vii) a certificate of an executive officer of Seller confirming the satisfaction of the conditions set forth in Section 3.1; ----------- (viii) a certificate of the Secretary or an Assistant Secretary of Seller certifying as to (A) Seller's charter documents, (B) Seller's good standing, (C) the resolutions in which Seller's board of directors approved this Agreement, the Closing Documents and the transactions contemplated hereby and thereby, and (D) the incumbency of Seller's officers who execute any documents on behalf of Seller in connection with this Agreement; (ix) the Release; (x) a consent executed by Oread, Inc. consenting to the assignment by Seller to Purchaser of the Manufacturing Agreement; and (xiixi) The execution a release from PNC Bank, National Association and delivery BankAmerica Business Credit Inc. substantially in the form of such other instruments Exhibit F hereto and the related UCC-3s. (c) At the Closing, the Purchaser shall execute and/or deliver to the Seller: (i) by wire transfer to a bank designated by Seller, in immediately available funds, an amount equal to the Purchase Price; (ii) the Trademark Assignment; (iii) the Regulatory Assignment; (iv) the ▇▇▇▇ of saleSale; (v) the Assignment and Assumption Agreement; (vi) the Transition Services Agreement (vii) a certificate of an executive officer of Purchaser confirming the satisfaction of the conditions set forth in Section 3.2; and ----------- (viii) a certificate of the Secretary or an Assistant Secretary of Purchaser certifying as to (A) Purchaser's charter documents, transfer(B) Purchaser's good standing, assignment(C) the resolutions in which Purchaser's board of directors approved this Agreement, conveyance the Closing Documents and delivery, warranty assignments of leases, assignmentsthe transactions contemplated hereby and thereby, and all other instruments (D) the incumbency of conveyance which are necessary or desirable to effect the transfer to Buyer Purchaser's officers who execute any documents on behalf of good and marketable title to the Purchased Assets (free and clear of all Liens), it being understood that all of the foregoing shall be reasonably satisfactory Purchaser in form and substance to Buyer and its counselconnection with this Agreement.

Closing Transactions. Subject Upon the terms and subject to the satisfaction or waiver of the conditions set forth in this Agreement, the Parties shall consummate the following “Closing Transactions” on the Closing Date:, in the order set forth below but substantially contemporaneously (it being agreed that none of the following shall be deemed to have occurred unless all of the following shall have occurred): (a) United shall adopt, by all requisite corporate action, the United New Organizational Documents. United shall cause the United New Charter to be executed in accordance with the relevant provisions of the DGCL and filed with the Secretary of State of the State of Delaware. (b) In accordance with and pursuant to the Investment Agreement, United shall issue the United Series C Preferred Stock to the subscribers party thereto. (c) Prior to the Merger, (i) immediately following the assignment of the Second Amended and Restated 2011 Program License Agreement, by and between OpCo and Univision Communications Inc. from Torch to a Subsidiary of United pursuant to the Assignment, Assumption and Termination Agreement for such agreement attached hereto as Attachment O, Torch shall pay to OpCo any amounts then owing by Torch to OpCo pursuant to the Content Licensing Agreement, by and between Torch and OpCo (the “CLA” and, such amount, the “CLA Payable”), (ii) following receipt by OpCo of payment in full of the CLA Payable, Torch (or its applicable Subsidiary) shall cause OpCo to declare and pay a dividend in an amount not to exceed the CLA Payable (the transactions contemplated by clause (i) and this clause (ii), the “Torch CLA Transactions”), (iii) to the extent the amount set forth in clause (i) exceeds the amount set forth in clause (ii), Torch (or its applicable Subsidiary) shall cause OpCo to approve a capital reduction, pursuant to which OpCo shall be bound to consummate such capital reduction by redeeming shares for an amount of cash equal to such excess (the “Capital Reduction Amount”), which Capital Reduction Amount shall be paid by OpCo no later than immediately prior to the Merger (the transactions contemplated by this clause (iii), the “Capital Reduction”), and (iv) Torch (or its applicable Subsidiary), shall cause (or have previously caused) certain programming rights and other related agreements set forth on Schedule 3 hereto (the “TV Programming Rights”) to be assigned to a ContentCo Entity in exchange for a payable in an amount equal to the amount set forth in Schedule 3 hereto (such amount, the “TV Programming Rights Amount”), which TV Programming Rights Amount shall be paid by such ContentCo Entity immediately following the Merger and as set forth below. (d) Immediately prior to the Merger, Torch or certain of its Subsidiaries shall sell, and United or certain Subsidiaries of United (each such entity, a “United Purchaser Sub”) shall purchase, (i) each of the Purchased Equity Interests and (ii) each of the Purchased Rights, in each case, for the cash consideration set forth on Schedule 3 hereto opposite such Purchased Equity Interest or Purchased Right (such amounts in the aggregate, the “Aggregate Purchased Equity and Purchased Rights Consideration”). (e) Immediately prior to the Merger, OpCo shall pay, or cause to be paid, to Torch, if the following amount is a positive amount, or Torch shall pay, or cause to be paid, to OpCo, if the following amount is a negative amount, the sum of (A) the Estimated ContentCo Working Capital less (C) the Target Working Capital Amount plus (D) the Estimated ContentCo Cash less (E) the absolute value of the Estimated ContentCo Indebtedness (such resulting amount, the “Closing Consideration”). The Closing Consideration so determined shall be treated, for all Mexican legal and tax purposes, as giving rise to an adjustment in accordance with Section 5.14(f). (f) Merger Sub, which United shall have previously caused to be incorporated with initial capital of not less than $1,946,500,000, shall be merged, in accordance with and pursuant to the Merger Documents, with the ContentCos in a fusión por absorbción, with OpCo as the surviving entity in the Merger. The Merger shall have the effects provided in this Agreement and the Merger Documents. (g) In the Merger, United (or its applicable Subsidiary) shall receive common stock of OpCo representing fifty six and five tenths percent (56.5%) percent of the equity capitalization of OpCo. (h) Immediately following the Merger, OpCo shall (i) repay in full the intercompany payable in respect of the TV Programming Rights and (ii) shall repay in full any Permitted Intercompany Payables (as defined in Section 5.13 of the Torch Disclosure Letter) owing by OpCo (the “OpCo Payable Settlement”). (i) The authorizing resolutions of each Party for Immediately following the Modification AgreementMerger, this Agreement, the other documents related thereto and the transactions contemplated therein; (ii) The execution and delivery by the Parties of the Modification Agreement, including the Amended and Restated Secured Promissory Note and other documents related thereto (collectively, the “Modification Documents”); (iii) The execution and delivery by the Seller Parties of pursuant to a bill of sale and assignment and assumption contribution agreement for the relevant Purchased Assets, in the form attached to Exhibit A of Attachment V hereto (the “Bill of Sale/Assignment Contribution Agreement”); , Torch (ivor its applicable Subsidiary) The execution shall contribute all of its equity interests in OpCo to United and delivery by the Parties receive as aggregate consideration therefor (i) 3,589,664 shares of a patent assignment agreement for the relevant Purchased AssetsUnited Class A Common Stock, in the form attached to Exhibit B (the “Patent Assignment”); (v) The execution and delivery by the Parties of a trademark assignment agreement for the relevant Purchased Assets, in the form attached to Exhibit C (the “Trademark Assignment”); (vi) The execution and delivery by the Parties of an intellectual property assignment agreement for the relevant Purchased Assets, in the form attached to Exhibit D (the “IP Assignment”); (vii) The execution and delivery by the Seller Parties of a limited power of attorney to facilitate the sale, conveyance, assignment, transfer and delivery to Buyer of the Purchased Assets, in the form attached to Exhibit E (the “Power of Attorney”); (viii) The execution and delivery of the Eyce Agreement Amendment by the parties thereto, in the form attached to Exhibit F; (ix) The execution and delivery of the DaVinci Agreement Amendment by the parties thereto, in the form attached to Exhibit G; (x) The execution and delivery of the License Termination by ▇▇▇▇ and Warehouse, in the form attached to Exhibit H; (xi) The execution and delivery of the Termination Agreement by Warehouse, ▇▇▇▇ Brands, LLC, ▇▇▇▇▇ ▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇, in the form attached to Exhibit I; and (xii) The execution and delivery of such other instruments of sale, transfer, assignment, conveyance and delivery, warranty assignments of leases, assignments, and all other instruments of conveyance which are necessary or desirable to effect the transfer to Buyer of good and marketable title to the Purchased Assets (free and clear of all Liens), it being understood that all Liens (except for restrictions on transfer generally arising under applicable federal securities Laws or state securities Law or pursuant to the terms of the foregoing United New Organizational Documents) (the “Common Share Consideration”) and (ii) 750,000 shares of United Series B Preferred Stock free and clear of all Liens (except for restrictions on transfer generally arising under applicable federal securities Laws or state securities Law or pursuant to the terms of the United New Organizational Documents) (the “Preferred Share Consideration” and, together with the Common Share Consideration, the “Share Consideration”). The Parties shall be reasonably satisfactory use reasonable best efforts to structure such contribution as a taxable sale or exchange for United States federal income tax purposes, and to do so in form a manner that does not create adverse consequences that are material to Torch or United. (j) Each of the Parties party thereto shall, and substance to Buyer shall cause each of their Subsidiaries party thereto to, execute, deliver and its counselenter into each of the Ancillary Agreements.

Closing Transactions. Subject to Concurrently with the conditions set forth in this Agreement, the Parties shall consummate the following “Closing Transactions” on the Closing DateClosing: (a) in accordance with Section 2.2(b) and the Estimated Closing Statement, Acquiror shall pay to each Company Stockholder that has (i) The authorizing resolutions delivered a letter of each Party for the Modification Agreement, this Agreement, the other documents related thereto and the transactions contemplated therein; (ii) The execution and delivery by the Parties of the Modification Agreement, including the Amended and Restated Secured Promissory Note and other documents related thereto (collectively, the “Modification Documents”); (iii) The execution and delivery by the Seller Parties of a bill of sale and assignment and assumption agreement for the relevant Purchased Assets, transmittal in the form attached to hereto as Exhibit A D, duly completed and validly executed in accordance with the instructions thereto, (ii) surrendered the certificate(s) evidencing the Company Stock (the “Bill Company Certificate”) for cancellation (or if the Company Certificate has been lost, stolen or destroyed, delivery of Sale/Assignment Agreementan affidavit of such fact (the “Affidavit”)), and (iii) delivered any required Form W-9 or Form W-8, to Acquiror, an amount equal to the Closing Cash Amount Per Share multiplied by the number of shares of Company Stock represented by the tendered Company Certificate or Affidavit 20 WA 4941984.13 WCSR 32390522v12 by wire transfer of immediately available United States funds to one or more bank accounts designated in the letter of transmittal; (ivb) The execution and delivery Acquiror shall deposit the Holdback Amount with the Representative, by wire transfer of immediately available United States funds to one or more bank accounts designated by the Parties of a patent assignment agreement for the relevant Purchased Assets, in the form attached to Exhibit B (the “Patent Assignment”)Representative; (vc) The execution and delivery Acquiror shall deposit the Escrow Amount into the Escrow Fund by the Parties wire transfer of a trademark assignment agreement for the relevant Purchased Assets, in the form attached to Exhibit C (the “Trademark Assignment”)immediately available United States funds; (vid) The execution and delivery Acquiror shall pay the Company Debt not paid by the Parties of an intellectual property assignment agreement for Company prior to the relevant Purchased Assets, in Closing pursuant to the form attached to Exhibit D (the “IP Assignment”)Estimated Closing Statement; (viie) The execution and delivery Acquiror shall pay the Company Bonuses not paid by the Seller Parties of a limited power of attorney Company prior to facilitate the sale, conveyance, assignment, transfer Closing to the Company pursuant to the Estimated Closing Statement and delivery the Company shall pay such Company Bonuses to Buyer of the Purchased Assets, in persons entitled thereto pursuant to the form attached to Exhibit E (the “Power of Attorney”)Estimated Closing Statement; (viiif) The execution and delivery of Acquiror shall pay the Eyce Agreement Amendment Company Merger Expenses not paid by the parties thereto, in Company prior to the form attached Closing pursuant to Exhibit F; (ix) The execution and delivery of the DaVinci Agreement Amendment by the parties thereto, in the form attached to Exhibit G; (x) The execution and delivery of the License Termination by ▇▇▇▇ and Warehouse, in the form attached to Exhibit H; (xi) The execution and delivery of the Termination Agreement by Warehouse, ▇▇▇▇ Brands, LLC, ▇▇▇▇▇ ▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇, in the form attached to Exhibit IEstimated Closing Statement; and (xiig) The execution Acquiror, the Company, and delivery the Representative (on behalf of the Company Stockholders) shall make such other instruments of sale, transfer, assignment, conveyance and delivery, warranty assignments of leases, assignments, and all other instruments of conveyance which deliveries as are necessary or desirable to effect the transfer to Buyer of good and marketable title to the Purchased Assets (free and clear of all Liens), it being understood that all of the foregoing shall be reasonably satisfactory in form and substance to Buyer and its counselrequired by Article 9.

Closing Transactions. Subject to At the conditions set forth Closing, the parties shall take the actions and deliver the documents identified in this AgreementSection 5.2. The Closing shall not be deemed to have taken place, the Parties shall consummate the following “Closing Transactions” on the Closing Date: (i) The authorizing resolutions of each Party for the Modification Agreement, this Agreement, the other documents related thereto and the transactions contemplated therein;by this Agreement shall not be deemed to have been consumated, unless all of the closing transactions identified in this Section 5.2 have been completed or waived in writing by the parties. (iia) The execution and delivery by Seller shall deliver to the Parties Buyer an executed copy of the Modification Agreement, including the Amended and Restated Secured Promissory Note and other documents related thereto (collectively, the “Modification Documents”); (iii) The execution and delivery by the Seller Parties of a bill of sale and assignment and assumption agreement for the relevant Purchased Assets, in the form attached to Exhibit A (the “Bill of Sale/Assignment Agreement”); (iv) The execution and delivery by the Parties of a patent assignment agreement for the relevant Purchased Assets, in the form attached to Exhibit B (the “Patent Assignment”); (v) The execution and delivery by the Parties of a trademark assignment agreement for the relevant Purchased Assets, in the form attached to Exhibit C (the “Trademark Assignment”); (vi) The execution and delivery by the Parties of an intellectual property assignment agreement for the relevant Purchased Assets, in the form attached to Exhibit D (the “IP Assignment”); (vii) The execution and delivery by the Seller Parties of a limited power of attorney to facilitate the sale, conveyance, assignment, transfer and delivery to Buyer of the Purchased Assets, in the form attached to Exhibit E (the “Power of Attorney”); (viii) The execution and delivery of the Eyce Agreement Amendment by the parties thereto, in the form attached to Exhibit F; (ix) The execution and delivery of the DaVinci Agreement Amendment by the parties thereto, in the form attached to Exhibit G; (x) The execution and delivery of the License Termination by ▇▇▇▇ of Sale; (b) Each of the parties shall execute and Warehousedeliver to the other a copy of the Assignment and Assumption Agreement; (c) Buyer shall deliver to the Seller the Purchase Price by (i) wire transfer to the Seller's account of immediately available funds of $95,311.00; (ii) delivery of a promissory note in the principal amount of $1,334,041.76, substantially in the form of Exhibit C-1 attached hereto and (iii) delivery of a promissory note in the principal amount of $1,262,209.94 (subject to adjustment as provided in Section 2.1 hereof), substantially in the form of Exhibit HC-2 attached hereto. In addition, the Buyer shall wire transfer to the Seller's account $24,000 to reimburse a portion of the Seller's legal fees. (d) Each of the parties shall execute and deliver to the other a fully executed copy of the Management Services Agreement; (xie) The execution and delivery Seller shall deliver Restricted Stock Agreements to the Buyer executed by each of the Termination Agreement by Warehousephysicians receiving capital stock of the Buyer as of the date hereof, ▇▇▇▇ Brandsrespectively, LLCand the Buyer shall execute and deliver to the Seller Restricted Stock Agreements for each of the physicians receiving capital stock of the Buyer as of the date hereof, ▇▇▇▇▇ ▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇, respectively. (f) The Buyer shall deliver to the physicians receiving capital stock of the Buyer as of the date hereof stock certificates issued in their respective names as required under the form attached to Exhibit Iterms of the Restricted Stock Agreements; and (xiig) The execution and delivery of such other instruments of sale, transfer, assignment, conveyance and delivery, warranty assignments of leases, assignments, and all other instruments of conveyance which are necessary or desirable to effect the transfer to Buyer of good and marketable title Seller shall deliver to the Purchased Assets (free and clear of all Liens), it being understood that all Buyer Stockholder Non-Competition Agreements executed by each of the foregoing physicians receiving capital stock of the Buyer as of the date hereof; and (h) The Seller shall be reasonably satisfactory deliver to the Buyer a copy of the resolutions of the Seller authorizing the transactions contemplated hereby, accompanied by a certificate of the Seller stating that such resolution has been duly adopted in form accordance with the Seller's Articles of Incorporation and substance to Buyer and its counselBylaws.

Closing Transactions. Subject to At the conditions set forth in this Agreement, the Parties shall consummate the following “Closing Transactions” on the Closing DateClosing: (ia) The authorizing resolutions of each Party for the Modification Agreement, this AgreementInvestor, the other documents related thereto Company, the Company’s Subsidiaries and the transactions contemplated thereinother parties thereto shall execute and deliver to the other parties thereto the Amended Credit Agreement; (iib) The execution the Company shall duly adopt the amended and delivery by restated bylaws attached hereto as Annex A (the Parties of the Modification Agreement, including the “Amended and Restated Secured Promissory Note Bylaws”) and other documents related thereto (collectivelydeliver to the Investor a certified copy thereof, as the “Modification Documents”)Company’s bylaws in effect as of the Closing; (iiic) The execution and delivery by the Seller Parties Company shall file with the Secretary of a bill State of sale and assignment and assumption agreement for the relevant Purchased Assets, State of Delaware the certificate of designation containing the provisions in the form attached to Exhibit A hereto as Annex B (the “Bill Certificate of Sale/Assignment Designation”) creating a series of one share of preferred stock designated as Series A Preferred Stock; (d) the Company shall deliver to the Investor certified copies of the Company’s certificate of incorporation and or any document amendatory or supplemental thereto including the Certificate of Designation, each as in effect at the Closing; (e) the Company shall deliver the Series A Preferred Share (the “Preferred Share”) to the Investor; (f) the Company shall execute and deliver the warrant attached hereto as Annex C (the “Warrant”, and together with the Preferred Share, the “Issued Securities”) to the Investor; (g) the Company and the Investor shall each execute and deliver to the other party the registration agreement attached hereto as Annex D (the “Registration Rights Agreement”); (ivh) The execution the Company and delivery by an Affiliate of the Parties of a patent assignment Investor shall each execute and deliver to the other party the consulting agreement for the relevant Purchased Assets, in the form attached to Exhibit B hereto as Annex E (the “Patent AssignmentConsulting Agreement”); (vi) The execution the Company and delivery by the Parties each of a trademark assignment agreement for the relevant Purchased Assets, in the form attached to Exhibit C (the “Trademark Assignment”); (vi) The execution and delivery by the Parties of an intellectual property assignment agreement for the relevant Purchased Assets, in the form attached to Exhibit D (the “IP Assignment”); (vii) The execution and delivery by the Seller Parties of a limited power of attorney to facilitate the sale, conveyance, assignment, transfer and delivery to Buyer of the Purchased Assets, in the form attached to Exhibit E (the “Power of Attorney”); (viii) The execution and delivery of the Eyce Agreement Amendment by the parties thereto, in the form attached to Exhibit F; (ix) The execution and delivery of the DaVinci Agreement Amendment by the parties thereto, in the form attached to Exhibit G; (x) The execution and delivery of the License Termination by ▇▇▇▇▇ and Warehouse, in the form attached to Exhibit H; (xi) The execution and delivery of the Termination Agreement by Warehouse, ▇▇▇▇ Brands, LLC▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ and ▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ shall each execute and deliver to the other party an indemnification agreement substantially in the form attached hereto as Annex F; (j) the Company shall deliver to Exhibit Ithe Investor the Indemnification Subordination Agreements attached hereto as Annex G; (k) the Company shall deliver to the Investor certified copies of the resolutions duly adopted by the board of directors of the Company authorizing the execution, delivery and performance of this Agreement and the transactions contemplated hereby; (l) the Company shall deliver to the Investor certified copies of the resolutions duly adopted by the boards of directors of each Subsidiary of the Company (as applicable) authorizing the transactions contemplated hereby and the execution, delivery and performance of any agreements executed by such subsidiary in connection therewith; (m) the Company shall deliver to the Investor copies of all governmental consents, approvals and filings required in connection with the consummation of the transactions hereunder pursuant to the laws of Delaware; and (xiin) The execution and delivery of such other instruments of sale, transfer, assignment, conveyance and delivery, warranty assignments of leases, assignments, and all other instruments of conveyance which are necessary or desirable to effect the transfer to Buyer of good and marketable title to Company shall reimburse the Purchased Assets (free and clear of all Liens), it being understood that all of the foregoing shall be reasonably satisfactory in form and substance to Buyer Investor and its counselAffiliates (together, the “Investor Parties”) for the fees, costs and expenses incurred by the Investor Parties as described in Section 3.8 hereof.

Closing Transactions. Subject to At the conditions set forth in this AgreementClosing, the Parties following transactions shall consummate occur, all of such transactions being deemed to occur simultaneously: (a) RE3W DELIVERIES RE3W shall deliver, or cause to be delivered, to Acquirer and Sub, the following “Closing Transactions” on documents and shall take the Closing Datefollowing actions: (i) The authorizing resolutions Certificates, if any, representing all of each Party for the Modification Agreementissued and outstanding shares of RE3W Capital Stock, this Agreementor in lieu thereof, the other documents related thereto of assignment thereof in form and the transactions contemplated thereincontent reasonably satisfactory to Acquirer; (ii) The execution and delivery by the Parties Certificates or script, if any, representing all of the Modification AgreementUnits (or the Series E Shares and Series E Warrants separately) or in lieu thereof, including the Amended documents of assignment in form and Restated Secured Promissory Note and other documents related thereto (collectively, the “Modification Documents”)content reasonably satisfactory to Acquirer ; (iii) The execution and delivery by form of the Seller Parties Letter of a bill of sale and assignment and assumption agreement for the relevant Purchased AssetsTransmittal that RE3W intends to deliver to each Holder pursuant to Section 1.2(b)(ii), in the form attached to as Exhibit A (the “Bill of Sale/Assignment Agreement”);2.2(a)(iii) hereto. (iv) The execution Bridge Warrants and delivery by any certificates or agreements evidencing the Parties of a patent assignment agreement Bridge Warrants for the relevant Purchased Assets, cancellation in the form attached to Exhibit B (the “Patent Assignment”)accordance with Section 1.2(c) hereof; (v) The execution RE3W Options and delivery by any certificates or agreements evidencing the Parties of a trademark assignment agreement RE3W Options for the relevant Purchased Assets, cancellation in the form attached to Exhibit C (the “Trademark Assignment”)accordance with Section 1.2(d) hereof; (vi) The execution RE3W Bridge Notes and delivery by any certificates or agreements evidencing the Parties of an intellectual property assignment agreement RE3W Bridge Notes for the relevant Purchased Assets, cancellation in the form attached to Exhibit D (the “IP Assignment”)accordance with Section 1.2(e) hereof; (vii) The execution A certificate executed by an authorized officer of RE3W to the effect that all representations and delivery warranties made by the Seller Parties of a limited power of attorney to facilitate the sale, conveyance, assignment, transfer RE3W in this Agreement are true and delivery to Buyer correct on and as of the Purchased AssetsClosing, in the form attached as though originally given to Exhibit E (the “Power of Attorney”)Acquirer and Sub on said date; (viii) The execution and delivery An incumbency certificate signed by all of the Eyce Agreement Amendment by officers of RE3W dated at or about the parties thereto, in the form attached to Exhibit FClosing; (ix) The execution Copy of RE3W's Memorandum and delivery Articles of Association, as amended, in effect as of the DaVinci Agreement Amendment Closing, certified by the parties thereto, in Registered Agent of RE3W shall be delivered by RE3W (the form attached to Exhibit G"Memorandum and Articles"); (x) The execution and delivery Board resolution dated at or about the Closing authorizing the transactions contemplated by this Agreement (as defined in Section 3.1(a) certified by the Secretary of the License Termination by ▇▇▇▇ and Warehouse, in the form attached to Exhibit HRE3W; (xi) The execution and delivery Certificate of the Termination Secretary of RE3W to the effect that this Agreement and the Merger has been approved by Warehouse, ▇▇▇▇ Brands, LLC, ▇▇▇▇▇ ▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇, in written consent of holders of the form attached to Exhibit Irequisite number of RE3W's Capital Stock; and (xii) The execution and delivery Certificate of such other instruments the Secretary of sale, transfer, assignment, conveyance and delivery, warranty assignments of leases, assignmentsRE3W to the effect that (x) the Private Placement has closed, and all other instruments of conveyance which are necessary or desirable to effect (y) the transfer to Buyer of good and marketable title to Series E Shares the Purchased Assets (free and clear of all Liens), it being understood that all of Series E Warrants comprising the foregoing shall be reasonably satisfactory in form and substance to Buyer and its counselUnits have been issued.

Closing Transactions. Subject to the conditions set forth in this Agreement, the Parties shall consummate the following “Closing Transactions” on the Closing Date: (i) The authorizing resolutions of each Party for Buyer shall deliver the Modification Agreement, this Agreement, the other documents related thereto and the transactions contemplated thereinClosing Cash Consideration to Seller; (ii) The execution and delivery by Seller shall deliver to Buyer an irrevocable stock transfer power conveying the Parties of the Modification Agreement, including the Amended and Restated Secured Promissory Note and other documents related thereto (collectively, the “Modification Documents”)Company Stock; (iii) The execution Seller, the Company and delivery by Buyer, as applicable, shall execute and deliver the Seller Parties of a bill of sale and assignment and assumption agreement for the relevant Purchased Assets, in the form attached to Exhibit A (the “Bill of Sale/Assignment Agreement”)Transaction Documents; (iv) The execution Seller shall deliver to Buyer all corporate books and delivery by records of the Parties of a patent assignment agreement for the relevant Purchased Assets, Company in the form attached to Exhibit B (the “Patent Assignment”)Seller’s possession or under ▇▇▇▇▇▇’s control; (v) The execution Seller shall deliver to Buyer certified resolutions of the board of directors of the Company granting the duly authorized officers of the Company the authority to execute this Agreement, and delivery by the Parties of a trademark assignment agreement for the relevant Purchased Assetsany other transaction documents, in the form attached to Exhibit C (the “Trademark Assignment”)together with an incumbency certificate; (vi) The execution and delivery by the Parties of an intellectual property assignment agreement for the relevant Purchased Assets, in the form attached to Exhibit D (the “IP Assignment”); (vii) The execution and delivery by the Seller Parties of a limited power of attorney to facilitate the sale, conveyance, assignment, transfer and delivery shall deliver to Buyer resignation letters from all officers and directors of the Purchased Assets, in the form attached to Exhibit E (the “Power of Attorney”); (viii) The execution and delivery of the Eyce Agreement Amendment by the parties thereto, in the form attached to Exhibit F; (ix) The execution and delivery of the DaVinci Agreement Amendment by the parties thereto, in the form attached to Exhibit G; (x) The execution and delivery of the License Termination by ▇▇▇▇ and Warehouse, in the form attached to Exhibit H; (xi) The execution and delivery of the Termination Agreement by Warehouse, ▇▇▇▇ Brands, LLC, ▇▇▇▇▇ ▇▇▇▇ and Company other than ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, in which resignations shall be effective as of the form attached to Exhibit I; andClosing Date; (xiivii) The execution and delivery Buyer shall deliver to Seller certified resolutions of such other instruments the board of sale, transfer, assignment, conveyance and delivery, warranty assignments directors of leases, assignmentsBuyer granting the duly authorized officers of Buyer the authority to execute this Agreement, and all any other instruments of conveyance which are necessary or desirable to effect the transfer transaction documents, together with an incumbency certificate; (viii) Seller shall deliver to Buyer of good an updated title commitment for the Real Property and marketable title to pay the Purchased Assets (free and clear of all Liens)Title Company’s invoice, it being understood that Seller will use commercially reasonable efforts to cause the Title Company to issue the title policy as soon as reasonably practical after Closing; and (ix) Seller shall deliver to Buyer any and all of the foregoing shall other instructions as may be reasonably satisfactory in form and substance requested by ▇▇▇▇▇ to Buyer and its counselconsummate the transactions contemplated by this Agreement.

Closing Transactions. Subject to the terms and conditions set forth in this Agreement, the Parties shall consummate the following “Closing Transactions” transactions on the Closing Date: (ia) The authorizing resolutions of each Party for the Modification Agreement, this Agreement, the other documents related thereto Company and the transactions contemplated thereinMerger Sub shall cause the Certificate of Merger to be executed, acknowledged and filed with the Secretary of State of the State of Delaware; (iib) The execution the Purchaser shall deliver to the Agent the Closing Cash Payment Amount and delivery by the Parties Escrow Amount pursuant to the terms and conditions of the Modification Agreement, including the Amended escrow and Restated Secured Promissory Note exchange agent agreement in form and other documents related thereto (collectively, the “Modification Documents”); (iii) The execution and delivery by the Seller Parties of a bill of sale and assignment and assumption agreement for the relevant Purchased Assets, in the form attached substance substantially similar to Exhibit A C attached hereto (the “Bill of Sale/Assignment Escrow and Exchange Agreement”); (ivc) The execution the Controlling Stockholders shall deliver to the Agent each of their Certificates and delivery by Options in accordance with the Parties provisions of a patent assignment Section 1.07; (d) the Purchaser shall deliver the Settlement Amount and the portion of Change of Control Amount which is not payable in connection with the Closing (which amount is set forth on Schedule 2 to the Secondary Escrow, provided that such Schedule may be modified pursuant to Section 6.09) to the Agent pursuant to the terms and conditions of the secondary escrow agreement for the relevant Purchased Assets, in the form attached and substance substantially similar to Exhibit B D attached hereto (the “Patent AssignmentSecondary Escrow Agreement”); (ve) The execution within two Business Days of Closing the Purchaser shall pay the remaining portion of the Change of Control Amount (which is payable in connection with the Closing) to the individuals, and delivery by the Parties of a trademark assignment agreement for the relevant Purchased Assets, in the form attached amounts, set forth on Schedule 1 (provided that such Schedule 1 may be modified pursuant to Exhibit C Section 6.09) to the Secondary Escrow Amount (such amounts to be paid by Purchaser net of the “Trademark Assignment”required withholding tax). (f) the Purchaser shall deliver to the Representative the Holdback Amount; (vig) The execution the Purchaser shall repay, or cause to be repaid, on behalf of the Company and delivery its Subsidiaries, all amounts necessary to discharge fully the then outstanding balance of all Funded Debt as of the Closing, by wire transfer of immediately available funds to the account(s) designated by the Parties holders of an intellectual property assignment agreement for the relevant Purchased Assets, in the form attached to Exhibit D (the “IP Assignment”)such Funded Debt; (viih) The execution and delivery by the Seller Parties of a limited power of attorney to facilitate the sale, conveyance, assignment, transfer and delivery to Buyer Purchaser shall pay on behalf of the Purchased Assets, in the form attached to Exhibit E (the “Power of Attorney”); (viii) The execution and delivery Company all Company Expenses that remain unpaid as of the Eyce Agreement Amendment by the parties thereto, in the form attached to Exhibit F; (ix) The execution and delivery of the DaVinci Agreement Amendment by the parties thereto, in the form attached to Exhibit G; (x) The execution and delivery of the License Termination by ▇▇▇▇ and Warehouse, in the form attached to Exhibit H; (xi) The execution and delivery of the Termination Agreement by Warehouse, ▇▇▇▇ Brands, LLC, ▇▇▇▇▇ ▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇, in the form attached to Exhibit IClosing Date; and (xiii) The execution the Purchaser, the Company and delivery the Representative (on behalf of the Stockholders and the Optionholders) shall make such other instruments of sale, transfer, assignment, conveyance and delivery, warranty assignments of leases, assignments, and all other instruments of conveyance which deliveries as are necessary or desirable to effect the transfer to Buyer of good and marketable title to the Purchased Assets (free and clear of all Liens), it being understood that all of the foregoing shall be reasonably satisfactory in form and substance to Buyer and its counselrequired by Article III hereof.

Closing Transactions. Subject to the conditions set forth in this Agreement, the Parties parties shall consummate the following “transactions (the "Closing Transactions” ") on the Closing Date: (i) The authorizing resolutions Seller shall deliver to Purchaser a Bill of each Party Sale for the Modification Agreement, this Agreement, the other documents related thereto and the transactions contemplated thereinPurchased Proprietary Rights to be sold ▇▇ Seller hereunder; (ii) The execution Seller shall deliver to Purchaser Assignments of Patents for each patent and delivery patent application to be sold by the Parties of the Modification Agreement, including the Amended and Restated Secured Promissory Note and other documents related thereto (collectively, the “Modification Documents”)Seller hereunder; (iii) The execution Purchaser shall deliver the Purchase Price to Seller (by wire transfer of immediately available funds to an account designated by Seller) and delivery by shall instruct its transfer agent to issue and deliver to Shareholder(s) the Seller Parties of a bill of sale and assignment and assumption agreement for certificates representing the relevant Purchased Assets, in the form attached to Exhibit A (the “Bill of Sale/Assignment Agreement”);Shares; and (iv) The execution Purchaser and delivery by the Parties of Joel Butler shall enter into a patent assignment two-year employment agreement for the relevant Purchased Assets, in the form attached to Exhibit B (the “Patent Assignment”); (v) The execution and delivery by the Parties of a trademark assignment agreement for the relevant Purchased Assets, in the form attached to Exhibit C (the “Trademark Assignment”); (vi) The execution and delivery by the Parties of an intellectual property assignment agreement for the relevant Purchased Assets, in the form attached to Exhibit D (the “IP Assignment”); (vii) The execution and delivery by the Seller Parties of a limited power of attorney to facilitate the sale, conveyance, assignment, transfer and delivery to Buyer of the Purchased Assets, in the form attached to Exhibit E (the “Power of Attorney”); (viii) The execution and delivery of the Eyce Agreement Amendment by the parties thereto, in the form attached to Exhibit F; (ix) The execution and delivery of the DaVinci Agreement Amendment by the parties thereto, in the form attached to Exhibit G; (x) The execution and delivery of the License Termination by ▇▇▇▇ ▇▇ ▇▇nual salary of $90,000, all benefits generally available to the Purchaser's other employees (the "Benefits"), and Warehousereimbursement of expenses reasonably incurred in relocating to Springfield, Missouri (subject to the Purchaser's advance approval of such expenses), and otherwise in the form attached and substance reasonably satisfactory to Exhibit H; (xi) Purchaser and Joel Butler. The execution and delivery of the Termination Agreement by Warehouse, employment agreement shall contain a non-co▇▇▇▇▇▇▇▇▇ Brands▇nd non-solicitation covenant during the employment period and for two years following termination of employment (if terminated by the Purchaser without cause, LLC, then one year following termination) and shall contain assignments to the Purchaser of all technology developed by Joel Butler during the employment period. Pursuant to the em▇▇▇▇▇▇▇▇ ▇▇reement, on the first day of employment, Joel Butler will receive an Option to purchase 100,000 share▇ ▇▇ ▇▇▇ ▇▇rchaser's common stock ("Hiring Option") at a price equal to the Market Value (as defined below) of the Purchaser's common stock on the date of this Agreement. The Closing Option shall become exercisable ninety days after the Closing Date, shall expire on the fifth anniversary of the Closing Date, and shall otherwise be in a form reasonably acceptable to the Purchaser and Joel Butler. Further, on each anniversary of the employee's ▇▇▇▇▇ ▇▇▇ ▇f employment until the termination of employee's employment, the Purchaser shall issue to Joel Butler options to acquire the Purchaser's common stock ("▇▇▇▇▇▇ ▇▇▇▇▇ Options") at an exercise price per share equal to the Market Value of the Purchaser's common stock on the applicable anniversary date. Each Annual Bonus Option shall have a term of five years. The number of shares issuable pursuant to an Annual Bonus Option shall equal the net profit (as reasonably determined by the Purchaser in accordance with generally accepted accounting principles and other reasonable assumptions and estimates necessary to make the determination), in the form attached year ending on such anniversary date, of the Purchaser's products that incorporate the Purchased Proprietary Rights multiplied by 5% and divided by the option exercise price per share. For example, if the net profits in a year ending on the first anniversary date equal $2 million and the Market Value on the anniversary date is $5, the exercise price per share shall be $5 (i.e., the Market Value) and the number of shares issuable pursuant to Exhibit I; and the first Annual Bonus Option shall be 20,000 shares of common stock (xii) The execution and delivery 2 million x 5% / $5). If the employment agreement is terminated by the Purchaser prior to the first anniversary of such other instruments of sale, transfer, assignment, conveyance and delivery, warranty assignments of leases, assignmentsthe Closing Date, and all other instruments the termination is without "cause" (as such term will be defined in the employment agreement), then the Purchaser shall continue to pay Joel Butler the annual salary and the Benefits through the f▇▇▇▇ ▇▇▇▇▇▇rsary of conveyance which are necessary or desirable to effect the transfer to Buyer Closing Date, as well as reimbursing Joel Butler for any relocation expenses incurred by Joel But▇▇▇ ▇▇▇▇▇ ▇o the termination of good employment and marketable title grant▇▇▇ ▇▇▇ ▇▇▇▇▇▇ Option. If the employment agreement is terminated for cause by the Purchaser prior to the Purchased Assets (free and clear of all Liens), it being understood that all first anniversary of the foregoing Closing Date, or if it is terminated by Joel Butler prior to the first anniversary of the Closing Da▇▇, ▇▇▇▇ ▇▇l compensation shall be reasonably satisfactory in form immediately terminate and substance Joel Butler shall refund to Buyer and its counselthe Purchaser all moving expenses ▇▇▇▇▇▇▇▇▇y reimbursed or paid directly by the Purchaser.

Closing Transactions. Subject to and upon the terms and conditions set forth in this AgreementAgreement each of the following shall occur at the Closing: (a) Each Holder, severally, shall sell to the Company, and the Company shall repurchase from each Holder, the Parties shall consummate principal amount of Notes set forth opposite the following “Closing Transactions” name of such Holder on the Closing DateSchedule I hereto for: (i) The authorizing resolutions cash in an amount equal to the principal amount of each Party for Notes set forth opposite such Holder’s name in Schedule I hereto (the Modification Agreement“Purchase Price”), this Agreementplus accrued and unpaid interest on such Notes to, but excluding, the other documents related thereto and the transactions contemplated thereinClosing Date; (ii) The execution and delivery the prepayment consideration set forth opposite the name of such Holder on Schedule I hereto (the “Prepayment Consideration”); and (iii) the number of Warrants set forth opposite the name of such Holder on Schedule I hereto (the “Number of Warrants”), signed by the Parties Company and countersigned by the Warrant Agent, each Warrant having the terms set forth in the Warrant Agreement, subject to adjustment pursuant to Section 5.7. (b) Each of the Modification Agreement, including 2008 Transaction Agreements shall automatically terminate in their entirety and be void and have no further effect without any further action by any of the parties hereto or thereto (the “Termination”). (c) The Company and KKR shall execute the Amended and Restated Secured Promissory Note Standstill Agreement to amend and other documents related thereto restate the 2008 Standstill Agreement. (collectivelyd) For the avoidance of doubt, the “Modification Documents”); termination pursuant to Section 7.1(b) hereof by any Other Holder of its obligations under this Agreement shall have no effect upon (iiii) The execution and delivery by the Seller Parties of a bill of sale and assignment and assumption agreement for the relevant Purchased Assets, in the form attached to Exhibit A (the “Bill of Sale/Assignment Agreement”); (iv) The execution and delivery by the Parties of a patent assignment agreement for the relevant Purchased Assets, in the form attached to Exhibit B (the “Patent Assignment”); (v) The execution and delivery by the Parties of a trademark assignment agreement for the relevant Purchased Assets, in the form attached to Exhibit C (the “Trademark Assignment”); (vi) The execution and delivery by the Parties of an intellectual property assignment agreement for the relevant Purchased Assets, in the form attached to Exhibit D (the “IP Assignment”); (vii) The execution and delivery by the Seller Parties of a limited power of attorney to facilitate the sale, conveyance, assignment, transfer and delivery to Buyer of the Purchased Assets, in the form attached to Exhibit E (the “Power of Attorney”); (viii) The execution and delivery of the Eyce Agreement Amendment by the parties thereto, in the form attached to Exhibit F; (ix) The execution and delivery of the DaVinci Agreement Amendment by the parties thereto, in the form attached to Exhibit G; (x) The execution and delivery of the License Termination by ▇▇▇▇ and Warehouse, in the form attached to Exhibit H; (xi) The execution and delivery of the Termination Agreement by Warehousecontemplated in Section 2.1(b) hereof, ▇▇▇▇ Brands, LLC, ▇▇▇▇▇ ▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇, in the form attached which Termination shall be deemed effective at Closing with respect to Exhibit I; and (xii) The execution and delivery of such other instruments of sale, transfer, assignment, conveyance and delivery, warranty assignments of leases, assignments, and all other instruments of conveyance which are necessary or desirable to effect the transfer to Buyer of good and marketable title to the Purchased Assets (free and clear of all Liens), it being understood that all of the foregoing shall be reasonably satisfactory parties to the 2008 Transaction Agreements, or (ii) the obligation of the Company and KKR to execute at Closing the Amended and Restated Standstill Agreement as contemplated in form and substance to Buyer and its counselSection 2.1(c) hereof.

Closing Transactions. Subject At the Closing: (a) the Company and Merger Sub shall cause the Certificate of Merger to be executed, acknowledged and filed with the conditions set forth in this Agreement, Secretary of State of the Parties State of Delaware; (b) Buyer shall consummate the following “Closing Transactions” on the Closing Datedeliver or cause to be delivered: (i) The authorizing resolutions of each Party for the Modification Agreement, this Agreementto Blocker Seller (or LPC IV-A as provided in Section 1.02(c)), the other documents related thereto Blocker Closing Payment and the transactions contemplated thereinportion of the Share Consideration as set forth in the Estimated Closing Statement, in restricted book-entry form in the books and records maintained by the transfer agent for Parent Common Stock reflecting the ownership of such shares of Parent Common Stock, along with evidence from the transfer agent of such ownership; (ii) The execution to the Paying Agent, the Estimated Closing Cash Payment, less the Blocker Closing Payment; (iii) to each Designated Unitholder that has delivered a Letter of Transmittal to the Paying Agent prior to the Closing, the Share Consideration as set forth in the Estimated Closing Statement, in restricted book-entry form in the books and delivery records maintained by the Parties transfer agent for Parent Common Stock reflecting the ownership of such shares of Parent Common Stock by such Designated Unitholder, along with evidence from the transfer agent of such ownership; provided, that any Designated Unitholder may, in its sole discretion, direct that any Share Consideration that is payable to such Designated Unitholder hereunder instead be delivered to, and registered in the name of, any person or entity that such Designated Unitholder would otherwise be permitted to transfer the Share Consideration to pursuant to Section 8.10; (iv) to the Escrow Agent, the Adjustment Escrow Amount, the Indemnity Escrow Amount and the Specific Escrow Amount; and (v) to the Representative, the Representative Holdback; (c) Buyer shall pay, on behalf of the Modification AgreementCompany and its Subsidiaries, including all amounts necessary to fully discharge the Amended and Restated Secured Promissory Note and other documents related thereto then-outstanding balance of any Funded Debt listed on Schedule 3.02(c), pursuant to customary payoff letters from the holders of all such Funded Debt by wire transfer of immediately available funds to the account(s) designated by the holders of such Funded Debt (collectively, the “Modification DocumentsPayoff Letters”); (iiid) The execution Buyer shall pay, on behalf of the Company and delivery by its Subsidiaries, all Transaction Expenses that remain unpaid as of the Seller Parties of a bill of sale and assignment and assumption agreement for the relevant Purchased AssetsEffective Time, in the form amounts and to the Persons identified by the Company prior to Closing; (e) Blocker Seller shall deliver to Parent: (i) the stock certificate(s) representing the Blocker Shares, together with duly executed stock powers; (ii) a certificate, dated as of the Closing Date and signed by an officer of Blocker Seller, stating that the conditions specified in Sections 10.01 and 10.02 with respect to Blocker and Blocker Seller have been satisfied; (iii) a certificate of the Secretary (or equivalent officer) of Blocker certifying that attached to Exhibit A thereto are true and complete copies of (A) the “Bill articles of Sale/Assignment Agreement”)incorporation of Blocker, and all amendments thereto, as certified by the Delaware Secretary of State; and (B) the bylaws of Blocker, and all amendments thereto; (iv) The execution and delivery by a certificate of good standing dated not more than ten days prior to the Parties Closing Date for Blocker from the Delaware Secretary of a patent assignment agreement for State, attesting to the relevant Purchased Assets, good standing in the form attached to Exhibit B (the “Patent Assignment”)such jurisdiction; (v) The execution duly executed written resignations or removals, effective as of the Closing, of each such officers and delivery members of the board of directors of Blocker designated by Parent in writing at least five Business Days prior to Closing; and (vi) an executed IRS Form W-9; provided that in no event shall Blocker Seller’s failure to provide such executed IRS Form W-9 be deemed to be a failure of any condition set forth in Section 10.02 to have been met and the sole remedy of any such failure shall be to withhold Taxes from the consideration otherwise payable to Blocker Seller hereunder in accordance with Section 2.10; (f) the Company shall deliver to Buyer: (i) a certificate, dated as of the Closing Date and signed by an officer of the Company, stating that the conditions specified in Sections 10.01 and 10.02 with respect to the Company have been satisfied; (ii) an executed IRS Form W-9 from each Designated Unitholder; provided that in no event shall any Designated Unitholder’s failure to provide such executed IRS Form W-9 be deemed to be a failure of any condition set forth in Section 10.02 to have been met and the sole remedy of any such failure shall be to withhold Taxes from the consideration otherwise payable to such Designated Unitholder hereunder in accordance with Section 2.10; (iii) duly executed written resignations or removals, effective as of the Closing, of each such officers and members of the board of managers of the Company designated by Buyer in writing at least five Business Days prior to Closing; (iv) evidence that the Management Services Agreement has been terminated effective as of no later than the Closing; (v) a certificate of the Secretary (or equivalent officer) of the Company certifying that attached thereto are true and complete copies of (A) the certificate of formation of the Company, and all amendments thereto, as certified by the Parties Delaware Secretary of a trademark assignment agreement for State; and (B) the relevant Purchased AssetsLLC Agreement, in the form attached to Exhibit C (the “Trademark Assignment”)and all amendments thereto; (vi) The execution a certificate of the Secretary (or equivalent officer) or member of each Subsidiary certifying that attached thereto are true and delivery complete copies of (A) the certificate of formation of such Subsidiary, and all amendments thereto, as certified by the Parties Secretary of an intellectual property assignment State of the jurisdiction of formation of each such Subsidiary; and (B) the operating agreement for the relevant Purchased Assetsof such Subsidiary, in the form attached to Exhibit D (the “IP Assignment”)and all amendments thereto; (vii) The execution certificates of good standing dated not more than ten days prior to the Closing Date for the Company and delivery by each of its Subsidiaries from the Seller Parties Secretary of a limited power of attorney to facilitate the sale, conveyance, assignment, transfer and delivery to Buyer State of the Purchased Assetsjurisdiction of formation of each such entity, attesting to the good standing in the form attached to Exhibit E (the “Power such jurisdiction of Attorney”);such entity; and (viii) The execution and delivery of the Eyce Agreement Amendment by the parties thereto, in the form attached to Exhibit FPayoff Letters; (ixg) The execution and delivery of the DaVinci Agreement Amendment Representative shall deliver to Buyer (i) the Escrow Agreement, duly executed by the parties theretoRepresentative and the Escrow Agent and (ii) the Paying Agent Agreement, in duly executed by the form attached to Exhibit G; (x) The execution Representative and delivery of the License Termination by ▇▇▇▇ and Warehouse, in the form attached to Exhibit H; (xi) The execution and delivery of the Termination Agreement by Warehouse, ▇▇▇▇ Brands, LLC, ▇▇▇▇▇ ▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇, in the form attached to Exhibit IPaying Agent; and (xiih) The execution and delivery of such other instruments of sale, transfer, assignment, conveyance and delivery, warranty assignments of leases, assignments, and all other instruments of conveyance which are necessary or desirable to effect the transfer to Buyer of good and marketable title Parties shall deliver to the Purchased Assets Representative: (free and clear of all Liens)i) a certificate, it being understood that all dated as of the foregoing shall be reasonably satisfactory Closing Date and signed by an officer of Buyer, stating that the conditions specified in form Sections 11.01 and substance 11.02 with respect to Buyer and its counselMerger Sub have been satisfied; (ii) a certificate, dated as of the Closing Date and signed by an officer of Parent, stating that the conditions specified in Sections 11.01 and 11.02 with respect to Parent have been satisfied; and (iii) the Escrow Agreement, duly executed by Buyer and the Escrow Agent; and (iv) the Paying Agent Agreement, duly executed by Buyer and the Paying Agent.

Closing Transactions. Subject to the conditions set forth in this Agreement, the Parties parties shall consummate the following “Closing Transactions” on transactions at the Closing DateClosing: (i) The authorizing resolutions Each Seller shall deliver to Buyer the certificates representing the Securities owned by such Seller, duly endorsed for transfer or accompanied by stock powers in substantially the form attached hereto as Exhibit C, and free and clear of each Party for all Encumbrances (other than applicable restrictions under the Modification Agreement, this Agreement, the other documents related thereto Securities Act and the transactions contemplated thereinstate securities Laws); (ii) The execution Buyer shall deliver to each Seller, by wire transfer of immediately available funds to the account designated by such Seller on Schedule 1.3(b)(ii), an amount equal to the product of (A) such Seller’s Pro Rata Share and delivery by (B) the Parties of the Modification Agreement, including the Amended and Restated Secured Promissory Note and other documents related thereto (collectively, the “Modification Documents”)Cash Portion; (iii) The execution Buyer shall execute and delivery by the Seller Parties of a bill of sale and assignment and assumption agreement for the relevant Purchased Assets, in the form attached deliver to Exhibit A (the “Bill of Sale/Assignment Agreement”); (iv) The execution and delivery by the Parties of a patent assignment agreement for the relevant Purchased Assets, in the form attached to Exhibit B (the “Patent Assignment”); (v) The execution and delivery by the Parties of a trademark assignment agreement for the relevant Purchased Assets, in the form attached to Exhibit C (the “Trademark Assignment”); (vi) The execution and delivery by the Parties of an intellectual property assignment agreement for the relevant Purchased Assets, in the form attached to Exhibit D (the “IP Assignment”); (vii) The execution and delivery by the Seller Parties of a limited power of attorney to facilitate the sale, conveyance, assignment, transfer and delivery to Buyer of the Purchased Assets, in the form attached to Exhibit E (the “Power of Attorney”); (viii) The execution and delivery of the Eyce Agreement Amendment by the parties thereto, in the form attached to Exhibit F; (ix) The execution and delivery of the DaVinci Agreement Amendment by the parties thereto, in the form attached to Exhibit G; (x) The execution and delivery of the License Termination by ▇▇▇▇ and Warehouse, in the form attached to Exhibit H; (xi) The execution and delivery of the Termination Agreement by Warehouse, ▇▇▇▇ Brands, LLC, ▇▇▇▇▇ ▇▇▇▇ and ▇▇▇▇▇▇▇ the ▇▇▇▇▇▇▇ Note; (iv) Buyer shall execute and deliver to ▇▇▇▇▇▇▇ the ▇▇▇▇▇▇▇ Note; (v) [Reserved]; (vi) The Acquired Entities shall pay to each of the Bonus Recipients the unpaid portion of any Transaction Bonus due and payable to such Bonus Recipient as of the Closing within five (5) Business Days following the Closing; it being understood and agreed that, in each case, such payment shall be subject to reduction in respect of all applicable federal, state and local tax withholdings; (vii) Sellers shall deliver to Buyer or to the form attached premises of the Acquired Entities all corporate books and records of each of the Acquired Entities; (viii) Sellers shall deliver to Exhibit IBuyer copies of all consents and approvals listed on Schedule 1.3(b)(viii); (ix) Sellers shall deliver to Buyer copies of all filings, authorizations and approvals and other Permits by, with or to any Governmental Entity listed on Schedule 1.3(b)(viii); (x) Sellers shall deliver to Buyer payoff letters with respect to all Indebtedness included in the determination of the Cash Portion of the Purchase Price which Buyer has notified the Sellers of its intent to repay or prepay on the Closing Date and releases of any and all Encumbrances in respect of any Indebtedness shall have been obtained, in each case on terms reasonably satisfactory to Buyer; (xi) Sellers shall deliver, or caused to be delivered, to Buyer all of the following: (A) certified copies of the resolutions of each Acquired Entity’s board of directors authorizing the execution, delivery and performance of this Agreement and the other agreements contemplated hereby and the consummation of the transactions contemplated hereby and thereby; (B) certified copies of the certificate of incorporation and by-laws of each Acquired Entity; (C) a certificate of the secretary of state of the state in which each Acquired Entity is incorporated and each state in which each Acquired Entity is required to be qualified to do business stating that such Acquired Entity is in good standing in such state; (D) a certificate from each Acquired Entity meeting the requirements of Treasury Regulation Section 1.1445-2(c)(3); (E) resignations from each director of the Acquired Entities; and (xiiF) The execution and delivery of such other instruments of sale, transfer, assignment, conveyance and delivery, warranty assignments of leases, assignments, and all other instruments of conveyance which are necessary or desirable to effect the transfer to Buyer of good and marketable title to the Purchased Assets (free and clear of all Liens), it being understood that all of the foregoing documents required to be delivered by each Seller and such Seller’s spouse (if any) pursuant Section 9.1(g), duly executed by such Seller and/or such Seller’s spouse, as applicable. (xii) On or prior to the Closing Date, Buyer will have delivered, or caused to be delivered, to Sellers all of the following: (A) certified copies of the resolutions of Buyer’s board of directors authorizing the execution, delivery and performance of this Agreement and the other agreements contemplated hereby and the consummation of the transactions contemplated hereby and thereby; (B) certified copies of the certificate of incorporation and by-laws of Buyer; and (C) a certificate of the Secretary of State of the State of Delaware stating that Buyer is in good standing in such state. (xiii) Each of ▇▇▇▇▇▇▇ and Buyer shall be reasonably satisfactory enter into, as of the Closing, the employment agreement in substantially the form of Exhibit D attached hereto; and (xiv) Each of ▇▇▇▇▇▇▇ and substance to Buyer and its counselshall enter into, as of the Closing, the employment agreement in substantially the form of Exhibit E attached hereto.