Common use of Closing Clause in Contracts

Closing. 2.1 The closing of the transactions contemplated by this Agreement (the “Closing”) shall take place simultaneously with the execution of this Agreement by the parties hereto. 2.2 At the Closing, Seller shall deliver to Purchaser the following: (i) a signed counterpart to this Agreement; (ii) a membership interest power conveying the Interests to Purchaser; (iii) a signed counterpart of the Assignment and Assumption Agreement, the form of which is attached hereto as Exhibit A, related to the assignment and assumption of the Assumed Note (the “Assignment and Assumption Agreement”); (iv) copies of all consents, approvals, waivers and authorizations referred to in Section 4.2 hereof; (v) a signed counterpart of the Amendment, the form of which is attached hereto as Exhibit B; and (vi) a certificate of the Secretary or Assistant Secretary (or equivalent officer) of Seller certifying as to (i) the resolutions of the board of directors (or equivalent managing body) of Seller, duly adopted and in effect, which authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby, and (ii) the names and signatures of the officers of Seller authorized to sign this Agreement and the documents to be delivered hereunder. 2.3 At the Closing, Purchaser shall deliver to Seller (i) a signed counterpart to this Agreement; (ii) a signed counterpart of the Assignment and Assumption Agreement; (iii) Copies of all consents, approvals, waivers and authorizations referred to in Section 3.2 hereof; (iv) a signed counterpart of the Amendment; and (v) A certificate of the Secretary or Assistant Secretary (or equivalent officer) of Purchaser certifying as to (i) the resolutions of the board of directors (or equivalent managing body) of Purchaser, duly adopted and in effect, which authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby, and (ii) the names and signatures of the officers of Purchaser authorized to sign this Agreement and the documents to be delivered hereunder.

Closing. 2.1 The closing (the "Closing") of the purchase and sale of ------- ------- the Purchased Assets shall take place at the offices of ▇▇▇▇▇, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, LLP in Boston, Massachusetts as soon as possible, but in no event later than 2 business days after satisfaction of the conditions set forth in Article IX, or at such other time or place as Buyer and Seller may agree. At the Closing, (a) Buyer shall either (i) deliver to Seller certified or official bank checks payable to the order of Seller in such amounts as are requested by Seller, or (ii) at Seller's option make a wire transfer to an account or accounts designated by Seller, in either case, in the aggregate amount of $800,000 and pursuant to instructions received by Buyer from Seller at least two business days prior to the Closing Date. (b) Seller and Buyer shall enter into an Assignment and Assumption Agreement substantially in the form attached hereto as Exhibit A, and Seller --------- shall deliver to Buyer such deeds, bills of sale, endorsements, consents, assignments and other good and sufficient instruments of conveyance and assignment (the "Conveyance Documents") as the parties and their respective -------------------- counsel shall deem reasonably necessary or appropriate to vest in Buyer all right, title and interest in, to and under the Purchased Assets. (c) Seller and Buyer shall enter into the other Ancillary Agreements. (d) Seller and Buyer shall execute and deliver all such instruments, documents and certificates as may be reasonably requested by the other party that are necessary, appropriate or desirable for the consummation at the Closing of the transactions contemplated by this Agreement (the “Closing”) shall take place simultaneously with the execution of this Agreement by the parties heretoAgreement. 2.2 At the Closing, (e) Seller shall deliver to Purchaser the following: (i) a signed counterpart to this Agreement; (ii) a membership interest power conveying the Interests to Purchaser; (iii) a signed counterpart Buyer all copies of the Assignment K-9 Software and Assumption Agreement, the form of which is attached hereto as Exhibit A, related to the assignment any and assumption of the Assumed Note (the “Assignment and Assumption Agreement”); (iv) copies of all consents, approvals, waivers and authorizations referred to in Section 4.2 hereof; (v) a signed counterpart of the Amendment, the form of which is attached hereto as Exhibit B; and (vi) a certificate of the Secretary or Assistant Secretary (or equivalent officer) of Seller certifying as to (i) the resolutions of the board of directors (or equivalent managing body) of Seller, duly adopted and in effect, which authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby, and (ii) the names and signatures of the officers of Seller authorized to sign this Agreement and the documents to be delivered hereundersource code for such software. 2.3 At the Closing, Purchaser shall deliver to Seller (i) a signed counterpart to this Agreement; (ii) a signed counterpart of the Assignment and Assumption Agreement; (iii) Copies of all consents, approvals, waivers and authorizations referred to in Section 3.2 hereof; (iv) a signed counterpart of the Amendment; and (v) A certificate of the Secretary or Assistant Secretary (or equivalent officer) of Purchaser certifying as to (i) the resolutions of the board of directors (or equivalent managing body) of Purchaser, duly adopted and in effect, which authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby, and (ii) the names and signatures of the officers of Purchaser authorized to sign this Agreement and the documents to be delivered hereunder.

Closing. 2.1 The (a) Unless this Agreement shall have been terminated and the transactions contemplated hereby shall have been abandoned pursuant to Article VIII, and subject to the satisfaction or waiver (to the extent permitted by applicable law) of all of the conditions set forth in Article VII, the closing of the transactions contemplated by this Agreement Merger and the Asset Purchase (the “Closing”) ), shall take place simultaneously with the execution of this Agreement at 10:00 a.m. on a date to be specified by the parties hereto. 2.2 At Parties, which shall be no later than two Business Days following the satisfaction or waiver (to the extent permitted by applicable law) of all of the conditions set forth in Article VII other than such conditions that by their nature are to be satisfied at the Closing, Seller but subject to the fulfillment or waiver (to the extent permitted by applicable law) of those conditions (the “Closing Date”), at the offices of ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, unless another date, place or time is agreed to in writing by the Parties. (b) Subject to fulfillment or waiver of the conditions set forth in Article VII, at the Closing, Parent shall deliver to Purchaser the Company all of the following: (i) a signed counterpart certificate executed on behalf of Parent by an officer thereof, dated as of the Closing Date, in form and substance reasonably satisfactory to the Company certifying as to the incumbency and signatures of the officers of Parent executing this Agreement; and (ii) the certificate contemplated by Section 7.3(a). (c) Subject to fulfillment or waiver of the conditions set forth in Article VII, at the Closing, each of Merger Subsidiary and Acquisition Subsidiary shall deliver to the Company all of the following: (i) a copy of the Certificate of Incorporation of Merger Subsidiary with all amendments thereto certified as of a recent date by the Secretary of State of the State of Delaware; (ii) a membership interest power conveying certificate of good standing of Merger Subsidiary, issued as of a recent date by the Interests to PurchaserSecretary of State of the State of Delaware; (iii) a signed counterpart certificate of the Assignment Secretary or an Assistant Secretary of each of Merger Subsidiary and Assumption Acquisition Subsidiary, dated as of the Closing Date, in form and substance reasonably satisfactory to the Company, certifying as to (A) the Certificate of Incorporation and the Bylaws of Merger Subsidiary or Acquisition Subsidiary, as the case may be, and (B) the incumbency and signatures of the officers of Merger Subsidiary or Acquisition Subsidiary, as the case may be, executing this Agreement; and (iv) the certificate contemplated by Section 7.3(a). (d) Subject to fulfillment or waiver of the conditions set forth in Article VII, at the Closing, the Company shall deliver to Parent, Merger Subsidiary and Acquisition Subsidiary all of the following: (i) a ▇▇▇▇ of sale, duly executed on behalf of the Company, in the form of which is attached hereto as Exhibit AD, related and short form assignments of trademarks in the form attached hereto as Exhibit D-1 (collectively, the “Asset Purchase Documents”), subject to the assignment and assumption proviso in Section 2.4; (ii) a copy of the Assumed Note Amended and Restated Certificate of Incorporation of the Company with all amendments thereto, certified as of a recent date by the Secretary of State of the State of Delaware; (iii) a certificate of good standing of the “Assignment and Assumption Agreement”)Company, issued as of a recent date by the Secretary of State of the State of Delaware; (iv) copies a certificate of all consentsthe Secretary or an Assistant Secretary of the Company, approvalsdated as of the Closing Date, waivers in form and authorizations referred substance reasonably satisfactory to in Section 4.2 hereofParent certifying as to (A) the Company’s Amended and Restated Certificate of Incorporation, as amended, and Bylaws, and (C) the incumbency and signatures of the officers of the Company executing this Agreement; (v) a signed counterpart of the Amendment, the form of which is attached hereto as Exhibit Bcertificate contemplated by Section 7.2(f); and (vi) a certificate executed on behalf of the Secretary or Assistant Secretary (or equivalent officer) of Seller certifying Company’s transfer agent as to (i) the resolutions number of the board issued and outstanding shares of directors (or equivalent managing body) of Seller, duly adopted and in effect, which authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby, and (ii) the names and signatures of the officers of Seller authorized to sign this Agreement and the documents to be delivered hereunderCompany Common Stock. 2.3 At the Closing, Purchaser shall deliver to Seller (i) a signed counterpart to this Agreement; (ii) a signed counterpart of the Assignment and Assumption Agreement; (iii) Copies of all consents, approvals, waivers and authorizations referred to in Section 3.2 hereof; (iv) a signed counterpart of the Amendment; and (v) A certificate of the Secretary or Assistant Secretary (or equivalent officer) of Purchaser certifying as to (i) the resolutions of the board of directors (or equivalent managing body) of Purchaser, duly adopted and in effect, which authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby, and (ii) the names and signatures of the officers of Purchaser authorized to sign this Agreement and the documents to be delivered hereunder.

Closing. 2.1 (a) The closing Closing will take place remotely via the exchange of documents and signature pages at 9:00 a.m., Eastern Time, on the transactions contemplated fifth (5th) Business Day following the satisfaction or, to the extent permitted by this Agreement applicable Law, waiver of all the applicable conditions set forth in ARTICLE VII (other than any such conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or, to the extent permitted by applicable Law, waiver of such conditions at the Closing) or such date as the Parties may mutually agree upon in writing (the “ClosingClosing Date”) ); provided, that the Closing shall take place simultaneously with the execution of this Agreement occur no earlier than May 30, 2025, unless otherwise agreed mutually by the parties heretoParties. The Closing will be deemed effective for accounting and other computational purposes as of 12:01 a.m., Eastern Time on the Closing Date (the “Measurement Time”). 2.2 (b) At the Closing, Seller shall deliver to Purchaser the following: (i) Seller shall: (A) convey to Buyer all of Seller’s right, title and interest to and in the Interests; (B) deliver to Buyer the certificate required to be delivered pursuant to Section 7.2(e); (C) deliver to Buyer a signed duly executed counterpart to this Agreement;each of the Ancillary Documents to which any member of the Seller Group and/or the Company is a party; and (D) deliver to Buyer a duly executed and completed IRS Form W-9 from Seller; and (E) deliver to Buyer a title insurance affidavit in substantially the form attached hereto as Exhibit E. (ii) Buyer shall: (A) deliver the Closing Purchase Price to Seller by a membership interest power conveying the Interests to Purchaser; (iii) a signed counterpart wire transfer of the Assignment and Assumption Agreement, the form of which is attached hereto as Exhibit A, related immediately available funds to the assignment and assumption of account set forth on Exhibit F hereto, or to such other account or accounts designated in writing by Seller two (2) Business Days prior to the Assumed Note (the “Assignment and Assumption Agreement”)Closing Date; (iv) copies of all consents, approvals, waivers and authorizations referred to in Section 4.2 hereof; (v) a signed counterpart of the Amendment, the form of which is attached hereto as Exhibit B; and (vi) a certificate of the Secretary or Assistant Secretary (or equivalent officer) of Seller certifying as to (i) the resolutions of the board of directors (or equivalent managing body) of Seller, duly adopted and in effect, which authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby, and (ii) the names and signatures of the officers of Seller authorized to sign this Agreement and the documents to be delivered hereunder. 2.3 At the Closing, Purchaser shall deliver to Seller (i) a signed counterpart to this Agreement; (ii) a signed counterpart of the Assignment and Assumption Agreement; (iii) Copies of all consents, approvals, waivers and authorizations referred to in Section 3.2 hereof; (iv) a signed counterpart of the Amendment; and (v) A certificate of the Secretary or Assistant Secretary (or equivalent officer) of Purchaser certifying as to (i) the resolutions of the board of directors (or equivalent managing body) of Purchaser, duly adopted and in effect, which authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby, and (ii) the names and signatures of the officers of Purchaser authorized to sign this Agreement and the documents to be delivered hereunder.

Closing. 2.1 (a) The closing of the transactions contemplated by this Agreement Share Exchange (the “Closing”, and the date on which the Closing occurs, the “Closing Date”) shall take place simultaneously with via the execution remote exchange of this Agreement documents and signatures on a date as soon as possible but in any event no later than the fifth (5th) Business Day after the satisfaction or valid waiver by the parties heretorelevant Party of each of the conditions set forth in Section 5.1, Section 5.2 and Section 5.3 (except for the conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of those conditions at the Closing), or at such other time and place as collectively agreed by the Buyer and the Seller. 2.2 (b) At the Closing, Seller the Buyer shall deliver or cause to Purchaser be delivered to the followingSeller: (i) a signed counterpart all of the Consideration Shares and the scanned copy of share certificate(s) representing the Consideration Shares, duly executed on behalf of the Buyer and registered in the name of the Seller, the original copy of which shall be delivered to this Agreementthe Seller within five (5) Business Days following the Closing Date; (ii) a membership interest power conveying certified true copy of an excerpt of the Interests to Purchaserregister of members of the Buyer, reflecting the Seller’s ownership of the Consideration Shares; (iii) a signed counterpart of the Assignment and Assumption Agreement, the form of which is attached hereto as Exhibit A, related to the assignment and assumption of the Assumed Note (the “Assignment and Assumption Agreement”); (iv) copies of all consents, approvals, waivers and authorizations referred to in Section 4.2 hereof; (v) a signed counterpart of the Amendment, the form of which is attached hereto as Exhibit B; and (vi) a certificate of the Secretary or Assistant Secretary (or equivalent officer) of Seller certifying as to (i) the resolutions scanned copy of the board of directors (or equivalent managing body) directors’ resolutions of Sellerthe Buyer, duly adopted approving and in effectconsenting to, which authorize among other things, the execution, delivery and performance of this Agreement and any other Transaction Document to which the Buyer is a party, and the transactions contemplated herebyhereby and thereby; (iv) a receipt issued by the CSRC or other proof reasonably satisfactory to the Seller, which shall evidence that, the CSRC Filling have been duly submitted by the Buyer and accepted by the CSRC on the Closing Date; and (iiv) the names and signatures a certificate executed by a duly authorized officer of the officers Buyer, certifying to the fulfillment of Seller authorized the conditions specified in Section 5.1 and Section 5.2; (vi) to sign this Agreement the extent not previously delivered, such documents, instruments and the documents items required to be delivered hereunderin connection with the fulfillment of the conditions specified in Section 5.1 and Section 5.2. 2.3 (c) At the Closing, Purchaser the Seller shall deliver or cause to Sellerbe delivered to the Buyer: (i) a signed counterpart all of the Sale Shares, and the scanned copy of share certificate(s) representing the Sale Shares, duly executed on behalf of Target Co. and registered in the name of the Buyer, the original copy of which shall be delivered to this Agreementthe Buyer within five (5) Business Days following the Closing Date; (ii) a signed counterpart certified true copy of the Assignment and Assumption Agreementregister of members of Target Co., reflecting the Buyer’s ownership of the Sale Shares; (iii) Copies a scanned copy of all consentsthe resignation letters duly executed by such director(s) of Target Co. nominated by the Seller, approvals, waivers and authorizations referred the original copy of which shall be delivered to in Section 3.2 hereofTarget Co.’s registered agent within five (5) Business Days following the Closing Date; (iv) a signed counterpart scanned copy of the Amendment; andinstrument of transfer evidencing the transfer of the Sale Shares to the Buyer, substantially in the form of Exhibit A, duly executed by the Seller, the original copy of which shall be delivered to Target Co.’s registered agent within five (5) Business Days following the Closing Date; (v) A certificate a scanned copy of the Secretary or Assistant Secretary (or equivalent officer) of Purchaser certifying as to (i) the directors’ resolutions of the board of directors (or equivalent managing body) of PurchaserSeller, duly adopted approving and in effectconsenting to, which authorize among other things, the execution, delivery and performance of this Agreement and any other Transaction Document to which the Seller is a party, and the transactions contemplated herebyhereby and thereby; (vi) a certificate executed by a duly authorized officer of the Seller, certifying to the fulfillment of the conditions specified in Section 5.1 and Section 5.3; and (vii) to the extent not previously delivered, such documents, instruments and items required to be delivered in connection with the fulfillment of the conditions specified in Section 5.1 and Section 5.3. (d) At the Closing, the Seller shall, and shall cause the relevant Target Co. Group Companies to, deliver (or cause to be delivered) to the Buyer (i) all chops and seals of the Target Co. Group Companies, including all company chops, financial chops, contract chops and other chops and seals (if any), (ii) all books, accounts records, tax files, tax reports and any other similar documents of the Target Co. Group Companies, (iii) all documents necessary to change the bank mandates of the Target Co. Group Companies in such manner as the Buyer requires and all online banking u-keys of the Target Co. Group Companies, and (iiiv) the names all licenses, Permits, physical assets and signatures contracts of the officers of Purchaser authorized to sign this Agreement and the documents to be delivered hereunderTarget Co. Group Companies.

Closing. 2.1 (a) The closing of the transactions contemplated by this Agreement purchase and sale of the Assets and the assumption of the Assumed Liabilities (the “"Closing”") shall will take place simultaneously with (i) at the execution offices of this Agreement C▇▇▇▇▇▇▇▇▇ & P▇▇▇▇ LLP, 3▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇ at 10:00 a.m. local time on the third business day following the satisfaction or waiver of all conditions set forth in Article XI (other than conditions that by their nature are to be satisfied at the parties heretoClosing, but subject to the fulfillment or waiver of those conditions), or (ii) at such other place, date and time as Parent and Buyer may agree. The date and time at which the Closing actually occurs is referred to herein as the "Closing Date". The Closing will be deemed to be effective at the close of business on the Closing Date (the "Effective Time"). 2.2 (b) At the Closing, Seller shall Parent and the Company will deliver and cause to Purchaser be delivered the following: (i) a signed counterpart such bills of sale and instruments of assignment, conveyance and transfer as shall reasonably be requested by Buyer to this Agreementeffect or evidence the sale, assignment, conveyance, transfer and delivery of the Assets to Buyer; (ii) a membership interest power conveying the Interests to Purchasercertificate referenced in Section 11.1(j); (iii) a signed counterpart standing instruction letter duly executed by Parent instructing the Escrow Agent to transfer shares from the Escrow Property to the name of Buyer when required to pursuant to the terms of the Assignment and Assumption Escrow Agreement to be held by the Escrow Agent pursuant to the Escrow Agreement; (iv) the Escrow Agreement, executed by Parent and the form of which is attached hereto as Exhibit AEscrow Agent; (v) the Tax Escrow Agreement, related executed by Parent and the Tax Escrow Agent, if required pursuant to Section 15.8(b); and (vi) all other instruments, agreements, certificates and documents required to be delivered by Parent or the Company at or prior to the assignment and Closing Date pursuant to this Agreement. (c) At the Closing, Buyer will deliver the following: (i) the payments required by Section 4.1(b); (ii) such instruments of assumption as shall reasonably be requested by Parent to effect or evidence the assumption by Buyer of the Assumed Note Liabilities; (iii) the “Assignment and Assumption Agreement”certificate referenced in Section 11.2(h); (iv) copies of all consentsthe Escrow Agreement, approvals, waivers executed by Buyer and authorizations referred to in Section 4.2 hereofthe Escrow Agent; (v) a signed counterpart of the AmendmentTax Escrow Agreement, executed by Buyer and the form of which is attached hereto as Exhibit BTax Escrow Agent, if required pursuant to Section 15.8(b); and (vi) a certificate of the Secretary or Assistant Secretary (or equivalent officer) of Seller certifying as to (i) the resolutions of the board of directors (or equivalent managing body) of Sellerall other instruments, duly adopted agreements, certificates and in effect, which authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby, and (ii) the names and signatures of the officers of Seller authorized to sign this Agreement and the documents required to be delivered hereunder. 2.3 At by Buyer at or prior to the Closing, Purchaser shall deliver to Seller (i) a signed counterpart Closing Date pursuant to this Agreement; (ii) a signed counterpart of the Assignment and Assumption Agreement; (iii) Copies of all consents, approvals, waivers and authorizations referred to in Section 3.2 hereof; (iv) a signed counterpart of the Amendment; and (v) A certificate of the Secretary or Assistant Secretary (or equivalent officer) of Purchaser certifying as to (i) the resolutions of the board of directors (or equivalent managing body) of Purchaser, duly adopted and in effect, which authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby, and (ii) the names and signatures of the officers of Purchaser authorized to sign this Agreement and the documents to be delivered hereunder.

Closing. 2.1 The (a) Subject to the satisfaction or, when permissible, waiver of the conditions set forth in Article VII, the closing of the transactions contemplated by this Agreement (the “Closing”) shall take place simultaneously with at the execution offices of this Agreement ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ (or remotely via the electronic exchange of closing deliveries), commencing at 10:00 a.m. local time (a) on the day that is two (2) Business Days after the date on which the last of the conditions set forth in Article VII (other than any such conditions which by their terms are not capable of being satisfied until the parties heretoClosing Date) is satisfied or, when permissible, waived, or (b) on such other date or at such other time or place as the Parties may mutually agree upon in writing. The Closing shall be effective for all purposes at 11:59 p.m. local time on the Closing Date. 2.2 (b) At the Closing, Seller shall deliver deliver, or cause to Purchaser be delivered, to Buyer the following: (i) a signed signature page counterpart to this the Assignment and Assumption Agreement, duly executed by Seller; (ii) a membership interest power conveying evidence of resignations or removals, effective as of the Interests Closing, of each of the directors, managers and officers of the Company Entities appointed or designated to Purchasersuch positions by Seller or its Affiliates with respect to whom Buyer has delivered written notice requesting resignation or removal at least ten (10) Business Day prior to the Closing; (iii) a signed counterpart duly executed FIRPTA Certificate and any additional certification of non-foreign status required pursuant to Code Section 1446(f) in the form prescribed by Notice 2018-29; provided, that Buyer’s sole right if Seller fails to provide such certificates shall be to make appropriate withholding under Sections 1445 and 1446 of the Assignment and Assumption Agreement, the form of which is attached hereto as Exhibit A, related to the assignment and assumption of the Assumed Note (the “Assignment and Assumption Agreement”)Code; (iv) copies of all consentsa signature page counterpart to the Transition Services Agreement, approvals, waivers and authorizations referred to in Section 4.2 hereofduly executed by Seller; (v) a signed counterpart of the Amendment, the form of which is attached hereto as Exhibit B; andcertificate referred to in Section 7.3(c); (vi) a certificate certificates, dated as of the Secretary or Assistant Secretary (or equivalent officer) Closing Date, of an officer of Seller certifying as and each Affiliate of Seller that is party to a Transaction Document certifying, in each case, (iA) that appended to such certificate is a true and correct copy of the resolutions of the board management committee or other authorizing body, as appropriate, of directors (or equivalent managing body) of Sellersuch entity, duly adopted and in effect, which authorize authorizing the execution, delivery and performance of this Agreement each Transaction Document to be executed, delivered and the transactions contemplated hereby, and performed by such entity pursuant hereto; (iiB) the names and signatures of the officers duly elected or appointed officer(s) of such entity who are authorized to execute and deliver the Transaction Documents to which such entity is a party; (C) true and complete copies of the organizational documents of such entity; and (D) a certificate of the relevant Governmental Authority of its jurisdiction of formation as to the good standing of such entity as of a date as close to the Closing Date as reasonably practicable; and (vii) a copy of the certificate of formation or equivalent formation document of each of Seller authorized and its Affiliates party to sign this Agreement and a Transaction Document certified by the documents relevant Governmental Authority of its jurisdiction of formation as of a date as close to be delivered hereunderthe Closing Date as is reasonably practicable. 2.3 (c) At the Closing, Purchaser Buyer shall deliver deliver, or cause to Sellerbe delivered, to Seller the following: (i) a signed signature page counterpart to this the Transition Services Agreement, duly executed by Buyer; (ii) a signed A signature page counterpart of to the Assignment and Assumption Agreement; (iii) Copies of all consents, approvals, waivers and authorizations the certificate referred to in Section 3.2 hereof7.2(d); (iv) a signed counterpart certificates, dated as of the Amendment; and Closing Date, of an officer of Buyer and of each Affiliate of Buyer that is party to a Transaction Document certifying, in each case, (vA) A that attached or appended to such certificate is a true and correct copy of the Secretary or Assistant Secretary (or equivalent officer) of Purchaser certifying as to (i) the resolutions of the board of directors (or equivalent managing other authorizing body) , as appropriate, of Purchasersuch entity, duly adopted and in effect, which authorize authorizing the execution, delivery and performance of this Agreement each Transaction Document to be executed, delivered and the transactions contemplated hereby, and performed by such entity pursuant hereto; (iiB) the names and signatures of the officers duly elected or appointed officer(s) of Purchaser such entity who are authorized to sign this Agreement execute and deliver the Transaction Documents to which such entity is a party; (C) true and complete copies of the organizational documents of such entity; and (D) a certificate of the relevant Governmental Authority of its jurisdiction of formation as to be delivered hereunderthe good standing of such entity as of a date as close to the Closing Date as reasonably practicable; and (v) a copy of the certificate of formation or equivalent formation document of each of Buyer and its Affiliates party to a Transaction Document certified by the relevant Governmental Authority of its jurisdiction of formation as of a date as close to the Closing Date as is reasonably possible.

Closing. 2.1 (a) The closing of the transactions contemplated by this Agreement and the Collateral Agreements (the “Closing”) shall will take place simultaneously with at the execution offices of this Agreement by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, Professional Corporation, in Palo Alto, California commencing at 10:00 a.m., local time, three (3) business days following the satisfaction or written waiver of the last of the conditions of Closing as set forth in Article 6 hereof, or on such other date as the parties heretomay mutually determine (the “Closing Date”). 2.2 (b) At the Closing, Seller shall deliver without limiting any of the conditions to Purchaser the followingClosing contained in Article 6: (i) a signed counterpart to this Agreement; (ii) a membership interest power conveying the Interests to Purchaser; (iii) a signed counterpart of the Assignment and Assumption Agreement, the form of which is attached hereto as Exhibit A, related to the assignment and assumption of the Assumed Note (the “Assignment and Assumption Agreement”); (iv) copies of all consents, approvals, waivers and authorizations referred to in Section 4.2 hereof; (v) a signed counterpart of the Amendment, the form of which is attached hereto as Exhibit B; and (vi) a certificate of the Secretary or Assistant Secretary (or equivalent officer) of Seller certifying as to (i) the resolutions of the board of directors (or equivalent managing body) of Seller, duly adopted and in effect, which authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby, Buyer shall each execute and (ii) the names and signatures of the officers of Seller authorized to sign this Agreement and the documents to be delivered hereunder. 2.3 At the Closing, Purchaser shall deliver to Seller (i) a signed counterpart to this Agreement; (ii) a signed counterpart of the Assignment and Assumption Agreement; (ii) the Seller shall execute and deliver to the Buyer the ▇▇▇▇ of Sale; (iii) Copies the Seller shall execute and deliver or cause to be executed and delivered to the Buyer (A) written assignments of the Transferred Intellectual Property Rights in forms reasonably acceptable to Buyer and otherwise suitable for filing in all consentsrelevant jurisdictions, approvals(B) such other good and sufficient instruments of conveyance, waivers assignment and authorizations referred transfer, in form and substance reasonably acceptable to Buyer’s counsel, as Buyer may reasonably request in Section 3.2 hereoforder to effectively vest in Buyer good and valid title in and to the Acquired Assets, and (C) the Real Property Subleases (collectively with the Support Agreements, the Assignment and Assumption Agreement and the ▇▇▇▇ of Sale, the “Collateral Agreements”); (iv) a signed counterpart of the AmendmentSeller shall deliver to Buyer or Buyer’s designee, at such location as Buyer may specify, the Tangible Assets and the Technology included in the Acquired Assets (without limiting the foregoing, all Software included in the Acquired Assets shall be delivered electronically at Buyer’s request); (v) the Buyer shall pay the Seller the Cash Consideration; (vi) the Buyer and Parent shall cause to be issued to the Seller the Stock Consideration; and (v) A certificate of the Secretary or Assistant Secretary (or equivalent officer) of Purchaser certifying as to (ivii) the resolutions of Seller shall deliver to the board of directors (or equivalent managing body) of Purchaser, duly adopted Buyer any and in effect, which authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby, and (ii) the names and signatures of the officers of Purchaser authorized to sign this Agreement and the documents all certificates required to be delivered hereunderpursuant to Article 6, to the extent not previously delivered.

Closing. 2.1 The closing Subject to the satisfaction or waiver of all of the conditions set forth in Section 3.2, Section 3.3 and Section 3.4, the transactions contemplated by this Agreement hereby will be completed (the “Closing”) shall take place simultaneously with at the execution offices of the Arbutus’ counsel, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP, in New York, New York at 9:30 a.m. (New York time) (the Closing Time) within two (2) Business Days of the performance and satisfaction or waiver of the terms and conditions contained in Section 3.2, Section 3.3 and Section 3.4 (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the fulfillment or waiver of those conditions) (the date of such closing, the Closing Date), or such other place, date or time as the Parties may agree. If, prior to or at the Closing Time, the terms and conditions contained in Section 3.2, Section 3.3 and Section 3.4 of this Agreement by have been complied with to the parties hereto.satisfaction of or waiver by, Arbutus and/or Roivant, as the case may be: 2.2 At the Closing, Seller (a) Arbutus shall deliver to Purchaser Roivant at the following: Closing Time (i) an executed counterpart to the Bills of Sale and Assignment and Assumption Agreements duly executed by Arbutus; (ii) executed counterparts to the Ancillary Agreements to which Arbutus is a party duly executed by Arbutus; (iii) certificates representing the Genevant Shares, duly endorsed in blank, or accompanied by either stock powers duly executed in blank by Arbutus or such other instruments of transfer as are reasonably acceptable to Roivant, (iv) a certificate in form and substance acceptable to Roivant, dated as of the Closing Date and signed counterpart by the Chief Executive Officer and the Chief Financial Officer of Arbutus, in each case, certifying for and on behalf of Arbutus, as the case may be, and not in their personal capacities, that the conditions set forth in Section 3.3(a) and Section 3.3(b) have been satisfied; and (v) such other documentation as may be required pursuant to this Agreement; (ii) a membership interest power conveying the Interests to Purchaser; (iii) a signed counterpart of the Assignment and Assumption Agreement, the form of which is attached hereto as Exhibit A, related to the assignment and assumption of the Assumed Note (the “Assignment and Assumption Agreement”); (iv) copies of all consents, approvals, waivers and authorizations referred to in Section 4.2 hereof; (v) a signed counterpart of the Amendment, the form of which is attached hereto as Exhibit B; and (vib) a certificate of the Secretary or Assistant Secretary (or equivalent officer) of Seller certifying as to Roivant shall (i) pay the resolutions Subscription Price by wire transfer of immediately available funds to the board of directors (or equivalent managing body) of Seller, duly adopted and in effect, which authorize Company at the execution, delivery and performance of this Agreement and the transactions contemplated hereby, Closing Time and (ii) deliver to the names Company at the Closing Time (A) an executed counterpart to the Bills of Sale and signatures Assignment and Assumption Agreements duly executed by the Company; (B) executed counterparts to the Ancillary Agreements to which Roivant or the Company or any Company Subsidiary is a party duly executed by the Company and/or the Company Subsidiaries, as applicable; (C) a certificate in form and substance acceptable to Arbutus, dated as of the officers Closing Date and signed by a duly authorized officer of Seller authorized to sign this Agreement Roivant, in each case certifying for and on behalf of Roivant, as the documents to case may be, and not in their personal capacities, that the conditions set forth in Section 3.4(a) and Section 3.4(b) have been satisfied; and (D) such other documentation as may be delivered hereunder. 2.3 At the Closing, Purchaser shall deliver to Seller (i) a signed counterpart required pursuant to this Agreement; (ii) a signed counterpart of the Assignment and Assumption Agreement; (iii) Copies of all consents, approvals, waivers and authorizations referred to in Section 3.2 hereof; (iv) a signed counterpart of the Amendment; and (v) A certificate of the Secretary or Assistant Secretary (or equivalent officer) of Purchaser certifying as to (i) the resolutions of the board of directors (or equivalent managing body) of Purchaser, duly adopted and in effect, which authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby, and (ii) the names and signatures of the officers of Purchaser authorized to sign this Agreement and the documents to be delivered hereunder.

Closing. 2.1 The closing In connection with its acquisition of the Contributors' ------- Interests, the Operating Partnership will notify the Contributors of a closing date, which date will be no earlier than five (5) business days after such notification and no later than June 1, 1998, for the initial closing (the "Initial Closing") of the acquisition contemplated by this Contribution ---------------- Agreement. At or before such Initial Closing, which shall be held at the offices of ▇▇▇▇▇ & ▇▇▇▇ llp, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ or such other place as is determined by the Operating Partnership in its sole discretion at a time specified by the Operating Partnership in its sole discretion, the Operating Partnership and the Contributors will execute all closing documents (the "Closing Documents") required by the Operating ----------------- Partnership in accordance with Section 1.5 hereof and deposit the same in escrow with ▇▇▇▇▇ & Wood llp, New York, New York, pursuant to an escrow agreement in substantially the form of Exhibit F hereto, as escrow agent of the Operating Partnership (the "Closing Agent"). ------------- The transactions contemplated by this Contribution Agreement and by the Closing Documents executed and deposited in connection with such exercise will be consummated at the Final Closing (as hereinafter defined) only if the closing of the IPO (the “"IPO Closing”") shall take place simultaneously with the execution of this Agreement is consummated by the parties hereto. 2.2 At earlier of (a) fifteen (15) ----------- days after the Closingdate of the Initial Closing and (b) the Termination Date, Seller and the conditions precedent to the closing contained in Article V hereof shall deliver have been met on or prior to Purchaser the followingFinal Closing Date. If the IPO Closing occurs by such date: (ia) a signed counterpart to this Agreement; (ii) a membership interest power conveying The Operating Partnership shall, contemporaneously with the Interests to Purchaser; (iii) a signed counterpart IPO Closing and upon satisfaction of the Assignment and Assumption Agreementconditions precedent set forth in Article V, the form of which is attached hereto as Exhibit A, related cause to the assignment and assumption of the Assumed Note (the “Assignment and Assumption Agreement”); (iv) copies of all consents, approvals, waivers and authorizations referred be delivered to in Section 4.2 hereof; (v) a signed counterpart of the Amendment, the form of which is attached hereto as Exhibit B; and (vi) a certificate of the Secretary or Assistant Secretary (or equivalent officer) of Seller certifying as to each Contributor (i) the resolutions cash portion of such Contributor's Consideration, if any (such cash portion, the board of directors (or equivalent managing body) of Seller, duly adopted and in effect, which authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby"Cash ---- Portion"), and (ii) the names and signatures if applicable, a certificate of the officers of Seller authorized to sign this Agreement and the documents to be delivered hereunder. 2.3 At the Closing, Purchaser shall deliver to Seller (i) a signed counterpart to this Agreement; (ii) a signed counterpart General Partner of the Assignment Operating Partnership certifying that such Contributor has been or will be, effective upon the Final Closing (as hereinafter defined), admitted as a limited partner of the Operating Partnership and Assumption Agreement; (iii) Copies that the Operating Partnership's books and records indicate or will indicate that such Contributor is the holder of all consents, approvals, waivers and authorizations referred the number of Units which are called for pursuant to in Section 3.2 the Consideration as adjusted pursuant to Article IV hereof; (ivb) a signed counterpart upon receipt of the AmendmentConsideration by the Contributors set forth in clause (a) above, the Closing Agent will release the Closing Documents to the Operating Partnership and deliver to the Contributor a copy of such General Partner's certificate; and (vc) A certificate the transactions described or otherwise contemplated herein or in the Closing Documents will thereupon be deemed to have been consummated simultaneously with the IPO Closing (such consummation, the "Final Closing"). ------------- Notwithstanding the above, the Operating Partnership may, in its sole discretion, elect not to complete the acquisition of all or any portion of the Secretary Interests of any Contributor only in the event that such Contributor specifies, in its Assignment delivered pursuant to Section 1.5, a material breach of or Assistant Secretary other material exception with respect to Article 2 hereof or such contributor has otherwise materially breached this Contribution Agreement and such breach has not been cured within any applicable grace period (any such Contributor, a "Non-Complying Contributor"), in which case the Operating Partnership shall, in -------------------------- lieu of the delivery with respect to such Contributor pursuant to clause (a) above, notify the Closing Agent of such election and direct the Closing Agent to return such Contributor's Closing Documents and Ancillary Agreements (as defined below) to such Contributor. The risk of loss to an Asset Entity's Assets prior to Closing shall be borne by such Asset Entity. If, prior to the Final Closing, any of an Asset Entity's Assets shall be materially destroyed or equivalent officer) materially damaged by fire or other casualty, then this Contribution Agreement may, at the option of Purchaser certifying as the Operating Partnership, be terminated with respect to the Asset Entity, the Assets of which have been materially destroyed or materially damaged. If, after the occurrence of any such casualty affecting an Asset Entity's Assets, this Contribution Agreement is not so terminated relative to such Asset Entity, the Operating Partnership shall elect to (i) purchase the resolutions of given Contributors' Interests in such Asset Entity or Assets, as the board of directors (or equivalent managing body) of Purchaser, duly adopted and in effect, which authorize the execution, delivery and performance of this Agreement and the transactions contemplated herebycase may be, and (ii) direct such Contributors to pay or cause to be paid to the names Operating Partnership any sums collected under any policies of insurance because of damage due to such casualty and signatures otherwise assign to the Operating Partnership all rights to collect such sums as may then be uncollected; provided, however, that the Contributors shall not adjust or settle any insurance claim without the Operating Partnership's prior written consent, such consent not to be unreasonably withheld or delayed. Under such circumstances, the Consideration payable upon such purchase shall be reduced by the amount of any deductibles under the applicable insurance policies. If the IPO Closing does not occur by the earlier of (a) fifteen (15) days after the date of the officers Initial Closing and (b) the Termination Date, or the conditions precedent set forth in Article V are not met on or prior to the date of Purchaser authorized to sign the Final Closing then, except as set forth in Section 1.8, no party shall have any obligations under the Closing Documents or under any agreements or instruments executed in connection with the transactions contemplated hereunder or thereunder (such other agreements or instruments, collectively, "Ancillary --------- Agreements"), this Agreement Contribution Agreement, the Closing Documents and the documents ---------- Ancillary Agreements shall be deemed null and void ab initio and the Closing --------- Agent will be, and is hereby, directed to be destroy the Closing Documents and any Ancillary Agreement it holds and return to the Operating Partnership the Consideration, if any, delivered hereunderby the Operating Partnership to the Closing Agent in accordance with the previous paragraph.

Closing. 2.1 (a) The closing execution and delivery of the documents and instruments for the consummation of the purchase and sale of the Property pursuant hereto (herein referred to as the "Closing") will take place at 1O:OO a.m. on or before the date which is twenty (20) days after the expiration of the Inspection Period, as that term is defined below in Section 5 (the "Closing Date") at the offices of Seller's Title Company In Maryland, subject to extension as provided in paragraphs 5(b), 6, 7, 8 and 29 hereof, or such other date and time, and/or such other location, as may be mutually agreeable to Seller and TCF. Notwithstanding the foregoing, the parties will use reasonable efforts to close on or before January 15, 2003, provided that TCF is able to successfully complete all of its due diligence of the Real Property, as contemplated herein, prior to January 15,2003 and Seller has sufficient time to complete transaction documents required for the Closing. Seller may elect not to attend the Closing so long as all documents to be executed by Seller in connection with the consummation of the transactions contemplated by this Agreement herein are delivered to Escrow Agent not later than two (the “2)days prior to Closing”) shall take place simultaneously with the execution of this Agreement by the parties hereto. 2.2 (b) At the Closing, Seller shall will execute and deliver to Purchaser the following: TCF (i) a signed counterpart seven or more special warranty deeds conveying the Real Property to this Agreement; TCF subject only to the Permitted Encumbrances (as hereinafter defined), (ii) a membership interest power conveying ▇▇▇▇ of sale with respect to the Interests to Purchaser; Books and Records, (iii) an affidavit as to the non-foreign status of Seller (or, if Seller is a signed counterpart foreign person, Seller will deliver to TCF a withholding exemption certificate pursuant to Section 1445 of the Assignment and Assumption AgreementInternal Revenue Code of 1954, the form of which is attached hereto as Exhibit Aamended), related to the assignment and assumption of the Assumed Note (the “Assignment and Assumption Agreement”); (iv) copies an assignment of all consentsthe applicable Leases (as hereinafter defined) (the "Assignment of Leases"); if any, approvals, waivers and authorizations referred with rents to in Section 4.2 hereof; be pro-rated at Closing (v) a signed counterpart of the Amendmentan owner's affidavit in form satisfactory to TCF's title insurer, the form of which is attached hereto as Exhibit B; and (vi) a certificate such assignments and other documents as are necessary to assign unto TCF any Forest Management Conservation Agreements, and (vii) such other deeds, assignments, certificates, affidavits and instruments as may be reasonably necessary or desirable to consummate the purchase and sale contemplated hereby and to obtain the issuance of the Secretary or Assistant Secretary title insurance policy insuring TCF's fee simple title to the Real Property as of the date of the Closing. All of the foregoing documents shall be in form and content reasonably satisfactory to Seller and TCF. (or equivalent officerc) of At the Closing, TCF will execute and deliver to Seller certifying as to (i) the resolutions Assignment of the board of directors (or equivalent managing body) of Seller, duly adopted and in effect, which authorize the execution, delivery and performance of this Agreement and the transactions contemplated herebyLeases, and (ii) such other deeds, assignments, certificates, affidavits and instruments as may be reasonably necessary or desirable to consummate the names purchase and signatures of sale contemplated hereby, including the officers of Installment Note, the TSA (as described below in Section 13) and such other instruments as are required pursuant to Exhibit D hereof to consummate the installment sale in accordance therewith, which documents shall be in form reasonably satisfactory to Seller authorized to sign this Agreement and the documents to be delivered hereunderTCF. 2.3 At (d) The parties agree to do such other acts and execute and deliver such other documents and instruments as are reasonably necessary or desirable for the Closing, Purchaser shall deliver to Seller (i) a signed counterpart to this Agreement; (ii) a signed counterpart consummation of the Assignment and Assumption Agreement; (iii) Copies of all consents, approvals, waivers and authorizations referred to in Section 3.2 hereof; (iv) a signed counterpart of the Amendment; and (v) A certificate of the Secretary or Assistant Secretary (or equivalent officer) of Purchaser certifying as to (i) the resolutions of the board of directors (or equivalent managing body) of Purchaser, duly adopted and in effect, which authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby, and (ii) the names and signatures of the officers of Purchaser authorized to sign this Agreement and the documents to be delivered hereunder.

Closing. 2.1 (a) The closing of the transactions contemplated by this Agreement will take place in a series of separate closings, as set forth in this Article II. Subject to Section 2.1(b), Section 2.1(c) and Section 2.1(d), on or prior to the fifth (5th) Business Day following the satisfaction or waiver of the conditions set forth in Article VII (other than such conditions which, by their nature, are to be satisfied at Closing), or on such other date as the Company and Purchaser Sub may mutually agree in writing, the sale and purchase of the Purchased Assets and the assumption of the Assumed Liabilities contemplated by this Agreement with respect to which such conditions have been satisfied or waived as of such date shall take place at an initial closing (the “Closing”) shall take that will be held at the offices of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, at 9:00 a.m., New York City time, or such other time, place simultaneously with and date as the execution Company and Purchaser Sub may agree in writing or remotely via the exchange of executed documents or closing deliverables (the date on which the Closing takes place being the “Closing Date”). The Acquired Stores to be transferred at the Closing are set forth in Section 2.1(c) of the Company Disclosure Schedules. (b) Subject to Section 2.1(c) and Section 2.1(d), Purchaser Sub and the Company will complete the transactions contemplated by this Agreement by and the parties hereto. 2.2 At purchase of any Purchased Assets and the assumption of any Assumed Liabilities (other than the Purchased Assets and Assumed Liabilities that were transferred on the Closing Date or any other Subsequent Closing Date) (each, a “Subsequent Closing, Seller shall deliver to Purchaser ”) on the following: second Business Day following (i) a signed counterpart to this Agreement; (ii) a membership interest power conveying the Interests to Purchaser; (iii) a signed counterpart receipt by Purchaser Sub of the Assignment and Assumption Agreement, the form of which is attached hereto as Exhibit A, related to the assignment and assumption of the Assumed Note (the “Assignment and Assumption Agreement”); (iv) copies of all consents, approvals, waivers and authorizations referred to in Section 4.2 hereof; (v) a signed counterpart of the Amendment, the form of which is attached hereto as Exhibit B; and (vi) a certificate of the Secretary Company signed by a duly authorized representative of the Company, with respect to the Acquired Stores to be transferred at such Subsequent Closing, certifying that the representations and warranties contained in Section 3.17 are true and correct in all respects as of such Subsequent Closing as if made on the applicable Subsequent Closing Date, except for breaches or Assistant Secretary (or equivalent officer) of Seller certifying inaccuracies, as the case may be, as to matters that, individually or in the aggregate, have not had a Material Adverse Effect, (ii) the satisfaction or waiver of (A) the conditions set forth in Section 7.2(b), Section 7.2(d) (solely with respect to the first Subsequent Closing) and Section 7.3(b), (B) solely with respect to the Closing, the condition that the Company shall have tested the Duplicate IT System with respect to the Acquired Stores to be transferred at the Closing using the Developed Testing Procedures, (C) solely with respect to the Closing and the first Subsequent Closing, the condition that the Company shall have based upon such test certified to Purchaser Sub as to the operational readiness of the Duplicate IT System by having delivered to Purchaser Sub an Operational Duplicate IT System Certificate, in each case applicable to the Acquired Stores to be transferred at such Closing or such first Subsequent Closing, as applicable and (D) solely with respect to the first Subsequent Closing, the condition that Parent shall have had a reasonable opportunity to test the operational readiness of the Duplicate IT System with respect to the Acquired Stores transferred at the Closing using the Developed Testing Procedures and shall have reasonably determined that the results of such test were consistent with the Operational Duplicate IT System Certificate and (iii) the delivery to Purchaser Sub of the Inventory Statement and the report specified in Section 2.5(b) (the “Subsequent Closing Conditions”), pursuant to the terms and conditions of this Agreement. The date on which a Subsequent Closing occurs is hereinafter referred to as the “Subsequent Closing Date”; provided, however, that the sale and purchase of the Distribution Centers (and the assets in the Distribution Centers to the extent Purchased Assets) (the “Distribution Center Closing”) shall occur on the last day of the Transition Period (as defined in the Transition Service Agreement) or such earlier date as mutually agreed by the Parties (such date, the “Distribution Center Closing Date”), subject to receipt by Purchaser Sub of a certificate of the Company signed by a duly authorized representative of the Company, with respect to the Distribution Centers (and the Purchased Assets therein), certifying that the representations and warranties contained in Section 3.17 are true and correct in all respects as of the Distribution Center Closing as if made on the Distribution Center Closing Date, except for breaches or inaccuracies, as the case may be, as to matters that, individually or in the aggregate, have not had a Material Adverse Effect. Assuming the conditions applicable to the first Subsequent Closing described in this Section 2.1(b) are satisfied, the first Subsequent Closing shall occur within the later of the date that is (i) the resolutions ninety (90) days of the board of directors (or equivalent managing body) of Seller, duly adopted and in effect, which authorize the execution, delivery and performance date of this Agreement and the transactions contemplated hereby, and (ii) ten (10) days after the names and signatures end of the officers of Seller authorized to sign this Agreement and calendar month in which the documents to be delivered hereunderClosing occurred. 2.3 At (c) Notwithstanding anything herein to the Closingcontrary, Purchaser shall deliver with respect to Seller any Acquired Store, (i) in no event shall the Parties complete, or be obligated to complete, the Closing or a signed counterpart Subsequent Closing with respect to this Agreement; such Acquired Store prior to the later of (A) the date set forth with respect to such Acquired Store on Section 2.1(c) of the Company Disclosure Schedules (the “Acquired Store Scheduled Closing Date”), (B) the Closing Date and (C) the earlier of (x) the date on which all required Pharmacy Approvals relating to such Acquired Store, if any, and all required consents under any Acquired Lease relating to such Acquired Store, if any, (collectively, the “Acquired Store Approvals”) have been obtained and (y) the date that is sixty (60) days after the Acquired Store Scheduled Closing Date (the later of (A), (B) and (C), the “Acquired Store Outside Date”), (ii) a signed counterpart if any required Acquired Store Approvals have not been obtained with respect to such Acquired Store as of the Assignment applicable Acquired Store Outside Date and Assumption Agreement; the Acquired Store Approvals outstanding with respect to such Acquired Store include any required consents under any Acquired Lease relating to such Acquired Store, then, at Parent’s election, (A) such Acquired Stores and all of the related assets and Liabilities shall be retained by the Company and the Purchase Price shall be reduced as set forth on Section 2.2 of the Company Disclosure Schedules (and the amounts payable pursuant to Section 2.7 shall be reduced accordingly) or (B) to the extent mutually agreed among the Parties, such Acquired Store shall be replaced with one or more other stores of the Company, and each such replacement store shall thereafter be deemed an Acquired Store for purposes hereof and shall be subject to an Acquired Store Scheduled Closing Date as the Parties shall reasonably agree with respect to such replacement store and (iii) Copies if the only Acquired Store Approval outstanding with respect to such Acquired Store is a Pharmacy Approval, then at the Company’s election, (A) Parent shall acquire the prescription and customer records related to such Acquired Store consistent with a “file buy” acquisition and all Inventory located at such Acquired Store and shall assume all obligations under the Acquired Lease relating to such Acquired Store, and Parent shall bear all costs and expenses (including severance, if applicable) in connection with the shutdown of all consentssuch Acquired Store (and, approvalsfor the avoidance of doubt, waivers the Purchase Price shall not be reduced as a result thereof) or (B) to the extent mutually agreed among the Parties, such Acquired Store shall be replaced with one or more other stores of the Company, and authorizations referred each such replacement store shall thereafter be deemed an Acquired Store for purposes hereof and shall be subject to in Section 3.2 hereof;an Acquired Store Scheduled Closing Date as the Parties shall reasonably agree with respect to such replacement store. (ivd) Notwithstanding anything herein to the contrary, in no event shall the Parties complete a signed counterpart Subsequent Closing, except as otherwise agreed upon by Purchaser Sub and the Company, with respect to less than fifty (50) Acquired Stores (other than the final Subsequent Closing) or more than seventy-five (75) Acquired Stores (it being acknowledged and agreed that in the event that the Subsequent Closing Conditions have been satisfied or waived with respect to less than fifty (50) Acquired Stores, the Parties shall complete the Subsequent Closing with respect to such Acquired Stores on the fifth (5th) Business Day following the satisfaction or waiver of the Amendment; andSubsequent Closing Conditions with respect to fifty (50) or more Acquired Stores which have not yet been conveyed to Purchaser Sub, or, in the case of the final Subsequent Closing, any remaining Acquired Stores that have not previously been conveyed to Purchaser Sub). (ve) A certificate The transfer of the Secretary Acquired Regional Offices (and the Purchased Assets located therein or Assistant Secretary exclusively related thereto) (each an “Acquired Regional Office Closing”) shall take place on one or equivalent officer) of Purchaser certifying as more dates prior to (i) the resolutions end of the board Transition Services Period (as defined in the Transition Services Agreement), as such date or dates shall be reasonably agreed by the Parties, to the extent any lease for such Acquired Regional Office has not expired (provided the Company will use commercially reasonable efforts to renew) and, for the avoidance of directors doubt, no portion of the Purchase Price shall be payable upon the transfer of the Acquired Regional Offices (or equivalent managing body) of Purchaser, duly adopted and in effect, which authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby, and (ii) the names and signatures of the officers of Purchaser authorized to sign this Agreement and the documents to be delivered hereunderPurchased Assets located therein or exclusively related thereto).

Closing. 2.1 The closing DELIVERIES Seller shall have delivered to PRGI each of the following, together with any additional items which PRGI may reasonably request to effect the transactions contemplated herein: (a) possession of the Purchased Assets; (b) intentionally omitted; (c) intentionally omitted; (d) the Bill ▇▇ Sale, the Assignment and Assumption Agreement and the other instruments of transfer as shall be reasonably required by this Agreement PRGI for the transfer to PRGI of all of Seller's right, title and interest to the Purchased Assets free and clear of all claims, liens, encumbrances, security interests and similar interests of any kind or nature whatsoever, including, without limitation, releases of any and all such claims, liens, encumbrances, security interests and similar interests with respect to the Purchased Assets; (e) the “Closing”) shall take place simultaneously with the execution of this Agreement Indemnity Escrow Agreement, duly executed by the parties Seller and the Representative, as nominee and attorney-in-fact of Seller, together with blank stock powers, duly executed by the Representative with medallion level signature guarantee; (f) the Noncompetition and Nonsolicitation Agreements duly executed by Seller; (g) written Seller Consents from all parties, whose consent to the transactions contemplated herein is required; (h) an opinion of counsel to Seller substantially in the form of Exhibit 4.6(h) attached hereto. 2.2 At the Closing, Seller shall deliver to Purchaser the following:; (i) a signed counterpart to this Agreementthe offer letter for employment of the Principal, duly executed by the Principal; (iij) a membership interest power conveying the Interests to PurchaserNonqualified Stock Option Agreement for the Principal, duly executed by the Principal; (iiik) the Lock-up Agreements, duly executed by Seller and the Representative; (l) intentionally omitted; (m) if applicable, the spousal consents, referred to in the RCI Agreement, duly executed by the spouse of Seller; (n) a signed counterpart release of RBA and the Assignment and Assumption Agreement, Other Sellers in substantially the form of which is Exhibit 4.6(o) attached hereto as Exhibit Ahereto, related to the assignment and assumption of the Assumed Note (the “Assignment and Assumption Agreement”)duly executed by Seller; (ivo) copies if applicable, Forms UCC-3, duly executed by each secured lender of Seller, releasing all consents, approvals, waivers and authorizations referred to in Section 4.2 hereofliens on the Purchased Assets; (vp) a signed counterpart of Closing Escrow Agreement, duly executed by Seller and the AmendmentRepresentative; (q) a Closing Statement, the form of which is attached hereto as Exhibit Bduly executed by Seller; and (vir) a certificate of the Secretary any other documents or Assistant Secretary (agreements contemplated hereby and/or necessary or equivalent officer) of Seller certifying as appropriate to (i) the resolutions of the board of directors (or equivalent managing body) of Seller, duly adopted and in effect, which authorize the execution, delivery and performance of this Agreement and consummate the transactions contemplated hereby, and (ii) the names and signatures of the officers of Seller authorized to sign this Agreement and the documents to be delivered hereunder. 2.3 At the Closing, Purchaser shall deliver to Seller (i) a signed counterpart to this Agreement; (ii) a signed counterpart of the Assignment and Assumption Agreement; (iii) Copies of all consents, approvals, waivers and authorizations referred to in Section 3.2 hereof; (iv) a signed counterpart of the Amendment; and (v) A certificate of the Secretary or Assistant Secretary (or equivalent officer) of Purchaser certifying as to (i) the resolutions of the board of directors (or equivalent managing body) of Purchaser, duly adopted and in effect, which authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby, and (ii) the names and signatures of the officers of Purchaser authorized to sign this Agreement and the documents to be delivered hereunder.

Closing. 2.1 The closing Subject to the terms and conditions of this Agreement, the consummation of the transactions contemplated by this Agreement (the “Closing”) shall take place at the offices of ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP, ▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, at 11:00 a.m. Eastern Standard Time, simultaneously with the execution and delivery of this Agreement by the parties heretoAgreement, or at such other time, date or place as Seller and Buyer may mutually agree upon. 2.2 Closing Deliverables. At the Closing, Seller shall deliver to Purchaser Buyer the following: (i) a signed counterpart to this Agreement; (ii) a membership interest power conveying the Interests to Purchaser; (iii) a signed counterpart general ▇▇▇▇ of the Assignment sale and Assumption Agreement, assignment and assumption agreement in substantially the form of which is attached hereto as Exhibit A, related B with respect to the assignment and assumption of Purchased Assets to be conveyed by Seller at the Assumed Note Closing (the “▇▇▇▇ of Sale, Assignment and Assumption Agreement”); (iv) copies of all consents, approvals, waivers and authorizations referred to in Section 4.2 hereof; (v) a signed counterpart of the Amendment, the form of which is attached hereto as Exhibit B; and (viii) a certificate of the Secretary or Assistant Secretary (or equivalent officer) an officer of Seller certifying as to certifying: (iA) true and complete copies of the resolutions of the board of directors (or equivalent managing body) of Seller, duly adopted and in effect, which authorize by Seller authorizing the execution, delivery and performance of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated herebyhereby and thereby; and (B) copies of Seller’s organizational documents; (iii) the Closing Statement; (iv) the consents listed on Schedule 3.4; (v) a certificate pursuant to Treasury Regulations Section 1.1445-2(b) that Seller is not a foreign person within the meaning of Section 1445 of the Code duly executed by Seller; (vi) a Non-Competition Agreement, substantially in the form attached hereto as Exhibit D, executed by ▇▇▇▇ ▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇; (vii) except for the Cardinal Liens, documents evidencing the release or termination of all Liens on the Purchased Assets, and copies of filed UCC termination statements with respect to all UCC financing statements evidencing Liens, if any; and (iiviii) an intellectual property assignment agreement (the names and signatures of “Intellectual Property Assignment”) in substantially the officers of Seller authorized to sign this Agreement and the documents to be delivered hereunder.form attached hereto as Exhibit C. 2.3 (b) At the Closing, Purchaser Buyer shall deliver to SellerSeller the following: (i) a signed counterpart to the amount of the Purchase Price set forth in Section 2.5(a) of this Agreement, in the amounts and to the accounts set forth on the Closing Statement; (ii) a signed counterpart to the ▇▇▇▇ of the Sale, Assignment and Assumption Agreement;, duly executed by Buyer; and (iii) Copies of all consents, approvals, waivers and authorizations referred a counterpart to in Section 3.2 hereof;the Intellectual Property Assignment. (ivc) a signed counterpart At Closing, the Seller shall deliver to the Buyer, or otherwise put the Buyer in possession and control of the Amendment; and (v) A certificate of the Secretary or Assistant Secretary (or equivalent officer) of Purchaser certifying as to (i) the resolutions of the board of directors (or equivalent managing body) of Purchaser, duly adopted and in effect, which authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby, and (ii) the names and signatures of the officers of Purchaser authorized to sign this Agreement and the documents to be delivered hereunderPurchased Assets.

Closing. 2.1 The closing of the transactions contemplated by this Agreement Acquisition (the “Closing”) shall take place simultaneously on the date hereof (the “Closing Date”) at the offices of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ LLP, One ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇, unless another place is agreed to in writing by the parties (it being understood that the Closing may be effected by the delivery of documents via e-mail, facsimile and/or overnight courier). The Closing and will be effective as of 12:01 AM Boston, Massachusetts local time on the Closing Date. (a) In connection with the execution and delivery of this Agreement by the parties hereto. 2.2 At Agreement, Purchaser shall deliver or cause to be delivered to Seller, at or before the Closing, Seller shall deliver to Purchaser the following: (i) a signed counterpart to this Agreementthe Upfront Consideration; (ii) a membership interest power conveying reasonably current good standing or similar certificate of each of ▇▇▇▇▇ and ▇▇▇▇▇ Therapeutics, certified by the Interests to PurchaserSecretary of State of the State of Delaware; (iii) a signed counterpart reasonably current copy of the Assignment certificate of incorporation of each of ▇▇▇▇▇ and Assumption Agreement▇▇▇▇▇ Therapeutics, certified by the form Secretary of which is attached hereto as Exhibit A, related to the assignment and assumption State of the Assumed Note (the “Assignment and Assumption Agreement”)State of Delaware; (iv) copies certificates, duly executed by an authorized officer of each of ▇▇▇▇▇ Therapeutics and ▇▇▇▇▇, (A) certifying and attaching a copy of the certificate of incorporation or by-laws (or the comparable governing instruments) of ▇▇▇▇▇ or ▇▇▇▇▇ Therapeutics (as the case may be); and (B) certifying and attaching all consentsrequisite resolutions or actions of the board of directors and, approvalsif applicable, waivers the stockholders of ▇▇▇▇▇ or ▇▇▇▇▇ Therapeutics (as the case may be) approving (i) the execution and authorizations referred delivery of this Agreement and the Other Transaction Documents to in Section 4.2 hereof;which it is a party and (ii) the consummation of the transactions contemplated thereby; and (v) a signed counterpart certified copy of the Amendment, the form articles of which is attached hereto as Exhibit Bassociation of Purchaser; and (vi) attaching a certificate copy of the Secretary or Assistant Secretary (or equivalent officer) of Seller certifying as to (i) the resolutions and minutes of the board of directors of Purchaser approving (or equivalent managing bodyi) of Seller, duly adopted the execution and in effect, which authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby, relevant Other Transaction Documents and (ii) the names and signatures consummation of the officers transactions contemplated thereby. (b) In connection with the execution and delivery of this Agreement, Seller authorized to sign this Agreement and shall, at or before the documents Closing, deliver or cause to be delivered hereunder. 2.3 At to Purchaser or, in the Closingcase of the items set out in paragraph (x) below, make available to Purchaser shall deliver to Sellerat the Maltese premises of the Company or such other location as Purchaser may reasonably request: (i) one share certificate for the Transferred Shares in the name of the Purchaser accompanied by a share transfer instrument relating to the Transferred Shares as signed counterpart to this Agreementby the Seller; (ii) a signed counterpart of statutory Form T relating to the Assignment and Assumption AgreementTransferred Shares; (iii) Copies of all consents, approvals, waivers and authorizations referred to in Section 3.2 hereof; (iv) a signed counterpart of the Amendment; and (v) A certificate of the Secretary or Assistant Secretary (or equivalent officer) of Purchaser certifying as to (i) the resolutions of the board of directors (or equivalent managing body) of Purchaser, duly adopted and in effect, which authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby, and (ii) the names and signatures of the officers of Purchaser authorized to sign this Agreement and the documents to be delivered hereunder.

Closing. 2.1 The closing (a) Subject to Section 2.06(b) and Section 2.06(c), on the second (2nd) Business Day following the satisfaction or waiver of the transactions conditions set forth in Section 7.01 and Section 7.02 (other than such conditions which, by their nature, are to be satisfied at Closing), or on such other date as Seller and Buyer may mutually agree in writing, the sale and purchase of the Purchased Assets and the assumption of the Assumed Liabilities contemplated by this Agreement with respect to which such conditions have been satisfied or waived as of such date shall take place at a closing (the “Closing”) shall take that will be held at the offices of Sidley Austin LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, or such other place simultaneously as Seller and Buyer may agree in writing or remotely via the exchange of executed documents or closing deliverables (the date on which the Closing takes place being the “Closing Date”). (b) Buyer and Seller will consummate the sale and purchase of any Purchased Assets and the assumption of any Assumed Liabilities (other than the Purchased Assets and Assumed Liabilities that were transferred on the Closing Date or any other Subsequent Closing Date) (each, a “Subsequent Closing”) on the second (2nd) Business Day following (i) receipt by Buyer of a certificate of Seller signed by a duly authorized representative of Seller, with respect to the execution Acquired Stores to be transferred at such Subsequent Closing, certifying that (A) the representations and warranties contained in the first sentence of Section 3.05, Section 3.09, the second and third sentences of Section 3.13, the final sentence of Section 3.15 and the final sentence of Section 3.18, are true and correct in all respects as of such Subsequent Closing as if made on the applicable Subsequent Closing Date, except for breaches or inaccuracies, as the case may be, as to matters that, individually or in the aggregate, have not had a Material Adverse Effect and (B) the covenants contained in the first sentence of Section 5.01 (with respect to Inventory and prescriptions) and Section 5.01(f) of this Agreement by the parties hereto. 2.2 At the Closinghave been complied with in all material respects, Seller shall deliver to Purchaser the following: (i) a signed counterpart to this Agreement; (ii) a membership interest power conveying the Interests to Purchaser; (iii) a signed counterpart of the Assignment and Assumption Agreement, the form of which is attached hereto as Exhibit A, related to the assignment and assumption of the Assumed Note (the “Assignment and Assumption Agreement”); (iv) copies of all consents, approvals, waivers and authorizations referred to in Section 4.2 hereof; (v) a signed counterpart of the Amendment, the form of which is attached hereto as Exhibit B; and (vi) a certificate of the Secretary or Assistant Secretary (or equivalent officer) of Seller certifying as to (i) the resolutions of the board of directors (or equivalent managing body) of Seller, duly adopted and in effect, which authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby, and (ii) the names satisfaction or waiver of (A) the conditions set forth in Section 7.01(b) and signatures Section 7.02(b) and (B) the condition that Parent shall have (1) tested the Duplicate IT System with respect to the Acquired Stores to be transferred at such Subsequent Closing using the Developed Testing Procedures and (2) based upon such test certified to Buyer as to the operational readiness of the officers of Seller authorized Duplicate IT System by having delivered to sign this Agreement and Buyer an Operational Duplicate IT System Certificate, in each case applicable to the documents Acquired Stores to be delivered hereunder. 2.3 At the Closing, Purchaser shall deliver to Seller (i) a signed counterpart to this Agreement; (ii) a signed counterpart of the Assignment transferred at such Subsequent Closing and Assumption Agreement; (iii) Copies the delivery to Buyer of all consentsthe Inventory Statement and the report specified in Section 2.10(b)(ii) (the “Subsequent Closing Conditions”), approvals, waivers pursuant to the terms and authorizations conditions of this Agreement. The date on which a Subsequent Closing occurs is hereinafter referred to as the “Subsequent Closing Date”; provided, however, that the sale and purchase of the Distribution Center and the assets therein to the extent Purchased Assets (the “Distribution Center Closing”) shall occur on the last day of the Transition Period (as defined in the Transition Service Agreement) or such earlier date as mutually agreed by the parties (such date, the “Distribution Center Closing Date”), subject to receipt by Buyer of a certificate of Seller signed by a duly authorized representative of Seller, with respect to the Distribution Center, certifying that the representations and warranties contained in Section 3.2 hereof;3.09 are true and correct in all respects as of the Distribution Center Closing as if made on the Distribution Center Closing Date, except for breaches or inaccuracies, as the case may be, as to matters that, individually or in the aggregate, have not had a Material Adverse Effect. Upon the request of Parent, Buyer will provide commercially reasonable transition services related or arising out of the assets related to the Distribution Center pursuant to an agreement to be mutually agreed upon in good faith by the parties prior to the Distribution Center Closing Date. (ivc) Notwithstanding anything herein to the contrary, in no event shall the parties consummate the Closing or a signed counterpart Subsequent Closing, except as otherwise agreed upon by Buyer and Seller, with respect to less than fifty (50) Acquired Stores (other than the final Subsequent Closing) or more than seventy-five (75) Acquired Stores (it being acknowledged and agreed that in the event that the Subsequent Closing Conditions have been satisfied or waived with respect to less than fifty (50) Acquired Stores, the parties shall consummate the Subsequent Closing with respect to such Acquired Stores on the second Business Day following the satisfaction or waiver of the Amendment; and Subsequent Closing Conditions with respect to fifty (v50) A certificate or more Acquired Stores which have not yet been conveyed to Buyer, or, in the case of the Secretary or Assistant Secretary (or equivalent officer) of Purchaser certifying as final Subsequent Closing, any remaining Acquired Stores that have not previously been conveyed to (i) the resolutions of the board of directors (or equivalent managing body) of Purchaser, duly adopted and in effect, which authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby, and (ii) the names and signatures of the officers of Purchaser authorized to sign this Agreement and the documents to be delivered hereunderBuyer).

Closing. 2.1 The closing of the transactions contemplated by this Agreement purchase and sale of the Issued Shares to the Investors (the “Closing”) shall take place simultaneously with the execution of this Agreement on March __, 2006 or at such other time and place as may be agreed upon orally or in writing by the parties hereto. 2.2 Company and the Investors investing 85% of the Purchase Price (the “Majority Investors”). At the Closing, Seller the following transactions shall occur simultaneously (no transaction shall be deemed to have been completed or any document delivered until all such transactions have been completed and all required documents delivered): (a) the Company shall deliver to Purchaser the following:Investors (unless waived by the Majority Investors): (i) copies of resolutions of the Company’s shareholders, in the form attached hereto as Schedule 1.4(a)(i), by which, inter alia: (i) the Articles of Association of the Company were replaced by the Amended Articles; (ii) the authorized share capital of the Company was increased; and (iii) to the extent required, this Agreement and all ancillary documents thereto were approved, together with a signed counterpart duly completed notices of such changes to this Agreementthe Israeli Registrar of Companies; (ii) a membership interest power conveying validly executed share certificates covering the Interests to PurchaserIssued Shares issued in the name of each Investor, in the form attached hereto as Schedule 1.4(a)(ii); (iii) a signed counterpart copy of a resolution of the Assignment and Assumption AgreementCompany’s Board of Directors, the form of which is attached hereto as Exhibit A, related to the assignment and assumption of the Assumed Note (the “Assignment and Assumption Agreement”); (iv) copies of all consents, approvals, waivers and authorizations referred to in Section 4.2 hereof; (v) a signed counterpart of the Amendment, the form of which is attached hereto as Exhibit B; and (vi) a certificate of the Secretary or Assistant Secretary (or equivalent officer) of Seller certifying as to inter alia: (i) the resolutions of the board of directors (or equivalent managing body) of Seller, duly adopted and in effect, which authorize approving the execution, delivery and performance of this Agreement and the transactions contemplated herebyancillary documents thereto, (ii) issuing and allotting the Issued Shares, and (iiiii) reserving an additional 925,000 Ordinary Shares for the names Share Option Plans subject to and signatures immediately following the Closing for the purposes of granting options to purchase Ordinary Shares of the officers of Seller authorized Company to sign this Agreement employees and the documents to be delivered hereunder. 2.3 At the Closing, Purchaser shall deliver to Seller (i) a signed counterpart to this Agreement; (ii) a signed counterpart consultants of the Assignment and Assumption Agreement; Company and/or Subsidiary thereof, such that the aggregate reservation immediately following Closing (iiiincluding the 197,500 Ordinary Shares issued upon exercise of options granted to employees of the Company) Copies shall be 14.18% of the fully diluted share capital of the Company; all consents, approvals, waivers and authorizations referred to in Section 3.2 hereofthe form attached hereto as Schedule 1.4(a)(iii); (iv) a signed counterpart copy of the Amendment; andCompany’s share register registering the Issued Shares in the Investors’ names in the form attached hereto as Schedule 1.4(a)(iv); (v) A certificate a copy of the Secretary notice to be provided to the Israeli Registrar of Companies immediately after the Closing (provided that all Investors who are not (i) Israeli residents or Assistant Secretary (or equivalent officerii) registered as of Purchaser certifying the Closing with the Registrar of Companies as shareholders of the Company, have provided the Company with such documents and information as are reasonably necessary to file and register such issuance of shares), in the form attached hereto as Schedule 1.4(a)(v). (vi) a copy of the approvals of the transactions contemplated hereby from: (i) the resolutions Office of the board Chief Scientist of directors the Ministry of Industry and Trade of the State of Israel (or equivalent managing body) of Purchaser, duly adopted and in effect, which authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby, ‘OCS’); and (ii) the names and signatures Investment Center. (b) The Company shall notify the Israeli Registrar of Companies of the officers issuance of Purchaser authorized the Issued Shares promptly after the Closing and shall deliver a copy of such notice to sign this Agreement the Investors’ counsel. (c) Payments shall be made by the Investors to the Company in U.S. dollars of the Purchase Price by way of a bank transfer to the Company’s account (Bank Leumi Le’Israel BM, Rehovot Business Branch (978), account No. 222200/29), or by such other form of payment as is mutually agreed by the Company and each Investor. (d) The non-Israeli Investors shall deliver to the documents Company a duly executed undertaking to be the OCS in the form substantially attached hereto as Schedule 1.4(d), to the extent required by the OCS and if they have not already delivered hereundersuch undertaking in the past.

Closing. 2.1 The closing On or before the Closing Date, Seller shall deliver the following documents to Escrow Agent relating to the Facility (“Closing Documents”): (i) One (1) original executed Deed for the Facility, in recordable form; (ii) Two (2) original executed counterparts of the Post Closing Lease; (iii) Two (2) original executed counterparts of the b▇▇▇ of sale for the Personal Property (“B▇▇▇ of Sale”), an assignment of Seller’s interest in the Contracts and Leases (“Assignment of Contracts and Leases”), and other instruments of transfer and conveyance in form and substance to be agreed upon prior to the expiration of the Due Diligence Period transferring and assigning to Buyer the Real Property, Personal Property and the Intangibles to be transferred as provided herein with respect to the Facility (“Instruments of Assignment”); (iv) One (1) original of the executed Repair Completion Notice for the Facility to the extent not previously delivered to Buyer. (v) One (1) original executed certificate executed by Seller confirming that Seller’s representations and warranties continue to be true and correct in all material respects, or stating how such representations and warranties are no longer true and correct (“Seller’s Confirmation”); (vi) All contractor’s and manufacturer’s guaranties and warranties, if any, in Seller’s possession relating to the Facility (collectively, the “Warranties”), which delivery will be made by leaving such materials at the Facility; and (vii) Two (2) original executed counterparts of each of the FIRPTA Certificate, escrow agreements and other documents required by the Title Company in connection with the transactions contemplated by this Agreement (collectively, the “ClosingTitle Company Documents”) shall take place simultaneously with the execution of this Agreement by the parties hereto). 2.2 At the Closing, Seller shall deliver to Purchaser the following: (iviii) a signed counterpart to this Agreement; (ii) a membership interest power conveying the Interests to Purchaser; (iii) a signed counterpart A copy of the Assignment fully executed deed and Assumption Agreement, other documents (including a b▇▇▇ of sale and assignment of contracts and leases) evidencing the form of which is attached hereto as Exhibit A, related to the assignment and assumption transfer of the Assumed Note Property from SHI to Seller (the “Assignment and Assumption AgreementSHI Transfer Documents”);. (ivix) copies of all consents, approvals, waivers and authorizations referred to in Section 4.2 hereof; (v) a signed counterpart A copy of the Amendment, notice by which Seller exercises its right to purchase the form of which is attached hereto as Exhibit B; and Property pursuant to the Option Agreement (vi) a certificate of the Secretary or Assistant Secretary (or equivalent officer) of Seller certifying as to (i) the resolutions of the board of directors (or equivalent managing body) of Seller, duly adopted and in effect, which authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby, and (ii) the names and signatures of the officers of Seller authorized to sign this Agreement and the documents to be delivered hereunder“Exercise Notice”). 2.3 At the Closing, Purchaser shall deliver to Seller (i) a signed counterpart to this Agreement; (ii) a signed counterpart of the Assignment and Assumption Agreement; (iii) Copies of all consents, approvals, waivers and authorizations referred to in Section 3.2 hereof; (iv) a signed counterpart of the Amendment; and (v) A certificate of the Secretary or Assistant Secretary (or equivalent officer) of Purchaser certifying as to (i) the resolutions of the board of directors (or equivalent managing body) of Purchaser, duly adopted and in effect, which authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby, and (ii) the names and signatures of the officers of Purchaser authorized to sign this Agreement and the documents to be delivered hereunder.

Closing. 2.1 (a) The closing of the transactions contemplated by this Agreement (the “Closing”) Closing shall take place simultaneously with at 5:00 p.m., Central Standard Time, on the execution second business day following satisfaction of this Agreement the conditions described in Sections 6.1 and 6.2 at the offices of ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, unless another date or place is agreed in writing by the parties heretoparties, (the "Closing Date") and shall be deemed to be effective as of 12:01 a.m. on such date. 2.2 At (b) Subject to the conditions set forth in this Agreement, at the Closing, Seller simultaneous with Buyer's deliveries hereunder, ev3 shall deliver to Purchaser Buyer all of the followingfollowing documents and instruments, all in form and substance reasonably satisfactory to Buyer and its counsel: (i) a signed counterpart duly executed ▇▇▇▇ of Sale and Assignment in the form of Exhibit C attached hereto; (ii) an Assignment and Assumption Agreement in the form of Exhibit D attached hereto (the "Assignment and Assumption Agreement"); (iii) assignments for all Patents and other Intellectual Property set forth on Schedule 1.1(vi) in the form of Exhibit E attached hereto; (iv) the documents comprising the Know-How listed on Schedule 1.1(vii); (v) Such other instruments of conveyance, transfer and assignment, dated as of the Closing Date, as shall be sufficient to transfer to and vest in Buyer good, valid, and marketable title to the Purchased Assets, together with documents evidencing release of any security interest in the Purchased Assets; (vi) A Certificate of Good Standing of each of Santa ▇▇▇▇, ev3 Technologies and Parent issued by the Secretary of State of the State of California and the Secretary of State of the State of Delaware, as applicable, dated within five (5) days of Closing; (vii) Certified copies of resolutions duly adopted by the Board of Directors of Parent, ev3 Technologies and Santa ▇▇▇▇ authorizing the execution and delivery of this Agreement and all other documents being entered into by ev3 related to, or arising from, this Agreement; (iiviii) a membership interest power conveying the Interests Consents to Purchaserassignment from all parties from whom consent to assignment or transfer is required; (iiiix) a signed counterpart All books and records included in the Purchased Assets; (x) Executed copy of the License Agreement; (xi) Executed copies of each of the Noncompetition Agreement; (xii) Certificate of an officer of ev3 in the form of Exhibit F attached hereto; (xiii) A copy to ▇▇▇ ▇▇▇▇▇▇▇ of the unredacted invention conception documentation, previously shown to ▇▇▇ ▇▇▇▇▇▇▇; provided, however, such delivery shall only occur after the delivery of all other closing deliverables listed in Sections l.7(b) and (c) hereof and the waiver and/or satisfaction of all conditions to obligations of Buyer listed in Section 6.1, with such waiver and/or satisfaction confirmed in writing; provided, further, that this delivery shall not give rise to any right of termination on the behalf of the Buyer regardless of the actual date of conception that is disclosed; and (xiv) Such other previously undelivered documents required to be delivered by ev3 to Buyer pursuant to this Agreement at or prior to the Closing. The ▇▇▇▇ of Sale, Assignment and Assumption Agreement, assignments for all Patent Rights and other Intellectual Property, License Agreement and the form of which is attached hereto Noncompetition Agreement referred to above shall be referred to collectively as Exhibit A, related to "Ancillary Agreements." Simultaneously with the assignment and assumption of the Assumed Note (the “Assignment and Assumption Agreement”); (iv) copies of all consents, approvals, waivers and authorizations deliveries referred to in this Section 4.2 hereof; (v) a signed counterpart of the Amendment, the form of which is attached hereto as Exhibit B; and (vi) a certificate of the Secretary or Assistant Secretary (or equivalent officer) of Seller certifying as to (i) the resolutions of the board of directors (or equivalent managing body) of Seller, duly adopted and in effect, which authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby, and (ii) the names and signatures of the officers of Seller authorized to sign this Agreement and the documents to be delivered hereunder. 2.3 At following the Closing, Purchaser ev3 shall take or cause to be taken all such actions as may reasonably be required to put Buyer in possession and control of the Purchased Assets including, without limitation, all Intellectual Property Rights. (c) Subject to the conditions set forth in this Agreement, at the Closing, simultaneous with the deliveries of ev3 hereunder, Buyer shall deliver all of the following documents and instruments, all in form and substance reasonably satisfactory to Sellerev3 and its counsel: (i) a signed counterpart to this AgreementThe Closing Payment in immediately available funds by wire transfer as directed by ev3; (ii) a signed counterpart of the A duly executed Assignment and Assumption Agreement; (iii) Copies Certificate of all consents, approvals, waivers and authorizations referred to an officer of Buyer in Section 3.2 hereofthe form of Exhibit G attached hereto; (iv) a signed counterpart A Certificate of Good Standing of Buyer or its equivalent, issued by the appropriate authority in Switzerland, dated within five (5) days of Closing; (v) Executed copies of the AmendmentNoncompetition Agreements; (vi) Executed copy of the License Agreement; and (vvii) A certificate of the Secretary or Assistant Secretary (or equivalent officer) of Purchaser certifying as to (i) the resolutions of the board of directors (or equivalent managing body) of Purchaser, duly adopted and in effect, which authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby, and (ii) the names and signatures of the officers of Purchaser authorized to sign this Agreement and the Such other previously undelivered documents required to be delivered hereunderby Buyer to ev3 pursuant to this Agreement at or prior to the Closing.

Closing. 2.1 The (a) Subject to the satisfaction or waiver of the conditions precedent to Investor’s obligation to make the Loans to the Company set forth in Section 4.01 of the Credit Agreement, the closing (the “Closing”) of the transactions contemplated by this Agreement (the “Closing”) shall take place simultaneously with at the execution offices of this Agreement by Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, Los Angeles, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (or such other place as the parties heretomutually agree), at 9:00 a.m., California time, on March 13, 2009 (or such other time as the parties mutually agree). The date of the Closing is referred to as the “Closing Date”. 2.2 (b) At the Closing, Seller shall : (1) the Company will deliver to Purchaser the followingInvestor: (A) (i) a signed counterpart Note (as defined in the Credit Agreement), duly executed on behalf of the Company, dated the Closing Date, payable to this the order of Investor in an aggregate principal amount of $75,000,000 and (ii) a Note (as defined in the Credit Agreement), duly executed on behalf of the Company, dated the Closing Date, payable to the order of Lion Capital LLP in an aggregate principal amount of $5,000,000; (B) a Warrant to purchase 16,000,000 shares of Common Stock in the form attached as Exhibit A hereto; (C) the Credit Agreement, the Security Documents and the Intercreditor Agreement, each duly executed by the Company; (D) a payoff letter with respect to the Existing Second Lien Credit Agreement, in form and substance reasonably satisfactory to Investor; (E) each of the other deliverables required to be delivered by the Company at the Closing pursuant to the Credit Agreement; (iiF) a membership interest power conveying an agreement, duly executed by ▇▇. ▇▇▇ ▇▇▇▇▇▇▇, the Interests Company and Investor, extending through December 31, 2013 the time period applicable to Purchaserthe various non-competition and non-solicitation covenants contained in Section 5.27(a) of the Amended and Restated Agreement and Plan of Reorganization, dated as of November 7, 2007, in the form attached as Exhibit B hereto, effective as of the Closing Date; (iiiG) a signed counterpart an agreement, duly executed by ▇▇. ▇▇▇ ▇▇▇▇▇▇▇, the Company and Investor, extending through December 31, 2013 the “Restricted Period” in the Lock-Up Agreement, dated as of December 12, 2007, in the form attached as Exhibit C hereto, effective as of the Assignment and Assumption Agreement, the form of which is attached hereto as Exhibit A, related to the assignment and assumption of the Assumed Note (the “Assignment and Assumption Agreement”); (iv) copies of all consents, approvals, waivers and authorizations referred to in Section 4.2 hereof; (v) a signed counterpart of the Amendment, the form of which is attached hereto as Exhibit BClosing Date; and (viH) a certificate an agreement, duly executed by ▇▇. ▇▇▇ ▇▇▇▇▇▇▇ and Investor, providing for each party thereto to vote for the election of certain designated individuals to the Board of Directors of the Secretary or Assistant Secretary Company (or equivalent officer) of Seller certifying the “Board”), in the form attached as to (i) the resolutions Exhibit D hereto, effective as of the board of directors Closing Date. (or equivalent managing body2) of SellerInvestor will fund to the Company Loans in an aggregate amount required in accordance with the Credit Agreement, Investor will deliver to the Company the Credit Agreement, duly adopted executed by Investor, and Lion Capital LLP will deliver to the Company the Credit Agreement, the Security Documents (as defined in effect, which authorize the execution, delivery and performance of this Agreement Credit Agreement) and the transactions contemplated herebyIntercreditor Agreement (as defined in the Credit Agreement), and (ii) the names and signatures of the officers of Seller authorized to sign this Agreement and the documents to be delivered hereundereach duly executed by Lion Capital LLP. 2.3 At the Closing, Purchaser shall deliver to Seller (i) a signed counterpart to this Agreement; (ii) a signed counterpart of the Assignment and Assumption Agreement; (iii) Copies of all consents, approvals, waivers and authorizations referred to in Section 3.2 hereof; (iv) a signed counterpart of the Amendment; and (v) A certificate of the Secretary or Assistant Secretary (or equivalent officer) of Purchaser certifying as to (i) the resolutions of the board of directors (or equivalent managing body) of Purchaser, duly adopted and in effect, which authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby, and (ii) the names and signatures of the officers of Purchaser authorized to sign this Agreement and the documents to be delivered hereunder.

Closing. 2.1 The closing of (a) All actions taken and documents delivered at the transactions contemplated by this Agreement (the “Closing”) Closing shall take place simultaneously with the execution of this Agreement by the parties heretobe deemed to have been taken and executed simultaneously, and no action shall be deemed taken nor any document delivered until all have been taken and delivered. 2.2 (b) At the Closing, subject to all the terms and conditions hereof, including receipt of all consents and approvals hereunder, Seller shall execute and deliver to Purchaser the following: (i1) a signed counterpart to this Agreement; (ii) a membership interest power conveying the Interests to Purchaser; (iii) a signed counterpart ▇▇▇▇ of the Assignment and Assumption AgreementSale, in substantially the form of which is attached hereto as Exhibit A3.2(b)(1), related transferring to Purchaser all of Seller’s interest in the assignment Personal Property and assumption of the Assumed Note Coins and Currency; (the “2) an Assignment and Assumption AgreementAgreement in substantially the form attached hereto as Exhibit 3.2(b)(2), with respect to the Transferred Liabilities (“ASSIGNMENT AND ASSUMPTION AGREEMENT”); (iv3) copies an Assignment and Assumption of all consentsLease executed by Seller, approvals, waivers and authorizations referred to in Section 4.2 hereof; (v) a signed counterpart of the Amendment, substantially the form of which is attached hereto as Exhibit B3.2(b)(3), assigning Seller’s interest in the Branch Lease and pursuant to which Purchaser shall assume the Branch Lease (“ASSIGNMENT AND ASSUMPTION OF LEASE”); (4) [intentionally omitted]; (5) subject to the provisions of Section 8.8, the Landlord Consent; (6) an estoppel certificate executed by the lessor of the Leased Premises, to the extent Seller can obtain such certificate using commercially reasonable efforts; (7) a certificate of a proper officer of Seller, dated as of the Closing Date, certifying as to the satisfaction of the conditions set forth in Section 9.1 and Section 9.2 (provided that in the event that Purchaser has waived any of such conditions pursuant to this Agreement, such certificate need only address such matters as have not been waived under the terms hereof); (8) a Closing Statement using amounts shown on the Pre-Closing Balance Sheet, substantially in the form attached hereto as Exhibit 3.2(b)(8) (the “CLOSING STATEMENT”); (9) a certification of Seller, meeting the requirements of Treasury Regulations Section 1.1445-2(b)(2), certifying that Seller is not a “foreign person” as defined in the federal Foreign Investment in Real Property Tax Act of 1980, which certification shall be substantially in the form of the sample certification set forth in Treasury Regulations Section 1.1445-2(b)(2)(iii)(B), and customary certificates and affidavits as reasonably requested by the First American Title Insurance Company (or such other title company as may be reasonably acceptable to Purchaser); (10) immediately available funds in the net amount shown as owing to Purchaser by Seller on the Closing Statement, if any; (11) a limited power of attorney to allow Purchaser, in the name of Seller, to effect transfers of Transferred Assets after the Closing, which shall be in substantially the form attached hereto as Exhibit 3.2(b)(11); (12) the resignation of Seller as trustee or custodian, as applicable, with respect to each ▇▇▇ or ▇▇▇▇▇ Plan deposit account included in the Transferred Liabilities and the designation of Purchaser as successor trustee or custodian with respect thereto; and (vi13) a certificate such certificates and other documents as the parties determine to be reasonably necessary in connection with the consummation of the Secretary or Assistant Secretary (or equivalent officer) of Seller certifying as to (i) the resolutions of the board of directors (or equivalent managing body) of Seller, duly adopted and in effect, which authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby, hereby and (ii) that do not alter the names and signatures of the officers of Seller authorized to sign this Agreement and the documents to be delivered parties’ respective obligations or liability hereunder. 2.3 (c) At the Closing, subject to all the terms and conditions hereof, Purchaser shall execute and deliver to Seller: (i1) a signed counterpart to this Agreement; (ii) a signed counterpart of the Assignment and Assumption Agreement; (iii2) Copies the Assignment and Assumption of all consents, approvals, waivers Lease; (3) [intentionally omitted]; (4) a certificate and authorizations receipt acknowledging the delivery and receipt of possession of the Transferred Assets and records referred to in Section 3.2 hereofthis Agreement; (iv5) immediately available funds in the net amount shown as owing to Seller by Purchaser on the Closing Statement, if any; (6) a signed counterpart certificate of a proper officer of Purchaser, dated as of the AmendmentClosing Date, certifying as to the satisfaction of the conditions set forth in Section 10.1 and Section 10.2; (7) Purchaser’s acceptance of its appointment as successor trustee or custodian, as applicable, as of the Effective Time, of the ▇▇▇ and ▇▇▇▇▇ Plan deposit accounts included in the Transferred Liabilities and its assumption of the fiduciary obligations of the trustee or custodian with respect thereto; and (v) A certificate 8) such certificates and other documents as the parties determine to be reasonably necessary in connection with the consummation of the Secretary or Assistant Secretary (or equivalent officer) of Purchaser certifying as to (i) the resolutions of the board of directors (or equivalent managing body) of Purchaser, duly adopted and in effect, which authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby, hereby and (ii) that do not alter the names and signatures of the officers of Purchaser authorized to sign this Agreement and the documents to be delivered parties’ respective obligations or liability hereunder.

Closing. 2.1 The closing of the transactions contemplated by this Agreement (the “Closing”) of the purchase and sale of the Shares and the transfer of the Transferred Assets hereunder shall take place simultaneously with at the execution offices of this Agreement by ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ the parties hereto. 2.2 date hereof. At the Closing, Seller : (a) Buyer shall deliver to Purchaser the followingdeliver: (i) to Sellers the Buyer Note duly executed by Buyer; [**] = Portions of this exhibit have been omitted pursuant to a signed counterpart confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission. Schedules (or similar attachments) referred to this Agreementand listed herein shall have been omitted pursuant to Item 601(b)(2) of Regulation S-K. A copy of any omitted schedule (or similar attachment) will be furnished to the Commission upon request. (ii) to Buyer’s registered transfer agent, with a copy to Sellers, irrevocable instructions, executed by an officer of Buyer and in a form reasonably acceptable to Sellers, instructing the transfer agent (A) to issue certificates for 9,017,021 shares of Buyer Stock registered in the name of Sellers (or such other Person as Sellers may designate), with any required transfer stamps affixed thereto and bearing the legend required pursuant to Section 2.05, and (B) to deliver such certificates to such address as Sellers may designate (it being understood that (x) Buyer shall cause the issuance and delivery of such share certificates as contemplated herein within five Business Days after the Closing and (y) such issuance shall be effective as of the Closing and the transfer agent shall be instructed accordingly); (iii) to Sellers the Patent Assignment Agreements with respect to the Assigned Nutley Patents and the Assigned Basel Patents, duly executed by Buyer; and (iv) to Sellers counterparts to each of the other Transaction Documents, duly executed by Buyer and each of its Affiliates party thereto. (b) Sellers shall deliver to Buyer: (i) certificates in proper form evidencing the Shares duly endorsed or accompanied by stock powers duly endorsed in blank, with any required transfer stamps affixed thereto; (ii) a membership interest power conveying the Interests Patent Assignment Agreements with respect to Purchaser;the Assigned Nutley Patents and the Assigned Basel Patents, duly executed by Roche Nutley or Roche Basel, as applicable, and such customary bills of sale and/or other agreements or instruments of transfer, in each case as are reasonably satisfactory to Buyer and Sellers, to the extent necessary to evidence the transfer of the Assigned Nutley Licenses and the Assigned Basel Licenses hereunder; and (iii) a signed counterpart counterparts to each of the Assignment and Assumption Agreement, the form of which is attached hereto as Exhibit A, related to the assignment and assumption of the Assumed Note (the “Assignment and Assumption Agreement”); (iv) copies of all consents, approvals, waivers and authorizations referred to in Section 4.2 hereof; (v) a signed counterpart of the Amendment, the form of which is attached hereto as Exhibit B; and (vi) a certificate of the Secretary or Assistant Secretary (or equivalent officer) of Seller certifying as to (i) the resolutions of the board of directors (or equivalent managing body) of Sellerother Transaction Documents, duly adopted and in effect, which authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby, and (ii) the names and signatures of the officers of executed by each Seller authorized to sign this Agreement and the documents to be delivered hereunderparty thereto. 2.3 At the Closing, Purchaser shall deliver to Seller (i) a signed counterpart to this Agreement; (ii) a signed counterpart of the Assignment and Assumption Agreement; (iii) Copies of all consents, approvals, waivers and authorizations referred to in Section 3.2 hereof; (iv) a signed counterpart of the Amendment; and (v) A certificate of the Secretary or Assistant Secretary (or equivalent officer) of Purchaser certifying as to (i) the resolutions of the board of directors (or equivalent managing body) of Purchaser, duly adopted and in effect, which authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby, and (ii) the names and signatures of the officers of Purchaser authorized to sign this Agreement and the documents to be delivered hereunder.

Closing. 2.1 (a) The closing sale and purchase of the transactions contemplated by this Agreement Purchased Assets shall take place at a closing (the “Closing”) shall take place simultaneously with to be held electronically at 11:59 p.m., Central Time on the execution fifth Business Day occurring when the closing conditions and deliveries have been satisfied or, to the extent permitted by applicable law, waiver of this Agreement by all conditions to the other obligations of the parties heretoset forth in Article V (other than such conditions as may, by their terms, only be satisfied at the Closing or on the Closing Date), or at such other place or at such other time or on such other date as the Seller and the Buyer mutually may agree in writing (the “Closing Date”). 2.2 (b) At the Closing, the Seller shall deliver or cause to Purchaser be delivered to the followingBuyer the following documents: (i) a signed counterpart to this Agreementof the bill of sale for the Purchased Assets, in the form of Exhibit B (the “Bill of Sale”), duly executed by the Seller; (ii) a membership interest power conveying counterpart of the Interests to Purchaserassumption agreement, in the form of Exhibit C (the “Assumption Agreement”), duly executed by the Seller; (iii) a signed counterpart an instrument of the Assignment and Assumption Agreementassignment of Seller intellectual property, in the form of which is attached hereto as Exhibit A, related to the assignment and assumption of the Assumed Note D (the “Assignment and of Intellectual Property” (iv) a counterpart of the lock-up agreement, in the form of Exhibit E (the “Lock-Up Agreement” and, together with the Bill of Sale, the Assumption Agreement, and the Assignment of Intellectual Property, the “Ancillary Agreements”); (iv) copies of all consents, approvals, waivers and authorizations referred to in Section 4.2 hereof; (v) a signed counterpart of the Amendment, the form of which is attached hereto as Exhibit B; andRESERVED; (vi) a certificate execution copies of the Secretary or Assistant Secretary (or equivalent officer) of Seller certifying as to (i) the resolutions of the board of directors (or equivalent managing body) and stockholders of Seller, duly adopted and in effect, which authorize the execution, delivery and performance of Seller authorizing the transactions contemplated by this Agreement and the transactions contemplated hereby, and Ancillary Agreements; (iivii) the names and signatures a duly executed certificate of an executive officer of the officers Seller certifying the fulfillment of Seller authorized the conditions set forth in Section 6.1(a); and (viii) such other bills of sale, assignments and other instruments of assignment, transfer, or conveyance, in form and substance reasonably satisfactory to sign this Agreement the Buyer, as the Buyer may reasonably request or as may be otherwise necessary or desirable to evidence and effect the documents sale, assignment, transfer, conveyance and delivery of the Purchased Assets to be delivered hereunderthe Buyer and to put the Buyer in actual possession or control of the Purchased Assets, duly executed by the Seller. 2.3 (c) At the Closing, Purchaser the Buyer shall deliver or cause to Sellerbe delivered to the Seller the following documents: (i) a signed counterpart to this Agreementof the Bill of Sale, duly executed by the Buyer; (ii) a signed counterpart of the Assignment and Assumption Agreement, duly executed by the Buyer; (iii) Copies a counterpart of all consentsthe Assignment of Intellectual Property, approvals, waivers and authorizations referred to in Section 3.2 hereofduly executed by the Buyer; (iv) a signed counterpart of the Amendment; andLock-Up Agreement, duly executed by the Buyer Parent; (v) A certificate of the Secretary or Assistant Secretary RESERVED; (or equivalent officervi) of Purchaser certifying as to (i) the certified resolutions of the board of directors (or equivalent managing body) of Purchaser, duly adopted the Buyer and in effect, which authorize Buyer Parent authorizing the execution, delivery and performance of transactions contemplated by this Agreement and the transactions contemplated hereby, and Ancillary Agreements; (iivii) the names and signatures a duly executed certificate of an executive officer of the officers Buyer certifying the fulfillment of Purchaser authorized the conditions set forth in Section 6.2(a); and (viii) such other documents and instruments, in form and substance reasonably satisfactory to sign this Agreement the Seller, as the Seller may reasonably request or as may be otherwise necessary or desirable to evidence and effect the documents to be delivered hereunderassumption by the Buyer of the Assumed Liabilities, duly executed by the Buyer.

Closing. 2.1 (a) The closing sale and purchase of the transactions contemplated by this Agreement Membership Interests shall take place at a closing (the “Closing”) shall take place simultaneously with to be held at the execution offices of B▇▇▇▇▇▇ M▇▇▇▇▇▇▇▇ LLP, 6▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇-▇▇▇▇, at 10:00 A.M. (California time) on the date of this Agreement. The day on which the Closing takes place is referred to as the “Closing Date.” Notwithstanding any provision in this Agreement, the Closing shall be effective as of 12:01 A.M. on the Closing Date (the “Effective Time”), and all actions scheduled in this Agreement for the Closing Date shall be deemed to occur simultaneously at the Effective Time, except as otherwise contemplated hereby or as expressly agreed in writing by the parties heretoparties. 2.2 (b) At the Closing, the Buyer shall deliver or cause to be delivered to the Seller: (i) an amount equal to the Purchase Price minus $2,000,000 (the “Closing Amount ”) in immediately available funds in United States dollars by wire transfer to the bank account designated in writing by the Seller to the Buyer at least two Business Days prior to the Closing Date; (ii) a Promissory Note, properly executed by the Buyer and in the amount of $2,000,000, substantially in the form set forth in Exhibit A (the “Note”); and (iii) the certificates, consents and other documents referred to herein, including without limitation the certificate referred to in Section 7.2(a) hereof, and such other certificates, consents and other documents as the Seller may reasonably request in order to consummate or implement the transactions contemplated by this Agreement. (c) At the Closing, the Seller shall deliver or cause to Purchaser be delivered to the followingBuyer: (i) a signed counterpart to this Agreementreceipt for the Closing Amount, properly executed by Seller, substantially in the form of Exhibit B; (ii) letters of resignation from all of the directors and officers of the Company and its Subsidiaries, other than J▇▇ ▇▇▇▇▇▇▇▇ as a membership interest power conveying director of the Interests to PurchaserCompany, substantially in the form of Exhibit C; (iii) a signed counterpart of the Assignment and Assumption Agreement, properly executed statement in the form of Exhibit D, dated as of the Closing Date, which is attached hereto as Exhibit A, related conforms to the assignment and assumption requirements of the Assumed Note (the “Assignment and Assumption Agreement”Treasury Regulations Section 1.1445-2(b)(2);; and (iv) copies of all consentsthe certificates, approvalsconsents and other documents referred to herein, waivers and authorizations including without limitation the certificates referred to in Section 4.2 7.3(a) hereof; (v) a signed counterpart of , and such other certificates, consents and other documents as the Amendment, the form of which is attached hereto as Exhibit B; and (vi) a certificate of the Secretary Buyer may reasonably request in order to consummate or Assistant Secretary (or equivalent officer) of Seller certifying as to (i) the resolutions of the board of directors (or equivalent managing body) of Seller, duly adopted and in effect, which authorize the execution, delivery and performance of this Agreement and implement the transactions contemplated hereby, and (ii) the names and signatures of the officers of Seller authorized to sign this Agreement and the documents to be delivered hereunder. 2.3 At the Closing, Purchaser shall deliver to Seller (i) a signed counterpart to by this Agreement; (ii) a signed counterpart of the Assignment and Assumption Agreement; (iii) Copies of all consents, approvals, waivers and authorizations referred to in Section 3.2 hereof; (iv) a signed counterpart of the Amendment; and (v) A certificate of the Secretary or Assistant Secretary (or equivalent officer) of Purchaser certifying as to (i) the resolutions of the board of directors (or equivalent managing body) of Purchaser, duly adopted and in effect, which authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby, and (ii) the names and signatures of the officers of Purchaser authorized to sign this Agreement and the documents to be delivered hereunder.

Closing. 2.1 (a) The closing of the transactions contemplated by this Agreement (the “"Closing”") shall take place simultaneously with at the execution offices of this Agreement by T▇▇▇ & G▇▇▇▇ Professional Corporation, 1▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, at 10:00 A.M., local time, on the parties heretothird business day following the first date as of which all of the conditions set forth in Article X hereof shall have been satisfied or waived, or at such other date and time as OCG and CMPI shall otherwise agree in writing (either such date, (the "Closing Date"). 2.2 (b) At the Closing, Seller (i) OCG and Merger Sub shall deliver the various certificates, instruments, and documents referred to Purchaser in subparagraph (c), below, (ii) CMPI shall deliver the various certificates, instruments and documents referred to in subparagraph (d), below, (iii) CMPI and Merger Sub shall execute and file the Agreement of Merger with the respective Secretaries of State of the States of California and Delaware, and (v) the parties hereto shall make any payments and undertake any other actions provided for in this Section 3.6 in accordance with the terms of this Agreement. (c) At the Closing, OCG or Merger Sub, as applicable, shall deliver the following: (i) a signed counterpart to this Agreement;OCG shall issue and deliver the Merger Shares and issue and retain the Retained Merger Shares as provided in Sections 3.2(a) and 3.3(a), respectively; and (ii) a membership interest power conveying the Interests to Purchaser;OCG and Merger Sub shall furnish CMPI with: (iiiA) a signed counterpart certificate executed by the Secretary or an Assistant Secretary of each of OCG and Merger Sub certifying as of the Assignment and Assumption Agreement, the form of which is attached hereto as Exhibit A, related to the assignment and assumption date of the Assumed Note Closing Date (the “Assignment and Assumption Agreement”); (iv) copies of all consents, approvals, waivers and authorizations referred to in Section 4.2 hereof; (v1) a signed counterpart true and complete copy of the Amendmentrespective certificate of incorporation of OCG and Merger Sub, certified as of a recent date by the form Secretary of which is attached hereto State of the State of Delaware, and a true and complete copy of the respective bylaws of OCG and Merger Sub, as Exhibit Bcertified by the Secretary or an Assistant Secretary of OCG and Merger Sub, as applicable, and (2) a true and complete copy of the resolutions of the respective boards of directors of OCG and Merger Sub authorizing the execution, delivery and performance of this Agreement by OCG and Merger Sub and the consummation of the transactions contemplated hereby; and (viB) a certificate of the Secretary or Assistant Secretary of State of the State of Delaware certifying the good standing of OCG and Merger Sub in such State, in each case, dated within 10 days of the Closing Date. (or equivalent officerd) of Seller certifying as to At the Closing, CMPI shall furnish OCG and Merger Sub with: (i) a certificate executed by the Secretary or an Assistant Secretary of CMPI certifying as of the date of the Closing Date (1) a true and complete copy of the articles of incorporation of CMPI, certified as of a recent date by the Secretary of State of the State of California, and a true and complete copy of the bylaws of CMPI, certified by the Secretary or an Assistant Secretary of CMPI, and (2) a true and complete copy of the resolutions of the board of directors (or equivalent managing body) of Seller, duly adopted and in effect, which authorize CMPI authorizing the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, and (ii) the names and signatures of the officers of Seller authorized to sign this Agreement and the documents to be delivered hereunder. 2.3 At the Closing, Purchaser shall deliver to Seller (i) a signed counterpart to this Agreement;; and (ii) a signed counterpart certificate of each appropriate Secretary of State certifying the good standing of CMPI in California and in all states in which it is qualified to do business, in each case, dated within 10 days of the Assignment and Assumption Agreement;Closing Date. (iiie) Copies At the Closing, CMPI shall pay and deliver to PSI, by wire transfer to an account of all consentsPSI designated by PSI in writing prior to the Closing Date, approvalsan amount equal to the difference, waivers if any, between $200,000 and authorizations the cumulative amount theretofore advanced by CMPI to OCG as evidenced by the New Promissory Note referred to in Section 3.2 hereof;1.4. (ivf) a At the Closing, OCG shall deliver to CMPI the signed counterpart statements of the Amendment; andformer creditors of OCG referred to in Section 1.1(d). (vg) A certificate of At the Secretary or Assistant Secretary (or equivalent officer) of Purchaser certifying as Closing, OCG shall deliver to (i) CMPI the resolutions of the board of directors (or equivalent managing body) of Purchaser, duly adopted resignation and release agreements provided for in effect, which authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby, and (ii) the names and signatures of the officers of Purchaser authorized to sign this Agreement and the documents to be delivered hereunderSection 8.9.

Closing. 2.1 The closing Subject to the conditions set forth in this Agreement, the purchase and sale of the transactions contemplated by Purchased Assets pursuant to this Agreement (the “Closing”) shall take place, to the extent such Closing cannot take place simultaneously with through the execution electronic exchange of this Agreement signatures, at the offices of IPC The Hospitalist Company, Inc., ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ at 12:00 noon local time, within two (2) business days after the conditions set forth in ARTICLE II have been satisfied, but no later than December 16, 2013, or at such other time, place and date as shall be mutually agreed on in writing by Acquirors and the parties heretoSelling Group. The date on which the Closing occurs is identified as the “Closing Date” and the Closing shall be deemed to be effective as of 12:01 a.m. Eastern Daylight Time on the Closing Date. 2.2 (a) At the Closing, Seller shall deliver to Purchaser the following: (i) a signed counterpart Seller shall sell, assign, convey, transfer and deliver to this Agreement; Buyer good and marketable title to all of the Acquired Assets; (iiB) a membership interest power conveying Seller shall sell, assign, convey, transfer and deliver to PC Buyer good and marketable title to all of the Interests to Purchaser; PC Acquired Assets; (iii) a signed counterpart Seller shall execute and deliver to Acquirors (A) the ▇▇▇▇ of Sale; and (B) the Assignment Seller Noncompetition Agreement (as defined in Section 2.1(c)) in favor of an Acquiror executed by Seller; and Assumption Agreement, the form of which is attached hereto as Exhibit A, related to the assignment and assumption of the Assumed Note (the “Assignment and Assumption Agreement”); (iv) copies of all consentsthe Selling Group shall deliver such other assignments, approvals, waivers certificates and authorizations referred other instruments and documents as may be required to in Section 4.2 hereof;be delivered by Seller at or prior to the Closing or as may be reasonably requested by Acquirors. (vb) a signed counterpart of At the AmendmentClosing, the form of which is attached hereto as Exhibit B; and (vi) a certificate of the Secretary or Assistant Secretary (or equivalent officer) of Seller certifying as to (i) the resolutions each of the board of directors (or equivalent managing body) of Seller, duly adopted Acquirors shall accept and purchase the applicable Purchased Assets from Seller and in effect, which authorize consideration therefor shall (A) pay the execution, delivery Closing Payment in Immediately Available Funds; (B) execute and performance deliver the ▇▇▇▇ of this Agreement Sale; and (C) deliver to Seller all certificates and other instruments and documents as may be required to be delivered by any of the transactions contemplated hereby, Acquirors hereunder at or prior to the Closing or as may be reasonably requested by Seller; and (ii) PC Buyer shall execute and deliver the names and signatures of the officers of Seller authorized to sign this Noncompetition Agreement and the documents to be delivered hereunder. 2.3 At the Closing, Purchaser shall deliver to Seller (i) a signed counterpart to this Agreement; (ii) a signed counterpart of the Assignment and Assumption Agreement; (iii) Copies of all consents, approvals, waivers and authorizations referred to in Section 3.2 hereof; (iv) a signed counterpart of the Amendment; and (v) A certificate of the Secretary or Assistant Secretary (or equivalent officer) of Purchaser certifying as to (i) the resolutions of the board of directors (or equivalent managing body) of Purchaser, duly adopted and in effect, which authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby, and (ii) the names and signatures of the officers of Purchaser authorized to sign this Agreement and the documents to be delivered hereunder.

Closing. 2.1 The closing of the transactions contemplated by this Agreement (the “Closing”) shall take place simultaneously with at the execution offices of this Agreement by Liskow & ▇▇▇▇▇, A Professional Law Corporation, Lafayette, Louisiana, on a mutually agreeable date (the parties hereto. 2.2 “Closing Date”), but not later than ten (10) days following satisfaction of all conditions to Closing set forth in ARTICLE IX. Assuming the conditions set forth in ARTICLE IX shall have been satisfied, the Closing shall be deemed effective as of the close of business of the Companies on the date of the Closing. At the Closing: (A) Purchaser shall deliver the Cash at Closing to Sellers by wire transfer or certified funds, Seller allocated among the Sellers in accordance with Schedule 1.2(C). (B) Purchaser shall deliver to the Sellers the Notes. (C) Sellers shall deliver to Purchaser: (i) Assignments and Bills of Sale substantially in the form of Exhibit 1.4(C) hereto, selling and assigning all of the Shares and the Membership Interests; (ii) all of the Shares with stock powers executed in blank; and (iii) any certificates representing Membership Interests, in each case, free and clear of all liens, mortgages, security interests and encumbrances. (D) Purchaser shall deliver in cash (by wire transfer or bank cashier’s check) to Sellers in the aggregate amount of One Hundred Thousand and No/100 Dollars ($100,000.00) in full payment of the non-compete fee provided in this Section 1.4(D), payable to Sellers in proportion to their shares of the Initial Purchase Price. (E) Sellers shall deliver to Purchaser the following: (i) a signed counterpart an opinion of counsel to this Agreement; (ii) a membership interest power conveying the Interests to Purchaser; (iii) a signed counterpart of the Assignment and Assumption Agreement, Sellers in the form of which is attached hereto as Exhibit A, related to the assignment and assumption of the Assumed Note (the “Assignment and Assumption Agreement”);1.4(E) hereto. (ivF) copies Purchaser shall deliver to Sellers an opinion of all consents, approvals, waivers and authorizations referred counsel to Purchaser in Section 4.2 hereof; (v) a signed counterpart of the Amendment, the form of which is attached hereto as Exhibit B; and1.4(F) hereto. (viG) Sellers shall deliver to Purchaser a certificate in the form of Exhibit 1.4(G) hereto representing that each of Sellers’ representations in Article II hereof was accurate in all respects as of the Secretary or Assistant Secretary (or equivalent officer) date of Seller certifying this Agreement and is accurate in all respects as to (i) the resolutions of the board Closing. (H) Purchaser shall deliver to Sellers a certificate in the form of directors Exhibit 1.4(H) hereto representing that each of Purchaser’s representations in Article III hereof was accurate in all respects as of the date of this Agreement and is accurate in all respects as of the Closing. (or equivalent managing bodyI) Sellers shall deliver to Purchaser an updated list of Sellernames and annual compensation of each employee, duly adopted and broken out among the Companies, as of the payroll date immediately preceding the Closing Date, in effect, which authorize form similar to Schedule 8.2(F) hereto. (J) Sellers shall deliver to Purchaser evidence of the execution, delivery and performance authorization of this Agreement and the transactions contemplated herebyAssignments and Bills of Sale by ▇▇▇▇▇▇ as trustee of the Trust and the ▇▇▇▇▇▇ Management Trust, and by the ▇▇▇▇▇▇ Management Trust as General Partner of Family Partnership. (iiK) the names The presidents and signatures of the all other officers of Seller authorized to sign this Agreement MWS and Well Service, and the documents to be delivered hereunder. 2.3 At the Closing, Purchaser managers and other officers of each other Company shall deliver to SellerPurchaser signed resignations. (iL) a signed counterpart to this Agreement; (ii) a signed counterpart Purchaser shall discharge outstanding debt of the Assignment and Assumption Agreement; (iii) Copies Companies reflected on the Balance Sheets or shall obtain the release of all consents, approvals, waivers and authorizations referred to in Section 3.2 hereof; (iv) a signed counterpart personal guaranties of the Amendment; and (v) A certificate of the Secretary or Assistant Secretary (or equivalent officer) of Purchaser certifying as to (i) the resolutions of the board of directors (or equivalent managing body) of Purchaser, duly adopted and in effect, which authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby, and (ii) the names and signatures of the officers of Purchaser authorized to sign this Agreement and the documents to be delivered hereundersuch debt.

Closing. 2.1 (a) The closing consummation of the transactions contemplated purchase of the Transferred Assets by Purchaser provided for in this Agreement (the “Closing”) shall take occur at the offices of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, at 10:00 A.M. on the first Business Day after the day on which all conditions to Closing that must be satisfied prior to Closing have been satisfied or, to the extent permitted, waived (other than conditions that are intended to be satisfied or, to the extent permitted, waived, at the Closing), or at such other date, time or place simultaneously with the execution of this Agreement by as the parties heretomay agree (the “Closing Date”). The Transferred Assets shall be transferred to Purchaser at the Closing on the Closing Date, and Seller shall do all things that are deemed necessary by Purchaser for the valid transfer of the Transferred Assets. 2.2 (b) At the Closing, Seller shall deliver to Purchaser the following: (i) a signed counterpart Purchaser shall pay to this AgreementSeller, in cash by wire transfer of immediately available funds, an amount equal to the Closing Date Payment; (ii) a membership interest power conveying The Escrow Agent shall pay to Seller, in cash by wire transfer of immediately available funds, an amount equal to the Interests to PurchaserDeposit; (iii) a signed counterpart of the Assignment Purchaser and Assumption AgreementSeller shall execute and deliver to one another, as applicable: (1) an assignment and assumption agreement in the form of which is attached hereto as Exhibit A, related to the assignment and assumption of the Assumed Note E (the “Assignment and Assumption Agreement”); (iv) copies of all consents, approvals, waivers and authorizations referred to in Section 4.2 hereof; (v2) a signed counterpart ▇▇▇▇ of the Amendment, sale in the form of which is attached hereto as Exhibit BF (the “▇▇▇▇ of Sale”); and (vi3) amendments to the Facilities Leases in the forms attached hereto as Exhibit G and duly countersigned by the owner of such properties (4) the Barrington/LA Sax Agreement in the form attached hereto as Exhibit I and duly countersigned by Barrington, Inc.; (iv) Seller shall deliver or cause to be delivered to Purchaser: (1) a certificate executed on behalf of Seller by its president or chief executive officer (the “Seller Closing Certificate”) confirming that, except as expressly set forth in the Seller Closing Certificate, each of the conditions set forth in Sections 7.1, 7.2, 7.4, 7.6 and 7.9 has been satisfied in all respects; (2) all necessary forms and certificates complying with applicable Legal Requirements, duly executed and acknowledged by Seller, certifying that the transactions contemplated hereby are exempt from withholding under Section 1445 of the Code; (3) assignments (including Intellectual Property, personal property, lease and Contract transfer documents) and such other instruments of sale, transfer, conveyance and assignment as Purchaser and its counsel may reasonably request; (4) properly endorsed certificates of title for each vehicle that is an Transferred Asset (and each other Transferred Asset where ownership is established through a certificate of title); (5) a certificate of the Secretary or Assistant Secretary (or equivalent officer) secretary of Seller certifying as to (i) the resolutions of the board of directors (or equivalent managing body) of Seller, duly adopted and in effect, which authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby, and (ii) the names and signatures of the officers of Seller authorized to sign this Agreement and the documents to be delivered hereunder. 2.3 At the Closing, Purchaser shall deliver to Seller (i) a signed counterpart to this Agreementcustomary form; (ii6) a signed counterpart Certificate of Existence, dated as of a date within five days of the Assignment and Assumption AgreementClosing Date, of Seller issued by the Secretary of State of the state of organization of Seller; (iii) Copies of all consents, approvals, waivers and authorizations referred to in Section 3.2 hereof; (iv7) a signed counterpart of noncompetition agreement in the Amendmentforms attached hereto as Exhibit H (the “Noncompetition Agreement”), executed by ▇▇▇▇▇▇ ▇▇▇▇▇▇; and (v) A certificate of the Secretary 8) such other documents as Purchaser or Assistant Secretary (or equivalent officer) of Purchaser certifying as to (i) the resolutions of the board of directors (or equivalent managing body) of Purchaser, duly adopted and its counsel may reasonably request in effect, which authorize the execution, delivery and performance of this Agreement and connection with the transactions contemplated hereby, and by this Agreement. (iiv) the names and signatures of the officers of Purchaser authorized to sign this Agreement and the documents shall deliver or cause to be delivered hereunderto Seller a certificate executed on behalf of Purchaser by its president or chief executive officer (the “Purchaser Closing Certificate”) confirming that, except as expressly set forth in the Purchaser Closing Certificate, each of the conditions set forth in Sections 8.1 and 8.2 has been satisfied in all respects.

Closing. 2.1 (a) The closing sale and purchase of the transactions contemplated by this Agreement Shares shall take place at a closing (the “Closing”) shall take to be held at the offices of Advokatfirmaet Thommessen AS, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇, ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇, at 2:00 p.m. (CET) on the date hereof or at such other place simultaneously with or at such other time or on such other date as the execution of this Agreement by Sellers’ Representative and the parties heretoBuyer mutually may agree in writing. The date on which the Closing takes place is referred to as the “Closing Date.” 2.2 (b) At or prior to the Closing, Seller shall deliver to Purchaser the following: (i) a signed counterpart Parent shall issue 702,943 new shares of Parent Common Stock to this Agreementthe Sellers, in such numbers as set forth in Column 8 of Exhibit A (the “Consideration Shares”) and warrants to purchase 150,000 new shares of Parent Common Stock to the Sellers on the terms set forth in the form of Common Stock Purchase Warrant attached hereto as Exhibit G, in such numbers as set forth in Column 9 of Exhibit A (the “Warrants”); (ii) the Buyer shall pay the Cash Purchase Price (NOK 103,729,864) less (i) the Indemnity Escrow Amount (NOK 2,750,000), (ii) the Transaction Expenses (NOK 6,055,000), (iii) the cost of the R&W Insurance Policy (NOK 2,413,950) and (iv) the cost of the Escrow Account (NOK 21,175), being an aggregate payment of NOK 92,489,739, to a membership interest power conveying client account of Advokatfirmaet BA-HR DA with irrevocable instructions to release the Interests amount to Purchaserthe order of the Sellers’ Representative upon transfer of the Shares to the Buyer in accordance with Section 2.3 and the Settlement Account Joint Instructions, by wire transfer of immediately available funds, which amount shall be allocated amongst the Sellers as set forth in Column 6 of Exhibit A; (iii) a signed counterpart of the Assignment and Assumption AgreementBuyer shall pay or cause to be paid to the recipients thereof, in the amounts set forth in the Agreed Closing Statement, the form Transaction Expenses, all of which is attached hereto as Exhibit Aare unpaid; provided, related however, that the payment to ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP shall be made without such Norway value added import tax, which shall be payable by the assignment and assumption of the Assumed Note (the “Assignment and Assumption Agreement”)Company; (iv) copies of all consents, approvals, waivers and authorizations referred to the parties shall deliver the documents set forth in Section 4.2 hereof; (v) a signed counterpart of the Amendment, the form of which is attached hereto as Exhibit B; and (vi) a certificate of the Secretary or Assistant Secretary (or equivalent officer) of Seller certifying as to (i) the resolutions of the board of directors (or equivalent managing body) of Seller, duly adopted and in effect, which authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby, and (ii) the names and signatures of the officers of Seller authorized to sign this Agreement and the documents to be delivered hereunder2.3. 2.3 At the Closing, Purchaser shall deliver to Seller (i) a signed counterpart to this Agreement; (ii) a signed counterpart of the Assignment and Assumption Agreement; (iii) Copies of all consents, approvals, waivers and authorizations referred to in Section 3.2 hereof; (iv) a signed counterpart of the Amendment; and (v) A certificate of the Secretary or Assistant Secretary (or equivalent officer) of Purchaser certifying as to (i) the resolutions of the board of directors (or equivalent managing body) of Purchaser, duly adopted and in effect, which authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby, and (ii) the names and signatures of the officers of Purchaser authorized to sign this Agreement and the documents to be delivered hereunder.

Closing. 2.1 (a) The closing of the Acquisition (the "Closing") is taking place concurrently with the execution and delivery hereof at the offices of Wils▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇osa▇▇, ▇▇ofessional Corporation, 650 ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇less another time or place is agreed to in writing by NEON and the Shareholders. The date upon which the Closing occurs is herein referred to as the "Closing Date." (b) At the Closing, the Shareholders shall deliver or cause to be delivered to NEON the following: (i) duly executed transfers of the Shares by the Shareholders being in favour of NEON and/or its nominee together with the relevant share certificates; (ii) a certified copy of the Board Minutes of the Company ("Completion Board Minutes") approving the sale and transfer of the Shares; (iii) in relation to the matters referred to the Completion Board Minutes the Shareholders have: a. procured the written resignations of the directors and any other officers of the Company referred therein (if any), and deliver such resignations to NEON together with a written acknowledgement from each such director and officer (as applicable) acknowledging that he has no outstanding claim whatsoever from or against the Company other than salary and expenses in the ordinary course of business; b. procured the revocation of all authorities to the bankers of the Company relating to the bank accounts of the Company, giving authority to such persons as NEON may nominate to operate the same; c. procured the written resignation of the auditors of the Company together with a written acknowledgment by such auditors that they have no outstanding claims of any kind from or against the Company; d. the appropriate forms to amend the bank mandates to be given to the bankers of the Company; (iv) a duly executed Deed of Indemnity by each Shareholder in the form attached hereto as Exhibit D; (v) Company documents, including: a. the company chop, the company seal and the certificate of incorporation of the Company; b. the current business registration certificate of the Company; c. the statutory books and records of the Company, being complete and duly written up-to-date; (vi) any and all consents and waivers from third parties to the Company's contracts and other instruments shall have been obtained by the Company, set forth in Section 2.6 of the Company Disclosure Schedule; (vii) the Shareholder Agreement which shall have executed and delivered by the Shareholders in substantially the form attached hereto as Exhibit C; and (viii) the Confidentiality Agreement which shall have been executed and delivered by the persons set forth in Section 1.1 hereto. (c) At the Closing, NEON is delivering or causing to be delivered to each Shareholder the following: (i) subject to Section 1.2 regarding the Escrow Shares, certificates representing each Shareholder's respective portion of the Stock Consideration in the amount set forth on Schedule 1.1; (ii) subject to Section 1.2 regarding the Escrow Cash, check, wire transfer or any other form mutually agreed upon by the parties representing each Shareholder's respective portion of the Cash Consideration in the amount set forth on Schedule 1.1; (iii) all other documents, agreements, certificates or writings required to be delivered by NEON on or prior to the Closing Date pursuant to this Agreement or as may be reasonably requested by any party in order to consummate the transactions contemplated by this Agreement; (iv) Confidentiality Agreements with Andr▇▇ ▇▇▇eet and Mich▇▇▇ ▇▇▇▇▇▇ ▇▇▇worth in substantially the form attached hereto as Exhibit A; (v) Shareholder's Agreements with Andr▇▇ ▇▇▇eet and Mich▇▇▇ ▇▇▇▇▇▇ ▇▇▇worth in substantially the form attached hereto as Exhibit C; and (vi) Option Agreements with Andr▇▇ ▇▇▇eet and Mich▇▇▇ ▇▇▇▇▇▇ ▇▇▇worth in substantially the form attached hereto as Exhibit E. (d) At the Closing, each of the Shareholders and NEON is delivering or causing to be delivered the following: (i) all authorizations, consents, permits and approvals of all federal, state and local governmental agencies and authorities required to be obtained in order to permit consummation of the transactions contemplated by this Agreement (the “Closing”) shall take place simultaneously with the execution of this Agreement by the parties heretohave been obtained. 2.2 (ii) the Escrow Agreement, executed and delivered by NEON, the Shareholder Representative and the Escrow Agent, which Escrow Agreement shall be in full force and effect. (e) At the Closing, Seller or as soon thereafter as practicable, NEON shall deliver to Purchaser the following:Escrow Agent the Escrow Cash and the Escrow Shares in accordance with Section 1.2 and the Escrow Agreement. (if) a signed counterpart to this Agreement; (ii) a membership interest power conveying the Interests to Purchaser; (iii) a signed counterpart Within 15 days of the Assignment and Assumption Agreement, the form of which is attached hereto as Exhibit A, related to the assignment and assumption of the Assumed Note (the “Assignment and Assumption Agreement”); (iv) copies of all consents, approvals, waivers and authorizations referred to in Section 4.2 hereof; (v) a signed counterpart of the Amendment, the form of which is attached hereto as Exhibit B; and (vi) a certificate of the Secretary or Assistant Secretary (or equivalent officer) of Seller certifying as to (i) the resolutions of the board of directors (or equivalent managing body) of Seller, duly adopted and in effect, which authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby, and (ii) the names and signatures of the officers of Seller authorized to sign this Agreement and the documents to be delivered hereunder. 2.3 At the Closing, Purchaser Mich▇▇▇ ▇▇▇▇▇▇ ▇▇▇worth shall deliver a Statutory Declaration in reference to Seller (i) a signed counterpart to this Agreement; (ii) a signed counterpart of the Assignment and Assumption Agreement; (iii) Copies of all consents, approvals, waivers and authorizations referred to in Section 3.2 hereof; (iv) a signed counterpart of the Amendment; and (v) A share certificate of the Secretary or Assistant Secretary (or equivalent officer) of Purchaser certifying as Kath▇▇▇▇▇ ▇▇ ▇▇ a form reasonably acceptable to (i) the resolutions of the board of directors (or equivalent managing body) of Purchaser, duly adopted and in effect, which authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby, and (ii) the names and signatures of the officers of Purchaser authorized to sign this Agreement and the documents to be delivered hereunderNEON.

Closing. 2.1 The (a) Unless this Agreement shall have been earlier terminated in accordance with the provisions of this Agreement, the closing of the transactions contemplated by this Agreement (the “Closing”) shall take be consummated via electronic document exchange at 10:00 a.m. Eastern time (i) on the date designated by T-Mobile that is not more than one hundred forty (140) days after the satisfaction or T-Mobile’s waiver in writing of the FCC Order Condition (and on not less than three (3) Business Days prior written notice from T-Mobile to the Seller), but subject to the satisfaction or waiver of the conditions set forth in Article 6, or (ii) at such other time or place simultaneously with as may be agreed upon in writing by T-Mobile and the execution Seller. The date of this Agreement by the parties heretoClosing is referred to herein as the “Closing Date”. 2.2 (b) At the Closing, the Seller shall deliver to Purchaser the following: T-Mobile Parties: (i) a signed counterpart with respect to this Agreement; (ii) a membership interest power conveying the Interests to Purchaser; (iii) a signed counterpart Seller Licenses, an instrument of the Assignment and Assumption Agreement, assignment in the form of which is attached hereto as Exhibit A, related to executed by the assignment and assumption of the Assumed Note (the “Assignment and Assumption Agreement”); (iv) copies of all consents, approvals, waivers and authorizations referred to in Section 4.2 hereof; (v) a signed counterpart of the Amendment, the form of which is attached hereto as Exhibit BSeller; and (vi) a certificate of the Secretary or Assistant Secretary (or equivalent officer) of Seller certifying as to (i) the resolutions of the board of directors (or equivalent managing body) of Seller, duly adopted and in effect, which authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby, and (ii) the names and signatures of the officers of Seller authorized to sign this Agreement and the documents closing certificate required to be delivered hereunderpursuant to Section 6.1(d), executed by an authorized representative of the Seller. 2.3 At (c) Subject to the last sentence of this Section 2.3(c), at the Closing, Purchaser the T-Mobile Parties shall deliver to the Seller : (i) a signed counterpart with respect to this Agreement; the Seller Licenses, an instrument of assignment in the form attached hereto as Exhibit A, executed by T-Mobile License and/or Nextel (or, subject to Section 9.1, an Affiliate of T-Mobile designated by T-Mobile), as applicable; (ii) a signed counterpart of the Assignment A CONFESSION OF JUDGMENT AFFIDAVIT, IN THE FORM ATTACHED HERETO AS EXHIBIT B-2, EXECUTED BY EACH OF THE T-MOBILE PARTIES (INCLUDING ANY ASSIGNEE OR AFFILIATES OF T-MOBILE THAT EXECUTES A JOINDER TO THIS AGREEMENT PURSUANT TO SECTION 9.1(b)); and Assumption Agreement; (iii) Copies of all consents, approvals, waivers and authorizations referred to in Section 3.2 hereof; (iv) a signed counterpart of the Amendment; and (v) A closing certificate of the Secretary or Assistant Secretary (or equivalent officer) of Purchaser certifying as to (i) the resolutions of the board of directors (or equivalent managing body) of Purchaser, duly adopted and in effect, which authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby, and (ii) the names and signatures of the officers of Purchaser authorized to sign this Agreement and the documents required to be delivered hereunderpursuant to Section 6.2(d), executed by an authorized officer of each of the T-Mobile Parties. Notwithstanding the foregoing, to the extent that, subject to Section 9.1, an Affiliate of T-Mobile designated by T-Mobile is to receive assignment of the Seller Licenses, such designated Affiliate shall also be made a party (in addition to the T-Mobile Parties) and execute the deliverables set forth in clauses (ii)-(iii) of this Section 2.3(c) as a condition to the Seller’s obligation to consummate the Closing.

Closing. 2.1 Section 3.1. The closing of the transactions transaction contemplated by this Agreement (the “"Closing”") shall take place simultaneously occur on or before June 1, 2010 during normal business hours or such later date mutually agreed to by the Parties or as may be determined in accordance with the execution of this Agreement by (the parties hereto"Closing Date"). 2.2 Section 3.2. At Closing Date, the Closing, Seller shall deliver have delivered to Purchaser the Buyer the following: (ia) a signed counterpart to this AgreementCertified true copies of the Memorandum of Association and the Bye-Laws or any other applicable constitutional documents of the Company; (iib) a membership interest power conveying Certified true copy of the Interests to PurchaserCertificate of Incorporation and Certificate of Incorporation on Change of Name (if applicable) of the Company; (iiic) a signed counterpart Certified copy of the Assignment Certificate of Compliance of the Company; (d) Original Certificates of Incumbency of the Company setting out the members and Assumption directors of the Company; (e) Original Sale Shares Certificate(s) of the Company issued in the name of Seller, such certificate(s) to be marked as "Cancelled" at the time of the Closing; (f) Proper documentation/evidence to the Buyer’s reasonable satisfaction that the Buyer shall have the power to nominate its own authorized signatories to any bank accounts currently maintained by and in the name of the Company or any of the Subsidiaries. The Parties shall procure that (immediately after the Closing) the Company shall notify each relevant bank as to the Buyer’s nominees being new signatories for the operation of such accounts; (g) Written confirmation that all existing statutory books and records of the Company and the Subsidiaries shall remain with the respective company’s agent in Bermuda and Hong Kong; (h) Duly executed but un-dated (in order to be duly dated at the time of the Closing): - Instrument of transfer in the form attached hereto as "Appendix 2;" - Draft Register of Members of the Company, with respect to the transfer of the Sale Shares in favour and in the name of Buyer as a new shareholder of the Company (51% shareholding) accompanied by a written confirmation to be provided by the Company confirming that a certified true copy of the Register of Members of the Company will be delivered to the Buyers as soon as possible after the Closing Date and in any event not later than three (3) business days after the Closing Date; - Resignation letters in the form attached as Appendix 5 duly signed by the current Directors and Officers of the Company and each of the Subsidiaries other than ▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇, with effect as from the date of the Closing; - Original Share Certificate in certificated form evidencing Buyer’s ownership of all the Sale Shares, such Share Certificate to be dated at the Closing Date or as soon as possible thereafter; Collectively, the "Documents", all of which will be delivered to the Buyer as provided by this Agreement on the Closing Date. Section 3.3. The Parties hereby agree that if the Closing does not occur by the Closing Date due to Seller’s failure to properly perform any of its material obligations under this Agreement, the form of which is attached hereto as Exhibit ABuyer may, related at its own discretion, elect to the assignment and assumption do any of the Assumed Note (the “Assignment and Assumption Agreement”);following: (iva) copies Defer the Closing to a date not later than 15 (Fifteen) days after the date when the Closing should have occurred, which new date shall be the Closing Date for the purposes of all consents, approvals, waivers and authorizations referred to in Section 4.2 hereof;this Agreement; or (vb) a signed counterpart Unilaterally terminate this Agreement without any further liability on its part. Section 3.4. The Parties hereby agree that if the Closing does not occur by the Closing Date due to Buyer’s failure to perform its obligations under this Agreement, Seller may, at its own discretion, elect to do any of the Amendment, the form of which is attached hereto as Exhibit B; andfollowing: (via) Defer the Closing to a certificate of date not further than 15 (Fifteen) days after the Secretary or Assistant Secretary (or equivalent officer) of Seller certifying as to (i) date when the resolutions of the board of directors (or equivalent managing body) of Seller, duly adopted and in effectClosing should have occurred, which authorize new date shall be the execution, delivery and performance Closing Date for the purposes of this Agreement and the transactions contemplated hereby, and Agreement; or (iib) the names and signatures of the officers of Seller authorized to sign Unilaterally terminate this Agreement and the documents to be delivered hereunderwithout any further liability on its part. 2.3 At the Closing, Purchaser shall deliver to Seller (i) a signed counterpart to this Agreement; (ii) a signed counterpart of the Assignment and Assumption Agreement; (iii) Copies of all consents, approvals, waivers and authorizations referred to in Section 3.2 hereof; (iv) a signed counterpart of the Amendment; and (v) A certificate of the Secretary or Assistant Secretary (or equivalent officer) of Purchaser certifying as to (i) the resolutions of the board of directors (or equivalent managing body) of Purchaser, duly adopted and in effect, which authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby, and (ii) the names and signatures of the officers of Purchaser authorized to sign this Agreement and the documents to be delivered hereunder.

Closing. 2.1 The closing transactions contemplated hereby will be completed at the Closing Time at the offices of ▇▇▇▇▇▇ ▇▇▇▇▇▇ Gervais LLP in Calgary, Alberta and the Subscriber agrees and acknowledges as follows: (a) at the Closing Time, subject to the terms and conditions of the transactions contemplated by this Agreement (Agency Agreement, the “Closing”) shall take place simultaneously with the execution of this Agreement by the parties hereto. 2.2 At the Closing, Seller Agent shall deliver to Purchaser the following:Corporation all completed subscription agreements, including this Subscription Agreement, and the aggregate Subscription Amount against delivery by the Corporation of the certificates representing the Flow-Through Shares and such other documentation as may be required, and (b) the Agent is hereby irrevocably appointed to act in its sole and absolute discretion as the Subscriber’s agent to represent the Subscriber at the Closing for the purpose of all closing matters and deliveries of documents and receipt of certificates representing the Flow-Through Shares. Without limiting the generality of the foregoing, the Agent is irrevocably authorized, in its sole and absolute discretion: (i) a signed counterpart to complete or correct manifest errors or omissions in the information provided by the Subscriber in this Agreement; (ii) a membership interest power conveying the Interests to Purchaser; (iii) a signed counterpart of the Assignment and Assumption Agreement, the form of which is attached hereto as Exhibit A, related to the assignment and assumption of the Assumed Note (the “Assignment and Assumption Agreement”); (iv) copies of all consents, approvals, waivers and authorizations referred to in Section 4.2 hereof; (v) a signed counterpart of the Amendment, the form of which is attached hereto as Exhibit B; and (vi) a certificate of the Secretary or Assistant Secretary (or equivalent officer) of Seller certifying as to (i) the resolutions of the board of directors (or equivalent managing body) of Seller, duly adopted and in effect, which authorize the execution, delivery and performance of this Subscription Agreement and any other forms or documents delivered by the Subscriber in connection with the transactions contemplated hereby, and if any; (ii) to receive on its behalf certificates representing the names and signatures of the officers of Seller authorized to sign Flow-Through Shares purchased under this Subscription Agreement and the documents to be delivered hereunder. 2.3 At the Closing, Purchaser shall deliver to Seller (i) a signed counterpart to this Agreement; (ii) a signed counterpart of the Assignment and Assumption Agreement; (iii) Copies of to act as its representative at the closing and to execute in its name and on its behalf all consents, approvals, waivers closing receipts and authorizations referred to in Section 3.2 hereof; documents required; (iv) a signed counterpart of to approve any opinions, certificates or other documents addressed to the AmendmentSubscriber; and (v) A certificate to waive, in whole or in part, any representations, warranties, covenants or conditions for the benefit of the Secretary Subscriber and contained in the Agency Agreement; (vi) to register or Assistant Secretary (or equivalent officer) of Purchaser certifying as to (i) permit the resolutions registration of the board Flow-Through Shares purchased hereunder by way of directors (one or equivalent managing body) more certificates registered in the name of Purchaser, duly adopted and the Agent and/or in effect, which authorize the execution, delivery and performance name of this Agreement each subscriber to the offering of Flow-Through Shares and/or in the name of such other nominee or nominees as the Corporation and the transactions contemplated hereby, Agent may agree; and (iivii) to exercise any rights of termination contained in the names and signatures of the officers of Purchaser authorized to sign this Agreement and the documents to be delivered hereunderAgency Agreement.

Closing. 2.1 The closing (a) Subject to the terms and conditions of this Agreement (including, without limitation, Section 2.02(c)), the issuance and subscription of the transactions contemplated by this Agreement Subscribed Shares (the “Closing”) shall take place simultaneously with concurrently via the execution remote exchange of documents and signatures on the fifteen (15th) Business Day after all of the conditions to the Closing set forth in Article VI of this Agreement have been satisfied or, to the extent permitted by applicable Law, waived by the parties heretoparty entitled to the benefit thereof (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of those conditions at the Closing), or at such other time and date as shall be mutually agreed by the Company and the Lead Investor in writing (the date on which the Closing occurs, the “Closing Date”); provided that, the Company shall keep the Lead Investor informed on a reasonably current basis of the Company’s expectation, in its reasonable good faith judgment, as to when the conditions to the Closing set forth in Section 6.01 and Section 6.03 of this Agreement (the “Investor Closing Conditions”) will be satisfied. 2.2 (b) At the Closing, Seller shall deliver to Purchaser the following: (i) Subject to the satisfaction of the relevant Investor’s obligations under Section 2.02(b)(ii), the Company shall deliver, or cause to be delivered, to such Investor and, if applicable, the Additional Investors: (A) such Investor’s Applicable Subscribed Shares free and clear of all Liens, except restrictions imposed by the Securities Act and any other applicable state or foreign securities Laws; (B) if requested, share certificate(s) duly executed and issued by the Company, representing such Investor’s and, if applicable, the Additional Investors’ respective ownership of the Applicable Subscribed Shares; (C) a copy of the register of members of the Company certified as true and accurate by a director or the registered office provider of the Company, evidencing that the Applicable Subscribed Shares have been issued and registered under the name of such Investor and, if applicable, the Additional Investors, as fully paid effective as of the Closing Date; (D) a copy of the duly adopted director resolutions of the Company approving the Transaction Documents and the transactions contemplated thereby (including the issue of the Subscribed Shares to the Investors and, if applicable, the Additional Investors, the entry of them in the register of members of the Company as the holder(s) of the Subscribed Shares); (E) a certificate, signed counterpart to this Agreementon behalf of the Company by an authorized executive officer thereof, certifying the Conversion Price as of immediately following the Closing, which shall have been calculated in accordance with the provisions of Section 5.03(b); (F) the Registration Rights Agreement duly executed by the Company; and (G) the Certificate of Designation duly executed by an authorized signatory of the Company; and (ii) a membership interest power conveying Subject to the Interests to Purchaser;satisfaction of the Company’s obligations under Section 2.02(b)(i), each Investor shall: (iiiA) a signed counterpart pay, or cause to be paid, to the Company, such Investor’s Applicable Subscription Price by wire transfer in immediately available funds, to the bank account in the name of the Assignment Company and Assumption Agreementdesignated by the Company at least fifteen (15) Business Days prior to the Closing, with sufficient details reasonably requested by such Investor and, if applicable, the form of which is attached hereto as Exhibit A, related to the assignment and assumption of the Assumed Note (the “Assignment and Assumption Agreement”); (iv) copies of all consents, approvals, waivers and authorizations referred to in Section 4.2 hereof; (v) a signed counterpart of the Amendment, the form of which is attached hereto as Exhibit BAdditional Investors; and (viB) a certificate deliver to the Company the Registration Rights Agreement, duly executed by such Investor and, if applicable, the Additional Investors. (c) Notwithstanding anything to the contrary in this Agreement, the issuance and subscription of the Secretary or Assistant Secretary Additional Subscribed Shares (or equivalent officerthe “Second Closing”) shall take place concurrently via the remote exchange of Seller certifying as documents and signatures on the later to occur of (i) the resolutions of the board of directors (or equivalent managing body) of Seller, duly adopted and in effect, which authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby, Closing and (ii) the names and signatures date that is fifteen (15) days after the date of the officers of Seller authorized to sign this Agreement Upsize Notice, and the documents to be delivered hereunder. 2.3 At the Closing, Purchaser shall deliver to Seller (i) a signed counterpart to this Agreement; (ii) a signed counterpart each of the Assignment Parties agrees that Section 2.02(a), Section 2.02(b), Section 2.03 and Assumption Agreement; (iii) Copies of all consents, approvals, waivers and authorizations referred other applicable provisions hereof shall apply to in Section 3.2 hereof; (iv) a signed counterpart of the Amendment; and (v) A certificate of the Secretary or Assistant Secretary (or equivalent officer) of Purchaser certifying as to (i) the resolutions of the board of directors (or equivalent managing body) of Purchaser, duly adopted and in effect, which authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby, and (ii) the names and signatures of the officers of Purchaser authorized to sign this Agreement and the documents to be delivered hereunderSecond Closing mutatis mutandis.

Closing. 2.1 The (a) Unless this Agreement shall have been earlier terminated in accordance with the provisions of this Agreement, the closing of the transactions contemplated by this Agreement (the “Closing”) shall take be consummated via electronic document exchange at 10:00 a.m. Eastern time (i) on the date designated by T-Mobile that is not more than one hundred forty (140) days after the satisfaction or T-Mobile’s waiver in writing of the FCC Order Condition (and on not less than three (3) Business Days prior written notice from T-Mobile to the Seller), but subject to the satisfaction or waiver of the conditions set forth in Article 6, or (ii) at such other time or place simultaneously with as may be agreed upon in writing by T-Mobile and the execution Seller. The date of this Agreement by the parties heretoClosing is referred to herein as the “Closing Date”. 2.2 (b) At the Closing, the Seller shall deliver to Purchaser the following: T-Mobile Parties: (i) a signed counterpart with respect to this Agreement; (ii) a membership interest power conveying the Interests to Purchaser; (iii) a signed counterpart Seller Licenses, an instrument of the Assignment and Assumption Agreement, assignment in the form of which is attached hereto as Exhibit A, related to executed by the assignment and assumption of the Assumed Note (the “Assignment and Assumption Agreement”); (iv) copies of all consents, approvals, waivers and authorizations referred to in Section 4.2 hereof; (v) a signed counterpart of the Amendment, the form of which is attached hereto as Exhibit BSeller; and (vi) a certificate of the Secretary or Assistant Secretary (or equivalent officer) of Seller certifying as to (i) the resolutions of the board of directors (or equivalent managing body) of Seller, duly adopted and in effect, which authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby, and (ii) the names and signatures of the officers of Seller authorized to sign this Agreement and the documents closing certificate required to be delivered hereunderpursuant to Section 6.1(d), executed by an authorized representative of the Seller. 2.3 At (c) Subject to the last sentence of this Section 2.3(c), at the Closing, Purchaser the T-Mobile Parties shall deliver to the Seller : (i) a signed counterpart with respect to this Agreement; the Seller Licenses, an instrument of assignment in the form attached hereto as Exhibit A, executed by T-Mobile License (or, subject to Section 9.1, an Affiliate of T-Mobile designated by T-Mobile); (ii) a signed counterpart of the Assignment A CONFESSION OF JUDGMENT AFFIDAVIT, IN THE FORM ATTACHED HERETO AS EXHIBIT B-2, EXECUTED BY EACH OF THE T-MOBILE PARTIES (INCLUDING ANY ASSIGNEE OR AFFILIATES OF T-MOBILE THAT EXECUTES A JOINDER TO THIS AGREEMENT PURSUANT TO SECTION 9.1(b)); and Assumption Agreement; (iii) Copies of all consents, approvals, waivers and authorizations referred to in Section 3.2 hereof; (iv) a signed counterpart of the Amendment; and (v) A closing certificate of the Secretary or Assistant Secretary (or equivalent officer) of Purchaser certifying as to (i) the resolutions of the board of directors (or equivalent managing body) of Purchaser, duly adopted and in effect, which authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby, and (ii) the names and signatures of the officers of Purchaser authorized to sign this Agreement and the documents required to be delivered hereunderpursuant to Section 6.2(d), executed by an authorized officer of each of the T-Mobile Parties. Notwithstanding the foregoing, to the extent that, subject to Section 9.1, an Affiliate of T-Mobile designated by T-Mobile is to receive assignment of the Seller Licenses, such designated Affiliate shall also be made a party (in addition to the T-Mobile Parties) and execute the deliverables set forth in clauses (ii)-(iii) of this Section 2.3(c) as a condition to the Seller’s obligation to consummate the Closing.

Closing. 2.1 The closing transactions contemplated hereby will be completed at the Closing Time at the offices of ▇▇▇▇▇▇ ▇▇▇▇▇▇ Gervais LLP in Calgary, Alberta and the Subscriber agrees and acknowledges as follows: (a) at the Closing Time, subject to the terms and conditions of the transactions contemplated by this Agreement (Agency Agreement, the “Closing”) shall take place simultaneously with the execution of this Agreement by the parties hereto. 2.2 At the Closing, Seller Agent shall deliver to Purchaser the following:Corporation all completed subscription agreements, including this Subscription Agreement, and the aggregate Subscription Amount against delivery by the Corporation of the certificates representing the Common Shares and such other documentation as may be required, and (b) the Agent is hereby irrevocably appointed to act in its sole and absolute discretion as the Subscriber’s agent to represent the Subscriber at the Closing for the purpose of all closing matters and deliveries of documents and receipt of certificates representing the Common Shares. Without limiting the generality of the foregoing, the Agent is irrevocably authorized, in its sole and absolute discretion: (i) a signed counterpart to complete or correct manifest errors or omissions in the information provided by the Subscriber in this Agreement; (ii) a membership interest power conveying the Interests to Purchaser; (iii) a signed counterpart of the Assignment and Assumption Agreement, the form of which is attached hereto as Exhibit A, related to the assignment and assumption of the Assumed Note (the “Assignment and Assumption Agreement”); (iv) copies of all consents, approvals, waivers and authorizations referred to in Section 4.2 hereof; (v) a signed counterpart of the Amendment, the form of which is attached hereto as Exhibit B; and (vi) a certificate of the Secretary or Assistant Secretary (or equivalent officer) of Seller certifying as to (i) the resolutions of the board of directors (or equivalent managing body) of Seller, duly adopted and in effect, which authorize the execution, delivery and performance of this Subscription Agreement and any other forms or documents delivered by the Subscriber in connection with the transactions contemplated hereby, and if any; (ii) to receive on its behalf certificates representing the names and signatures of the officers of Seller authorized to sign Common Shares purchased under this Subscription Agreement and the documents to be delivered hereunder. 2.3 At the Closing, Purchaser shall deliver to Seller (i) a signed counterpart to this Agreement; (ii) a signed counterpart of the Assignment and Assumption Agreement; (iii) Copies of to act as its representative at the closing and to execute in its name and on its behalf all consents, approvals, waivers closing receipts and authorizations referred to in Section 3.2 hereof; documents required; (iv) a signed counterpart of to approve any opinions, certificates or other documents addressed to the AmendmentSubscriber; and (v) A certificate to waive, in whole or in part, any representations, warranties, covenants or conditions for the benefit of the Secretary Subscriber and contained in the Agency Agreement; (vi) to register or Assistant Secretary (or equivalent officer) of Purchaser certifying as to (i) permit the resolutions registration of the board Common Shares purchased hereunder by way of directors (one or equivalent managing body) more certificates registered in the name of Purchaser, duly adopted and the Agent and/or in effect, which authorize the execution, delivery and performance name of this Agreement each subscriber to the offering of Common Shares and/or in the name of such other nominee or nominees as the Corporation and the transactions contemplated hereby, Agent may agree; and (iivii) to exercise any rights of termination contained in the names and signatures of the officers of Purchaser authorized to sign this Agreement and the documents to be delivered hereunderAgency Agreement.

Closing. 2.1 The (a) Upon the terms and subject to the conditions set forth in this Agreement, the closing of the transactions contemplated by this Agreement Purchase (the “Closing”) shall take place simultaneously with at the execution offices of this Agreement S▇▇▇▇▇▇▇ & C▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇ ▇, ▇▇▇▇▇ World Trade Center, One Jianguo Menwai Avenue, Beijing, PRC, at 9:30 A.M., Beijing time, no later than the fifth (5th) Business Day following the date on which all of the conditions set forth in Article VI (other than those conditions that by their nature can only be satisfied at the Closing but subject to the satisfaction or waiver of such conditions) have been satisfied or waived, or at such other location, time or date as may be agreed upon in writing by the parties heretoSellers and the Purchaser (the date on which the Closing occurs, the “Closing Date”). 2.2 (b) At the Closing, Seller in addition to the First Payment provided for in Section 2.2(a), the Purchaser shall deliver deliver, or cause to be delivered, to the Sellers the following: (i) the certificate to be delivered by the Purchaser pursuant to Section 6.3(a) and Section 6.3(b) hereof; (ii) a receipt acknowledging the receipt of the items set forth in Section 2.3(c)(i) hereof; and (iii) such other documents and instruments as may be reasonably required to consummate the transactions contemplated by this Agreement. (c) At the Closing, each of the Sellers shall deliver, or cause to be delivered, to the Purchaser the following: (i) a signed counterpart to this Agreementthe certificate or certificates evidencing all of the Offshore Company Shares, duly endorsed in blank or accompanied by share transfer forms duly endorsed in blank in proper form for transfer, with appropriate transfer stamps, if any, affixed; (ii) a membership interest power conveying the Interests resolution of the board of directors of the Offshore Company authorizing the transfer of all of the Offshore Company Shares to the Purchaser; (iii) a signed counterpart certified copy of the Assignment and Assumption Agreement, register of members of the form Offshore Company evidencing that all of which is attached hereto as Exhibit A, related the Offshore Company Shares have been transferred to the assignment and assumption of the Assumed Note (the “Assignment and Assumption Agreement”)Purchaser; (iv) copies of all consentsthe certificate to be delivered pursuant to Section 6.2(a), approvalsSection 6.2(b), waivers Section 6.2(c) and authorizations referred to in Section 4.2 6.2(f) hereof; (v) a signed counterpart written resignations of each member of the Amendmentboard of directors, except Shareholder A, of each of the Company, the form of which is attached hereto as Exhibit B; andWFOE, the Hong Kong Company and the Offshore Company; (vi) a certificate receipt acknowledging receipt of the Secretary or Assistant Secretary (or equivalent officerFirst Payment by the Purchaser in full satisfaction of its obligations under Section 2.2(a) of Seller certifying as to (i) the resolutions of the board of directors (or equivalent managing body) of Seller, duly adopted and in effect, which authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby, and (ii) the names and signatures of the officers of Seller authorized to sign this Agreement and the documents to be delivered hereunder. 2.3 At the Closing, Purchaser shall deliver to Seller (i) a signed counterpart to this Agreement; (ii) a signed counterpart of the Assignment and Assumption Agreement; (iii) Copies of all consents, approvals, waivers and authorizations referred to in Section 3.2 hereof; (iv) a signed counterpart of the Amendment; and (vvii) A certificate of the Secretary or Assistant Secretary (or equivalent officer) of Purchaser certifying such other documents and instruments as may be reasonably required to (i) the resolutions of the board of directors (or equivalent managing body) of Purchaser, duly adopted and in effect, which authorize the execution, delivery and performance of this Agreement and consummate the transactions contemplated herebyby this Agreement, and (ii) including the names and signatures of the officers of Purchaser authorized to sign this Agreement and the documents to be delivered hereunderitems set forth in Schedule 2.3(c)(v).

Closing. 2.1 (a) The closing of the transactions contemplated by this Agreement sale and purchase of the Constructed BPL Network, the Assumed Contracts and the Transferred Permits and the assumption of the Assumed Liabilities (as defined below) (the “Closing”) shall take place simultaneously at the offices of the Buyer or electronically concurrently with the execution and delivery of this the Sales Agreement by and the License Agreement on such date that is two business days after the satisfaction or waiver of all conditions to the obligations of the parties heretoset forth in Article VII or at such other place or at such other time or on such other date as the parties may mutually agree upon in writing. 2.2 (b) At the Closing, the Seller shall deliver or cause to Purchaser be delivered to the followingBuyer: (i) a signed counterpart ▇▇▇▇ of sale and assignment, in the form attached hereto as Exhibit A, with regard to this Agreementthe Constructed BPL Network and the Assumed Contracts and the Transferred Permits duly executed by the Seller; (ii) a membership interest power conveying the Interests to Purchaser; (iii) a signed counterpart of the Assignment duly executed software and Assumption Agreement, intellectual property license agreement in the form of which is attached hereto as Exhibit AB, related with regard to the assignment software and assumption of intellectual property relating to the Assumed Note Constructed BPL Network (the “Assignment and Assumption “ License Agreement”); (iviii) copies of all consentsthe Sales Agreement duly executed by CURRENT Technologies, approvals, waivers and authorizations referred to in Section 4.2 hereofLLC; (v) a signed counterpart the inventory of the Amendmentfinished goods and additional components described in Schedule C, the form of which is attached hereto as Exhibit B; andsubject to Section 1.5(b); (vi) the “As-Built” documentation relating to the Constructed BPL Network attached hereto as Schedule D; (vii) a certificate of the Secretary or Assistant Secretary (or equivalent officer) of Seller certifying Seller, dated as to (i) the resolutions of the board of directors (or equivalent managing body) Closing Date, signed by an authorized person of Seller, duly adopted certifying that to Seller’s knowledge the conditions set forth in Section 7.5(a) - (e) have been fulfilled; (viii) (A) good standing certificates of Seller and Guarantor certified as of a recent date by the Delaware Secretary of State, (B) copies of certificate of limited partnership and certificate of formation of Seller and Guarantor, respectively, certified as of a recent date by the Delaware Secretary of State, (C) a certification of an authorization person of Seller and Guarantor of the names and signatures of each authorized person of each who is signing any document on its behalf in effectconnection with this Agreement, which authorize and (D) certificate of an authorized person of Seller and Guarantor attaching a copy of the approval by each such entity’s Board of Directors or other governing body authorizing the execution, delivery and performance of this Agreement and the transactions contemplated herebyrelated agreements to which it is a party; (ix) a certificate of Guarantor, dated the Closing Date, signed by an officer of Guarantor, certifying that the representations and warranties of Guarantor contained in Sections 4.1, 4.2, 4.3 and 4.10 are true and correct in all material respects on and as of the Closing Date, and (ii) the names covenants and signatures agreements of the officers of Seller authorized to sign this Agreement and the documents Guarantor to be delivered hereunderperformed on or before the Closing Date shall have been duly performed in all material respects; (x) a release of all claims against InfrastruX Energy Services BPL LLC (successor-in-interest to InfrastruX Energy Services BPL LP) (“IES”) executed by Seller in the form attached as Exhibit D; and (xi) such other documents and instruments of assignment or conveyance as the Buyer may reasonably request as necessary or appropriate for the purpose of effecting the Transactions (as defined below) provided for and contemplated herein and to vest in the Buyer good and marketable title to the Constructed BPL Network. 2.3 (c) At the Closing, Purchaser the Buyer shall deliver to the Seller: (i) a signed counterpart to this Agreementthe Purchase Price; (ii) a signed counterpart of the Assignment and Assumption AgreementSales Agreement duly executed by the Buyer; (iii) Copies a release of all consents, approvals, waivers and authorizations referred to claims executed by IES in Section 3.2 hereofthe form attached as Exhibit D; (iv) a signed counterpart certificate of Buyer, dated as of the Amendment; andClosing Date, signed by an authorized person of Buyer, certifying that to Buyer’s knowledge the conditions set forth in Section 7.4(a) - (d) have been fulfilled; (v) A (A) good standing certificates of Buyer certified as of a recent date by the Delaware Secretary of State, (B) copy of certificate of formation of Buyer, certified as of a recent date by the Delaware Secretary or Assistant Secretary of State, (or equivalent officerC) a certification of Purchaser certifying as to (i) the resolutions an authorization person of Buyer of the board names and signatures of directors each authorized person of each who is signing any document on its behalf in connection with this Agreement, and (D) certificate of an authorized person of Buyer attaching a copy of the approval by such entity’s Board of Directors or equivalent managing body) of Purchaser, duly adopted and in effect, which authorize other governing body authorizing the execution, delivery and performance of this Agreement and the transactions related agreements to which it is a party; (vi) such other documents and instruments and certificates as shall be reasonably requested by the Seller for the purpose of effecting the Transactions provided for and contemplated hereby, and (ii) the names and signatures of the officers of Purchaser authorized to sign this Agreement and the documents to be delivered hereunderherein.

Closing. 2.1 (a) The closing sale and purchase of the transactions contemplated by this Agreement Subject Shares under Section 2.1 shall each take place at a closing (the “Purchase Closing”) shall take place to be held at the offices of Wachtell, Lipton, R▇▇▇▇ & K▇▇▇, 5▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, or remotely through the exchange of documents and signatures, at 10:00 a.m., Eastern time, simultaneously with the execution Closing (as defined in the Merger Agreement) of this Agreement the Merger and immediately prior to the Effective Time of the Merger, subject to the satisfaction or, to the extent permitted by applicable Law, waiver of all conditions to the parties heretoobligations of the Parties set forth in Article VI (other than such conditions as may, by their terms, only be satisfied at the Purchase Closing or on the Closing Date, but subject to the satisfaction or waiver of such conditions), or at such other place, at such other time or on such other date as the Parties mutually may agree in writing. The day on which the Purchase Closing takes place is referred to as the “Closing Date.” 2.2 (b) At the Purchase Closing, Seller shall deliver to Purchaser the following: (i) a signed counterpart the Seller shall deliver to the Purchaser an agreement or instrument of conveyance, assignment or assumption to vest in the Purchaser all of the Seller’s rights, title and interest in and to the Subject Shares, in form and substance reasonably agreed by the Parties (but in no event inconsistent with this Agreement;), duly executed by the Seller (the “Equity Transfer Agreement”); and (ii) a membership interest power conveying the Interests to Purchaser; (iii) a signed counterpart of the Assignment and Assumption Agreement, the form of which is attached hereto as Exhibit A, related Purchaser shall deliver to the assignment and assumption of the Assumed Note (the “Assignment and Assumption Agreement”); (iv) copies of all consentsSeller, approvals, waivers and authorizations referred to in Section 4.2 hereof; (v) a signed counterpart of the Amendment, the form of which is attached hereto as Exhibit B; and (vi) a certificate of the Secretary or Assistant Secretary (or equivalent officer) of Seller certifying as to (i) by wire transfer to a bank account designated in writing by the resolutions of Seller to the board of directors Purchaser at least three (or equivalent managing body3) of SellerBusiness Days prior to the anticipated Closing Date, duly adopted and an amount equal to the aggregate Purchase Price in effect, which authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby, immediately available funds in United States dollars and (ii) the names and signatures of the officers of Seller authorized to sign this Agreement and the documents to be delivered hereunder. 2.3 At the Closing, Purchaser shall deliver to Seller (i) a signed counterpart to this Equity Transfer Agreement; (ii) a signed counterpart of the Assignment and Assumption Agreement; (iii) Copies of all consents, approvals, waivers and authorizations referred to in Section 3.2 hereof; (iv) a signed counterpart of the Amendment; and (v) A certificate of the Secretary or Assistant Secretary (or equivalent officer) of Purchaser certifying as to (i) the resolutions of the board of directors (or equivalent managing body) of Purchaser, duly adopted and in effect, which authorize executed by the execution, delivery and performance of this Agreement and the transactions contemplated hereby, and Purchaser (ii) the names and signatures of the officers of Purchaser authorized to sign this Agreement and the documents to be delivered hereunderif such agreement requires execution by Purchaser).

Closing. 2.1 The closing Subsequent to the Escrow Agent's receipt of the transactions contemplated by this Agreement (Deposit, the “Closing”) purchase and sale of the Shares shall take place simultaneously as soon as reasonably practicable after satisfaction or waiver of all Closing conditions at the offices of the Closing Attorney, ▇▇▇▇▇▇ & ▇▇▇▇ PC, ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ on the 25th day of June, 2010 with both the execution Seller and the Buyer appearing, at their sole discretion, to administer their respective roles, "remotely," by telephonic means, or by means of the Internet or other technologies, or some combination of these methodologies. All closing and transfer documents, including this Agreement by the parties hereto. 2.2 Agreement, must be signed as originals. At the Closing, : Seller shall deliver to Purchaser the following: (i) a signed counterpart to this Agreement; (ii) a membership interest power conveying Buyer the Interests to Purchaser; (iii) a signed counterpart Certificate of Incorporation of the Assignment and Assumption Agreement, Company in effect as of the form date of which is attached hereto as Exhibit A, related this Agreement certified by the Secretary of State of the State of Florida; Seller shall deliver to the assignment and assumption Buyer certificates, as of the Assumed Note (most recent practicable dates as to the “Assignment and Assumption Agreement”); (iv) copies of all consents, approvals, waivers and authorizations referred to in Section 4.2 hereof; (v) a signed counterpart active status of the Amendment, Company issued by the form Secretary of which is attached hereto as Exhibit B; and (vi) a certificate State of the Secretary or Assistant Secretary (or equivalent officer) State of Florida; Seller certifying as shall deliver to the Buyer the (i) the By-laws of the Company and (ii) resolutions of the board Board of directors Directors and (or equivalent managing bodyiii) Seller as the sole stockholder of Sellerthe Company authorizing and approving all matters in connection with this Agreement, duly adopted including resignation and in effectreplacement of board, which authorize the executionresignation and replacement of officers, delivery and performance of this Agreement and the transactions contemplated hereby, and (ii) the names and signatures of the officers of ; Seller authorized to sign this Agreement and the documents to be delivered hereunder. 2.3 At the Closing, Purchaser shall deliver to Seller (i) the Buyer a signed counterpart certificate for the Shares being purchased by such Buyer, registered in the name of Buyer; Seller shall deliver to the Buyer all accounting, banking and other financial records of the Corporation. Seller shall deliver to the Buyer the corporate seal of the Corporation. Buyer shall pay to the Seller through the Escrow Agent, the Purchase Price for the Shares being purchased by it in immediately available funds, by wire transfer pursuant to this Agreement; (ii) ; and Seller and Buyer shall execute and deliver a Cross-Receipt. Seller and Buyer shall each deliver to the other a certificate, signed counterpart by a duly authorized person, confirming that the representations and warranties of Seller and Buyer, respectively, in this Agreement are true and correct as of the Assignment Closing date and Assumption Agreement;that all covenants and obligations of Seller and Buyer, respectively, under this Agreement that were required to have been performed prior to the Closing have been so performed. (iii) Copies 4.1 Seller's and Buyer's Initial Role and Obligations Within not less than three business days before date and time of scheduled Closing, the Seller will deliver, or cause to be delivered, all consents, approvals, waivers corporate records of the Corporation and authorizations referred transfer documents of Seller related to the purchase and sale of the Shares hereunder as set forth in Section 3.2 hereof; 4.0 above, including this Agreement executed by the Seller, for inspection, verification and authentication by the Closing Attorney (iv) a signed counterpart hereinafter the "Seller's Closing Documents"). Within not less than three business days before date and time of scheduled Closing, the Buyer will deliver, or cause to be delivered, the transfer documents of Buyer related to the purchase and sale of the Amendment; andShares hereunder as set forth in Section 4.0 above, including this Agreement executed by the Buyer, for inspection, verification and authentication by the Closing Attorney (hereinafter the "Buyer's Closing Documents"). (v) A certificate 4.2 Closing Attorney's Role and Obligations Upon receipt of the Secretary Seller's Closing Documents and the Buyer's Closing Documents, the Closing Attorney shall review, inspect and confirm that all of the Seller's Closing Documents and Buyer's Closing Documents appear on their face to be in order, and, accordingly, the Closing Attorney shall issue a written statement to both Parties and Escrow Agent that all Seller's Closing Documents and Buyer's Closing Documents appear on their face to be in order. Buyer and Seller each understand and agree that the Closing Attorney's role and obligation with respect to Seller's Closing Documents and Buyer's Closing Documents is limited only to confirming that such documents appear on their face to be in order, and that Closing Attorney will not otherwise undertake to confirm or Assistant Secretary verify the accuracy or completeness of such documents. Without limiting the foregoing, Closing Attorney will have no obligation to confirm or verify that Seller has delivered all relevant records or that such records are true or complete. 4.3 Buyer's Role and Obligation Having satisfied the Deposit ($5,000.00 US Dollars) requirements under §2.0, supra, and upon issuance of the Closing Attorney's written statement that the Seller's Closing Documents appear to be in order, Buyer shall transfer, without deduction or equivalent officer) of Purchaser certifying as to delay (iother than normal wire clearing delays), and by Fed Wire Transfer (in clean, clear and unencumbered U.S. Dollars) the resolutions Purchase Price balance of Twenty Thousand and 00/100 U.S. Dollars ($20,000.00) to the Escrow Agent's designated escrow account. 4.4 Closing Attorney's Further Role and Obligation Upon receipt of Buyer's Fed Wire for the balance of Twenty Thousand and 00/100 U.S. Dollars ($20,000.00) by the Escrow Agent, Closing Attorney shall, accordingly, overnight by bonded courier the original set of the board Seller's Closing Documents to the Buyer for countersigning. Upon receipt of directors (or equivalent managing body) such Purchase Price balance by the Escrow Agent and Closing Attorney's confirmation that all of PurchaserSeller's Closing Documents and Buyer's Closing Documents, duly adopted and in effectrespectively, which authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby, and (ii) the names and signatures of the officers of Purchaser authorized to sign this Agreement and the documents appear on their face to be delivered hereunderin order, Closing Attorney shall instruct the Escrow Agent to Fed Wire transfer the Purchase Price of Twenty-five Thousand and 00/100 U.S. Dollars ($25,000.00) to the Seller's account coordinates.

Closing. 2.1 (a) The closing of the transactions contemplated by this Agreement Transactions (the “Closing”) shall take place simultaneously with remotely by wiring of funds and exchange of documents and signatures (or their electronic counterparts), at 10:00 a.m., eastern time, on the execution (i) the third (3rd) Business Day after the satisfaction or waiver, in writing, of all conditions to Closing set forth in this Agreement by Agreement, or (ii) such other date as Buyer and Seller mutually agreed upon in writing. The day on which the parties heretoClosing takes place is referred to as (the “Closing Date”) For accounting purposes, the Closing will be deemed to have occurred at 11:59 p.m., eastern time, on the Closing Date (the “Effective Time”). 2.2 (b) At the Closing, Seller shall deliver to Purchaser and the followingCompany shall: (i) a signed counterpart deliver or cause to this Agreementbe delivered to Buyer certificates representing the Shares, free and clear of any Encumbrances, duly endorsed in blank and accompanied by stock powers duly endorsed in blank in proper form for transfer, with appropriate transfer stamps, if any, affixed; (ii) deliver or cause to be delivered to Buyer the following documents: (A) a membership interest power conveying counterpart signature to this Agreement and the Interests to PurchaserAncillary Agreements, duly executed by the Company, Seller or other counterparty which are parties thereto; (iiiB) a signed counterpart duly executed certificate of the Assignment and Assumption Agreement, the form of which is attached hereto as Exhibit A, related to the assignment and assumption President of the Assumed Note (Company and the “Assignment and Assumption Agreement”)President of Seller, dated the Closing Date that each of the conditions set forth in Section 8.3(a) have been satisfied; (iv) copies of all consents, approvals, waivers and authorizations referred to in Section 4.2 hereof; (vC) a signed counterpart of the Amendment, the form of which is attached hereto as Exhibit B; and (vi) a duly executed certificate of the Secretary or Assistant Secretary (or equivalent officer) of Seller certifying the Company as to (iA) the Organizational Documents of the Company and its Subsidiaries, (B) resolutions of the board of directors (or equivalent managing body) and the sole shareholder of Sellerthe Company, duly adopted and in effect, which authorize the execution, delivery and performance of this Agreement Agreement, the Ancillary Agreements and the transactions contemplated herebyTransactions, and (iiC) the names and signatures of the officers of Seller the Company authorized to sign this Agreement and the documents to be delivered hereunder; (D) A good standing certificate (or equivalent) of the Company and each of its Subsidiaries issued by the appropriate official of the jurisdiction of organization and each jurisdiction in which the Company or the Subsidiaries, as applicable, are required to be qualified or registered to do business. 2.3 (E) All consents, authorizations, orders and approvals from all third parties referred to on Section 2.6(b)(ii)(E) of the Disclosure Schedules in form and substance reasonably satisfactory to Buyer, and no such consent, authorization, order and approval shall have been revoked; (F) Payoff letters issued by each holder (if any) of any Indebtedness that is outstanding on the Closing Date setting forth (i) the amount required to repay in full all such Indebtedness owed to such holder on the Closing Date, (ii) the wire transfer instructions for the repayment of such Indebtedness to such holder and (iii) if applicable, a release of, or commitment to release, all Encumbrances granted by the Company to such holder or otherwise arising with respect to such Indebtedness effective upon repayment of such Indebtedness; provided that if no Indebtedness is outstanding on the Closing Date, no payoff letters are required to be delivered pursuant to this Section 2.6(b)(ii)(F); (G) Payoff letters (with wire instructions) issued by each Person (if any) owed Closing Transaction Expenses at Closing, setting forth (i) the amount required to repay in full all such Closing Transaction Expenses owed to such Person on the Closing Date, and (ii) the wire transfer instructions for the repayment of such Closing Transaction Expenses to such Person; (H) resignations of the directors and officers of the Company set forth in Section 2.6(b)(ii)(H) of the Disclosure Schedules to the extent requested in writing by Buyer at least five (5) Business Days prior to the Closing; (I) evidence of the backlog of the Company as of the Closing Date, to be delivered one (1) Business Day prior to the Closing; (J) budgeted installation costs for confirmed customer sales order contracts of the Company or any of its Subsidiaries, to be delivered one (1) Business Day prior to the Closing; and (K) all other documents reasonably requested by ▇▇▇▇▇ that are compulsory by Law to effect the intent of this Agreement and consummate the Transactions. (c) At the ClosingClosing (or as otherwise indicated), Purchaser shall deliver to SellerBuyer shall: (i) deliver or cause to be delivered to the account designated by Seller at least three (3) Business Days prior to the Closing Date by Seller in a signed counterpart written notice to this AgreementBuyer an amount equal to the Estimated Closing Cash Payment, by wire transfer of immediately available funds; (ii) a signed counterpart deposit or cause to be deposited the Escrow Amount with the Escrow Agent by wire transfer in immediately available funds, to be managed and paid out by the Escrow Agent pursuant to the terms of the Assignment and Assumption Escrow Agreement; (iii) Copies of all consentsdeliver or cause to be delivered to Seller the following documents: (A) a counterpart signature to this Agreement and the Ancillary Agreements, approvals, waivers and authorizations referred to in Section 3.2 hereofduly executed by ▇▇▇▇▇; (ivB) a signed counterpart duly executed certificate of the AmendmentChief Executive Officer of Buyer certificate, dated the Closing Date that each of the conditions set forth in Section 8.2(a) have been satisfied; (C) All consents, authorizations, orders and approvals from all third parties referred to on Section 4.4 of the Disclosure Schedules, and no such consent, authorization, order and approval shall have been revoked; and (vD) A certificate of all other documents reasonably requested by Seller that are compulsory by Law to effect the Secretary or Assistant Secretary (or equivalent officer) of Purchaser certifying as to (i) the resolutions of the board of directors (or equivalent managing body) of Purchaser, duly adopted and in effect, which authorize the execution, delivery and performance intent of this Agreement and consummate the transactions contemplated hereby, and (ii) the names and signatures of the officers of Purchaser authorized to sign this Agreement and the documents to be delivered hereunderTransactions.

Closing. 2.1 The closing of the transactions contemplated by this Agreement (the “Closing”) 9.1 Closing shall take place simultaneously with on the execution Closing Date at the offices of this Gorrissen ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇-▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇, ▇▇▇▇▇▇▇. 9.2 At Closing (or, in the case of Section 9.2(f) below, at least five (5) Business Days prior to the Closing), the Seller shall deliver or procure to be delivered: (a) minutes of the Extraordinary General Meeting evidencing the requisite approval of the Required Corporate Resolution; (b) an updated shareholders’ register for the Company reflecting the transfer of the Shares to the Buyer free from any Encumbrance and share certificate representing the Shares duly endorsed in favour of the Buyer; (c) letters of resignation from each of the registered directors and managers (other than any manager designated by the Buyer) of the Seller in respect of any office held by them in the Group Companies, such resignation to be effective as of the Closing, including therein a release of any claims towards any Group Company; (d) the Transition Services Agreement duly signed by the parties hereto. 2.2 At the Closing, Seller shall deliver to Purchaser the following:thereto; (ie) documentation that as per the Closing Date all payables, receivables and debts between the Group and the Seller, except for debt or payments resulting from the joint taxation and the termination thereof and for the Transition Services Agreement, have been or will no later than at Closing be settled and a signed counterpart statement from the Seller that it has no further claims (current, contingent or otherwise) against the Group pursuant to this any Contract or otherwise, except for claims resulting from the joint taxation and the termination thereof and for the Transition Services Agreement; (iif) a membership interest power conveying reasonably detailed statement of any estimated Leakage in contravention of Clause 4.4.1 and 4.4.2 certified by the Interests to Purchaser; (iii) a signed counterpart Chairman of the Assignment and Assumption Agreement, the form of which is attached hereto as Exhibit A, related to the assignment and assumption Board of the Assumed Note Seller on behalf of the Seller (the “Assignment and Assumption AgreementLeakage Statement”); (ivg) copies a certificate signed by an executive officer of all consents, approvals, waivers and authorizations referred to the Seller certifying that the conditions contained in Section 4.2 hereofClause 8.2 have been satisfied; (vh) a signed counterpart of the Amendment, the form of which is attached hereto as Exhibit BAccounts; and (vi) a certificate of the Secretary or Assistant Secretary (or equivalent officer) of Seller certifying as to (i) the resolutions Payoff Letters. 9.3 At Closing, the Buyer shall deliver or procure to be delivered: (a) documentary evidence from the relevant corporate bodies of the board Buyer, authorising the consummation of directors (or equivalent managing body) of Seller, duly adopted and in effect, which authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby, and (ii) the names and signatures of the officers of Seller authorized to sign this Agreement and the documents to be delivered hereunder. 2.3 At the Closing, Purchaser shall deliver to Seller (i) a signed counterpart to under this Agreement; (ii) a signed counterpart of the Assignment and Assumption Agreement; (iii) Copies of all consents, approvals, waivers and authorizations referred to in Section 3.2 hereof; (iv) a signed counterpart of the Amendment; and (vb) A certificate documentation to the effect that the Purchase Price has been transferred (with no deduction except in accordance with the Leakage Statement provided pursuant to Clause 9.2(f)) to the bank account identified by the Seller in writing at least two (2) Business Days prior to Closing in immediately available funds with value as of the Secretary or Assistant Secretary Closing Date; (or equivalent officerc) documentation to the effect that the Buyer has irrevocably released the Seller from any obligation in relation to the guarantees and other agreements listed in Schedule 9.3(c) to the extent that such guarantees and other agreements relate to the obligations of Purchaser certifying as to a Group Company; and. (id) the resolutions a certificate signed by an executive officer of the board Buyer certifying that the conditions contained in Clause 8.3 have been satisfied. 9.4 The Closing is to be documented by a Closing memorandum to be signed by the Parties. The Seller will provide the Buyer with a draft Closing memorandum not later than five (5) Business Days prior to the contemplated Closing Date. 9.5 Neither Party is obliged to complete the sale and purchase of directors any of the Shares if the other Party fails to fully comply with the requirements of Clauses 9.2 and 9.3 so far as they relate to such other Party. 9.6 If the Seller’s obligations under Clause 9.2, or the Buyer’s obligations under Clause 9.3, as the case may be, are not complied with on the Closing Date, the other Party may: (or equivalent managing bodya) waive any deliverable by the non-complying Party, with the effect that Closing may occur; (b) defer Closing (so that the provisions of Purchaser, duly adopted and in effect, which authorize this Clause 9 will apply to the execution, delivery and performance deferred Closing); (c) proceed to Closing as far as practicable (without limiting its rights under this Agreement as a consequence thereof); or (d) submit a written notice of termination of this Agreement to the non-complying Party, which will effectuate termination if the obligations have not been complied with within three (3) Business Days after the non-complying Party has received such written notice of termination. 9.7 If a Party terminates this Agreement in accordance with Clause 9.6, all obligations of the Parties under this Agreement will end immediately, except for those expressly stated to continue without limitation in time and those set out in the Clauses 1, 17, and 20 through 28. However, for the avoidance of doubt, all rights and liabilities of the Parties which have accrued on or before termination will continue to exist. 9.8 If Closing has not occurred on or before the Long Stop Date, this Agreement may be terminated by the Seller or the Buyer by giving written notice of immediate termination of the Agreement to the other Party; provided, that the Buyer may not terminate this Agreement pursuant to this Clause 9.8 if the sole reason that the Closing has not occurred is that the Antitrust Condition is not satisfied. 9.9 To the extent the Buyer does not agree with the Leakage Statement or there is any additional Leakage from the date of such statement to the Closing (any such amounts not agreed or incurred from the date of such statement, the “Unresolved Items”), the Seller and the transactions contemplated herebyBuyer shall as soon as reasonably practicable following the Closing and in any event within 20 Business Days thereof seek in good faith to resolve such Unresolved Items and the Seller shall promptly pay to the Buyer the amount of any such item so resolved. If the Seller and the Buyer are unable to so resolve all Unresolved Items then, at the request of either party, the Seller and the Buyer shall jointly engage and submit the Unresolved Items to a certified public accounting firm reasonably satisfactory to the Seller and the Buyer (the “Independent Accountant”); provided that if the Seller and the Buyer do not appoint an Independent Accountant within ten (10) days after either the Seller or the Buyer gives notice to the other of such request, either of them may request the Danish Institute of Arbitration to appoint as the Independent Accountant an internationally recognized independent registered public accounting firm based on its determination that such firm is independent from the Parties, and (ii) such appointment shall be final, binding and conclusive on the names Seller and signatures the Buyer. The Seller and the Buyer shall provide their written submissions to the Independent Accountant within 30 days of the officers appointment of Purchaser authorized the Independent Accountant, and use their reasonable best efforts to sign cause the Independent Accountant to issue its written determination regarding the Unresolved Items within thir- ty (30) days after such items are submitted for review (or, if a party fails to timely provide its written submission to the Independent Accountant in accordance with this Agreement sentence, within 60 days after the appointment of the Independent Accountant). Each party shall use its reasonable best efforts to furnish to the Independent Accountant such work papers and other documents and information pertaining to the Unresolved Items as the Independent Accountant may request. The determination of the Independent Accountant shall be final, binding and conclusive on the Seller and the documents Buyer absent manifest error. The fees, expenses and costs of the Danish Institute of Arbitration and the Independent Accountant shall be borne in the same proportion as the aggregate value of the Unresolved Items that are unsuccessfully disputed by the Seller, on the one hand, and the Buyer, on the other hand (as determined by the Independent Accountant) bears to be delivered hereunderthe total value of the Unresolved Items submitted to the Independent Accountant.

Closing. 2.1 The (a) Subject to the parties' satisfaction or waiver of the conditions precedent set forth in Sections 12 and 13, the closing and consummation of the transactions contemplated by this Agreement (the “"Closing”") shall take place simultaneously with at 10:00 a.m., Central Time, at the execution offices of this Agreement by Kirkland & Ellis at 200 East Randolph Drive, Chicago, Illinoi▇, ▇▇ ▇ bus▇▇▇▇▇ day which ▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇ the later of (i) five (5) business days after the expiration of the waiting period, or any extension thereof (without challenge), provided for in the Hart-Scott-Rodino Antitrust Improvement Act of 1976, as amended (▇▇▇ "▇-▇-▇ ▇▇t"), if a filing is required, or (ii) any later date on or prior to May 31, 2002 as the parties heretomay otherwise agree. The date of the Closing is referred to herein as the "Closing Date." 2.2 At (b) On the ClosingClosing Date, Seller shall deliver to Purchaser Buyer the following: (i) a signed counterpart duly-executed limited or special warranty deeds for the Real Property, substantially in the form of Exhibit C attached hereto, conveying fee simple title to this Agreementsuch Real Property subject to the Permitted Liens; (ii) a membership interest power conveying appropriately executed instruments of sale, assignment, transfer and conveyance evidencing and effecting the Interests sale and transfer to PurchaserBuyer of the Purchased Assets (it being expressly understood by the parties hereto, however, that such instruments shall not require Seller or any other Person to make any additional representations, warranties or covenants, express or implied, not contained in this Agreement); (iii) a signed counterpart certified copy of the Assignment resolution(s) adopted by the Board of Directors of Seller authorizing the transactions contemplated by this Agreement and Assumption Agreement, the form authorizing specified individuals to act on behalf of which is attached hereto as Exhibit A, related to the assignment and assumption of the Assumed Note (the “Assignment and Assumption Agreement”)Seller in connection therewith; (iv) copies an incumbency certificate, duly executed by an authorized officer of all consentsSeller attesting to the due appointment and authorization of individuals signing this Agreement on behalf of Seller, approvals, waivers and authorizations referred any agreement contemplated hereby or any agreement related to in Section 4.2 hereofthe transactions contemplated hereby; (v) a signed counterpart current certificate of the Amendment, the form of which is attached hereto as Exhibit BBP's good standing in Indiana and BP Products' good standing in Maryland and BP's and BP Products' qualification to do business and good standing in Virginia; and (vi) a certificate the affidavit referred to in Section 1445(b)(2) of the Secretary or Assistant Secretary Internal Revenue Code of 1986, as amended, (or equivalent officerthe "Code") of in customary form. (c) On the Closing Date, Buyer shall deliver to Seller certifying as to the following: (i) the resolutions of the board of directors (or equivalent managing bodypayments specified in Section 3(c) of Seller, duly adopted and in effect, which authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby, and (ii) the names and signatures of the officers of Seller authorized to sign this Agreement and the documents to be delivered hereunder. 2.3 At the Closing, Purchaser shall deliver to Seller (i) a signed counterpart to this Agreementhereof; (ii) a signed counterpart instruments of assumption evidencing and effecting the assumption by Buyer of the Assignment Assumed Liabilities and Assumption such other documents as are required by this Agreement; (iii) Copies a certified copy of all consentsthe resolutions adopted by the Boards of Directors of Buyer, approvals, waivers authorizing the transactions contemplated by this Agreement and authorizations referred authorizing specified individuals to in Section 3.2 hereofact on behalf of Buyer herewith; (iv) an incumbency certificate, duly executed by authorized officers of Buyer attesting to the due appointment and authorization of individuals signing this Agreement on behalf of Buyer, any agreement contemplated hereby or any agreement related to the transactions contemplated hereby; (v) current certificates of Buyer's good standing in the state of its incorporation and the Buyer's qualification to do business and good standing in Virginia; (vi) a signed counterpart modification to the Project Sunshine Consent Decree, in a form satisfactory to Seller and the United States of America and substantially similar to Exhibit F attached hereto, duly executed by an authorized officer of Buyer (provided that such modification shall be for the purpose of making Buyer a party thereto and shall not result in any substantive changes in the obligations that Buyer is assuming as compared to the obligations contained in the Project Sunshine Consent Decree relating to the Purchased Assets as of the AmendmentClosing Date); (vii) evidence, in a form satisfactory to Seller, of Buyer's acceptance of the CBA (as defined in Section 11(k)); and (vviii) A certificate the Novation Agreement substantially in the form of Exhibit E. (d) On the Closing Date, Buyer and Seller shall each deliver duly executed counterparts by the appropriate parties of the Secretary or Assistant Secretary (or equivalent officer) of Purchaser certifying as to following: (i) the resolutions Technology Agreement substantially in the form of the board of directors (or equivalent managing body) of Purchaser, duly adopted and in effect, which authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby, and Exhibit B; (ii) subject to Section 10(c)(iii), the names Transition Services Agreement substantially in the form of Exhibit D attached hereto; (iii) the Natural Gas Liquids Supply Agreement substantially in the form of Exhibit G-1; (iv) the Natural Gas Liquids Sales Agreement substantially in the form of Exhibit G-2; (v) the Petroleum Coke Marketing Services Agreement substantially in the form of Exhibit G-3; (vi) the Term Petroleum Intermediates and signatures Blendstocks Agreement substantially in the form of Exhibit G-4; (vii) the Term Petroleum Crude Oil Agreement substantially in the form of Exhibit G-5; (viii) the Term Petroleum Intermediates and Blackoils Agreement substantially in the form of Exhibit G-6; (ix) the Term Petroleum Product Agreement substantially in the form of Exhibit G-7; (x) the Product Purchase Agreement substantially in the form of Exhibit G-8; and (xi) the Railcar Lease Agreement substantially in the form of Exhibit H. (e) All of the officers transactions identified in this Section 5 shall occur simultaneously, and none shall be deemed completed until all are completed. Unless otherwise expressly provided for herein, all transfers of Purchaser authorized assets and liabilities, as well as all other actions related to sign this Agreement and the documents Closing, shall be deemed to be delivered hereunderhave occurred at 12:01 a.m., Central Time, on the Closing Date.

Closing. 2.1 (a) The sale and purchase of the Purchased Assets and the assumption of the Assumed Liabilities contemplated by this Agreement shall take place at a closing (the “Closing”) to be held at the offices of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ LLP, counsel to Buyer, located at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, at 10:00 A.M. on a date no later than the third (3rd) Business Day following the satisfaction or, to the extent permitted by applicable Law, waiver of all conditions to the obligations of the parties set forth in Article VII (other than such conditions as may, by their terms, only be satisfied at the Closing or on the Closing Date), or at such other place or at such other time or on such other date as the Seller and the Buyer mutually may agree in writing. The day on which the Closing takes place is referred to as the “Closing Date”. (b) At the Closing, the Seller shall deliver or cause to be delivered to the Buyer the following documents: (i) a ▇▇▇▇ of sale for the Purchased Assets, substantially in the form of Exhibit A (the “▇▇▇▇ of Sale”), duly executed by the Seller; (ii) a counterpart of the Assumption Agreement, substantially in the form of Exhibit B (the “Assumption Agreement”), duly executed by the Seller; (iii) an instrument of assignment of Seller Intellectual Property, substantially in the form of the Trademark Assignment attached hereto as Exhibit C-1 and the Patent Assignment attached hereto as Exhibit C-2 (the “Assignment of Intellectual Property”) and such other instruments of assignment of Seller Intellectual Property as required to transfer such Seller Intellectual Property in local jurisdictions, each duly executed by the Seller; (iv) an instrument of assignment of all leases relating to the Leased Real Property, substantially in the form of Exhibit D (the “Assignment of Leases”), duly executed by the Seller; (v) an instrument of assignment of Seller Contracts, substantially in the form of Exhibit E (the “Assignment of Contracts”), duly executed by the Seller; (vi) a counterpart of the Escrow Agreement, substantially in the form of Exhibit F (the “Escrow Agreement”), duly executed by the Seller and the Escrow Agent; (vii) a counterpart of the Transition Services Agreement, substantially in the form of Exhibit G, duly executed by the Seller; (viii) duly executed Key Employee Agreements; as to the Key Employee Agreement to be entered into with the employee based in Germany, the Key Employee Agreement shall include a waiver by the relevant employee regarding such Key Employee’s right to object to the transfer of its employment pursuant to section 613a paragraph 6 of the German Civil Code; (ix) evidence, reasonably satisfactory to Buyer, that, prior to the Closing, the Seller has obtained the third party consents and/or waivers required to sell and assign pursuant to this Agreement the Contracts listed on Schedule 7.3(b); (x) certified copies of the certificate of incorporation and bylaws of the Seller; (xi) certified resolutions of the Board of Directors of the Seller authorizing the transactions contemplated by this Agreement and the Ancillary Agreements; (xii) a duly executed certificate of the “Closing”) shall take place simultaneously with secretary of the execution Seller as to incumbency and specimen signatures of officers of the Seller executing this Agreement and the Ancillary Agreements; (xiii) a duly executed certificate of an executive officer of the Seller certifying the fulfillment of the conditions set forth in Section 7.3(a) ; (xiv) an opinion of counsel for the Seller, dated the Closing Date, substantially in the form of Exhibit H; and (xv) such other bills of sale, assignments and other instruments of assignment, transfer or conveyance, in form and substance reasonably satisfactory to the Buyer, as the Buyer may reasonably request or as may be otherwise necessary or desirable to evidence and effect the sale, assignment, transfer, conveyance and delivery of the Purchased Assets to the Buyer and to put the Buyer in actual possession or control of the Purchased Assets, duly executed by the parties heretoSeller. 2.2 (c) At the Closing, Seller the Buyer and/or Parent shall deliver or cause to Purchaser be delivered to the followingSeller the following documents: (i) a signed counterpart to this of the Assumption Agreement, duly executed by the Buyer; (ii) a membership interest power conveying counterpart of the Interests to PurchaserEscrow Agreement, duly executed by the Buyer; (iii) a signed counterpart of the Assignment and Assumption Transition Services Agreement, duly executed by the form of which is attached hereto as Exhibit A, related to the assignment and assumption of the Assumed Note (the “Assignment and Assumption Agreement”)Buyer; (iv) certified copies of all consents, approvals, waivers the certificate of incorporation and authorizations referred to in Section 4.2 hereofbylaws of the Buyer; (v) a signed counterpart certified resolutions of the Amendment, Board of Directors of the form of which is attached hereto as Exhibit B; andBuyer authorizing the transactions contemplated by this Agreement and the Ancillary Agreements; (vi) a duly executed certificate of the Secretary or Assistant Secretary (or equivalent officer) secretary of Seller certifying the Buyer as to (i) the resolutions incumbency and specimen signatures of officers of the board Buyer executing this Agreement and the Ancillary Agreements; (vii) a duly executed certificate of directors an executive officer of the Buyer certifying the fulfillment of the conditions set forth in Section 7.2(a); and (or equivalent managing bodyviii) of such other documents and instruments, in form and substance reasonably satisfactory to the Seller, as the Seller may reasonably request or as may be otherwise necessary or desirable to evidence and effect the assumption by the Buyer of the Assumed Liabilities, duly adopted executed by the Buyer. (d) At the Closing, the Seller shall cause the Italian Selling Subsidiary, and the Buyer shall cause the Italian Purchasing Subsidiary, to execute and deliver the Deed of Transfer (as defined in effectthe Addendum), which authorize subject to the execution, delivery and performance conditions contained in Section 7.3(f) of this Agreement and in the transactions contemplated hereby, and (ii) the names and signatures of the officers of Seller authorized to sign this Agreement and the documents to be delivered hereunderAddendum. 2.3 (e) At the Closing, Purchaser the Seller shall deliver to Seller (i) a signed counterpart to this Agreement; (ii) a signed counterpart of cause the Assignment and Assumption Agreement; (iii) Copies of all consentsGerman Selling Subsidiary, approvals, waivers and authorizations referred to in Section 3.2 hereof; (iv) a signed counterpart of the Amendment; and (v) A certificate of the Secretary or Assistant Secretary (or equivalent officer) of Purchaser certifying as to (i) the resolutions of the board of directors (or equivalent managing body) of Purchaser, duly adopted and in effect, which authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby, and (ii) Buyer shall cause the names and signatures of the officers of Purchaser authorized to sign this Agreement and the documents German purchasing entity to be delivered hereunderincorporated, the “German Purchasing Subsidiary”), to execute and deliver the German Asset Purchase Agreement attached hereto as Exhibit J (the “German Asset Purchase Agreement”).

Closing. 2.1 The closing purchase of the transactions contemplated Issued Shares by this Agreement the Investor and the issuance of the Issued Shares by the Company shall take place remotely, via the exchange of documents and signatures on the date hereof, or at such other time and place as the Company and the Investor mutually agree upon orally or in writing (including via e-email) (the “Closing”) shall take place simultaneously with the execution of this Agreement by the parties hereto. 2.2 ). At the Closing, Seller the following transactions shall occur, which transactions shall be deemed to take place simultaneously and no transaction shall be deemed to have been completed or any document delivered until all such transactions have been completed and all required documents delivered: 2.1. The Company shall deliver to Purchaser the followingInvestor the following documents: 2.1.1. Copies of the Unanimous Written Resolutions and consents of the Company’s shareholders in the form attached as Schedule 2.1.1A hereto, by which, inter alia (i) a signed counterpart to the execution, delivery and performance by the Company of this Agreement; , including for avoidance of doubt the issuance of the Purchased Shares, and all exhibits and appendices attached thereto (collectively, the “Transaction Documents”) and the transactions contemplated thereunder shall be approved; (ii) a membership interest power conveying the Interests to Purchaser; Articles of Association of the Company shall be replaced with the Amended and Restated Articles of Association attached as Schedule 2.1.1B hereto (the “Amended Articles”); and (iii) a signed counterpart each of the Assignment shareholders of the Company shall waive any anti-dilution rights, preemptive rights, veto rights, rights of first refusal or the like, and Assumption any other right to receive shares or other securities of the Company (to the extent such rights exist), in connection with the transactions contemplated hereunder; 2.1.2. Copies of Unanimous Written Resolutions of the Board of Directors of the Company (the “Board”) in the form attached as Schedule ‎2.1.2 hereto, by which, inter alia (i) the execution, delivery and performance by the Company of the Transaction Documents, and the transactions contemplated hereby and thereby shall be approved; (ii) the sale, issuance and allotment to the Investors of the Purchased Shares; and (iv) the recommendation to the Shareholders of the Company to approve the replacement of the Articles of Association of the Company with the Amended Articles; 2.1.3. ▇▇▇▇▇▇▇ executed share certificates covering the Issued Shares, issued in the name of the Investor, in the form attached hereto as Schedule ‎2.1.3; 2.1.4. A Compliance Certificate in the form attached hereto as Schedule ‎2.1.4, duly executed by the Chief Executive Officer of the Company and dated as of the Closing, confirming and certifying that the representations and warranties set forth in Section ‎4 of this Agreement are true and correct as of the date hereof and through the Closing, and that the Company has performed and complied with all of its covenants, agreements, and undertakings set forth herein. 2.1.5. An Opinion of Counsel of Weksler & Co., counsel to the Company, in the forms attached hereto as Schedule ‎‎1.1.1, and which is dated as of the Closing; 2.1.6. A letter addressed to the Investor and signed by Psyga Bio Ltd. in the form attached hereto as Schedule 2.1.6; 2.1.7. A letter addressed to the Investor and signed by Nidra Logic Ltd. in the form attached hereto as Schedule 2.1.7; 2.1.8. A letter addressed to the Investor and signed by ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (▇▇▇▇) ▇▇▇▇▇ in connection with his shares in Cavnox Ltd. in the form attached hereto as Schedule 2.1.8; 2.1.9. A letter addressed to the Investor and signed by Cavnox Ltd. in the form attached hereto as Schedule 2.1.9; 2.1.10. A letter addressed to the Investor and signed by Cannasoul in the form attached hereto as Schedule 2.1.10. 2.1.11. ▇▇▇▇ executed addendums and letter between the Company and its subsidiaries and the Technion Research Development Fund Ltd., in the forms attached hereto as Schedule 2.1.11(i), Schedule 2.1.11(ii) and Schedule 2.1.11(iii); 2.1.12. At the Closing, the Company shall receive a duly executed copy of a director appointment letter from the Investor, in the form attached hereto as Schedule 2.1.12. 2.1.13. The Company’s budget attached hereto as Schedule 2.1.13 (the “Budget”) shall have been approved by the Board. 2.1.14. The Initial Convertible Note duly executed by the Company. 2.2. The Company shall register the allotment of the Issued Shares to the Investor in its shareholders register and deliver a copy to the Investor, in the form attached as Schedule ‎2.2 hereto. 2.3. The Company, the Investor and certain other shareholders of the Company shall execute and deliver the Amended and Restated Investors’ Rights Agreement, the form a copy of which is attached hereto as Exhibit A, related to the assignment and assumption of the Assumed Note Schedule 2.3 (the “Assignment and Assumption Investors’ Rights Agreement”);. (iv) copies of all consents, approvals, waivers 2.4. The Investor and authorizations referred to the Company shall execute and deliver a Research and Collaboration Agreement in Section 4.2 hereof; (v) a signed counterpart of the Amendment, the form of which is attached hereto as Exhibit B; andSchedule 2.4 (the “Collaboration Agreement”). (vi) a certificate of 2.5. The Investor shall transfer the Secretary or Assistant Secretary (or equivalent officer) of Seller certifying as to (i) the resolutions of the board of directors (or equivalent managing body) of Seller, duly adopted and in effect, which authorize the execution, delivery and performance of this Agreement Investment Amount and the transactions contemplated herebyConvertible Note Amount to the Company's bank account detailed in Schedule ‎2.3 hereto, and (ii) the names and signatures of the officers of Seller authorized to sign this Agreement and the documents to be delivered hereunderin immediately available funds. 2.3 At the Closing, Purchaser shall deliver to Seller (i) a signed counterpart to this Agreement; (ii) a signed counterpart of the Assignment and Assumption Agreement; (iii) Copies of all consents, approvals, waivers and authorizations referred to in Section 3.2 hereof; (iv) a signed counterpart of the Amendment; and (v) A certificate of the Secretary or Assistant Secretary (or equivalent officer) of Purchaser certifying as to (i) the resolutions of the board of directors (or equivalent managing body) of Purchaser, duly adopted and in effect, which authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby, and (ii) the names and signatures of the officers of Purchaser authorized to sign this Agreement and the documents to be delivered hereunder.

Closing. 2.1 5.1. The closing of the transactions contemplated by this Agreement transaction (the “"Closing”") shall take place simultaneously with the execution of this Agreement by occur on November 27, 1996 or on such sooner date as the parties heretomay agree upon in writing (as the case may be, the "Closing Date") at 10:00 a.m. at the offices of Sellers' counsel, Wachtell, Lipton, ▇▇▇▇▇ & ▇▇▇▇, ▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇. 2.2 5.2. At the Closing, Seller Sellers shall deliver to Purchaser the following: (ia) a signed counterpart Special or limited warranty deeds conveying fee simple title to this Agreementeach of the Properties other than the Statesville Property, and an assignment of the Statesville Ground Lease and all of Sellers' other interests in the Statesville Property subject only to the Permitted Exceptions; (iib) a membership interest power Bills of sale conveying the Interests to Purchaser; Personalty and Inventory, containing special or limited warranties of title (iii) a signed counterpart but no warranties of the Assignment and Assumption Agreement, the form of which is attached hereto as Exhibit A, related to the assignment and assumption of the Assumed Note (the “Assignment and Assumption Agreement”any other kind); (ivc) copies An assignment of Sellers' interests in and to all consentsContracts, approvalsPermits, waivers Intangible Rights and authorizations referred warranties and guarantees relating to the condition of the Premises (in Section 4.2 hereofeach case, to the extent legally assignable), without any representations or warranties contained therein; (vd) a signed counterpart Originals of the AmendmentContracts and Permits, to the form extent in Sellers' Possession; (e) A certificate of Sellers dated as of the Closing that Sellers are not foreign persons or corporations within the meaning of Sections 1445 and 7701 of the Internal Revenue Code (the "IRC"); (f) An affidavit of title reasonably satisfactory to Purchaser's title insurance company to enable such title insurance company to issue to Purchaser a title insurance policy for the Properties without exception for mechanics' or materialmens' or other statutory liens or for the rights of parties in possession other than temporary hotel patrons; (g) Evidence of Sellers' due formation, good standing in Delaware, qualification to do business in the respective States in which is attached hereto as Exhibit BSellers do business, and authority to consummate the transactions contemplated hereby; (h) Originals of documents included in the definition of "Intangible Rights", to the extent in Sellers' possession; (i) An estoppel certificate from the ground lessor under the Statesville Ground Lease, if obtained pursuant to Section 3.11; (j) Estoppel and comfort letters from the franchisors under the Franchise Agreements, if obtained pursuant to Section 3.5; and (vik) a certificate Such other instruments as are customarily executed by Sellers to effectuate the sale of property similar to the Secretary Premises, provided that this subpart (k) shall not require Sellers to incur expenses, liabilities or Assistant Secretary (obligations in excess of those provided for elsewhere in this Agreement. At the Closing, Sellers shall also bond or equivalent officer) pay off any mortgages, mechanics' liens, monetary judgments or delinquent real estate taxes which encumber any Property. None of Seller certifying Sellers' conveyance documents shall have general warranties of title or any other representations or warranties except as to (i) the resolutions of the board of directors (or equivalent managing body) of Seller, duly adopted and in effect, which authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby, and (ii) the names and signatures of the officers of Seller authorized to sign this Agreement and the documents to be delivered hereunderspecifically provided above. 2.3 5.3. At the Closing, Purchaser shall deliver to SellerSellers the following: (ia) a signed counterpart The sum of Fifty-Three Million Five Hundred Thousand and NO/100 Dollars ($53,500,000), plus the Stock Price Adjustment Amount, if any (and Purchaser shall also cause Escrow Agent to this Agreementdeliver to Sellers the Escrow Deposit); (iib) Certificates (bearing a signed counterpart restrictive legend, which legend ▇▇▇▇▇▇ shall remove following registration of the Assignment and Assumption Agreement; (iii) Copies of all consents, approvals, waivers and authorizations referred to in Section 3.2 hereof; (iv) a signed counterpart of the Amendment; and (v) A certificate of the Secretary or Assistant Secretary (or equivalent officer) of Purchaser certifying Shares as to (i) the resolutions of the board of directors (or equivalent managing body) of Purchaser, duly adopted and in effect, which authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby, and (ii) the names and signatures of the officers of Purchaser authorized to sign this Agreement and the documents to be delivered hereunder.under

Closing. 2.1 (a) The closing of the transactions contemplated by this Agreement (the “Closing”) Closing shall take place simultaneously with on the execution Closing Date at the offices of ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, in St. Louis, Missouri, or at such other place as the Parties may agree in writing. In lieu of a physical Closing, the Parties agree that all documents required for Closing may be exchanged electronically at the Closing, and that documents so exchanged shall be binding on the Parties for all purposes. For all purposes under this Agreement by Agreement, the parties heretoClosing shall be effective as of the Effective Time. 2.2 At (b) Subject to the terms and conditions in this Agreement, at the Closing, Seller shall deliver deliver, or cause to Purchaser the followingbe delivered, to Buyer: (i) a signed counterpart to this Agreement[Intentionally Omitted]; (ii) a membership interest power conveying the Interests to Purchaser▇▇▇▇ of Sale, duly executed by Seller; (iii) a signed counterpart of the Assignment and Assumption Trademark License Agreement, the form of which is attached hereto as Exhibit A, related to the assignment and assumption of the Assumed Note (the “Assignment and Assumption Agreement”)duly executed by Seller; (iv) copies of all consentsthe Intellectual Property License Agreement, approvals, waivers and authorizations referred to in Section 4.2 hereofduly executed by Seller; (v) a signed counterpart one or more assignment agreements providing for transfer of the AmendmentTransferred Intellectual Property to the Buyer and/or its Affiliates, in the form of which is attached hereto as Exhibit BD (the “Intellectual Property Assignment Agreements”), duly executed by Seller; (vi) the BEA Termination Agreement, duly executed by Seller; (vii) the Second Amended and Restated Formulation Agreement, duly executed by Seller; (viii) each Letter of Authorization, duly executed by Seller; (ix) a non-foreign person affidavit in form and substance satisfactory to the Buyer that complies with the requirements of Section 1445 of the Code, duly executed by The Scotts Miracle-Gro Company; (x) a properly executed and completed IRS Form W-9 from Seller; and (vixi) a certificate of the Secretary such other documents, certificates or Assistant Secretary (or equivalent officer) of Seller certifying instruments as to (i) the resolutions of the board of directors (or equivalent managing body) of Seller, duly adopted and in effect, which authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby, and (ii) the names and signatures of the officers of Seller authorized to sign this Agreement and the documents to be delivered hereunderBuyer may reasonably request. 2.3 At (c) Subject to the terms and conditions in this Agreement, at the Closing, Purchaser Buyer shall deliver deliver, or cause to be delivered, to Seller: (i) a signed counterpart to this Agreement[Intentionally Omitted]; (ii) a signed counterpart of the Assignment and Assumption Trademark License Agreement, duly executed by Buyer; (iii) Copies of all consentsthe Intellectual Property License Agreement, approvals, waivers and authorizations referred to in Section 3.2 hereofduly executed by Buyer; (iv) a signed counterpart the BEA Termination Agreement, duly executed by Buyer; (v) the Second Amended and Restated Formulation Agreement, duly executed by Buyer; (vi) the Intellectual Property Assignment Agreements, duly executed by Buyer or one or more of the Amendmentits Affiliates, as appropriate; and (vvii) A certificate such other documents, certificates or instruments as Seller may reasonably request. (d) Following the Closing, Buyer shall deliver payments in respect of the Secretary or Assistant Secretary (or equivalent officer) of Purchaser certifying as to (i) the resolutions of the board of directors (or equivalent managing body) of Purchaser, duly adopted and in effect, which authorize the execution, delivery and performance of this Agreement Purchase Price and the transactions contemplated hereby, and (ii) Final Inventory Value to Seller on the names and signatures of the officers of Purchaser authorized to sign this Agreement and the documents to be delivered hereunderPayment Date in accordance with Section 2.6.

Closing. 2.1 a. The closing consummation of the transactions contemplated by this Agreement purchase and sale of the Property (the “"Closing”") shall take place simultaneously with at a time and place and on a date, all of which shall be mutually agreed upon in writing (the execution "Closing Date") no later than the Close of this Agreement Business on February 28, 2006, and the Consideration must have been received by the parties hereto1:00 p.m. Texas time. 2.2 b. At the Closing, Seller shall deliver to Purchaser (or to the Title Company in escrow for delivery to Purchaser upon consummation of the purchase and sale provided for herein) the following: i A Special Warranty Deed for the Land (ithe "Deed") a signed counterpart to this Agreement; (ii) a membership interest power conveying the Interests to Purchaser; (iii) a signed counterpart of the Assignment and Assumption Agreement, executed by Seller in the form of which is attached hereto as Exhibit AC (adjusted for state law changes for Land in states other than Texas), related but properly completed in accordance with this Agreement, duly acknowledged and in form for recording, which Deed shall convey to Purchaser good, indefeasible and insurable fee simple title to the Land, free and clear of all liens, encumbrances, covenants, conditions, restrictions, right-of-ways, easements and other matters affecting title, except for the Permitted Exceptions; ii A ▇▇▇▇ of sale and assignment and assumption of the Assumed Note (the “Assignment and Assumption Agreement”); (iv"▇▇▇▇ of Sale") copies of all consentsduly executed by Seller, approvals, waivers and authorizations referred to in Section 4.2 hereof; (v) a signed counterpart of the Amendment, the form of which is attached hereto as Exhibit B; and D, but properly completed in accordance with this Agreement, conveying to Purchaser (vi) a certificate of the Secretary or Assistant Secretary (or equivalent officer) of Seller certifying as to (iA) the resolutions of Personalty; (B) the board of directors assignable Warranties, if any; (or equivalent managing bodyC) of Sellerthe Plans, duly adopted and in effect, which authorize the execution, delivery and performance of this Agreement and the transactions contemplated herebyPermits, and Intangibles; (iiD) the names Leases (together with any security deposits); and signatures of (E) Seller’s interest under the officers of Seller authorized to sign this Agreement and the documents Property Agreements (other than Rejected Agreements) to be delivered assigned to Seller hereunder. 2.3 At the Closing, Purchaser shall deliver to Seller (i) a signed counterpart to this Agreement; (ii) a signed counterpart of the Assignment ; all free and Assumption Agreement; (iii) Copies clear of all consents, approvals, waivers liens and authorizations referred to in Section 3.2 hereofencumbrances except for the Permitted Exceptions; (iv) a signed counterpart of the Amendment; and (v) A certificate of the Secretary or Assistant Secretary (or equivalent officer) of Purchaser certifying as to (i) the resolutions of the board of directors (or equivalent managing body) of Purchaser, duly adopted and in effect, which authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby, and (ii) the names and signatures of the officers of Purchaser authorized to sign this Agreement and the documents to be delivered hereunder.

Closing. 2.1 (a) The closing Closing will take place at the offices of legal counsel to the Corporation, or such other location or in such other manner as the Corporation and the Holder may agree, at the Closing Time. (b) As at Closing Time, the Holder shall deliver, or cause to be delivered, to the Corporation: (i) payment of the transactions contemplated by this Agreement Principal; (ii) a certificate from an officer of the “Closing”Holder, for and on behalf of the Holder, certifying that the conditions set forth in Section 6.2(a) shall take place simultaneously with have been satisfied; (iii) the execution of this Agreement Bond duly executed by the parties heretoHolder; (iv) the Royalty duly executed by the Holder; and (v) the Investment Agreement duly executed by the Holder; (vi) such other documentation as the Corporation may reasonably request in form and substance satisfactory to each of the Corporation and the Holder, acting reasonably. 2.2 (c) At the ClosingClosing Time, Seller the Corporation shall deliver deliver, or cause to Purchaser be delivered, to the followingHolder: (i) a signed counterpart certificate of good standing (or equivalent) issued the Business Day prior to this Agreementthe Closing Date; (ii) a membership interest power conveying certified copies of resolutions of the Interests to Purchaserdirectors of the Corporation approving the execution and delivery of this Agreement and the other Transaction Documents; (iii) a signed counterpart certificate from an officer of the Assignment Corporation, for and Assumption Agreement, the form of which is attached hereto as Exhibit A, related to the assignment and assumption on behalf of the Assumed Note (Corporation, certifying that the “Assignment conditions set forth in Section 6.3(a) and Assumption Agreement”)Section 6.3(b) have been satisfied; (iv) copies of all consents, approvals, waivers and authorizations referred to in Section 4.2 hereofthe Bond duly executed by the Corporation; (v) a signed counterpart the Warrant duly executed by the Corporation; (vi) the Royalty duly executed by the Corporation; (vii) the Security duly executed by the Corporation and evidence of registration thereof in the Register of Personal and Movable Real Rights and in the Québec Land Registry; (viii) the Investment Agreement duly executed by the Corporation; (ix) evidence satisfactory to the Holder of the Amendment, conditional acceptance by the form TSXV of the Closing and issuance of the Bond (which is attached hereto as Exhibit Bshall be subject only to customary closing conditions) and the Warrant; and (vix) a certificate such other documentation as the Holder may reasonably request in form and substance satisfactory to each of the Secretary or Assistant Secretary (or equivalent officer) of Seller certifying as to (i) the resolutions of the board of directors (or equivalent managing body) of Seller, duly adopted and in effect, which authorize the execution, delivery and performance of this Agreement Corporation and the transactions contemplated herebyHolder, and (ii) the names and signatures of the officers of Seller authorized to sign this Agreement and the documents to be delivered hereunderacting reasonably. 2.3 At the Closing, Purchaser shall deliver to Seller (i) a signed counterpart to this Agreement; (ii) a signed counterpart of the Assignment and Assumption Agreement; (iii) Copies of all consents, approvals, waivers and authorizations referred to in Section 3.2 hereof; (iv) a signed counterpart of the Amendment; and (v) A certificate of the Secretary or Assistant Secretary (or equivalent officer) of Purchaser certifying as to (i) the resolutions of the board of directors (or equivalent managing body) of Purchaser, duly adopted and in effect, which authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby, and (ii) the names and signatures of the officers of Purchaser authorized to sign this Agreement and the documents to be delivered hereunder.

Closing. 2.1 The closing Closing of the transactions contemplated by purchase and sale of the Securities (the "Closing") pursuant to this Agreement (the “Closing”) shall take place simultaneously with at the execution offices of this Agreement ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, ▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, on April 30, 2006 or, if the conditions to the Closing set forth in Section 11 shall not have been satisfied on such date, as soon as possible thereafter, but in no event later than three Business Days after the satisfaction or waiver of the conditions set forth in Section 11, commencing at 10:00 A.M., Eastern Time, or at such other date, time or place as may be agreed to by Buyer and the parties hereto. 2.2 Sellers' Representative (the "Closing Date"). At the Closing, Seller in addition to the other actions contemplated elsewhere herein: (a) Each Stockholder shall deliver to Purchaser the followingBuyer: (i) a signed counterpart to this Agreementcertificates representing all of the Shares owned by such Stockholder, duly endorsed for transfer or with stock powers affixed thereto executed in blank in proper form for transfer; (ii) for each Stockholder, a membership interest power conveying certificate, dated the Interests Closing Date and signed by such Stockholder (or by the Sellers' Representative on behalf of such Stockholder), certifying as to PurchaserSection 11.1(a) (as to such Stockholder); and (iii) the other documents and agreements to which such Stockholder is a party and required to be delivered pursuant to Section 11.1. (b) Each Warrantholder shall deliver to Buyer an instrument of transfer with respect to all Warrants owned by such Warrantholder (which may be a single instrument for all Warrants owned by all Warrantholders), duly executed by each Warrantholder, which instrument of transfer shall be in form and substance reasonably satisfactory to Buyer and which, collectively, shall be effective with respect to all Warrants outstanding on the date hereof. (c) The Company shall: (i) deliver to Buyer a certificate, dated the Closing Date and signed by the Chief Executive Officer of the Company (in his capacity as such), certifying as to Sections 11.1(c) and (e) (as to the Company); (ii) deliver to Buyer accurate and complete copies of the Company's and each Retained Subsidiary's certificate or articles of incorporation and bylaws (or corresponding organizational documents), and all amendments thereof to date, certified as of a recent date by the Secretary of State or corresponding certifying authority of each such entity's respective jurisdiction of organization and by the Secretary or an Assistant Secretary of each such entity (in his or her capacity as such); (iii) deliver to Buyer certificates of good standing of a signed counterpart recent date for the Company and each Retained Subsidiary, certified as of a recent date by the Secretary of State or corresponding certifying authority of each such entity's respective jurisdiction of organization and of each state in which such entities are qualified to do business as set forth in Section 4.1 of the Assignment and Assumption Agreement, the form of which is attached hereto as Exhibit A, related to the assignment and assumption of the Assumed Note (the “Assignment and Assumption Agreement”)Disclosure Schedule; (iv) deliver to Buyer copies of all consents, approvals, waivers and authorizations referred to in Section 4.2 hereof; (v) a signed counterpart of the Amendment, the form of which is attached hereto as Exhibit B; and (vi) a certificate of the Secretary or Assistant Secretary (or equivalent officer) of Seller certifying as to (i) the resolutions of the board of directors (or equivalent managing body) of Seller, duly adopted and in effect, which authorize the Company authorizing the execution, delivery and performance of this Agreement and the transactions contemplated herebyother Company Transaction Documents, and (ii) the names and signatures certified as of the officers Closing Date by the Secretary or an Assistant Secretary of Seller authorized the Company (in each case, in his or her capacity as such); (v) deliver to sign this Agreement Buyer the original corporate seals, minute books and stock transfer and record books of the Company and each Retained Subsidiary as they exist on the Closing Date; and (vi) deliver to Buyer the other documents and agreements required to be delivered hereunderpursuant to Section 11.1. 2.3 At the Closing, Purchaser shall deliver to Seller(d) Each Guarantor shall: (i) deliver to Buyer a certificate, dated the Closing Date and signed counterpart by the Chief Executive Officer or President of such Guarantor (or Person performing a similar function for such Guarantor) (in his or her capacity as such), certifying as to this Agreement;Section 11.1(d) and (e) (as to such Guarantor) ; and (ii) a signed counterpart deliver to Buyer copies of the Assignment and Assumption Agreement; (iii) Copies of all consents, approvals, waivers and authorizations referred to in Section 3.2 hereof; (iv) a signed counterpart of the Amendment; and (v) A certificate of the Secretary or Assistant Secretary (or equivalent officer) of Purchaser certifying as to (i) the resolutions of the board of directors (or equivalent managing body) of Purchaser, duly adopted and in effect, which authorize such Guarantor authorizing the execution, delivery and performance of this Agreement Agreement, certified as of the Closing Date by the Secretary or Assistant Secretary of the Company (in his or her capacity as such). (e) Buyer shall deliver from the Aggregate Cash Proceeds, as contemplated by Section 2.1(c), (i) by wire transfer to Citibank N.A. or another escrow agent mutually acceptable to Buyer and the transactions contemplated herebySellers' Representative (the "Escrow Agent") to be held in a separate escrow account (the "General Escrow Account") pursuant to the escrow agreement (the "General Escrow Agreement") substantially in the form attached hereto as Exhibit I (with such changes thereto as the Escrow Agent shall reasonably request), $8,000,000 for the purpose of satisfying any Final Closing Adjustment payable by the Sellers pursuant to Section 2.3(h)(i) and any rights to indemnification by Buyer Indemnified Parties pursuant to Sections 13.1 and 13.2 (the "General Escrow Amount") and (ii) by wire transfer to the names Reserve Account (which account shall be specified by the Sellers' Representative at least two Business Days prior to Closing), an amount equal to the Reserve Amount. (f) Buyer shall deliver to the Sellers' Representative: (i) an amount equal to the Total Purchase Price, minus the amount paid by Buyer from the Aggregate Cash Proceeds, pursuant to Section 2.2(e), by wire transfer of immediately available funds to such account or accounts as shall, at least two Business Days before Closing, be designated by the Sellers' Representative in writing to Buyer; (ii) certificates, dated the Closing Date and signatures signed by the Chief Financial Officer or any Vice President of Buyer (in his or her capacity as such), certifying as to Sections 11.2(a) and (b); (iii) copies of the officers resolutions of Purchaser authorized to sign the board of directors of Buyer, authorizing the execution, delivery and performance by Buyer of this Agreement and the other Buyer Transaction Documents, certified as of the Closing by the Secretary or an Assistant Secretary of Buyer (in his or her capacity as such); and (iv) the other documents and agreements required to be delivered hereunderpursuant to Section 11.2. (g) Buyer shall pay or shall cause the Company to pay the Transaction Expenses specified in the final invoices delivered pursuant to Section 6.8 in the amounts and pursuant to the wiring instructions set forth in such final invoices. Any additional unpaid Transaction Expenses, however arising, shall be paid by the Sellers' Representative on behalf of the Sellers, without contribution from the Company, its Subsidiaries or Buyer. (h) Buyer shall pay or cause to be paid to each holder of indebtedness specified in the Payoff Letters the portion of the Payoff Amount payable to such holder as specified in the applicable Payoff Letter delivered by such holder. (i) Buyer shall pay or cause the Company to pay to ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, as compensation for services rendered to the Company and the stockholders in connection herewith, all amounts due under the Completion Bonus Agreement, by wire transfer of immediately available funds to such account as shall, at least two Business Days before Closing, be designated by ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ in writing.

Closing. 2.1 The closing (a) Subject to the terms and conditions of this Agreement, the sale and purchase of the transactions Acquired Assets and the assumption of the Assumed Liabilities contemplated by this Agreement hereby (the “Closing”) ), shall take place simultaneously with at 10:00 a.m., local time, on or prior to September 30, 2002 (the execution “Closing Date”) at the offices of P▇▇▇▇ ▇▇▇▇▇▇▇ LLP located at 2▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, or at such other time, date or place as Seller and Buyer may 2mutually agree upon in writing; provided, however, that prior to the Closing all of the conditions in Articles V and VI of this Agreement by shall have been satisfied or waived, as the parties heretocase may be. 2.2 (b) At the Closing, Seller shall deliver to Purchaser the followingBuyer, each in form satisfactory to counsel for Buyer: (i) a signed counterpart to this Agreementduly executed B▇▇▇ of Sale covering the Acquired Assets; (ii) a membership interest power conveying duly executed Assignment and Assumption Agreement relating to the Interests to PurchaserAssumed Liabilities; (iii) a signed counterpart of the Assignment and Assumption Agreement, the form of which is attached hereto as Exhibit A, related an assignment with respect to the assignment trade names and assumption of the Assumed Note trademarks listed in Schedule 2.12 (the “Assignment and Assumption AgreementTrademark Assignment”), duly executed by FCS; (iv) copies of all consents, approvals, waivers and authorizations referred a duly executed assignment with respect to copyrights listed in Section 4.2 hereofSchedule 2.12 (the “Copyrights Assignment”); (v) a signed counterpart license agreement (the “Trademark License Agreement”) pursuant to which FCS shall grant to Buyer a non-exclusive, non-transferable royalty-free license to use the brand name and trademark “FAS-N-IT” for a period of 24 months solely on packaged goods, packaging materials and signage included in the AmendmentAcquired Assets, the form of which is attached hereto as Exhibit B; andduly executed by FCS; (vi) a technology and patent license agreement (the “Patent License Agreement”) granting Buyer a non-exclusive, non-transferable license to use FCS’ patent, technology and know-how for blister packaging, duly executed by FCS; (vii) releases, satisfactions or terminations of all mortgages, financing statements or other evidences of liens with respect to the Acquired Assets (except as to those obligations specifically to be assumed by Buyer); (viii) an opinion of counsel to Seller, dated as of the Closing Date, addressed to Buyer and H▇▇▇▇▇ Financial, Inc., as agent for certain lenders of Buyer (“H▇▇▇▇▇”), as to such matters as may be reasonably requested; (ix) certificates of the appropriate officers of Illinois and Tennessee, dated no earlier than the date of this Agreement, certifying that Seller is qualified to do business and is in good standing as a foreign corporation in such state; (x) all licenses, permits, consents, waivers, approvals, and authorizations of such third parties and governmental bodies and agencies which are appropriate or necessary in connection with: (A) the execution and delivery by Seller of this Agreement and the other agreements executed in connection herewith (collectively the “Ancillary Documents”); (B) the consummation by Seller of the transactions contemplated hereby; or (C) the assignment by Seller of the Assumed Contracts set forth in Schedule 1.6(b)(x) (collectively, the “Material Consents”); (xi) the certificate referred to in Section 5.1(c); (A) a copy of the certificate or articles of incorporation, including all amendments thereto, of Seller (the “Seller’s Charter”), certified as of a recent date by the Secretary of State of the jurisdiction of its organization, and a certificate as to the good standing of Seller as of a recent date, from such Secretary of State; and (B) a certificate of the Secretary or Assistant Secretary (or equivalent officer) of Seller certifying dated the Closing Date and certifying: (1) that attached thereto is a true and complete copy of the by-laws of Seller (the “Seller’s By-Laws”) as in effect on the Closing Date and at all times since a date prior to (i) the date of the resolutions described in clause (2) below; (2) that attached thereto is a true and complete copy of the board of directors (or equivalent managing body) of Seller, resolutions duly adopted and in effect, which authorize by the Board of Directors of Seller authorizing the execution, delivery and performance of this Agreement and the transactions contemplated herebyother agreements executed in connection herewith and that such resolutions have not been modified, rescinded or amended and are in full force and effect; (3) that the Seller’s Charter has not been amended since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to clause (A) above; and (ii4) as to the names incumbency and signatures specimen signature of each officer executing this Agreement or any of the officers Ancillary Documents or any other document delivered in connection herewith on behalf of Seller; and (C) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary of Seller authorized executing the certificate pursuant to sign this Agreement and the documents to be delivered hereunder. 2.3 At the Closing, Purchaser shall deliver to Seller clause (iB) a signed counterpart to this Agreementabove; (iiA) a signed counterpart copy of the Assignment certificate or articles of incorporation, including all amendments thereto, of FCS (the “FCS’ Charter”), certified as of a recent date by the Secretary of State of the jurisdiction of its organization, and Assumption Agreement; a certificate as to the good standing of FCS as of a recent date, from such Secretary of State; and (iii) Copies of all consents, approvals, waivers and authorizations referred to in Section 3.2 hereof; (ivB) a signed counterpart of the Amendment; and (v) A certificate of the Secretary or Assistant Secretary of FCS dated the Closing Date and certifying: (or equivalent officer1) that attached thereto is a true and complete copy of Purchaser certifying the by-laws of FCS as in effect on the Closing Date and at all times since a date prior to (i) the date of the resolutions described in clause (2) below; (2) that attached thereto is a true and complete copy of the board of directors (or equivalent managing body) of Purchaser, resolutions duly adopted and in effect, which authorize by the Board of Directors of FCS authorizing the execution, delivery and performance of this Agreement and the transactions other agreements executed in connection herewith and that such resolutions have not been modified, rescinded or amended and are in full force and effect; (3) that FCS’ Charter has not been amended since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to clause (A) above; and (4) as to the incumbency and specimen signature of each officer executing this Agreement or any of the Ancillary Documents or any other document delivered in connection herewith on behalf of FCS; and (C) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary of FCS executing the certificate pursuant to clause (B) above; (xiv) a duly executed Excluded Inventory Certificate (as defined in Section 1.9(a)); (xv) a duly executed special warranty deed, conveying to Buyer the Real Property in fee simple, subject only to the “Permitted Exceptions” which are set forth listed in Schedule 1.6(b)(xv); (xvi) a duly executed affidavit of title dated as of the Closing Date; (xvii) a duly executed affidavit sworn by an officer of Seller to the effect that Seller is not a “foreign person” as that term is defined in Section 1445(f)(3) of the Internal Revenue Code of 1986, as amended, which affidavit shall be in such form as may be prescribed by federal regulations; (xviii) all documents and instruments reasonably required by the title company to issue an owner’s title policy in favor of Buyer related to the Real Property including, without limitation, an ALTA Extended Coverage or similar statement and a Gap Undertaking, subject to the “Permitted Exceptions” which are set forth listed in Schedule 1.6(b)(xv); (xix) a duly executed assignment of sublease, in a form satisfactory to Buyer; (xx) acknowledgements to the assignment of sublease, in a form satisfactory to Buyer, duly executed by each of Parkside Warehouse, Inc., T▇▇▇▇▇ Partnership and Bank One, Illinois, National Association; and (xxi) such other documents and instruments as shall be required to consummate the transaction contemplated herebyhereunder. (c) At the Closing, and Buyer shall deliver to Seller, each in form satisfactory to counsel for Seller: ` (i) the Purchase Price referred to in Section 1.3 in the manner set forth therein; (ii) duly executed counterparts of those documents referred to in Sections 1.6(b)(ii), (iii), (iv), (v) and (vi); (iii) the names and signatures certificate referred to in Section 6.1(c); (iv) an opinion of counsel to Buyer, dated as of the officers Closing Date, addressed to Seller, as to such matters as may be reasonably requested; (A) a copy of Purchaser authorized the certificate or articles of incorporation, including all amendments thereto, of Buyer (the “Buyer’s Charter”), certified as of a recent date by the Secretary of State of the jurisdiction of its organization, and a certificate as to sign the good standing of Buyer as of a recent date, from such Secretary of State; and (B) a certificate of the Secretary or Assistant Secretary of Buyer dated the Closing Date and certifying: (1) that attached thereto is a true and complete copy of the by-laws of Buyer (the “Buyer’s By-Laws”) as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (2) below; (2) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors of Buyer authorizing the execution, delivery and performance of this Agreement and the other agreements executed in connection herewith and that such resolutions have not been modified, rescinded or amended and are in full force and effect; (3) that the Buyer’s Charter has not been amended since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to clause (A) above; and (4) as to the incumbency and specimen signature of each officer executing this Agreement or any of the Ancillary Documents or any other document delivered in connection herewith on behalf of Buyer; and (vi) such other documents and instruments as shall be required to be delivered consummate the transaction contemplated hereunder.

Closing. 2.1 The closing DELIVERIES Seller shall have delivered to PRGI each of the following, together with any additional items which PRGI may reasonably request to effect the transactions contemplated herein: (a) possession of the Purchased Assets; (b) intentionally omitted; (c) intentionally omitted; (d) the Bill ▇▇ Sale, the Assignment and Assumption Agreement and the other instruments of transfer as shall be reasonably required by this Agreement PRGI for the transfer to PRGI of all of Seller's right, title and interest to the Purchased Assets free and clear of all claims, liens, encumbrances, security interests and similar interests of any kind or nature whatsoever, including, without limitation, releases of any and all such claims, liens, encumbrances, security interests and similar interests with respect to the Purchased Assets; (e) the “Closing”) shall take place simultaneously with the execution of this Agreement Indemnity Escrow Agreement, duly executed by the parties Seller and the Representative, as nominee and attorney-in-fact of Seller, together with blank stock powers, duly executed by the Representative with medallion level signature guarantee; (f) the Noncompetition and Nonsolicitation Agreements duly executed by Seller; (g) written Seller Consents from all parties, whose consent to the transactions contemplated herein is required; (h) an opinion of counsel to Seller substantially in the form of Exhibit 4.6(h) attached hereto. 2.2 At the Closing, Seller shall deliver to Purchaser the following:; (i) a signed counterpart to this Agreementthe offer letter for employment of the Principal, duly executed by the Principal; (iij) a membership interest power conveying the Interests to PurchaserNonqualified Stock Option Agreement for the Principal, duly executed by the Principal; (iiik) the Lock-up Agreements, duly executed by Seller and the Representative; (l) intentionally omitted; (m) if applicable, the spousal consents, referred to in the RCI Agreement, duly executed by the spouse of Seller; (n) if applicable, Forms UCC-3, duly executed by each secured lender of Seller, releasing all liens on the Purchased Assets; (o) a signed counterpart release of RBA and the Assignment and Assumption Agreement, other Sellers in substantially the form of which is Exhibit 4.6(o) attached hereto as Exhibit Ahereto, related to duly executed by Seller. (p) A Closing Escrow Agreement, duly executed by Seller and the assignment and assumption of the Assumed Note (the “Assignment and Assumption Agreement”)Representative; (iv) copies of all consents, approvals, waivers and authorizations referred to in Section 4.2 hereof; (vq) a signed counterpart of the AmendmentClosing Statement, the form of which is attached hereto as Exhibit Bduly executed by Seller; and (vir) a certificate of the Secretary any other documents or Assistant Secretary (agreements contemplated hereby and/or necessary or equivalent officer) of Seller certifying as appropriate to (i) the resolutions of the board of directors (or equivalent managing body) of Seller, duly adopted and in effect, which authorize the execution, delivery and performance of this Agreement and consummate the transactions contemplated hereby, and (ii) the names and signatures of the officers of Seller authorized to sign this Agreement and the documents to be delivered hereunder. 2.3 At the Closing, Purchaser shall deliver to Seller (i) a signed counterpart to this Agreement; (ii) a signed counterpart of the Assignment and Assumption Agreement; (iii) Copies of all consents, approvals, waivers and authorizations referred to in Section 3.2 hereof; (iv) a signed counterpart of the Amendment; and (v) A certificate of the Secretary or Assistant Secretary (or equivalent officer) of Purchaser certifying as to (i) the resolutions of the board of directors (or equivalent managing body) of Purchaser, duly adopted and in effect, which authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby, and (ii) the names and signatures of the officers of Purchaser authorized to sign this Agreement and the documents to be delivered hereunder.

Closing. 2.1 (a) The closing (the "Closing") of the transactions contemplated by this Agreement (the “Closing”) shall take place at the offices of Kramer, Coleman, Wactlar & L▇▇▇▇▇▇▇▇, 1▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ the date of this Agreement (the "Closing Date"). (b) In consideration of the sale, transfer, conveyance, and assignment of the Transferred Assets by Seller to Buyer at the Closing, and in reliance upon the representations and warranties of Seller made herein, Buyer agrees to assume the Assumed Liabilities in accordance with Section 2.3 and to take the following actions: (i) Make a cash payment to Seller at Closing in the amount of $200,000 and deposit $40,000 with the Escrow Agent pursuant to the Escrow Agreement; and (ii) Cause Parent to issue within 30 days after Closing 20,000 shares of its common stock (the "Shares") to Seller. The issuance of the Shares shall not be registered under any state or federal securities laws. The payments and deliveries contained in Sections 2.6(b) are collectively referred to as the "Purchase Price". (c) At the Closing, and simultaneously with the execution and delivery of this Agreement by Agreement, the parties hereto. 2.2 At the Closing, Seller shall deliver deliver, or cause to Purchaser be delivered, to the Buyer the following: (i) a signed counterpart to this Agreement; (ii) a membership interest power conveying A copy of resolutions duly adopted by Seller and the Interests to Purchaser; (iii) a signed counterpart of the Assignment and Assumption Agreement, the form of which is attached hereto as Exhibit A, related to the assignment and assumption of the Assumed Note (the “Assignment and Assumption Agreement”); (iv) copies of all consents, approvals, waivers and authorizations referred to in Section 4.2 hereof; (v) a signed counterpart of the Amendment, the form of which is attached hereto as Exhibit B; and (vi) a certificate of the Secretary or Assistant Secretary (or equivalent officer) of Seller certifying as to (i) the resolutions of the board of directors (or equivalent managing body) members of Seller, duly adopted and in effect, which authorize authorizing the execution, delivery and performance of this Agreement and the transactions contemplated herebyRelated Agreements to which Seller is a party, and (ii) the names and signatures a certificate of the officers secretary of Seller authorized Seller, dated the Closing Date, to sign this Agreement the effect that such resolutions were duly adopted and are in full force and effect as of the documents to be delivered hereunder. 2.3 At the Closing, Purchaser shall deliver to Seller (i) a signed counterpart to this AgreementClosing Date; (ii) a signed counterpart of the Assignment and Assumption AgreementThe Escrow Agreement duly executed by Seller; (iii) Copies Non-competition Agreements (the "Non-Competition Agreements") in form and substance satisfactory to Buyer duly executed by each of all consents, approvals, waivers Seller and authorizations referred to in Section 3.2 hereofA. S▇▇▇▇▇ ▇▇▇▇▇▇; (iv) A guaranty (the "Guaranty") in form and substance satisfactory to Buyer duly executed by A. S▇▇▇▇▇ ▇▇▇▇▇▇ whereby she guarantees the representations and warranties, liabilities and obligations of Seller under this Agreement and the Related Agreements to which Seller is a signed counterpart of the Amendment; andparty; (v) A certificate registration rights agreement (the "Registration Rights Agreement") related to the Shares; (vi) A duly executed B▇▇▇ of Sale and Assumption Agreement in form and substance satisfactory to Buyer, and any other instruments of transfer necessary to transfer ownership to Buyer of the Secretary or Assistant Secretary Transferred Assets; and (or equivalent officervii) Instruments that shall be effective to transfer to Buyer all of Purchaser certifying as Seller's right, title and interest in and to (i) the resolutions Intellectual Property of Seller included in the board of directors (or equivalent managing body) of Purchaser, duly adopted and Transferred Assets in effect, which authorize form suitable for filing with the execution, delivery and performance of this Agreement and the transactions contemplated hereby, and (ii) the names and signatures of the officers of Purchaser authorized to sign this Agreement and the documents to be delivered hereundernecessary Governmental Authorities.

Closing. 2.1 The closing of the transactions contemplated by this Agreement herein (the “Closing”) shall take place simultaneously with on the execution of this Agreement by Closing Date (the parties hereto. 2.2 “Closing Date”). At the Closing, Seller shall : (a) Sponsor will deliver to Purchaser the following: Investor (i) a signed counterpart SPAC share certificate representing the Transfer Shares, and/or such other documentation sufficient to transfer issue the Transfer Shares to Investor, (ii) an updated Register of Members of SPAC evidencing Investor’s ownership of _______ Transfer Shares, and (iii) an executed consent of a duly authorized officer of SPAC consenting to the transactions set forth in this Agreement; (iib) Investor will deliver to Sponsor a membership interest power conveying letter, addressed to the Interests Escrow Agent and Sponsor, indicating its agreement to Purchaserbe bound by the terms of the Escrow Agreement, in the form of Exhibit B; (iiic) Sponsor will deliver to Investor a signed counterpart certificate executed by a Sponsor senior officer to the effect that all representations and warranties of Sponsor in this Agreement are true and complete in all material respects as of the Assignment Closing Date and Assumption also attaching resolutions of Sponsor’s board of directors authorizing this Agreement, the form transfer of which is attached hereto as Exhibit A, related the Transfer Shares to the assignment and assumption of the Assumed Note (the “Assignment and Assumption Agreement”); (iv) copies of all consents, approvals, waivers and authorizations referred to in Section 4.2 hereof; (v) a signed counterpart of the Amendment, the form of which is attached hereto as Exhibit B; and (vi) a certificate of the Secretary or Assistant Secretary (or equivalent officer) of Seller certifying as to (i) the resolutions of the board of directors (or equivalent managing body) of Seller, duly adopted and in effect, which authorize the execution, delivery and performance of this Agreement Investor and the transactions contemplated hereby, and (ii) the names and signatures of the officers of Seller authorized to sign this Agreement and the documents to be delivered hereunder. 2.3 At the Closing, Purchaser shall deliver to Seller (i) a signed counterpart to this Agreement; (iid) Investor will deliver to Sponsor a signed counterpart certificate executed by an Investor senior officer to the effect that all representations and warranties of Investor in this Agreement are true and complete in all material respects as of the Assignment and Assumption AgreementClosing Date and, if applicable, also attaching resolutions of Investor’s board of directors; (iiie) Copies Investor will execute a joinder to the Letter Agreement executed by the Sponsor and addressed to SPAC and E▇ ▇▇▇▇▇▇, division of all consentsBenchmark Investments, approvalsLLC (the “Letter Agreement”), waivers in substantially the form attached here to as Exhibit C (the “Joinder”) pursuant to which Investor shall agree with the Company to be bound by Sections 3 and authorizations referred 10 of the Letter Agreement with respect to in Section 3.2 hereofthe Transfer Shares and by the terms and provisions of the Registration Rights Agreement as a “Holder” thereunder with respect to the Transfer Shares (upon acquisition thereof) as “Registrable Securities” thereunder; (ivf) a signed counterpart of the Amendment; and (v) A certificate of the Secretary Each party shall execute and deliver such other documents or Assistant Secretary (or equivalent officer) of Purchaser certifying instruments as Sponsor may reasonably request to (i) the resolutions of the board of directors (or equivalent managing body) of Purchaser, duly adopted and in effect, which authorize the execution, delivery and performance of this Agreement and effect the transactions contemplated hereby, and (ii) the names and signatures of the officers of Purchaser authorized to sign this Agreement and the documents to be delivered hereunder.

Closing. 2.1 The (a) Unless extended pursuant to the terms of this Contract, the closing of the transactions contemplated by this Agreement hereunder (the “"Closing”") shall take place simultaneously with at 10:00 a.m. April 7, 1998 (such date, as the execution same may be extended pursuant to the terms of this Agreement Contract, the "Closing Date"), at the offices of Goulston & Storrs, P.C., ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇, or at such other location in Boston, Massachusetts as Buyer shall designate by five (5) business days prior written notice to Seller. If the parties heretoClosing Date shall fall on Saturday, Sunday or holiday, the Closing Date shall automatically be extended to the next business day. 2.2 (b) At the Closing, Seller shall deliver the following documents, reasonably satisfactory in form and substance to Purchaser the followingBuyer and Buyer's counsel properly executed and acknowledged as required: (i) a signed counterpart to this AgreementThe Deed; (ii) a membership interest power conveying the Interests to PurchaserThe ▇▇▇▇ of Sale; (iii) a signed counterpart An original of the an Assignment and Assumption Agreement, Agreement relating to the Leases and Security Deposits (hereinafter defined) in the form of which is attached hereto as Exhibit A, related to the assignment and assumption of the Assumed Note EXHIBIT F (the “Assignment and Assumption Agreement”"Lease Assignment"); (iv) Originals of all Leases, any renewals thereof, all amendments thereto, all guarantees thereof and copies of all consents, approvals, waivers records and authorizations referred to in Section 4.2 hereofcorrespondence relating thereto; (v) a signed counterpart Originals of the AmendmentCom/Energy Research Park Realty Lease, and all amendments thereto, all guarantees thereof; (vi) Originals of all documents evidencing or securing the Loan (the "Loan Documents"); (vii) An original of an Assignment and Assumption Agreement in the form attached hereto as EXHIBIT G relating to those Operating Contracts (as hereinafter defined), if any, which Buyer elects to assume in accordance with the provisions of Article 12(a) (vi) hereof (the "Contract Assignment") and originals of those Operating Contracts so assigned; (viii) Originals or copies in Seller's possession or control of all unexpired warranties, guaranties and operating manuals, if any, with respect to the Property or Leases, including without limitation, any from any contractors, subcontractors, suppliers or materialmen in connection with any construction, repair or alteration of the Improvements, systems or any tenant improvements; (ix) Originals or copies of all land use, environmental, traffic and building permits, licenses, variances and the like relating to the Property in Seller's possession or control and all certificates of occupancy for all of the Improvements which form a part of the Property and all space included within such buildings; (x) A certification of non-foreign status in the form attached hereto as EXHIBIT H; (xi) Evidence satisfactory to Buyer and to Buyer's title insurance company (the "Title Company") that all necessary approvals and/or consents by Seller, Seller's Affiliates and any constituent person of Seller or Seller's Affiliates otherwise required under Seller's or Seller's Affiliates' organizational documents, have been delivered and such other evidence reasonably satisfactory to Buyer and the Title Company of Seller's and Seller's Affiliates authority and the authority of the signatory on behalf of Seller and Seller's Affiliates to convey the Property pursuant to this Contract; (xii) Evidence of termination of all Operating Contracts not being assumed by Buyer; (xiii) Affidavits reasonably sufficient for the Title Company to delete any exceptions for parties in possession (other than tenants under the Leases, as tenants only) and mechanics' or materialmen's liens from the owner's title insurance policy (the "Title Insurance"); (xiv) A certificate restating as of the Closing Date all of Seller's representations and warranties contained herein or to the extent that such representations and warranties are no longer true and correct, a certificate setting forth all exclusions and exceptions to such representations and warranties then known to Seller; (xv) A rent roll certified by Seller as being true and accurate as of the Closing Date to Seller's knowledge; (xvi) An original of a closing statement setting forth the Purchase Price and the closing adjustments and prorations (the "Closing Statement") in form reasonably satisfactory to Buyer and Seller; (xvii) Original tenant notification letters (notifying tenants of the transfer of the Property to Buyer) for each tenant under a Lease or other occupant of any portion of the Property, and original notification letters to all parties to operating and other contracts assigned to Buyer, each in form reasonably satisfactory to Buyer; (xviii) A Designation of Person Responsible for Tax Reporting under Internal Revenue Code Section 6045 in the form of which is EXHIBIT O annexed hereto designating Seller's attorney as the party responsible for making the returns required under Internal Revenue Code Section 6045; (xix) Evidence of payment to all real estate brokers entitled to a fee or commission as a result of the transaction contemplated by this Agreement; (xx) Keys to all locks at the Property in Seller's possession or control; (xxi) Original Estoppel Certificates from tenants of the Property dated no earlier than thirty (30) days prior to the Closing Date ("Tenant Estoppels") substantially in the form attached as EXHIBIT P hereto from (i) all tenant's identified on EXHIBIT P-1 hereto as Exhibit B"Mandatory Estoppels" (which term shall include, without limitation, all restaurant tenants and all tenants occupying 20,000 s.f. or more) and (ii) sufficient additional Tenant Estoppels so as to represent, when added to the aggregate square footage demised to the tenants from whom Tenant Estoppels are obtained as required by clause (i) of this paragraph, ninety percent (90%) of the space demised under the Leases. Seller shall use diligent efforts to obtain Tenant Estoppels from all tenants. Seller shall provide Buyer with all executed Tenant Estoppels and a list of the missing Tenant Estoppels at the Closing. To the extent Tenant Estoppels are received for less than ninety percent (90%) of the space demised under the Leases, Seller may, at its election, provide to the extent factually true, a Seller's Estoppel Certificate in the form attached as EXHIBIT P-2 for tenants to the extent necessary to achieve the ninety percent (90%) threshold (but Seller shall not be permitted to provide Estoppel Certificates representing more than twenty percent (20%) of the demised space. In no event shall Seller's Estoppel Certificates be substituted for Mandatory Estoppels. If Seller is unable to deliver such Seller's Estoppel Certificates because the required information is untrue in a material respect (such as a tenant being in default), Buyer shall have the right to terminate this Contract by written notice to Seller delivered on the Closing Date, obtain a return of the Deposit and neither party shall have further rights or remedies, except as otherwise provided hereunder. Seller's liability with respect to the Seller's Estoppel Certificates shall be non-recourse except as set forth in Article 16 hereof; (xxii) An original Consent and Estoppel Certificate from the Servicer consenting to the transfer of the Property subject to the Loan; (a) An Assignment and Assumption of Seller's interest in the Com/Energy Research Park Realty Lease (the "Com/Energy Research Park Realty Lease Assignment") in form and substance reasonably satisfactory by Buyer, and (b) an original Estoppel Certificate from Com/Energy Research Park Realty in form and substance reasonably satisfactory to Buyer, confirming that to Com/Energy Research Park Realty's knowledge Seller is not in default under the terms of the Com/Energy Research Park Realty Lease and to the extent required by the Lease, consenting to the transfer to Buyer. Buyer understands and agrees that Seller's obligation with respect to providing the Assignment and Assumption of Seller's interest in the Com/Energy Research Park Realty Lease shall be limited to Seller's use of reasonable efforts. In the event that despite the use of reasonable efforts, Seller fails to provide an Assignment and Assumption, it shall not be a default by Seller hereunder, nor shall Buyer have the right to terminate this Contract solely as a result thereof; (xxiv) Documents required of Seller in connection with the assumption of the Loan as described in Article 2 hereof; and (xxv) Such other instruments as Buyer may reasonably request consistent with the terms of this Contract. (c) At the Closing, Buyer shall deliver, or cause to be delivered, the following payment and documents, reasonably satisfactory in form and substance to Seller and Seller's counsel properly executed and acknowledged as required: (i) The Purchase Price adjusted in accordance with the terms hereof; (ii) An original of the Lease Assignment; (iii) An original of the Contract Assignment; (iv) An original of the Closing Statement; (v) An original of the Com/Energy Research Park Realty Lease Assignment; provided, however, if Buyer uses its reasonable efforts to obtain the Com/Energy Research Park Realty Lease Assignment and Assumption and nevertheless fails to obtain such assignment, then such failure shall not constitute a default by Seller hereunder, nor shall Buyer be entitled to terminate this Contract solely as a result thereof; and (vi) a certificate Documents and materials required in connection with the assumption of the Secretary or Assistant Secretary Loan as described in Article 2 hereof. (or equivalent officerd) The Closing shall not be deemed to be completed until all documents and payments as aforesaid have been properly delivered (and recorded where appropriate) to the satisfaction of Seller certifying as to (i) the resolutions all parties; provided, however, that upon acceptance and recording of the board Deed, Seller shall be deemed to have satisfied all of directors (its obligations hereunder, except such obligations as by the terms hereof, or equivalent managing body) by the terms of Seller, duly adopted an agreement executed by Buyer and in effect, which authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby, and (ii) the names and signatures of the officers of Seller authorized to sign this Agreement and the documents to be delivered hereunder. 2.3 At at the Closing, Purchaser shall deliver to Seller (i) a signed counterpart to this Agreement; (ii) a signed counterpart of the Assignment and Assumption Agreement; (iii) Copies of all consents, approvals, waivers and authorizations referred to in Section 3.2 hereof; (iv) a signed counterpart of the Amendment; and (v) A certificate of the Secretary or Assistant Secretary (or equivalent officer) of Purchaser certifying as to (i) the resolutions of the board of directors (or equivalent managing body) of Purchaser, duly adopted and in effect, which authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby, and (ii) the names and signatures of the officers of Purchaser authorized to sign this Agreement and the documents are to be delivered hereunderperformed by Seller after the Closing Date.

Closing. 2.1 The closing (a) Subject to the terms and conditions of this Agreement, the sale and purchase of the transactions Assets and the assumption of the Assumed Liabilities contemplated by this Agreement (the “Closing”) hereby shall take place simultaneously with at a closing (the execution "Closing") at 10:00 a.m., local time, on the later to occur of this Agreement (i) the fifth Business Day following the expiration or termination of the applicable waiting periods under the HSR Act, or (ii) the fifth Business Day after notification by the parties heretoPurchaser to the Sellers (such notice to be given no later than the 25th day following the receipt by the Purchaser of the Audited Financial Statements and the Unaudited Financial Statements from the Sellers pursuant to Section 5.02). The Closing shall occur at the offices of Perk▇▇▇ ▇▇▇e LLP, 1211 ▇.▇. ▇▇fth Avenue, Suite 1500, Portland, Oregon, or at such other time or on such other date or at such other place as Fork▇, ▇▇c., on behalf of the Sellers, and the Purchaser may mutually agree upon in writing (the day on which the Closing takes place being the "Closing Date"). Notwithstanding anything to the contrary, the sale and purchase of the Assets and the assumption of the Assumed Liabilities shall be deemed for all purposes to have taken place as of 12:01 a.m. on the Closing Date (or, in the case of any Leases or equipment leases assigned to the Purchaser after the Closing Date pursuant to Section 5.10, as of 12:01 a.m. on the date such Lease or equipment lease is so assigned to the Purchaser). 2.2 (b) At the Closing, Seller Fork▇, ▇▇c. shall deliver deliver, on behalf of the Sellers, or cause to Purchaser be delivered to the followingPurchaser: (i) a signed counterpart the Bill ▇▇ Sale, the Assignment and Assumption Agreement and such other instruments as may be reasonably requested by the Purchaser to this Agreementtransfer the Assets to the Purchaser; (ii) a membership interest power conveying receipt for the Interests to PurchaserRBA Shares, the Warrants, the Base Purchase Price and the Prepaids; (iii) executed counterparts of each Ancillary Agreement to which any Seller is a signed counterpart of the Assignment and Assumption Agreement, the form of which is attached hereto as Exhibit A, related to the assignment and assumption of the Assumed Note (the “Assignment and Assumption Agreement”)party; (iv) copies of all consents, approvals, waivers the certificates and authorizations referred other documents required to in be delivered pursuant to Section 4.2 hereof;6.02; and (v) a signed counterpart evidence that, upon receipt of the AmendmentPayoff Amounts, the form of which is attached hereto as Exhibit B; andLenders will promptly release their liens against the Assets. (vic) a certificate At the Closing, the Purchaser shall deliver to Fork▇, ▇▇c., on behalf of the Secretary or Assistant Secretary (or equivalent officer) of Seller certifying as to Sellers: (i) the resolutions Base Purchase Price and the Prepaids, by cashier's check or wire transfer to an account designated by Fork▇, ▇▇c., on behalf of the board of directors (or equivalent managing body) of Seller, duly adopted and in effect, which authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby, and (ii) the names and signatures of the officers of Seller authorized to sign this Agreement and the documents to be delivered hereunder. 2.3 At the Closing, Purchaser shall deliver to Seller (i) a signed counterpart to this AgreementSellers; (ii) a signed counterpart certificate evidencing the RBA Shares, issued in the name of the Assignment and Assumption AgreementFork▇, ▇▇c.; (iii) Copies the Warrants, issued in the name of all consentsFork▇, approvals, waivers and authorizations referred to in Section 3.2 hereof▇▇c.; (iv) executed counterparts of each Ancillary Agreement to which the Purchaser is a signed counterpart of the Amendmentparty; and (v) A certificate of the Secretary or Assistant Secretary (or equivalent officer) of Purchaser certifying as to (i) the resolutions of the board of directors (or equivalent managing body) of Purchaser, duly adopted certificates and in effect, which authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby, and (ii) the names and signatures of the officers of Purchaser authorized to sign this Agreement and the other documents required to be delivered hereunderpursuant to Section 6.01.

Closing. 2.1 (a) The closing sale and purchase of the transactions Transferred Assets and the assumption of the Assumed Liabilities contemplated by this Agreement shall take place at the offices of ▇▇▇▇▇ Lord LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, at 10:00 a.m. Eastern time, or by facsimile, electronic and overnight deliveries (the “Closing”) shall take place simultaneously with ), on the execution date hereof (the “Closing Date”). Subject to the consummation of the Closing on the Closing Date, the sale and purchase of the Transferred Assets and the assumption of the Assumed Liabilities contemplated by this Agreement by will be deemed effective as of the parties heretoClosing Time. 2.2 (b) At the Closing, Seller Sellers shall deliver cause to Purchaser be delivered to Buyer or Buyer’s representatives the followingfollowing documents: (i) a signed counterpart to this Agreementduly executed copies of each of the Ancillary Agreements; (ii) a membership interest power conveying receipt for the Interests to Purchaserpayment of the Estimated Closing Price, duly executed by each Seller; (iii) a signed counterpart with respect to each of the Assignment Loans and Assumption AgreementLeases, the original Loan or Lease (or an original lost note affidavit in a form of which is attached hereto as Exhibit A, related reasonably acceptable to Buyer) duly endorsed to the assignment and assumption order of the Assumed Note (the “Assignment and Assumption Agreement”)Buyer; (iv) copies an affidavit stating, under penalties of all consentsperjury, approvals, waivers Sellers’ taxpayer identification number and authorizations referred to in Section 4.2 hereof; (v) a signed counterpart that none of the Amendment, the form of which is attached hereto as Exhibit B; and (viSellers are considered a foreign person in accordance with Section 1445(b)(2) a certificate of the Secretary or Assistant Secretary (or equivalent officer) of Seller certifying as to (i) the resolutions of the board of directors (or equivalent managing body) of Seller, duly adopted and in effect, which authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby, and (ii) the names and signatures of the officers of Seller authorized to sign this Agreement and the documents to be delivered hereunder. 2.3 At the Closing, Purchaser shall deliver to Seller (i) a signed counterpart to this Agreement; (ii) a signed counterpart of the Assignment and Assumption Agreement; (iii) Copies of all consents, approvals, waivers and authorizations referred to in Section 3.2 hereof; (iv) a signed counterpart of the AmendmentCode; and (v) A certificate copies of all Required Consents obtained prior to Closing. (c) At the Secretary Closing, Buyer shall deliver or Assistant Secretary (cause to be delivered to Sellers or equivalent officer) of Purchaser certifying as Sellers’ representatives the following documents, in form and substance reasonably acceptable to Sellers: (i) the resolutions duly executed copies of each of the board of directors (or equivalent managing body) of Purchaser, duly adopted and in effect, which authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby, and (ii) the names and signatures of the officers of Purchaser authorized to sign this Agreement and the documents to be delivered hereunderAncillary Agreements.

Closing. 2.1 The closing of (a) All actions taken and documents delivered at the transactions contemplated by this Agreement (the “Closing”) Closing shall take place simultaneously with the execution of this Agreement by the parties heretobe deemed to have been taken and executed simultaneously, and no action shall be deemed taken nor any document delivered until all have been taken and delivered. 2.2 (b) At the Closing, subject to all the terms and conditions of this Agreement, Seller shall execute and deliver to Purchaser or, in the followingcase of items (5), (6), (7), (9), and (10), make reasonably available to Purchaser: (i1) a signed counterpart ▇▇▇▇ of Sale, in substantially the form attached hereto as Exhibit 3.2(b)(1) (the "▇▇▇▇ of Sale"), transferring to this AgreementPurchaser all of Seller's interest in the Personal Property and in the Loans; (ii2) a membership an Assignment and Assumption Agreement in substantially the form attached hereto as Exhibit 3.2(b)(2) (the "Assignment and Assumption Agreement"), assigning Seller's interest power conveying in the Interests Equipment Leases, the Software Licenses, the Safe Deposit Contracts, the Operating Contracts, and the Deposit Liabilities; (3) an Assignment and Assumption of Lease, in substantially the form attached hereto as Exhibit 3.2(b)(3) (the "Assignment and Assumption of Lease"), assigning Seller's interest in the Real Property Lease; (4) consents from third persons that are required to effect the assignments set forth in the Assignment and Assumption Agreement and the Assignment and Assumption of Lease; (5) Seller's keys to the safe deposit boxes and Seller's records related to the safe deposit box business at the Banking Center; (6) Seller's files and records related to the Loans; (7) Seller's records related to the Deposit Liabilities assumed by Purchaser; (iii) a signed counterpart of 8) immediately available funds in the Assignment and Assumption Agreementnet amount shown as owing to Purchaser by Seller on the Closing Statement, the form of which is attached hereto as Exhibit A, related to the assignment and assumption of the Assumed Note (the “Assignment and Assumption Agreement”)if any; (iv9) copies of all consents, approvals, waivers the Coins and authorizations referred to in Section 4.2 hereofCurrency; (v10) a signed counterpart such of the Amendment, the form other assets to be purchased as shall be capable of which is attached hereto as Exhibit B; andphysical delivery; (vi11) a certificate of a proper officer of Seller, dated as of the Secretary or Assistant Secretary (or equivalent officer) Closing Date, certifying to the fulfillment of all conditions that are the obligation of Seller certifying and that all of the representations and warranties of Seller set forth in this Agreement remain true and correct in all material respects as to of Effective Time; (i12) the copies of resolutions of the board Board of directors (or equivalent managing body) Directors of Seller, duly adopted and in effector the Executive Committees of Seller, which authorize approving the execution, delivery and performance of this Agreement and the transactions sales contemplated hereby, and (ii) the names and signatures of the officers of Seller authorized to sign this Agreement and the documents to be delivered hereunder. 2.3 At the Closing, Purchaser shall deliver to Seller (i) a signed counterpart to this Agreementherein; (ii) a signed counterpart of the Assignment and Assumption Agreement; (iii) Copies of all consents, approvals, waivers and authorizations referred to in Section 3.2 hereof; (iv) a signed counterpart of the Amendment; and (v) A certificate of the Secretary or Assistant Secretary (or equivalent officer) of Purchaser certifying as to (i) the resolutions of the board of directors (or equivalent managing body) of Purchaser, duly adopted and in effect, which authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby, and (ii) the names and signatures of the officers of Purchaser authorized to sign this Agreement and the documents to be delivered hereunder.

Closing. 2.1 (a) The closing of the transactions contemplated by this Agreement (the “Closing”) of the sale and purchase of Interests described in Section 1 hereof shall take place simultaneously with at the execution offices of this Agreement by M▇▇▇▇▇, ▇▇▇▇▇ & B▇▇▇▇▇▇ LLP in Philadelphia, Pennsylvania, commencing at 9:00 a.m., local time, on the parties heretodate hereof. The date of the Closing is sometimes herein referred to as the “Closing Date”. For tax and accounting purposes the Closing shall be deemed to have occurred at 12:01 am, eastern time, on the Closing Date (such time and date is hereinafter referred to as the “Valuation Date”). 2.2 (b) At the Closing, the Seller shall deliver to Purchaser the following:Buyer, free and clear of all pledges, liens, U.S. transfer and stamp tax obligations, except with respect to any transfer tax obligations assumed by Buyer as described in Section 6.2(c)(iv), encumbrances, claims and other charges thereon of every kind, assignments of the Interests, in exchange for the delivery by the Buyer to the Seller on behalf of the Sellers and Stalwart of the consideration to be paid to the Seller pursuant to Section 1 hereof. All cash payments shall be by wire transfer of immediately available funds to such accounts at such banks as the Seller shall direct in writing delivered to the Buyer no less than two business days prior to the Closing. (ic) a signed counterpart to this Agreement; (ii) a membership interest power conveying the Interests to Purchaser; (iii) a signed counterpart of the Assignment and Assumption Agreement, the form of which is attached hereto as Exhibit A, related to the assignment and assumption of the Assumed Note (the “Assignment and Assumption Agreement”); (iv) copies of all consents, approvals, waivers and authorizations referred to in Section 4.2 hereof; (v) a signed counterpart of the Amendment, the form of which is attached hereto as Exhibit B; and (vi) a certificate of the Secretary or Assistant Secretary (or equivalent officer) of Seller certifying as to (i) the resolutions of the board of directors (or equivalent managing body) of Seller, duly adopted and in effect, which authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby, and (ii) the names and signatures of the officers of Seller authorized to sign this Agreement and the documents to be delivered hereunder. 2.3 At the Closing, Purchaser the Seller shall make available to the Buyer the written resignations of all the managers and other officers of the Company except for such managers and other officers as the Buyer shall designate in writing, and shall use reasonable efforts to cause to be made available to the successor and any continuing managers and to the officers of the Company, including any new officers elected on the Closing Date (the “post-Closing Company managers and officers”), all minute books, membership interest record books, books of account, corporate seals, leases, contracts, agreements, securities, bank, checking and money market accounts, other investments, deposits, customer and subscriber lists, files and other documents, instruments and papers belonging to and in the possession of the Company. At the Closing, the Seller shall deliver to the Buyer, and the Buyer shall deliver to the Seller (i) a signed counterpart to this Agreement; (ii) a signed counterpart of , the Assignment and Assumption Agreement; (iii) Copies of all consents, approvals, waivers and authorizations documents referred to in Section 3.2 Sections 7 and 8 hereof; (iv) a signed counterpart of the Amendment; and (v) A certificate of the Secretary or Assistant Secretary (or equivalent officer) of Purchaser certifying as to (i) the resolutions of the board of directors (or equivalent managing body) of Purchaser, duly adopted and in effect, which authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby, and (ii) the names and signatures of the officers of Purchaser authorized to sign this Agreement and the documents to be delivered hereunderrespectively.

Closing. 2.1 (a) The closing (the "Closing") of the transactions contemplated by this Agreement (the “Closing”) shall take place simultaneously at the offices of ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, on the date hereof (the "Closing Date"). (b) At the Closing, Parent and/or Buyer shall deliver to Seller the following: (i) by wire transfer (to a bank account designated by Seller in writing at least three (3) Business Days prior to the Closing Date), Two Hundred Nine Thousand Two Hundred Sixty Nine Dollars ($209,269) in immediately available funds; and (ii) one or more stock certificates for an aggregate number of duly authorized, validly issued, fully-paid and nonassessable shares of common stock, par value $0.001 per share, of Parent ("Parent Common Stock") equal to Four Thousand Seven Hundred Four (4,704) (the "Shares"); provided, however, a certificate representing one-third (1/3) of the Shares ("Escrowed Shares") registered in the name of Seller shall be delivered to the Escrow Agent to be held and distributed by the Escrow Agent in accordance with the execution Escrow Agreement. Neither Parent nor Buyer shall have any responsibility for the allocation of this Agreement by the parties heretoShares among the Shareholders or other equityholders of Seller. Seller shall deliver to the Escrow Agent stock powers or other assignments of interest duly executed in blank for the Escrowed Shares. 2.2 (c) Buyer shall deliver to Seller such customary instruments of assumption as may be reasonably requested by Seller to evidence such assumption of the Assumed Liabilities; provided, however, that no such document shall expand in any way any of Buyer's obligations to assume anything other than the Assumed Liabilities. (d) At the Closing, Seller shall deliver to Purchaser the followingParent and/or Buyer: (i) a signed counterpart such bills of sale, certificates of title, endorsements, consents, assignments and other good and sufficient instruments of conveyance and assignment of such rights as the parties and their respective counsel shall deem reasonably necessary or appropriate to this Agreementvest in Buyer all of Seller's right, title and interest in, to and under the Transferred Assets; (ii) a membership interest power conveying copy of the Interests to Purchaserresolutions of the board of directors of Seller and a copy of the resolutions of the Shareholders, each authorizing the execution and delivery of this Agreement and each of the Ancillary Agreements, and the consummation of the transactions contemplated hereby and thereby, both certified by the Secretary of Seller; (iii) a signed counterpart copy of the Assignment and Assumption Agreement, the form of which is attached hereto as Exhibit A, related to the assignment and assumption resolutions of the Assumed Note (the “Assignment and Assumption Agreement”)board of directors of Seller terminating Seller's Benefit Plans, including Seller's 401(k) plan; (iv) copies written releases of any and all consents, approvals, waivers Liens on the Transferred Assets and authorizations referred executed termination statements with respect to in Section 4.2 hereofany security interests filed by any creditor of Seller pursuant to the Uniform Commercial Code; (v) a signed counterpart opinion of counsel to Seller, dated the AmendmentClosing Date, in substantially the form of which is attached hereto as Exhibit B; andC; (vi) a certificate of the Secretary or Assistant Secretary (or equivalent officer) of Seller certifying as to (i) the resolutions of the board of directors (or equivalent managing body) of Seller, duly adopted and in effect, which authorize the execution, delivery and performance of this Agreement and all Required Consents for the transactions contemplated hereby, and (ii) the names and signatures of the officers of Seller authorized to sign this Agreement and the documents to be delivered hereunder. 2.3 At the Closing, Purchaser shall deliver to Seller (i) a signed counterpart to by this Agreement; (iivii) a signed counterpart of an employment agreement substantially in the Assignment and Assumption form attached hereto as Exhibit B executed by ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ (the "▇▇▇▇▇ Employment Agreement"); (iiiviii) Copies of all consents, approvals, waivers and authorizations referred to an employment agreement substantially in Section 3.2 hereofthe form attached hereto as Exhibit H executed by ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ (the "▇▇▇▇▇▇▇▇ Employment Agreement"); (ivix) terminations of any agreements between any Affiliate of Seller and Seller, if requested by Parent or Buyer, at no cost; (x) a signed counterpart Noncompetition and Nonsolicitation Agreement substantially in the form attached hereto as Exhibit E executed by ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇; (xi) a fully executed Escrow Agreement substantially in the form attached hereto as Exhibit G; (xii) Guaranties in the form attached hereto as Exhibit F executed by each of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇; (xiii) Agreement executed by Seller and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ rescinding that certain Executive Deferred Compensation Agreement dated as of June 28, 2002 by and between Seller and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇; (xiv) Agreement executed by Seller and ▇▇▇▇▇ rescinding that certain Executive Deferred Compensation Agreement dated as of June 28, 2002 by and between Seller and ▇▇▇▇▇; (xv) Agreements or other documents in form reasonably satisfactory to Parent evidencing the Amendmenttermination of Seller's employment agreements with ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇; (xvi) Amendment to the Living Trust; and (vxvii) A certificate of the Secretary or Assistant Secretary (or equivalent officer) of Purchaser certifying as Agreement with Elegant Lighting in form reasonably satisfactory to (i) the resolutions of the board of directors (or equivalent managing body) of Purchaser, duly adopted and in effect, which authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby, and (ii) the names and signatures of the officers of Purchaser authorized to sign this Agreement and the documents to be delivered hereunderParent.

Closing. 2.1 (a) The closing of the transactions contemplated purchase and sale of the Debentures and Warrants to be acquired by the Purchasers from the Company under this Agreement (the “Closing”) shall take place simultaneously with at the execution offices of ▇▇▇▇▇▇ ▇▇▇▇▇▇ LLP, The Chrysler Building, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ at 10:00 a.m. E.S.T. (i) on the date on which the last to be fulfilled or waived of the conditions set forth in Article IV hereof and applicable to the Closing shall be fulfilled or waived in accordance herewith or (ii) such other time and place or on such date as the Purchasers and the Company may agree upon (the "Closing Date"). Each party shall deliver all documents, instruments and writings required to be delivered by such party pursuant to this Agreement at or prior to the Closing Date. (b) The Company acknowledges receipt from Aspen International, Ltd. ("Aspen") and Tonga Partners, LP ("Tonga") of payment for their respective pro rata portion of the Debentures and Warrants, as evidenced by two promissory notes issued by the parties hereto. 2.2 Company in favor of each of Aspen and Tonga for the principal amount of $250,000 each (the "Promissory Notes"). At the Closing, Seller the Company shall deliver to Purchaser the following: exchange each Promissory Note for (i) a signed counterpart Debentures in the principal amount equal to this Agreement; the total amount of principal and interest accrued and outstanding under such Promissory Note on the Closing Date and (ii) a membership interest power conveying Warrants exercisable for up to 75,000 shares of the Interests to Purchaser;Common Stock. (iiic) a signed counterpart of On or before the Assignment Closing Date, (a) the Company shall execute and Assumption Agreement, deliver to the escrow agent (the "Escrow Agent") identified in the form of which is Escrow Agreement attached hereto as Exhibit I (the "Escrow Agreement") all applicable agreements, documents, instruments and writings required pursuant to Section 4.2 herein (collectively, the "Closing Documents"), to be delivered by the Company including, without limitation, instruments for Debentures in the principal amount and Warrants exercisable for the number of shares of Common Stock set forth opposite each Purchaser's name on Exhibit A, related to the assignment and assumption of the Assumed Note (the “Assignment and Assumption Agreement”); (iv) copies of all consents, approvals, waivers and authorizations referred to in Section 4.2 hereof; (v) a signed counterpart of the Amendment, the form of which is attached hereto as Exhibit B; and (vi) a certificate of the Secretary or Assistant Secretary (or equivalent officer) of Seller certifying as to (i) the resolutions of the board of directors (or equivalent managing body) of Seller, duly adopted and in effect, which authorize the execution, delivery and performance of this Agreement and the transactions contemplated herebyapplicable, and (iib) the names and signatures each of the officers Purchasers shall pay by wire transfer of Seller authorized immediately available funds into escrow in accordance with the Escrow Agreement such Purchaser's Purchase Price, as applicable, and execute and deliver all applicable agreements, documents, instruments and writings required pursuant to sign this Agreement and the documents Section 4.1, to be delivered hereunder. 2.3 At by such Purchaser. In regard to the Closing, Purchaser the Escrow Agent shall give notice (by telephone or other means) (an "Escrow Agent Notice") to the parties hereto when the Escrow Agent has received all of the Closing Documents and wire transfer the funds constituting the Purchase Price and deliver the other Closing Documents to the Company pursuant to the terms of the Escrow Agreement. As soon thereafter as is practicable on the Closing Date, the Escrow Agent shall deliver the Company's Closing Documents to Seller (i) a signed counterpart to this Agreement; (ii) a signed counterpart of the Assignment Purchasers, including applicable instruments representing the Debentures and Assumption Agreement; (iii) Copies of all consents, approvals, waivers and authorizations referred to in Section 3.2 hereof; (iv) a signed counterpart of the Amendment; and (v) A certificate of the Secretary or Assistant Secretary (or equivalent officer) of Purchaser certifying as to (i) the resolutions of the board of directors (or equivalent managing body) of Purchaser, duly adopted and in effect, which authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby, and (ii) the names and signatures of the officers of Purchaser authorized to sign this Agreement and the documents to be delivered hereunderWarrants being purchased.

Closing. 2.1 The closing (a) Notwithstanding the date of this Agreement and the Closing Date (as hereinafter defined), the effective date of this Agreement and the Closing (as hereinafter defined) shall be as at the close of Business of the transactions contemplated by this Agreement Seller on March 28, 1998 (the “"Effective Date"). (b) Subject to the terms and conditions of this Agreement, the sale and purchase of the Assets contemplated hereby (the "Closing”") shall take place simultaneously with the execution of this Agreement by Agreement, at [THE OFFICES OF BAER ▇▇▇KS & UPHA▇ ▇▇▇, 805 THIRD AVENUE, NEW YORK, NEW YORK,] or at such other place as the parties heretomay agree, but in no event later than March 30, 1998 (the "Closing Date"), and time is considered to be of the essence. 2.2 (c) At the Closing, Seller shall deliver to Purchaser the followingPurchaser: (i) a signed counterpart Bill ▇▇ Sale, Assignment and Assumption Agreement substantially in the form attached hereto as Exhibit A (the "Bill ▇▇ Sale") pursuant to this Agreement;which (ii) a membership interest power conveying an assignment of trademarks and servicemarks, including applications and registrations, an assignment of copyrights, including applications and registrations, and an assignment of patents and patent applications substantially in the Interests forms attached hereto as Exhibit B (the "Intellectual Property Assignments"), relating to Purchaserthe Intellectual Property; (iii) a signed counterpart of warranty deed to the Assignment and Assumption Agreement, Property substantially in the form of which is attached hereto as Exhibit A, related to the assignment and assumption of the Assumed Note C (the “Assignment and Assumption Agreement”"Deed"); (iv) copies a certificate of all consents, approvals, waivers and authorizations referred to an officer of Seller substantially in Section 4.2 hereofthe form attached hereto as Exhibit D (the "Seller Certificate"); (v) a signed counterpart of the Amendment, the form of which is attached hereto as Exhibit Bany consents that Seller has obtained pursuant to Sections 4.4 and 5.4; and (vi) a certificate such other instruments of assignment or conveyance as Purchaser may reasonably request as necessary or appropriate to vest in Purchaser good and marketable title to the Secretary or Assistant Secretary (or equivalent officer) of Seller certifying as to (i) the resolutions of the board of directors (or equivalent managing body) of Seller, duly adopted and in effect, which authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby, and (ii) the names and signatures of the officers of Seller authorized to sign this Agreement and the documents Assets to be delivered sold by Seller hereunder. 2.3 (d) At the Closing, Purchaser shall deliver to Seller: (i) a signed counterpart to this Agreementthe Purchase Price; (ii) a signed counterpart of the Assignment and Assumption Agreement; (iii) Copies of all consents, approvals, waivers and authorizations referred to in Section 3.2 hereofthe Intellectual Property Assignments; (iv) a signed counterpart of the Amendmentany consents that Purchaser has obtained pursuant to Sections 4.4 and 6.3; and (v) A a certificate of the Secretary or Assistant Secretary (or equivalent officer) an officer of Purchaser certifying substantially in the form attached hereto as to Exhibit E (i) the resolutions of the board of directors (or equivalent managing body) of Purchaser, duly adopted and in effect, which authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby, and (ii) the names and signatures of the officers of "Purchaser authorized to sign this Agreement and the documents to be delivered hereunderCertificate").

Closing. 2.1 The closing of the transactions contemplated by this Agreement (the “Closing”) of the issuance and sale of the Issued Shares (“Subscription Closing”) hereunder shall take place simultaneously with remotely via the execution electronic exchange of this Agreement documents and signatures, as soon as possible, but in no event later than five Business Days, after satisfaction or, to the extent permissible, waiver by the party or parties hereto. 2.2 entitled to the benefit of the conditions set forth in Article 6 (other than conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or, to the extent permissible, waiver of those conditions at the Closing), or at such other time or place as the parties hereto may agree. At the Closing, Seller : (a) the Purchaser shall deliver to Purchaser the following:Company the Subscription Price by wire transfer in U.S. dollars of immediately available funds to a bank account designated by the Company at least one Business Day prior to the Closing Date; (b) the Company shall deliver to the Purchaser: (i) a signed counterpart to this Agreement; certified copy of the relevant page of the register of members of the Company reflecting the Purchaser as the owner of Issued Shares, (ii) a membership interest power conveying share certificate representing the Interests Issued Shares duly executed on behalf of the Company and registered in the name of the Purchaser (or, if not available at the Closing, a certified copy of such share certificate with the original to Purchaser; be delivered promptly as soon as possible after the Closing), (iii) a signed counterpart copies of the Assignment and Assumption Agreement, the form of which is attached hereto as Exhibit A, related to the assignment and assumption resolutions of the Assumed Note (Board and any other required corporate approvals of the “Assignment Company duly authorizing and Assumption Agreement”); approving this Agreement and the other Transaction Documents and the transactions contemplated hereunder and thereunder, (iv) copies of all consents, approvals, waivers and authorizations referred to in Section 4.2 hereof; (v) a signed counterpart of the Amendment, the form of which is attached hereto as Exhibit B; and (vi) a certificate of the Secretary or Assistant Secretary (or equivalent officer) of Seller certifying as to (i) the resolutions good standing in respect of the board Company issued by the Registrar of directors Companies in the Cayman Islands, dated no later than a date 30 days prior to the Closing, (or equivalent managing bodyv) each of Sellerthe documents listed in Section 6.02(b), duly adopted Section 6.02(c) and in effect, which authorize the execution, delivery and performance of this Agreement and the transactions contemplated herebySection 6.02(d), and (iivi) the names Investor Rights Agreement and signatures an indemnification agreement (“Director Indemnity”) in respect of the officers Purchaser Director in the same form as any indemnification agreements to which the other directors of Seller authorized to sign this Agreement and the documents to be delivered hereunder. 2.3 At Company are parties as of the Closing, Purchaser shall deliver to Seller (i) a signed counterpart to this Agreement; (ii) a signed counterpart of each dated the Assignment Closing Date and Assumption Agreement; (iii) Copies of all consents, approvals, waivers and authorizations referred to in Section 3.2 hereof; (iv) a signed counterpart of duly executed by the Amendment; and (v) A certificate of the Secretary or Assistant Secretary (or equivalent officer) of Purchaser certifying as to (i) the resolutions of the board of directors (or equivalent managing body) of Purchaser, duly adopted and in effect, which authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby, and (ii) the names and signatures of the officers of Purchaser authorized to sign this Agreement and the documents to be delivered hereunderCompany.

Closing. 2.1 (a) The closing (the "CLOSING") of this Agreement shall take place at the transactions contemplated by offices of ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, New York, New York, on the date of this Agreement (the “Closing”) "CLOSING DATE"). The closing of each of the Local Bills of Sale shall take place simultaneously with at the execution location provided for in such Local ▇▇▇▇ of this Agreement by the parties heretoSale. 2.2 At (b) On the ClosingClosing Date, Seller as consideration for the sale of the Transferred Assets, Buyer, on behalf of the relevant European Buyer, shall deliver pay to Purchaser Seller, on behalf of each European Seller, the followingEU Asset Purchase Price (as defined below) to be allocated amongst the European Sellers as follows: (i) a signed counterpart to this AgreementRacal France the sum of $250,000.00 (the "FRENCH ASSET PURCHASE PRICE"); (ii) a membership interest power conveying Racal Germany the Interests to Purchaser;sum of $250,000.00 (the "GERMAN ASSET PURCHASE PRICE"); and (iii) a signed counterpart Racal Italy the sum of $100,000.00 (the Assignment "ITALIAN ASSET PURCHASE PRICE" and, together with the French Asset Purchase Price and Assumption AgreementGerman Asset Purchase Price, the form of which is attached hereto as Exhibit A"EU ASSET PURCHASE PRICE"), related in each case, by wire transfer to the assignment and assumption bank account of the Assumed Note (the “Assignment and Assumption Agreement”); (iv) copies of all consents, approvals, waivers and authorizations Seller referred to in Section 4.2 hereof;2.2 of the Stock Purchase Agreement in immediately available funds. (vc) a signed counterpart At Closing: (i) Buyer shall deliver to Seller the ▇▇▇▇▇▇ ▇▇▇▇ of the AmendmentSale, the form Italian Bills of which is attached hereto as Exhibit BSale, the German ▇▇▇▇ of Sale, the French Employee Agreements and the German Employee Agreements ("BUYER CLOSING DELIVERIES") duly executed by the appropriate European Buyer; and (vi) a certificate of the Secretary or Assistant Secretary (or equivalent officer) of Seller certifying as to (i) the resolutions of the board of directors (or equivalent managing body) of Seller, duly adopted and in effect, which authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby, and (ii) the names and signatures of the officers of Seller authorized to sign this Agreement and the documents to be delivered hereunder. 2.3 At the Closing, Purchaser shall deliver to Seller (i) a signed counterpart to this Agreement; (ii) a signed counterpart Buyer the ▇▇▇▇▇▇ ▇▇▇▇ of Sale, the Assignment and Assumption Agreement; (iii) Copies Italian Bills of all consentsSale, approvalsthe German ▇▇▇▇ of Sale, waivers and authorizations referred to in Section 3.2 hereof; (iv) a signed counterpart of the Amendment; and (v) A certificate of the Secretary or Assistant Secretary (or equivalent officer) of Purchaser certifying as to (i) the resolutions of the board of directors (or equivalent managing body) of Purchaser, duly adopted and in effect, which authorize the execution, delivery and performance of this Agreement French Employee Agreements and the transactions contemplated herebyGerman Employee Agreements ("SELLER CLOSING DELIVERIES") duly executed by the appropriate European Seller, and (ii) French Employee or German Employee as the names and signatures case may be; provided, however, that no such document shall expand in any way any of Buyer's or a European Buyer's obligations to assume anything other than the officers of Purchaser authorized to sign this Agreement and the documents to be delivered hereunderAssumed Liabilities.

Closing. 2.1 (a) The closing of the transactions contemplated by this Agreement sale of the Assets to the Purchaser (the “Closing”"CLOSING") shall take is taking place simultaneously contemporaneously with the execution and delivery of this Agreement by simultaneously at the parties heretooffices of ▇▇▇▇▇▇ Godward LLP in Boulder, Colorado and the offices of Winick & Rich P.C. in New York, New York, at 10:00 a.m. M.T. on April 8, 1998 (the "CLOSING DATE"). 2.2 (b) At the Closing, Seller shall deliver to Purchaser the following: (i) a signed counterpart the Seller shall execute and deliver to the Purchaser such bills of sale, endorsements, assignments and other documents and records as may (in the reasonable judgment of the Purchaser or its counsel) be necessary or appropriate to assign, convey, transfer and deliver to the Purchaser the Assets as contemplated by this Agreement, including such trademark assignments as the Purchaser shall reasonably request; (ii) a membership interest power conveying the Interests Purchaser shall pay to Purchaserthe Seller $2,000,000 in cash by wire transfer as contemplated by Section 1.2(a); (iii) a signed counterpart of the Assignment and Assumption Agreement, Purchaser shall deliver the form of which is attached hereto Note as Exhibit A, related to the assignment and assumption of the Assumed Note (the “Assignment and Assumption Agreement”contemplated by Section 1.2(b); (iv) copies the parties hereto shall execute and deliver the ▇▇▇▇ of all consents, approvals, waivers Sale and authorizations referred to in Section 4.2 hereofAssignment and Assumption; (v) a signed counterpart the parties hereto shall execute and deliver the Security Agreement and the Intellectual Property Assignment; (vi) the Purchaser and the Seller shall execute and deliver the Processing Agreement and the Exclusivity and Distribution Agreement; (vii) the Seller shall deliver amendments to the contracts from each of its organic farm milk suppliers set forth on Part 2.7 of the AmendmentDisclosure Schedule which state that should antibiotics be used on any cow in their herds, they will remove such cow from the milk supply for a period of 90 days (each an "AMENDMENT AGREEMENT"); (viii) the Purchaser shall deliver to the Seller the guarantees (the "GUARANTEES") of Horizon Organic Dairy, Inc.; Horizon Organic Dairy, Idaho Farm, Inc.; and Horizon Organic Dairy, Maryland Farm, Inc., subsidiaries of Purchaser, substantially in the form 2. of which is attached hereto as Exhibit BExhibits F1, F2 and F3, for the purpose of securing Purchaser's obligation to Seller under the Note; and (viix) a certificate the Purchaser shall execute and deliver to the Seller such Uniform Commercial Code Financing Statements (forms UCC-1) as Seller shall reasonably request and prepare in order to memorialize Purchaser's grant to Seller of the Secretary or Assistant Secretary (or equivalent officer) of Seller certifying as to (i) the resolutions of the board of directors (or equivalent managing body) of Seller, duly adopted and in effect, which authorize the execution, delivery and performance of this Agreement and the transactions security interest contemplated hereby, and (ii) the names and signatures of the officers of Seller authorized to sign this Agreement and the documents to be delivered hereunder. 2.3 At the Closing, Purchaser shall deliver to Seller (i) a signed counterpart to this Agreement; (ii) a signed counterpart of the Assignment and Assumption Agreement; (iii) Copies of all consents, approvals, waivers and authorizations referred to in Section 3.2 hereof; (iv) a signed counterpart of the Amendment; and (v) A certificate of the Secretary or Assistant Secretary (or equivalent officer) of Purchaser certifying as to (i) the resolutions of the board of directors (or equivalent managing body) of Purchaser, duly adopted and in effect, which authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby, and (ii) the names and signatures of the officers of Purchaser authorized to sign this Agreement and the documents to be delivered hereunder.

Closing. 2.1 (a) The closing sale and purchase of the transactions contemplated by this Agreement Interests shall take place at a closing (the “Closing”) shall take place simultaneously with to be held at the execution offices of this Agreement ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP (“▇▇▇▇▇▇ ▇▇▇▇”), ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇., ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, at 9:00 a.m., Mountain time, on the third Business Day following the satisfaction or, to the extent permitted by applicable Law, waiver of all conditions to the obligations of the parties heretoset forth in Article VIII (other than such conditions as may, by their terms, only be satisfied at the Closing or on the Closing Date), or at such other place or at such other time or on such other date as the Seller and the Buyer mutually may agree in writing. The day on which the Closing takes place is herein referred to as the “Closing Date.” 2.2 (b) At the Closing, the Buyer shall deliver or cause to be delivered to the Seller (or such other Person as may be specified herein): (i) an amount equal to the Estimated Purchase Price, by wire transfer of immediately available funds in dollars to the account or accounts that have been designated by the Seller in writing no later than two Business Days prior to the Closing Date; (ii) a certificate of the secretary or an assistant secretary of the Buyer substantially in the form set forth in Exhibit G-1 hereto; (iii) the certificate required under Section 8.2(a) substantially in the form set forth in Exhibit G-2 hereto; (iv) duly executed counterparts to the Indemnification Agreements, the Ethane Supply Agreements and the Transition Services Agreement signed by each party thereto other than the members of the Seller Group; and (v) the Buyer shall deliver the final form of the RWI Policy, effective as of the Closing. (c) At the Closing (or any earlier date specified below), the Seller shall deliver or cause to Purchaser be delivered to the followingBuyer: (i) a signed counterpart properly executed statement of non-foreign status from the Seller dated as of the Closing Date that meets the requirements of Treasury Regulation Section 1.1445-2(b)(2); provided, that the Buyer’s only remedy for the Seller’s failure to provide such certificate will be to withhold from the payments to be made pursuant to this AgreementAgreement any required withholding Tax under Section 1445 of the Code, and the Seller’s failure to provide such certificate will not be deemed to be a failure of any conditions set forth in Section 8.3 to have been met; (ii) a membership interest power conveying duly executed assignment of the Interests to Purchaserthe Buyer substantially in the form set forth in Exhibit G-3 hereto; (iii) a signed counterpart certificates of the Assignment and Assumption Agreement, secretary or an assistant secretary of the Seller substantially in the form of which is attached hereto as set forth in Exhibit A, related to the assignment and assumption of the Assumed Note (the “Assignment and Assumption Agreement”)G-4 hereto; (iv) copies of all consents, approvals, waivers and authorizations referred to the certificate required under Section 8.3(a) substantially in Section 4.2 hereofthe form set forth in Exhibit G-5 hereto; (v) a signed counterpart certificates of the Amendment, Secretaries of State of the form applicable jurisdictions as to the good standing of which is attached hereto as Exhibit Bthe Seller and the Company in their respective states of formation and of the Company in Louisiana; and (vi) a certificate of duly executed counterparts to the Secretary or Assistant Secretary (or equivalent officer) of Seller certifying as to (i) Indemnification Agreements, the resolutions of the board of directors (or equivalent managing body) of Seller, duly adopted and in effect, which authorize the execution, delivery and performance of this Agreement Ethane Supply Agreements and the transactions contemplated herebyTransition Services Agreement signed by each party thereto other than the Company or the Buyer or its Affiliates, and (ii) the names and signatures of the officers of Seller authorized to sign this Agreement and the documents to be delivered hereunderas applicable. 2.3 At the Closing, Purchaser shall deliver to Seller (i) a signed counterpart to this Agreement; (ii) a signed counterpart of the Assignment and Assumption Agreement; (iii) Copies of all consents, approvals, waivers and authorizations referred to in Section 3.2 hereof; (iv) a signed counterpart of the Amendment; and (v) A certificate of the Secretary or Assistant Secretary (or equivalent officer) of Purchaser certifying as to (i) the resolutions of the board of directors (or equivalent managing body) of Purchaser, duly adopted and in effect, which authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby, and (ii) the names and signatures of the officers of Purchaser authorized to sign this Agreement and the documents to be delivered hereunder.

Closing. 2.1 The closing of the transactions contemplated by this Agreement (the “Closing”) shall take place simultaneously with by facsimile and overnight delivery at 9:00 a.m., local time on January 2, 2007 or at such other time and date as ADP and Purchaser may mutually agree upon in writing (the execution of this Agreement by day on which the parties hereto. 2.2 Closing takes place is herein referred to as the “Closing Date”). The Closing shall be deemed effective at the Closing Time. At the Closing: (a) ADP shall deliver, Seller shall deliver or cause to Purchaser be delivered (unless the followingdelivery is waived in writing by Purchaser), to Purchaser: (i) a signed counterpart to this Agreementthe ▇▇▇▇ of Sale, duly executed by ADP; (ii) the Transition Agreement, duly executed by ADP; (iii) the Facility Sharing Agreement, duly executed by ADP; (iv) an opinion of ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP, counsel to ADP, and of ADP’s legal department, substantially in the forms attached hereto as Exhibits L-1 and Exhibit L-2; (v) a membership interest power conveying list of the Interests current customers of the Transferred Business as of the Closing Date and the Potential Customers (defined for these purposes as those Persons who are listed on Schedule 3.10(c) who are not current customers of the Transferred Business as of the Closing Date), in substantially the form attached hereto as Exhibit I, delivered by electronic transmission; (vi) a true and complete copy, certified by the Secretary or Assistant Secretary of ADP, of the charter and by-laws of ADP and incumbency of officers and resolutions duly and validly adopted by the Board of Directors of ADP evidencing its authorization of the execution and delivery of this Agreement and the Ancillary Agreements and the transactions contemplated hereby and thereby; (vii) an Officer’s Certificate of ADP, substantially in the form attached hereto as Exhibit M, duly executed by an authorized officer of ADP; (viii) one or more duly executed assignments (the “Assignments”) (as appropriate) concerning the assignment to the Purchaser of all of the Transferred Intellectual Property and the Leases, substantially in the forms attached to Exhibits N-1 and N-2 hereto, duly executed by ADP; and (ix) the Assumption Agreement, duly executed by ADP. (b) Purchaser shall deliver or cause to be delivered (unless the delivery is waived in writing by ADP) to ADP: (i) the Estimated Base Purchase Price as provided in Section 2.3(a); (ii) the Assumption Agreement, duly executed by Purchaser; (iii) a signed counterpart of the Assignment and Assumption Transition Agreement, the form of which is attached hereto as Exhibit A, related to the assignment and assumption of the Assumed Note (the “Assignment and Assumption Agreement”)duly executed by Purchaser; (iv) copies of all consentsthe Facility Sharing Agreement, approvals, waivers and authorizations referred to in Section 4.2 hereofduly executed by Purchaser; (v) a signed counterpart true and complete copy, certified by the Secretary or Assistant Secretary of Purchaser, of the Amendmentcharter and by-laws of Purchaser, incumbency of officers and resolutions duly and validly adopted by the form Board of which is attached hereto as Exhibit BDirectors of Purchaser evidencing its authorization of the execution and delivery of this Agreement and the Ancillary Agreements and the transactions contemplated hereby and thereby; and (vi) a certificate of an Officer’s Certificate, substantially in the Secretary or Assistant Secretary (or equivalent officer) of Seller certifying form attached hereto as to (i) the resolutions of the board of directors (or equivalent managing body) of SellerExhibit O, duly adopted and in effect, which authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby, and (ii) the names and signatures of the officers of Seller executed by an authorized to sign this Agreement and the documents to be delivered hereunder. 2.3 At the Closing, Purchaser shall deliver to Seller (i) a signed counterpart to this Agreement; (ii) a signed counterpart of the Assignment and Assumption Agreement; (iii) Copies of all consents, approvals, waivers and authorizations referred to in Section 3.2 hereof; (iv) a signed counterpart of the Amendment; and (v) A certificate of the Secretary or Assistant Secretary (or equivalent officer) of Purchaser certifying as to (i) the resolutions of the board of directors (or equivalent managing body) officer of Purchaser, duly adopted and in effect, which authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby, and (ii) the names and signatures of the officers of Purchaser authorized to sign this Agreement and the documents to be delivered hereunder.

Closing. 2.1 (a) The closing of the transactions contemplated by this Agreement (the “Closing”) Closing shall take place simultaneously with remotely via the execution exchange of this Agreement documents and signatures by electronic mail and overnight courier service on (i) the parties heretosecond (2nd) Business Day following the satisfaction (or, to the extent permitted hereby and by applicable Law, waiver) of the conditions set forth in Article VIII (other than the conditions that by their nature are to be satisfied by actions to be taken on the Closing Date, but subject to the waiver or satisfaction of such conditions) or (ii) at such other time and place as the Parties may mutually agree in writing. The date on which the Closing occurs is called the “Closing Date.” The Closing shall be deemed to occur and be effective as of 12:01 a.m. on the Closing Date. 2.2 (b) At the Closing, Seller shall deliver or cause to be delivered to Purchaser the followingfollowing instruments and documents, in each case, in form and substance reasonably acceptable to Purchaser: (i) a signed counterpart to this Agreementreceipt for payment of the Purchase Price; (ii) a membership interest power conveying certificate of an authorized officer of Seller as to the Interests resolutions adopted by the members, board of managers or similar governing body of Seller relating to Purchaserthe transactions contemplated hereby; (iii) a signed counterpart executed copies of the Assignment and Assumption Agreement, the form of which is attached hereto as Exhibit A, related to the assignment and assumption of the Assumed Note (the “Assignment and Assumption Agreement”)Required Third Party Consents; (iv) copies assignments of all consentsAssumed Contracts, approvals, waivers and authorizations referred to in Section 4.2 hereofduly executed by Seller or its applicable Affiliate; (v) a signed counterpart the Bill of Sale, duly executed by an authorized officer of Seller; (vi) general assignments duly executed by S▇▇▇▇▇ and all of the AmendmentSeller Affiliates assigning to Purchaser all right, title and interest they may have in and to any of the Purchased Assets, including assignments of all URLs to the extent owned by any Seller Affiliate and used or held for use in connection with the Exploitation of the Product; (vii) physical or, to the extent available, electronic copies of the Purchased Documents; (viii) a duly executed non-foreign affidavit under Section 1445 of the Code and the Treasury Regulations promulgated thereunder; (ix) the Services Agreement, duly executed by an authorized officer of Seller; (x) evidence reasonably satisfactory to Purchaser of the termination of the Affiliate Agreements; (xi) either (A) evidence in form and substance reasonably satisfactory to Purchaser that those Liens on the Purchased Assets (other than Permitted Encumbrances) set forth on Schedule 1.1(b) have been or will be released at the Closing or (B) written authorization from the appropriate Lien holders authorizing Purchaser to file terminations or releases of which is attached hereto as such Liens set forth on Schedule 1.1(b); (xii) a side letter, in form and substance reasonably satisfactory to Purchaser, duly executed by authorized officers of the applicable Affiliates of Seller, addressing only those matters set forth in Exhibit BC (the “Side Letter”); and (vixiii) a certificate of the Secretary or Assistant Secretary (or equivalent officer) of Seller certifying as termination agreement, in form and substance reasonably satisfactory to (i) the resolutions of the board of directors (or equivalent managing body) of SellerPurchaser, duly adopted and executed by an authorized officer of Purchaser, Purchaser, terminating in effect, which authorize all respects the execution, delivery and performance of this Trademark License-Back Agreement and (the transactions contemplated hereby, and (ii) the names and signatures of the officers of Seller authorized to sign this Agreement and the documents to be delivered hereunder“Termination Agreement”). 2.3 (c) At the Closing, Purchaser shall deliver or cause to be delivered to Seller, the following: (x) the Purchase Price, as provided in Section 2.6(a), and (y) the following instruments and documents, in each case, in form and substance reasonably acceptable to Seller: (i) a signed counterpart to this AgreementAssignments of Assumed Contracts duly executed by P▇▇▇▇▇▇▇▇; (ii) a signed counterpart executed assumption agreements and all other instruments appropriate to evidence Purchaser’s assumption of the Assignment and Assumption AgreementAssumed Liabilities; (iii) Copies certificates of all consents, approvals, waivers and authorizations referred an authorized officer of Purchaser as to in Section 3.2 hereofthe resolutions adopted by the Boards of Directors of Purchaser relating to the transactions contemplated hereby; (iv) a signed counterpart the Services Agreement, duly executed by an authorized officer of Purchaser; (v) the AmendmentTermination Agreement, duly executed by an authorized officer of P▇▇▇▇▇▇▇▇; and (v) A certificate of the Secretary or Assistant Secretary (or equivalent officer) of Purchaser certifying as to (ivi) the resolutions of the board of directors (or equivalent managing body) Side Letter, duly executed by an authorized officer of Purchaser, duly adopted and in effect, which authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby, and (ii) the names and signatures of the officers of Purchaser authorized to sign this Agreement and the documents to be delivered hereunder.

Closing. 2.1 (a) The closing of the transactions contemplated by this Agreement purchase and sale of the Preferred Securities (the “Closing”) shall take place simultaneously with at the execution offices of this Agreement Leucadia National Corporation, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ immediately upon the later of (i) the satisfaction or waiver of each of the conditions set forth in Section 6 (other than those conditions which, by their terms, are to be satisfied or waived at the Closing) and (ii) 6:00 p.m. Eastern time on the fifth Business Day following the date hereof, or at such other place or such other date as agreed to by the parties heretohereto in writing (the “Closing Date”). 2.2 (b) At the Closing, : (i) each Seller shall deliver to Purchaser one or more certificates representing the following: (i) a signed counterpart Preferred Securities set forth next to this Agreementsuch Seller’s name on Annex C; (ii) a membership each Seller shall deliver to the Escrow Agent one or more certificates (or, at such Seller’s option, through delivery by electronic book entry form) representing the Company Shares set forth next to such Seller’s name on Annex A, along with duly executed instruments of transfer or assignment in blank in respect of such Company Shares, conveying (in accordance with and subject to the terms of the Exchange Agreement) all right, title and interest power conveying to and in the Interests to PurchaserCompany Shares, free and clear of all liens; (iii) Sellers shall deliver to the Purchaser a signed counterpart copy of the Assignment and Assumption Agreement, Escrow Agreement duly executed by the form of which is attached hereto as Exhibit A, related to the assignment and assumption of the Assumed Note (the “Assignment and Assumption Agreement”)Sellers; (iv) copies Sellers shall deliver to the Purchaser a copy of all consents, approvals, waivers and authorizations referred to in Section 4.2 hereofthe Pledge Agreement duly executed by the Sellers; (v) Sellers shall deliver to the Purchaser a signed counterpart copy of the AmendmentExchange Agreement duly executed by the Sellers; (vi) each Seller shall deliver to the Purchaser a Power of Attorney duly executed by such Seller; (vii) each Seller shall deliver to the Purchaser an A&R LLC Agreement for its respective Security Subsidiary duly executed by such Seller; (viii) Purchaser shall deliver to the Sellers a copy of the Escrow Agreement duly executed by the Purchaser and the Escrow Agent; (ix) Purchaser shall deliver to the Sellers a copy of the Pledge Agreement duly executed by the Purchaser and the Escrow Agent; (x) Purchaser shall deliver to the Sellers a copy of the Exchange Agreement duly executed by the Purchaser; (xi) Purchaser shall deliver to the Sellers a copy of the A&R LLC Agreements for each of the Security Subsidiaries, in each case duly executed by the form of which is attached hereto as Exhibit BPurchaser; and (vixii) a certificate of the Secretary Purchaser shall deliver, or Assistant Secretary (or equivalent officer) of Seller certifying as to (i) the resolutions of the board of directors (or equivalent managing body) of Seller, duly adopted and in effect, which authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby, and (ii) the names and signatures of the officers of Seller authorized to sign this Agreement and the documents cause to be delivered hereunder. 2.3 At by one of its Affiliates, to each Seller an amount equal to the Closing, Purchaser shall deliver to Seller (i) a signed counterpart to this Agreement; (ii) a signed counterpart portion of the Assignment and Assumption Agreement; (iii) Copies Preferred Security Purchase Price set forth next to such Seller’s name on Annex C by wire transfer of all consents, approvals, waivers and authorizations referred immediately available funds to in Section 3.2 hereof; (iv) a signed counterpart of an account that such Seller shall designate prior to the Amendment; and (v) A certificate of the Secretary or Assistant Secretary (or equivalent officer) of Purchaser certifying as to (i) the resolutions of the board of directors (or equivalent managing body) of Purchaser, duly adopted and in effect, which authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby, and (ii) the names and signatures of the officers of Purchaser authorized to sign this Agreement and the documents to be delivered hereunderClosing Date.

Closing. 2.1 The closing consummation of the transactions contemplated by purchase and sale of the Assets pursuant to this Agreement (the “"Closing”") shall take place simultaneously with occur immediately following, and at the execution of this Agreement by same location as the closing of, the Refinance Loan, or on such later date and at such location as the parties heretomay agree in writing. The matters and deliveries hereafter described in this Paragraph 7 shall be deemed accomplished concurrently. The recordation of the Deed (as herein defined), the Deed of Trust and any financing statements shall be accomplished not later than the Closing. 2.2 (a) At the Closing, Seller CLP shall deliver to Purchaser Orion and/or ITB, as the followingcase may be: (i) a signed counterpart such bills of sale, assignment(s), or endorsement(s) of certificates of title, as appropriate, for the Personal Property, the Intangible Property, the Engineering Records, the FCC License and the Insurance Policies in favor of Purchaser or its designee, all in form and substance acceptable to this Agreementthe parties and their respective counsel; (ii) a membership interest power Grant, Bargain and Sale Deed conveying fee simple title to the Interests Real Estate to PurchaserOrion, in the form commonly in use in the State of Nevada (the "Deed"); (iii) a signed counterpart "non-foreign affidavit," properly executed by an officer of Orion, containing such information as shall be required by Section 1445(b)(2) of the Assignment Internal Revenue Code of 1986, as amended, and Assumption Agreement, the form of which is attached hereto as Exhibit A, related to the assignment and assumption of the Assumed Note (the “Assignment and Assumption Agreement”)regulations promulgated thereunder; (iv) copies a true, complete and correct copy of LVEN's Certificate of Incorporation, including all consentsamendments thereto, approvals, waivers and authorizations referred certified by the Office of the Delaware Secretary of State no earlier than five (5) business days prior to in Section 4.2 hereofthe Closing; (v) a signed counterpart "good standing" certificate with respect to LVEN, issued by the Office of the Amendment, Delaware Secretary of State no earlier than five (5) business days prior to the form of which is attached hereto as Exhibit B; andClosing; (vi) a certificate A true, complete and correct copy of LVEN's Bylaws, including all amendments thereto, certified by LVEN's Secretary as of the Secretary or Assistant Secretary (or equivalent officer) of Seller certifying as to (i) the resolutions date of the board Closing; (vii) A true, complete and correct copy of directors (or equivalent managing body) Resolutions of Seller, duly adopted the Board of Directors of LVEN authorizing and in effect, which authorize approving the execution, execution and delivery and performance of this Agreement and the transactions contemplated hereby, and (ii) the names and signatures consummation by LVEN of the officers Transaction, certified by LVEN's Secretary as of Seller authorized to sign this Agreement and the documents to be delivered hereunder. 2.3 At date of the Closing, Purchaser shall deliver to Seller (i) a signed counterpart to this Agreement; (iiviii) a signed counterpart A true, complete and correct copy of CLP's Articles of Incorporation, including all amendments thereto, certified by the Office of the Assignment and Assumption AgreementNevada Secretary of State no earlier than five (5) business days prior to the Closing; (iii) Copies of all consents, approvals, waivers and authorizations referred to in Section 3.2 hereof; (iv) a signed counterpart of the Amendment; and (v) A certificate of the Secretary or Assistant Secretary (or equivalent officer) of Purchaser certifying as to (i) the resolutions of the board of directors (or equivalent managing body) of Purchaser, duly adopted and in effect, which authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby, and (ii) the names and signatures of the officers of Purchaser authorized to sign this Agreement and the documents to be delivered hereunder.

Closing. 2.1 The closing of the purchase and sale of the Assets, the assumption by Buyer of the Assumed Liabilities and the other transactions contemplated by this Agreement herein (the “Closing”) shall take place simultaneously with at the execution of this Agreement offices Weil, Gotshal & ▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, as soon as possible, but in no event later than two (2) Business Days, after satisfaction or waiver by the parties hereto.requisite Parties of the conditions to Closing set forth in Article VIII (other than those conditions that by their nature cannot be satisfied until the time of Closing, but subject to the satisfaction or waiver by the requisite Parties of those conditions), or at such other time or place as Buyer and Sellers may agree in writing. At and as of the Closing: 2.2 At (a) Pursuant to section 363 of the Bankruptcy Code, effective as of the Closing, Seller Sellers shall sell, assign and convey all Assets (other than Excluded Assets) to Buyer; (b) Buyer shall assume all Assumed Liabilities. All Liabilities of Sellers other than the Assumed Liabilities (the “Excluded Liabilities”), shall be retained by Sellers; (c) Sellers shall deliver to Purchaser Buyer the followingfollowing instruments, each dated as of the Closing Date, properly executed by an authorized officer or representative of the applicable Seller(s) and, where appropriate, acknowledged: (i) a signed counterpart to this Agreementan Assignment and ▇▇▇▇ of Sale Without Warranty in the form of Exhibit B (the “Assignment and ▇▇▇▇ of Sale”); (ii) a membership interest power conveying the Interests to Purchaser; (iii) a signed counterpart of the Assignment an Assumption Agreement between Sellers and Assumption Agreement, Buyer in the form of which is attached hereto as Exhibit A, related to the assignment and assumption of the Assumed Note C (the “Assignment and Assumption Agreement”); (iii) a Deed Without Warranty pertaining to each Surface Tract in the form of Exhibit D (collectively, the “Surface Deeds”), or such other jurisdictionally equivalent form as may be applicable outside of the State of Texas; (iv) copies a certificate in the form of all consents, approvals, waivers and authorizations referred to in Section 4.2 hereofExhibit E; (v) a signed counterpart of the Amendment, certificate in the form of which is attached hereto as Exhibit BF; (vi) executed documentation necessary to transfer title of the Vehicles from each applicable Seller to Buyer; and (vivii) a certificate an Intellectual Property Assignment in the form of Exhibit G, transferring all of Sellers’ right, title and interest in and to the Secretary or Assistant Secretary Transferred Intellectual Property (or equivalent officerthe “IP Assignment Agreement”); (d) of Seller certifying as to (i) the resolutions of the board of directors (or equivalent managing body) of Seller, duly adopted and in effect, which authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby, and (ii) the names and signatures of the officers of Seller authorized to sign this Agreement and the documents to be delivered hereunder. 2.3 At the Closing, Purchaser Buyer shall deliver to SellerSellers executed counterparts of the following instruments each dated the Closing Date, properly executed by an authorized officer or representative of Buyer and, where appropriate, acknowledged: (i) a signed counterpart to this Agreementcertificate in the form of Exhibit H; (ii) a signed counterpart of the Assignment and Assumption Agreement▇▇▇▇ of Sale; (iii) Copies of all consents, approvals, waivers and authorizations referred to in Section 3.2 hereof;the Assumption Agreement; and (iv) a signed counterpart the IP Assignment Agreement; (e) Buyer shall deliver an amount equal to the Closing Cash Payment Amount, by wire transfer of the Amendmentimmediately available funds, to one or more accounts designated by Sellers; and (vf) A certificate of the Secretary or Assistant Secretary (or equivalent officer) of Purchaser certifying as to (i) the resolutions of the board of directors (or equivalent managing body) of Purchaser, duly adopted and in effect, which authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby, and (ii) the names and signatures of the officers of Purchaser authorized to sign this Agreement and the documents to be delivered hereunder[Reserved].

Closing. 2.1 The closing of the transactions contemplated by this Agreement sale and purchase of the Interest (the “Closing”) shall will take place simultaneously contemporaneously with the execution and delivery of this Agreement by the parties hereto. 2.2 Agreement. At the Closing: (a) Purchaser will pay the Purchase Price to the Sellers, Seller shall by wire transfer of immediately available funds to such accounts and in such amounts as are reflected on Exhibit 2.1(c); (b) Sellers will deliver to the Purchaser, free and clear of all Liens, certificates (to the extent the Interest is represented by certificates) representing all of the Interest, duly endorsed in blank or accompanied by duly executed transfer powers or other appropriate instruments of transfer; (c) Sellers will deliver complete copies of Macoven’s Articles of Organization and Operating Agreement, including all amendments thereto, in effect as of the Closing, and a certificate of Macoven stating there have been no further amendments thereto; (d) ▇▇▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇ will execute and deliver to Purchaser employment agreements, in the following:forms attached hereto on Exhibit 2.2(d)(i) and 2.2(d)(ii), respectively (the “Employment Agreements”); (e) ZInterests will deliver (i) complete copies of its Articles of Organization and Operating Agreement in effect as of the Closing with a signed counterpart certificate of a Manager stating there have been no further charges thereto, and (ii) a unanimous written consent executed by all of its Members and Managers, in the form attached hereto on Exhibit 2.2(e), approving the transfer and sale of the Interest by ZInterests pursuant to the terms of this Agreement; (iif) Sellers will deliver a membership interest power conveying the Interests to Purchaser; (iii) a signed counterpart unanimous written consent executed by all of the Assignment Members and Assumption AgreementMangers of Macoven, in the form of which is attached hereto as on Exhibit A2.2(f), related to approving the assignment transactions contemplated hereby and assumption the execution of the Assumed Note (the “Assignment and Assumption Agreement”); (iv) copies any Ancillary Documents by a Manager of all consents, approvals, waivers and authorizations referred to in Section 4.2 hereof; (v) a signed counterpart of the Amendment, the form of which is attached hereto as Exhibit BMacoven; and (vig) a certificate of the Secretary or Assistant Secretary (or equivalent officer) of Seller certifying as to (i) the resolutions of the board of directors (or equivalent managing body) of SellerSellers’ Disclosure Letter, duly adopted all Ancillary Documents and in effect, which authorize the execution, delivery any other documents and performance of this Agreement and the transactions contemplated hereby, and (ii) the names and signatures of the officers of Seller authorized to sign this Agreement and the documents agreements required to be delivered hereunder. 2.3 At the Closing, Purchaser shall deliver to Seller (i) a signed counterpart pursuant to this Agreement; (ii) a signed counterpart of the Assignment and Assumption Agreement; (iii) Copies of all consents, approvals, waivers and authorizations referred to in Section 3.2 hereof; (iv) a signed counterpart of the Amendment; and (v) A certificate of the Secretary or Assistant Secretary (or equivalent officer) of Purchaser certifying as to (i) the resolutions of the board of directors (or equivalent managing body) of Purchaser, duly adopted and in effect, which authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby, and (ii) the names and signatures of the officers of Purchaser authorized to sign this Agreement and the documents to will be delivered hereunderexchanged.

Closing. 2.1 The closing of On the transactions contemplated by this Agreement Effective Date (the “Closing”) the Parties shall take place simultaneously with the execution perform, in order: a) Buyer shall deliver to Seller a copy of this Agreement executed by Buyer; b) Seller shall deliver a fully executed copy of this Agreement to Buyer; c) The Escrowed Funds (defined in Section 3(a) herein) shall be released to Seller; d) The Company’s shareholders and directors shall execute a joint resolution approving the parties hereto.terms of this Agreement and the appointment of Buyer’s designees to a majority of seats on the Board of Directors for the Company (the “Joint Resolution”); 2.2 At e) Buyer shall deliver to Seller a resolution of the Closingboard of directors of the Company and Irrevocable Transfer Agent Instructions to effectuate performance of Sections l(b) and 3(e) of this Agreement (attached hereto as Exhibit 2 and 3) (the “Board Resolution”); f) Buyer shall deliver to Seller a resolution of the majority shareholders of the Company to effectuate performance of Section 1(b) and 3(e) of this Agreement (attached hereto as Exhibit 4) (the “Shareholder Resolution”); g) Buyer shall deliver to Escrow Agent the Proxy (as defined in Paragraph 4(a) herein and attached as Exhibit 1); h) Seller shall deliver to Buyer the Joint Resolution; i) Upon initial release of the deposit from the Escrow Account, Seller shall deliver to Purchaser Buyer, to the following:extent reasonably available to Seller, and after the full performance of Section 3(a), true and correct copies of the Company’s business, financial and corporate records including but not limited to: correspondence files, bank statements, checkbooks, minutes of shareholder and directors meetings, financial statements, shareholder listings, stock transfer records, agreements and contracts; and, j) Seller shall (i) a signed counterpart immediately deposit the certificate(s) evidencing the Stock together with Stock Powers to this Agreement; (ii) a membership interest power conveying transfer the Interests to Purchaser; (iii) a signed counterpart of the Assignment and Assumption Agreement, the form of which is attached hereto as Exhibit A, related Stock to the assignment and assumption of Buyer into the Assumed Note (the “Assignment and Assumption Agreement”); (iv) copies of all consents, approvals, waivers and authorizations referred to in Section 4.2 hereof; (v) a signed counterpart of the Amendment, the form of which is attached hereto as Exhibit B; and (vi) a certificate of the Secretary or Assistant Secretary (or equivalent officer) of Seller certifying as to (i) the resolutions of the board of directors (or equivalent managing body) of Seller, duly adopted and in effect, which authorize the execution, delivery and performance of this Agreement and the transactions contemplated herebyEscrow Account, and (ii) direct the names and signatures of Escrow Agent to deliver the officers of Seller authorized Stock certificates to sign this Agreement and Buyer, immediately after the documents to be delivered hereunder. 2.3 At the Closing, Purchaser shall deliver to Seller (i) a signed counterpart to this Agreement; (ii) a signed counterpart of the Assignment and Assumption Agreement; (iii) Copies of all consents, approvals, waivers and authorizations referred to in Section 3.2 hereof; (iv) a signed counterpart of the Amendment; and (v) A certificate of the Secretary or Assistant Secretary (or equivalent officer) of Purchaser certifying as to (i) the resolutions of the board of directors (or equivalent managing body) of Purchaser, duly adopted and in effect, which authorize the execution, delivery and full performance of this Agreement and the transactions contemplated hereby, and (iiSections 2(a) the names and signatures of the officers of Purchaser authorized to sign this Agreement and the documents to be delivered hereunderthrough 2(g) herein.

Closing. 2.1 (a) The closing consummation of the transactions contemplated by this Agreement purchase and sale of the Premises (the “"Closing”") shall take place simultaneously with at the execution offices of Fowler, White, Burnett, Hurley, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇▇, P.A., ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, on November 15, 1996 (the "Closing Date"), unless such date is extended according to the provisions of Sections 6 or 13 of this Agreement or by written agreement signed by the parties heretoparties. 2.2 (b) The Purchase Price shall be paid and all documents necessary for the consummation of this transaction shall be executed and delivered on or prior to the Closing Date, and Seller shall deliver possession of the Premises to Purchaser, subject to the rights of tenants under existing leases and leases approved by Purchaser or permitted by this Agreement. (c) At or prior to Closing, Seller shall deliver the following documents to the Escrow Agent, in each case the document shall be dated, executed by authorized representatives of Seller, and acknowledged, where required: (1) A Special Warranty Deed in the form attached hereto as EXHIBIT "B"; (2) A ▇▇▇▇ of Sale in the form attached hereto as EXHIBIT "C"; (3) An Assignment and Assumption of Leases; (4) An Assignment and Assumption of Service Contracts and Equipment Leases; (5) An Assignment and Assumption of Intangible Property; (6) Letters to tenants at the Real Estate instructing the tenants to pay rent at the direction of Purchaser and to recognize Purchaser as landlord under their respective Leases; (7) Originals of all Leases in Seller's possession, together with a Certificate of Rent Roll; (8) An estoppel certificate, in form substantially in accordance with EXHIBIT "D" attached hereto, executed by Blockbuster Video, Publix and Eckerd Drugs ("Anchor Tenants") and by other tenants occupying at least ninety percent (90%) of the rentable space in the Premises not occupied by the Anchor Tenants, provided that such other tenants must include Lakes Pre-School, Allstate Insurance Company (provided that if an estoppel certificate from Allstate Insurance Company is not delivered at closing, Seller shall execute and deliver an estoppel certificate to Purchaser at Closing with respect to the Allstate lease which shall be substantially similar to the estoppel certificate set forth in Exhibit "D" hereto but which shall be based upon Seller's best knowledge and belief) and Lady of America ("Required Tenants"); provided further, that estoppel certificates containing only non-material exceptions, qualifications or modifications shall be deemed to be in accordance with EXHIBIT "D", except that Anchor Tenants may utilize their own form of estoppel certificate customarily utilized by them in lieu of the form set forth on EXHIBIT "D," and such Anchor Tenant's form shall be acceptable to Purchaser unless it discloses a material adverse exception(s), qualification(s), or modification(s). Failure by Seller to obtain any estoppel certificates shall not constitute a default by Seller under this Agreement, provided Seller exercises reasonable efforts and due diligence in attempting to obtain same. Should Seller not obtain the requisite estoppel certificates as provided for in this subparagraph 4(c)(8), Purchaser, at its sole option, shall have the right to cancel this Agreement; (9) An affidavit sworn by an officer of Seller to the effect that Seller is not a "foreign person" as that term is defined in Section 1445(f)(3) of the Internal Revenue Code of 1986, as amended, which affidavit shall be in such form as may be prescribed by federal regulations; (10) Termination statements terminating, as of the date of Closing, all Service Contracts and management and leasing contracts relating to the Improvements which Purchaser has decided, in its sole discretion, to terminate, and instructs Seller to terminate by written notice delivered to Seller at least sixty (60) days prior to the Closing; (11) Certified copies of, as applicable (i) the partnership agreement (if such partnership agreements exist) of Seller and each partnership that is a partner of Seller or a partner of a partner of Seller, (ii) the articles of incorporation of all corporations which are partners of partners, (iii) the Articles of Incorporation of Seller, (iv) partnership and corporate resolutions authorizing this transaction, (v) incumbency certificates, all showing the authority of the Seller to consummate the transaction contemplated by the agreement, and (vi) certificates of good standing issued by the state authority licensing any entity aforedescribed evidencing said entity to be in good standing as of the Effective Date and to a date as close as practicable to the Closing Date; (12) Assumption documents from the Mortgagee for assumption by Purchaser of the Existing Mortgage. Failure of Seller to obtain said documents from the Mortgagee shall not constitute a default by Seller under the Agreement; and (13) Should the closing of the Chevron Parcel occur prior to the Closing of this Agreement, Seller shall provide Purchaser, at the closing of the Chevron Parcel, with originals (except that if originals have been previously delivered to Chevron USA, in which event copies) of all tenants' consents to the sale of the Chevron Parcel. In the event the Closing of this Agreement shall occur prior to the closing of the Chevron Agreement, at the Closing of this Agreement Seller shall deliver to Purchaser the following: (i) a signed counterpart original tenants' consents to this Agreement; (ii) a membership interest power conveying the Interests to Purchaser; (iii) a signed counterpart sale of the Assignment and Assumption Agreement, the form Chevron Parcel then in Seller's possession. The forms of which is attached hereto as Exhibit A, related all such documents shall be delivered to Purchaser at least ten (10) days prior to the assignment and assumption of the Assumed Note (the “Assignment and Assumption Agreement”); (iv) copies of all consents, approvals, waivers and authorizations referred to in Section 4.2 hereof; (v) a signed counterpart of the Amendment, the form of which is attached hereto as Exhibit B; and (vi) a certificate of the Secretary or Assistant Secretary (or equivalent officer) of Seller certifying as to (i) the resolutions of the board of directors (or equivalent managing body) of Seller, duly adopted and in effect, which authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby, and (ii) the names and signatures of the officers of Seller authorized to sign this Agreement and the documents to be delivered hereunderClosing Date. 2.3 At the Closing, Purchaser shall deliver to Seller (i) a signed counterpart to this Agreement; (ii) a signed counterpart of the Assignment and Assumption Agreement; (iii) Copies of all consents, approvals, waivers and authorizations referred to in Section 3.2 hereof; (iv) a signed counterpart of the Amendment; and (v) A certificate of the Secretary or Assistant Secretary (or equivalent officer) of Purchaser certifying as to (i) the resolutions of the board of directors (or equivalent managing body) of Purchaser, duly adopted and in effect, which authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby, and (ii) the names and signatures of the officers of Purchaser authorized to sign this Agreement and the documents to be delivered hereunder.

Closing. 2.1 The closing of the purchase and sale of the Assets, the assumption by Buyer of the Assumed Liabilities and the other transactions contemplated by this Agreement herein (the “Closing”) shall take place simultaneously with at the execution of this Agreement offices Weil, Gotshal & M▇▇▇▇▇ LLP, 2▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, as soon as possible, but in no event later than two (2) Business Days, after satisfaction or waiver by the parties hereto.requisite Parties of the conditions to Closing set forth in Article VIII (other than those conditions that by their nature cannot be satisfied until the time of Closing, but subject to the satisfaction or waiver by the requisite Parties of those conditions), or at such other time or place as Buyer and Sellers may agree in writing. At and as of the Closing: 2.2 At (a) Pursuant to section 363 of the Bankruptcy Code, effective as of the Closing, Seller Sellers shall sell, assign and convey all Assets (other than Excluded Assets) to Buyer; (b) Buyer shall assume all Assumed Liabilities. All Liabilities of Sellers other than the Assumed Liabilities (the “Excluded Liabilities”) shall be retained by Sellers; (c) Sellers shall deliver to Purchaser Buyer the followingfollowing instruments, each dated as of the Closing Date, properly executed by an authorized officer or representative of the applicable Seller(s) and, where appropriate, acknowledged: (i) a signed counterpart to this Agreementan Assignment and B▇▇▇ of Sale Without Warranty in the form of Exhibit B (the “Assignment and B▇▇▇ of Sale”); (ii) a membership interest power conveying with respect to each SWD Well and Water Well, all forms required by applicable Governmental Authorities to substitute Buyer as owner and operator of such SWD Well or Water Well (as applicable), including all applicable designations of operator forms (collectively, the Interests to Purchaser“Operator Forms”); (iii) a signed counterpart of the Assignment an Assumption Agreement between Sellers and Assumption Agreement, Buyer in the form of which is attached hereto as Exhibit A, related to the assignment and assumption of the Assumed Note C (the “Assignment and Assumption Agreement”); (iv) copies a Deed Without Warranty pertaining to each Surface Tract in the form of all consentsExhibit D (collectively, approvalsthe “Surface Deeds”), waivers and authorizations referred to in Section 4.2 hereofor such other jurisdictionally equivalent form as may be applicable outside of the State of Texas; (v) a signed counterpart of the Amendment, certificate in the form of which is attached hereto as Exhibit B; andE; (vi) a certificate in the form of Exhibit F; (vii) executed documentation necessary to transfer title of the Secretary or Assistant Secretary Vehicles from each applicable Seller to Buyer; and (or equivalent officerviii) an Intellectual Property Assignment in the form of Seller certifying as Exhibit G, transferring all of Sellers’ right, title and interest in and to the Transferred Intellectual Property (i) the resolutions of the board of directors (or equivalent managing body) of Seller, duly adopted and in effect, which authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby, and (ii) the names and signatures of the officers of Seller authorized to sign this Agreement and the documents to be delivered hereunder“IP Assignment Agreement”). 2.3 At the Closing, Purchaser (d) Buyer shall deliver to SellerSellers executed counterparts of the following instruments each dated the Closing Date, properly executed by an authorized officer or representative of Parent and/or Buyer, as applicable, and, where appropriate, acknowledged: (i) a signed counterpart to this Agreementcertificate in the form of Exhibit H; (ii) a signed counterpart of the Assignment and B▇▇▇ of Sale; (iii) the Assumption Agreement; (iii) Copies of all consents, approvals, waivers and authorizations referred to in Section 3.2 hereof; (iv) a signed counterpart of the AmendmentOperator Forms; and (v) A certificate the IP Assignment Agreement. (e) Buyer shall deliver an amount equal to the Closing Date Cash Consideration, by wire transfer of immediately available funds, to one or more accounts designated by Sellers; and (f) Parent shall issue to Basic the Stock Consideration by means of book-entry transfer of the Secretary or Assistant Secretary (or equivalent officer) Stock Consideration registered in the name of Purchaser certifying as Basic and shall provide evidence to (i) Sellers of such issuance instructions to the resolutions of the board of directors (or equivalent managing body) of Purchaser, duly adopted and in effect, which authorize the execution, Transfer Agent promptly after delivery and performance of this Agreement and the transactions contemplated hereby, and (ii) the names and signatures of the officers of Purchaser authorized to sign this Agreement and the documents to be delivered hereunderthereof.

Closing. 2.1 (a) The closing (the "Closing") of the transactions contemplated by this Agreement (shall occur upon the “Closing”) shall take place simultaneously with satisfaction or waiver of the execution conditions precedent set forth in Article V of this Agreement on a date which is mutually agreed to by the parties, but in no event later than March 31, 2000 (the "Closing Date"). The Closing shall occur in the office of Buyer's counsel in Atlanta, Georgia, or such other place as shall be agreed to by the parties. It is expressly understood by the parties heretothat the Closing shall be effective for accounting purposes as of the Effective Date. 2.2 (b) At the Closing, Seller the Company, the Principal Shareholders and the Buyer, as applicable, shall execute, acknowledge and/or deliver or cause to Purchaser be delivered the following: (i) A general ▇▇▇▇ of Sale, duly executed and acknowledged, in a signed counterpart form reasonably acceptable to Buyer and the Company, transferring to Buyer the Tangible Personal Property free and clear of all Security Interests; (ii) An Assignment Agreement, in a form reasonably acceptable to Buyer and the Company, duly executed and acknowledged, assigning to Buyer the Branch Agreements and the Intangible Property; (iii) Employment Agreements (the "Employment Agreements"), duly executed and acknowledged, in a form reasonably acceptable to Buyer and each Principal Shareholder, as contemplated by Section 7.01 of this Agreement; (iiiv) A copy of a membership interest power conveying resolution duly adopted by the Interests to Purchaser; (iii) a signed counterpart Board of Directors of the Assignment Company, certified by its secretary, authorizing the execution and Assumption Agreement, delivery of this Agreement and the form of which is attached hereto as Exhibit A, related to the assignment and assumption consummation of the Assumed Note (the “Assignment and Assumption Agreement”); (iv) copies of all consents, approvals, waivers and authorizations referred to in Section 4.2 hereoftransactions contemplated herein; (v) A copy of a signed counterpart resolution duly adopted by the shareholders of the AmendmentCompany, certified by the Company's secretary, authorizing the consummation of the transaction contemplated herein; (vi) The opinion of counsel to the Seller substantially in the form set forth in Exhibit B; (vii) Duly executed and authenticated certificates evidencing the Payment Shares; provided, however, that (A) 400,000 of which is the Payment Shares (the "Escrowed Shares") shall be deposited with the Escrow Agent and held and distributed in accordance with the terms and conditions of an Escrow Agreement substantially in the form attached hereto as Exhibit C, and as more fully described in Article VIII hereof and (B) 150,000 of the Payment Shares shall be deposited with the Escrow Agent to be held in order to satisfy outstanding claims against the Company by Regions Bank pursuant to an escrow agreement to be entered into by and between Seller, Regions Bank and the Escrow Agent; (viii) Any and all other instruments reasonably required or requested by Buyer in connection with the Closing. (Seller shall use its best efforts to obtain and deliver to Buyer any and all instruments and documents reasonably required or requested by Buyer from any third party in connection with this transaction and reasonably determined by Buyer to be reasonably necessary for the consummation of this transaction, including, but not limited, the consents necessary to transfer and assign the Branch Agreements to Buyer); (ix) The Escrow Agreement substantially in the form attached hereto as Exhibit C; (x) Duly executed and authenticated certificates representing the Escrowed Shares (which will be delivered to the Escrow Agent at the Closing); (xi) A management agreement by and between Buyer and Seller whereby Buyer shall manage the business operations of Seller until Buyer receives the necessary regulatory approvals to conduct the Branch Operations; and (vixii) a certificate of Certificates representing the Secretary or Assistant Secretary (or equivalent officer) of Seller certifying as to (i) the resolutions of the board of directors (or equivalent managing body) of SellerTLI Shares, duly adopted and in effect, which authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby, and (ii) the names and signatures of the officers of Seller authorized endorsed for transfer to sign this Agreement and the documents to be delivered hereunderBuyer or Buyer's designee or accompanied with duly executed blank stock powers for transfer. 2.3 At the Closing, Purchaser shall deliver to Seller (i) a signed counterpart to this Agreement; (ii) a signed counterpart of the Assignment and Assumption Agreement; (iii) Copies of all consents, approvals, waivers and authorizations referred to in Section 3.2 hereof; (iv) a signed counterpart of the Amendment; and (v) A certificate of the Secretary or Assistant Secretary (or equivalent officer) of Purchaser certifying as to (i) the resolutions of the board of directors (or equivalent managing body) of Purchaser, duly adopted and in effect, which authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby, and (ii) the names and signatures of the officers of Purchaser authorized to sign this Agreement and the documents to be delivered hereunder.

Closing. 2.1 The closing of the transactions contemplated by this Agreement (the “Closing”) shall take place simultaneously with by correspondence and facsimile as promptly as reasonably practicable following, but in no event later than the execution fifth Business Day following the date upon which the conditions precedent in Sections 5 and 6 have been satisfied or such other date as the parties otherwise agree (the actual date of such Closing, the “Closing Date”). Subject to the provisions of Section 9.13 of this Agreement, the failure to consummate the Closing on the date and time determined pursuant to this Section 2.7 shall not result in the termination of this Agreement by the parties hereto. 2.2 and shall not relieve any party to this Agreement of any obligation under this Agreement. At the Closing, Seller shall deliver to Purchaser the following: (a) Sellers will deliver to Purchaser, properly executed, (i) a signed counterpart to this Agreement; (ii) a membership interest power conveying the Interests to Purchaser; (iii) a signed counterpart of the an Assignment and Assumption Agreement, Agreement in the form of which is attached hereto as Exhibit A, related to the assignment and assumption of the Assumed Note B (the “Assignment and Assumption Agreement”), (ii) an Assignment of Trademarks and Trademark Applications in the form of Exhibit C (the “Trademark Assignment Agreement”), (iii) a ▇▇▇▇ of Sale in the form of Exhibit D (the “▇▇▇▇ of Sale”) and (iv) such other instruments of sale, transfer, conveyance and assignment as Purchaser and its counsel may reasonably request and (v) the certificates, instruments, agreements and other documents specified in Section 5; (ivb) copies of all consentsPurchaser will deliver to Sellers, approvalsproperly executed, waivers and authorizations referred to in Section 4.2 hereof; (v) a signed counterpart of the Amendment, the form of which is attached hereto as Exhibit B; and (vi) a certificate of the Secretary or Assistant Secretary (or equivalent officer) of Seller certifying as to (i) the resolutions of the board of directors (or equivalent managing body) of Seller, duly adopted and in effect, which authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby, and (ii) the names and signatures of the officers of Seller authorized to sign this Agreement and the documents to be delivered hereunder. 2.3 At the Closing, Purchaser shall deliver to Seller (i) a signed counterpart to this Agreement; (ii) a signed counterpart of the Assignment and Assumption Agreement, (ii) the Trademark Assignment Agreement, (iii) the ▇▇▇▇ of Sale, and (iv) the certificates, instruments, agreements and other documents specified in Section 6; (iiic) Copies Purchaser will pay to Sellers an amount equal to the Closing Payment by wire transfer of all consents, approvals, waivers and authorizations referred immediately available funds in accordance with the written instructions of Sellers furnished to in Section 3.2 hereof; (iv) a signed counterpart of Purchaser at least two Business Days prior to the AmendmentClosing Date; and (vd) A certificate Purchaser will instruct its transfer agent to issue any portion of the Secretary or Assistant Secretary (or equivalent officer) Closing Payment that is payable with Share Consideration. Simultaneously with the delivery of such documents and the payment of such amounts, Sellers shall put Purchaser certifying as to (i) the resolutions in possession and operating control of the board Acquired Assets, which, except as otherwise expressly provided herein, shall be free and clear of directors (or equivalent managing body) of Purchaser, duly adopted and in effect, which authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby, and (ii) the names and signatures of the officers of Purchaser authorized to sign this Agreement and the documents to be delivered hereunderall Liens.

Closing. 2.1 (a) The closing of the transactions contemplated by this Agreement (the “Closing”) Closing shall take place simultaneously with remotely via the execution exchange of this Agreement documents and signatures by electronic mail and overnight courier service on (i) the parties heretosecond (2nd) Business Day following the satisfaction (or, to the extent permitted hereby and by applicable Law, waiver) of the conditions set forth in Article VIII (other than the conditions that by their nature are to be satisfied by actions to be taken on the Closing Date, but subject to the waiver or satisfaction of such conditions) or (ii) at such other time and place as the Parties may mutually agree in writing. The date on which the Closing occurs is called the “Closing Date.” The Closing shall be deemed to occur and be effective as of 12:01 a.m. on the Closing Date. ​ 2.2 (b) At the Closing, Seller shall deliver or cause to be delivered to Purchaser the following:following instruments and documents, in each case, in form and substance reasonably acceptable to Purchaser: ​ (i) a signed counterpart to this Agreement;receipt for payment of the Purchase Price; ​ (ii) a membership interest power conveying certificate of an authorized officer of Seller as to the Interests resolutions adopted by the members, board of managers or similar governing body of Seller relating to Purchaser;the transactions contemplated hereby; ​ (iii) a signed counterpart executed copies of the Assignment Required Third Party Consents; ​ (iv) assignments of Assumed Contracts, duly executed by Seller or its applicable Affiliate; ​ (v) the ▇▇▇▇ of Sale, duly executed by an authorized officer of Seller; ​ (vi) general assignments duly executed by Seller and Assumption all of the Seller Affiliates assigning to Purchaser all right, title and interest they may have in and to any of the Purchased Assets, including assignments of all URLs to the extent owned by any Seller Affiliate and used or held for use in connection with the Exploitation of the Product; ​ (vii) physical or, to the extent available, electronic copies of the Purchased Documents; ​ (viii) a duly executed non-foreign affidavit under Section 1445 of the Code and the Treasury Regulations promulgated thereunder; ​ (ix) the Services Agreement, the form duly executed by an authorized officer of which is attached hereto as Exhibit A, related Seller; ​ (x) evidence reasonably satisfactory to the assignment and assumption Purchaser of the Assumed Note termination of the Affiliate Agreements; ​ (xi) either (A) evidence in form and substance reasonably satisfactory to Purchaser that those Liens on the “Assignment and Assumption Agreement”Purchased Assets (other than Permitted Encumbrances) set forth on Schedule 1.1(b) have been or will be released at the Closing or (B) written authorization from the appropriate Lien holders authorizing Purchaser to file terminations or releases of such Liens set forth on Schedule 1.1(b); (iv) copies of all consents, approvals, waivers and authorizations referred to in Section 4.2 hereof; (vxii) a signed counterpart side letter, in form and substance reasonably satisfactory to Purchaser, duly executed by authorized officers of the Amendment, the form of which is attached hereto as Exhibit B; and (vi) a certificate of the Secretary or Assistant Secretary (or equivalent officer) of Seller certifying as to (i) the resolutions of the board of directors (or equivalent managing body) applicable Affiliates of Seller, addressing only those matters set forth in Exhibit C (the “Side Letter”); and ​ (xiii) a termination agreement, in form and substance reasonably satisfactory to Purchaser, duly adopted and executed by an authorized officer of Purchaser, Purchaser, terminating in effect, which authorize all respects the execution, delivery and performance of this Trademark License-Back Agreement and (the transactions contemplated hereby, and (ii) the names and signatures of the officers of Seller authorized to sign this Agreement and the documents to be delivered hereunder“Termination Agreement”). 2.3 (c) At the Closing, Purchaser shall deliver or cause to be delivered to Seller, the following: (x) the Purchase Price, as provided in Section 2.6(a), and (y) the following instruments and documents, in each case, in form and substance reasonably acceptable to Seller: ​ (i) a signed counterpart to this Agreement;Assignments of Assumed Contracts duly executed by Purchaser; ​ (ii) a signed counterpart executed assumption agreements and all other instruments appropriate to evidence Purchaser’s assumption of the Assignment and Assumption Agreement;Assumed Liabilities; ​ (iii) Copies certificates of all consents, approvals, waivers and authorizations referred an authorized officer of Purchaser as to in Section 3.2 hereof;the resolutions adopted by the Boards of Directors of Purchaser relating to the transactions contemplated hereby; ​ (iv) a signed counterpart the Services Agreement, duly executed by an authorized officer of the AmendmentPurchaser; and​ (v) A certificate the Termination Agreement, duly executed by an authorized officer of the Secretary or Assistant Secretary Purchaser; and ​ (or equivalent officer) of Purchaser certifying as to (ivi) the resolutions of the board of directors (or equivalent managing body) Side Letter, duly executed by an authorized officer of Purchaser, duly adopted and in effect, which authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby, and (ii) the names and signatures of the officers of Purchaser authorized to sign this Agreement and the documents to be delivered hereunder.

Closing. 2.1 The closing of the transactions contemplated by this Agreement (the “Closing”) of the purchase and sale of the Purchased Assets and the assumption of the Assumed Liabilities hereunder shall take place simultaneously with via the execution exchange of this Agreement documents by mail or electronic delivery services as soon as possible following entry of the parties hereto. 2.2 Sale Order, but in no event later than three (3) Business Days, after satisfaction of the conditions set forth in Article 8, or at such other time or place as Buyer and the Company may agree in writing. At the Closing: (a) Sellers shall deliver, Seller shall deliver or cause to Purchaser the followingbe delivered, to Buyer: (i) a signed counterpart to this Agreement; (ii) a membership interest power conveying the Interests to Purchaser; (iii) a signed counterpart of the Assignment and Assumption Agreement, the form of which is attached hereto as Exhibit A, related to the one or more assignment and assumption of agreements, in a form and substance reasonably acceptable to the Assumed Note Company and Buyer (the “Assignment and Assumption AgreementAgreements”), duly executed by each applicable Seller; (ii) one or more bills of sale, in a form and substance reasonably acceptable to the Company and Buyer (the “Bills of Sale”), duly executed by each applicable Seller; (iii) (x) one or more instruments of assignment of the Patents in form and substance reasonably acceptable to the Company and Buyer (the “Assignment of Patents”) and (y) one or more instruments of assignment of Trademarks in a form and substance reasonably acceptable to the Company and Buyer (the “Assignment of Trademarks”), in each case, duly executed by each applicable Seller; (iv) copies a letter of all consentsdirection directing the administrative agent of the DIP Facility to release to Buyer (or a Buyer Designee) original stock, approvalsunit or interest certificates evidencing the Purchased Shares (if any) duly endorsed in blank or accompanied by stock powers or other instruments of transfer duly executed in blank, waivers and authorizations referred to in Section 4.2 hereofwith any required stock transfer tax stamps affixed thereto; (v) a signed counterpart certificate, dated as of the AmendmentClosing Date, executed by a duly authorized officer of the Company certifying that the conditions set forth in Section 8.02(a) and Section 8.02(b) have been satisfied; (vi) each third party consent, waiver, authorization or approval set forth on Section 2.08(a)(vi) of the Disclosure Schedules, each in form and substance reasonably acceptable to Buyer; (vii) either (A) an IRS Form W-9 of which each Seller that is attached hereto a “United States person” within the meaning of Section 7701(a)(30) of the Code or (B) if such Seller is unable to provide an IRS Form W-9, such other documentation as Exhibit Bpermitted by the Code, Treasury Regulations or IRS guidance in effect as of the Closing Date to establish an exemption from withholding under Code Sections 1445 and 1446(f); and (viviii) a certificate such other deeds, bills of sale, assignments, share transfer forms and other good and sufficient instruments of conveyance and assignment, each in form reasonably satisfactory to Buyer and Sellers, as Buyer deems reasonably necessary to vest in, and transfer to, Buyer all right, title and interest in, to and under the Purchased Assets (including the Purchased Shares). (b) Buyer shall deliver, or cause to be delivered, to the Company or to such other Person(s) as may be entitled to payment therefrom (for the satisfaction and discharge of the Secretary or Assistant Secretary (or equivalent officer) of Seller certifying DIP Obligations and the Cure Costs), as to applicable: (i) the resolutions of Closing Date Payment (which shall include (x) the board of directors Wind-Down Amount to the extent that the Wind-Down Amount is not reduced to zero (or equivalent managing body0) of Seller, duly adopted and in effect, which authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby, by Retained Cash and (iiy) the names and signatures of DIP Payment Amount to the officers of Seller authorized extent the DIP Payment Amount is not reduced to sign this Agreement and the documents to be delivered hereunder. 2.3 At the Closing, Purchaser shall deliver to Seller (i) a signed counterpart to this Agreement; (ii) a signed counterpart of the Assignment and Assumption Agreement; (iii) Copies of all consents, approvals, waivers and authorizations referred to in Section 3.2 hereof; (iv) a signed counterpart of the Amendment; and (v) A certificate of the Secretary or Assistant Secretary (or equivalent officer) of Purchaser certifying as to (i) the resolutions of the board of directors (or equivalent managing body) of Purchaser, duly adopted and in effect, which authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby, and (ii) the names and signatures of the officers of Purchaser authorized to sign this Agreement and the documents to be delivered hereunder.zero

Closing. 2.1 (a) The closing of the transactions contemplated by this Agreement Reverse Merger (the “Closing”) shall will take place simultaneously at the offices of ▇▇▇▇▇ Day at ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, concurrently with the execution of this Agreement by or at such other time and place as the parties heretoParties agree in writing (the “Closing Date”). 2.2 (b) At the Closing, Seller the Company shall deliver to Purchaser Parent the followingfollowing agreements and instruments (each of which shall be in full force and effect) and other documents: (i1) the Restricted Stock and Joinder Agreements, executed by each stockholder of the Company; (2) the Option Consents, executed by each optionholder of the Company; (3) the Warrant Cancellation Agreements, executed by each of the Cash-Out Warrantholders; ***CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THIS OMITTED INFORMATION.*** (4) the U.S. Founder Employment Agreements, executed by each U.S. Founder; (5) the Spanish Founder Employment Agreement, executed by the Spanish Founder; (6) the Spanish Employment Agreements, executed by each of the Spanish Service Providers set forth on Schedule 1.2(b)(6); (7) the Non-competition Agreements, executed by each U.S. Founder and the Spanish Founder; (8) an offer letter with Parent, executed by each of the Other Service Providers to the Company set forth on Schedule 1.2(b)(8); (9) a signed counterpart certificate, dated as of the Closing Date, of the president and chief executive officer of the Company, certifying that attached are true and correct copies of its Charter, bylaws, board of directors actions and stockholders’ actions in connection with the Transactions; (10) a long-form good standing certificate for the Company issued by the relevant Governmental Authority within five days of the Closing Date; (11) confirmation of the good standings described in Section 1.2(b)(10) as of the Closing Date; (12) a certificate of the president and chief executive officer of the Company setting forth or accompanying the following information and certifying that the information is accurate and complete: (A) the Company Transaction Expenses as of immediately prior to the Closing; (B) the Company Indebtedness as of immediately prior to the Closing; and (C) a spreadsheet (the “Spreadsheet”) in a form reasonably acceptable to Parent setting forth as of the Closing Date the following information relating to each of the Company Securityholders and the securities of the Company held by that Company Securityholder: (1) the name, address and, to the extent required by Law in connection with the Transactions, taxpayer identification number of the holder; (2) the type of security of the Company as to which the information described in the following clauses (3) to (15) is being provided; (3) the number of shares of Company Common Stock held by, or subject to the Company Warrants or Company Options held by, the holder and, in the case of outstanding Company Common Stock, the respective certificate numbers; (4) the exercise price per share in ***CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THIS OMITTED INFORMATION.*** effect as of the Closing Date for each Company Option and Company Warrant; (5) the tax status under Section 422 of the Code of each Company Option; (6) under the column heading “Cash Consideration at Closing,” the aggregate amount of cash payable to the holder in respect of the cancellation of such holder’s Company Common Stock or Company Warrants pursuant to Section 1.4 or Section 1.7; (7) under the column heading “Stock Consideration at Closing,” the aggregate number of shares of Parent Common Stock issuable to the holder in respect of the cancellation of the holder’s Company Common Stock or Company Warrants pursuant to Section 1.4 or Section 1.7 and clause (B) of the definition of Merger Consideration; (8) under the column heading “Converted Options” the aggregate number of shares of Parent Common Stock that will be subject to the Converted Options to be granted to such Company Securityholder as determined pursuant to Section 1.6; (9) under the column heading “Indemnification Holdback Contribution,” the number of shares of Parent Common Stock comprising the Indemnification Holdback Shares that are attributable to the holder; (10) the Holdback Percentage attributable to the holder; (11) under the column heading “Working Capital Holdback Contribution,” the amount of the Working Capital Holdback attributable to such holder; (12) under the column heading “Working Capital Share Reduction,” the amount of any reduction in the number of shares of Parent Company Stock payable to such holder to reflect the difference between the Target Working Capital and the Estimated Closing Date Working Capital, if any; (13) the amount of the Tax withholdings attributable to each holder of Company Common Stock and Company Warrants; (14) with respect to Company Options, the grant date, the vesting start date, vesting schedule and the extent to which the vesting of such Company Option would be accelerated by the consummation of the Merger and the Transactions or by the termination of employment or engagement or change in position of any holder thereof following or in connection with the consummation of the Merger (in the absence of any applicable waiver by any holder thereof); and (15) with respect to Company Options, confirmation that the holder of the Company Options is, as of immediately prior to the Closing, an employee of the Company and has entered into an offer letter with Parent, the Interim Surviving Entity, the Surviving Entity or any Subsidiary or Affiliate of Parent (such new offer letter, the “New Service Agreement”). (13) payoff letters from all holders of Company Indebtedness, in commercially reasonable form, specifying the amount necessary to be paid to discharge all obligations of the Company as of the Closing Date (including the principal amount, any prepayment premiums or fees or termination fees, any accrued interest and any expense reimbursement or other amounts due) under any Contracts between the Company and the holders of Company Indebtedness, as supplemented and amended, and providing for the release of all Encumbrances associated with the Company Indebtedness, the authorization of the Company to file termination statements with respect to the Encumbrances and the termination of all other obligations associated therewith upon the payment of such outstanding amounts; (14) an opinion, dated as of the Closing, of ▇▇▇▇▇▇, ▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel for the Company, in substantially the form of Exhibit G attached to this Agreement; ***CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THIS OMITTED INFORMATION.*** (15) a true, correct and complete copy of resolutions adopted by the Company’s board of directors terminating the Company Stock Plan and authorizing any other actions requested by Parent with respect to any Employee Benefit Plans; (16) evidence reasonably satisfactory to Parent that the Company has terminated or amended the Contracts listed in Schedule 1.2(b)(16), in accordance therewith; (17) evidence reasonably satisfactory to Parent that the Company has received consent from the applicable counterparty or delivered notice with respect to the Contracts set forth in Schedule 1.2(b)(17); (18) a certificate, in a form reasonably acceptable to Parent, to the effect that shares of Company Common Stock are not “U.S. real property interests” within the meaning of Section 897 of the Code, and a notice to the IRS, in accordance with the requirements of Treasury Regulations Section 1.897-2(h)(2), dated as of the Closing Date and executed by the Company, together with written authorization for Parent to deliver such notice to the IRS on behalf of the Company after the Closing; (19) a certificate of the president and chief executive officer of the Company, in a form reasonably acceptable to Parent, certifying that (A) there has been no Material Adverse Effect on the Company and (B) there has been no material breach of the representations, warranties or covenants of this Agreement; (ii20) a membership interest power conveying evidence reasonably satisfactory to Parent of the Interests termination of all Tax sharing, allocation, indemnity or similar agreements with respect to Purchaseror involving the Company as of the Closing Date and termination of any further liability thereunder, if any; (iii21) a signed counterpart copy on compact disc or DVD of all documents uploaded in the Assignment Data Room in electronic format acceptable to Parent and Assumption Agreement, the form of which is attached hereto as Exhibit A, related organized according to the assignment and assumption of hierarchy in which the Assumed Note (the “Assignment and Assumption Agreement”)Data Room was maintained; (iv22) copies letters of all consentsresignation, approvalsin a form acceptable to Parent, waivers effective immediately prior to the Effective Time, duly executed by each of the directors and authorizations referred to in Section 4.2 hereofofficers of the Company; (v23) Stockholders’ Written Consents from stockholders of the Company holding shares of Company Common Stock representing at least seventy five percent (75%) of the outstanding shares of Company Common Stock; (24) a signed counterpart copy of the Amendment, Articles of Reverse Merger executed by the form of which is attached hereto as Exhibit BCompany; and (vi25) a certificate evidence that the Invesco Financing Documents have been amended to the satisfaction of Parent to provide for the conversion of the Secretary or Assistant Secretary (or equivalent officer) of Seller certifying as to (i) the resolutions outstanding principal and unpaid accrued interest thereon and $899,184.64 of the board of directors Invesco Financing Fee into Company Common Stock immediately prior to the Closing and that such conversion into Company Common Stock has been effected. ***CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THIS OMITTED INFORMATION.*** (or equivalent managing bodyc) of Seller, duly adopted and in effect, which authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby, and (ii) the names and signatures of the officers of Seller authorized to sign this Agreement and the documents to be delivered hereunder. 2.3 At the Closing, Purchaser Parent shall deliver to Seller (i) a signed counterpart to this Agreement; (ii) a signed counterpart of Invesco Capital AG the Assignment and Assumption Agreement; (iii) Copies of all consents, approvals, waivers and authorizations referred to in Section 3.2 hereof; (iv) a signed counterpart of the Amendment; and (v) A certificate of the Secretary or Assistant Secretary (or equivalent officer) of Purchaser certifying as to (i) the resolutions of the board of directors (or equivalent managing body) of Purchaser, duly adopted and in effect, which authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby, and (ii) the names and signatures of the officers of Purchaser authorized to sign this Agreement and the documents to be delivered hereunderInvesco Financing Fee Amount.

Closing. 2.1 The Subject to the provisions of Article 7 hereof, the closing of the transactions contemplated by this Agreement Contemplated Transactions (the “Closing”) shall take place simultaneously with at the execution offices of this Agreement ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, counsel to Stonegate, on the third (3rd) Business Day after the conditions set forth in Article 7 have been satisfied or waived (other than those conditions that by their nature are to be satisfied at the parties heretoClosing but subject to the fulfillment or waiver of those conditions at the Closing), or at such other place and time as shall be agreed upon by Buyer and Seller. The date on which the Closing actually occurs is herein referred to as the “Closing Date.” The Closing shall be deemed effective as of 11:59 p.m. Pacific Time on the Closing Date, except as may otherwise be provided herein. 2.2 (a) At the Closing, Seller Stonegate shall deliver to Purchaser Seller the following: (i) a signed counterpart to this Agreementthe officers’ certificate contemplated by Section 7.1(d) hereof; (ii) a membership interest power conveying the Interests to PurchaserSecretary’s Certificate contemplated by Section 7.1(e) hereof; (iii) a signed counterpart cash in the amount of the Assignment and Assumption Closing Date Payment wired to an account designated by Seller; (iv) the Employment Agreement, executed by Stonegate; and (v) such other documents as Seller or his legal counsel may reasonably request. (b) At the form of which is attached hereto Closing, the Corporation and Seller, as Exhibit Aappropriate, related shall deliver to Stonegate the assignment and assumption of following: (i) the Assumed Note certificate contemplated by Section 7.2(d) hereof; (ii) the “Assignment and Assumption Agreement”)Secretary’s Certificate contemplated by Section 7.2(g) hereof; (iii) the stock certificates representing the Shares with accompanying stock powers assigning the stock certificates to Stonegate; (iv) copies of or other evidence reasonably acceptable to Buyer of all consentsRequired Consents, approvals, waivers and authorizations referred to in Section 4.2 hereofunless waived by Buyer; (v) a signed counterpart copies of or other evidence reasonably acceptable to Buyer of all Third-Party Consents, unless waived by Buyer; (vi) executed resignations, effective as of the AmendmentClosing Date, of each director of the form of which is attached hereto as Exhibit BCorporation requested by Stonegate at least three Business Days prior to the Closing; (vii) the Employment Agreement, executed by Seller; and (viviii) a certificate of the Secretary such other documents as Stonegate or Assistant Secretary (or equivalent officer) of Seller certifying as to (i) the resolutions of the board of directors (or equivalent managing body) of Seller, duly adopted and in effect, which authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby, and (ii) the names and signatures of the officers of Seller authorized to sign this Agreement and the documents to be delivered hereunderits legal counsel may reasonably request. 2.3 At the Closing, Purchaser shall deliver to Seller (i) a signed counterpart to this Agreement; (ii) a signed counterpart of the Assignment and Assumption Agreement; (iii) Copies of all consents, approvals, waivers and authorizations referred to in Section 3.2 hereof; (iv) a signed counterpart of the Amendment; and (v) A certificate of the Secretary or Assistant Secretary (or equivalent officer) of Purchaser certifying as to (i) the resolutions of the board of directors (or equivalent managing body) of Purchaser, duly adopted and in effect, which authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby, and (ii) the names and signatures of the officers of Purchaser authorized to sign this Agreement and the documents to be delivered hereunder.

Closing. 2.1 The closing Closing of the transactions contemplated by this Agreement purchase and sale provided for herein (the “"Closing”") shall take place simultaneously with at 10:00 a.m., local time, on November 14, 1997 at the execution offices of this Agreement Hall, Estill, Hardwick, Gable, Golden & Nels▇▇ ▇▇ Oklahoma City, Oklahoma or at such other time, date and place as may be mutually agreed upon in writing by Buyer and Famous (such time and date being referred to herein as the parties hereto"Closing Date"). 2.2 (a) At the Closing, Seller Sellers shall deliver to Purchaser Buyer the following: (i) a signed counterpart duly executed deeds, bills of sale, assignments and other instruments of conveyance conveying the Assets to this AgreementBuyer in such form and substance as Buyer shall reasonably request; (ii) a membership interest power conveying certified copies of resolutions duly adopted by each Seller's Board of Directors and shareholders approving this Agreement, any related agreements or documents and the Interests sale of the Assets to PurchaserBuyer as contemplated hereby; (iii) a signed counterpart an opinion of the Assignment and Assumption Agreement, the form of which is attached hereto counsel to Sellers on such matters as Exhibit A, related to the assignment and assumption of the Assumed Note (the “Assignment and Assumption Agreement”)Buyer shall reasonably request; (iv) copies possession of all consentsAssets, approvals, waivers which possession shall take the form of physical possession of an Asset capable of such possession and authorizations referred an instrument of transfer with respect to in Section 4.2 hereofother Assets; (v) a signed counterpart duly executed assignment of each of the AmendmentContracts and Leases together with the consent to the assignment of each Lease by lessors (and sublessors) having a right to consent to such assignment and certification by the assigning Seller that such Seller is not in default under the Contracts and Leases, and setting forth the form terms of which is attached hereto the Contracts and Leases subject to Section 5.7(c) hereof; (vi) duly executed releases of all liens held by Hell▇▇ Financial, Inc. and NCMR, Inc. against the Assets as Exhibit Bset forth on Schedule 3.16 hereof; and (vivii) a certificate of duly executed guaranty by Hell▇▇ ▇▇▇ancial, Inc. ("Hell▇▇") ▇f Sellers' obligations under Article VIII hereof (the Secretary or Assistant Secretary (or equivalent officer) of Seller certifying as to (i) the resolutions of the board of directors (or equivalent managing body) of Seller, duly adopted and in effect, which authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby, and (ii) the names and signatures of the officers of Seller authorized to sign this Agreement and the documents to be delivered hereunder"Hell▇▇ ▇▇▇ranty"). 2.3 (b) At the Closing, Purchaser Buyer shall deliver to SellerSellers the following: (i) a signed counterpart an amount equal to this Agreementeach Seller's share of the Purchase Price payable at closing as described in Section 2.1 via wire transfer of immediately available funds to an account identified by each Seller; (ii) a signed counterpart certified copies of resolutions duly adopted by the Board of Directors of Buyer approving this Agreement, any related agreements and documents and the purchase of the Assignment and Assumption AgreementAssets by Buyer as contemplated hereby; (iii) Copies the opinion of all consents, approvals, waivers and authorizations referred counsel to in Section 3.2 hereof;Buyer on such matters as Sellers shall reasonably request; and (iv) a signed counterpart an agreement of assumption (the "Assumption Agreement") regarding the assumption of the AmendmentAssumed Obligations in such form and substance as Sellers shall reasonably request; (c) At the Closing, the parties shall execute and deliver the following: (i) Management Agreement(s) (the "Management Agreements") among Buyer and Famous (or other appropriate Seller entity) pertaining to the management of Famous' restaurants located in Schaumburg, Illinois and Davie, Florida and pertaining to the management of any Restaurants as to which all necessary consents to assignment of the Leases of the Restaurants have not been obtained at Closing; and (v) A certificate of the Secretary or Assistant Secretary (or equivalent officer) of Purchaser certifying as to (i) the resolutions of the board of directors (or equivalent managing body) of Purchaser, duly adopted and in effect, which authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby, and (ii) the names a Non-Solicitation Agreement between Buyer, Sellers and signatures of the officers of Purchaser authorized to sign this Agreement and the documents to be delivered hereunder.Hell▇▇ ▇▇▇ancial, Inc.

Closing. 2.1 (a) The closing consummation of the transactions contemplated by this Agreement (the “"Closing”") shall will take place simultaneously with at the execution law offices of this Agreement by Thomas P. McNam▇▇▇, ▇.▇., ▇▇▇▇ ▇▇y to Bay Boulevard, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇ ▇▇ ▇▇▇▇▇▇ ▇ovember 21, 2001, such date being herein referred to as the parties hereto"Closing Date". 2.2 (b) At the Closing, Seller the Company and the Shareholder shall deliver or cause to Purchaser be delivered the followingfollowing items: (i) a signed counterpart Stock certificates evidencing all of the outstanding capital stock of the Company, together with stock powers duly endorsed for transfer to this Agreement;ACEN. (ii) a membership interest power conveying the Interests to Purchaser; (iii) a signed counterpart A certificate, dated as of the Assignment and Assumption AgreementClosing, the form of which is attached hereto as Exhibit A, related to the assignment and assumption signed by an officer of the Assumed Note Company certifying (the “Assignment A) that attached thereto is a true and Assumption Agreement”); (iv) copies of all consents, approvals, waivers and authorizations referred to in Section 4.2 hereof; (v) a signed counterpart complete copy of the Amendment, the form of which is attached hereto as Exhibit B; and (vi) a certificate By-Laws of the Secretary or Assistant Secretary Company, (or equivalent officerB) of Seller certifying as to (i) the resolutions of the board of directors (or equivalent managing body) of Seller, duly adopted by the Board of Directors and in effectShareholder, which authorize authorizing the execution, delivery and performance of this Agreement and each of the other documents to which the Company is a party and the consummation of all other transactions contemplated by this Agreement, and (C) the incumbency of the officer of the Company executing this Agreement. (iii) Articles of Incorporation for the Company, certified by the Florida Secretary of State. (iv) Good Standing Certificates for the Company, certified by the Florida Secretary of State. (v) The Employment Agreement, duly executed by the Company and the Shareholder. (vi) The Shareholders Agreement, duly executed by the Company and the Shareholder. (vii) The Consulting Agreement, duly executed by the Company. (viii) Copies of all third party and governmental consents, approvals and filings, if any, required by the Company and the Shareholder in connection with the transactions contemplated hereby, and (ii) the names and signatures of the officers of Seller authorized to sign by this Agreement and the documents to be delivered hereunderAgreement. 2.3 (c) At the Closing, Purchaser ACEN and TBF shall deliver or cause to Sellerbe delivered the following items: (i) a signed counterpart The Advance of $100,000 by TBF to this Agreement;ACEN. (ii) a signed counterpart of the Assignment and Assumption The Employment Agreement;, duly executed by ACEN. (iii) Copies of all consentsThe Shareholders Agreement, approvals, waivers duly executed by ACEN and authorizations referred to in Section 3.2 hereof;TBF. (iv) a signed counterpart of the Amendment; andThe Consulting Agreement, duly executed by ACEN and TBF. (v) Evidence of the appointment of designees of the Shareholder as the majority of the Board of Directors of ACEN. (vi) A certificate dated as of the Secretary or Assistant Secretary Closing, signed by an officer of ACEN, certifying (or equivalent officerA) of Purchaser certifying as to (i) the resolutions that attached thereto is a true and complete copy of the board Bylaws of directors ACEN; (or equivalent managing bodyB) of Purchaser, resolutions duly adopted and in effectby the directors of ACEN, which authorize authorizing the execution, delivery and performance of this Agreement and each of the other documents to which ACEN is a party and the consummation of all other transactions contemplated hereby, and (ii) the names and signatures of the officers of Purchaser authorized to sign by this Agreement and the other documents and (C) the incumbency of the officer of ACEN executing each of the documents to be delivered hereunderwhich ACEN is a party. (vii) A certificate dated as of the Closing, signed by an officer of TBF, certifying (A) that attached thereto is a true and complete copy of the bylaws of TBF; (B) resolutions duly adopted by the directors of TBF, authorizing the execution, delivery and performance of this Agreement and each of the other documents to which TBF is a party and the consummation of all other transactions contemplated by this Agreement and the other documents and (C) the incumbency of the officer of TBF executing each of the documents to which TBF is a party. (viii) Articles of Incorporation for ACEN, certified by the Secretary of State of the State of Nevada. (ix) Good Standing Certificates for ACEN, certified by the Secretaries of State of the State of Nevada and Florida. (x) Articles of Incorporation for TBF, certified by the Secretary of State of the State of Florida. (xi) Good Standing Certificate for TBF, certified by the Secretary of State of the State of Florida. (xii) Copies of all third party and governmental consents, approvals and filings, if any, required by ACEN and TBF in connection with the transactions contemplated by this Agreement.

Closing. 2.1 The closing of the transactions contemplated by this Agreement (the “Closing”a) shall Each Closing will take place simultaneously with by exchange of documents electronically and/or courier and overnight deliveries or in such other manner as the execution of this Agreement by Company and the parties heretoPurchaser may agree. 2.2 (b) At the each Closing, Seller the Purchaser shall deliver deliver, or cause to Purchaser be delivered, to the followingCompany: (i) with respect to the Initial Closing only, the Loan Amendment, duly executed by the Purchaser; (ii) payment of the applicable subscription proceeds in accordance with Section 2.1(b) or 2.2(b); (iii) a certificate from a senior officer of the Purchaser certifying that the condition set forth in Section 6.2(a) have been satisfied; (iv) a completed and signed counterpart IRS Form W-8BEN-E of the Purchaser, or such other IRS form as may be applicable from time to this Agreementtime; and (v) such other documentation as the Company may reasonably request, including any documentation necessary to establish reliance on any prospectus or registration exemption, in form and substance satisfactory to each of the Company and the Purchaser, acting reasonably. (c) At each Closing, the Company shall deliver, or cause to be delivered, to the Purchaser: (i) with respect to the Initial Closing only, the Loan Amendment, duly executed by the Company; (ii) a membership interest power conveying certificate of good standing (or equivalent) with respect to the Interests Company and each of the Subsidiaries issued within ten Business Days prior to Purchasersuch Closing Date; (iii) a signed counterpart certificate from a duly authorized officer of the Assignment Company certifying (A) the constating documents and Assumption Agreement, the form of which is attached hereto as Exhibit A, related to the assignment and assumption by-laws of the Assumed Note Company, (B) the “Assignment and Assumption Agreement”); (iv) copies incumbency of all consents, approvals, waivers and authorizations referred to in Section 4.2 hereof; (v) a signed counterpart signing officers of the AmendmentCompany, the form of which is attached hereto as Exhibit B; and and (vi) a certificate of the Secretary or Assistant Secretary (or equivalent officer) of Seller certifying as to (iC) the corporate resolutions of the board of directors (or equivalent managing body) of SellerCompany approving the execution and delivery of, duly adopted and in effect, which authorize the execution, delivery and performance of this Agreement and the transactions contemplated herebyCompany's obligations under, and (ii) the names and signatures of the officers of Seller authorized to sign this Agreement and the documents to be delivered hereunder. 2.3 At the Closing, Purchaser shall deliver to Seller (i) a signed counterpart to this Agreement; (ii) a signed counterpart of the Assignment and Assumption Agreement; (iii) Copies of all consents, approvals, waivers and authorizations referred to in Section 3.2 hereof; (iv) a signed counterpart certificate from the Chief Executive Officer and Chief Financial Officer of the AmendmentCompany certifying that the conditions set forth in Sections 6.3(a) and 6.3(b) have been satisfied; (v) customary legal opinions (including customary assumptions, qualifications and reliances) dated the relevant Closing Date addressed to the Purchaser, in form and substance satisfactory to the Purchaser and its counsel, acting reasonably, from counsel to the Company with respect to corporate and securities matters relating to the transactions contemplated by this Agreement; (vi) (x) with respect to the Initial Closing, evidence satisfactory to the Purchaser of the conditional acceptance (which shall be subject only to customary conditions) by the TSXV for the listing of the Initial Shares and the Common Shares issuable upon due exercise of the Initial Warrants; and (y) with respect to Additional Closings, evidence satisfactory to the Purchaser of the conditional acceptance (which shall be subject only to customary conditions) by the Toronto Stock Exchange for the listing of the applicable Additional Shares and the Common Shares issuable upon due exercise of the applicable Additional Warrants; (vii) a certificate from the transfer agent certifying (A) its appointment as transfer agent and registrar of the Common Shares and (B) the issued and outstanding Common Shares of the Company as at the close of business on the day prior to the Closing Date; (viii) evidence of entitlement to the applicable Initial Shares or Additional Shares registered as the Purchaser may direct the Company in writing, and duly issued by the Company; (ix) a Warrant Certificate evidencing the Warrants to be issued at such Closing; (x) a Schedule of Exceptions, in form and substance satisfactory to the Purchaser acting reasonably; and (vxi) A certificate such other documentation as the Purchaser may reasonably request in form and substance satisfactory to each of the Secretary or Assistant Secretary (or equivalent officer) of Purchaser certifying as to (i) Company and the resolutions of the board of directors (or equivalent managing body) of Purchaser, duly adopted and in effect, which authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby, and (ii) the names and signatures of the officers of Purchaser authorized to sign this Agreement and the documents to be delivered hereunderacting reasonably.

Closing. 2.1 2.1. The closing purchase and sale of the transactions contemplated by this Agreement (the “Closing”) Preferred Shares shall take place simultaneously with at the execution offices of this Agreement by Herrick, Feinstein LLP, ▇▇▇ ▇ark ▇▇▇▇▇▇, New York, New York, on or prior to April 13, 2000 (the "Closing Date"), or at such other time and place as the parties heretomutually agree in writing (which time and place are designated as the "Closing"). 2.2 2.2. At the initial Closing, Seller the Company and the Parent shall deliver deliver, or cause to Purchaser be delivered, to the Investor the following: (i) a signed counterpart to this Agreementcertificate representing the number of Preferred Shares so purchased by the Investor on the Closing Date; (ii) The Investor Rights' Agreement, substantially in the form of Exhibit A attached hereto (the "Investor Rights Agreement"), duly executed by the Company and IBDH LLC, a membership interest power conveying the Interests to PurchaserDelaware limited liability company; (iii) a signed counterpart of the Assignment and Assumption AgreementThe Option, substantially in the form of which is Exhibit B attached hereto as Exhibit A, related to the assignment and assumption of the Assumed Note (the “Assignment and Assumption Agreement”"Option"), duly executed by Parent; (iv) copies A secretary's certificate with respect to minutes of all consents, approvals, waivers the directors and authorizations referred to in Section 4.2 hereofthe stockholder of the Company approving the transactions contemplated hereunder; (v) a signed counterpart A secretary's certificate with respect to minutes of the Amendmentdirectors of Parent approving the Option and the transactions contemplated hereunder; (vi) A certified copy of the Certificate of Incorporation of the Company and of Parent,including all amendments thereto, and a copy of the form By-Laws of which is attached hereto as Exhibit Beach of the Company and Parent, including all amendments thereto; (vii) Evidence of the filing of the Certificate of Designation; and (viviii) a certificate of A legal opinion from Herrick, Feinstein LLP. ▇.▇. ▇▇ ▇▇e initial Closing, the Secretary Investor shall deliver, or Assistant Secretary (or equivalent officer) of Seller certifying as to (i) the resolutions of the board of directors (or equivalent managing body) of Seller, duly adopted and in effect, which authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby, and (ii) the names and signatures of the officers of Seller authorized to sign this Agreement and the documents cause to be delivered hereunder. 2.3 At delivered, to the Closing, Purchaser shall deliver to SellerCompany the following: (i) a signed counterpart A wire transfer in immediately available funds to this Agreementthe account designated by the Company in an amount of not less than $1,000,000; (ii) a signed counterpart of The Investor Rights Agreement, duly executed by the Assignment and Assumption AgreementInvestor; (iii) Copies of all consentsThe Option, approvals, waivers and authorizations referred to in Section 3.2 hereof;duly executed by the Investor; and (iv) a signed counterpart A certified copy of the Amendment; and (v) A certificate Certificate of Formation and Operating Agreement of the Secretary or Assistant Secretary (or equivalent officer) of Purchaser certifying as to (i) the resolutions of the board of directors (or equivalent managing body) of PurchaserInvestor, duly adopted and in effect, which authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby, and (ii) the names and signatures of the officers of Purchaser authorized to sign this Agreement and the documents to be delivered hereunderincluding all amendments thereto.

Closing. 2.1 (a) The closing of occurred on November 10, 1994, the transactions contemplated by this Agreement date on ------- which all conditions to the Closing set forth in Sections 4 and 5 were satisfied ---------------- (the “Closing”) shall take place simultaneously with "Closing Date"), at 10:00 o'clock a.m., at the execution offices of this Agreement by the parties hereto▇▇▇▇▇▇ & ▇▇▇▇, L.L.P., ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇. 2.2 (b) At the Closing, Seller shall deliver and Shareholders delivered to Purchaser and Issuer (each such delivery constituting an condition additional precedent to the following:obligation of Purchaser and Issuer to consummate the Closing): (i) a signed counterpart duly executed omnibus assignment, conveyance and ▇▇▇▇ of sale to this Agreement;Purchaser (the "▇▇▇▇ of Sale") for the Transferred Assets in substantially the form of Schedule 8(b)(i) attached hereto; -------- ------- (ii) a membership interest power conveying such other good and sufficient instruments of conveyance, assignment, and transfer (including, without limitation, duly endorsed certificates of title for all motor vehicles included in the Interests Transferred Assets and assignment and assumption agreements with respect to the Assumed Liabilities and the Contracts included in the Transferred Assets or Assumed Liabilities to be assumed on the Closing Date, in form and substance satisfactory to Purchaser's counsel, as shall be necessary or desirable to vest in Purchaser good and marketable title to the Transferred Assets; (iii) a signed counterpart of employment agreements executed by the Assignment and Assumption Agreement, individuals named on Schedule -------- 8(b)(iii) in substantially the form of which is attached hereto as Exhibit A, related to the assignment and assumption of the Assumed Note (the “Assignment and Assumption Agreement”Schedule 8(b)(iii);; --------- ------------------ (iv) copies an opinion of all consents, approvals, waivers counsel satisfactory to Purchaser and authorizations referred to in Section 4.2 hereofits counsel; (v) a signed counterpart of the Amendment, the form of which is attached hereto as Exhibit B; and (vi) a certificate evidence of all necessary corporate action having been taken by Seller and the Secretary or Assistant Secretary (or equivalent officer) of Seller certifying as Shareholders to (i) the resolutions of the board of directors (or equivalent managing body) of Seller, duly adopted and in effect, which authorize the execution, delivery and performance of approve this Agreement and the transactions contemplated hereby; (vii) a Competition and Confidentiality Agreement executed by Seller and Shareholders in substantially the form attached hereto as Schedule 8(b)(vii) -------- --------- (the "Competition and Confidentiality Agreement"); (viii) a certificate signed by the chief executive officer and chief financial officer of Seller and each Shareholder, dated the Closing Date, attesting that, to the best of their knowledge after due inquiry, all the representations and (ii) warranties made by Seller and Shareholders herein are true and correct on the names Closing Date as if made on and signatures as of the officers of Seller authorized to sign this Agreement and the documents to be delivered hereunder.Closing Date; 2.3 (c) At the Closing, Purchaser shall deliver delivered to Seller (each such delivery constituting an additional condition precedent to the obligations of Seller): (i) a signed counterpart duly issued certificates in such names and quantity of shares as Seller may request prior to this Agreement;the Closing evidencing the Shares issued pursuant to Section 1(d); ------------ (ii) a signed counterpart an opinion of the Assignment counsel satisfactory to Seller, Shareholders and Assumption Agreementtheir counsel; (iii) Copies evidence of all consents, approvals, waivers any approvals and authorizations consents referred to in by Section 3.2 hereof;3(d); ------- ---- (iv) a signed counterpart evidence of the Amendment; and (v) A certificate of the Secretary or Assistant Secretary (or equivalent officer) of all necessary corporate action having been taken by Purchaser certifying as and Issuer to (i) the resolutions of the board of directors (or equivalent managing body) of Purchaser, duly adopted and in effect, which authorize the execution, delivery and performance of approve this Agreement and the transactions contemplated hereby, and ; and (iiv) the names and signatures of the a certificate signed by officers of Purchaser authorized and Issuer, dated the Closing Date, attesting that, to sign this Agreement the best of their knowledge after due inquiry, all the representations and warranties made by Purchaser and Issuer herein are true and correct on the documents to be delivered hereunderClosing Date as if made on and as of the Closing Date.

Closing. 2.1 (a) The closing of the purchase and sale of the Assets (the "Closing") will take place at the offices of Morgan, Lewis & Bockius LLP, 101 Park Avenue, New York, New York ▇▇▇▇▇, ▇▇ ▇t such other pla▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, at 10:00 A.M. local time, on the second business day following the satisfaction of each of the conditions set forth in Articles VI and VII but in no event later than July 13, 1998 (the "Closing Date"). The Closing Date may be postponed to a later time and date by mutual agreement of the parties. For the purposes of convenience of the parties, the transactions contemplated by this Agreement (shall be deemed to be effective as of 12:01 A.M. on July 1, 1998, irrespective of the “Closing”) shall take place simultaneously with date of the execution of this Agreement by the parties heretoClosing Date. 2.2 (b) Documents to be Delivered by Seller to Purchaser. At the Closing, Seller shall will deliver to Purchaser the followingPurchaser: (i) a signed counterpart general instrument of sale, conveyance, assignment, transfer and delivery with full covenants of warranty as to this AgreementSeller's good and marketable title to all the Assets, subject, in the case of non-material contracts and software licenses, to the consent or approval of third parties, in the form of Exhibit B (the "General Assignment"); (ii) a membership interest power conveying such specific instruments of sale, conveyance, assignment, transfer and delivery with full covenants of warranty as to Seller's good and marketable title to such of the Interests Assets included within such general instrument of sale, conveyance, assignment, transfer and delivery as Purchaser shall reasonably request (the General Assignment and such other instruments being collectively referred to Purchaserherein as the "Assignment Instruments"); (iii) a signed counterpart of the Assignment all Seller's contracts, books, records and Assumption Agreement, the form of which is attached hereto as Exhibit A, related other data relating to the assignment Assets and assumption of Seller's operations (except Seller's minute and stock books, records relating to Excluded Assets and Retained Liabilities, and all other records which Seller is required by law to keep in its possession, as to which Seller will furnish to Purchaser at any time or from time to time after the Assumed Note (the “Assignment and Assumption Agreement”Closing Date, copies or transcripts); (iv) copies a certificate of Seller in the form of Exhibit C certifying as to the accuracy of Seller's representations and warranties at and as of the Closing and that Seller has performed and complied with all consentsof the terms, approvals, waivers provisions and authorizations referred conditions to in Section 4.2 hereofbe performed and complied with by Seller at or before the Closing; (v) a signed counterpart certificate of the Amendment, Seller in the form of which is attached hereto Exhibit D certifying as Exhibit B; andto certain corporate matters, together with all of the attachments referred to therein; (vi) a certificate of Seller in the Secretary form attached hereto as Exhibit E (the "FIRPTA Certificate"); and (vii) such other certificates and documents as Purchaser or Assistant Secretary its counsel may reasonably request. (or equivalent officerc) of Seller certifying as to (i) the resolutions of the board of directors (or equivalent managing body) of Seller, duly adopted and in effect, which authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby, and (ii) the names and signatures of the officers of Seller authorized to sign this Agreement and the documents Documents to be delivered hereunder. 2.3 Delivered by Purchaser to Seller. At the Closing, Purchaser shall will deliver to Seller: (i) a signed counterpart the amount of US $6,280,000, by wire transfer of immediately available funds to this Agreementsuch account as Seller has directed; (ii) a signed counterpart an instrument of assumption of the Assignment and Assumed Liabilities in the form of Exhibit F (the "Assumption Agreement"); (iii) Copies a certificate of Purchaser in the form of Exhibit G certifying as to the accuracy of Purchaser's representations and warranties at and as of the Closing and that Purchaser has performed and complied with all consentsof the terms, approvals, waivers provisions and authorizations referred conditions to in Section 3.2 hereofbe performed and complied with by Purchaser at or before the Closing; (iv) a signed counterpart certificate of Purchaser in the form of Exhibit H certifying as to certain corporate matters, together with all of the Amendmentattachments referred to therein; and (v) A certificate of the Secretary such other certificates and documents as Seller or Assistant Secretary (or equivalent officer) of Purchaser certifying as to (i) the resolutions of the board of directors (or equivalent managing body) of Purchaser, duly adopted and in effect, which authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby, and (ii) the names and signatures of the officers of Purchaser authorized to sign this Agreement and the documents to be delivered hereunderits counsel may reasonably request.

Closing. 2.1 The closing of the transactions contemplated by this Agreement (the “Closing”) of the purchase of the Notes in return for the Consideration paid by each Purchaser shall take place simultaneously with remotely via the execution exchange of this Agreement by signatures on the parties hereto. 2.2 date hereof, or at such other time and place as the Company and Purchasers purchasing the aggregate principal amount of the Notes to be sold at the Closing agree upon orally or in writing. At the Closing, Seller each Purchaser shall deliver the Consideration to Purchaser the Company subject to and conditional upon the prior fulfillment of the following conditions by the Company to the entire satisfaction of (unless otherwise waived in writing by) the Purchasers: (a) On or prior to the Closing Date, the Purchasers shall have received from the Company the following, each dated as of a date satisfactory to the Purchasers and in form and substance entirely satisfactory to the Purchasers: (i) a signed counterpart to this AgreementAgreement duly executed by the Purchasers and the Company; (ii) a membership interest power conveying one or more executed Notes in return for the Interests respective Consideration provided to the Company by each such Purchaser; (iii) a signed counterpart certificate of good standing or existence of the Assignment and Assumption Agreement, Company dated as of a recent date from the form Secretary of which is attached hereto as Exhibit A, related to the assignment and assumption State (or equivalent body) of the Assumed Note (the “Assignment and Assumption Agreement”)its respective jurisdiction of incorporation; (iv) copies a certificate of all consentsthe Secretary of the Company, approvalsdated the Closing Date, waivers certifying as to (A) the Governing Documents of the Company, as in effect at the Closing, (B) the resolutions of the Board approving this Agreement and authorizations referred the other Notes Documents and the transactions contemplated hereunder and thereunder, (C) the Company Stockholder Approvals and (D) the incumbency of officers signatory thereto and other corporate proceedings relating to in Section 4.2 hereofthe authorization, execution and delivery of this Agreement, the Notes and the other Notes Documents; (v) a signed counterpart certificate of the Amendmentchief financial officer of the Company, dated the form of which is attached hereto as Exhibit B; andClosing Date, certifying that the Company and its Subsidiaries (on a consolidated basis) are Solvent; (vi) a an officer’s certificate of the Secretary or Assistant Secretary Chief Executive Officer of the Company, dated the Closing Date, certifying that the conditions specified in Sections 3.1(b), (or equivalent officerc), (d) and (e) have been fulfilled; (b) the representations and warranties of Seller certifying the Company contained in Section 4.6 (Capitalization of the Company) shall be true and correct in all respects other than de minimis inaccuracies as of the Closing Date as though made on the Closing Date, except to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty will be true and correct as of such earlier date; (ii) the Company Fundamental Representations (other than the representations and warranties made pursuant to Section 4.6) shall be true and correct in all material respects, in each case as of the Closing Date, except with respect to such representations and warranties which speak as to an earlier date, which representations and warranties shall be true and correct in all material respects at and as of such date, except for changes after the date of this Agreement which are contemplated or expressly permitted by this Agreement or the Ancillary Agreements; and (iiii) the resolutions each of the board representations and warranties of directors the Company contained in this Agreement other than the Company Fundamental Representations (disregarding any qualifications and exceptions contained therein relating to materiality, Company Material Adverse Effect or equivalent managing bodyany similar qualification or exception) shall be true and correct as of Sellerthe Closing Date, duly adopted except with respect to such representations and in effectwarranties which speak as to an earlier date, which authorize representations and warranties shall be true and correct at and as of such date, except for changes after the date of this Agreement which are contemplated or expressly permitted by this Agreement or the Ancillary Agreements and except for, in each case, inaccuracies or omissions that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect; (c) each of the covenants of the Company to be performed as of or prior to the Closing (including the execution and delivery of all agreements, certificates and instruments by the Company contemplated herein) shall have been performed in all material respects; (d) before and after giving effect to the issue and sale of the Notes and the application of the proceeds thereof as contemplated by Section 6.1(e), no Default or Event of Default shall have occurred and be continuing; (e) all approvals, authorizations, consents or orders of and filings, registrations and qualification with, any Governmental Authority required in connection with the execution, delivery and performance of this Agreement and the other Notes Documents by the Company and the consummation of the transactions contemplated hereby, and herein or thereunder shall have been obtained; (iif) the names representations and signatures warranties of each Holder contained in Section 5 shall be true and correct in all respects; (g) subject to Section 8.7, the Company shall have paid on or before the Closing the reasonable fees, charges and disbursements of A▇▇▇ G▇▇▇ S▇▇▇▇▇▇ H▇▇▇▇ & F▇▇▇ LLP, counsel for the Purchasers; and (h) the Company shall have entered into and delivered to Holder an amendment to the Investors’ Rights Agreement, duly executed by the Company and Holders (as defined in the Investors’ Rights Agreement) of a majority of the officers outstanding Registrable Securities (as defined in the Investors’ Rights Agreement), pursuant to which the Holder shall become a party thereto for purposes of Seller authorized to sign this Agreement and the documents to be delivered hereunder. 2.3 At registration rights set forth in Section 2 of the Closing, Purchaser shall deliver to SellerInvestors’ Rights Agreement; and (i) the Company shall have caused the Acquiror to enter into, and delivered to Holder, a signed counterpart to this Agreement; (ii) a signed counterpart letter agreement between the Company and Acquiror providing for the amendment of the Assignment Amended and Assumption Restated Registration Rights Agreement; (iii) Copies of all consents, approvals, waivers and authorizations referred pursuant to in Section 3.2 hereof; (iv) a signed counterpart which the shares issued or issuable upon conversion of the Amendment; and (v) A certificate Notes shall become Registrable Securities for purposes of the Secretary or Assistant Secretary (or equivalent officer) of Purchaser certifying as Amended and Restated Registration Rights Agreement, such that the Holder is entitled to (i) the resolutions of registration rights set forth in the board of directors (or equivalent managing body) of Purchaser, duly adopted Amended and in effect, which authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby, and (ii) the names and signatures of the officers of Purchaser authorized to sign this Agreement and the documents to be delivered hereunderRestated Investor Rights Agreement.