Common use of Closing Transactions Clause in Contracts

Closing Transactions. On the Closing Date, the Parties shall consummate the following (all of which, when consummated on the Closing Date, shall be deemed to have been consummated simultaneously): (i) Buyer shall pay to Sellers (or to an Affiliate of Sellers designated by Sellers), by wire transfer to an account or accounts designated by Sellers in writing prior to the Closing Date, in immediately available funds, an aggregate amount equal to the Purchase Price, minus the Holdback Amount. (ii) Each Key Employee shall have delivered to Buyer a copy of such Key Employee’s Key Employee Employment Agreement duly executed by such Key Employee; (iii) 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 Assumption and Bill of Sale, duly executed by each Seller, in the form attached to this Agreement as Exhibit A (the “Assignment and Assumption and Bill of Sale”); D. the Patent Assignment Agreement, including all individual assignment and deeds attached thereto, duly executed by Sellers and their Subsidiaries (which shall include notarizations as specified in the Patent Assignment Agreement); E. each Transition Services Agreement duly executed by the Sellers party thereto; F. the Local Transfer Agreements, in each case, duly executed by the Seller party thereto; G. a duly executed and properly completed Internal Revenue Service Form W-9 or W-8, as applicable, of each Seller, establishing an exemption from U.S. federal backup withholding; H. copies of the resolutions duly adopted by the board of directors of each Seller authorizing the execution, delivery and performance of this Agreement and the Transaction Documents and approving the transactions contemplated hereby; and I. such other documents or instruments as Buyer may reasonably request to effect the transactions contemplated hereby, including any deeds, bills of sale, endorsements, consents, assignments and other good and sufficient instruments of conveyance and assignment as Buyer shall deem reasonably necessary to vest in Buyer or one or more of its designees all right, title and interest in, to and 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, in each case, duly executed by ▇▇▇▇▇’s Affiliate that is party thereto.

Closing Transactions. On At the Closing DateClosing, the Parties following shall consummate occur: (a) the following Investor shall deliver to the Company the Debentures to be surrendered by it under this Agreement, or a lost note affidavit in form and substance reasonably acceptable to the Company; (all b) the Company shall deliver to the Investor the Series C Preferred Stock to be issued by it under this Agreement in the form of which, when consummated on a stock certificate issued in the Closing Date, Investor's name; (c) the Company shall be deemed deliver to have been consummated simultaneously): the Investor evidence reasonably satisfactory to the Investor to the effect that (i) Buyer shall pay to Sellers (or to an Affiliate the Certificate of Sellers designated by Sellers), by wire transfer to an account or accounts designated by Sellers in writing prior Designation relating to the Closing DateSeries C Preferred Stock has been accepted for filing by the Secretary of State for the State of Delaware, in immediately available funds, an aggregate amount equal to the Purchase Price, minus the Holdback Amount. (ii) Each Key Employee shall the exchanges contemplated by the Other Exchange Agreements have delivered been consummated, (iii) each director entitled to Buyer a copy be designated by the Investor pursuant to the Certificate of such Key Employee’s Key Employee Employment Agreement Designation relating to the Series C Preferred Stock has, if named by the Investor, been duly executed by such Key Employeeelected to the Board of Directors of the Company, and (iv) the Management Services Agreement, dated as of July 20, 2000, between KPS Management and the Company has been terminated in full and is of no further force and effect; (iiid) Sellers the Investor and the Company shall execute and deliver the Investors' Agreement in the form annexed to Buyer each of this Agreement as EXHIBIT B, the following: A. all of Registration Rights Agreement in the Purchased Assets (subject to Section 2.3)form annexed hereto as EXHIBIT C, and the Termination Agreement in the form annexed hereto as EXHIBIT D; B. a certificate of good standing for each Seller (e) the Company and General Electric Capital Corporation shall enter into an amendment to the extent such a document is applicable to the jurisdiction Company's Credit Agreement, dated as of such Seller); C. an Assignment and Assumption and Bill of SaleJuly 20, duly executed by each Seller2000, in the form attached to this Agreement annexed hereto as Exhibit A (the “Assignment and Assumption and Bill of Sale”); D. the Patent Assignment Agreement, including all individual assignment and deeds attached thereto, duly executed by Sellers and their Subsidiaries (which shall include notarizations as specified in the Patent Assignment Agreement); E. each Transition Services Agreement duly executed by the Sellers party thereto; F. the Local Transfer Agreements, in each case, duly executed by the Seller party thereto; G. a duly executed and properly completed Internal Revenue Service Form W-9 or W-8, as applicable, of each Seller, establishing an exemption from U.S. federal backup withholding; H. copies of the resolutions duly adopted by the board of directors of each Seller authorizing the execution, delivery and performance of this Agreement and the Transaction Documents and approving the transactions contemplated herebyEXHIBIT E; and I. such other documents or instruments as Buyer may reasonably request to effect (f) the transactions contemplated hereby, including any deeds, bills Company and each of sale, endorsements, consents, assignments and other good and sufficient instruments of conveyance and assignment as Buyer shall deem reasonably necessary to vest in Buyer or one or more of its designees all right, title and interest in, to and 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. Investor shall enter into a Credit Enhancement Agreement in the Patent Assignment form annexed hereto as EXHIBIT F and an Option Agreement duly executed by ▇▇▇▇▇; C. each Transition Services Agreement duly executed by Buyer party thereto; D. in the Local Transfer Agreements, in each case, duly executed by ▇▇▇▇▇’s Affiliate that is party thereto.form annexed hereto as EXHIBIT G. SECTION 3

Closing Transactions. On Subject to the Closing Dateconditions set forth in this Agreement, the Parties parties shall consummate the following transactions (the "Closing Transactions") on the Closing Date: (i) Seller shall deliver to Purchaser a Bill of Sale for the Purchased Proprietary Rights to be sold ▇▇ Seller hereunder; (ii) Seller shall deliver to Purchaser Assignments of Patents for each patent and patent application to be sold by Seller hereunder; (iii) Purchaser shall deliver the Purchase Price to Seller (by wire transfer of immediately available funds to an account designated by Seller) and shall instruct its transfer agent to issue and deliver to Shareholder(s) the certificates representing the Shares; and (iv) Purchaser and Joel Butler shall enter into a two-year employment agreement ▇▇▇▇ ▇▇ ▇▇nual salary of $90,000, all benefits generally available to the Purchaser's other employees (the "Benefits"), and reimbursement of whichexpenses reasonably incurred in relocating to Springfield, when consummated Missouri (subject to the Purchaser's advance approval of such expenses), and otherwise in form and substance reasonably satisfactory to Purchaser and Joel Butler. The employment agreement shall contain a non-co▇▇▇▇▇▇▇▇▇ ▇nd non-solicitation covenant during the employment period and for two years following termination of employment (if terminated by the Purchaser without cause, 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 be deemed to have been consummated simultaneously): (i) Buyer shall pay to Sellers (or to an Affiliate expire on the fifth anniversary of Sellers designated by Sellers), by wire transfer to an account or accounts designated by Sellers in writing prior to the Closing Date, and shall otherwise be in immediately available funds, an aggregate amount equal a form reasonably acceptable to the Purchase PricePurchaser and Joel Butler. Further, minus the Holdback Amount. (ii) Each Key Employee shall have delivered to Buyer a copy of such Key Employee’s Key Employee Employment Agreement duly executed by such Key Employee; (iii) Sellers shall deliver to Buyer on each anniversary 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 Assumption and Bill of Sale, duly executed by each Seller, in the form attached to this Agreement as Exhibit A (the “Assignment and Assumption and Bill of Sale”); D. the Patent Assignment Agreement, including all individual assignment and deeds attached thereto, duly executed by Sellers and their Subsidiaries (which shall include notarizations as specified in the Patent Assignment Agreement); E. each Transition Services Agreement duly executed by the Sellers party thereto; F. the Local Transfer Agreements, in each case, duly executed by the Seller party thereto; G. a duly executed and properly completed Internal Revenue Service Form W-9 or W-8, as applicable, of each Seller, establishing an exemption from U.S. federal backup withholding; H. copies of the resolutions duly adopted by the board of directors of each Seller authorizing the execution, delivery and performance of this Agreement and the Transaction Documents and approving the transactions contemplated hereby; and I. such other documents or instruments as Buyer may reasonably request to effect the transactions contemplated hereby, including any deeds, bills of sale, endorsements, consents, assignments and other good and sufficient instruments of conveyance and assignment as Buyer shall deem reasonably necessary to vest in Buyer or one or more of its designees all right, title and interest in, to and 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 employee's ▇▇▇▇▇ and ▇▇▇ ▇f employment until the Affiliate termination of Buyer party thereto; B. employee's employment, the Patent Assignment Agreement duly executed by Purchaser shall issue to Joel Butler options to acquire the Purchaser's common stock ("▇▇▇▇▇; C. each Transition Services Agreement duly executed ▇ ▇▇▇▇▇ 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 Buyer party thereto; D. the Local Transfer AgreementsPurchaser in accordance with generally accepted accounting principles and other reasonable assumptions and estimates necessary to make the determination), in each casethe year ending on such anniversary date, duly executed 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 the first Annual Bonus Option shall be 20,000 shares of common stock (2 million x 5% / $5). If the employment agreement is terminated by the Purchaser prior to the first anniversary of the Closing Date, and 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▇▇▇▇ ▇▇▇▇▇’s Affiliate that ▇rsary of the Closing Date, as well as reimbursing Joel Butler for any relocation expenses incurred by Joel But▇▇▇ ▇▇▇▇▇ ▇o the termination of employment and grant▇▇▇ ▇▇▇ ▇▇▇▇▇▇ Option. If the employment agreement is party theretoterminated for cause by the Purchaser prior to the first anniversary of the Closing Date, or if it is terminated by Joel Butler prior to the first anniversary of the Closing Da▇▇, ▇▇▇▇ ▇▇l compensation shall immediately terminate and Joel Butler shall refund to the Purchaser all moving expenses ▇▇▇▇▇▇▇▇▇y reimbursed or paid directly by the Purchaser.

Closing Transactions. On Subject to the Closing Dateterms and conditions set forth in this Agreement, the Parties parties hereto shall consummate the following (all of which, when consummated 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, shall be deemed to have been consummated simultaneously): (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) Buyer shall pay to Sellers 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 an Affiliate 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 Sellers designated transmittal, representing the number of shares of Company Common Stock and Class A Preferred Stock held by Sellerssuch 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 an account 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 accounts 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 Sellers in writing the holders of such Funded Indebtedness; and the Company shall deliver to Inveresk prior to the Closing DateDate 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 immediately available fundsits 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) in accordance with Section 2.1(f), the Company shall pay at the Effective Time (A) to the respective holders of Options an aggregate amount equal to the Purchase PriceClosing Option Amount, minus it being understood that such payment shall be made via the Holdback Amount.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 (iii) Each Key Employee shall have delivered hereto (the "Bonus Amounts") to Buyer a copy of the persons set forth on such Key Employee’s Key Employee Employment Agreement duly executed by such Key EmployeeSchedule; (iiij) Sellers the individuals set forth on Exhibit C to this Agreement shall deliver to Buyer each 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 following: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; A. all (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 Purchased Assets 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 2.32.4. For purposes of clarification, none of the amounts described in Sections 2.3(e); B. a certificate of good standing for each Seller , (to the extent such a document is applicable to the jurisdiction of such Sellerf); C. an Assignment and Assumption and Bill of Sale, duly executed by each Seller, in the form attached to this Agreement as Exhibit A (the “Assignment and Assumption and Bill of Sale”); D. the Patent Assignment Agreement, including all individual assignment and deeds attached thereto, duly executed by Sellers and their Subsidiaries g) or (which h) above shall include notarizations as specified in the Patent Assignment Agreement); E. each Transition Services Agreement duly executed be paid by the Sellers party thereto; F. Company prior to or following the Local Transfer Agreements, in each case, duly executed by the Seller party thereto; G. a duly executed and properly completed Internal Revenue Service Form W-9 or W-8, as applicable, of each Seller, establishing an exemption from U.S. federal backup withholding; H. copies of the resolutions duly adopted by the board of directors of each Seller authorizing the execution, delivery and performance of this Agreement and the Transaction Documents and approving the transactions contemplated hereby; and I. such other documents or instruments as Buyer may reasonably request to effect the transactions contemplated hereby, including any deeds, bills of sale, endorsements, consents, assignments and other good and sufficient instruments of conveyance and assignment as Buyer shall deem reasonably necessary to vest in Buyer or one or more of its designees all right, title and interest in, to and under the Purchased Assets in the manner described herein free and clear of all LiensClosing Date. (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, in each case, duly executed by ▇▇▇▇▇’s Affiliate that is party thereto.

Closing Transactions. On Upon the Closing Dateterms and subject to the satisfaction or written waiver of the conditions contained in this Agreement, at the Parties shall consummate the following (all of which, when consummated on the Closing Date, shall be deemed to have been consummated simultaneously):Closing: (i) Buyer shall New Pubco will pay to Sellers (or cause SPAC to an Affiliate pay) to each Pre-Closing Holder their respective portion of Sellers designated by Sellers)the Company Cash Consideration as set forth in the Allocation Schedule, by wire transfer with New Pubco causing such cash payment to an account be made from the Trust Account, until all of the Trust Account funds have been paid out, and thereafter, from proceeds of any Financing or accounts designated by Sellers in writing prior to the Closing Date, in immediately other available funds, an aggregate amount equal to the Purchase Price, minus the Holdback Amount.cash;; (ii) Each Key Employee shall have delivered New Pubco will deliver to Buyer a copy the Pre-Closing Holders account statements from New Pubco’s transfer agent evidencing the book-entry position of such Key Employee’s Key Employee Employment Agreement duly executed by such Key Employeeeach Pre-Closing Holders’ portion of the Company Stock Consideration, if any, as set forth in the Allocation Schedule; (iii) Sellers shall New Pubco will deliver to Buyer each of the Company the following: A. all of the Purchased Assets (subject to Section 2.3); B. A) 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 Assumption and Bill of Sale, duly executed by each Seller, in the form attached to this Agreement as Exhibit A (the “Assignment and Assumption and Bill of Sale”); D. the Patent Assignment Agreement, including all individual assignment and deeds attached thereto, duly executed by Sellers and their Subsidiaries (which shall include notarizations as specified in the Patent Assignment Agreement); E. each Transition Services Agreement duly executed by the Sellers party thereto; F. the Local Transfer Agreements, in each casecertificate, duly executed by the Seller party theretosecretary of New Pubco and dated as of the Closing Date, attaching and certifying on behalf of New Pubco that attached thereto are true, correct and complete copies of the New Pubco Charter and New Pubco Bylaws; G. a duly executed and properly completed Internal Revenue Service Form W-9 (B) evidence of resignation, removal or W-8appointment, as applicable, of each Seller, establishing an exemption from U.S. federal backup withholdingthe persons contemplated by Section 2.06(c) and Section 2.06(d); H. copies of (C) the resolutions duly adopted by the board of directors of each Seller authorizing the executionRegistration Rights Agreement, delivery and performance of this Agreement and the Transaction Documents and approving the transactions contemplated hereby; and I. such other documents or instruments as Buyer may reasonably request to effect the transactions contemplated hereby, including any deeds, bills of sale, endorsements, consents, assignments and other good and sufficient instruments of conveyance and assignment as Buyer shall deem reasonably necessary to vest in Buyer or one or more of its designees all right, title and interest in, to and 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 ▇▇▇▇▇ New Pubco and the Affiliate stockholders of Buyer New Pubco party theretothereto (including Sponsor); B. (D) the Patent Assignment Agreement Tax Agreement, duly executed by New Pubco; (E) a copy of the First Certificate of ▇▇▇▇▇; C. each Transition Services Agreement ▇, duly executed by Buyer authorized representatives of SPAC and DTRT Merger Sub and file stamped by the Secretary of State of the State of Delaware; (F) a copy of the Certificate of Conversion, duly executed by an authorized representative of the Surviving Entity and file stamped by the Secretary of State of the State of Delaware; (G) the Second Certificate of Merger, duly executed by an authorized representative of New Pubco; and (H) evidence of the closing of the Financing Transactions or confirmation from the parties to the Financing Transaction that all closing conditions have been satisfied and that the Financing Transactions will close substantially simultaneously with the Closing; and (iv) The Company will deliver to New Pubco the following: (A) the Registration Rights Agreement, duly executed by the Company and the Pre-Closing Holders party thereto; D. (B) the Local Transfer Agreements, in each caseTax Agreement, duly executed by ▇▇▇▇▇’s Affiliate that is party theretothe Pre-Closing Holders; (C) the Second Certificate of Merger, duly executed by an authorized representative of Newco; and (D) a properly completed IRS Form W-9 from each of the Pre-Closing Holders.

Closing Transactions. On In connection with the Closing DateClosing, on the terms and subject to the conditions set forth in this Agreement, the Parties following transactions shall consummate occur in the following order set forth in this Section 2.01: (a) the Company Note Conversion and Company Warrant Settlement shall be consummated; (b) the Blocker Restructuring and the Company Recapitalization shall be consummated; (c) the Domestication Merger shall be consummated; (d) unless otherwise waived by the Company (it being understood that no approval of Pace or the Surviving Corporation shall be required for such waiver), the investors 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 Subscription Agreements against payment of the amounts set forth in the Subscription Agreements; (e) unless otherwise waived by the Company (it being understood that no approval of Pace or the Surviving Corporation shall be required for such waiver), subject to Section 4.01(g)(i), the investors 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 Forward Purchase Agreements against payment of the amounts set forth in the Forward Purchase Agreements; (f) the Reverse Blocker Mergers shall be consummated substantially simultaneously; (g) the Direct Blocker Mergers shall be consummated substantially simultaneously; and (h) the Surviving Corporation shall contribute all of which, when consummated on the Closing Date, shall be deemed to have been consummated simultaneously): assets then held by the Surviving Corporation (iother than Equity Interests of the Company) Buyer shall pay to Sellers (or to an Affiliate of Sellers designated by Sellers), by wire transfer to an account or accounts designated by Sellers in writing prior to the Closing DateCompany in exchange for such number of Company Up-C Units such that, in immediately available fundsafter giving effect to such exchange and the Blocker Mergers, an aggregate amount the Surviving Corporation shall hold a number of Company Up-C Units equal to the Purchase Price, minus number of shares of Surviving Corporation Class A Common Stock (after giving effect to the Holdback Amount. (iiconversion of the Surviving Corporation Class F Common Stock in accordance with the Surviving Corporation Certificate of Incorporation) Each Key Employee shall have delivered and Surviving Corporation Class G Common Stock issued and outstanding immediately after giving effect to Buyer a copy the Transactions. A portion of such Key Employee’s Key Employee Employment Agreement duly executed by such Key Employee; (iii) Sellers Company Up-C Units shall deliver be subject to Buyer each forfeiture in certain circumstances pursuant to the terms 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 Assumption and Bill of Sale, duly executed by each Seller, in the form attached to this Agreement as Exhibit A (the “Assignment and Assumption and Bill of Sale”); D. the Patent Assignment Agreement, including all individual assignment and deeds attached thereto, duly executed by Sellers and their Subsidiaries (which shall include notarizations as specified in the Patent Assignment Agreement); E. each Transition Services Agreement duly executed by the Sellers party thereto; F. the Local Transfer Agreements, in each case, duly executed by the Seller party thereto; G. a duly executed and properly completed Internal Revenue Service Form W-9 or W-8, as applicable, of each Seller, establishing an exemption from U.S. federal backup withholding; H. copies of the resolutions duly adopted by the board of directors of each Seller authorizing the execution, delivery and performance of this Agreement and the Transaction Documents and approving the transactions contemplated hereby; and I. such other documents or instruments as Buyer may reasonably request to effect the transactions contemplated hereby, including any deeds, bills of sale, endorsements, consents, assignments and other good and sufficient instruments of conveyance and assignment as Buyer shall deem reasonably necessary to vest in Buyer or one or more of its designees all right, title and interest in, to and under the Purchased Assets in the manner described herein free and clear of all LiensFourth A&R LLCA. (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, in each case, duly executed by ▇▇▇▇▇’s Affiliate that is party thereto.

Closing Transactions. On (a) At the Closing DateClosing, the Parties shall consummate the following (all of which, when consummated on the Closing Date, shall be deemed to have been consummated simultaneously):Buyer shall: (i) Buyer shall pay deliver or cause to Sellers (or to an Affiliate of Sellers designated by Sellers), by wire transfer to an account or accounts designated by Sellers in writing prior be delivered to the Closing DateSellers a Mandate Agreement (“Contratto ▇▇ ▇▇▇▇▇▇▇”) in respect of ▇▇▇▇▇▇▇▇’s engagement by the Company as a managing director (the “Managing Director Agreement”) between the Company, on the one hand, and ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, on the other hand, duly executed by the Company and in immediately available funds, an aggregate amount equal to the Purchase Price, minus the Holdback Amount.form attached hereto as Exhibit B; (ii) Each Key Employee shall have deliver or cause to be delivered to Buyer a copy of such Key Employee’s Key Employee Employment the Sellers an Escrow Agreement among Buyer, the Escrow Agent and the Sellers, duly executed by such Key Employeethe Escrow Agent and Buyer and in the form attached hereto as Exhibit C (the “Escrow Agreement”); (iii) deliver or cause to be delivered to the 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 secretary of such Seller); C. an Assignment and Assumption and Bill of Sale▇▇▇▇▇, duly executed by each Seller, in the form attached to this Agreement dated as Exhibit A (the “Assignment and Assumption and Bill of Sale”); D. the Patent Assignment Agreement, including all individual assignment and deeds attached thereto, duly executed by Sellers and their Subsidiaries (which shall include notarizations as specified in the Patent Assignment Agreement); E. each Transition Services Agreement duly executed by the Sellers party thereto; F. the Local Transfer Agreements, in each case, duly executed by the Seller party thereto; G. a duly executed and properly completed Internal Revenue Service Form W-9 or W-8, as applicable, of each Seller, establishing an exemption from U.S. federal backup withholding; H. copies of the Closing Date (A) attaching resolutions duly adopted by of the board of directors of each Seller Buyer authorizing the execution, delivery and performance of this Agreement and each of the Transaction Ancillary Documents to which Buyer is a party and approving the consummation of the transactions contemplated hereby; and I. hereby and thereby, and (B) certifying that such other documents resolutions have not been amended, terminated or instruments as Buyer may reasonably request to effect the transactions contemplated hereby, including any deeds, bills of sale, endorsements, consents, assignments and other good and sufficient instruments of conveyance and assignment as Buyer shall deem reasonably necessary to vest in Buyer or one or more of its designees all right, title and interest in, to and under the Purchased Assets in the manner described herein free and clear of all Liens.superseded; (iv) pay the Purchase Price to the Sellers and other applicable parties in accordance with Section 1.2; (v) deliver or cause to be delivered to the Sellers a Lease Agreement (the “New Lease Agreement”) between the Company, on the one hand, and Elettra Real Estate srl, a limited liability company incorporated under the Laws of Italy (the “Lessor”), on the other hand, duly executed by the Company and in the form attached as Exhibit F; (vi) deliver or cause to be delivered to the Sellers a Parking Lot Side Letter (the “Parking Lot Side Letter”) between the Company, on the one hand, and the Lessor, on the other hand, duly executed by the Company and in the form attached as Exhibit G; (vii) pay all Taxes and fees of the Public Notary necessary for the transfer, filing or registration of the Purchased Shares, as well as all the costs and expenses related thereto; (viii) cause the shareholders’ meeting of the Company to be held immediately following the moment of the Closing at which the Sellers resolve to: (A) acknowledge and accept the resignations of the pre-Closing directors and the statutory auditors of the Company from their respective offices, (B) if previously instructed in writing by ▇▇▇▇▇, appoint new directors and new statutory auditors, (C) ratify all actions taken by the resigning directors and statutory auditors up to and including the Closing Date, (D) release and discharge, to the maximum extent permitted by applicable Laws (with the exception of willful misconduct (“dolo”) and gross negligence (“colpa grave”)), the resigning directors and statutory auditors, from and against the liabilities arising from their holding of the respective offices up to the Closing Date, (E) waive any action, suit, litigation and/or claim (including actions pursuant to Sections 2393, 2393-bis, 2395 of the ICC) against any resigning directors and statutory auditors in relation to their office, as members of the board of directors or of the board of statutory auditors, as the case may be, up to the Closing Date, except in cases of willful misconduct (“dolo”) and gross negligence (“colpa grave”), (F) indemnify and hold such resigning directors and statutory auditors harmless from and against any loss, damage or liability arising from the breach by Buyer shall or any Affiliate of Buyer (including Buyer Parent) of their respective waivers pursuant to clause (E) above, and (G) deliver or cause to Seller: A. be delivered to the Assignment resigning directors and Assumption and Bill of Sale statutory auditors a letter duly executed by ▇▇▇▇▇ pursuant to which ▇▇▇▇▇ acknowledges and adheres to the content of the shareholders resolutions described above and agrees not to bring any action, suit, litigation and/or claim (including actions pursuant to Articles 2393, 2393-bis, 2395 of the ICC) against any such resigning directors and statutory auditors in relation to their respective offices, as members of the board of directors of the Company or of the board of statutory auditors, as the case may be, up to and including the Closing Date, except in cases of the resigning directors’ or statutory auditors’ willful misconduct (“dolo”) and gross negligence (“colpa grave”); (ix) procure that the new board of directors of the Company validly holds a meeting to approve the execution of the Managing Director Agreement consistent with Exhibit B; and (x) deliver or cause to be delivered to the Sellers the Irrevocable Transfer Agent Instructions among Buyer Parent and the Affiliate transfer agent of Buyer party theretoParent in the form attached as Exhibit H, duly executed by Buyer Parent and the transfer agent of Buyer Parent. (b) At the Closing, the Sellers shall: (i) deliver or cause to be delivered to Buyer the share certificates, duly endorsed for transfer to Buyer by means of endorsement authenticated by the Public Notary pursuant to Article 2355, paragraph 3, of the ICC; B. (ii) deliver or cause to be delivered to Buyer the Patent Assignment Agreement Managing Director Agreement, duly executed by ▇▇▇▇▇ ▇▇▇▇▇▇▇▇; C. each Transition Services Agreement duly executed by (iii) deliver or cause to be delivered to Buyer party thereto; D. a lock up agreement in the Local Transfer Agreements, in each caseform attached hereto as Exhibit D, duly executed by ▇▇▇▇▇’s Affiliate ▇▇▇ (the “Lock Up Agreement”); (iv) deliver or cause to be delivered to Buyer the Escrow Agreement, duly executed by ▇▇▇▇▇▇▇▇; (v) deliver or cause to be delivered to Buyer evidence that is party theretoall Company Transaction Expenses identified on Schedule 1.2(c) have been paid in full at or prior to the Closing; (vi) deliver or cause to be delivered to Buyer written resignations, effective as of the Closing, from the directors and officers of the Company identified on Schedule 2.2(b)(vi); (vii) deliver or cause to be delivered to Buyer a copy of resolutions of the stockholders and the board of directors of the Company, duly stamped in the relevant official book (“allibrato”), in each case authorizing the execution, delivery and performance of this Agreement and each of the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby; (viii) deliver or cause to be deliver to Buyer the New Lease Agreement, duly executed by the Lessor; and (ix) deliver or cause to be delivered to Buyer the Parking Lot Side Letter, duly executed by the Lessor.

Closing Transactions. On Subject to the Closing Dateterms and conditions set forth in this Agreement, the Parties shall consummate the following (all of which, when consummated transactions on the Closing Date: (a) the Company and the Merger Sub shall cause the Certificate of Merger to be executed, acknowledged and filed with the Secretary of State of the State of Delaware; (b) the Purchaser shall deliver to the Agent the Closing Cash Payment Amount and the Escrow Amount pursuant to the terms and conditions of the escrow and exchange agent agreement in form and substance substantially similar to Exhibit C attached hereto (the “Escrow and Exchange Agreement”); (c) the Controlling Stockholders shall deliver to the Agent each of their Certificates and Options in accordance with the provisions of 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 deemed modified pursuant to have been consummated simultaneously):Section 6.09) to the Agent pursuant to the terms and conditions of the secondary escrow agreement in the form and substance substantially similar to Exhibit D attached hereto (the “Secondary Escrow Agreement”); (e) 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 in the amounts, set forth on Schedule 1 (provided that such Schedule 1 may be modified pursuant to Section 6.09) to the Secondary Escrow Amount (such amounts to be paid by Purchaser net of the required withholding tax). (f) the Purchaser shall deliver to the Representative the Holdback Amount; (g) the Purchaser 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 Debt as of the Closing, by wire transfer of immediately available funds to the account(s) designated by the holders of such Funded Debt; (h) the Purchaser shall pay on behalf of the Company all Company Expenses that remain unpaid as of the Closing Date; and (i) Buyer shall pay to Sellers the Purchaser, the Company and the Representative (or to an Affiliate of Sellers designated by Sellers), by wire transfer to an account or accounts designated by Sellers in writing prior to the Closing Date, in immediately available funds, an aggregate amount equal to the Purchase Price, minus the Holdback Amount. (ii) Each Key Employee shall have delivered to Buyer a copy of such Key Employee’s Key Employee Employment Agreement duly executed by such Key Employee; (iii) Sellers shall deliver to Buyer each on behalf 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 Assumption and Bill of Sale, duly executed by each Seller, in the form attached to this Agreement as Exhibit A (the “Assignment and Assumption and Bill of Sale”); D. the Patent Assignment Agreement, including all individual assignment and deeds attached thereto, duly executed by Sellers and their Subsidiaries (which shall include notarizations as specified in the Patent Assignment Agreement); E. each Transition Services Agreement duly executed by the Sellers party thereto; F. the Local Transfer Agreements, in each case, duly executed by the Seller party thereto; G. a duly executed and properly completed Internal Revenue Service Form W-9 or W-8, as applicable, of each Seller, establishing an exemption from U.S. federal backup withholding; H. copies of the resolutions duly adopted by the board of directors of each Seller authorizing the execution, delivery and performance of this Agreement Stockholders and the Transaction Documents and approving the transactions contemplated hereby; and I. Optionholders) shall make such other documents or instruments deliveries as Buyer may reasonably request to effect the transactions contemplated hereby, including any deeds, bills of sale, endorsements, consents, assignments and other good and sufficient instruments of conveyance and assignment as Buyer shall deem reasonably necessary to vest in Buyer or one or more of its designees all right, title and interest in, to and under the Purchased Assets in the manner described herein free and clear of all Liensare required by Article III hereof. (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, in each case, duly executed by ▇▇▇▇▇’s Affiliate that is party thereto.

Closing Transactions. On the Closing Dateterms and subject to the conditions set forth in this Agreement, the Parties shall parties agree to consummate the following (all of which, when consummated on the Closing Date, shall be deemed to have been consummated simultaneously):: (i) Sellers will deliver to Buyer shall pay certificates representing the Securities and such other instruments consistent with this Agreement as may be reasonably requested by Buyer to Sellers (or evidence such Sellers’ conveyance to an Affiliate Buyer of Sellers designated all right, title and interest in and to such Securities owned by Sellers), duly endorsed for transfer with all requisite state and federal transfer stamps (if any) affixed thereto and accompanied by duly executed stock powers or assignments, in form and substance satisfactory to Buyer; (ii) Buyer will deliver to Seller Representative the Purchase Price by wire transfer of immediately available funds to an account or accounts which has been designated by Sellers in writing Seller Representative not less than two (2) business days prior to the Closing Date, in immediately available funds, an aggregate amount equal to which shall be allocated among the Purchase Price, minus Sellers based on their respective Pro Rata Shares as set forth on the Holdback Amount. (ii) Each Key Employee shall have delivered to Buyer a copy of such Key Employee’s Key Employee Employment Agreement duly executed by such Key EmployeeSecurity Ownership Schedule; (iii) Sellers shall deliver to Buyer each all corporate books and records of the Company. (iv) On or prior to the Closing Date, Sellers will have delivered to Buyer all of the following: A. (A) copies of all consents by third parties that are required for the transfer of the Purchased Assets Securities to Buyer or that are required for the consummation of the transactions contemplated hereby, or that are required in order to prevent a breach of, a default under, or a right of termination or modification of, any material agreement or lease to which the Company is a party or to which any portion of the property the Company is subject (subject including the required consents set forth on Schedule 1.3(b) attached hereto) (collectively, the “Third Party Approvals”), and pay off letters relating to Section 2.3)the Indebtedness for borrowed money which Buyer has notified Seller Representative of its intent to repay or prepay on the Closing Date and releases of any and all liens and security interests (other than (i) liens and security interests pursuant to the Master Lease Agreement, dated August 3, 2004, between the Company and U.S. Bancorp Equipment Finance, Inc. — Plastics Equipment Group and (ii) Permitted Liens ) held by third parties; B. a certificate (B) copies of good standing all governmental filings, authorizations and approvals that are required for each Seller the consummation of the transactions contemplated hereby (to the extent such a document is applicable to the jurisdiction of such Seller); C. an Assignment and Assumption and Bill of Salecollectively, duly executed by each Seller, in the form attached to this Agreement as Exhibit A (the “Assignment and Assumption and Bill of SaleGovernmental Approvals”); D. the Patent Assignment Agreement, including all individual assignment and deeds attached thereto, duly executed by Sellers and their Subsidiaries (which shall include notarizations as specified in the Patent Assignment Agreement); E. each Transition Services Agreement duly executed by the Sellers party thereto; F. the Local Transfer Agreements, in each case, duly executed by the Seller party thereto; G. a duly executed and properly completed Internal Revenue Service Form W-9 or W-8, as applicable, of each Seller, establishing an exemption from U.S. federal backup withholding; H. C) certified copies of the resolutions duly adopted by of the Company’s board of directors of each Seller authorizing the execution, delivery and performance of this Agreement and the Transaction Documents other agreements contemplated hereby and approving the consummation of the transactions contemplated herebyhereby and thereby; (D) certified copies of the articles of incorporation and by-laws of the Company, together with a certificate of existence from the secretary of state of the state in which the Company is incorporated; (E) a certificate duly executed by each Seller that such Seller is not a foreign person, in the form provided in Treasury Regulation Section 1.1445 2(b)(2)(iii); (F) a counterpart signature page, duly executed by KRB Midland Properties LLC (“Midland”), to the Lease Agreement between Commercial Vehicle Group, Inc. (Buyer’s parent company, referred to herein as “Parent”) and Midland for the premises located at 2▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, in Cabarrus County, North Carolina (the “A▇▇▇▇▇▇▇▇▇ Lease”); (G) copies of resignations effective as of the Closing Date from each officer of the Company set forth on Schedule 1.3(b)(iv)(G) attached hereto and each director of the Company; (H) a counterpart signature page, duly executed by Midland, to the Letter of Intent between Parent and Midland regarding the build-to-suit lease on the real property located at 2▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ in the City of Concord, Cabarrus County, North Carolina (the “LOI”); (I) copies of the noncompetition agreements between the Company and each of K▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, R▇▇▇▇▇▇ ▇. ▇▇▇▇▇ and A▇▇▇▇ ▇▇▇▇▇▇▇, which agreements shall be in full force and effect and shall not have been amended or modified; and I. (J) such other documents or instruments as Buyer may have reasonably request requested to effect the transactions contemplated hereby, including any deeds, bills of sale, endorsements, consents, assignments and other good and sufficient instruments of conveyance and assignment as Buyer shall deem reasonably necessary to vest in Buyer or one or more of its designees all right, title and interest in, to and under the Purchased Assets in the manner described herein free and clear of all Liens.; (ivv) On or prior to the Closing Date, Buyer shall deliver will have delivered to Sellerthe Seller Representative all of the following: A. (A) certified copies of the Assignment and Assumption and Bill resolutions of Sale Buyer’s board of directors approving the transactions contemplated by this Agreement; (B) a counterpart signature page, duly executed by Parent, to the A▇▇▇▇▇▇▇▇▇ and the Affiliate of Buyer party theretoLease; B. the Patent Assignment Agreement duly executed by ▇▇▇▇▇; C. each Transition Services Agreement duly executed by Buyer party thereto; D. the Local Transfer Agreements, in each case(C) a counterpart signature paged, duly executed by ▇▇▇▇▇’s Affiliate that is party theretoParent, to the LOI; (D) such other documents or instruments as the Seller Representative may have reasonably requested to effect the transactions contemplated hereby.

Closing Transactions. On (a) At the Closing DateClosing, the Parties shall consummate the following (all of which, when consummated on the Closing Date, shall be deemed Seller will deliver to have been consummated simultaneously):Purchaser: (i) Buyer shall pay to Sellers such appropriately executed deeds (or to an Affiliate of Sellers designated by Sellersin recordable form), bills of sale, assignments, local asset transfer agreements and other instruments of transfer relating to the Acquired Assets in form and substance reasonably satisfactory to Purchaser and its counsel; (ii) certificates representing the Acquired Shares, duly endorsed in blank or accompanied by wire stock powers duly endorsed in blank in proper form for transfer, with appropriate transfer stamps, if any, affixed; (iii) an Intellectual Property License Agreement whereby Purchaser will grant a non-exclusive license of the specified Application Technology to Seller and its Affiliates, substantially in the form attached hereto as Exhibit A-1 (the “Technology License Agreement”), duly executed by the applicable Seller entity or its Affiliate; (iv) an account Intellectual Property License Agreement whereby Seller will grant an exclusive license of 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 accounts designated its Affiliate; (v) an assignment of the Acquired Intellectual Property owned by Sellers Seller to Purchaser, substantially in writing the form attached hereto as Exhibit A-3 (the “IP Assignment Agreement”); (vi) a shared site agreement with respect to the research facility and the warehouse and distribution center that are Retained Assets, substantially in the form attached hereto as Exhibit B (the “Shared 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, in immediately available fundsinstruments and agreements as Purchaser reasonably requests for the purpose of consummating the Transaction. (b) At the Closing, Purchaser will deliver to Seller: (i) an aggregate amount equal to the Estimated Purchase Price, minus Price by wire transfer of immediately available funds to the Holdback Amount.accounts specified by Seller; (ii) Each Key Employee shall have delivered to Buyer a duly executed copy of such Key Employee’s Key Employee Employment Agreement duly 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 such Key EmployeeSeller to Purchaser in accordance with Section 3.4(a)(i); (iii) Sellers shall deliver to Buyer each an accurate and complete copy of the following:issued Policy; A. all (iv) the Polymerization License Agreement, duly executed by Purchaser; (v) the Technology License Agreement, duly executed by Purchaser; (vi) the Shared Site Agreement, duly executed by Purchaser; (vii) the Amsterdam Sublease, duly executed by Purchaser; (viii) the Supply Agreement, duly executed by Purchaser; (ix) the Technical Services Agreement, duly executed by Purchaser; (x) the Transition Services Agreement, duly executed by Purchaser; (xi) a certificate duly executed by an authorized officer of Purchaser substantially in the form attached hereto as Exhibit G-2 dated as of the Purchased Assets (subject to Closing, certifying on behalf of Purchaser that the conditions set forth in Section 2.3)7.2(a) and Section 7.2(b) have been fulfilled; B. (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 for each Seller (to the extent such a document is applicable to or its equivalent of Purchaser from the jurisdiction of such Seller); C. an Assignment organization of Purchaser, issued not more than five Business Days prior to the Closing Date; and Assumption and Bill of Sale, duly executed by each Seller, in the form attached to this Agreement as Exhibit A (the “Assignment and Assumption and Bill of Sale”); D. the Patent Assignment Agreement, including all individual assignment and deeds attached thereto, duly executed by Sellers and their Subsidiaries (which shall include notarizations as specified in the Patent Assignment Agreement); E. each Transition Services Agreement duly executed by the Sellers party thereto; F. the Local Transfer Agreements, in each case, duly executed by the Seller party thereto; G. a duly executed and properly completed Internal Revenue Service Form W-9 or W-8, as applicable, of each Seller, establishing an exemption from U.S. federal backup withholding; H. copies 3) resolutions of the resolutions duly adopted by governing body of Purchaser authorizing Purchaser and its Affiliates to enter into and perform the board of directors of each Seller authorizing the execution, delivery and performance of this Agreement and the Transaction Documents and approving the transactions contemplated herebyTransaction; and I. (xiii) such other documents or documents, instruments and agreements as Buyer may Seller reasonably request to effect requests for the transactions contemplated hereby, including any deeds, bills purpose of sale, endorsements, consents, assignments and other good and sufficient instruments of conveyance and assignment as Buyer shall deem reasonably necessary to vest in Buyer or one or more of its designees all right, title and interest in, to and under consummating the Purchased Assets in the manner described herein free and clear of all LiensTransaction. (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, in each case, duly executed by ▇▇▇▇▇’s Affiliate that is party thereto.

Closing Transactions. On (a) Subject to the terms and conditions of this Agreement, the transactions described in this Agreement shall 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 Parties Seller shall consummate execute and deliver to the Purchaser the following agreements and instruments (all of whichcollectively, when consummated on the “Closing Date, shall be deemed to have been consummated simultaneouslyDocuments”): (i) Buyer shall pay 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 Sellers Purchaser; (or to iv) an Affiliate of Sellers designated by Sellersassignment 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 “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 (xi) a release from PNC Bank, National Association and BankAmerica Business Credit Inc. substantially in the form of 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 an account or accounts a bank designated by Sellers in writing prior to the Closing DateSeller, in immediately available funds, an aggregate amount equal to the Purchase Price, minus the Holdback Amount.; (ii) Each Key Employee shall have delivered to Buyer a copy of such Key Employee’s Key Employee Employment Agreement duly executed by such Key Employeethe Trademark Assignment; (iii) Sellers shall deliver to Buyer each of the following: A. all of the Purchased Assets (subject to Section 2.3)Regulatory Assignment; 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 Assumption and Bill of Sale, duly executed by each Seller, in the form attached to this Agreement as Exhibit A (the “Assignment and Assumption and Bill of Sale”); D. the Patent Assignment Agreement, including all individual assignment and deeds attached thereto, duly executed by Sellers and their Subsidiaries (which shall include notarizations as specified in the Patent Assignment Agreement); E. each Transition Services Agreement duly executed by the Sellers party thereto; F. the Local Transfer Agreements, in each case, duly executed by the Seller party thereto; G. a duly executed and properly completed Internal Revenue Service Form W-9 or W-8, as applicable, of each Seller, establishing an exemption from U.S. federal backup withholding; H. copies of the resolutions duly adopted by the board of directors of each Seller authorizing the execution, delivery and performance of this Agreement and the Transaction Documents and approving the transactions contemplated hereby; and I. such other documents or instruments as Buyer may reasonably request to effect the transactions contemplated hereby, including any deeds, bills of sale, endorsements, consents, assignments and other good and sufficient instruments of conveyance and assignment as Buyer shall deem reasonably necessary to vest in Buyer or one or more of its designees all right, title and interest in, to and under the Purchased Assets in the manner described herein free and clear of all Liens. (iv) Buyer shall deliver to Seller:the ▇▇▇▇ of Sale; A. (v) the Assignment and Assumption and Bill Agreement; (vi) the Transition Services Agreement; (vii) a certificate of Sale duly executed by ▇▇▇▇▇ 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, (B) Purchaser’s good standing, (C) the resolutions in which Purchaser’s board of directors approved this Agreement, the Closing Documents and the Affiliate transactions contemplated hereby and thereby, and (D) the incumbency 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, Purchaser’s officers who execute any documents on behalf of Purchaser in each case, duly executed by ▇▇▇▇▇’s Affiliate that is party theretoconnection with this Agreement.

Closing Transactions. On the Closing Date, the The Parties shall consummate the -------------------- following transactions (all of which, when consummated the "Closing Transactions") on the Closing Date, shall be deemed to have been consummated simultaneously):: -------------------- (i) Buyer Seller shall pay to Sellers (or to an Affiliate of Sellers designated by Sellers), by wire transfer to an account or accounts designated by Sellers in writing prior deliver to the Purchaser an Assignment of Partnership Interest in substantially the form of Exhibit B and shall --------- deliver to the Purchaser certificates representing the Acquired Shares owned by such Seller, duly endorsed for transfer or accompanied by duly executed stock powers with all requisite state and federal transfer stamps affixed thereto; (ii) Purchaser shall deliver to Seller the Cash Portion in immediately available funds; (iii) Seller shall pay-off all of the Company's interest bearing Indebtedness for borrowed money as of the Closing Date, Date in immediately available funds, an aggregate amount equal as long as such Indebtedness was taken into account in determining Actual Net Equity, and the Seller shall provide the Purchaser with appropriate pay-off letters and Lien releases with respect to such Indebtedness, to the Purchase Price, minus the Holdback Amount.extent reasonably available; (iiiv) Each Key Employee Purchaser shall have delivered deliver to Buyer the Shareholder the Non-compete Payment; (v) Seller shall deliver copies of all written consents given by third parties that are required for the transfer of the Acquired Partnership Interests and Acquired Shares to the Purchaser, and the consummation of the other transactions contemplated hereby or that are required in order to prevent a breach of, a default under, a termination or modification of, or any acceleration of, any obligations under any material contract to which the Company or any of its Subsidiaries is a party to the extent identified on the Contracts Schedule with an asterisk; ------------------ (vi) Seller shall deliver copies of the resignations of each of the Company's directors and officers effective as of the Closing Date; (vii) Seller shall deliver a copy of such Key Employee’s Key Employee the employment agreement entered into between the Company and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ (the "Employment ---------- Agreement"), substantially in the form of Exhibit C attached hereto, and --------- --------- the Employment Agreement duly executed by such Key Employeeshall be in full force and effect; (iiiviii) Sellers An opinion, dated as of the Closing Date, from ▇▇▇▇▇ & ▇▇▇▇▇, LLP, counsel to the Company, the Seller and the Shareholder, shall be delivered substantially in the form of Exhibit D attached hereto; --------- (ix) Seller shall deliver copies of revised Lease agreements, with respect to Buyer each of facility from which the following: A. all of the Purchased Assets Company now conducts its business (subject to Section 2.3); B. a certificate of good standing for each Seller (and to the extent such a document that either ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ or his mother is applicable to the jurisdiction lessor of such Sellerfacility) (the "Leases"); C. an Assignment and Assumption and Bill of Sale, duly executed by each Seller, substantially in the form of Exhibit E ------ --------- attached to this Agreement as Exhibit A hereto, and the Leases shall be in full force and effect; (x) The Operating Company and Speed Shore shall have entered into a supply agreement (the “Assignment "Supply Agreement") substantially in the form of ---------------- Exhibit F attached hereto. --------- (xi) An opinion, dated as of the Closing Date, from ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇, counsel to the Purchaser, shall be delivered substantially in the form of Exhibit G attached hereto; --------- (xii) Seller shall deliver copies of any written third party and Assumption governmental consents, approvals, filings, releases and Bill terminations required in connection with the consummation of Sale”)the transactions contemplated herein; D. the Patent Assignment Agreement, including all individual assignment and deeds attached thereto, duly executed by Sellers and their Subsidiaries (which xiii) Seller shall include notarizations as specified in the Patent Assignment Agreement); E. each Transition Services Agreement duly executed by the Sellers party thereto; F. the Local Transfer Agreements, in each case, duly executed by the Seller party thereto; G. a duly executed and properly completed Internal Revenue Service Form W-9 or W-8, as applicable, of each Seller, establishing an exemption from U.S. federal backup withholding; H. deliver certified copies of the resolutions duly adopted by of the board of directors of each Seller authorizing the execution, delivery and performance of this Agreement and the Transaction Documents and Company's partners approving the transactions contemplated herebyby this Agreement; (xiv) with respect to the Company and each of its Subsidiaries, Seller shall deliver certificates of the secretary of state of such company's jurisdiction of formation or incorporation; (xv) Seller shall deliver landlord consents and estoppel certificates from the Company's and each of its Subsidiaries' landlords in form and substance satisfactory to the Purchaser; (xvi) Purchaser shall deliver certified copies of the resolutions of the Purchaser's board of directors approving the transactions contemplated by this Agreement; (xvii) Seller shall execute and deliver an Assignment of all of its right, title and interest in the service ▇▇▇▇ "The Underground Equipment Specialist" in form and substance satisfactory to the Purchaser; and I. (xviii) such other documents or instruments as Buyer the Purchaser or Seller may reasonably request to effect the transactions contemplated hereby, including any deeds, bills of sale, endorsements, consents, assignments and other good and sufficient instruments of conveyance and assignment as Buyer shall deem reasonably necessary to vest in Buyer or one or more of its designees all right, title and interest in, to and 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, in each case, duly executed by ▇▇▇▇▇’s Affiliate that is party thereto.

Closing Transactions. On At the Closing DateClosing: (a) the Investor, the Parties Company, the Company’s Subsidiaries and the other parties thereto shall consummate execute and deliver to the following other parties thereto the Amended Credit Agreement; (all b) the Company shall duly adopt the amended and restated bylaws attached hereto as Annex A (the “Amended and Restated Bylaws”) and deliver to the Investor a certified copy thereof, as the Company’s bylaws in effect as of whichthe Closing; (c) the Company shall file with the Secretary of State of the State of Delaware the certificate of designation containing the provisions in the form attached hereto as Annex B (the “Certificate of 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, when consummated on each as in effect at the Closing DateClosing; (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 be deemed each execute and deliver to have been consummated simultaneously):the other party the registration agreement attached hereto as Annex D (the “Registration Rights Agreement”); (h) the Company and an Affiliate of the Investor shall each execute and deliver to the other party the consulting agreement attached hereto as Annex E (the “Consulting Agreement”); (i) Buyer the Company and each of ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ shall pay to Sellers (or to an Affiliate of Sellers designated by Sellers), by wire transfer to an account or accounts designated by Sellers in writing prior each execute and deliver to the Closing Date, in immediately available funds, other party an aggregate amount equal to the Purchase Price, minus the Holdback Amount. (ii) Each Key Employee shall have delivered to Buyer a copy of such Key Employee’s Key Employee Employment Agreement duly executed by such Key Employee; (iii) 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 Assumption and Bill of Sale, duly executed by each Seller, indemnification agreement substantially in the form attached to this Agreement hereto as Exhibit A (the “Assignment and Assumption and Bill of Sale”)Annex F; D. (j) the Patent Assignment Agreement, including all individual assignment and deeds Company shall deliver to the Investor the Indemnification Subordination Agreements attached thereto, duly executed by Sellers and their Subsidiaries (which shall include notarizations hereto as specified in the Patent Assignment Agreement)Annex G; E. each Transition Services Agreement duly executed by (k) the Sellers party thereto; F. Company shall deliver to the Local Transfer Agreements, in each case, duly executed by the Seller party thereto; G. a duly executed and properly completed Internal Revenue Service Form W-9 or W-8, as applicable, of each Seller, establishing an exemption from U.S. federal backup withholding; H. Investor certified copies of the resolutions duly adopted by the board of directors of each Seller the Company authorizing the execution, delivery and performance of this Agreement and the Transaction Documents and approving 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 herebyhereby 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 I. such other documents or instruments (n) the Company shall reimburse the Investor and its Affiliates (together, the “Investor Parties”) for the fees, costs and expenses incurred by the Investor Parties as Buyer may reasonably request to effect the transactions contemplated hereby, including any deeds, bills of sale, endorsements, consents, assignments and other good and sufficient instruments of conveyance and assignment as Buyer shall deem reasonably necessary to vest described in Buyer or one or more of its designees all right, title and interest in, to and under the Purchased Assets in the manner described herein free and clear of all LiensSection 3.8 hereof. (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, in each case, duly executed by ▇▇▇▇▇’s Affiliate that is party thereto.

Closing Transactions. On (a) The closing of the transactions contemplated by this Agreement (the "Closing") shall take place at the offices of ▇▇▇▇▇▇▇▇ & English, LLP, CityPlace I, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ at ten o'clock (10:00 am) in the morning on November 24, 2003, or such other date as is mutually agreed to by Buyer and Seller. The date of the Closing is herein referred to as the "Closing Date." Each of the parties to this Agreement acknowledges that it is contemplated that the Closing will be a formality inasmuch as, to the Parties shall maximum extent possible, all documents will be executed and delivered to ▇▇▇▇▇▇▇▇ & English LLP as limited agent for purposes of assembling all documents required to consummate the following Closing. (all of whichb) Subject to the conditions set forth in this Agreement, when consummated on Seller shall deliver to Buyer at the Closing Date, shall be deemed to have been consummated simultaneously):Closing: (i) a lease agreement (the "Camden Lease") for Seller's facility in Camden, New Jersey with Buyer shall pay to Sellers (or to an Affiliate of Sellers designated as lessee, executed by Sellers), by wire transfer to an account or accounts designated by Sellers in writing prior to the Closing DateSeller and Parent, in immediately available funds, an aggregate amount equal to the Purchase Price, minus the Holdback Amount.form of Exhibit A hereto; (ii) Each Key Employee shall have delivered to Buyer a copy ▇▇▇▇ of such Key Employee’s Key Employee Employment Agreement duly executed by such Key EmployeeSale for the Purchased Assets in the form of Exhibit B hereto; (iii) Sellers shall deliver any required consents, authorizations, approvals, notices or filings necessary to legally and validly transfer the Purchased Assets to Buyer each free and clear of the following: A. all Liens (as defined in Section 2.6 below) and in compliance with ISRA (as defined in Section 2.12) and to place Buyer in exclusive possession and control of the Purchased Assets (subject to Section 2.3)Assets; B. a certificate of good standing for each Seller (to iv) the extent such a document is applicable to the jurisdiction of such Seller); C. an Intellectual Property Assignment and Assumption and Bill of Sale, duly executed by each Seller, Agreements in the form attached to this Agreement as of Exhibit A (the “Assignment and Assumption and Bill of Sale”)C hereto; D. the Patent Assignment Agreement, including all individual assignment and deeds attached thereto, duly executed by Sellers and their Subsidiaries (which shall include notarizations as specified in the Patent Assignment Agreement); E. each Transition Services Agreement duly v) a certificate executed by the Sellers party thereto; F. the Local Transfer AgreementsSecretary of Seller attaching (i) a certified copy of Seller's Certificate of Incorporation, in each case, duly executed by the Seller party thereto; G. and (ii) a duly executed and properly completed Internal Revenue Service Form W-9 or W-8, as applicable, certified copy of each Seller, establishing an exemption from U.S. federal backup withholding; H. copies resolutions of the resolutions duly adopted by the board of directors and the shareholder of each Seller authorizing the execution, delivery and performance of this Agreement and the Transaction Documents transactions contemplated thereby; (vi) a certificate executed by the Secretary of Parent attaching a certified copy of resolutions of the board of directors, authorizing the execution, delivery and approving performance of this Agreement and the transactions contemplated hereby; (vii) the aged list of outstanding accounts receivable as of the Closing Date; (viii) a list of accounts payable of the Business as of the Closing Date; (ix) the First Amendment and Modification to Loan and Security Agreement between Standard Federal National Association, LaSalle Business Credit LLC, Seller, Parent and others (the "First Amendment") substantially in the form of Exhibit D hereto; and I. (x) such other documents or instruments as Buyer may reasonably request to effect the transactions contemplated hereby, including any deeds, bills of sale, endorsements, consents, assignments and other good and sufficient instruments of conveyance and assignment as Buyer shall deem be reasonably necessary to vest in Buyer or one or more of its designees all right, title and interest in, to and under convey the Purchased Assets in or otherwise carry out the manner described herein free and clear provisions of all Liensthis Agreement. (ivc) Subject to the conditions set forth in this Agreement, Buyer shall deliver to SellerSeller at the Closing: 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, in each case, duly executed by ▇▇▇▇▇’s Affiliate that is party thereto.

Closing Transactions. On At the Closing DateClosing, the Parties parties shall consummate take the following (all of whichactions and deliver the documents identified in this Section 5.2. The Closing shall not be deemed to have taken place, when consummated on and the Closing Date, transactions contemplated by this Agreement shall not be deemed to have been consummated simultaneously):consumated, unless all of the closing transactions identified in this Section 5.2 have been completed or waived in writing by the parties. (a) The Seller shall deliver to the Buyer an executed copy of the ▇▇▇▇ of Sale; (b) Each of the parties shall execute and deliver to the other a copy of the Assignment and Assumption Agreement; (c) Buyer shall deliver to the Seller the Purchase Price by (i) Buyer shall pay to Sellers (or to an Affiliate of Sellers designated by Sellers), by wire transfer to an the Seller's account or accounts designated by Sellers of immediately available funds of $95,311.00; (ii) delivery of a promissory note in writing prior 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 C-2 attached hereto. In addition, the Buyer shall wire transfer to the Closing Date, in immediately available funds, an aggregate amount equal Seller's account $24,000 to reimburse a portion of the Purchase Price, minus the Holdback AmountSeller's legal fees. (iid) Each Key Employee of the parties shall have delivered execute and deliver to the other a fully executed copy of the Management Services Agreement; (e) The Seller shall deliver Restricted Stock Agreements to the Buyer executed by each of the physicians receiving capital stock of the Buyer as of the date hereof, respectively, and 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, 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 terms of the Restricted Stock Agreements; and (g) The Seller shall deliver to the Buyer Stockholder Non-Competition Agreements executed by each of the physicians receiving capital stock of the Buyer as of the date hereof; and (h) The Seller shall deliver to the Buyer a copy of such Key Employee’s Key Employee Employment Agreement duly executed by such Key Employee; (iii) Sellers shall deliver to Buyer each the resolutions 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 Assumption and Bill of Sale, duly executed by each Seller, in the form attached to this Agreement as Exhibit A (the “Assignment and Assumption and Bill of Sale”); D. the Patent Assignment Agreement, including all individual assignment and deeds attached thereto, duly executed by Sellers and their Subsidiaries (which shall include notarizations as specified in the Patent Assignment Agreement); E. each Transition Services Agreement duly executed by the Sellers party thereto; F. the Local Transfer Agreements, in each case, duly executed by the Seller party thereto; G. a duly executed and properly completed Internal Revenue Service Form W-9 or W-8, as applicable, of each Seller, establishing an exemption from U.S. federal backup withholding; H. copies of the resolutions duly adopted by the board of directors of each Seller authorizing the execution, delivery and performance of this Agreement and the Transaction Documents and approving the transactions contemplated hereby; and I. such other documents or instruments as Buyer may reasonably request to effect the transactions contemplated hereby, including any deeds, bills accompanied by a certificate of sale, endorsements, consents, assignments the Seller stating that such resolution has been duly adopted in accordance with the Seller's Articles of Incorporation and other good and sufficient instruments of conveyance and assignment as Buyer shall deem reasonably necessary to vest in Buyer or one or more of its designees all right, title and interest in, to and under the Purchased Assets in the manner described herein free and clear of all LiensBylaws. (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, in each case, duly executed by ▇▇▇▇▇’s Affiliate that is party thereto.

Closing Transactions. On (a) Buyer's obligation to consummate the Closing Date, the Parties shall consummate the following (all of which, when consummated be conditioned upon Seller delivering or causing to be delivered to Buyer on the Closing Date, shall be deemed to have been consummated simultaneously):: (i) Buyer shall pay all transfer documents reasonably required by Buyer, including, without limitation, a Bill of Sale, substantially in the form annexed hereto as Exhibit ▇, conveying the Assets free and clear of all Liens (other than Liens securing, and in amounts no greater than, Assumed Payables and any Assumed Liabilities with respect to Sellers work in process Inventory arising under Assigned Commitments (or to an Affiliate of Sellers designated by Sellers), by wire transfer to an account or accounts designated by Sellers in writing prior to the Closing Date, extent such Assumed Liabilities are not reflected in immediately available funds, an aggregate amount equal to the Purchase Price, minus book value of such Inventory as reflected on the Holdback Amount.Inventory Schedule)); (ii) Each Key Employee shall have delivered assignments of the Intellectual Property in form and substance reasonably satisfactory to Buyer a copy of such Key Employee’s Key Employee Employment Agreement duly executed by such Key EmployeeBuyer's counsel; (iii) 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 Assumption and Bill of Sale, duly executed by each Seller, in the form attached to this Agreement as Exhibit A (the “Assignment and Assumption and Bill of Sale”); D. the Patent Assignment Agreement, including all individual assignment and deeds attached thereto, duly executed by Sellers and their Subsidiaries (which shall include notarizations as specified in the Patent Assignment Agreement); E. each Transition Services Agreement duly executed by the Sellers party thereto; F. the Local Transfer Agreements, in each case, duly executed by the Seller party thereto; G. a duly executed and properly completed Internal Revenue Service Form W-9 or W-8, as applicable, of each Seller, establishing an exemption from U.S. federal backup withholding; H. copies of the resolutions duly adopted by Seller's Board of Directors approving the board of directors of each Seller transactions contemplated by and authorizing the execution, delivery and performance by Seller of this Agreement Agreement, and a certificate as to the Transaction Documents incumbency of officers of Seller executing any instrument or other document delivered in connection with such transactions; (iv) a certificate of good standing of Seller certified by the Secretary of State of Rhode Island dated within 45 days of the Closing Date; (v) a copy of the Articles of Incorporation of Seller, certified by the Secretary of State of the State of Rhode Island within 45 days of the Closing Date; (vi) subject to Section 2(c), copies of all consents and approving the transactions contemplated hereby; and I. such other documents or instruments as Buyer may reasonably request waivers required from third parties to effect consummate the transactions contemplated hereby, including as well as any deedspermits and licenses listed in any Schedule to this Agreement as in effect on the date hereof at no cost or other adverse consequence to Buyer; (vii) evidence, bills of salesatisfactory to Buyer, endorsementsthat all Liens (other than Liens securing, consentsand in amounts no greater than, assignments Assumed Payables and other good and sufficient instruments of conveyance and assignment as Buyer shall deem reasonably necessary any Assumed Liabilities with respect to vest work in Buyer or one or more of its designees all right, title and interest in, process Inventory arising under Assigned Commitments (to and under the Purchased Assets extent such Assumed Liabilities are not reflected in the manner described herein free book value of such Inventory as reflected on the Inventory Schedule)) have been indefeasibly terminated, released and clear of all Liensdischarged. (ivviii) Buyer shall deliver an original and duplicate original Articles of Amendment to Seller: A. the Assignment and Assumption and Bill 's Articles of Sale duly Incorporation, executed by ▇▇▇▇▇ and the Affiliate appropriate officers of Buyer party thereto;Seller, changing the name of Seller so as not to include the names "Balson-Hercules" or "Balson-Hercules Group"; and B. (ix) the Patent Assignment Agreement duly Services Agreement, substantially, in the form annexed hereto as Exhibit 4, executed by Seller; and (x) employment agreements substantially in the forms annexed hereto as Exhibit 5-A and 5-B, executed by William Milowitz and John Iason, respectively. (▇) ▇▇▇▇▇; C. each Transition Services Agreement duly executed by Buyer party thereto; D. the Local Transfer Agreements, in each case, duly executed by ▇'▇ ▇▇ligat▇▇▇ ▇▇ ▇▇▇▇▇’s Affiliate that is party theretosummate the Closing shall be conditioned on Buyer delivering or causing to be delivered to Seller on the Closing Date: (i) the Preliminary Net Purchase Amount; and (ii) copies of resolutions duly adopted by Buyer's Board of Directors approving the transactions contemplated by and authorizing the execution, delivery and performance by Buyer of this Agreement, and a certificate as to the incumbency of officers of Buyer executing any instrument or other document delivered in connection with such transactions.

Closing Transactions. On (a) At the Closing DateClosing, the Parties shall consummate Seller Representative will deliver to the following (all of which, when consummated on the Closing Date, shall be deemed to have been consummated simultaneously):Purchaser: (i) Buyer shall pay duly executed instruments of assignment effective as of the Closing Date transferring the Membership Interests to Sellers the Purchaser, in form reasonably satisfactory to the Purchaser, (or the “Membership Interest Assignments”); (ii) resignations and releases, in form reasonably satisfactory to an Affiliate the Purchaser, effective as of Sellers designated the Closing Date from those directors and officers of the Company (solely with respect to their director and officer designations but not from employment by Sellers), by wire transfer to an account or accounts designated by Sellers the Company) as the Purchaser may have requested in writing at least three Business Days prior to the Closing Date, in immediately available funds, an aggregate amount equal to the Purchase Price, minus the Holdback Amount. (ii) Each Key Employee shall have delivered to Buyer a copy of such Key Employee’s Key Employee Employment Agreement duly executed by such Key Employee; (iii) Sellers shall deliver to Buyer each a certificate of an executive officer of the following: A. all Company dated as of the Purchased Assets Closing Date and attaching with respect to the Company: (subject to Section 2.3); B. A) the Company’s Organizational Documents; (B) a certificate of good standing for (or its equivalent) from the Secretary of State of the state of its formation, each issued not more than three Business Days prior to the Closing Date; and (C) all resolutions of the shareholders and board of directors of the Company relating to this Agreement and the transactions contemplated by this Agreement; (iv) a certificate, dated the Closing Date and signed by the Seller Representative, that each of the conditions set forth in Section 7.2(a) and Section 7.2(b) have been satisfied (to the extent such a document is applicable to the jurisdiction of such Sellernot waived by Purchaser); C. (v) an Assignment IRS Form W-9 (Request for Taxpayer Identification Number and Assumption Certification) completed and Bill of Sale, duly executed signed by Holdco and each Seller, in the form attached to this Agreement as Exhibit A (the “Assignment and Assumption and Bill of Sale”); D. (vi) payoff and release letters evidencing the Patent Assignment repayment in full of the Closing Indebtedness; and (vii) such other documents, instruments and agreements as the Purchaser reasonably requests for the purpose of consummating the transactions contemplated by this Agreement. (b) At the Closing, including all individual assignment and deeds attached theretothe Purchaser will deliver to the HoldCo: (i) an amount equal to the estimated amount of the Closing Payment as set forth on the Estimated Calculation Statement, duly executed by Sellers and their Subsidiaries (which shall include notarizations as wire transfer of immediately available funds to the accounts specified in the Patent Assignment Agreement)Estimated Calculation Statement; E. (ii) a certificate, dated the Closing Date and signed by a duly authorized officer of the Purchaser, that each Transition Services Agreement duly executed of the conditions set forth in Section 7.3(a) and Section 7.3(b) have been satisfied (to the extent not waived by Seller); and (iii) such other documents, instruments and agreements as the Sellers party thereto;Seller Representative reasonably requests for the purpose of consummating the transactions contemplated by this Agreement. F. (c) Simultaneously with the Local Transfer AgreementsClosing, in each casethe Purchaser will repay and discharge (or cause to be repaid and discharged), duly executed on behalf of the Company, all Closing Indebtedness evidenced on the Estimated Calculation Statement, by wire transfer of immediately available funds pursuant to written instructions provided to the Purchaser by the Seller party thereto; G. a duly executed and properly completed Internal Revenue Service Form W-9 or W-8, as applicable, of each Seller, establishing an exemption from U.S. federal backup withholding; H. copies Representative concurrently with the delivery of the resolutions duly adopted by the board of directors of each Seller authorizing the executionEstimated Calculation Statement, delivery and performance of this Agreement and the Transaction Documents Company and approving the transactions contemplated hereby; and I. such other documents Seller Representative will deliver (or instruments as Buyer may reasonably request cause to effect be delivered) to the transactions contemplated hereby, including any deeds, bills of sale, endorsements, consents, assignments Purchaser all appropriate payoff and other good and sufficient instruments of conveyance and assignment as Buyer shall deem reasonably necessary to vest release letters evidencing the repayment in Buyer or one or more of its designees all right, title and interest in, to and under the Purchased Assets in the manner described herein free and clear full of all LiensClosing Indebtedness and the corresponding release (or written commitment to release promptly) of any Encumbrance that each holder of Closing Indebtedness may have with respect to the Company or any Subsidiary or any of their assets. (ivd) Buyer shall Simultaneously with the Closing, the Purchaser will pay, or cause to be paid, on behalf of the Sellers (and HoldCo) and the Company (as applicable), the Transaction Expenses by wire transfer of immediately available funds as directed by the Seller Representative, and the Company will deliver to Seller: A. the Assignment Purchaser final invoices in respect of the Transaction Expenses and Assumption and Bill proof of Sale duly executed by ▇▇▇▇▇ and the Affiliate of Buyer party payment with respect 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, in each case, duly executed by ▇▇▇▇▇’s Affiliate that is party theretoform and substance satisfactory to the Purchaser.

Closing Transactions. On At the Closing DateClosing: (a) the Company and Merger Sub shall cause the Certificate of Merger to be executed, acknowledged and filed with the Parties Secretary of State of the State of Delaware; (b) Buyer shall consummate the following (all of which, when consummated on the Closing Date, shall deliver or cause to be deemed to have been consummated simultaneously):delivered: (i) Buyer shall pay to Sellers Blocker Seller (or to an Affiliate of Sellers designated by SellersLPC IV-A as provided in Section 1.02(c)), by wire transfer to an account or accounts designated by Sellers the Blocker Closing Payment and the portion of the Share Consideration as set forth in writing prior to the Estimated Closing DateStatement, in immediately available fundsrestricted 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, an aggregate amount equal to along with evidence from the Purchase Price, minus the Holdback Amount.transfer agent of such ownership; (ii) Each Key Employee shall have delivered to Buyer a copy of such Key Employee’s Key Employee Employment Agreement duly executed by such Key Employeethe Paying Agent, the Estimated Closing Cash Payment, less the Blocker Closing Payment; (iii) Sellers 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 records maintained by the 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 Company and its Subsidiaries, all amounts necessary to fully discharge the 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 (the “Payoff Letters”); (d) Buyer shall pay, on behalf of the Company and its Subsidiaries, all Transaction Expenses that remain unpaid as of the Effective Time, in the amounts and to the Persons identified by the Company prior to Closing; (e) Blocker Seller shall deliver to Buyer each Parent: (i) the stock certificate(s) representing the Blocker Shares, together with duly executed stock powers; (ii) a certificate, dated as of the following: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; A. all (iii) a certificate of the Purchased Assets Secretary (subject to Section 2.3)or equivalent officer) of Blocker certifying that attached thereto are true and complete copies of (A) the articles of 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; B. (iv) a certificate of good standing for each Seller (dated not more than ten days prior to the extent Closing Date for Blocker from the Delaware Secretary of State, attesting to the good standing in such jurisdiction; (v) duly executed written resignations or removals, effective as of the Closing, of each such officers and 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 document is applicable 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 Delaware Secretary of State; and (B) the LLC Agreement, and all amendments thereto; (vi) a certificate of the Secretary (or equivalent officer) or member of each Subsidiary certifying that attached thereto are true and complete copies of (A) the certificate of formation of such Subsidiary, and all amendments thereto, as certified by the Secretary of State of the jurisdiction of formation of each such Seller); C. an Assignment Subsidiary; and Assumption (B) the operating agreement of such Subsidiary, and Bill of Sale, duly executed by each Seller, in the form attached to this Agreement as Exhibit A (the “Assignment and Assumption and Bill of Sale”); D. the Patent Assignment Agreement, including all individual assignment and deeds attached thereto, duly executed by Sellers and their Subsidiaries (which shall include notarizations as specified in the Patent Assignment Agreement); E. each Transition Services Agreement duly executed by the Sellers party amendments thereto; F. (vii) certificates of good standing dated not more than ten days prior to the Local Transfer AgreementsClosing Date for the Company and each of its Subsidiaries from the Secretary of State of the jurisdiction of formation of each such entity, attesting to the good standing in each casesuch jurisdiction of such entity; and (viii) the Payoff Letters; (g) the Representative shall deliver to Buyer (i) the Escrow Agreement, duly executed by the Seller party thereto; G. a Representative and the Escrow Agent and (ii) the Paying Agent Agreement, duly executed and properly completed Internal Revenue Service Form W-9 or W-8, as applicable, of each Seller, establishing an exemption from U.S. federal backup withholding; H. copies of the resolutions duly adopted by the board of directors of each Seller authorizing the execution, delivery and performance of this Agreement Representative and the Transaction Documents and approving the transactions contemplated herebyPaying Agent; and I. such other documents or instruments (h) The Buyer Parties shall deliver to the Representative: (i) a certificate, dated as of the Closing Date and signed by an officer of Buyer, stating that the conditions specified in Sections 11.01 and 11.02 with respect to Buyer may reasonably request and Merger 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 effect Parent have been satisfied; and (iii) the transactions contemplated herebyEscrow Agreement, including any deeds, bills of sale, endorsements, consents, assignments duly executed by Buyer and other good and sufficient instruments of conveyance and assignment as Buyer shall deem reasonably necessary to vest in Buyer or one or more of its designees all right, title and interest in, to and under the Purchased Assets in the manner described herein free and clear of all Liens.Escrow Agent; and (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 Paying Agent Agreement, duly executed by Buyer party thereto; D. and the Local Transfer Agreements, in each case, duly executed by ▇▇▇▇▇’s Affiliate that is party theretoPaying Agent.

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

Closing Transactions. On At the Closing: (a) the Company and Merger Sub shall cause the Certificate of Merger to be executed, acknowledged and filed with the Secretary of State of the State of Delaware; (b) Buyer shall deliver: (i) the certificate contemplated by Section 11.06 to the Company; (ii) the Estimated Closing DatePayment, less (A) the amount of the Blocker Closing Payment, (B) the Designated Unitholder Share Consideration Amount (except to the extent the Company has elected pursuant to Section 2.10 to settle such amount in cash), (C) the Aggregate Option Closing Consideration and (D) the Rollover Amount, to the Paying Agent; (iii) the Aggregate Option Closing Consideration, to the applicable Subsidiaries of the Company; (iv) the Adjustment Escrow Amount to the Escrow Agent; (v) the Representative Holdback to the Representative; and (vi) the Blocker Closing Payment (other than the portion thereof, if any, to be settled through the issuance of the Blocker TI Shares) to the Blocker Seller; (c) Buyer shall cause the Guarantor to issue to the Blocker Seller the Blocker TI Shares; (d) Buyer shall pay, on behalf of the Company and its Subsidiaries, the Parties outstanding balance of any Funded Debt listed on Schedule 3.02(d), pursuant to payoff letters from the holders of all such Funded Debt (the “Payoff Letters”); (e) Buyer shall consummate pay, on behalf of the following Company and its Subsidiaries, all Transaction Expenses, in the amounts and to the Persons identified by the Company in the Estimated Closing Statement (all of whichand, when consummated on to the Closing Dateextent applicable, shall be deemed to invoices therefor have been consummated simultaneously):delivered by the Company with the Estimated Closing Statement); (f) the Blocker Seller shall deliver to Buyer: (i) the stock certificate representing the Blocker Shares, together with a duly executed stock transfer power; (ii) an IRS Form W-9, completed and duly executed by the Blocker Seller; and (iii) an amendment in the form of Exhibit H attached hereto to Guarantor’s existing registration rights agreement (the “Registration Rights Agreement Amendment”), duly executed by the Blocker Seller; (g) the Company shall deliver to Buyer: (i) the certificate contemplated by Section 10.05; (ii) the Payoff Letters; (iii) the Paying Agent Agreement, duly executed by the Company; and (iv) evidence that the Contracts listed on Schedule 6.19 (except as noted thereon) have been terminated effective as of no later than the Closing; (v) a 50/90 Certificate, completed and duly executed by the Company; (h) the Representative shall deliver to Buyer (i) the Escrow Agreement, duly executed by the Representative and the Escrow Agent, and (ii) the Paying Agent Agreement, duly executed by the Representative and the Paying Agent; and (i) Buyer shall pay to Sellers (or to an Affiliate of Sellers designated by Sellers), by wire transfer to an account or accounts designated by Sellers in writing prior deliver to the Closing Date, in immediately available funds, an aggregate amount equal to the Purchase Price, minus the Holdback Amount.Representative: (iii) Each Key Employee shall have delivered to Buyer a copy of such Key Employee’s Key Employee Employment Agreement duly executed by such Key Employee; (iii) 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 Assumption and Bill of SalePaying Agent Agreement, duly executed by each Seller, in the form attached to this Agreement as Exhibit A (the “Assignment and Assumption and Bill of Sale”); D. the Patent Assignment Agreement, including all individual assignment and deeds attached thereto, duly executed by Sellers and their Subsidiaries (which shall include notarizations as specified in the Patent Assignment Agreement); E. each Transition Services Agreement duly executed by the Sellers party thereto; F. the Local Transfer Agreements, in each case, duly executed by the Seller party thereto; G. a duly executed and properly completed Internal Revenue Service Form W-9 or W-8, as applicable, of each Seller, establishing an exemption from U.S. federal backup withholding; H. copies of the resolutions duly adopted by the board of directors of each Seller authorizing the execution, delivery and performance of this Agreement and the Transaction Documents and approving the transactions contemplated hereby; and I. such other documents or instruments as Buyer may reasonably request to effect the transactions contemplated hereby, including any deeds, bills of sale, endorsements, consents, assignments and other good and sufficient instruments of conveyance and assignment as Buyer shall deem reasonably necessary to vest in Buyer or one or more of its designees all right, title and interest in, to and 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 ▇B▇▇▇▇ and the Affiliate of Buyer party theretoPaying Agent; B. (ii) the Patent Assignment Agreement duly executed by ▇▇▇▇▇; C. each Transition Services Agreement duly executed by Buyer party thereto; D. the Local Transfer Agreements, in each caseEscrow Agreement, duly executed by B▇▇▇▇▇’s Affiliate that is party thereto▇ and the Escrow Agent; and (iii) the Registration Rights Agreement Amendment, duly executed by the Guarantor.

Closing Transactions. On At the Closing DateClosing, the Parties following transactions shall consummate the following (occur, all of which, when consummated on the Closing Date, shall be such transactions being deemed to have been consummated occur simultaneously):: (a) The Shareholders shall deliver or cause to be delivered to the Purchaser, or if specified to such other person, the following: (i) Buyer shall pay Certificates representing all of the Shares duly endorsed by the Shareholders in blank or accompanied by assignments separate from certificates duly endorsed in blank, and such other duly executed transfer documents as are required to Sellers (or to an Affiliate of Sellers designated by Sellers), by wire transfer to an account or accounts designated by Sellers in writing prior to perfect the Closing Date, in immediately available funds, an aggregate amount equal to the Purchase Price, minus the Holdback Amount.transfer; (ii) Each Key Employee shall have delivered to Buyer a copy of such Key Employee’s Key Employee Employment Agreement duly executed by such Key Employee; (iii) 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 (Settlement Agreements reasonably satisfactory to the extent such a document is applicable to Purchaser resolving and settling any and all disputes arising out of or in connection with, the jurisdiction matter of such SellerService By Air, Inc. v. Phoenix Cartage and Air Freight, LLC, et al, Case No. 14-cv-1754 (N.D. ILL. – Dow, J); C. an Assignment and Assumption and Bill of Sale, duly executed by each Seller, in the form attached to this Agreement as Exhibit A (the “Assignment and Assumption and Bill of Sale”); D. the Patent Assignment Agreement, including all individual assignment without limitation, counterclaims between the Company, Phoenix Cartage and deeds attached thereto, duly executed by Sellers and their Subsidiaries (which shall include notarizations as specified in the Patent Assignment Agreement); E. each Transition Services Agreement duly executed by the Sellers party thereto; F. the Local Transfer Agreements, in each case, duly executed by the Seller party thereto; G. a duly executed and properly completed Internal Revenue Service Form W-9 or W-8, as applicable, of each Seller, establishing an exemption from U.S. federal backup withholding; H. copies of the resolutions duly adopted by the board of directors of each Seller authorizing the execution, delivery and performance of this Agreement and the Transaction Documents and approving the transactions contemplated hereby; and I. such other documents or instruments as Buyer may reasonably request to effect the transactions contemplated hereby, including any deeds, bills of sale, endorsements, consents, assignments and other good and sufficient instruments of conveyance and assignment as Buyer shall deem reasonably necessary to vest in Buyer or one or more of its designees all right, title and interest in, to and 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 Air Freight and/or P▇▇▇▇▇▇▇ and the Affiliate of Buyer party thereto; B. the Patent Assignment Agreement duly executed by ▇▇▇▇▇; C. each Transition Services Agreement duly (iii) Such instruments, documents, and agreements reasonably satisfactory to the Purchaser, addressing any and all disputes arising out of or in connection with, the TransVantage Solutions, Inc., TransVantage Transportation, Inc., or TransVantage Forwarding, Inc. bankruptcy; (iv) The Escrow Agreement, executed by Buyer party theretothe Shareholders; D. (v) Agreements reasonably satisfactory to the Local Transfer Purchaser between the Company and stockholders of Consolidators effectuating the acquisition by the Company of, in the aggregate, all of the issued and outstanding shares of Consolidators; (vi) A certificate of good standing from the office of the New York Secretary of State and from the office of the Secretary of State of any other state in which the Company is qualified as a foreign corporation, dated within fifteen (15) days of the Closing Date to the effect that the Company is in good standing under the laws of such state; (vii) Copies of all resolutions of the Company’s board of directors authorizing the transactions contemplated under this Agreement; (viii) All Shareholders’ Schedules and attachments and items referred to therein; (ix) All approvals, consents, permits and waivers of Governmental Authorities and any other Person necessary for the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements, including any regulatory and other approvals required by the change of control associated with this transaction, including, without limitation, the Federal Maritime Commission, and all licenses or permits that require notification regarding the change of control associated with this transaction; and no such approval, consent, permit or waiver of any Governmental Authority or such other third party shall contain any term or condition that Purchaser in its reasonable discretion determines to be unduly burdensome; (x) An incumbency certificate signed by the President of the Company dated at or about the Closing Date; (xi) Copies of the Company’s Certificate of Incorporation and bylaws certified by the Secretary of the Company dated at or about the Closing Date; (xii) The resignation of each casesenior executive officer and director of the Company, duly Consolidators and Service by Air, Limited in form and substance satisfactory to the Purchaser; (xiii) Termination agreements in form and substance satisfactory to the Purchaser terminating any and all agreements between the Shareholders and the Company; (xiv) Unless waived by the Purchaser, third party consents, if any, required in connection with any of the leases of the Company, in form and substance satisfactory to the Purchaser; (xv) Court docket (or similar searches) and judgment searches in scope reasonably acceptable to the Purchaser’s counsel; (xvi) A non-foreign person affidavit as required by Section 1445 of the Code from the Shareholders, if applicable; (xvii) Uniform Commercial Code searches of filings made pursuant to Article 9 thereof in states where the Company and Consolidators are domiciled, in form, scope and substance reasonably satisfactory to Purchaser and its counsel, shall not disclose any Encumbrances against any of such assets disclosed thereby except Encumbrances that are disclosed in Financial Statements, this Agreement, or are otherwise released or terminated by the Company prior to or at the time of Closing; (xviii) Either (i) evidence satisfactory to the Purchaser that all outstanding Bank Indebtedness has been repaid in full, or (ii) written request to Purchaser to apply that portion of the Initial Closing Cash Payment to be paid at the Closing to the repayment in full of all outstanding Bank Indebtedness; (xix) Such other documents, agreements, consents, and approvals governmental or otherwise, as are required under this Agreement or as may be reasonably requested by the Purchaser in connection with compliance with the provisions hereunder and consummation of the transactions contemplated herein. (b) Purchaser will deliver or cause to be delivered to the Shareholders, or if specified by the Shareholders to such other person, the following: (i) The Initial Closing Cash Payment required to be paid at the Closing under Section 1.2 by wire transfer of immediately available funds to the bank account of Shareholders set forth on Schedule 1.2; (ii) The Escrow Amount required to be paid at the Closing under Section 1.2, by wire transfer of immediately available funds to the Escrow Agent; (iii) The Escrow Agreement, executed by ▇▇▇▇▇the Purchaser; (iv) A certificate of good standing of the Secretary of the State of Delaware dated within fifteen (15) days of the Closing Date, to the effect that Purchaser is in good standing under the laws of the state of Delaware; (v) Certified resolutions of the Purchaser’s Affiliate that is party theretoboard of directors, dated at or about the Closing Date, authorizing the transactions contemplated under this Agreement; (vi) An incumbency certificate signed by all of the officers of the Purchaser, dated at or about the Closing Date; (vii) All consents, authorizations, orders or approvals required in order to execute and deliver this Agreement and the Ancillary Agreements and to perform its obligations hereunder and thereunder; and (viii) Such additional documents, agreements, consents, and approvals governmental or otherwise, as are required under this Agreement or as may be reasonably requested by the Shareholders in connection with compliance with the provisions hereunder and consummation of the transactions contemplated herein.