Common use of Closing Clause in Contracts

Closing. (a) In accordance with the terms and subject to the conditions of this Agreement, the closing of the transaction contemplated by Section 1 (the “Closing”) shall take place promptly following the Second Effective Time. At the Closing: (i) Subject to the Aggregate Repurchase Price being greater than $0.00, Parent shall deliver (or cause to be delivered) to the Holder an amount in cash, by wire transfer of immediately available funds to an account designated by the Holder in writing no later than five (5) Business Days prior to the Closing, equal to (x) the Aggregate Repurchase Price, minus (y) the Holder Expense Amount; and (ii) the Holder shall deliver (or cause to be delivered): (1) the Repurchase Shares (along with any applicable instruments of transfer, including stock powers and letters of transmittal, as applicable) in book entry form to Parent or to a custodian designated by Parent prior to the Closing; (2) a validly executed IRS Form W-9; (3) a completed copy of the Tax Certification Form attached hereto as Exhibit A; and (4) such documents or instruments required by the Company’s transfer agent. (b) The Closing shall be subject to the conditions that, on the Closing Date: (i) all of the conditions set forth in Article VIII of the Merger Agreement (including the condition set forth in Section 8.2(g) of the Merger Agreement) shall have been satisfied or waived (other than those conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or waiver thereof in accordance with the terms of the Merger Agreement), the Mergers shall have been consummated and the Second Effective Time shall have occurred; (ii) Parent shall have received the PIPE Investment Amount; and (iii) (x) with respect to Parent, all representations and warranties of the Holder contained in this Agreement shall be true and correct in all material respects 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 Merger Agreement), except for, in each case, inaccuracies in the representations and warranties of the Holder which would not preclude the ability of the Holder to consummate the transactions contemplated hereby, and consummation of the Closing shall constitute a reaffirmation by the Holder of each of the representations, warranties and agreements of the Holder contained in this Agreement as of the Closing Date; and (y) with respect to the Holder, all representations and warranties of Parent contained in this Agreement shall be true and correct in all material respects 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 Merger Agreement), except for, in each case, inaccuracies in the representations and warranties of Parent which would not preclude the ability of Parent to consummate Repurchase, and consummation of the Closing shall constitute a reaffirmation by Parent of each of the representations, warranties and agreements of Parent contained in this Agreement as of the Closing Date. (c) At the Closing, the parties hereto shall execute and deliver such additional documents and take such additional actions as the parties reasonably may deem to be practical and necessary in order to consummate the transactions contemplated by this Agreement, on the terms and conditions set forth herein.

Closing. (a) In accordance with the terms and subject to the conditions of this Agreement, the closing of the transaction contemplated by Section 1 (the “Closing”) shall take place promptly following the Second Effective Time. At the Closing, Purchaser shall (i) pay the Purchase Price in accordance with Section 2.2 and (ii) execute (as applicable) and deliver the following items to Seller: (i) Subject a termination agreement in substantially the form and substance of Exhibit C attached hereto (the “Plants Agreements Termination Agreement”), pursuant to which the Parties shall terminate the Plants Agreements effective as of the Closing; (ii) the Required Consents obtained as of Closing to the Aggregate Repurchase Price being greater than $0.00extent Purchaser is the recipient or grantee thereof; (iii) a certificate of good standing (or equivalent certification) with respect to Purchaser issued within thirty (30) days prior to the Closing Date by the Secretary of State of the State of North Carolina; (iv) copies, Parent certified by the Secretary or Assistant Secretary of Purchaser, of resolutions of Purchaser’s Board of Directors authorizing the execution and delivery of this Agreement and all of the other agreements and instruments, in each case, to be executed and delivered by Purchaser in connection herewith; (v) a certificate of the Secretary or Assistant Secretary of Purchaser identifying the name and title and bearing the signatures of the officers of Purchaser authorized to execute and deliver this Agreement and the other agreements and instruments contemplated hereby; and (vi) a certificate addressed to Seller dated as of the Closing Date executed by a duly authorized officer of Purchaser to the effect that the conditions set forth in Section 5.2.1 and Section 5.2.2 have been satisfied by Purchaser. (b) At the Closing, Seller shall execute (as applicable) and deliver (or cause to be delivereddelivered the following items to Purchaser: (i) documentation, in form and substance satisfactory to Purchaser, required to vest full, complete and valid title in Purchaser in and to all right, title and interest of Seller in the Nuclear Decommissioning Trust Funds, and all proceeds and rights contained therein; (ii) a ▇▇▇▇ of sale in substantially the form of Exhibit D attached hereto (the “▇▇▇▇ of Sale”); (iii) special warranty deeds in substantially the form of Exhibit E attached hereto (the “Deeds”) and any other documents necessary to convey all of Seller’s right, title and interest in and to Seller’s Interests; (iv) the Plants Agreements Termination Agreement; (v) the Required Consents obtained as of Closing to the Holder an amount extent Seller is the recipient or grantee thereof; (vi) the Disbursement Instructions; (vii) payoff or release letters (or such other instruments satisfactory to Purchaser) providing for the release of any Liens (other than Permitted Liens) on the Purchased Assets; (viii) a certificate, duly completed and executed by Seller, certifying that Seller is not a foreign Person. Such certificate shall be substantially in cashthe form of the sample set forth in Treasury Regulation Section 1.1445-2(b)(2)(iv)(B); (ix) a certificate of existence with respect to Seller, issued within thirty (30) days prior to the Closing Date, issued by the Secretary of State of the State of North Carolina; (x) copies, certified by the Secretary or Assistant Secretary of Seller, of resolutions of Seller’s Board of Directors authorizing the execution and delivery of this Agreement and all of the other agreements and instruments, in each case, to be executed and delivered by Seller in connection herewith; (xi) a certificate of the Secretary or Assistant Secretary of Seller identifying the name and title and bearing the signatures of the officers of Seller authorized to execute and deliver this Agreement and the other agreements and instruments contemplated hereby; (xii) a certificate addressed to Purchaser dated the Closing Date executed by a duly authorized officer of Seller to the effect that the conditions set forth in Section 5.1.1 and Section 5.1.2 have been satisfied by Seller; (xiii) copies of the termination agreements, in form and substance satisfactory to Purchaser and fully executed by Seller and each Participant (collectively, the “Existing Participant Power Sales Agreement Termination Agreements”), pursuant to which each Existing Participant Power Sales Agreement shall be terminated effective as of the Closing; (xiv) a completed Internal Revenue Service Form W-9 (Request for Taxpayer Identification Number and Certification) for Seller; (xv) $26,000,000 in immediately available funds (representing the Additional Decommissioning Funds being purchased from Seller by Purchaser) by wire transfer of immediately available funds to an account designated by the Holder in writing no later than five (5) Business Days Purchaser prior to the Closing, equal to (x) the Aggregate Repurchase Price, minus (y) the Holder Expense Amount; and (iixvi) the Holder shall deliver (or cause to be delivered): (1) the Repurchase Shares (along with any applicable instruments of transferif requested by Purchaser, including stock powers and letters of transmittal, as applicable) in book entry form to Parent or to a custodian designated by Parent prior to the Closing; (2) a validly executed IRS Form W-9; (3) a completed copy of the Tax Certification Form attached hereto as Exhibit A; and (4) such documents or instruments required by the Company’s transfer agent. (b) The Closing shall be subject to the conditions that, on the Closing Date: (i) all of the conditions set forth in Article VIII of the Merger Agreement (including the condition set forth in Section 8.2(g) of the Merger Agreement) shall have been satisfied or waived (other than those conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or waiver thereof in accordance with the terms of the Merger Agreement), the Mergers shall have been consummated and the Second Effective Time shall have occurred; (ii) Parent shall have received the PIPE Investment Amount; and (iii) (x) with respect to Parent, all representations and warranties of the Holder contained in this Agreement shall be true and correct in all material respects 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 Merger Agreement), except forassignment agreement, in each caseform and substance reasonably satisfactory to Purchaser and Seller, inaccuracies assigning Seller’s right, title and interest in the representations and warranties of the Holder which would not preclude the ability of the Holder Assigned Contracts to consummate the transactions contemplated hereby, and consummation of the Closing shall constitute a reaffirmation by the Holder of each of the representations, warranties and agreements of the Holder contained in this Agreement as of the Closing Date; and (y) with respect to the Holder, all representations and warranties of Parent contained in this Agreement shall be true and correct in all material respects 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 Merger Agreement), except for, in each case, inaccuracies in the representations and warranties of Parent which would not preclude the ability of Parent to consummate Repurchase, and consummation of the Closing shall constitute a reaffirmation by Parent of each of the representations, warranties and agreements of Parent contained in this Agreement as of the Closing DatePurchaser. (c) At the Closing, the parties hereto shall execute and deliver such additional documents and take such additional actions as the parties reasonably may deem to be practical and necessary in order to consummate the transactions contemplated by this Agreement, on the terms and conditions set forth herein.

Closing. (a) In accordance with the terms and subject to the conditions of this Agreement, the The closing of the transaction contemplated by Section 1 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 promptly following at the Second Effective Time. offices of the Buyer or electronically concurrently with the execution and delivery of the Sales Agreement 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 set 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. (b) At the Closing, the Seller shall deliver or cause to be delivered to the Buyer: (i) Subject to a ▇▇▇▇ of sale and assignment, in the Aggregate Repurchase Price being greater than $0.00, Parent shall deliver (or cause to be delivered) to the Holder an amount in cash, by wire transfer of immediately available funds to an account designated by the Holder in writing no later than five (5) Business Days prior to the Closing, equal to (x) the Aggregate Repurchase Price, minus (y) the Holder Expense Amount; and (ii) the Holder shall deliver (or cause to be delivered): (1) the Repurchase Shares (along with any applicable instruments of transfer, including stock powers and letters of transmittal, as applicable) in book entry form to Parent or to a custodian designated by Parent prior to the Closing; (2) a validly executed IRS Form W-9; (3) a completed copy of the Tax Certification Form attached hereto as Exhibit A; and, with regard to the Constructed BPL Network and the Assumed Contracts and the Transferred Permits duly executed by the Seller; (4ii) such documents or instruments required by a duly executed software and intellectual property license agreement in the Company’s transfer agent.form attached hereto as Exhibit B, with regard to the software and intellectual property relating to the Constructed BPL Network (the “ License Agreement”); (biii) The Closing shall be the Sales Agreement duly executed by CURRENT Technologies, LLC; (v) the inventory of finished goods and additional components described in Schedule C, subject to Section 1.5(b); (vi) the conditions that“As-Built” documentation relating to the Constructed BPL Network attached hereto as Schedule D; (vii) a certificate of Seller, on dated as of the Closing Date: (i) all , signed by an authorized person of Seller, certifying that to Seller’s knowledge the conditions set forth in Article VIII of the Merger Agreement Section 7.5(a) - (including the condition set forth in Section 8.2(ge) of the Merger Agreement) shall have been satisfied or waived (other than those conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or waiver thereof in accordance with the terms of the Merger Agreement), the Mergers shall have been consummated and the Second Effective Time shall have occurredfulfilled; (iiviii) Parent shall have received (A) good standing certificates of Seller and Guarantor certified as of a recent date by the PIPE Investment Amount; andDelaware 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 connection with this Agreement, 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 related agreements to which it is a party; (iiiix) (x) with respect to Parenta certificate of Guarantor, all dated the Closing Date, signed by an officer of Guarantor, certifying that the representations and warranties of the Holder Guarantor contained in this Agreement shall be Sections 4.1, 4.2, 4.3 and 4.10 are true and correct in all material respects as of the Closing Date (except with respect to such representations on 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 Merger Agreement), except for, in each case, inaccuracies in the representations and warranties of the Holder which would not preclude the ability of the Holder to consummate the transactions contemplated hereby, and consummation of the Closing shall constitute a reaffirmation by the Holder of each of the representations, warranties and agreements of the Holder contained in this Agreement as of the Closing Date; , and (y) with respect the covenants and agreements of Guarantor to be performed on or before the Holder, all representations and warranties of Parent contained in this Agreement Closing Date shall be true and correct have been duly performed in all material respects as respects; (x) a release of the Closing Date all claims against InfrastruX Energy Services BPL LLC (except with respect successor-in-interest 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 InfrastruX Energy Services BPL LP) (“IES”) executed by this Agreement or the Merger Agreement), except for, in each case, inaccuracies Seller in the representations form attached as Exhibit D; and (xi) such other documents and warranties instruments of Parent which would not preclude assignment or conveyance as the ability Buyer may reasonably request as necessary or appropriate for the purpose of Parent effecting the Transactions (as defined below) provided for and contemplated herein and to consummate Repurchase, vest in the Buyer good and consummation of marketable title to the Closing shall constitute a reaffirmation by Parent of each of the representations, warranties and agreements of Parent contained in this Agreement as of the Closing DateConstructed BPL Network. (c) At the Closing, the parties hereto Buyer shall execute deliver to the Seller: (i) the Purchase Price; (ii) the Sales Agreement duly executed by the Buyer; (iii) a release of all claims executed by IES in the form attached as Exhibit D; (iv) a certificate of Buyer, dated as of the Closing 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) 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 of State, (C) a certification of an authorization person of Buyer of the names and deliver such additional documents and take such additional actions as the parties reasonably may deem to be practical and necessary signatures of each authorized person of each who is signing any document on its behalf in order to consummate the transactions contemplated by connection with this Agreement, on and (D) certificate of an authorized person of Buyer attaching a copy of the terms approval by such entity’s Board of Directors or other governing body authorizing the execution, delivery and conditions set forth performance of this Agreement and the 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 herein.

Closing. (a) In accordance with the terms and subject to the conditions of this Agreement, the Section 3.1. The closing of the transaction contemplated by Section 1 this Agreement (the “"Closing”") shall take place promptly following occur on or before June 1, 2010 during normal business hours or such later date mutually agreed to by the Second Effective TimeParties or as may be determined in accordance with this Agreement (the "Closing Date"). Section 3.2. At Closing Date, the ClosingSeller shall have delivered to the Buyer the following: (ia) Subject to Certified true copies of the Aggregate Repurchase Price being greater than $0.00Memorandum of Association and the Bye-Laws or any other applicable constitutional documents of the Company; (b) Certified true copy of the Certificate of Incorporation and Certificate of Incorporation on Change of Name (if applicable) of the Company; (c) Certified copy of the Certificate of Compliance of the Company; (d) Original Certificates of Incumbency of the Company setting out the members and directors of the Company; (e) Original Sale Shares Certificate(s) of the Company issued in the name of Seller, Parent shall deliver (or cause such certificate(s) to be delivered) to marked as "Cancelled" at the Holder an amount in cash, by wire transfer time of immediately available funds to an account designated by the Holder in writing no later than five (5) Business Days prior to the Closing, equal to (x) the Aggregate Repurchase Price, minus (y) the Holder Expense Amount; and (ii) the Holder shall deliver (or cause to be delivered): (1) the Repurchase Shares (along with any applicable instruments of transfer, including stock powers and letters of transmittal, as applicable) in book entry form to Parent or to a custodian designated by Parent prior to the Closing; (2f) a validly executed IRS Form W-9Proper 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; (3g) 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 completed 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 Tax Certification Form attached hereto as Exhibit A; and (4) such documents or instruments required by Register of Members of the Company’s transfer agent. (b) The Closing shall Company will be subject delivered to the conditions that, on the Closing Date: (i) all of the conditions set forth in Article VIII of the Merger Agreement (including the condition set forth in Section 8.2(g) of the Merger Agreement) shall have been satisfied or waived (other than those conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or waiver thereof in accordance with the terms of the Merger Agreement), the Mergers shall have been consummated and the Second Effective Time shall have occurred; (ii) Parent shall have received the PIPE Investment Amount; and (iii) (x) with respect to Parent, all representations and warranties of the Holder contained in this Agreement shall be true and correct in all material respects Buyers as of soon as possible after the Closing Date and in any event not later than three (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 3) business days after the date of this Agreement which are contemplated or expressly permitted by this Agreement or the Merger Agreement), except for, in each case, inaccuracies in the representations and warranties of the Holder which would not preclude the ability of the Holder to consummate the transactions contemplated hereby, and consummation of the Closing shall constitute a reaffirmation by the Holder of each of the representations, warranties and agreements of the Holder contained in this Agreement as of the Closing Date; - Resignation letters in the form attached as Appendix 5 duly signed by the current Directors and (y) Officers of the Company and each of the Subsidiaries other than ▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇, with respect 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 the Holder, all representations and warranties of Parent contained in this Agreement shall be true and correct in all material respects as of dated at the Closing Date (except with respect or as soon as possible thereafter; Collectively, the "Documents", all of which will be delivered to such representations and warranties which speak the Buyer 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 provided by this Agreement or the Merger Agreement), except for, in each case, inaccuracies in the representations and warranties of Parent which would not preclude the ability of Parent to consummate Repurchase, and consummation of the Closing shall constitute a reaffirmation by Parent of each of the representations, warranties and agreements of Parent contained in this Agreement as of on the Closing Date. (c) At Section 3.3. The Parties hereby agree that if the Closing, Closing does not occur by the parties hereto shall execute and deliver such additional documents and take such additional actions as the parties reasonably may deem Closing Date due to be practical and necessary in order Seller’s failure to consummate the transactions contemplated by properly perform any of its material obligations under this Agreement, the Buyer may, at its own discretion, elect to do any of the following: (a) 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 this Agreement; or (b) Unilaterally terminate this Agreement without any further liability on its part. Section 3.4. The Parties hereby agree that if the terms and conditions set forth hereinClosing 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 following: (a) Defer the Closing to a date not further 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 this Agreement; or (b) Unilaterally terminate this Agreement without any further liability on its part.

Closing. (a) In accordance with Subject to the terms and subject to the conditions of this AgreementAgreement (including, without limitation, Section 2.02(c)), the closing issuance and subscription of the transaction contemplated by Section 1 Subscribed Shares (the “Closing”) shall take place promptly following concurrently via the Second Effective Time. At remote exchange of documents and signatures on the Closing: fifteen (i) Subject to the Aggregate Repurchase Price being greater than $0.00, Parent shall deliver (or cause to be delivered) to the Holder an amount in cash, by wire transfer of immediately available funds to an account designated by the Holder in writing no later than five (515th) Business Days prior to the Closing, equal to (x) the Aggregate Repurchase Price, minus (y) the Holder Expense Amount; and (ii) the Holder shall deliver (or cause to be delivered): (1) the Repurchase Shares (along with any applicable instruments of transfer, including stock powers and letters of transmittal, as applicable) in book entry form to Parent or to a custodian designated by Parent prior to the Closing; (2) a validly executed IRS Form W-9; (3) a completed copy of the Tax Certification Form attached hereto as Exhibit A; and (4) such documents or instruments required by the Company’s transfer agent. (b) The Closing shall be subject to the conditions that, on the Closing Date: (i) Day after all of the conditions to the Closing set forth in Article VIII VI of the Merger this Agreement (including the condition set forth in Section 8.2(g) of the Merger Agreement) shall have been satisfied or or, to the extent permitted by applicable Law, waived by the party entitled to the benefit thereof (other than those conditions that by their terms nature are to be satisfied at the Closing, but subject to the satisfaction or waiver thereof 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 accordance with writing (the terms 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 Merger AgreementCompany’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. (b) At the Closing: (i) Subject to the satisfaction of the relevant Investor’s obligations under Section 2.02(b)(ii), the Mergers Company shall have been consummated 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 Second Effective Time shall have occurredSecurities Act and any other applicable state or foreign securities Laws; (iiB) Parent shall have received if requested, share certificate(s) duly executed and issued by the PIPE Investment Amount; Company, representing such Investor’s and, if applicable, the Additional Investors’ respective ownership of the Applicable Subscribed Shares; (iiiC) (x) with respect to Parent, all representations and warranties a copy of the Holder contained in this Agreement shall be register of members of the Company certified as true and correct in all material respects as accurate by a director or the registered office provider of the Closing Date (except with respect to such representations Company, evidencing that the Applicable Subscribed Shares have been issued 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 registered under the name of such dateInvestor and, except for changes after if applicable, the date of this Agreement which are contemplated or expressly permitted by this Agreement or the Merger Agreement)Additional Investors, except for, in each case, inaccuracies in the representations and warranties of the Holder which would not preclude the ability of the Holder to consummate the transactions contemplated hereby, and consummation of the Closing shall constitute a reaffirmation by the Holder of each of the representations, warranties and agreements of the Holder contained in this Agreement 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 (y) with respect including the issue of the Subscribed Shares to the HolderInvestors and, all representations and warranties if applicable, the Additional Investors, the entry of Parent contained them in this Agreement shall be true and correct in all material respects the register of members of the Company as the holder(s) of the Subscribed Shares); (E) a certificate, signed on behalf of the Company by an authorized executive officer thereof, certifying the Conversion Price as of immediately following the Closing Date (except with respect to such representations and warranties which speak as to an earlier dateClosing, which representations and warranties shall be true and correct have been calculated in all material respects at and as accordance with the provisions of such date, except for changes after Section 5.03(b); (F) the date Registration Rights Agreement duly executed by the Company; and (G) the Certificate of this Agreement which are contemplated or expressly permitted Designation duly executed by this Agreement or an authorized signatory of the Merger AgreementCompany; and (ii) Subject to the satisfaction of the Company’s obligations under Section 2.02(b)(i), except foreach Investor shall: (A) pay, or cause to be paid, to the Company, such Investor’s Applicable Subscription Price by wire transfer in each caseimmediately available funds, inaccuracies to the bank account in the representations and warranties of Parent which would not preclude the ability of Parent to consummate Repurchase, and consummation name of the Closing shall constitute a reaffirmation Company and designated by Parent of each of the representationsCompany at least fifteen (15) Business Days prior to the Closing, warranties and agreements of Parent contained in this Agreement as of with sufficient details reasonably requested by such Investor and, if applicable, the Closing DateAdditional Investors; and (B) deliver to the Company the Registration Rights Agreement, duly executed by such Investor and, if applicable, the Additional Investors. (c) At Notwithstanding anything to the Closing, the parties hereto shall execute and deliver such additional documents and take such additional actions as the parties reasonably may deem to be practical and necessary contrary in order to consummate the transactions contemplated by this Agreement, the issuance and subscription of the Additional Subscribed Shares (the “Second Closing”) shall take place concurrently via the remote exchange of documents and signatures on the terms later to occur of (i) the Closing and conditions set forth herein(ii) the date that is fifteen (15) days after the date of the Upsize Notice, and each of the Parties agrees that Section 2.02(a), Section 2.02(b), Section 2.03 and other applicable provisions hereof shall apply to the Second Closing mutatis mutandis.

Closing. (a) In accordance with the terms and subject to the conditions of this Agreement, the The closing of the transaction contemplated by Section 1 (the “Closing”) of the purchase and sale of the Shares and the transfer of the Transferred Assets hereunder shall take place promptly following at the Second Effective Timeoffices of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ the date hereof. At the Closing: (a) Buyer shall deliver: (i) Subject to Sellers the Buyer Note duly executed by Buyer; [**] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission. Schedules (or similar attachments) referred to and 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 Aggregate Repurchase Price being greater than $0.00Commission upon request. (ii) to Buyer’s registered transfer agent, Parent shall deliver 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 cause such other Person as Sellers may designate), with any required transfer stamps affixed thereto and bearing the legend required pursuant to be deliveredSection 2.05, and (B) to the Holder an amount in cash, by wire transfer of immediately available funds deliver such certificates to an account designated by the Holder in writing no later than five such address as Sellers may designate (5) Business Days prior to the Closing, equal to it being understood that (x) Buyer shall cause the Aggregate Repurchase Price, minus 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 Holder Expense AmountClosing 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) the Holder shall deliver (Patent Assignment Agreements with respect to the Assigned Nutley Patents and the Assigned Basel Patents, duly executed by Roche Nutley or cause to be delivered): (1) the Repurchase Shares (along with any applicable Roche Basel, as applicable, and such customary bills of sale and/or other agreements or instruments of transfer, including stock powers in each case as are reasonably satisfactory to Buyer and letters of transmittalSellers, as applicable) in book entry form to Parent or to a custodian designated by Parent prior to the Closing; (2) a validly executed IRS Form W-9; (3) a completed copy extent necessary to evidence the transfer of the Tax Certification Form attached hereto as Exhibit A; and (4) such documents or instruments required by the Company’s transfer agent. (b) The Closing shall be subject to the conditions that, on the Closing Date: (i) all of the conditions set forth in Article VIII of the Merger Agreement (including the condition set forth in Section 8.2(g) of the Merger Agreement) shall have been satisfied or waived (other than those conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or waiver thereof in accordance with the terms of the Merger Agreement), the Mergers shall have been consummated Assigned Nutley Licenses and the Second Effective Time shall have occurred; (ii) Parent shall have received the PIPE Investment AmountAssigned Basel Licenses hereunder; and (iii) (x) with respect counterparts to Parent, all representations and warranties of the Holder contained in this Agreement shall be true and correct in all material respects 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 Merger Agreement), except for, in each case, inaccuracies in the representations and warranties of the Holder which would not preclude the ability of the Holder to consummate the transactions contemplated hereby, and consummation of the Closing shall constitute a reaffirmation by the Holder of each of the representationsother Transaction Documents, warranties and agreements of the Holder contained in this Agreement as of the Closing Date; and (y) with respect to the Holder, all representations and warranties of Parent contained in this Agreement shall be true and correct in all material respects 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 duly executed by this Agreement or the Merger Agreement), except for, in each case, inaccuracies in the representations and warranties of Parent which would not preclude the ability of Parent to consummate Repurchase, and consummation of the Closing shall constitute a reaffirmation by Parent of each of the representations, warranties and agreements of Parent contained in this Agreement as of the Closing DateSeller party thereto. (c) At the Closing, the parties hereto shall execute and deliver such additional documents and take such additional actions as the parties reasonably may deem to be practical and necessary in order to consummate the transactions contemplated by this Agreement, on the terms and conditions set forth herein.

Closing. (a) In accordance with the terms and subject to the conditions of this Agreement, the The closing of the transaction contemplated by transactions described in Section 1 2.01 (the “Closing”) shall will take place promptly following at the Second Effective Time. At offices of Seller, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇, or at such other place as the Closing: Parties mutually agree, at 10:00 A.M. local time, on [**], unless the closing conditions set forth in ARTICLE VIII and ARTICLE IX have not been satisfied by such date, in which event the Closing shall occur within three (i) Subject to the Aggregate Repurchase Price being greater than $0.00, Parent shall deliver (or cause to be delivered) to the Holder an amount in cash, by wire transfer of immediately available funds to an account designated by the Holder in writing no later than five (53) Business Days prior to the Closing, equal to (x) the Aggregate Repurchase Price, minus (y) the Holder Expense Amount; and (ii) the Holder shall deliver (following satisfaction or cause to be delivered): (1) the Repurchase Shares (along with any applicable instruments of transfer, including stock powers and letters of transmittal, as applicable) in book entry form to Parent or to a custodian designated by Parent prior to the Closing; (2) a validly executed IRS Form W-9; (3) a completed copy of the Tax Certification Form attached hereto as Exhibit A; and (4) such documents or instruments required by the Company’s transfer agent. (b) The Closing shall be subject to the conditions that, on the Closing Date: (i) all waiver of the conditions set forth in Article ARTICLE VIII of and ARTICLE IX (subject to Section 13.01), or on such other date as the Merger Agreement Parties mutually agree upon in writing. The date upon which the Closing occurs shall be referred to herein as the “Closing Date”. (including the condition set forth in Section 8.2(gb) of the Merger Agreement) shall have been satisfied or waived (other than those conditions that by their terms are to be satisfied at At the Closing, but subject Seller will assign and transfer to Purchaser all of its right, title and interest in and to the satisfaction or waiver thereof in accordance with the terms of the Merger Agreement), the Mergers shall have been consummated Ashtabula III Project and the Second Effective Time shall have occurred; (ii) Parent shall have received Assets by delivering to Purchaser an executed General Assignment and Assumption Agreement and ▇▇▇▇ of Sale in substantially the PIPE Investment Amount; and (iii) (x) with respect to Parentform of Exhibits A-1 and A-2, all representations and warranties of the Holder contained in this Agreement shall be true and correct in all material respects 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 Merger Agreement), except for, in each case, inaccuracies in the representations and warranties of the Holder which would not preclude the ability of the Holder to consummate the transactions contemplated hereby, and consummation of the Closing shall constitute a reaffirmation by the Holder of each of the representations, warranties and agreements of the Holder contained in this Agreement as of the Closing Date; and (y) with respect to the Holder, all representations and warranties of Parent contained in this Agreement shall be true and correct in all material respects 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 Merger Agreement), except for, in each case, inaccuracies in the representations and warranties of Parent which would not preclude the ability of Parent to consummate Repurchase, and consummation of the Closing shall constitute a reaffirmation by Parent of each of the representations, warranties and agreements of Parent contained in this Agreement as of the Closing Daterespectively. (c) At the Closing, Purchaser and Seller shall deliver such other agreements, certificates, documents, instruments and writings as are required to be delivered by Seller and Purchaser at or prior to the parties hereto Closing Date pursuant to this Agreement or otherwise required in connection herewith, including, (i) commercially reasonable assignment and assumption agreements in recordable form relating to the Real Property Interests and Other Real Property Interests (the “Land Contract Assignment and Assumption Agreements”), (ii) an assignment and assumption agreement relating to Seller’s assignment to Purchaser of Seller’s interests in the LGIA with respect to the Ashtabula III Project in substantially the form of Exhibit K, and (iii) all other documents reasonably required for Purchaser to obtain the Title Policy. (d) At the Closing, Purchaser and Seller shall execute and deliver (or cause the execution and delivery of by release from escrow or otherwise) the O&M Agreement and the Common Facilities Agreement. (e) Except as otherwise specified herein, each Party hereto shall pay its own legal, accounting, out-of-pocket and other expenses incident to this Agreement and to any action taken by such additional documents Party in preparation, negotiation, execution and take such additional actions as the parties reasonably may deem to be practical and necessary in order to consummate the transactions contemplated by performance of this Agreement, on the terms and conditions set forth herein.

Closing. (a) In accordance with the terms and subject Subject to the conditions of set forth in this Agreement, the closing purchase and sale of the transaction contemplated by Section 1 Purchased Assets pursuant to this Agreement (the “Closing”) shall take place promptly following the Second Effective Time. At the Closing: (i) Subject place, to the Aggregate Repurchase Price being greater than $0.00extent such Closing cannot take place through the electronic exchange of signatures, Parent shall deliver (or cause to be delivered) to at the Holder an amount in cashoffices of IPC The Hospitalist Company, by wire transfer of immediately available funds to an account designated by the Holder in writing no later than five (5) Business Days prior to the ClosingInc., equal to (x) the Aggregate Repurchase Price▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, minus (y) the Holder Expense Amount; and (ii) the Holder shall deliver (or cause to be delivered): (1) the Repurchase Shares (along with any applicable instruments of transfer▇▇▇▇▇ ▇▇▇, including stock powers and letters of transmittal▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, as applicable) in book entry form to Parent or to a custodian designated by Parent prior to the Closing; ▇▇ ▇▇▇▇▇ at 12:00 noon local time, within two (2) a validly executed IRS Form W-9; (3) a completed copy of the Tax Certification Form attached hereto as Exhibit A; and (4) such documents or instruments required by the Company’s transfer agent. (b) The Closing shall be subject to the conditions that, on the Closing Date: (i) all of business days after the conditions set forth in Article VIII of the Merger Agreement (including the condition set forth in Section 8.2(g) of the Merger Agreement) shall ARTICLE II have been satisfied or waived (other than those conditions that by their terms are to be satisfied at the Closingsatisfied, but subject to the satisfaction no later than December 16, 2013, or waiver thereof at such other time, place and date as shall be mutually agreed on in accordance with the terms of the Merger Agreement), the Mergers shall have been consummated writing by Acquirors and the Second Effective Time shall have occurred; (ii) Parent shall have received the PIPE Investment Amount; and (iii) (x) with respect to Parent, all representations and warranties of the Holder contained in this Agreement shall be true and correct in all material respects as of Selling Group. The date on which the Closing Date (except with respect to such representations occurs is identified as the “Closing Date” 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 Merger Agreement), except for, in each case, inaccuracies in the representations and warranties of the Holder which would not preclude the ability of the Holder to consummate the transactions contemplated hereby, and consummation of the Closing shall constitute a reaffirmation by the Holder of each of the representations, warranties and agreements of the Holder contained in this Agreement be deemed to be effective as of the Closing Date; and (y) with respect to the Holder, all representations and warranties of Parent contained in this Agreement shall be true and correct in all material respects 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 Merger Agreement), except for, in each case, inaccuracies in the representations and warranties of Parent which would not preclude the ability of Parent to consummate Repurchase, and consummation of the Closing shall constitute a reaffirmation by Parent of each of the representations, warranties and agreements of Parent contained in this Agreement as of 12:01 a.m. Eastern Daylight Time on the Closing Date. (ca) At the Closing, (i) Management Seller shall sell, assign, convey, transfer and deliver to Buyer good and marketable title to all of the parties hereto Acquired Assets; (B) PC Seller shall sell, assign, convey, transfer and deliver to PC Buyer good and marketable title to all of the PC Acquired Assets; (iii) Sellers shall execute and deliver to Acquirors (A) the ▇▇▇▇ of Sale; and (B) the Seller Noncompetition Agreements (as defined in Section 2.1(c)) in favor of an Acquiror executed by each Seller; (iv) Owners shall execute and deliver to Acquirors the Owner Noncompetition Agreements (as defined in Section 2.1(d)) in favor of an Acquiror executed by each Owner; and (v) the Selling Group shall deliver such additional other assignments, certificates and other instruments and documents and take such additional actions as the parties reasonably may deem be required to be practical delivered by Sellers at or prior to the Closing or as may be reasonably requested by Acquirors. (b) At the Closing, (i) each of the Acquirors shall accept and necessary purchase the applicable Purchased Assets from Sellers and in order consideration therefor shall (A) pay the Closing Payment in Immediately Available Funds; (B) execute and deliver the ▇▇▇▇ of Sale; and (C) deliver to consummate Sellers all certificates and other instruments and documents as may be required to be delivered by any of the transactions contemplated Acquirors hereunder at or prior to the Closing or as may be reasonably requested by this Agreement, on Sellers; and (ii) PC Buyer shall execute and deliver the terms and conditions set forth hereinSeller Noncompetition Agreements to Sellers.

Closing. (a) In accordance with the terms and subject Subject to the conditions of set forth in this Agreement, the closing purchase and sale of the transaction contemplated by Section 1 Purchased Assets pursuant to this Agreement (the “Closing”) shall take place promptly following the Second Effective Time. At the Closing: (i) Subject place, to the Aggregate Repurchase Price being greater than $0.00extent such Closing cannot take place through the electronic exchange of signatures, Parent shall deliver (or cause to be delivered) to at the Holder an amount in cashoffices of IPC The Hospitalist Company, by wire transfer of immediately available funds to an account designated by the Holder in writing no later than five (5) Business Days prior to the ClosingInc., equal to (x) the Aggregate Repurchase Price▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, minus (y) the Holder Expense Amount; and (ii) the Holder shall deliver (or cause to be delivered): (1) the Repurchase Shares (along with any applicable instruments of transfer▇▇▇▇▇ ▇▇▇, including stock powers and letters of transmittal▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, as applicable) in book entry form to Parent or to a custodian designated by Parent prior to the Closing; ▇▇ ▇▇▇▇▇ at 12:00 noon local time, within two (2) a validly executed IRS Form W-9; (3) a completed copy of the Tax Certification Form attached hereto as Exhibit A; and (4) such documents or instruments required by the Company’s transfer agent. (b) The Closing shall be subject to the conditions that, on the Closing Date: (i) all of business days after the conditions set forth in Article VIII of the Merger Agreement (including the condition set forth in Section 8.2(g) of the Merger Agreement) shall ARTICLE II have been satisfied or waived (other than those conditions that by their terms are to be satisfied at the Closingsatisfied, but subject to the satisfaction no later than December 16, 2013, or waiver thereof at such other time, place and date as shall be mutually agreed on in accordance with the terms of the Merger Agreement), the Mergers shall have been consummated writing by Acquirors and the Second Effective Time shall have occurred; (ii) Parent shall have received the PIPE Investment Amount; and (iii) (x) with respect to Parent, all representations and warranties of the Holder contained in this Agreement shall be true and correct in all material respects as of Selling Group. The date on which the Closing Date (except with respect to such representations occurs is identified as the “Closing Date” 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 Merger Agreement), except for, in each case, inaccuracies in the representations and warranties of the Holder which would not preclude the ability of the Holder to consummate the transactions contemplated hereby, and consummation of the Closing shall constitute a reaffirmation by the Holder of each of the representations, warranties and agreements of the Holder contained in this Agreement be deemed to be effective as of the Closing Date; and (y) with respect to the Holder, all representations and warranties of Parent contained in this Agreement shall be true and correct in all material respects 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 Merger Agreement), except for, in each case, inaccuracies in the representations and warranties of Parent which would not preclude the ability of Parent to consummate Repurchase, and consummation of the Closing shall constitute a reaffirmation by Parent of each of the representations, warranties and agreements of Parent contained in this Agreement as of 12:01 a.m. Eastern Daylight Time on the Closing Date. (ca) At the Closing, (i) Seller shall sell, assign, convey, transfer and deliver to Buyer good and marketable title to all of the parties hereto Acquired Assets; (B) Seller shall sell, assign, convey, transfer and deliver to PC Buyer good and marketable title to all of the PC Acquired Assets; (iii) Seller shall execute and deliver to Acquirors (A) the ▇▇▇▇ of Sale; and (B) the Seller Noncompetition Agreement (as defined in Section 2.1(c)) in favor of an Acquiror executed by Seller; and (iv) the Selling Group shall deliver such additional other assignments, certificates and other instruments and documents and take such additional actions as the parties reasonably may deem be required to be practical delivered by Seller at or prior to the Closing or as may be reasonably requested by Acquirors. (b) At the Closing, (i) each of the Acquirors shall accept and necessary purchase the applicable Purchased Assets from Seller and in order consideration therefor shall (A) pay the Closing Payment in Immediately Available Funds; (B) execute and deliver the ▇▇▇▇ of Sale; and (C) deliver to consummate Seller all certificates and other instruments and documents as may be required to be delivered by any of the transactions contemplated Acquirors hereunder at or prior to the Closing or as may be reasonably requested by this Agreement, on Seller; and (ii) PC Buyer shall execute and deliver the terms and conditions set forth hereinSeller Noncompetition Agreement to Seller.

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) In accordance with possession of the terms Purchased Assets; (b) intentionally omitted; (c) intentionally omitted; (d) the Bill ▇▇ Sale, the Assignment and subject Assumption Agreement and the other instruments of transfer as shall be reasonably required by PRGI for the transfer to PRGI of all of Seller's right, title and interest to the conditions Purchased Assets free and clear of this 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 Indemnity Escrow Agreement, duly executed by the closing Seller and the Representative, as nominee and attorney-in-fact of Seller, together with blank stock powers, duly executed by the transaction 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 by Section 1 herein is required; (h) an opinion of counsel to Seller substantially in the “Closing”form of Exhibit 4.6(h) shall take place promptly following the Second Effective Time. At the Closing:attached hereto; (i) Subject to the Aggregate Repurchase Price being greater than $0.00offer letter for employment of the Principal, Parent shall deliver (or cause to be delivered) to the Holder an amount in cash, by wire transfer of immediately available funds to an account designated duly executed by the Holder in writing no later than five Principal; (5) Business Days prior to the Closing, equal to (xj) the Aggregate Repurchase PriceNonqualified Stock Option Agreement for the Principal, minus duly executed by the Principal; (yk) the Holder Expense AmountLock-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 release of RBA and the Other Sellers in substantially the form of Exhibit 4.6(o) attached hereto, duly executed by Seller; (o) if applicable, Forms UCC-3, duly executed by each secured lender of Seller, releasing all liens on the Purchased Assets; (p) a Closing Escrow Agreement, duly executed by Seller and the Representative; (q) a Closing Statement, duly executed by Seller; and (iir) the Holder shall deliver (or cause to be delivered): (1) the Repurchase Shares (along with any applicable instruments of transfer, including stock powers and letters of transmittal, as applicable) in book entry form to Parent or to a custodian designated by Parent prior to the Closing; (2) a validly executed IRS Form W-9; (3) a completed copy of the Tax Certification Form attached hereto as Exhibit A; and (4) such other documents or instruments required by the Company’s transfer agent. (b) The Closing shall be subject to the conditions that, on the Closing Date: (i) all of the conditions set forth in Article VIII of the Merger Agreement (including the condition set forth in Section 8.2(g) of the Merger Agreement) shall have been satisfied agreements contemplated hereby and/or necessary or waived (other than those conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or waiver thereof in accordance with the terms of the Merger Agreement), the Mergers shall have been consummated and the Second Effective Time shall have occurred; (ii) Parent shall have received the PIPE Investment Amount; and (iii) (x) with respect to Parent, all representations and warranties of the Holder contained in this Agreement shall be true and correct in all material respects 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 Merger Agreement), except for, in each case, inaccuracies in the representations and warranties of the Holder which would not preclude the ability of the Holder appropriate to consummate the transactions contemplated hereby, and consummation of the Closing shall constitute a reaffirmation by the Holder of each of the representations, warranties and agreements of the Holder contained in this Agreement as of the Closing Date; and (y) with respect to the Holder, all representations and warranties of Parent contained in this Agreement shall be true and correct in all material respects 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 Merger Agreement), except for, in each case, inaccuracies in the representations and warranties of Parent which would not preclude the ability of Parent to consummate Repurchase, and consummation of the Closing shall constitute a reaffirmation by Parent of each of the representations, warranties and agreements of Parent contained in this Agreement as of the Closing Date. (c) At the Closing, the parties hereto shall execute and deliver such additional documents and take such additional actions as the parties reasonably may deem to be practical and necessary in order to consummate the transactions contemplated by this Agreement, on the terms and conditions set forth herein.

Closing. (a) In accordance with the terms and subject to the conditions of this Agreement, the The closing of the transaction contemplated by Section 1 Acquisition (the “Closing”) shall take place promptly following on the Second Effective Timedate 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). At 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, Purchaser shall deliver or cause to be delivered to Seller, at or before the Closing: (i) Subject to the Aggregate Repurchase Price being greater than $0.00Upfront Consideration; (ii) a reasonably current good standing or similar certificate of each of ▇▇▇▇▇ and ▇▇▇▇▇ Therapeutics, Parent shall deliver certified by the Secretary of State of the State of Delaware; (iii) a reasonably current copy of the certificate of incorporation of each of ▇▇▇▇▇ and ▇▇▇▇▇ Therapeutics, certified by the Secretary of State of the State of Delaware; (iv) 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 cause to be deliveredthe comparable governing instruments) to of ▇▇▇▇▇ or ▇▇▇▇▇ Therapeutics (as the Holder an amount in cashcase may be); and (B) certifying and attaching all requisite resolutions or actions of the board of directors and, by wire transfer if applicable, the stockholders of immediately available funds to an account designated by ▇▇▇▇▇ or ▇▇▇▇▇ Therapeutics (as the Holder in writing no later than five case may be) approving (5) Business Days prior to the Closing, equal to (xi) the Aggregate Repurchase Price, minus execution and delivery of this Agreement and the Other Transaction Documents to which it is a party and (yii) the Holder Expense Amountconsummation of the transactions contemplated thereby; and (v) a certified copy of the articles of association of Purchaser; attaching a copy of the resolutions and minutes of the board of directors of Purchaser approving (i) the execution and delivery of this Agreement and the relevant Other Transaction Documents and (ii) the Holder shall deliver (or cause to be delivered): (1) the Repurchase Shares (along with any applicable instruments of transfer, including stock powers and letters of transmittal, as applicable) in book entry form to Parent or to a custodian designated by Parent prior to the Closing; (2) a validly executed IRS Form W-9; (3) a completed copy consummation of the Tax Certification Form attached hereto as Exhibit A; and (4) such documents or instruments required by the Company’s transfer agenttransactions contemplated thereby. (b) The Closing shall In connection with the execution and delivery of this Agreement, Seller shall, at or before the Closing, deliver or cause to be subject delivered to Purchaser or, in the conditions thatcase of the items set out in paragraph (x) below, on make available to Purchaser at the Closing DateMaltese premises of the Company or such other location as Purchaser may reasonably request: (i) all one share certificate for the Transferred Shares in the name of the conditions set forth in Article VIII of the Merger Agreement (including the condition set forth in Section 8.2(g) of the Merger Agreement) shall have been satisfied or waived (other than those conditions that Purchaser accompanied by their terms are to be satisfied at the Closing, but subject a share transfer instrument relating to the satisfaction or waiver thereof in accordance with Transferred Shares as signed by the terms of the Merger Agreement), the Mergers shall have been consummated and the Second Effective Time shall have occurredSeller; (ii) Parent shall have received the PIPE Investment Amount; and (iii) (x) with respect to Parent, all representations and warranties of the Holder contained in this Agreement shall be true and correct in all material respects 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 Merger Agreement), except for, in each case, inaccuracies in the representations and warranties of the Holder which would not preclude the ability of the Holder to consummate the transactions contemplated hereby, and consummation of the Closing shall constitute a reaffirmation by the Holder of each of the representations, warranties and agreements of the Holder contained in this Agreement as of the Closing Date; and (y) with respect signed statutory Form T relating to the Holder, all representations and warranties of Parent contained in this Agreement shall be true and correct in all material respects 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 Merger Agreement), except for, in each case, inaccuracies in the representations and warranties of Parent which would not preclude the ability of Parent to consummate Repurchase, and consummation of the Closing shall constitute a reaffirmation by Parent of each of the representations, warranties and agreements of Parent contained in this Agreement as of the Closing Date. (c) At the Closing, the parties hereto shall execute and deliver such additional documents and take such additional actions as the parties reasonably may deem to be practical and necessary in order to consummate the transactions contemplated by this Agreement, on the terms and conditions set forth herein.Transferred Shares;

Closing. (a) In accordance with Subject to the terms and subject to the conditions of this Agreement, the closing of the transaction contemplated by purchase and sale of the Purchased Shares referred to in Section 1 2.1 (Purchase) pursuant to this Agreement (the “Closing”) shall take place promptly following on the Second Effective Time. At date hereof or at such other time as the Closing: Purchaser and the Seller Parties may mutually agree (i) Subject to the Aggregate Repurchase Price being greater than $0.00date on which the Closing occurs, Parent shall deliver (or cause to be delivered) to the Holder an amount in cash, by wire transfer of immediately available funds to an account designated by the Holder in writing no later than five (5) Business Days prior to the Closing, equal to (x) the Aggregate Repurchase Price, minus (y) the Holder Expense Amount; and (ii) the Holder shall deliver (or cause to be delivered): (1) the Repurchase Shares (along with any applicable instruments of transfer, including stock powers and letters of transmittal, as applicable) in book entry form to Parent or to a custodian designated by Parent prior to the Closing; (2) a validly executed IRS Form W-9; (3) a completed copy of the Tax Certification Form attached hereto as Exhibit A; and (4) such documents or instruments required by the Company’s transfer agent“Closing Date”). (b) The Closing shall be subject Subject to the satisfaction or waiver on or prior to the Closing of the applicable conditions thatto the Closing in Section 2.3 (Closing Conditions), on the Closing Date: (i) all of the conditions set forth in Article VIII of the Merger Agreement (including the condition set forth in Section 8.2(g) of the Merger Agreement) The Purchaser shall have been satisfied or waived (other than those conditions that by their terms are to be satisfied at the Closing, but subject pay to the satisfaction or waiver thereof Seller Parties the Purchase Price by wire transfer of immediately available funds in accordance with the terms of the Merger Agreement), the Mergers shall have been consummated and the Second Effective Time shall have occurred;wire instructions set forth on Schedule A attached hereto; and (ii) Parent Each Seller shall have received sell or cause to be sold to the PIPE Investment Amount; and Purchaser the Purchased Shares, including by delivering to the Purchaser (iiii) (x) with respect a copy of irrevocable instructions delivered to Parent, all representations and warranties the transfer agent of the Holder contained in this Agreement shall be true and correct in all material respects as of Company (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 Merger Agreement“Transfer Agent”), except forin form and substance acceptable to the Transfer Agent, instructing the Transfer Agent to deliver to the Purchaser, on an expedited basis, the Purchased Shares in each case, inaccuracies book entry form in the representations Direct Registration System and/or (ii) a copy of a DTC/DWAC letter of authorization, duly completed and warranties of executed by such Seller, authorizing such Seller’s position in the Holder which would not preclude the ability of the Holder Purchased Shares to consummate the transactions contemplated hereby, and consummation of the Closing shall constitute a reaffirmation by the Holder of each of the representations, warranties and agreements of the Holder contained in this Agreement as of the Closing Date; and (y) with respect be transferred from such S▇▇▇▇▇’s brokerage account to the Holder, all representations and warranties of Parent contained Purchaser’s brokerage account specified in this Agreement shall be true and correct in all material respects 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 Merger Agreement), except for, in each case, inaccuracies in the representations and warranties of Parent which would not preclude the ability of Parent to consummate Repurchase, and consummation of the Closing shall constitute a reaffirmation by Parent of each of the representations, warranties and agreements of Parent contained in this Agreement as of the Closing DateSchedule B attached hereto. (c) At The delivery of the Closing, Purchased Shares by each Seller to the parties hereto Purchaser at the Closing shall execute be made and deliver evidenced with such additional other actions and documents as are reasonably required by the Company and take such additional actions as the parties reasonably may deem to be practical and necessary Transfer Agent in order to consummate record and evidence the transactions contemplated by this Agreement, transfer of the Purchased Shares with the Transfer Agent and on the terms books and conditions set forth hereinrecords of the Company.

Closing. (a) In accordance with the terms and subject to the conditions of this Agreement, the The closing of the transaction contemplated by Section 1 (the “Closing”) of the purchase and sale of the Shares hereunder shall take place promptly following at the Second Effective Time. At the Closing: (i) Subject to the Aggregate Repurchase Price being greater than $0.00offices of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇, Parent shall deliver (or cause to be delivered) to the Holder an amount ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, as soon as possible, but in cash, by wire transfer of immediately available funds to an account designated by the Holder in writing no event later than five (5) Business Days prior to the Closing, equal to (x) the Aggregate Repurchase Price, minus (y) the Holder Expense Amount; and (ii) the Holder shall deliver business days after satisfaction (or cause to be delivered): (1waiver as provided herein) the Repurchase Shares (along with any applicable instruments of transfer, including stock powers and letters of transmittal, as applicable) in book entry form to Parent or to a custodian designated by Parent prior to the Closing; (2) a validly executed IRS Form W-9; (3) a completed copy of the Tax Certification Form attached hereto as Exhibit A; and (4) such documents or instruments required by the Company’s transfer agent. (b) The Closing shall be subject to the conditions that, on the Closing Date: (i) all of the conditions set forth in Article VIII of the Merger Agreement (including the condition set forth in Section 8.2(g) of the Merger Agreement) shall have been satisfied or waived 10 (other than those conditions that by their terms are to nature will be satisfied at the Closing), but subject or at such other time or place as Buyer and Seller may agree. Buyer and Seller will use their respective commercially reasonable efforts to cause the satisfaction or waiver thereof in accordance with the terms Closing of the Merger Agreement), the Mergers shall have been consummated purchase and the Second Effective Time shall have occurred; (ii) Parent shall have received the PIPE Investment Amount; and (iii) (x) with respect to Parent, all representations and warranties sale of the Holder contained in this Agreement shall be true and correct in all material respects as of the Shares hereunder to take place no later than March 31, 2003 and, if such Closing Date (except with respect does not occur on or prior 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 Merger Agreement), except for, in each case, inaccuracies in the representations and warranties then as soon as practicable thereafter; provided that neither party shall be required as a result of the Holder which would not preclude the ability of the Holder foregoing to waive any conditions to such party’s obligations to consummate the transactions contemplated herebyClosing. At the Closing: (a) Buyer shall deliver to Seller the Purchase Price in immediately available funds by wire transfer to an account of Seller with a bank designated by Seller, and consummation of the Closing shall constitute a reaffirmation by the Holder of each of the representationsnotice to Buyer, warranties and agreements of the Holder contained in this Agreement as of the Closing Date; and (y) with respect to the Holder, all representations and warranties of Parent contained in this Agreement which notice shall be true and correct in all material respects as of the Closing Date (except with respect delivered no later than three days prior 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 Merger Agreement), except for, in each case, inaccuracies in the representations and warranties of Parent which would not preclude the ability of Parent to consummate Repurchase, and consummation of the Closing shall constitute a reaffirmation by Parent of each of the representations, warranties and agreements of Parent contained in this Agreement as of the Closing Date. (b) Seller shall deliver to Buyer (i) certificates for the Avtech Shares and Tri-Star Shares duly endorsed or accompanied by stock powers duly endorsed in blank, with any required transfer stamps affixed thereto, (ii) transfer and assignment instruments evidencing the transfer of the ADS Shares, and (iii) other documents and instruments necessary to vest in Buyer all of Seller’s right, title and interest in and to the Shares, free and clear of all Liens (other than Liens created by Buyer or any of its Affiliates). (c) At Seller or Buyer, as applicable, shall deliver the Closingcertificates, the parties hereto shall execute instruments and deliver such additional other documents and take such additional actions as the parties reasonably may deem required to be practical and delivered pursuant to Article 10 or otherwise reasonably necessary in order to consummate evidence the transactions contemplated by this Agreement, on satisfaction of the terms and conditions set forth hereinin Article 10.

Closing. This Agreement shall become effective when all the following conditions have been satisfied (or waived in accordance with Section 9.05): (a) In accordance with the terms and subject to the conditions of this Agreement, the closing of the transaction contemplated by Section 1 (the “Closing”) Administrative Agent shall take place promptly following the Second Effective Time. At the Closing: have received (i) Subject to the Aggregate Repurchase Price being greater than $0.00, Parent shall deliver (or cause to be delivered) to the Holder an amount in cash, by wire transfer of immediately available funds to an account designated counterparts hereof signed by the Holder in writing no later than five (5) Business Days prior to Borrower, the ClosingLenders listed on the Commitment Schedule, equal to (x) the Aggregate Repurchase Price, minus (y) Swingline Bank and the Holder Expense Amount; and Agents or (ii) in the Holder case of any such party as to which an executed counterpart shall deliver not have been received, telex, facsimile or other written confirmation (or cause to be delivered): (1) the Repurchase Shares (along with any applicable instruments of transfer, including stock powers and letters of transmittal, as applicable) in book entry form to Parent or to a custodian designated by Parent prior satisfactory to the ClosingAdministrative Agent) that a counterpart hereof has been executed by such party; (2) a validly executed IRS Form W-9; (3) a completed copy of the Tax Certification Form attached hereto as Exhibit A; and (4) such documents or instruments required by the Company’s transfer agent. (b) The the Administrative Agent shall have received (i) a duly executed Note, dated on or before the Closing shall be subject to Date and complying with the conditions thatprovisions of Section 2.05, for each Lender and (ii) a duly executed Swingline Note, dated on or before the Closing Date: (i) all of , for the conditions set forth in Article VIII of the Merger Agreement (including the condition set forth in Section 8.2(g) of the Merger Agreement) shall have been satisfied or waived (other than those conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or waiver thereof in accordance with the terms of the Merger Agreement), the Mergers shall have been consummated and the Second Effective Time shall have occurredSwingline Bank; (ii) Parent shall have received the PIPE Investment Amount; and (iii) (x) with respect to Parent, all representations and warranties of the Holder contained in this Agreement shall be true and correct in all material respects 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 Merger Agreement), except for, in each case, inaccuracies in the representations and warranties of the Holder which would not preclude the ability of the Holder to consummate the transactions contemplated hereby, and consummation of the Closing shall constitute a reaffirmation by the Holder of each of the representations, warranties and agreements of the Holder contained in this Agreement as of the Closing Date; and (y) with respect to the Holder, all representations and warranties of Parent contained in this Agreement shall be true and correct in all material respects 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 Merger Agreement), except for, in each case, inaccuracies in the representations and warranties of Parent which would not preclude the ability of Parent to consummate Repurchase, and consummation of the Closing shall constitute a reaffirmation by Parent of each of the representations, warranties and agreements of Parent contained in this Agreement as of the Closing Date. (c) At the ClosingAdministrative Agent shall have received evidence satisfactory to it that the Borrower will comply with the provisions of Section 3.02 on the Closing Date and that it has received all consents (if any) required to enable it to do so from the lenders under the Borrower's Existing Credit Agreement that are not parties to this Agreement; (d) the Administrative Agent shall have received a certificate, substantially in the parties hereto form of Exhibit F hereto, dated the Closing Date and signed by a Senior Officer of the Borrower; (e) the Administrative Agent shall execute have received an opinion of ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special counsel for the Borrower, substantially in the form of Exhibit G hereto, dated the Closing Date and deliver covering such additional documents and take such additional actions as the parties reasonably may deem other matters incident to be practical and necessary in order to consummate the transactions contemplated by this AgreementAgreement as any Agent shall reasonably request; (f) the Administrative Agent shall have received an opinion of the Borrower's General Counsel, dated the Closing Date, substantially in the form of Exhibit H hereto and covering such other matters incident to the transactions contemplated by this Agreement as any Agent shall reasonably request; (g) the Administrative Agent shall have received an opinion of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇, special counsel for the Administrative Agent, dated the Closing Date, substantially in the form of Exhibit I hereto and covering such other matters incident to the transactions contemplated by this Agreement as any Agent shall reasonably request; (h) the Administrative Agent shall have received a certificate of the Secretary of the Borrower, dated the Closing Date, as to the restated articles of incorporation and restated bylaws of the Borrower, the absence of amendments thereto, the adoption by the Borrower's board of directors of the resolutions referred to in clause (i) below and the incumbency of each officer of the Borrower who executed or will execute any Financing Document or any other document to be delivered pursuant to this Agreement on the terms Closing Date; (i) the Administrative Agent shall have received a copy of resolutions (in form and conditions set forth hereinsubstance satisfactory to the Agents) of the Borrower's board of directors authorizing the execution, delivery and performance of the Financing Documents, certified by the Secretary of the Borrower to be in full force and effect without modification on the Closing Date; (j) the Borrower shall have paid or made arrangements satisfactory to the Administrative Agent for paying all expenses payable by the Borrower on or before the Closing Date pursuant to Section 9.03(a); (k) the Borrower shall have paid to the Administrative Agent for the account of each Lender a fee in the amount heretofore mutually agreed upon by the Lenders and the Administrative Agent; and (l) the Administrative Agent shall have received all documents it may reasonably request relating to the existence of the Borrower, the corporate authority for and the validity of the Financing Documents and any other matters relevant thereto, all in form and substance reasonably satisfactory to the Administrative Agent. When this Agreement becomes effective, the Administrative Agent shall promptly notify the Borrower and the Lenders that it is effective, and such notice shall be conclusive and binding on all parties hereto.

Closing. (a) In accordance with the terms and subject to the conditions of this Agreement, the The closing of the transaction contemplated by Section 1 sale and purchase of the Shares (the “Closing”) shall take place promptly following remotely by facsimile transmission or other electronic means as the Second Effective TimePurchaser and the Seller may agree, concurrently with, and on the same date as, the closing of the sale of (i) the Ordinary Shares by the Company to the Purchaser pursuant to the Company Purchase Agreement, (ii) the Ordinary Shares by Good Energies to the Purchaser pursuant to the Good Energies Purchase Agreement, and (iii) the ordinary shares of YongWang Silicon by Huaerli to the Purchaser pursuant to the YongWang Silicon Purchase Agreement, or on such other date or time as the Purchaser and the Seller may agree to in writing (the “Closing Date”). At the Closing: (ia) Subject to the Aggregate Repurchase Price being greater than $0.00, Parent Seller shall deliver (or cause to be delivered) delivered the share certificate for 38,634,750 Ordinary Shares in the name of the Seller to the Holder an amount in cashPurchaser, by wire transfer of immediately available funds or to an account any Permitted Transferee designated by the Holder Purchaser to receive such Shares pursuant to Section 8.5, accompanied by the Transfer Instrument made in writing no later than five (5) Business Days prior to favor of the Closing, equal to (x) the Aggregate Repurchase Price, minus (y) the Holder Expense Amount; and (ii) the Holder shall deliver Purchaser (or cause to be delivered): (1) the Repurchase Shares (along with any applicable instruments of transfer, including stock powers and letters of transmittal, as applicable) in book entry form to Parent or to a custodian Permitted Transferee designated by Parent prior the Purchaser to the Closing; (2) a validly executed IRS Form W-9; (3) a completed copy receive such Shares pursuant to Section 8.5), free and clear of the Tax Certification Form attached hereto as Exhibit A; and (4) such documents or instruments required by the Company’s transfer agentany Liens. (b) The Closing against satisfaction of Section 2.2(a), the Purchaser shall be subject to the conditions that, on the Closing Date: (i) all of the conditions set forth in Article VIII of the Merger Agreement (including the condition set forth in Section 8.2(g) of the Merger Agreement) shall have been satisfied pay or waived (other than those conditions that by their terms are cause to be satisfied at paid the Closing, but subject Purchase Price to the satisfaction or waiver thereof in accordance with Seller by delivering the terms of relevant funds via wire transfer to the Merger Agreement)account designated by the Seller, and (ii) execute the Mergers shall have been consummated and the Second Effective Time shall have occurredTransfer Instrument; (iic) Parent contemporaneously upon receipt of payment of the Purchase Price for the Shares by the Purchaser to the Seller, the Seller shall have received instruct a director or the PIPE Investment Amountsecretary of the Company to cancel the Seller’s share certificate issued in relation to the Shares, update the register of members of the Company to record the Purchaser as the registered holder of the Shares and issue a new share certificate in the name of the Purchaser; and (iiid) (x) with respect the Seller and the Purchaser shall each deliver all other certificates required to Parent, all representations and warranties of the Holder contained in this Agreement shall be true and correct in all material respects as of delivered by such party on the Closing Date (except with respect pursuant 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 Merger Agreement), except for, in each case, inaccuracies in the representations and warranties of the Holder which would not preclude the ability of the Holder to consummate the transactions contemplated hereby, and consummation of the Closing shall constitute a reaffirmation by the Holder of each of the representations, warranties and agreements of the Holder contained in this Agreement as of the Closing Date; and (y) with respect to the Holder, all representations and warranties of Parent contained in this Agreement shall be true and correct in all material respects 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 Merger Agreement), except for, in each case, inaccuracies in the representations and warranties of Parent which would not preclude the ability of Parent to consummate Repurchase, and consummation of the Closing shall constitute a reaffirmation by Parent of each of the representations, warranties and agreements of Parent contained in this Agreement as of the Closing DateArticle VI. (c) At the Closing, the parties hereto shall execute and deliver such additional documents and take such additional actions as the parties reasonably may deem to be practical and necessary in order to consummate the transactions contemplated by this Agreement, on the terms and conditions set forth herein.

Closing. (a) In accordance with the terms and subject to the conditions of this Agreement, the closing The consummation of the transaction transactions contemplated by Section 1 this Agreement (the “Closing”) shall take place promptly at a location agreed upon by Buyer and the Seller on a date which shall not be later than the fifth (5th) Business Day following the Second Effective Time. At the Closing: (i) Subject to the Aggregate Repurchase Price being greater than $0.00, Parent shall deliver (satisfaction or cause to be delivered) to the Holder an amount in cash, by wire transfer waiver of immediately available funds to an account designated by the Holder in writing no later than five (5) Business Days prior to the Closing, equal to (x) the Aggregate Repurchase Price, minus (y) the Holder Expense Amount; and (ii) the Holder shall deliver (or cause to be delivered): (1) the Repurchase Shares (along with any applicable instruments of transfer, including stock powers and letters of transmittal, as applicable) in book entry form to Parent or to a custodian designated by Parent prior to the Closing; (2) a validly executed IRS Form W-9; (3) a completed copy of the Tax Certification Form attached hereto as Exhibit A; and (4) such documents or instruments required by the Company’s transfer agent. (b) The Closing shall be subject to the conditions that, on the Closing Date: (i) all of the closing conditions set forth in Article VIII of the Merger Agreement (including the condition set forth in Section 8.2(g) of the Merger Agreement) shall have been satisfied or waived X hereof (other than those conditions that by their terms are required to be satisfied at the Closing, but subject to the satisfaction or waiver thereof in accordance with the terms of the Merger Agreement), the Mergers shall have been consummated and the Second Effective Time shall have occurred; (ii) Parent shall have received the PIPE Investment Amount; and (iiisuch conditions at Closing) (x) with respect to Parent, all representations and warranties of the Holder contained in this Agreement shall be true and correct in all material respects 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 Merger Agreement), except for, in each case, inaccuracies in the representations and warranties of the Holder which would not preclude the ability of the Holder to consummate the transactions contemplated hereby, and consummation of the Closing shall constitute a reaffirmation by the Holder of each of the representations, warranties and agreements of the Holder contained in this Agreement as of the “Closing Date; and (y) with respect to the Holder, all representations and warranties of Parent contained in this Agreement shall be true and correct in all material respects 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 Merger Agreement”), except for, in each case, inaccuracies in the representations and warranties of Parent which would not preclude the ability of Parent to consummate Repurchase, and consummation of the Closing shall constitute a reaffirmation by Parent of each of the representations, warranties and agreements of Parent contained in this Agreement as of the Closing Date. (cb) At the Closing, the parties hereto shall execute and deliver such additional documents and take such additional actions as the parties reasonably may deem Subject to be practical and necessary in order to consummate the transactions contemplated by this Agreement, on the terms and conditions set forth hereinin this Agreement, the parties hereto shall consummate the following closing transactions at the Closing: (i) Buyer shall deliver to the Seller: (1) the certificate described in Section 10.02(a); (2) the documents described in Section 10.02(d); (3) the cash Purchase Price in accordance with Section 2.06 by wire transfer of immediately available federal funds; and (4) such other documents and instruments as the Seller reasonably determines to be necessary to sell the Station Assets and for Buyer to assume the Assumed Liabilities. (ii) The Seller shall deliver, or cause to be delivered, to Buyer: (1) the certificate described in Section 10.03(a); (2) the documents described in Section 10.03(d); (3) a duly executed ▇▇▇▇ of Sale, substantially in the form of Exhibit A-1 annexed hereto; (4) a duly executed special warranty deed for each Owned Real Property from the Seller or its Affiliate; (5) such other documents and instruments as Buyer reasonably determines to be necessary for it acquire the Station Assets and assume the Assumed Liabilities. (iii) The Seller and Buyer shall execute and deliver to each other: (1) a duly executed Assignment and Assumption of FCC Licenses, substantially in the form of Exhibit A-2 annexed hereto; (2) a duly executed Assignment and Assumption of Intangible Property, substantially in the form of Exhibit A-3 annexed hereto, if any owned and registered Intangible Property is included in the Station Assets; (3) a duly executed Assignment and Assumption Agreement, substantially in the form of Exhibit A-4 annexed hereto; (4) a duly executed Assignment and Assumption Agreement for the Real Property Leases, substantially in the form of Exhibit A-5 annexed hereto, or, in the event that necessary consents to assignment have not been obtained prior to the Closing, appropriate subleases, occupancy or use agreements pursuant to Section 2.05 hereof; (5) a duly executed Transition Services Agreement, substantially in the form of Exhibit A-6 annexed hereto; and (6) such other documents as set forth in Section 10.02 and Section 10.03.

Closing. (a) In accordance with the terms The sale and subject to the conditions of this Agreement, the closing purchase of the transaction Purchased Assets and the assumption of the Assumed Liabilities contemplated by Section 1 this Agreement shall take place via electronic exchange of the required Closing documentation (the “Closing”) shall take place promptly ), on the third Business Day following the Second Effective Timesatisfaction or, to the extent permitted by applicable Law, waiver of all conditions to the obligations of the Parties set forth in Section 7 (other than such conditions as may, by their terms, only be satisfied or, to the extent permitted by applicable Law, waived at the Closing or on the Closing Date), or at such other place or at such other time or on such other date as Seller and Purchaser mutually may agree in writing. The day on which the Closing takes place is referred to as the “Closing Date.” (b) At the Closing, Purchaser shall: (i) Subject to the Aggregate Repurchase Price being greater than $0.00, Parent shall deliver (pay or cause to be delivered) paid to Seller an amount equal to the Holder Closing Payment; (ii) pay or cause to be paid to Seller an amount equal to the Estimated Prepaid Amount; (iii) deliver or cause to be delivered a counterpart to the Transition Services Agreement, duly executed by ▇▇▇▇▇▇▇▇▇; (iv) deliver or cause to be delivered a counterpart to a bill of sale and assignment and assumption agreement for the Purchased Assets and Assumed Liabilities, in cashthe form of Exhibit B (the “Bill of Sale and Assignment and Assumption Agreement”), duly executed by Purchaser; (v) deliver or cause to be delivered a counterpart to an instrument of assignment of Product IP, in the form of Exhibit C (the “Assignment of Intellectual Property”), duly executed by Purchaser; (vi) deliver or cause to be delivered a certificate certifying the resolutions of the board of directors of Purchaser authorizing the transactions contemplated by this Agreement and the Ancillary Agreements, duly executed by an authorized officer of Purchaser; (vii) deliver or cause to be delivered a counterpart to the Pharmacovigilance Agreement, duly executed by ▇▇▇▇▇▇▇▇▇; and (viii) deliver or cause to be delivered a duly executed certificate of an executive officer of Purchaser pursuant to Section 7.2(c). (c) All payments hereunder shall be made by wire transfer of immediately available funds in United States dollars to an such account as may be designated to the payor by the Holder in writing no later than five (5) payee at least two Business Days prior to the applicable payment date. (d) At the Closing, equal to (x) the Aggregate Repurchase Price, minus (y) the Holder Expense Amount; and (ii) the Holder Seller shall deliver (or cause to be delivered): (1) the Repurchase Shares (along with any applicable instruments of transfer, including stock powers and letters of transmittal, as applicable) in book entry form delivered to Parent or to a custodian designated by Parent prior to the Closing; (2) a validly executed IRS Form W-9; (3) a completed copy of the Tax Certification Form attached hereto as Exhibit A; and (4) such documents or instruments required by the Company’s transfer agent. (b) The Closing shall be subject to the conditions that, on the Closing DatePurchaser: (i) all a counterpart of the conditions set forth in Article VIII of the Merger Agreement (including the condition set forth in Section 8.2(g) of the Merger Transition Services Agreement) shall have been satisfied or waived (other than those conditions that , duly executed by their terms are to be satisfied at the Closing, but subject to the satisfaction or waiver thereof in accordance with the terms of the Merger Agreement), the Mergers shall have been consummated and the Second Effective Time shall have occurredSeller; (ii) Parent shall have received a counterpart of the PIPE Investment Amount; andBill of Sale and Assignment and Assumption Agreement, duly executed by Seller; (iii) (x) with respect to Parent, all representations and warranties a counterpart of the Holder contained in this Agreement shall be true and correct in all material respects as Assignment of Intellectual Property, duly executed by ▇▇▇▇▇▇; (iv) a certificate certifying the resolutions 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 Board of such date, except for changes after the date Directors of this Agreement which are contemplated or expressly permitted by this Agreement or the Merger Agreement), except for, in each case, inaccuracies in the representations and warranties of the Holder which would not preclude the ability of the Holder to consummate the transactions contemplated hereby, and consummation of the Closing shall constitute a reaffirmation by the Holder of each of the representations, warranties and agreements of the Holder contained in this Agreement as of the Closing Date; and (y) with respect to the Holder, all representations and warranties of Parent contained in this Agreement shall be true and correct in all material respects 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 Merger Agreement), except for, in each case, inaccuracies in the representations and warranties of Parent which would not preclude the ability of Parent to consummate Repurchase, and consummation of the Closing shall constitute a reaffirmation by Parent of each of the representations, warranties and agreements of Parent contained in this Agreement as of the Closing Date. (c) At the Closing, the parties hereto shall execute and deliver such additional documents and take such additional actions as the parties reasonably may deem to be practical and necessary in order to consummate Seller authorizing the transactions contemplated by this Agreement and the Ancillary Agreements, duly executed by an authorized officer of Seller; (v) an IRS Form W-9, duly executed by ▇▇▇▇▇▇ and each Specified Affiliate; (vi) deliver or cause to be delivered a counterpart to the Pharmacovigilance Agreement, on the terms and conditions set forth hereinduly executed by Seller; and (vii) a duly executed certificate of an executive officer of Seller pursuant to Section 7.3(c).

Closing. The closing (a) In accordance with the terms and subject to the conditions of this Agreement, the closing of the transaction contemplated by Section 1 (the “Closing”) shall take place promptly following occur at 9:00 a.m. central time on the Second Effective TimeExecution Date at the Seller’s offices located at ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, or at such other location or through such other methods as may be mutually agreed upon by Seller and Buyer. At Closing, the Closingfollowing shall occur: (ia) Subject Buyer shall pay to Seller the Aggregate Repurchase Preliminary Purchase Price being greater than $0.00, Parent shall deliver (or cause to be delivered) to the Holder an amount in cash, by via wire transfer of immediately available funds funds; (b) Seller and Buyer will execute and deliver an assignment, conveyance and ▇▇▇▇ of sale covering the Assets in the form attached hereto as Exhibit “F” (the “Assignment”), together with any other instrument or document; (c) Seller and Buyer shall execute and deliver all necessary forms to be filed with the appropriate regulatory authorities concerning the change of ownership and/or operatorship of the Assets, as applicable; (d) Buyer shall obtain replacements for the Credit Support identified on Exhibit “G”, bonds, letters of credit and guarantees, if any, necessary to terminate the obligations of Seller or its affiliates with respect to such Credit Support and Buyer shall provide evidence of the posting of such bonds or other securities with all applicable governmental authorities meeting the requirements of such authorities; (e) Seller shall deliver an account designated by executed statement described in Treasury Regulation §1.1445-2(b)(2) certifying that Seller (or its regarded owner, if Seller if an entity disregarded as separate from its owner) is neither a disregarded entity nor a foreign person within the Holder in writing no later than five (5) Business Days prior to meaning of the ClosingInternal Revenue Code of 1986, equal to (x) the Aggregate Repurchase Priceas amended, minus (y) the Holder Expense Amountand Treasury Regulations promulgated thereunder; and (iif) the Holder Parties shall deliver (or cause take such further actions as may be reasonably necessary to be delivered): (1) evidence and effectuate the Repurchase Shares (along transaction contemplated by this Agreement. Seller shall provide Buyer with any applicable instruments a copy of transferall files, including stock powers records and letters of transmittal, as applicable) in book entry form to Parent or to a custodian designated by Parent prior data that relate to the Closing; (2) a validly executed IRS Form W-9; (3) a completed copy Leases in the control of the Tax Certification Form attached hereto as Exhibit A; and (4) such documents or instruments required maintained by the Company’s transfer agent. (b) The Closing shall be subject to the conditions that, on the Closing Date: (i) all of the conditions set forth in Article VIII of the Merger Agreement (including the condition set forth in Section 8.2(g) of the Merger Agreement) shall have been satisfied or waived (other than those conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or waiver thereof in accordance with the terms of the Merger Agreement), the Mergers shall have been consummated and the Second Effective Time shall have occurred; (ii) Parent shall have received the PIPE Investment AmountSeller; and (iii) (x) with respect to Parent, all representations and warranties of the Holder contained in this Agreement shall be true and correct in all material respects 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 Merger Agreement), except for, in each case, inaccuracies in the representations and warranties of the Holder which would not preclude the ability of the Holder to consummate the transactions contemplated hereby, and consummation of the Closing shall constitute a reaffirmation by the Holder of each of the representations, warranties and agreements of the Holder contained in this Agreement as of the Closing Date; and (y) with respect only to the Holderextent not constituting Excluded Assets, all representations and warranties within thirty (30) days of Parent contained in this Agreement shall be true and correct in all material respects 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 Merger Agreement), except for, in each case, inaccuracies in the representations and warranties of Parent which would not preclude the ability of Parent to consummate Repurchase, and consummation of the Closing shall constitute a reaffirmation by Parent of each of the representations, warranties and agreements of Parent contained in this Agreement as of the Closing DateClosing. (c) At the Closing, the parties hereto shall execute and deliver such additional documents and take such additional actions as the parties reasonably may deem to be practical and necessary in order to consummate the transactions contemplated by this Agreement, on the terms and conditions set forth herein.

Closing. (a) In accordance with the terms and subject to the conditions of this Agreement, the closing 10.1 The completion of the transaction transactions contemplated by Section 1 under this Agreement shall be closed (the “Closing” or, if used in the past tense, “Closed”) shall take place promptly at the offices of ▇▇▇▇▇▇▇▇, at 11:00 a.m.(Vancouver Time) (the “Time of Closing”), on the date which is the fifth business day following the Second Effective Timesatisfaction or waiver of all conditions precedent as set out in Section 6, or such other time or day as the parties may agree upon (the “Closing Date”). In the event that the transactions contemplated under this Agreement have not closed on or before the Drop Dead Date, any one or more of FUN, OPINIT or the OPINIT Shareholders may terminate this Agreement by notice in writing to the other parties to this Agreement and this Agreement shall be of no further force and effect. 10.2 At the ClosingTime of Closing on the Closing Date, OPINIT and the OPINIT Shareholders shall deliver to FUN the following Closing documents: (a) certified true copies of any corporate authorizations which are necessary in order to authorize and approve this Agreement, OPINIT’s and the OPINIT Shareholders’ execution and delivery hereof and all of the transactions of OPINIT contemplated hereunder, which authorization shall include specific reference to: (i) Subject the sale and transfer of all beneficial ownership in and to the Aggregate Repurchase Price being greater than $0.00, Parent shall deliver (or cause OPINIT Shares from the OPINIT Shareholders to be delivered) to the Holder an amount FUN as provided for in cash, by wire transfer of immediately available funds to an account designated by the Holder in writing no later than five (5) Business Days prior to the Closing, equal to (x) the Aggregate Repurchase Price, minus (y) the Holder Expense Amount; andthis Agreement; (ii) the Holder shall deliver (or cause to be delivered): (1) the Repurchase Shares (along with any applicable instruments transfer of transfer, including stock powers and letters of transmittal, as applicable) in book entry form to Parent or to a custodian designated by Parent prior to the Closing; (2) a validly executed IRS Form W-9; (3) a completed copy all legal title of the Tax Certification Form attached hereto as Exhibit A; and (4) such documents OPINIT Shares from the OPINIT Shareholders to FUN or instruments required by the Company’s transfer agent. (b) The Closing shall be subject to the conditions that, on the Closing Date: (i) all of the conditions set forth in Article VIII of the Merger Agreement (including the condition set forth in Section 8.2(g) of the Merger Agreement) shall have been satisfied or waived (other than those conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or waiver thereof in accordance with the terms of the Merger Agreement), the Mergers shall have been consummated and the Second Effective Time shall have occurred; (ii) Parent shall have received the PIPE Investment Amountdesignated nominees; and (iii) (x) with respect evidence satisfactory to ParentFUN, all representations and warranties acting reasonably, of the Holder contained in this Agreement shall be true and correct in all material respects as cancellation or endorsement for transfer of the Closing Date certificates, documents and agreements providing for and representing the outstanding OPINIT Shares; (except with respect b) notices addressed 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 Merger Agreement), except for, in each case, inaccuracies in the representations and warranties of the Holder which would not preclude the ability of the Holder to consummate the transactions contemplated hereby, and consummation of the Closing shall constitute a reaffirmation by the Holder of each of the representations, warranties and agreements OPINIT Shareholders confirming the transfer of the Holder contained in this Agreement as of the Closing Date; and (y) with respect OPINIT Shares to FUN pursuant to the Holder, all representations and warranties of Parent contained in this Agreement shall be true and correct in all material respects 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 terms of this Agreement which are contemplated or expressly permitted by this Agreement or the Merger Agreement), except for, in each case, inaccuracies in the representations and warranties of Parent which would not preclude the ability of Parent to consummate Repurchase, and consummation of the Closing shall constitute a reaffirmation by Parent of each of the representations, warranties and agreements of Parent contained in this Agreement as of the Closing Date.; (c) if required, duly executed copies of the Escrow Agreement; (d) a certificate of an officer of OPINIT certifying that (i) all of OPINIT’s representations and warranties are true as of Closing, (ii) all of OPINIT’s covenants have been performed, and (iii) all of the conditions for the benefit of the OPINIT have been complied with or waived; (e) a certificate of an officer of OPINIT to certify that OPINIT has no other Encumbrances on its Assets or incurred any other liabilities other than as disclosed in the OPINIT Financial Statements, or as previously approved by FUN in writing; (f) if OPINIT and FUN settle on a mutually acceptable form of closing agenda prior to the Time of Closing, then such other closing documents as are listed on that closing agenda as closing documents to be delivered by OPINIT; and (g) if OPINIT and FUN choose not to or are unable to settle on a mutually acceptable form of closing agenda prior to the Time of Closing, then such other materials that are, in the opinion of FUN, acting reasonably, required to be delivered by the OPINIT Shareholders, and by OPINIT in order for them to have met their obligations under this Agreement. 10.3 At the ClosingTime of Closing on the Closing Date, FUN shall deliver to OPINIT the parties hereto shall execute and deliver such additional documents and take such additional actions as following: (a) certified true copies of the parties reasonably may deem to be practical and corporate authorizations of FUN which are necessary in order to consummate the transactions contemplated by authorize and approve this Agreement, FUN’s execution and delivery hereof and all of the transactions of FUN contemplated hereunder, which authorization shall include specific reference to the approval of: (i) this Agreement and the authorization of FUN’s entry hereinto; (ii) the purchase of the OPINIT Shares; (iii) the issuance of FUN Payment Shares to the OPINIT Shareholders pursuant to the terms of this Agreement; and (b) certificates representing FUN Payment Shares issued on Closing which are not subject to the Escrow Agreement (if required), registered in the names of the OPINIT Shareholders as provided for in Section 2.2 of this Agreement; (c) a certificate of an officer of FUN certifying that (i) all of its representations and warranties are true as of Closing, (ii) all of its covenants have been performed, and (iii) all of the conditions for the benefit of FUN have been complied with or waived; (d) if required, the Escrow Agreement executed by FUN; (e) if OPINIT and FUN settle on a mutually acceptable form of closing agenda prior to the Time of Closing, then such other closing documents as are listed on that closing agenda as closing documents to be delivered by FUN; and (f) if OPINIT and FUN choose not to or are unable to settle on a mutually acceptable form of closing agenda prior to the Time of Closing, then such other materials that are, in the opinion of OPINIT, acting reasonably, required to be delivered by FUN in order for FUN to have met its obligations under this Agreement. 10.4 The items tabled at Closing pursuant to Sections 10.2 and 10.3 shall be held in escrow until all of such items have been tabled and FUN and the Representative (as defined in Section 12.1) have acknowledged that they are satisfied therewith, whereupon such escrow shall be terminated and the Closing shall have occurred. If such escrow is not released on or before 5:00 p.m. on the terms Closing Date and conditions set forth hereinthe Representatives do not agree to an extension of the escrow, the Closing shall not occur, and the balance of the documents tabled by each party pursuant to this Section 10.4 shall be returned to such party.

Closing. (a) In accordance with the terms and subject to the conditions of this Agreement, the The closing of the transaction purchase and sale of the LandCo Equity Interests contemplated by Section 1 this Agreement (the “Closing”) shall take place promptly at 10:00 a.m. local time, at the offices of [the Company], on the date that is two Business Days following the Second Effective Timesatisfaction (or waiver, in each case, by the Party or Parties that this Agreement expressly provides are entitled to waive such condition) of the conditions precedent set forth in clauses 5.2, 5.3 and 5.4 of this Agreement (other than any such conditions which by their nature are to be satisfied on the Closing Date, but subject to the satisfaction thereof), or at such other date, time and/or place as is mutually agreed in writing by each of the Parties, provided, however, that in no event shall the Closing occur more than 10 days after the satisfaction (or waiver, in each case, by the Party or Parties that this Agreement expressly provides are entitled to waive such condition) of such conditions precedent. At The Buyers and the ClosingBondholders shall cause the Closing to occur in accordance with the following mechanics: a) On the date of the Closing (i) Subject the “Closing Date”), the Buyers shall deliver to the Aggregate Repurchase Bondholders the Purchase Price being greater than $0.00, Parent shall deliver (or cause to be delivered) to the Holder an amount in cash, by wire transfer of immediately available funds to an account designated the account(s) specified by the Holder Bondholders in writing no later than five a written notice delivered to the Buyers at least three (53) Business Days prior to the Closing. b) On the Closing Date, the Bondholders shall deliver to the Buyers: (i) the stock certificates representing the LandCo Equity Interests, duly endorsed in favor of the Buyers, and (ii) a duly executed secretary’s certificate certifying that LandCo’s transfer to the Buyers of the LandCo Equity Interests has been duly recorded in the stock registry book of LandCo together with a copy of the entry in such stock registry book duly executed by the secretary of LandCo; c) Immediately upon (i) confirmation by the Bondholders of their receipt of the Purchase Price, and (ii) confirmation by the Buyers of their receipt of the LandCo Equity Interests, each of Bondholders and the Buyers shall deliver to each other a cross receipt and certificate in the form attached as Exhibit “E” hereto (the “Cross Receipt”), and the Closing shall be deemed to have been consummated upon such delivery of the Cross Receipt by each of the Bondholders and the Buyers; d) Not later than 4:00 p.m. New York City time one (1) Business Day prior to the Closing, the Company shall deliver to LandCo (a) duly executed original stock certificates representing 100% of the shares of common stock of the Company that are included as the non-cash portion of the “Purchase Price” to be paid by LandCo to the Liquidity and Factoring Banks under the Trust Land Purchase Agreement and (b) by wire transfer of immediately available funds to the account specified by LandCo in a written notice delivered to the Company at least two Business Days prior to the Closing, cash in an amount equal to the sum of (x) the Aggregate Repurchase Price, minus Trust Land Costs plus (y) 100% of the Holder Expense Amountcash portion of the “Purchase Price” to be paid by LandCo to the Liquidity and Factoring Banks under the Trust Land Purchase Agreement plus (z) 100% of the cash portion of the “Purchase Price” to be paid by LandCo to ▇▇. ▇▇▇▇▇▇▇▇▇ under the Shareholder Land Purchase Agreement; and (iie) the Holder shall deliver (or Buyers and Bondholders hereby covenant and agree to use commercially reasonable efforts to cause to be delivered): (1) the Repurchase Shares (along with any applicable instruments of transfer, including stock powers and letters of transmittal, as applicable) in book entry form to Parent or to a custodian designated by Parent prior to the Closing; (2) a validly executed IRS Form W-9; (3) a completed copy of the Tax Certification Form attached hereto as Exhibit A; and (4) such documents or instruments required by the Company’s transfer agent. (b) The Closing shall be subject to the conditions that, on the Closing Date: (i) all of the conditions set forth in Article VIII of the Merger Agreement (including the condition set forth in Section 8.2(g) of the Merger Agreement) shall have been satisfied or waived (other than those conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or waiver thereof in accordance with the terms of the Merger Agreement), the Mergers shall have been consummated and the Second Effective Time shall have occurred; (ii) Parent shall have received the PIPE Investment Amount; and (iii) (x) with respect to Parent, all representations and warranties of the Holder contained in this Agreement shall be true and correct in all material respects 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 Merger Agreement), except for, in each case, inaccuracies in the representations and warranties of the Holder which would not preclude the ability of the Holder to consummate the transactions contemplated hereby, and consummation of the Closing shall constitute a reaffirmation by the Holder of each of the representations, warranties and agreements of the Holder contained in this Agreement as of the Closing Date; and (y) with respect to the Holder, all representations and warranties of Parent contained in this Agreement shall be true and correct in all material respects 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 Merger Agreement), except for, in each case, inaccuracies in the representations and warranties of Parent which would not preclude the ability of Parent to consummate Repurchase, and consummation of the Closing shall constitute a reaffirmation by Parent of each of the representations, warranties and agreements of Parent contained in this Agreement as of the Closing Dateoccur. (c) At the Closing, the parties hereto shall execute and deliver such additional documents and take such additional actions as the parties reasonably may deem to be practical and necessary in order to consummate the transactions contemplated by this Agreement, on the terms and conditions set forth herein.

Closing. (a) In accordance with the terms and subject to the conditions of this Agreement, the closing of the transaction contemplated by Section 1 (the “Closing”) Closing shall take place promptly at the Place of Closing on the Closing Date unless otherwise agreed to by the Vendor and the Purchaser. (b) At Closing the Vendor shall deliver or cause to be delivered to the Purchaser or the Purchaser’s solicitors, the following the Second Effective Time. At the Closingdocuments, fully executed by Vendor, where applicable: (i) Subject certificates representing the Securities, if required, accompanied by duly executed instruments of transfer, and any other documents necessary to transfer to the Aggregate Repurchase Price being greater than $0.00Purchaser good title to the Securities; (ii) original partnership and Subco minute books and within thirty (30) days of Closing, Parent all environmental, health and safety files, Worker’s Compensation files; (iii) a registrable Notice of Amendment to Declarations of Partnership duly executed by the Vendors; (iv) the General Conveyance attached hereto as Schedule “L” duly executed by Vendor; (v) receipt for the Purchase Price; (vi) certified copies of resolutions of the boards of directors of Vendor, the Partnership and Subco which authorizes the execution and delivery of this Agreement and the completion of the sale of the Securities and the other transactions contemplated by this Agreement; (vii) officer’s certificate executed by Vendor in form attached as Schedule “K”; (viii) any waivers or exercises in respect of any of the Preferential Rights, received by the Vendor prior to Closing; and (ix) resignations and releases in favour of Subco from each of the directors and officers of Subco. (c) The Vendor and Purchaser acknowledge and agree that at Closing or as soon as reasonably possible thereafter, the Vendor shall deliver (or cause to be delivered) delivered to the Holder an amount in cashPurchaser or the Purchaser’s solicitors, by wire transfer of immediately available funds to an account designated the following documents, fully executed by the Holder in writing no later than five Vendor or Vendor’s Affiliates, where applicable: (5i) Business Days prior such transfers, assignments, declarations of trust, novations and other instruments conveying the title to the ClosingAssets to the Partnership or the Purchaser’s nominee as may be reasonably required by the Purchaser, equal provided however, any Surface Rights covered under a “Master Agreement” or similar industry agreement shall not be conveyed; rather the Purchaser shall have sixty (60) days following the Closing Date in which to (x) enter into a “Master Agreement” or similar industry agreement with the Aggregate Repurchase Price, minus (y) the Holder Expense Amountapplicable Third Party covering such Surface Rights; and (ii) fully executed releases and discharges of any liens, charges or other encumbrances, other than the Holder Permitted Encumbrances, whatsoever affecting the Assets or at Closing the Vendor shall deliver (provide a letter in form and content satisfactory to the Purchaser, acting reasonably, from each holder of such security stating that it has no interest in the Assets as security or otherwise howsoever and undertaking to cause to be delivered):discharged all encumbrances on the Assets to which such holder is entitled to the benefit. (1d) The Vendor shall cooperate, both before and after Closing, with the Repurchase Shares (along with any applicable instruments Purchaser to secure execution of transfer, including stock powers such documents by the Third Parties thereto other than the Vendor and letters of transmittal, as applicable) in book entry form to Parent or to a custodian designated by Parent prior to the Closing;Purchaser. (2e) a validly executed IRS Form W-9; At Closing Vendor shall either provide copies of the documents included in Miscellaneous Interests or undertake to deliver copies of them within three (3) a completed copy of the Tax Certification Form attached hereto as Exhibit A; and (4) such documents or instruments required by the Company’s transfer agent. (b) The Closing shall be subject to the conditions that, on the Closing Date: (i) all of the conditions set forth in Article VIII of the Merger Agreement (including the condition set forth in Section 8.2(g) of the Merger Agreement) shall have been satisfied or waived (other than those conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or waiver thereof in accordance with the terms of the Merger Agreement), the Mergers shall have been consummated and the Second Effective Time shall have occurred; (ii) Parent shall have received the PIPE Investment Amount; and (iii) (x) with respect to Parent, all representations and warranties of the Holder contained in this Agreement shall be true and correct in all material respects 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 Merger Agreement), except for, in each case, inaccuracies in the representations and warranties of the Holder which would not preclude the ability of the Holder to consummate the transactions contemplated hereby, and consummation of the Closing shall constitute a reaffirmation by the Holder of each of the representations, warranties and agreements of the Holder contained in this Agreement as of the Closing Date; and (y) with respect to the Holder, all representations and warranties of Parent contained in this Agreement shall be true and correct in all material respects 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 Merger Agreement), except for, in each case, inaccuracies in the representations and warranties of Parent which would not preclude the ability of Parent to consummate Repurchase, and consummation of the Closing shall constitute a reaffirmation by Parent of each of the representations, warranties and agreements of Parent contained in this Agreement as of weeks following the Closing Date. (cf) At Unless otherwise agreed to by the ClosingParties, within thirty (30) days following the parties hereto Closing Date the Vendor, as agent of the Partnership, shall execute and deliver such additional documents and take such additional actions as provide the parties reasonably may deem Technical Information to be practical and necessary in order to consummate the transactions contemplated by this Agreement, on the terms and conditions set forth hereinPurchaser.

Closing. (a) In accordance with the terms The purchase, sale and subject to the conditions of this Agreement, the closing transfer of the transaction contemplated by Section 1 Shares in the Transactions shall take place at a closing (the “Closing”) shall take place promptly to be held at 10:00 a.m. (New York City time) at the offices of Ropes & ▇▇▇▇ LLP, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ no later than the second (2nd) Business Day following the Second Effective Timesatisfaction or, to the extent permitted by applicable Law, waiver of all conditions to the obligations of the parties set 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 time or place as the Sellers’ Representative and 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: Closing (i) Subject to the Aggregate Repurchase Price being greater than $0.00, Parent Buyer shall deliver (or cause to each Seller the portion of the Equity Purchase Price to be delivered) delivered to such Seller in accordance with the Holder an amount percentages set forth on Schedule 2.2 in cashimmediately available funds in United States dollars, by wire transfer of immediately available funds to an a bank account designated by the Holder in writing no later than five by such Seller to Buyer at least two (52) Business Days prior to the ClosingClosing Date, equal which account shall not be maintained with a bank, or a branch thereof, domiciled in a “non-cooperative state or territory” (Etat ou territoire non coopératif) as set out in the list referred to in Article 238-0 A of the French tax code (x) the Aggregate Repurchase PriceCode Général des Impôts), minus (y) the Holder Expense Amount; and as such list may be amended from time to time, (ii) the Holder Sellers shall deliver (or cause to be delivered): delivered to Buyer, free and clear of any Encumbrances, the original certificates representing the Shares (1to the extent such Shares are represented by certificates), duly endorsed in property in favor of Buyer, and a certified copy of the executed notarial deed of transfer of the Dutchco Shares purchased and sold in the Dutchco Transaction evidencing the transfer of such Dutchco Shares, (iii) Mexico Holdings shall deliver to Buyer a copy of the entry made in its stock registry books, duly certified by the secretary of Mexico Holdings, evidencing that Buyer is the holder of record of the Mexico Holdings Series A Shares purchased by it in the Mexico Holdings Transactions, (iv) the Repurchase Company shall deliver to Buyer a copy of the entry made in its stock registry book, duly certified by the secretary of the Company, evidencing that Buyer is the holder of record of the Satmex Series B Shares and Satmex Series N Shares purchased by it in the Satmex – SBS Transaction and the Satmex – EJA Transaction, and (along with any v) the Sellers shall deliver to the Buyer letters evidencing the resignation from the board of directors (or other body performing similar functions) of the Company, Dutchco and Mexico Holdings of each of the members of such board or other body effective at or prior to the Closing (or evidence of the removal of each of the members of such board or other body by the applicable instruments of transfer, including stock powers and letters of transmittal, as applicable) in book entry form to Parent Sellers at or to a custodian designated by Parent prior to the Closing; (2) a validly executed IRS Form W-9; (3) a completed copy , together with evidence of the Tax Certification Form attached hereto as Exhibit A; and (4) payment of all monetary obligations, if any, due and payable to such documents resigning or instruments required by the Company’s transfer agent. (b) The Closing shall be subject to the conditions that, on the Closing Date: (i) all of the conditions set forth in Article VIII of the Merger Agreement (including the condition set forth in Section 8.2(g) of the Merger Agreement) shall have been satisfied or waived (other than those conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or waiver thereof in accordance with the terms of the Merger Agreement), the Mergers shall have been consummated and the Second Effective Time shall have occurred; (ii) Parent shall have received the PIPE Investment Amount; and (iii) (x) with respect to Parent, all representations and warranties of the Holder contained in this Agreement shall be true and correct in all material respects removed members as of the Closing Date (except with respect to such representations and warranties which speak date thereof in their capacity as to an earlier date, which representations and warranties shall be true and correct in all material respects at and as director or member of such date, except for changes after the date of this Agreement which are contemplated or expressly permitted by this Agreement or the Merger Agreement), except for, body) that in each case, inaccuracies case is identified in the representations and warranties of the Holder which would not preclude the ability of the Holder to consummate the transactions contemplated hereby, and consummation of the Closing shall constitute a reaffirmation writing by the Holder of each of the representations, warranties and agreements of the Holder contained in this Agreement as of the Closing Date; and (y) with respect Buyer to the Holder, all representations and warranties of Parent contained in this Agreement shall be true and correct in all material respects 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 Merger Agreement), except for, in each case, inaccuracies in the representations and warranties of Parent which would not preclude the ability of Parent to consummate Repurchase, and consummation of the Closing shall constitute a reaffirmation by Parent of each of the representations, warranties and agreements of Parent contained in this Agreement as of Sellers’ Representative no later than five Business Days before the Closing Date. (c) At To evidence payment of the Closingapplicable Mexican income Tax, if any, and compliance with the parties hereto requirements established in article 154 of the Mexican income tax law (Ley del Impuesto sobre la Renta) and 204 of its regulations, ▇▇▇▇▇▇▇ shall execute deliver to Mexico Holdings and deliver such additional documents and take such additional actions as to Buyer, (i) no later than 15 Mexican Business Days following the parties reasonably may deem to be practical and necessary in order to consummate the transactions contemplated by this AgreementClosing Date, on the terms and conditions set forth herein.a copy of the

Closing. (a) In accordance with Subject to the terms of the Sale Order and subject to any other applicable order, decree or ruling by the conditions of this AgreementBankruptcy Court, the closing of the transaction contemplated by Section 1 (the “Closing”) of the purchase and sale of the Purchased Assets and the assumption of the Assumed Liabilities hereunder shall take place promptly following at the Second Effective Time. At the Closing: (i) Subject offices of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, ▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, as soon as possible, but in no event later than two Business Days, after satisfaction or, to the Aggregate Repurchase Price being greater than $0.00extent permissible, Parent shall deliver (waiver by the party or cause to be delivered) parties entitled to the Holder an amount in cash, by wire transfer of immediately available funds to an account designated by the Holder in writing no later than five (5) Business Days prior to the Closing, equal to (x) the Aggregate Repurchase Price, minus (y) the Holder Expense Amount; and (ii) the Holder shall deliver (or cause to be delivered): (1) the Repurchase Shares (along with any applicable instruments of transfer, including stock powers and letters of transmittal, as applicable) in book entry form to Parent or to a custodian designated by Parent prior to the Closing; (2) a validly executed IRS Form W-9; (3) a completed copy of the Tax Certification Form attached hereto as Exhibit A; and (4) such documents or instruments required by the Company’s transfer agent. (b) The Closing shall be subject to the conditions that, on the Closing Date: (i) all benefit of the conditions set forth in Article VIII of the Merger Agreement (including the condition set forth in Section 8.2(g) of the Merger Agreement) shall have been satisfied or waived 10 (other than those conditions that by their terms 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 waiver thereof at such other time or place as Buyer and Sellers may agree. At the Closing: (a) Sellers shall deliver to Buyer a copy of the final Sale Order entered by the Bankruptcy Court; (b) Buyer shall deliver to Sellers the Purchase Price less the Good Faith Deposit and any interest credited thereon in accordance with Section 2.09, in cash, in immediately available funds by wire transfer to an account or accounts of Sellers with a bank designated by Parent Seller, by notice to Buyer, not later than two Business Days prior to the Closing Date (or if not so designated, then by certified or official bank check(s) payable in immediately available funds to the order of Sellers in such amount); (c) the Escrow Agent shall deliver to Sellers the Good Faith Deposit and any interest credited thereon in accordance with Section 2.09, in cash, in immediately available funds by wire transfer to an account or accounts of Sellers with a bank designated by Parent Seller in accordance with the terms Escrow Agreement; provided however, that such amount shall be reduced by the Holdback Amount, if any, that is required to be withheld from the Purchase Price pursuant to the provisions of Section 5.05, which Holdback Amount shall remain in escrow until the earlier of (i) the issuance of a Qualifying Order or (ii) the final release date specified in the Escrow Agreement, whereupon the Holdback Amount will be paid to Sellers or Buyer, as applicable, in accordance with the provisions of the Merger Escrow Agreement), the Mergers shall have been consummated and the Second Effective Time shall have occurred; (iid) Parent Sellers and Buyer shall have received enter into a General Assignment and Bills of Sale substantially in the PIPE Investment Amountform attached hereto as Exhibit A with respect to the Assumed Real Property Leases and, subject to the provisions hereof, Sellers shall deliver to the Buyer such deeds, bills of sale, endorsements, consents, assignments and other good and sufficient instruments of conveyance and assignment as the parties and their respective counsel shall deem reasonably necessary to vest in Buyer all right, title and interest in, to and under the Purchased Assets; (e) Sellers and Buyer shall enter into IP Assignment Agreements substantially in the form attached hereto as Exhibit ▇-▇, ▇▇▇▇▇▇▇ ▇-▇, Exhibit B-3 and Exhibit B-4; (f) Sellers shall deliver a copy of each Required Consent in form and substance reasonably acceptable to the Buyer; (g) Sellers shall deliver to Buyer such evidence of Buyer acquisition of the Transferred Equity as Buyer may reasonably require; and (iiih) (xSellers shall deliver to Buyer a copy of Section 1.01(a) with respect to Parent, all representations and warranties of the Holder contained in this Agreement shall be true and correct in all material respects as of the Closing Date (except with respect Seller Disclosure Schedule updated 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 Merger Agreement), except for, in each case, inaccuracies in the representations and warranties of the Holder which would not preclude the ability of the Holder to consummate the transactions contemplated hereby, and consummation of the Closing shall constitute a reaffirmation by the Holder of each of the representations, warranties and agreements of the Holder contained in this Agreement as of the Closing Date; and (y) with respect to the Holder, all representations and warranties of Parent contained in this Agreement shall be true and correct in all material respects 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 Merger Agreement), except for, in each case, inaccuracies in the representations and warranties of Parent which would not preclude the ability of Parent to consummate Repurchase, and consummation of the Closing shall constitute a reaffirmation by Parent of each of the representations, warranties and agreements of Parent contained in this Agreement as of the Closing DateClosing. (c) At the Closing, the parties hereto shall execute and deliver such additional documents and take such additional actions as the parties reasonably may deem to be practical and necessary in order to consummate the transactions contemplated by this Agreement, on the terms and conditions set forth herein.

Closing. (a) In accordance with 12.1 The Parties agree that the terms and subject Sale Claims Purchase Consideration will be settled on the Part A Closing Date by way of the issue to the conditions of this Agreement, the closing Seller by VMR of the transaction contemplated by Section 1 Consideration Shares, at an issue price of R1.75 (the “Closing”one rand and seventy five cents) shall take place promptly following the Second Effective Time. At the Closing: (i) Subject to the Aggregate Repurchase Price being greater than $0.00per VMR Share, Parent shall deliver (or cause to be delivered) to the Holder an amount in cash, by wire transfer of immediately available funds to an account designated by the Holder in writing no later than five (5) Business Days prior to the Closing, equal to (x) the Aggregate Repurchase Price, minus (y) the Holder Expense Amount; and (ii) the Holder shall deliver (or cause to be delivered): (1) the Repurchase Shares (along with any applicable instruments of transfer, including stock powers and letters of transmittal, as applicable) in book entry form to Parent or to a custodian designated by Parent prior to the Closing; (2) a validly executed IRS Form W-9; (3) a completed copy of the Tax Certification Form attached hereto as Exhibit A; and (4) such documents or instruments required by the Company’s transfer agent. (b) The Closing shall be subject to the conditions that, on the Closing Date: (i) all of the conditions set forth in Article VIII of the Merger Agreement (including the condition set forth in Section 8.2(g) of the Merger Agreement) shall have been satisfied or waived (other than those conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or waiver thereof in accordance with the provisions of this clause 12. 12.2 On the Part A Closing Date, the Purchaser, VMR, the Seller and a duly authorised representative of the Transfer Secretary shall meet at 10h00 at the offices of CDH and the Purchaser and VMR shall deliver to the Seller – 12.2.1 a copy of the following resolutions passed by the board of directors of VMR – 12.2.1.1 a resolution approving the issue of the Consideration Shares to the Seller in accordance with the provisions of this Agreement; 12.2.1.2 a resolution approving the issue of the Escrow Shares in certificated form to the Seller in accordance with the provisions of the Escrow Agreement; 12.2.1.3 a resolution approving the listing of all of the Consideration Shares on the JSE; 12.2.2 a copy of the approval by the JSE to list the Consideration Shares on the JSE; and 12.2.3 a duly executed irrevocable instruction by VMR to the Transfer Secretary to issue the – 12.2.3.1 Unencumbered Shares to the Seller and to deliver the Unencumbered Shares into the Seller's nominated CSDP or broker account, as the case may be; and 12.2.3.2 Escrow Shares to the Seller and to deliver the Escrow Shares to the Escrow Agent, in accordance with the provisions of the Escrow Agreement, all of which shall be substantially in accordance with the form of Annexure "9", which irrevocable instruction will be countersigned by the duly authorised representative of the Transfer Secretary at the meeting; and 12.2.4 the Seller will deliver to the Purchaser – 12.2.4.1 the written resignations of all the directors of the Company as at the Part A Closing Date, save for ▇▇▇▇ ▇▇▇▇▇▇▇, with effect from the date on which the Sale Claims Purchase Consideration is settled, confirming that they waive all claims, whether in contract or in delict, actual or contingent, that they may have had against the Company up until the Part A Closing Date; 12.2.4.2 of the public officer, company secretary and any other officer of the Company with effect from the date on which the Sale Claims Purchase Consideration is settled, it being specifically agreed that these resignations are from formal appointments as officers of the Company only, and not from posts of employment with the Company, if applicable; and 12.2.4.3 certified copies of resolutions of the shareholders of the Company, or the Board, as the case may be – 12.2.4.3.1 appointing, with effect from the Part A Closing Date, 2 (two) directors nominated in writing for that purpose by the Purchaser, such that the directors nominated by the Purchaser shall constitute a majority of the directors on the Board. In order to enable the Seller to comply with the obligation set out in this clause 12.2.4.3.1, the Purchaser shall, by no later than the 1 st (first) business day after the day on which the last of the Part A Conditions Precedent is fulfilled or waived in accordance with the provisions of clause 4, as the case may be, deliver to the Purchaser a written notice setting out the names of 2 (two) persons who are eligible and qualified to act as directors in terms of the Merger Agreement)Companies Act; or 12.2.4.3.2 if, on or before the Part A Closing Date, the Mergers shall have Part B Condition Precedent contained in clause 5.1.1 has been consummated fulfilled but the Part B Condition Precedent contained in clause 5.1.2 has not been fulfilled, waived or deemed to be fulfilled, appointing, with effect from the Part A Closing Date, (i) 2 (two) directors nominated for that purpose by the Purchaser by means of written notice to the Seller and the Second Effective Time shall have occurred; (ii) Parent 1 (one) independent director, such that the independent director and the 2 (two) directors nominated by the Purchaser shall have received constitute a majority of the PIPE Investment Amountdirectors on the Board; and (iii) (x) with respect to Parent, all representations and warranties 12.2.4.3.3 noting the resignations of the Holder contained directors, auditors and/or officers contemplated in this Agreement shall be true clauses 12.2.4.1 and correct in all material respects 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 Merger Agreement), except for, in each case, inaccuracies in the representations and warranties of the Holder which would not preclude the ability of the Holder to consummate the transactions contemplated hereby, and consummation of the Closing shall constitute a reaffirmation by the Holder of each of the representations, warranties and agreements of the Holder contained in this Agreement as of the Closing Date; and (y) with respect to the Holder, all representations and warranties of Parent contained in this Agreement shall be true and correct in all material respects 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 Merger Agreement), except for, in each case, inaccuracies in the representations and warranties of Parent which would not preclude the ability of Parent to consummate Repurchase, and consummation of the Closing shall constitute a reaffirmation by Parent of each of the representations, warranties and agreements of Parent contained in this Agreement as of the Closing Date12.2.4.2. (c) At the Closing, the parties hereto shall execute and deliver such additional documents and take such additional actions as the parties reasonably may deem to be practical and necessary in order to consummate the transactions contemplated by this Agreement, on the terms and conditions set forth herein.

Closing. (a) In accordance with the terms and subject to the conditions of this Agreement, the closing of the transaction contemplated by Section 1 (the “Closing”) shall take place promptly following the Second Effective Time. At the Closing: (i) Subject to the Aggregate Repurchase Price being greater than $0.00, Parent shall deliver (or cause to be delivered) to the Holder an amount in cash, by wire transfer of immediately available funds to an account designated by the Holder in writing no later than five (5) Business Days prior to the Closing, equal to (x) the Aggregate Repurchase Price, minus (y) the Holder Expense Amount; and (ii) the Holder shall deliver (or cause to be delivered): (1) the Repurchase Shares (along with any applicable instruments of transfer, including stock powers and letters of transmittal, as applicable) in book entry form to Parent or to a custodian designated by Parent prior to the Closing; (2) a validly executed IRS Form W-9; (3) a completed copy of the Tax Certification Form attached hereto as Exhibit A; and (4) such documents or instruments required by the Company’s transfer agent. (b) The Closing shall be subject to the conditions that, on the Closing Date: (i) all consist of the conditions execution and delivery of documents by Seller and Buyer, as set forth in Article VIII below, and delivery by Buyer to Seller of the Merger Agreement (including the condition set forth in Section 8.2(g) of the Merger Agreement) shall have been satisfied or waived (other than those conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or waiver thereof Purchase Price in accordance with the terms of this Agreement. Seller shall deliver to Escrow Agent for the Merger Agreement)benefit of Buyer at Closing the following executed documents: (a) A Limited Warranty Deed in the form and substance substantially similar as that attached hereto as Exhibit B, except that the Mergers “Exhibit B” contained therein shall have been consummated be replaced with the Permitted Exceptions, as defined in Section 6(a) herein and the Second Effective Time “AS-IS” and “WITH ALL FAULTS” language contained therein shall have occurredbe modified to conform with the representations and disclaimers contained in this Agreement (the “Deed”); (b) An Assignment and Assumption of Lease, Guaranty and Security Deposit, in the form attached hereto as Exhibit C; (c) A ▇▇▇▇ of Sale for the Personalty, if any, in the form attached hereto as Exhibit D; (d) An Assignment of Contracts, Permits, Licenses and Warranties in the form of Exhibit E; (e) An original of the Estoppel Certificate from Tenant and Guarantor dated no earlier than thirty (30) days prior to the date of Closing. The Estoppel Certificate must (i) reflect the business terms of the Lease, (ii) Parent not reflect any defaults, (iii) be fully completed, dated and executed, and (iv) be certified to Buyer and its lender. If the Lease and any amendments, bearing the original signatures of the landlord and tenant thereunder have not been delivered to Buyer previously, a copy thereof confirming that the copy is true, correct and complete shall have received be attached to the PIPE Investment AmountEstoppel Certificate; (f) To the extent obtained by Seller, estoppel certificates with respect to reciprocal easement agreements as may be reasonably requested by Buyer; (g) A settlement statement setting forth the Purchase Price, all prorations and other adjustments to be made pursuant to the terms hereof, and the funds required for Closing as contemplated hereunder; (h) All transfer tax statements, declarations and filings as may be necessary or appropriate for purposes of recordation of the deed; (i) Good standing certificates and corporate resolutions or member or partner consents, as applicable, and such other documents as reasonably requested by Escrow Agent; (j) Originals of the Warranties (as hereinafter defined) re-issued at Seller’s expense to Buyer or Tenant, as requested by Buyer; (k) A certificate pursuant to Section 1445 of the Internal Revenue Code of 1986, as amended, or the regulations issued pursuant thereto, certifying the non-foreign status of Seller in the form attached hereto as Exhibit M; (l) An owner’s title affidavit as to mechanics’ liens and possession and other matters in customary form reasonably acceptable to Buyer and Escrow Agent; (m) A Letter to Tenant in form of Exhibit H attached hereto, with such changes as Buyer might reasonably require; (n) A bring down certificate with respect to Seller’s representations and warranties provided herein in the form attached hereto as Exhibit N; (o) Certificates of insurance or other evidence reasonably satisfactory to Buyer memorializing and confirming that Tenant is then maintaining policies of insurance of the types and in the amounts required by the Lease, which shall name Buyer and its mortgagee as additional insured parties and/or as loss payees and/or mortgagees, as appropriate, as their respective interests may appear; (p) All records (including originals) within Seller’s or Seller’s managing agent’s possession or reasonably obtainable by such parties reasonably required for the continued operation of the Property, including but not limited to, service contracts, plans, surveys, the Lease, the Guaranty, lease files, licenses, permits, warranties, guaranties, and records of current expenditures for repairs and maintenance; and (iiiq) (x) with respect Such other instruments as are reasonably required by Escrow Agent to Parent, all representations close the escrow and warranties consummate the purchase of the Holder contained Property in this Agreement accordance with the terms hereof. At Closing, Buyer shall instruct Escrow Agent to deliver the ▇▇▇▇▇▇▇ Money, together with all interest earned thereon, to Seller which shall be true and correct in all material respects as applied to the Purchase Price, shall deliver the balance of the Closing Date (except with respect Purchase Price to such representations Seller 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 Merger Agreement), except for, in each case, inaccuracies in the representations and warranties of the Holder which would not preclude the ability of the Holder to consummate the transactions contemplated hereby, and consummation of the Closing shall constitute a reaffirmation by the Holder of each of the representations, warranties and agreements of the Holder contained in this Agreement as of the Closing Date; and (y) with respect to the Holder, all representations and warranties of Parent contained in this Agreement shall be true and correct in all material respects 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 Merger Agreement), except for, in each case, inaccuracies in the representations and warranties of Parent which would not preclude the ability of Parent to consummate Repurchase, and consummation of the Closing shall constitute a reaffirmation by Parent of each of the representations, warranties and agreements of Parent contained in this Agreement as of the Closing Date. (c) At the Closing, the parties hereto shall execute and deliver execution counterparts of the closing documents referenced in clauses (b), (g) and (h) above. Buyer shall have the right to advance the Closing upon five (5) days prior written notice to Seller; provided that all conditions precedent to both Buyer’s and Seller’s respective obligations to proceed with Closing under this Agreement have been satisfied (or, if there are conditions to a party’s obligation to proceed with Closing that remain unsatisfied, such additional conditions have been waived by such party). Buyer shall have a one-time right to extend the Closing for up to thirty (30) business days upon written notice to Seller to be received by Seller on or prior to the date scheduled for the Closing. If Buyer timely exercises this right to extend, any document that Seller is obligated to provide that is “time sensitive” does not need to be provided again by Seller. The Closing shall be held through the mail by delivery of the closing documents and take to the Escrow Agent on or prior to the Closing or such additional actions other place or manner as the parties reasonably hereto may deem to be practical and necessary in order to consummate the transactions contemplated by this Agreement, on the terms and conditions set forth hereinmutually agree.

Closing. (a) In accordance with the terms and subject a. Subject to the satisfaction of all conditions to the Closing set forth in Section 10 of this AgreementAgreement (unless waived by the party entitled to satisfaction of such condition), the closing sale and purchase of the transaction contemplated by Section 1 Properties (the “Closing”) shall take occur on or about 60 days from completion of the Reserve Report by ▇▇▇▇ ▇▇▇▇▇▇, engineer (or on such other earlier or later date as the parties may mutually agree), but not later than April 30, 2012, at such place promptly following as Buyer and Seller shall mutually agree. Buyers failure to close this transaction on or before April 30, 2012 for any reason other than that set out in 10a, shall immediately terminate this agreement ipso facto at which time the Second Effective Time. Buyer and Seller shall have no further obligation to the other with regards to this agreement and the Seller may retain all previously paid ▇▇▇▇▇▇▇ money as full liquidated damages, both parties agreeing that it would be difficult to ascertain actual damages and therefore agreeing that the ▇▇▇▇▇▇▇ money retained by Seller would be liquidated damages in lieu of actual damages. b. At the Closingdate of Closing (the “Closing Date”), Seller shall deliver to Buyer: (i) Subject One or more executed and acknowledged assignments and bills of sale (in sufficient counterparts to facilitate recording) in substantially the Aggregate Repurchase Price being greater than $0.00, Parent shall deliver (or cause form of the Assignment and ▇▇▇▇ of Sale to be delivered) to the Holder an amount in cash, by wire transfer of immediately available funds to an account designated mutually agreed upon by the Holder in writing no later than five (5) Business Days prior parties consistent with the terms and conditions of this Agreement, conveying the Properties to Buyer; provided, however, that the Closing, equal to (x) the Aggregate Repurchase Price, minus (y) the Holder Expense Amount; and (ii) the Holder shall deliver (or cause to be delivered): (1) the Repurchase Shares (along with any applicable instruments Seller may collectively execute one Assignment and ▇▇▇▇ of transfer, including stock powers and letters of transmittal, as applicable) in book entry form to Parent or to a custodian designated by Parent prior to the Closing; (2) a validly executed IRS Form W-9; (3) a completed copy of the Tax Certification Form attached hereto as Exhibit A; and (4) such documents or instruments required by the Company’s transfer agent. (b) The Closing shall be subject to the conditions that, on the Closing Date: (i) Sale conveying all of the conditions set forth Seller’s interests in Article VIII of the Merger Agreement Properties (including hereinafter referred to as the condition set forth in Section 8.2(g) of the Merger Agreement) shall have been satisfied or waived (other than those conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or waiver thereof in accordance with the terms of the Merger Agreement“Assignment”), the Mergers shall have been consummated and the Second Effective Time shall have occurred; (ii) Parent shall have received All property, lease and well files related to the PIPE Investment AmountProperties; andprovided, however, Buyer agrees to allow Seller access to those files at all reasonable business hours for inspection and copying if any Seller, in such Seller’s sole opinion, require the files to defend any judicial or administrative action brought by any individual or governmental agency against such Seller; (iii) As to each Seller that is not a natural person, a certified copy of resolutions of the board of directors, manager, sole member, or other governing person or body of Seller authorizing the execution, delivery and performance of this Agreement and the execution, delivery and performance of all agreements, instruments or documents contemplated herein; (xiv) As to each Seller that is not a natural person, an incumbency and specimen signature certificate with respect to Parentthe officers, all partners, managers, members or other authorized persons of Seller executing this Agreement and any instruments or documents contemplated hereby; (v) A certificate of each Seller signed by such Seller or, in the case of a Seller which is not a natural person, an authorized officer, partner, manager, member or other authorized person of each Seller, pursuant to which each Seller represents and warrants to Buyer that Seller’s representations and warranties of the Holder contained in this Agreement shall be to Buyer are true and correct in all material respects as of the Closing Date as if then originally made, that all covenants required by the terms of this Agreement to be performed by Seller on or before the Closing Date, to the extent not waived by Buyer in writing, have been so performed, and that all documents to be executed and delivered by Seller at Closing have been executed by duly authorized officers, partners, managers, members or other authorized persons of Seller; (except with respect vi) Recorded or recordable releases of liens and security interests, in forms reasonably satisfactory to such representations Buyer, of any liens or encumbrances, including but not limited to property taxes 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 dateliens that are due on Closing affecting the Properties, except for changes Permitted Encumbrances; (vii) An Affidavit of Non-Foreign Status as to each Seller substantially in the form attached hereto as Exhibit “C”. (ix) Mutually acceptable transfer orders, or letters in lieu thereof, directing the operator or purchaser to make payments of proceeds attributable to production from the Properties after the Effective Date to Buyer; (x) Such other documents, instruments, assignments, bills of sale, notices, waivers, agreements, consents, property tax payment receipts for payment of taxes to date of this Agreement which closing, and writings as are contemplated necessary or expressly permitted by this Agreement or the Merger Agreement), except for, appropriate in each case, inaccuracies in the representations and warranties of the Holder which would not preclude the ability of the Holder order to consummate the transactions contemplated hereby, and consummation of the Closing shall constitute a reaffirmation by the Holder of each of the representations, warranties and agreements of the Holder contained in this Agreement as and carry out the intents and purposes of this Agreement. c. On the Closing Date; , Buyer shall deliver to Seller: (i) A certified copy of resolutions of the board of directors of Buyer authorizing the execution, delivery and performance of this Agreement and the execution, delivery and performance of all agreements, instruments, or documents contemplated herein: (yii) An incumbency and specimen signature certificate with respect to the Holder, all officers of Buyer executing this Agreement and any instruments or documents contemplated hereby; (iii) A certificate signed by an authorized officer of Buyer pursuant to which Buyer represents and warrants to Seller that Buyer’s representations and warranties of Parent contained in this Agreement shall be to Seller are true and correct in all material respects as of the Closing Date (except with respect to such representations and warranties which speak ▇▇▇▇ as to an earlier dateif then originally made, which representations and warranties shall be true and correct in that all material respects at and as of such date, except for changes after covenants required by the date terms of this Agreement which are contemplated to be performed by Buyer on or expressly permitted by this Agreement or the Merger Agreement), except for, in each case, inaccuracies in the representations and warranties of Parent which would not preclude the ability of Parent to consummate Repurchase, and consummation of the Closing shall constitute a reaffirmation by Parent of each of the representations, warranties and agreements of Parent contained in this Agreement as of before the Closing Date., to the extent not waived by Seller in writing, have been so performed, and that all documents to be executed and delivered by Buyer at Closing have been executed by duly authorized officers of Buyer; and (civ) At the ClosingSuch other documents, the parties hereto shall execute instruments, assignments, bills of sale, notices, waivers, agreements, consents and deliver such additional documents and take such additional actions writings as the parties reasonably may deem to be practical and are necessary or appropriate in order to consummate the transactions contemplated by this Agreement and carry out the intents and purposes of this Agreement, on the terms and conditions set forth herein.

Closing. (a) In accordance 5.1 Subject as hereinafter provided Closing shall take place on the Closing Date and at the Effective Time at such place as the parties shall agree. The Closing will take place simultaneously with the terms and subject Closing under the Framework Agreement. 5.2 On the Closing the Seller shall deliver to the conditions Buyer (or to such person as the Buyer may nominate): (A) the Tenancy in the Agreed Form duly executed by the Seller; (B) such other duly executed documents in the Agreed Form as are required by the Buyer to complete the sale and purchase of the other Acquired Assets and to vest title thereto in the Buyer; (C) the Customer List, the Catalogues and Advertising Materials and the Business Records; (D) all other property hereby agreed to be sold which is capable of transfer by delivery (which delivery shall, unless otherwise agreed, take place at the Property); and (E) a certified copy of the minutes of the meeting of the directors of the Seller authorising the execution by the Seller of this Agreement. 5.3 Subject to the Seller complying with its obligations as aforesaid, the closing of the transaction contemplated by Section 1 (the “Closing”) Buyer shall take place promptly following the Second Effective Time. At the on Closing: (iA) Subject deliver to the Aggregate Repurchase Price being greater than $0.00, Parent shall deliver Seller (or cause such person as the Seller shall nominate) counterparts of the documents referred to be deliveredat clause 5.2(A) and (B) duly executed by the Buyer; (B) pay the sum specified in clause 3.1 (A) by delivery by the Buyer under the Framework Agreement to the Holder an amount in cash, by wire transfer Seller under the Framework Agreement of immediately available funds to an account designated by the Holder in writing no later than five (5) Business Days prior to the Closing, equal to (x) the Aggregate Repurchase Price, minus (y) the Holder Expense Amounta bank or cashier's check; and (iiC) the Holder shall deliver (or cause to be delivered): (1) the Repurchase Shares (along with any applicable instruments of transfer, including stock powers and letters of transmittal, as applicable) in book entry form to Parent or to a custodian designated by Parent prior to the Closing; (2) a validly executed IRS Form W-9; (3) a completed certified copy of the Tax Certification Form attached hereto as Exhibit A; and (4) such documents or instruments required minutes of the meeting of the directors of the Buyer authorising the execution by the Company’s transfer agentBuyer of this Agreement. 5.4 The Buyer shall not be obliged to complete the purchase of any of the Acquired Assets unless all of the actions referred to in clause 5.2 are completed in accordance with that clause provided that the Buyer may at its discretion (band without prejudice to any claim for breach of this Agreement and without waiving any of its rights) proceed to Closing so far as practicable even though all of the requirements of this clause 5 have not been complied with. 5.5 The Closing shall be property and (subject to the conditions that, terms of this Agreement) the risk in the Acquired Assets shall pass to the Buyer on Closing or in the Closing Date: (i) all case of the conditions set forth title or beneficial interest in Article VIII any Acquired Asset capable of passing by delivery on actual delivery thereof and (save where the Buyer has before Closing notified the Seller that it requires delivery of any Acquired Assets to take place at the venue at which Closing takes place) any Acquired Assets at the Property shall be deemed to have been delivered on Closing. 5.6 The Seller shall (and shall procure that all other necessary parties shall) on and at all times after Closing execute and do all such deeds, documents, acts and things as the Buyer shall reasonably require for assuring to and vesting in the Buyer or its nominees the full legal and beneficial ownership of the Merger Agreement (including Acquired Assets and giving the condition set forth in Section 8.2(g) of Buyer or its nominees the Merger Agreement) shall have been satisfied or waived (other than those conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or waiver thereof in accordance with the terms of the Merger Agreement), the Mergers shall have been consummated and the Second Effective Time shall have occurred; (ii) Parent shall have received the PIPE Investment Amount; and (iii) (x) with respect to Parent, all representations and warranties of the Holder contained in this Agreement shall be true and correct in all material respects 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 full benefit of this Agreement which are contemplated or expressly permitted by this Agreement or the Merger Agreement), except for, in each case, inaccuracies in the representations and warranties of the Holder which would not preclude the ability of the Holder to consummate the transactions contemplated hereby, and consummation of the Closing shall constitute a reaffirmation by the Holder of each of the representations, warranties and agreements of the Holder contained in this Agreement as of the Closing Date; and (y) with respect to the Holder, all representations and warranties of Parent contained in this Agreement shall be true and correct in all material respects 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 Merger Agreement), except for, in each case, inaccuracies in the representations and warranties of Parent which would not preclude the ability of Parent to consummate Repurchase, and consummation of the Closing shall constitute a reaffirmation by Parent of each of the representations, warranties and agreements of Parent contained in this Agreement as of the Closing Date. (c) At the Closing, the parties hereto shall execute and deliver such additional documents and take such additional actions as the parties reasonably may deem to be practical and necessary in order to consummate the transactions contemplated by this Agreement, on the terms and conditions set forth herein.

Closing. (a) In accordance with the terms and subject to the conditions of this Agreement, the The closing of the transaction contemplated by Section 1 Acquisition (the “Closing”) shall take place promptly following on the Second Effective Timedate 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). At 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, Purchaser shall deliver or cause to be delivered to Seller, at or before the Closing: (i) Subject to the Aggregate Repurchase Price being greater than $0.00Upfront Consideration; (ii) a reasonably current good standing or similar certificate of each of ▇▇▇▇▇ and ▇▇▇▇▇ Therapeutics, Parent shall deliver certified by the Secretary of State of the State of Delaware; (iii) a reasonably current copy of the certificate of incorporation of each of ▇▇▇▇▇ and ▇▇▇▇▇ Therapeutics, certified by the Secretary of State of the State of Delaware; (iv) 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 cause to be deliveredthe comparable governing instruments) to of ▇▇▇▇▇ or ▇▇▇▇▇ Therapeutics (as the Holder an amount in cashcase may be); and (B) certifying and attaching all requisite resolutions or actions of the board of directors and, by wire transfer if applicable, the stockholders of immediately available funds to an account designated by ▇▇▇▇▇ or ▇▇▇▇▇ Therapeutics (as the Holder in writing no later than five case may be) approving (5) Business Days prior to the Closing, equal to (xi) the Aggregate Repurchase Price, minus execution and delivery of this Agreement and the Other Transaction Documents to which it is a party and (yii) the Holder Expense Amountconsummation of the transactions contemplated thereby; and (v) a certified copy of the articles of association of Purchaser; attaching a copy of the resolutions and minutes of the board of directors of Purchaser approving (i) the execution and delivery of this Agreement and the relevant Other Transaction Documents and (ii) the Holder shall deliver (or cause to be delivered): (1) the Repurchase Shares (along with any applicable instruments of transfer, including stock powers and letters of transmittal, as applicable) in book entry form to Parent or to a custodian designated by Parent prior to the Closing; (2) a validly executed IRS Form W-9; (3) a completed copy consummation of the Tax Certification Form attached hereto as Exhibit A; and (4) such documents or instruments required by the Company’s transfer agenttransactions contemplated thereby. (b) The Closing shall In connection with the execution and delivery of this Agreement, Seller shall, at or before the Closing, deliver or cause to be subject delivered to Purchaser or, in the conditions thatcase of the items set out in paragraph (x) below, on make available to Purchaser at the Closing DateMaltese premises of the Company or such other location as Purchaser may reasonably request: (i) all one share certificate for the Transferred Shares in the name of the conditions set forth in Article VIII of the Merger Agreement (including the condition set forth in Section 8.2(g) of the Merger Agreement) shall have been satisfied or waived (other than those conditions that Purchaser accompanied by their terms are to be satisfied at the Closing, but subject a share transfer instrument relating to the satisfaction or waiver thereof in accordance with Transferred Shares as signed by the terms of the Merger Agreement), the Mergers shall have been consummated and the Second Effective Time shall have occurredSeller; (ii) Parent shall a signed statutory Form T relating to the Transferred Shares; Portions of this Exhibit, indicated by the ▇▇▇▇ “[***],” were omitted and have received been filed separately with the PIPE Investment Amount; and (iii) (x) with respect Securities and Exchange Commission pursuant to Parent, all representations and warranties the Registrant’s application requesting confidential treatment pursuant to Rule 406 of the Holder contained in this Agreement shall be true and correct in all material respects Securities Act of 1933, 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 Merger Agreement), except for, in each case, inaccuracies in the representations and warranties of the Holder which would not preclude the ability of the Holder to consummate the transactions contemplated hereby, and consummation of the Closing shall constitute a reaffirmation by the Holder of each of the representations, warranties and agreements of the Holder contained in this Agreement as of the Closing Date; and (y) with respect to the Holder, all representations and warranties of Parent contained in this Agreement shall be true and correct in all material respects 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 Merger Agreement), except for, in each case, inaccuracies in the representations and warranties of Parent which would not preclude the ability of Parent to consummate Repurchase, and consummation of the Closing shall constitute a reaffirmation by Parent of each of the representations, warranties and agreements of Parent contained in this Agreement as of the Closing Dateamended. (c) At the Closing, the parties hereto shall execute and deliver such additional documents and take such additional actions as the parties reasonably may deem to be practical and necessary in order to consummate the transactions contemplated by this Agreement, on the terms and conditions set forth herein.

Closing. (a) In accordance with the terms The sale and subject to the conditions of this Agreement, the closing purchase of the transaction contemplated by Section 1 Purchased Interests shall take place at a closing (the “Closing”) shall take to be held at the offices of ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, Suite 2100, Dallas, Texas 75201, or at such other place promptly as the parties agree in writing, at 10:00 a.m., Dallas, Texas time on the third Business Day following the Second Effective Timesatisfaction or, to the extent permitted by applicable Law, waiver of all conditions to the obligations of the parties set forth in Article VIII (other than such conditions as may, by their terms, only be satisfied at the Closing or on the Closing Date); provided, however, that if such third Business Day does not occur on the final day of the calendar month, then, unless the parties otherwise agree in writing, the Closing Date shall instead occur on the first date following such third Business Day that is the final day of a calendar month. The day on which the Closing takes place is referred to as the “Closing Date.” (b) At the Closing: (i) Subject to the Aggregate Repurchase Price being greater than $0.00, Parent Buyer shall deliver (or cause to be delivered) delivered to the Holder Seller an amount equal to the Estimated Purchase Price; (ii) the Seller shall deliver or cause to be delivered to the Buyer an assignment evidencing the conveyance of the Purchased Interests in cashthe form attached to this Agreement as Exhibit E, duly executed by the Seller in favor of the Buyer; (iii) the Seller will provide the Buyer with a certificate certifying that the Seller (or its regarded owner for U.S. federal income tax purposes) is not a foreign person, which certificate complies with the requirements of Section 1445 of the Code and with Section 1.1445-2(b) of the Treasury Regulations promulgated under the Code; (iv) the Seller and the Buyer shall each deliver to Escrow Agent a duly executed counterpart of the Joint Instruction; (v) the Seller and the Buyer shall each deliver a duly executed counterpart of the Transition Services Agreement; (vi) the Seller shall deliver to the Buyer a copy of the Parent Guarantee in form attached to this Agreement as Exhibit F, duly executed by Blueknight Energy Partners, L.P. (the “Parent Guarantee”); and (vii) as applicable, (A) if the Seller shall have entered into a definitive agreement with respect to the sale of the crude oil pipeline business owned by the Seller (the “Pipeline Sale Agreement”) with the purchaser counterparty currently contemplated as set forth in the Storage Side Letter, then each of the Seller and the Buyer shall deliver a duly executed counterpart of the Storage Agreement attached to the Storage Side Letter as “Exhibit A”, or (B) if both (x) the Seller shall not have entered into the Pipeline Sale Agreement as of 14 days prior to the Closing and (y) the Seller and the Buyer have agreed upon a form of storage agreement, then each of the Seller and the Buyer shall deliver a duly executed counterpart of such agreed form of storage agreement (if any); provided, however, that this sub-clause (vii) shall not apply if the Storage Agreement is executed and delivered prior to Closing as contemplated on Schedule 6.1 of the Disclosure Schedules; (c) All payments hereunder shall be made by wire transfer of immediately available funds in United States dollars to an such account as may be designated to the payor by or on behalf of the Holder in writing no later than five (5) payee at least two Business Days prior to the Closing, equal to (x) the Aggregate Repurchase Price, minus (y) the Holder Expense Amount; and (ii) the Holder shall deliver (or cause to be delivered): (1) the Repurchase Shares (along with any applicable instruments of transfer, including stock powers and letters of transmittal, as applicable) in book entry form to Parent or to a custodian designated by Parent prior to the Closing; (2) a validly executed IRS Form W-9; (3) a completed copy of the Tax Certification Form attached hereto as Exhibit A; and (4) such documents or instruments required by the Company’s transfer agentpayment date. (b) The Closing shall be subject to the conditions that, on the Closing Date: (i) all of the conditions set forth in Article VIII of the Merger Agreement (including the condition set forth in Section 8.2(g) of the Merger Agreement) shall have been satisfied or waived (other than those conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or waiver thereof in accordance with the terms of the Merger Agreement), the Mergers shall have been consummated and the Second Effective Time shall have occurred; (ii) Parent shall have received the PIPE Investment Amount; and (iii) (x) with respect to Parent, all representations and warranties of the Holder contained in this Agreement shall be true and correct in all material respects 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 Merger Agreement), except for, in each case, inaccuracies in the representations and warranties of the Holder which would not preclude the ability of the Holder to consummate the transactions contemplated hereby, and consummation of the Closing shall constitute a reaffirmation by the Holder of each of the representations, warranties and agreements of the Holder contained in this Agreement as of the Closing Date; and (y) with respect to the Holder, all representations and warranties of Parent contained in this Agreement shall be true and correct in all material respects 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 Merger Agreement), except for, in each case, inaccuracies in the representations and warranties of Parent which would not preclude the ability of Parent to consummate Repurchase, and consummation of the Closing shall constitute a reaffirmation by Parent of each of the representations, warranties and agreements of Parent contained in this Agreement as of the Closing Date. (c) At the Closing, the parties hereto shall execute and deliver such additional documents and take such additional actions as the parties reasonably may deem to be practical and necessary in order to consummate the transactions contemplated by this Agreement, on the terms and conditions set forth herein.

Closing. (a) In accordance with the terms and subject to the conditions of this Agreement, the closing The consummation of the transaction contemplated by Section 1 purchase and sale of the Shares and the Interests (the “"Closing”") shall take place promptly at 10:00 a.m., local time, on the fifth (5) Business Day following the Second Effective Time. satisfaction of the conditions to the obligations of the parties set forth in Article 7 hereof (other than those conditions that by their nature are to be fulfilled at Closing), at the offices of Lath▇▇ & ▇atk▇▇▇, ▇▇5 ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ at such other time or place as Parent and Purchaser may agree in writing (the day on which the Closing takes place being referred to herein as the "Closing Date"). (b) At the Closing: (i) Subject , subject to the Aggregate Repurchase Price being greater than $0.00provisions of Section 6.6, Parent Sellers shall deliver (or cause to be delivereddelivered to Purchaser (i) one or more stock certificates evidencing the Shares, duly endorsed in blank or accompanied by a stock power duly executed in blank, (ii) documents sufficient to convey all of the Interests to Purchaser, (iii) the other documents required to be delivered by Seller pursuant to Article 7 hereof, and (iv) any other documents or instruments necessary to evidence or effect any of the transactions contemplated hereunder. (c) At the Closing, subject to the Holder an amount in cashprovisions of Section 6.6, (i) Purchaser shall pay to Parent (as agent for the Sellers) the Closing Date Purchase Price by intra-bank transfer or wire transfer of immediately available funds to an account designated by the Holder in writing no later than five (5) Business Days prior to the Closingby Parent, equal to (x) the Aggregate Repurchase Price, minus (y) the Holder Expense Amount; and (ii) the Holder Purchaser shall deliver (or cause to Parent the documents required to be delivered): delivered by Purchaser pursuant to Article 7 hereof, and (1iii) the Repurchase Shares (along with any applicable instruments of transfer, including stock powers and letters of transmittal, as applicable) in book entry form Purchaser shall deliver to Parent or to a custodian designated by Parent prior to the Closing; (2) a validly executed IRS Form W-9; (3) a completed copy of the Tax Certification Form attached hereto as Exhibit A; and (4) such any other documents or instruments required by necessary to evidence or effect any of the Company’s transfer agenttransactions contemplated hereunder. (bd) The Closing shall parties acknowledge that the Net Working Capital Adjustment Amount and the Capital Expenditure Adjustment Amount will not be subject determinable until after Closing. Accordingly, notwithstanding anything else in this Article 1 to the conditions thatcontrary, for purposes of calculating the amount of the Closing Date Purchase Price payable on the Closing Date: , the Base Price will be increased or decreased (ias applicable) all of the conditions set forth in Article VIII of the Merger Agreement (including the condition set forth in Section 8.2(g) of the Merger Agreement) shall have been satisfied or waived (other than those conditions that by their terms are to be satisfied at the Closing, but subject pursuant to the satisfaction or waiver thereof in accordance with definition of Closing Date Purchase Price by the terms of the Merger Agreement), the Mergers shall have been consummated Estimated Net Working Capital Adjustment Amount and the Second Effective Time shall have occurred; (ii) Parent shall have received the PIPE Investment Estimated Capital Expenditure Adjustment Amount; and (iii) (x) with respect to Parent, all representations and warranties of the Holder contained in this Agreement shall be true and correct in all material respects 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 Merger Agreement), except for, in each case, inaccuracies in the representations and warranties of the Holder which would not preclude the ability of the Holder to consummate the transactions contemplated hereby, and consummation of the Closing shall constitute a reaffirmation by the Holder of each of the representations, warranties and agreements of the Holder contained in this Agreement as of the Closing Date; and (y) with respect to the Holder, all representations and warranties of Parent contained in this Agreement shall be true and correct in all material respects 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 Merger Agreement), except for, in each case, inaccuracies in the representations and warranties of Parent which would not preclude the ability of Parent to consummate Repurchase, and consummation of the Closing shall constitute a reaffirmation by Parent of each of the representations, warranties and agreements of Parent contained in this Agreement as of the Closing Date. (c) At . After the Closing, the parties hereto shall execute will determine the Net Working Capital Adjustment Amount and deliver the Capital Expenditure Adjustment Amount, and make such additional documents and take such additional actions payments as the parties reasonably may deem to be practical and necessary are provided in order to consummate the transactions contemplated by this Agreement, on the terms and conditions set forth hereinSection 1.4.

Closing. (a) In accordance with the terms and subject to the conditions of this Agreement, the The closing of the transaction contemplated by Section 1 (the “Closing”) of the purchase and sale of the Shares and Purchased Assets, if any, hereunder shall take place promptly following at the Second Effective Time. At offices of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, or remotely by the Closing: (i) Subject to the Aggregate Repurchase Price being greater than $0.00, Parent shall deliver exchange of documents and signatures (or cause to be delivered) to the Holder an amount their electronic counterparts), as promptly as practicable, but in cash, by wire transfer of immediately available funds to an account designated by the Holder in writing no event later than five (5) Business Days prior Days, after satisfaction or, to the Closingextent permissible, equal to (x) waiver by the Aggregate Repurchase Price, minus (y) the Holder Expense Amount; and (ii) the Holder shall deliver (party or cause to be delivered): (1) the Repurchase Shares (along with any applicable instruments of transfer, including stock powers and letters of transmittal, as applicable) in book entry form to Parent or to a custodian designated by Parent prior parties entitled to the Closing; (2) a validly executed IRS Form W-9; (3) a completed copy of the Tax Certification Form attached hereto as Exhibit A; and (4) such documents or instruments required by the Company’s transfer agent. (b) The Closing shall be subject to the conditions that, on the Closing Date: (i) all benefit of the conditions set forth in Article VIII of the Merger Agreement (including the condition set forth in Section 8.2(g) of the Merger Agreement) shall have been satisfied or waived 10 (other than those conditions that by their terms nature are to be satisfied at the Closing, but subject to the satisfaction or or, to the extent permissible, waiver thereof in accordance with of those conditions at the terms of the Merger AgreementClosing), or at such other time or place as Buyer and Seller may agree. In any event, the Mergers Closing shall have been consummated and coincide with month end. At the Second Effective Time Closing: (a) Buyer shall have occurreddeliver to Seller: (i) an amount equal to the Estimated Purchase Price in immediately available funds by wire transfer to an account or accounts designated by Seller, by written notice to Buyer; (ii) Parent shall have received the PIPE Investment Amounta duly executed counterpart to each Transaction Document not previously executed and delivered to which Buyer or any Affiliate thereof is a party; and (iii) (x) with respect to Parentsuch other quit claim deeds, all representations bills of sale, endorsements, consents, assignments, novations and warranties other good and sufficient instruments of conveyance and assignment as the parties hereto and their respective counsel shall deem reasonably necessary for the assumption by Buyer of the Holder contained Assumed Liabilities or to vest in this Agreement Seller all right, title and interest in, to and under the Excluded Assets. (b) Seller shall deliver or cause the following to be true delivered to Buyer: (i) a duly executed counterpart to each Transaction Document not previously executed and correct delivered to which Seller or any Affiliate thereof is a party; and (ii) certificates for the Shares duly endorsed or accompanied by stock powers duly endorsed in blank; (iii) such other deeds (in customary form for conveyance of similar property in commercial transactions where the real property is located), bills of sale, endorsements, consents, assignments, novations and other good and sufficient instruments of conveyance and assignment as the parties hereto and their respective counsel shall deem reasonably necessary for the assumption by Seller of the Excluded Liabilities or to vest in Buyer all material respects right, title and interest in, to and under the Shares and Purchased Assets; and (iv) written resignations or other evidence of removal (effective as of the Closing Date Closing) of (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 Merger Agreement), except for, in each case, inaccuracies in the representations and warranties of the Holder which would not preclude the ability of the Holder to consummate the transactions contemplated hereby, and consummation of the Closing shall constitute a reaffirmation by the Holder of A) each of the representations, warranties and agreements directors of the Holder contained Purchased Companies in this Agreement their capacities as such directors whose resignations are specified by Buyer, by written notice to Seller at least five Business Days prior to Closing, and (B) those officers of the Closing Date; and Purchased Companies that are not Business Employees in their capacities as officers of such Purchased Companies; (yv) with respect to all stock or other certificates evidencing securities of any Purchased Company that are not located on the Holder, all representations and warranties of Parent contained in this Agreement shall be true and correct in all material respects as properties 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 Company or expressly permitted by this Agreement or the Merger Agreement), except for, in each case, inaccuracies in the representations and warranties of Parent which would not preclude the ability of Parent to consummate Repurchase, and consummation of the Closing shall constitute a reaffirmation by Parent of each of the representations, warranties and agreements of Parent contained in this Agreement as of the Closing Date.its Subsidiaries; and (cvi) At the Closing, the parties hereto shall execute and deliver such additional documents and take such additional actions as the parties reasonably may deem to be practical and necessary in order to consummate the transactions contemplated by this Agreement, on the terms and conditions set forth hereina properly completed IRS Form W-9.

Closing. The closing (athe "Closing") In accordance with the terms and subject to the conditions of this Agreement, the closing of the transaction contemplated by Section 1 (the “Closing”) Transactions shall take place promptly following at the Second Effective Time. At the Closing: (i) Subject to the Aggregate Repurchase Price being greater than $0.00offices of Wachtell, Parent shall deliver (or cause to be delivered) to the Holder an amount Lipton, ▇▇▇▇▇ & ▇▇▇▇, ▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, as soon as reasonably practicable, but in cash, by wire transfer of immediately available funds to an account designated by the Holder in writing no event later than five (5) Business Days prior to the Closingthree business days, equal to (x) the Aggregate Repurchase Price, minus (y) the Holder Expense Amount; and (ii) the Holder shall deliver (after satisfaction or cause to be delivered): (1) the Repurchase Shares (along with any applicable instruments of transfer, including stock powers and letters of transmittal, as applicable) in book entry form to Parent or to a custodian designated by Parent prior to the Closing; (2) a validly executed IRS Form W-9; (3) a completed copy of the Tax Certification Form attached hereto as Exhibit A; and (4) such documents or instruments required by the Company’s transfer agent. (b) The Closing shall be subject to the conditions that, on the Closing Date: (i) all waiver of the conditions set forth in Article VIII of the Merger Agreement (including the condition set forth in Section 8.2(g) of the Merger Agreement) shall have been satisfied or waived 10 (other than those conditions that by their terms nature are to be satisfied at the Closing, but subject to the satisfaction fulfillment or waiver thereof in accordance with the terms of the Merger Agreementthose conditions), or at such other time or place as Cayman Purchaser, the Mergers Trusts and Wind River may mutually agree. At the Closing: (a) Parent shall have been consummated issue to Cayman Purchaser 9,850,000 Parent Class B Common Shares and the Second Effective Time shall have occurred14,000,000 Parent Preferred Shares in uncertificated book entry form; (iib) Cayman Purchaser shall deliver to Parent $239,850,000 in immediately available funds by wire transfer to such account designated by Parent by notice given to Cayman Purchaser not later than two business days prior to the Closing Date, and Parent shall cause U.S. Purchaser to be capitalized with at least $197,500,000 of such consideration, such capitalization to be effected in such manner as Parent shall determine; (c) each Trust shall deliver to the Company certificates for that number of shares of Wind River Common Stock set forth opposite the name of such Trust on Schedule A (or 42.946470 shares of Wind River Common Stock in the aggregate), duly endorsed or accompanied by stock powers duly endorsed in blank for transfer, with any required transfer stamps affixed thereto; (d) each Trust shall deliver to Parent certificates for that number of shares of Wind River Common Stock set forth opposite the name of such Trust on Schedule A (or 25.767883 shares of Wind River Common Stock in the aggregate), duly endorsed or accompanied by stock powers duly endorsed in blank for transfer, with any required transfer stamps affixed thereto, and Parent shall, and shall cause its direct and indirect subsidiaries to deliver such certificates and any accompanying stock powers duly endorsed in blank for transfer, with any required transfer stamps affixed thereto to the Company; (e) the Company shall issue to each Trust that number of shares of Company Common Stock set forth opposite the name of such Trust on Schedule A (or 200,000 shares of Company Common Stock in the aggregate) in uncertificated book entry form; (f) Parent shall have received issue each Trust that number of Parent Class A Common Shares and Parent Preferred Shares set forth opposite the PIPE Investment Amountname of such Trust on Schedule A (or 2,500,000 Parent Class A Common Shares and 3,500,000 Parent Preferred Shares in the aggregate) in uncertificated book entry form; (g) U.S. Purchaser shall deliver to the Company $97,499,500 in immediately available funds by wire transfer to such account designated by the Company by notice given to U.S. Purchaser not later than two business days prior to the Closing Date; (h) the Company shall issue to U.S. Purchaser 194,999 shares of Company Common Stock in uncertificated book entry form; (i) U.S. Purchaser shall deliver to each Trust cash in an amount equal to that set forth opposite the name of such Trust on Schedule A (or an aggregate of $100,000,000) in immediately available funds by wire transfer to such account of such Trust designated by such Trust by notice given to U.S. Purchaser not later than two business days prior to the Closing Date; (j) each Trust shall transfer to U.S. Purchaser that number of shares of Company Common Stock set forth opposite the name of such Trust on Schedule A (or 200,000 shares of Company Common Stock in the aggregate); (k) each Trust shall deliver to Wind River certificates for that number of shares of Wind River Common Stock set forth opposite the name of such Trust on Schedule A (or 31.285647 shares of Wind River Common Stock in the aggregate), duly endorsed or accompanied by stock powers duly endorsed in blank for transfer, with any required transfer stamps affixed thereto; (l) Wind River shall deliver to each Trust a Senior Note having a principal amount equal to that amount set forth opposite the name of such Trust on Schedule A, duly executed on behalf of Wind River; (m) Parent shall deliver to the Trusts the Deed of Guaranty, duly executed on behalf of Parent; (n) Cayman Purchaser, Parent and the Trusts shall deliver to each of the others the Shareholders Agreement, duly executed on behalf of such party; (o) Parent shall deliver to Fox ▇▇▇▇▇ and AMC Group the Management Agreement, duly executed on behalf of Parent; and (iiip) In order to effect the foregoing issuances and transfers of shares, (xi) with respect Cayman Purchaser and the Trusts shall take all necessary steps to ensure that Parent, all representations and warranties 's Board of Directors updates Parent's Register of Members to reflect the issuance of the Holder contained in this Agreement shall be true and correct in all material respects 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 Merger Agreement), except for, in each case, inaccuracies Parent Shares in the representations and warranties of the Holder which would not preclude the ability of the Holder to consummate the transactions contemplated herebyTransactions, and consummation (ii) the Company shall take all necessary steps to update the Company's stock ledger to reflect the issuances and transfers of the Closing shall constitute a reaffirmation by the Holder shares of each of the representations, warranties and agreements of the Holder contained in this Agreement as of the Closing Date; and (y) with respect to the Holder, all representations and warranties of Parent contained in this Agreement shall be true and correct in all material respects 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 Merger Agreement), except for, in each case, inaccuracies Company Common Stock in the representations and warranties of Parent which would not preclude the ability of Parent to consummate Repurchase, and consummation of the Closing shall constitute a reaffirmation by Parent of each of the representations, warranties and agreements of Parent contained in this Agreement as of the Closing DateTransactions. (c) At the Closing, the parties hereto shall execute and deliver such additional documents and take such additional actions as the parties reasonably may deem to be practical and necessary in order to consummate the transactions contemplated by this Agreement, on the terms and conditions set forth herein.

Closing. (a) In accordance with the terms and subject to the conditions of this Agreement, the The closing of the transaction transactions contemplated by Section 1 this Agreement (the “Closing”) shall take place promptly following at 10:00 A.M., local time, on the Second Effective Timedate hereof (the “Closing Date”), at the offices of ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇. The Closing shall be deemed effective at the end of business on the Closing Date. At the Closing, the following deliveries shall be made by and to the applicable parties: (a) a ▇▇▇▇ of sale and assignment of contracts for the Purchased Assets in the form of Exhibit 1.7(a) hereto (the “▇▇▇▇ of Sale and Assignment of Contracts”), executed by SAS in favor of Purchaser; (b) an assignment and assumption of the Assumed Liabilities in the form of Exhibit 1.7(b) hereto (the “Assignment and Assumption Agreement”), executed by Purchaser and SAS; (c) an assignment of copyrights in the form of Exhibit 1.7(c) hereto (“Assignment of Copyrights”), executed by Purchaser and SAS; (d) an assignment of service marks and trademarks in the form of Exhibit 1.7(d) hereto (“Assignment of Service Marks and Trademarks”), executed by Purchaser and SAS; (e) an assignment of patents in the form of Exhibit 1.7(e) hereto (“Assignment of Patents”), executed by Purchaser and SAS; (f) a list, certified as true, correct and complete by an officer of SAS of all of the holders of equity interests in SAS (the “SAS Interests”) as of the Closing Date and the number and class of securities owned by each such holder on the Closing Date; (g) a list, certified as true, correct and complete by an officer of Purchaser of all of the stockholders of Purchaser as of the Closing Date and the number and class of securities owned by each such stockholder on the Closing Date; (h) a certificate of the secretary of SAS, certifying (i) Subject that the resolutions attached to such certificate authorizing and approving the execution and delivery of this Agreement and the Transaction Documents to which SAS is a party and the consummation of the transactions contemplated hereby and thereby were duly adopted by SAS, (ii) that such resolutions have not been amended and remain in full force and effect, (iii) as to the Aggregate Repurchase Price being greater than $0.00incumbency of each signatory to this Agreement and each Transaction Document to which SAS is a party, Parent shall deliver and (or cause to be deliverediv) to the Holder an amount in cashattaching certificates, by wire transfer of immediately available funds to an account designated by the Holder in writing no later dated not more than five (5) Business Days days prior to the ClosingClosing Date, equal of the relevant Governmental Authority or other appropriate official in each state in which SAS is organized as to SAS’ legal existence and good standing in such state; (xi) a certificate of the Aggregate Repurchase Pricesecretary of Purchaser, minus certifying (yi) that the Holder Expense Amountresolutions attached to such certificate authorizing and approving the execution and delivery of this Agreement and the Transaction Documents to which Purchaser is a party and the consummation of the transactions contemplated hereby and thereby were duly adopted by Purchaser, (ii) that such resolutions have not been amended and remain in full force and effect, (iii) as to the incumbency of each signatory to this Agreement and each Transaction Document to which Purchaser is a party and (iv) attaching certificates, dated not more than five (5) days prior to the Closing Date, of the relevant Governmental Authority or other appropriate official in each state in which Purchaser is organized as to Purchaser’s legal existence and good standing in such state; (j) certificates representing the shares of ▇▇▇▇▇▇▇ Stock to be issued to SAS and ▇▇▇▇▇▇▇, respectively; (k) a Transition Services Agreement between Purchaser, SAI and SAS (the “SAI Transition Agreement”) in the form attached hereto as Exhibit 1.7(k); (l) an opinion of counsel to SAS and ▇▇▇▇▇▇▇ in the form attached hereto as Exhibit 1.7(l); (m) an opinion of counsel to Purchaser and Alarm Funding in the form attached hereto as Exhibit 1.7(m); (n) a mutual release of claims (the “Mutual Release”) in the form attached hereto as Exhibit 1.7(n), executed by the parties thereto; (o) a voluntary dismissal of the Litigation with prejudice in the form attached hereto as Exhibit 1.7(o) hereto (“Voluntary Dismissal”); (p) a stockholders agreement in the form attached as Exhibit 1.7 (p) hereto (“Stockholders Agreement”), executed by Purchaser, Alarm Funding and ▇▇▇▇▇▇▇ relating to the governance and management of Purchaser and the ownership and transfer of Purchaser Common Stock; (q) a three year servicing agreement in the form attached hereto as Exhibit 1.7(q) hereto (“New Servicing Agreement”), executed by Alarm Funding and Purchaser relating to the Alarm Contracts; (r) a consent and release in the form attached hereto as Exhibit 1.7(r) hereto (“Consent and Release”), executed by ▇▇▇▇▇▇▇ relating to the release of the ▇▇▇▇▇▇▇ Liens on the Purchased Assets; (s) UCC termination statements satisfactory to Purchaser relating to the release of the ▇▇▇▇▇▇▇ Liens and any other Liens of other Persons on the Purchase Assets; and (iit) Nonsolicitation and Confidentiality Agreements for the Holder shall deliver (or cause to be delivered): (1) SAI Executives in the Repurchase Shares (along with any applicable instruments of transfer, including stock powers and letters of transmittal, as applicable) in book entry form to Parent or to a custodian designated by Parent prior to the Closing; (2) a validly executed IRS Form W-9; (3) a completed copy of the Tax Certification Form attached hereto as Exhibit A; and (4) such documents or instruments required by the Company’s transfer agent1.7(t). (b) The Closing shall be subject to the conditions that, on the Closing Date: (i) all of the conditions set forth in Article VIII of the Merger Agreement (including the condition set forth in Section 8.2(g) of the Merger Agreement) shall have been satisfied or waived (other than those conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or waiver thereof in accordance with the terms of the Merger Agreement), the Mergers shall have been consummated and the Second Effective Time shall have occurred; (ii) Parent shall have received the PIPE Investment Amount; and (iii) (x) with respect to Parent, all representations and warranties of the Holder contained in this Agreement shall be true and correct in all material respects 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 Merger Agreement), except for, in each case, inaccuracies in the representations and warranties of the Holder which would not preclude the ability of the Holder to consummate the transactions contemplated hereby, and consummation of the Closing shall constitute a reaffirmation by the Holder of each of the representations, warranties and agreements of the Holder contained in this Agreement as of the Closing Date; and (y) with respect to the Holder, all representations and warranties of Parent contained in this Agreement shall be true and correct in all material respects 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 Merger Agreement), except for, in each case, inaccuracies in the representations and warranties of Parent which would not preclude the ability of Parent to consummate Repurchase, and consummation of the Closing shall constitute a reaffirmation by Parent of each of the representations, warranties and agreements of Parent contained in this Agreement as of the Closing Date. (c) At the Closing, the parties hereto shall execute and deliver such additional documents and take such additional actions as the parties reasonably may deem to be practical and necessary in order to consummate the transactions contemplated by this Agreement, on the terms and conditions set forth herein.

Closing. 4.1 Closing ------- The sale and purchase of the Shares shall be completed at the Time of Closing at the offices of Vendors' Counsel, ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, Dallas, Texas. 4.2 Deliveries by the Vendors to the Purchaser ------------------------------------------ (a) In accordance with Before the terms and subject to the conditions of this AgreementClosing, the closing of the transaction contemplated by Section 1 (the “Closing”) shall take place promptly following the Second Effective Time. At the Closing: (i) Subject to the Aggregate Repurchase Price being greater than $0.00, Parent Vendors shall deliver (or cause to be delivered) delivered to the Holder an amount Purchaser a direction of the Vendors in cashthe form of Schedule 4.2(a) stating the cash value of the discharge of the Selling Expenses and that cash paid or LML Shares be issued, by wire transfer of immediately available funds to an account designated by as the Holder in writing no later than five (5) Business Days prior case may be, to the Closing, equal persons to (x) whom the Aggregate Repurchase Price, minus (y) Selling Expenses are owed in part payment for the Holder Expense Amount; and (ii) the Holder shall deliver (or cause to be delivered): (1) the Repurchase Shares (along with any applicable instruments of transfer, including stock powers and letters of transmittal, as applicable) in book entry form to Parent or to a custodian designated by Parent prior to the ClosingShares; (2) a validly executed IRS Form W-9; (3) a completed copy of the Tax Certification Form attached hereto as Exhibit A; and (4) such documents or instruments required by the Company’s transfer agent. (b) The Closing shall be subject to the conditions that, on the Closing Date: (i) all of the conditions set forth in Article VIII of the Merger Agreement (including the condition set forth in Section 8.2(g) of the Merger Agreement) shall have been satisfied or waived (other than those conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or waiver thereof in accordance with the terms of the Merger Agreement), the Mergers shall have been consummated and the Second Effective Time shall have occurred; (ii) Parent shall have received the PIPE Investment Amount; and (iii) (x) with respect to Parent, all representations and warranties of the Holder contained in this Agreement shall be true and correct in all material respects 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 Merger Agreement), except for, in each case, inaccuracies in the representations and warranties of the Holder which would not preclude the ability of the Holder to consummate the transactions contemplated hereby, and consummation of the Closing shall constitute a reaffirmation by the Holder of each of the representations, warranties and agreements of the Holder contained in this Agreement as of the Closing Date; and (y) with respect to the Holder, all representations and warranties of Parent contained in this Agreement shall be true and correct in all material respects 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 Merger Agreement), except for, in each case, inaccuracies in the representations and warranties of Parent which would not preclude the ability of Parent to consummate Repurchase, and consummation of the Closing shall constitute a reaffirmation by Parent of each of the representations, warranties and agreements of Parent contained in this Agreement as of the Closing Date. (c) At the Closing, the parties Vendors shall deliver or cause to be delivered to the Purchaser the following: (i) an agreement executed by Mr. Runner, Cumberland Capital Corporation, the Purchaser, the Corporation and the Subsidiary substantially in the form attached hereto shall execute as Schedule 4.2(b)(i); (ii) a non-competition agreement executed by ▇▇. ▇▇▇▇▇▇ and deliver such additional documents the Purchaser, the Corporation and take such additional actions the Subsidiary in the form attached hereto as Schedule 4.2(b)(ii) (the "Non-Competition Agreement"); (iii) the resignations of Mr. Runner as the parties reasonably may deem President and a director of the Corporation and the Subsidiary; (iv) the Warrant Releases executed by Finova and ▇▇▇▇ in the form of Schedules 1.1(ppp)1 and 2, respectively, together with the cancelled warrants relating thereto; (v) the Finova Discharges executed by Finova; (vi) the Debt Releases executed by the Bank and Finova; (vii) the Vendors' Certificates; (viii) the certificates evidencing the Shares being purchased by the Purchaser, which shall be delivered free and clear of all liens, registered in the name of the Purchaser; (ix) certificates of each of the Vendors as to be practical the accuracy of their respective representations and necessary in order warranties hereunder at Closing; (x) certificate of the secretary of the Corporation certifying a copy of the resolution of the directors of the Corporation authorizing transfer of the Shares to consummate LML and issuance of a share certificate to LML; (xi) the transactions contemplated by this Agreement, on certificate of status of the terms and conditions set forth herein.Corporation;

Closing. (a) In accordance with the terms and subject to the conditions of this Agreement, the The closing of the transaction contemplated by Section 1 (the “Closing”) of the purchase and sale of the Seller Sale Company Securities and the consummation of any 368 Reorganization hereunder shall take place promptly following simultaneously at the Second Effective Timeoffices of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, as soon as possible, but in no event later than five Business Days, after satisfaction of the conditions set forth in Article 8 (other than conditions that by their nature are to be satisfied and are in fact satisfied at the Closing), or at such other time or place as Purchaser and Seller Parties may agree. At the Closing: (i) Subject to The portions of the Aggregate Repurchase Non-Reorganization Purchase Price being greater than $0.00, Parent shall deliver (or cause to be delivered) to the Holder an amount paid in cash, Purchaser Qualifying Securities and/or Purchaser Notes will be delivered by Purchaser to Seller as follows: (A) any Cash Consideration to be paid in respect of Seller Sale Company Securities will be paid in immediately available funds by wire transfer of immediately available funds to an account of Seller with a bank in New York City designated by the Holder in writing no Seller, by notice to Purchaser, which notice shall be delivered not later than five (5) two Business Days prior to the ClosingClosing Date (or if not so designated, equal then by certified or official bank check payable in immediately available funds to the order of Seller in such amount); (xB) one or more certificates representing any portion of the Aggregate Repurchase PriceNon-Reorganization Purchase Price to be paid in Purchaser Qualifying Securities, minus (y) registered in the Holder Expense Amountname of Seller or Seller's permitted assignee; and (C) a Purchaser Note representing any portion of the Non-Reorganization Purchase Price, registered in the name of Seller or Seller's permitted assignee. (ii) the Holder Seller Parties shall deliver (to Purchaser certificates for any Seller Sale Company Securities duly endorsed or cause to be delivered): (1) the Repurchase Shares (along accompanied by stock powers duly endorsed in blank, with any applicable instruments of transfer, including stock powers and letters of transmittal, as applicable) in book entry form to Parent or to a custodian designated by Parent prior to the Closing; (2) a validly executed IRS Form W-9; (3) a completed copy of the Tax Certification Form attached hereto as Exhibit A; and (4) such documents or instruments required by the Company’s transfer agentstamps affixed thereto. (b) The Subject to the provisions of Section 7.05(c), at the request of Seller Parties, Seller Parties and Purchaser agree to use their respective reasonable best efforts to cause those Seller Subsidiaries holding Seller Company Securities immediately prior to the Closing to be acquired by Purchaser or Purchaser Subsidiary, pursuant to one or more transactions qualifying as a reorganization within the meaning of Section 368 of the Code (each a “368 Reorganization”). Each such 368 Reorganization shall be effected at the Closing utilizing a combination of one or more of the following as requested by Seller Parties (subject to the conditions that, on the Closing Date: Section 7.05): (i) all of the conditions set forth in Article VIII of the Merger Agreement (including the condition set forth in Section 8.2(g) of the Merger Agreement) shall have been satisfied or waived (other than those conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or waiver thereof in accordance with the terms of the Merger Agreement), the Mergers shall have been consummated and the Second Effective Time shall have occurred; Purchaser Qualifying Securities; (ii) Parent shall have received the PIPE Investment Amountcash; and and (iii) Purchaser Notes. Each 368 Reorganization will be accomplished pursuant to an agreement and plan of merger substantially in the form of Exhibit D hereto (x) with respect each, a “Subsidiary Merger Agreement”). Each Seller Subsidiary that will be acquired by Purchaser or Purchaser Subsidiary pursuant to Parent, all representations and warranties of the Holder contained in this Agreement shall be true and correct in all material respects as of a 368 Reorganization will immediately prior to the Closing Date (except enter into a separate Subsidiary Merger Agreement with respect to such representations Purchaser or Purchaser Subsidiary, 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 the closing of such date, except for changes after the date of this Agreement which are contemplated or expressly permitted by this Agreement or the Merger Agreement), except for, in each case, inaccuracies in the representations and warranties of the Holder which would not preclude the ability of the Holder to consummate the transactions contemplated hereby, and consummation of by each such Subsidiary Merger Agreement will be consummated simultaneously with the Closing shall constitute a reaffirmation by hereunder. The Merger Consideration will be delivered at the Holder Closing to the stockholders of each of the representations, warranties and agreements of the Holder contained Seller Subsidiary being acquired in this Agreement as of the Closing Date; and (y) with respect to the Holder, all representations and warranties of Parent contained in this Agreement shall be true and correct in all material respects 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 Merger Agreement), except for, in each case, inaccuracies in the representations and warranties of Parent which would not preclude the ability of Parent to consummate Repurchase, and consummation of the Closing shall constitute a reaffirmation by Parent of each of the representations, warranties and agreements of Parent contained in this Agreement as of the Closing Date368 Reorganization. (c) At If Seller Parties elect to utilize one or more 368 Reorganizations, Seller Parties will provide a notice (containing the Closinginformation specified in Section 7.05(d)) to Purchaser within five Business Days after the Purchaser Notice Date, unless Purchaser has not delivered a Purchaser Notice, in which case within fifteen Business Days after the parties hereto shall execute and deliver such additional documents and Consideration Notice Date (the “Seller Structure Notice Date”). Seller Parties will take such additional actions as are necessary prior to the parties reasonably may deem Closing Date to cause the Seller Subsidiaries to own at the Closing the number of Seller Merger Company Securities as are specified in such notice. The allocation between Seller Company Securities to be practical acquired by Purchaser or Purchaser Subsidiary in the purchase and necessary sale transaction and Seller Company Securities to be acquired by Purchaser or Purchaser Subsidiary in order to consummate the transactions contemplated any 368 Reorganizations, will be made by this Agreement, on the terms and conditions set forth hereinSeller Parties in accordance with Section 7.05.

Closing. (a) In accordance with the terms and subject to the conditions of this Agreement, the The closing of the transaction sale of the securities contemplated by Section 1 hereby (the “"Closing”") shall take place promptly following at the Second Effective Timeoffices of Proskauer Rose LLP ("Purchaser Counsel"), ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, on April 5, 2002 or on such other date or at such other location as the parties shall otherwise agree. The date of the Closing is hereinafter referred to as the "Closing Date." At the Closing: (i) Subject to the Aggregate Repurchase Price being greater than $0.00, Parent shall deliver (or cause to be delivered) to the Holder an amount in cash, by wire transfer of immediately available funds to an account designated by the Holder in writing no later than five (5) Business Days prior to the Closing, equal to : (x) the Aggregate Repurchase PriceCompany shall issue and deliver to each Purchaser (i) a stock certificate, minus registered in the name of such Purchaser and free of all restrictive legends, representing the number of shares of Common Stock (ythe shares of Common Stock issued and sold to the Purchasers hereunder are collectively, the "Shares") equal to the quotient obtained by dividing (a) the Holder Expense Amount; and purchase price set forth below such Purchaser's signature to this Agreement by (b) $1.15, or, for Purchasers who provide the necessary account information to the Company, the Company shall issue and deliver such Shares in a balance account with The Depository Trust Company through its Deposit Withdrawal Agent Commission System, (ii) a warrant in the Holder form of Exhibit A hereto, registered in the name of such Purchaser, pursuant to which such Purchaser shall deliver (or cause have the right to be delivered): (1) acquire the Repurchase Shares (along with any applicable instruments number of transfer, including stock powers and letters shares of transmittal, as applicable) in book entry form to Parent or to a custodian designated by Parent prior to the Closing; (2) a validly executed IRS Form W-9; (3) a completed copy of the Tax Certification Form attached hereto as Exhibit A; and (4) Common Stock indicated below such documents or instruments required by the Company’s transfer agent. (b) The Closing shall be subject to the conditions that, Purchaser's name on the Closing Date: (i) all signature page of the conditions set forth in Article VIII of the Merger Agreement (including the condition set forth in Section 8.2(g) of the Merger Agreement) shall have been satisfied or waived (other than those conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or waiver thereof in accordance with the terms of the Merger Agreement), the Mergers shall have been consummated and the Second Effective Time shall have occurred; (ii) Parent shall have received the PIPE Investment Amount; and (iii) (x) with respect to Parent, all representations and warranties of the Holder contained in this Agreement shall be true and correct in all material respects 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 Merger Agreement), except for, in each case, inaccuracies in the representations and warranties of the Holder which would not preclude the ability of the Holder to consummate the transactions contemplated hereby, and consummation of the Closing shall constitute a reaffirmation by the Holder of each of the representations, warranties and agreements of the Holder contained in this Agreement as of the Closing Date; and (y) with respect to the Holder, all representations and warranties of Parent contained in this Agreement shall be true and correct in all material respects 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 Merger Agreement), except for, in each case, inaccuracies in the representations and warranties of Parent which would not preclude the ability of Parent to consummate Repurchase, and consummation of the Closing shall constitute a reaffirmation by Parent of each of the representations, warranties and agreements of Parent contained in this Agreement as of the Closing Date. (c) At the Closing, the parties hereto shall execute and deliver such additional documents and take such additional actions as the parties reasonably may deem to be practical and necessary in order to consummate the transactions contemplated by this Agreement, on the terms and conditions set forth hereinin Section 1(b) herein (the warrants issued and sold to the Purchasers hereunder are collectively, the "Warrants"), (iii) a prospectus supplement with respect to the Registration Statement (as defined in Section 2(e)) reflecting the sale of the Securities (the "Supplement"), and (iv) the legal opinion of the Company's outside counsel in the form of Exhibit B; and (y) each Purchaser shall deliver to the Company the purchase price set forth below such Purchaser's signature to this Agreement, in immediately available funds by wire transfer to an account designated in writing by the Company for such purpose. (b) For the purposes of this Agreement, the following definitions shall apply:

Closing. The consummation of the transactions contemplated hereby ("Closing") shall unless otherwise agreed to in writing by Buyer and Seller, take place at the offices of Devon located at 20 N. Broadway, Oklahoma City, Oklahoma, at 10:00 a.m., local t▇▇▇, ▇▇ ▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇ ("▇▇▇▇▇▇ ▇▇▇sing Date"), or if all conditions in Sections 17 and 18 to be satisfied prior to Closing have not yet been satisfied or waived, as soon thereafter as such conditions have been satisfied or waived, subject to the provisions of Section 16. The date on which the Closing occurs is referred to herein as the "Closing Date". At Closing the following shall occur: (a) In accordance with Seller and Buyer shall execute, acknowledge and deliver counterparts of a Deed, Assignment and Bill of Sale substantially in the terms form and subject to the conditions substance of this AgreementExhibit C ▇▇▇▇ched hereto, the closing covering all of the transaction contemplated by Section 1 (the “Closing”) shall take place promptly following the Second Effective Time. At the Closing:Properties to be sold pursuant hereto; (ib) Subject to the Aggregate Repurchase Price being greater than $0.00, Parent Buyer shall deliver (or cause to be delivered) to the Holder an amount in cash, Seller by wire transfer of immediately available funds the total Sale Price as adjusted hereunder, subject to an account designated further adjustment after Closing as provided for herein; (c) In compliance with Section 1445 of the Code, Seller shall execute and deliver to Buyer a Non-Foreign Affidavit in the form of Exhibit D attached hereto; (d) Seller and Buyer shall execute and deliver assignments, if any, prepared by Buyer in form required by federal, state or tribal agencies for the assignment of Net Profits Royalties burdening any federal, state or tribal lands burdened by the Holder Subject Assets, duly executed by Seller, in writing no later than five sufficient duplicate originals to allow recording in all appropriate offices; (5e) Business Days prior Seller and Buyer shall execute and deliver letters-in-lieu of transfer orders, if any, with respect to the Properties, as applicable; (f) Buyer shall deliver to Seller a certificate duly executed by the secretary or any assistant secretary of Buyer, dated as of the Closing, equal to (xi) attaching and certifying on behalf of Buyer complete and correct copies of (A) the Aggregate Repurchase Pricecertificate of incorporation and the bylaws of Buyer, minus each as in effect as of the Closing, (yB) resolutions of the Holder Expense Amount; and Board of Directors of Buyer authorizing the execution, delivery, and performance by Buyer of this Agreement and the transactions contemplated hereby or an opinion of counsel to Buyer addressed to Seller to the effect that board approval is not required (such opinion to be in form and substance reasonably satisfactory to Seller and from counsel reasonably satisfactory to Seller), and (C) any required approval by the stockholders of Buyer of this Agreement and the transactions contemplated hereby and (ii) certifying on behalf of Buyer the Holder shall deliver (incumbency of each officer of Buyer executing this Agreement or cause to be delivered): (1) the Repurchase Shares (along any document delivered in connection with any applicable instruments of transfer, including stock powers and letters of transmittal, as applicable) in book entry form to Parent or to a custodian designated by Parent prior to the Closing; (2g) Buyer shall deliver to Seller a validly certificate duly executed IRS Form W-9; (3) a completed copy by an authorized corporate officer of the Tax Certification Form attached hereto Buyer, dated as Exhibit A; and (4) such documents or instruments required by the Company’s transfer agent. (b) The Closing shall be subject to the conditions that, on of the Closing Date: (i) all , certifying on behalf of Buyer that the conditions set forth in Article VIII Section 18(a) have been have been fulfilled; (h) Seller shall be entitled to retain the Deposit for its own account and the amount of the Merger Agreement (including Deposit shall be applied to the condition set forth in Section 8.2(g) payment of the Merger Agreement) shall have been satisfied or waived (other than those conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or waiver thereof Sale Price in accordance with the terms of the Merger AgreementSection 15(k), the Mergers shall have been consummated and the Second Effective Time shall have occurred; (ii) Parent shall have received the PIPE Investment Amount; and (iiii) (x) with respect Seller shall deliver to ParentBuyer a certificate duly executed by an authorized corporate officer of Seller, all representations and warranties of the Holder contained in this Agreement shall be true and correct in all material respects 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 Merger Agreement), except for, in each case, inaccuracies in the representations and warranties of the Holder which would not preclude the ability of the Holder to consummate the transactions contemplated hereby, and consummation of the Closing shall constitute a reaffirmation by the Holder of each of the representations, warranties and agreements of the Holder contained in this Agreement dated as of the Closing Date; and (y) with respect to , certifying on behalf of Seller that the Holder, all representations and warranties of Parent contained in this Agreement shall be true and correct in all material respects 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 Merger Agreement), except for, in each case, inaccuracies in the representations and warranties of Parent which would not preclude the ability of Parent to consummate Repurchase, and consummation of the Closing shall constitute a reaffirmation by Parent of each of the representations, warranties and agreements of Parent contained in this Agreement as of the Closing Date. (c) At the Closing, the parties hereto shall execute and deliver such additional documents and take such additional actions as the parties reasonably may deem to be practical and necessary in order to consummate the transactions contemplated by this Agreement, on the terms and conditions set forth hereinin Section 17(a) have been have been fulfilled.

Closing. (a) In accordance with Subject to the terms and subject to the conditions of this Agreement, the closing consummation of the transaction transactions contemplated by Section 1 this Agreement shall take place at a closing (the “Closing”) shall take place promptly to be held at the offices of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ on the second (2nd) Business Day following the Second Effective Time. At the Closing: (i) Subject to the Aggregate Repurchase Price being greater than $0.00, Parent shall deliver (satisfaction or cause to be delivered) to the Holder an amount in cash, by wire transfer of immediately available funds to an account designated by the Holder in writing no later than five (5) Business Days prior to the Closing, equal to (x) the Aggregate Repurchase Price, minus (y) the Holder Expense Amount; and (ii) the Holder shall deliver (or cause to be delivered): (1) the Repurchase Shares (along with any applicable instruments of transfer, including stock powers and letters of transmittal, as applicable) in book entry form to Parent or to a custodian designated by Parent prior to the Closing; (2) a validly executed IRS Form W-9; (3) a completed copy of the Tax Certification Form attached hereto as Exhibit A; and (4) such documents or instruments required by the Company’s transfer agent. (b) The Closing shall be subject to the conditions that, on the Closing Date: (i) all waiver of the conditions set forth in Article VIII to the obligations of the Merger Agreement (including the condition parties hereto set forth in Section 8.2(g) of the Merger Agreement) shall have been satisfied or waived 7.01 and Section 7.02 (other than those conditions that the conditions, which by their terms nature are to be satisfied at the Closing) (the “Closing Date”), but subject or at such other place (including electronically) or at such other time or on such other date as Seller and Buyer may mutually agree upon in writing (including a virtual electronic closing). Notwithstanding anything contained herein, in no event shall the Closing occur before August 13, 2020 without the prior consent of Buyer. (b) Prior to the satisfaction or waiver thereof in accordance with the terms registration of the Merger Agreement)transfer of the Noden DAC Shares, Seller shall (i) use commercially reasonable efforts to co-operate in any manner reasonably requested by Buyer for the Mergers shall have been consummated convening and the Second Effective Time shall have occurred; conduct of general meetings of shareholders of Noden DAC, (ii) Parent shall have received the PIPE Investment Amount; and execute on a timely basis all shareholder resolutions, proxy forms, appointment of representatives, documents of consent to short notice and such other documents that Buyer may reasonably request, and (iii) (x) with generally act in all respects as the nominees and at the reasonable direction of Buyer in respect to Parent, all representations and warranties of the Holder contained in this Agreement shall be true Noden DAC Shares and correct in all material respects as of the Closing Date (except with respect to such representations rights 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 Merger Agreement), except for, in each case, inaccuracies in the representations and warranties of the Holder which would not preclude the ability of the Holder to consummate the transactions contemplated hereby, and consummation of the Closing shall constitute a reaffirmation by the Holder of each of the representations, warranties and agreements of the Holder contained in this Agreement as of the Closing Date; and (y) with respect to the Holder, all representations and warranties of Parent contained in this Agreement shall be true and correct in all material respects 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 Merger Agreement), except for, in each case, inaccuracies in the representations and warranties of Parent which would not preclude the ability of Parent to consummate Repurchase, and consummation of the Closing shall constitute a reaffirmation by Parent of each of the representations, warranties and agreements of Parent contained in this Agreement as of the Closing Dateinterests attached thereto. (c) At the Closing, Seller shall procure that a meeting of the parties hereto shall execute Board of Directors of Noden DAC is held in compliance with its Organizational Documents (including with respect to the provisions relating to the quorum requirements) at which: (i) the transfers of the Noden DAC Shares to the Buyer are approved (subject only to stamping), (ii) such Persons as Buyer may nominate are appointed as directors and deliver such additional documents auditors of the Acquired Companies with immediate effect, and take such additional actions as (iii) the parties reasonably may deem resignations referred to be practical and necessary in order to consummate the transactions contemplated by this Agreement, on the terms and conditions set forth hereinSection 2.04(c) are accepted.

Closing. (a) In accordance with the terms The sale and subject to the conditions of this Agreement, the closing purchase of the transaction contemplated by Section 1 Aggregate Units shall take place at a closing (the “Closing”) shall take place promptly to be held at the offices of ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇, at 10:00 a.m., Eastern Time on the third Business Day following the Second Effective Timesatisfaction 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, but subject to the satisfaction or waiver of those conditions), or at such other place or at such other time or on such other date as the Designated Representative 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: (i) Subject to the Aggregate Repurchase Price being greater than $0.00, Parent Buyer shall deliver (deposit or cause to be delivered) deposited the Indemnity 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 Holder terms of the Escrow Agreement; (ii) the Buyer shall deliver or cause to be delivered to HoldCo an amount in cashcash equal to (A) the Closing Payment minus (B) the Aggregate Closing Transaction Expenses; (iii) the Buyer shall deliver or cause to be delivered on behalf of the Company the amount payable to each counterparty or holder of Indebtedness identified on Schedule 2.2(b)(iii) (the “Payoff Indebtedness”) in order to fully discharge such Payoff Indebtedness and terminate all applicable obligations and liabilities of the Company and any of its Affiliates related thereto, as specified in the Debt Payoff Letters and in accordance with this Agreement; (iv) HoldCo shall deliver or cause to be delivered to the Buyer an executed amendment to the LLC Agreement evidencing the transfer of the Aggregate Units to the Buyer (or its designated assignee) and the accession of the Buyer (or its designated assignee) as the sole member of the Company, effective as of the Closing, together with such other documents as the Buyer may reasonably deem appropriate to evidence the transfer of ownership of the Aggregate Units from HoldCo to the Buyer (or its designated assignee); and (v) the Buyer shall pay, or cause the payment of, the Due-At-Closing Transaction Expenses. (c) All payments hereunder shall be made by wire transfer of immediately available funds in United States dollars to an such account as may be designated to the payor by the Holder in writing no later than five (5) payee at least two Business Days prior to the Closing, equal to (x) the Aggregate Repurchase Price, minus (y) the Holder Expense Amount; and (ii) the Holder shall deliver (or cause to be delivered): (1) the Repurchase Shares (along with any applicable instruments of transfer, including stock powers and letters of transmittal, as applicable) in book entry form to Parent or to a custodian designated by Parent prior to the Closing; (2) a validly executed IRS Form W-9; (3) a completed copy of the Tax Certification Form attached hereto as Exhibit A; and (4) such documents or instruments required by the Company’s transfer agentpayment date. (b) The Closing shall be subject to the conditions that, on the Closing Date: (i) all of the conditions set forth in Article VIII of the Merger Agreement (including the condition set forth in Section 8.2(g) of the Merger Agreement) shall have been satisfied or waived (other than those conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or waiver thereof in accordance with the terms of the Merger Agreement), the Mergers shall have been consummated and the Second Effective Time shall have occurred; (ii) Parent shall have received the PIPE Investment Amount; and (iii) (x) with respect to Parent, all representations and warranties of the Holder contained in this Agreement shall be true and correct in all material respects 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 Merger Agreement), except for, in each case, inaccuracies in the representations and warranties of the Holder which would not preclude the ability of the Holder to consummate the transactions contemplated hereby, and consummation of the Closing shall constitute a reaffirmation by the Holder of each of the representations, warranties and agreements of the Holder contained in this Agreement as of the Closing Date; and (y) with respect to the Holder, all representations and warranties of Parent contained in this Agreement shall be true and correct in all material respects 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 Merger Agreement), except for, in each case, inaccuracies in the representations and warranties of Parent which would not preclude the ability of Parent to consummate Repurchase, and consummation of the Closing shall constitute a reaffirmation by Parent of each of the representations, warranties and agreements of Parent contained in this Agreement as of the Closing Date. (c) At the Closing, the parties hereto shall execute and deliver such additional documents and take such additional actions as the parties reasonably may deem to be practical and necessary in order to consummate the transactions contemplated by this Agreement, on the terms and conditions set forth herein.

Closing. The closing under the Former Bank Credit Agreement occurred on March 17, 2004 when all the following conditions had been satisfied: (a) In accordance with The Borrower shall have paid all accrued fees of the terms Agent, the Collateral Agent, the Arranger Parties and subject the Banks and all accrued expenses of the Agent and the Collateral Agent (including, without limitation, all fees and expenses of counsel to the conditions of this Agreement, the closing of the transaction contemplated by Agent payable pursuant to Section 1 (the “Closing”) shall take place promptly following the Second Effective Time. At the Closing: (i) Subject to the Aggregate Repurchase Price being greater than $0.00, Parent shall deliver (or cause to be delivered) to the Holder an amount in cash, by wire transfer of immediately available funds to an account designated by the Holder in writing no later than five (5) Business Days prior to the Closing, equal to (x) the Aggregate Repurchase Price, minus (y) the Holder Expense Amount; and (ii) the Holder shall deliver (or cause to be delivered): (1) the Repurchase Shares (along with any applicable instruments of transfer, including stock powers and letters of transmittal, as applicable) in book entry form to Parent or to a custodian designated by Parent prior to the Closing10.03); (2) a validly executed IRS Form W-9; (3) a completed copy of the Tax Certification Form attached hereto as Exhibit A; and (4) such documents or instruments required by the Company’s transfer agent. (b) The Closing Agent shall be subject to have received, if requested, duly executed Notes of the conditions thatBorrower for the account of each Bank that has so requested, dated on or before the Closing Date:Date complying with the provisions of Section 2.04; (c) The Agent shall have received (i) all an opinion of the conditions set forth in Article VIII Assistant General Counsel of the Merger Agreement (including Borrower, substantially in the condition set forth in Section 8.2(g) form of the Merger Agreement) shall have been satisfied or waived (other than those conditions that by their terms are to be satisfied at the ClosingExhibit B-1 hereto, but subject to the satisfaction or waiver thereof in accordance with the terms of the Merger Agreement), the Mergers shall have been consummated and the Second Effective Time shall have occurred; (ii) Parent shall have received an opinion of D▇▇▇▇ ▇▇▇▇ & W▇▇▇▇▇▇▇, special counsel for the PIPE Investment Amount; and Borrower, substantially in the form of Exhibit B-2 hereto, (iii) (x) with respect to Parent, all representations and warranties opinions of special counsel for certain Subsidiaries of the Holder contained Borrower in this Agreement shall be true each of the jurisdictions in which the Required Banks may reasonably request, substantially in the form of Exhibit B-3 hereto, (iv) an opinion of Morris, Nichols, Arsht & T▇▇▇▇▇▇, Delaware counsel for the Borrower, substantially in the form of Exhibit B-4 hereto, (v) an opinion of M▇▇▇▇▇ and correct C▇▇▇▇▇, Cayman Islands counsel for the Borrower, substantially in all material respects as the form of Exhibit B-5 hereto, and (vi) an opinion of C▇▇▇▇▇▇ D▇▇▇ & P▇▇▇▇▇▇, British Virgin Islands counsel for the Borrower, substantially in the form of Exhibit B-6 hereto, each dated the Closing Date (except with respect for the opinions to such representations and warranties be delivered pursuant to clause (iii) above which speak as to an earlier date, which representations and warranties shall be true dated on or about the Closing Date) and correct in all material respects at and as of covering such date, except for changes after the date of this Agreement which are contemplated or expressly permitted by this Agreement or the Merger Agreement), except for, in each case, inaccuracies in the representations and warranties of the Holder which would not preclude the ability of the Holder additional matters relating to consummate the transactions contemplated herebyhereby as the Required Banks may reasonably request; (d) The Agent shall have received an opinion of Shearman & Sterling, and consummation special counsel for the Agent, substantially in the form of the Closing shall constitute a reaffirmation by the Holder of each of the representationsExhibit B-7 hereto, warranties and agreements of the Holder contained in this Agreement as of the Closing Date; and (y) with respect to the Holder, all representations and warranties of Parent contained in this Agreement shall be true and correct in all material respects as of dated 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 Merger Agreement), except for, in each case, inaccuracies in the representations and warranties of Parent which would not preclude the ability of Parent to consummate Repurchase, and consummation of the Closing shall constitute a reaffirmation by Parent of each of the representations, warranties and agreements of Parent contained in this Agreement as of the Closing Date. (c) At the Closing, the parties hereto shall execute and deliver covering such additional documents and take such additional actions as the parties reasonably may deem matters relating to be practical and necessary in order to consummate the transactions contemplated by this Agreement, on hereby as the terms and conditions set forth herein.Required Banks may reasonably request;

Closing. (a) In accordance with the terms The sale and subject to the conditions of this Agreement, the closing purchase of the transaction Purchased Assets and the consummation of the other transactions contemplated by Section 1 (the “Closing”) this Agreement shall take place promptly (the "Closing") at the offices of Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ (Illinois) at 10:00 A.M. Chicago time on the day this Agreement is signed or at such other place and time as (a) Seller and Purchaser may mutually agree upon in writing (the day on which the Closing takes place being the "Closing Date"). (b) At the Closing (or where indicated, following the Second Effective Time. At the Closing), Seller shall: (i) Subject to the Aggregate Repurchase Price being greater than $0.00, Parent shall deliver (or cause to be delivered) delivered to Purchaser or its designee a duly executed assignment and ▇▇▇▇ of sale, substantially in the Holder an amount in cashform of Exhibit A attached hereto, by wire transfer of immediately available funds transferring the Purchased Assets to an account designated by the Holder in writing no later than five (5) Business Days prior to the Closing, equal to (x) the Aggregate Repurchase Price, minus (y) the Holder Expense Amount; and (ii) the Holder shall deliver (or cause to be delivered): (1) the Repurchase Shares (along with any applicable instruments of transfer, including stock powers and letters of transmittal, as applicable) in book entry form to Parent or to a custodian designated by Parent prior to the Closing; (2) a validly executed IRS Form W-9; (3) a completed copy of the Tax Certification Form attached hereto as Exhibit A; and (4) such documents or instruments required by the Company’s transfer agent. (b) The Closing shall be subject to the conditions that, on the Closing Date: (i) all of the conditions set forth in Article VIII of the Merger Agreement (including the condition set forth in Section 8.2(g) of the Merger Agreement) shall have been satisfied or waived (other than those conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or waiver thereof in accordance with the terms of the Merger Agreement), the Mergers shall have been consummated and the Second Effective Time shall have occurredPurchaser; (ii) cause the originals of each of the lease schedules included in the Purchased Assets to be segregated and delivered to Purchaser at a mutually agreed specified location; (iii) cause copies of each master lease included in the Purchased Assets, certified by Seller to be true, complete and correct, to be delivered to Purchaser within seven (7) business days after the Closing Date; (iv) cause copies of each (i) letter of credit, or (ii) Guaranty, to the extent, but only to the extent, relating to any Lease in the Purchased Assets (collectively, "Credit Enhancements"), certified by Seller to be true, complete and correct, to be delivered to Purchaser within seven (7) business days after the Closing Date; (v) deliver or cause to be delivered to Purchaser or its designee the guaranty to be entered into between Parent shall have received and Purchaser, substantially in the PIPE Investment Amountform of Exhibit B attached hereto, duly executed by Parent and Purchaser (the "Parent Guaranty"); (vi) deliver or cause to be delivered to Purchaser or its designee a UCC-1 Financing Statement to be filed in the office of the Secretary of State of the State of Michigan, in a form sufficient to perfect the security interest, naming Seller as debtor and Purchaser as secured party and describing the Leases as collateral; (vii) deliver or cause to be delivered to Purchaser or its designee acknowledgement copies of UCC-1 Financing Statements previously filed for each lease schedule; and (iiiviii) deliver or cause to be delivered to Purchaser or its designee evidence of the release from any Lien incurred on the Purchased Assets in favor of Citicorp North America, Inc. for the benefit of the Transferees (as defined herein) pursuant to the Lease Receivables Transfer Agreement among Seller, Corporate Asset Funding Company, Inc., Citicorp North America, Inc. and other parties thereto, dated as of October 20, 1999 (as amended) (x) with respect to Parent, all representations and warranties of the Holder contained in this Agreement shall be true and correct in all material respects 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 Merger "Lease Receivables Transfer Agreement"), except for, in each case, inaccuracies in the representations and warranties of the Holder which would not preclude the ability of the Holder to consummate the transactions contemplated hereby, and consummation of the Closing shall constitute a reaffirmation by the Holder of each of the representations, warranties and agreements of the Holder contained in this Agreement as of the Closing Date; and (y) with respect to the Holder, all representations and warranties of Parent contained in this Agreement shall be true and correct in all material respects 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 Merger Agreement), except for, in each case, inaccuracies in the representations and warranties of Parent which would not preclude the ability of Parent to consummate Repurchase, and consummation of the Closing shall constitute a reaffirmation by Parent of each of the representations, warranties and agreements of Parent contained in this Agreement as of the Closing Date. (c) At the Closing, the parties hereto Purchaser shall execute and deliver such additional documents and take such additional actions as the parties reasonably may deem or cause to be practical delivered to Seller: (i) the Purchase Price by wire transfer in immediately available funds to an account or accounts designated by Seller; (ii) a duly executed assumption agreement, substantially in the form of Exhibit C, evidencing the assumption by Purchaser of the Assumed Liabilities; (iii) a duly acknowledged Parent Guaranty; and (iv) a completed and necessary executed certificate in order a form substantially similar to consummate Schedule 1.8(c)(iv) (or otherwise as appropriate for the transactions contemplated by this Agreement, on the terms and conditions set forth hereinapplicable taxing jurisdiction) for all states other than Maine.

Closing. (a) In accordance with The consummation of the terms and subject Cayman Securities Subscription pursuant to the conditions of this AgreementSection 1.(a), the closing of Cayman Option Subscription pursuant to Section 1.(b), the transaction contemplated by HK Contribution pursuant to Section 1 1.(c), the Tasgen Transfer pursuant to Section 1.(d) and the Tasgen Capital Increase pursuant to Section 1.(e) shall take place (the “Closing”) shall take place promptly following the Second Effective Time. At the Closingin below sequence: (a) On the third (3rd) business day after all closing conditions specified in Section 3 hereof and specified in the Transaction Agreements have been waived or satisfied, (i) Subject each of CBC and Genexine or its relevant designee(s) shall transfer its respective Subscription Consideration to I-Mab Cayman; (ii) each of IBC Investment Seven Limited and I-Mab Cayman shall execute and deliver to each other the Aggregate Repurchase Price being greater than $0.00Termination Agreement in the form of Exhibit F attached hereto to terminate the Warrant to Purchase Series A-3 Preferred Shares of I-Mab issued by I-Mab Cayman to IBC Investment Seven Limited dated October 18th, Parent 2016; and (iii) I-Mab Cayman shall deliver (or cause to be delivered) to the Holder an amount in cash, by wire transfer of immediately available funds to an account designated by the Holder in writing no later than five (5) Business Days prior to the Closing, equal to (x) deliver the Aggregate Repurchase Price, minus share certificate representing 8,361,823 Series A-3 Preferred Shares to each of CBC and Genexine or its relevant designee(s) on the same day; (y) deliver the Holder Expense Amountupdated register of members of I-Mab Cayman, certified by the registered office of I-Mab Cayman, setting out each of CBC and Genexine or its relevant designee(s) holding 8,361,823 Series A-3 Preferred Shares; and and (iiz) deliver the Holder shall deliver (or cause to be delivered): (1) updated register of directors of I-Mab Cayman, certified by the Repurchase Shares (along with any applicable instruments registered office of transferI-Mab Cayman, including stock powers and letters of transmittal, as applicable) in book entry form to Parent or to reflecting a custodian director designated by Parent prior to the Closing; (2) Genexine as a validly executed IRS Form W-9; (3) a completed copy director of the Tax Certification Form attached hereto as Exhibit A; and (4) such documents or instruments required by the Company’s transfer agentI-Mab Cayman. (b) The Closing shall be subject to Simultaneous with the conditions thatconsumption of Cayman Securities Subscription, on the Closing Date: (i) all of I-Mab Cayman and Tasly shall execute and deliver to each other the conditions set forth in Article VIII of the Merger Agreement (including the condition set forth in Section 8.2(g) of the Merger Option Agreement) shall have been satisfied or waived (other than those conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or waiver thereof in accordance with the terms of the Merger Agreement), the Mergers shall have been consummated ; and the Second Effective Time shall have occurred; (ii) Parent I-Mab Cayman shall have received deliver the PIPE Investment Amount; and (iii) (x) with respect to Parentupdated register of directors of I-Mab Cayman, all representations and warranties of the Holder contained in this Agreement shall be true and correct in all material respects 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 Merger Agreement), except for, in each case, inaccuracies in the representations and warranties of the Holder which would not preclude the ability of the Holder to consummate the transactions contemplated hereby, and consummation of the Closing shall constitute a reaffirmation certified by the Holder registered office of each I-Mab Cayman, reflecting the appointment of the representations, warranties and agreements Mr. Kaijing Yan as director of the Holder contained in this Agreement as of the Closing Date; and (y) with respect to the Holder, all representations and warranties of Parent contained in this Agreement shall be true and correct in all material respects 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 Merger Agreement), except for, in each case, inaccuracies in the representations and warranties of Parent which would not preclude the ability of Parent to consummate Repurchase, and consummation of the Closing shall constitute a reaffirmation by Parent of each of the representations, warranties and agreements of Parent contained in this Agreement as of the Closing DateI-Mab Cayman. (c) At As soon as practical but in no event later than one (1) business day after I-Mab Cayman’s receipt of the ClosingSubscription Considerations from the Tasgen Shareholders in accordance with Section 2(a), I-Mab Cayman shall contribute all Subscription Considerations to I-Mab HK. (d) As soon as practical but in no event later than one (1) business day after I-Mab HK’s receipt of the parties hereto Subscription Considerations from I-Mab in accordance with Section 2(c), I-Mab HK shall execute (i) cancel the principals and deliver such additional documents interests (if any) under the CBC Note, and take such additional actions as (ii) cancel the parties reasonably may deem to principals and interests (if any) under the Genexine Note. (e) Simultaneous with the consumption of Cayman Securities Subscription, Tasgen shall increase US$28,109,733 in its registered capital, of which, US$6,000,000 shall be practical paid by way of transfer of 100% equity interest in I-Mab WFOE held by I-Mab HK and necessary the remaining US$22,109,733 shall be paid in order to consummate cash with the transactions contemplated by this Agreement, on the terms and conditions set forth hereinproceeds generated from I-Mab Cayman’s next round financing.

Closing. (a) In accordance with the terms and subject to the conditions of this Agreement, the The closing of the transaction contemplated by Section 1 sale of the Specified Assets and the other Transactions to be consummated contemporaneously therewith to the Purchaser (the “"Closing”") shall take place promptly following at the Second Effective Time. offices of ▇▇▇▇▇▇ Godward llp in Palo Alto, California, at 10:00 a.m. on such date (after the expiration of the applicable waiting period under the HSR Act and the satisfaction or waiver of the other conditions to the Closing set forth herein) as the Purchaser may designate in a written notice delivered to the Seller; provided, however, that if any condition set forth in Section 6 has not been satisfied as of the date designated by the Purchaser, then the Purchaser may, at its election, unilaterally postpone the Closing to such other date prior to the Termination Date as it reasonably deems appropriate. (b) At the Closing, without limiting any of the conditions to the Closing set forth in Section 6 or Section 7: (i) Subject to the Aggregate Repurchase Price being greater than $0.00Seller shall execute and deliver, Parent or shall deliver (or cause to be executed and delivered) , to the Holder an amount Purchaser such bills of sale, endorsements, assignments (including patent assignments) and other documents as may (in cashthe reasonable judgment of the Purchaser or its counsel) be necessary or appropriate to assign, by wire convey, transfer of immediately available funds to an account designated by the Holder in writing no later than five (5) Business Days prior and deliver to the Closing, equal Purchaser good and valid title to (x) the Aggregate Repurchase Price, minus (y) the Holder Expense Amount; andSpecified Assets free of any Encumbrances; (ii) the Holder Purchaser shall deliver (or cause pay to the Seller the Cash Consideration, subject to Section 4.8, and provided that the Purchaser will be delivered): (1) entitled to set off, subject to the Repurchase Shares (along with terms of the Credit Agreement, against the Cash Consideration any applicable instruments of transfer, including stock powers and letters of transmittal, as applicable) in book entry form to Parent or to a custodian designated by Parent prior to amount outstanding under the Credit Facility at the Closing; (2iii) a validly executed IRS Form W-9the parties hereto shall execute and deliver the Assignment and Assumption Agreement; (3iv) the Seller shall execute and deliver to Parent and the Purchaser a completed copy certificate (the "Seller Closing Certificate"), executed by the Chief Executive Officer or the Chief Financial Officer of the Tax Certification Form attached hereto as Exhibit Seller, certifying that (A; and (4) such documents or instruments required each of the representations and warranties made by the Company’s transfer agent. (b) The Closing shall be subject to the conditions that, on the Closing Date: (i) Seller in this Agreement was accurate in all material respects as of the conditions date of this Agreement, (B) except as expressly set forth in Article VIII the Seller Closing Certificate, each of the Merger Agreement (including the condition set forth in Section 8.2(g) of the Merger Agreement) shall have been satisfied or waived (other than those conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or waiver thereof in accordance with the terms of the Merger Agreement), the Mergers shall have been consummated and the Second Effective Time shall have occurred; (ii) Parent shall have received the PIPE Investment Amount; and (iii) (x) with respect to Parent, all representations and warranties of made by the Holder contained Seller in this Agreement shall be true and correct is accurate in all material respects as of the Closing Date as if made on the Closing Date, (C) each of the covenants and obligations that the Seller is required to have complied with or performed pursuant to this Agreement at or prior to the Closing has been duly complied with and performed in all material respects, and (D) except with respect as expressly set forth in the Seller Closing Certificate, each of the conditions set forth in Sections 6.3 and 6.4 has been satisfied in all material respects; (v) the Purchaser and Parent shall execute and deliver to such the Seller a certificate (the "Purchaser Closing Certificate"), executed by the Chief Executive Officer or the Chief Financial Officer of the Purchaser and Parent, certifying that (A) each of the representations and warranties which speak as to an earlier date, which representations made by the Purchaser and warranties shall be true and correct Parent in this Agreement was accurate in all material respects at and as of such date, except for changes after the date of this Agreement which are contemplated or Agreement, (B) except as expressly permitted by this Agreement or set forth in the Merger Agreement)Purchaser Closing Certificate, except for, in each case, inaccuracies in of the representations and warranties of the Holder which would not preclude the ability of the Holder to consummate the transactions contemplated hereby, and consummation of the Closing shall constitute a reaffirmation made by the Holder of each of the representations, warranties Purchaser and agreements of the Holder contained Parent in this Agreement as of the Closing Date; and (y) with respect to the Holder, all representations and warranties of Parent contained in this Agreement shall be true and correct is accurate in all material respects as of the Closing Date as if made on the Closing Date, and (except C) each of the covenants and obligations that the Purchaser and Parent are required to have complied with respect or performed pursuant to such representations this Agreement at or prior to the Closing has been duly complied with and warranties which speak as to an earlier date, which representations and warranties shall be true and correct performed 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 Merger Agreement), except for, in each case, inaccuracies in the representations and warranties of Parent which would not preclude the ability of Parent to consummate Repurchase, and consummation of the Closing shall constitute a reaffirmation by Parent of each of the representations, warranties and agreements of Parent contained in this Agreement as of the Closing Date.respects; and (cvi) At Parent shall dismiss with prejudice the ClosingParent Pending Litigation and the Seller shall dismiss with prejudice the Seller Pending Litigation, each by executing and filing with the parties hereto shall execute court the Stipulation and deliver such additional documents and take such additional actions as Proposed Order to Dismiss with Prejudice in substantially the parties reasonably may deem to be practical and necessary in order to consummate the transactions contemplated by this Agreement, on the terms and conditions set forth herein.form of Exhibit F.

Closing. (a) In accordance with the terms and subject to the conditions of this Agreement, the The closing of the transaction contemplated by Section 1 Share Exchange (the “Closing”, and the date on which the Closing occurs, the “Closing Date”) shall take place promptly following via the Second Effective Time. At the Closing: (i) Subject to the Aggregate Repurchase Price being greater than $0.00, Parent shall deliver (or cause to be delivered) to the Holder an amount remote exchange of documents and signatures on a date as soon as possible but in cash, by wire transfer of immediately available funds to an account designated by the Holder in writing any event no later than five the fifth (55th) Business Days prior to Day after the Closing, equal to (x) the Aggregate Repurchase Price, minus (y) the Holder Expense Amount; and (ii) the Holder shall deliver (satisfaction or cause to be delivered): (1) the Repurchase Shares (along with any applicable instruments of transfer, including stock powers and letters of transmittal, as applicable) in book entry form to Parent or to a custodian designated by Parent prior to the Closing; (2) a validly executed IRS Form W-9; (3) a completed copy of the Tax Certification Form attached hereto as Exhibit A; and (4) such documents or instruments required valid waiver by the Company’s transfer agent. (b) The Closing shall be subject to the conditions that, on the Closing Date: (i) all relevant Party of each of the conditions set forth in Article VIII of Section 5.1, Section 5.2 and Section 5.3 (except for the Merger Agreement (including the condition set forth in Section 8.2(g) of the Merger Agreement) shall have been satisfied or waived (other than those conditions that by their terms nature are to be satisfied at the Closing, but subject to the satisfaction or waiver thereof in accordance with of those conditions at the terms Closing), or at such other time and place as collectively agreed by the Buyer and the Sellers. (b) Notwithstanding the foregoing, the Closing of the Merger Agreement), the Mergers shall have been consummated Share Exchange and the Second Effective Time shall have occurred; (ii) Parent shall have received the PIPE Investment Amount; and (iii) (x) with respect to Parent, all representations and warranties closing of the Holder contained in this Agreement Share Transfer shall be true and correct in all material respects 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 Merger Agreement), except for, in each case, inaccuracies in the representations and warranties of the Holder which would not preclude the ability of the Holder to consummate the transactions contemplated hereby, and consummation of the Closing shall constitute a reaffirmation by the Holder of each of the representations, warranties and agreements of the Holder contained in this Agreement as of the Closing Date; and (y) with respect to the Holder, all representations and warranties of Parent contained in this Agreement shall be true and correct in all material respects 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 Merger Agreement), except for, in each case, inaccuracies in the representations and warranties of Parent which would not preclude the ability of Parent to consummate Repurchase, and consummation of the Closing shall constitute a reaffirmation by Parent of each of the representations, warranties and agreements of Parent contained in this Agreement as of the Closing Dateoccur concurrently. (c) At the Closing, the parties hereto Buyer shall execute and deliver such additional documents and take such additional actions as the parties reasonably may deem or cause to be practical delivered to the Sellers: (i) all of the Consideration Shares and necessary the scanned copy of share certificate(s) representing the Consideration Shares, duly executed on behalf of the Buyer and registered in order the name of the Sellers, the original copy of which shall be delivered to consummate the Sellers within five (5) Business Days following the Closing Date; (ii) a certified true copy of an excerpt of the register of members of the Buyer, reflecting the Sellers’s ownership of the Consideration Shares; (iii) a scanned copy of the board of directors’ resolutions of the Buyer, approving and consenting to, 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 hereby and thereby; (iv) a receipt issued by this Agreementthe CSRC or other proof reasonably satisfactory to the Sellers, which shall evidence that, the CSRC Filling have been duly submitted by the Buyer and accepted by the CSRC on the terms Closing Date; and (v) a certificate executed by a duly authorized officer of the Buyer, certifying to the fulfillment of the conditions specified in Section 5.1 and Section 5.2; (vi) to the extent not previously delivered, such documents, instruments and items required to be delivered in connection with the fulfillment of the conditions set forth hereinspecified in Section 5.1 and Section 5.2. (d) At the Closing, the Sellers shall deliver or cause to be delivered to the Buyer: (i) 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 the Buyer within five (5) Business Days following the Closing Date; (ii) a certified true copy of the register of members of Target Co., reflecting the Buyer’s ownership of the Sale Shares; (iii) a scanned copy of the resignation letters duly executed by such director(s) of Target Co. nominated by the Sellers, the original copy of which shall be delivered to Target Co.’s registered agent within five (5) Business Days following the Closing Date; (iv) a scanned copy of the instrument of transfer evidencing the transfer of the Sale Shares to the Buyer, substantially in the form of Exhibit A, duly executed by the Sellers, 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 scanned copy of the directors’ resolutions of the Sellers, approving and consenting to, among other things, the execution, delivery and performance of this Agreement and any other Transaction Document to which the Sellers is a party, and the transactions contemplated hereby and thereby; (vi) a certificate executed by a duly authorized officer of the Sellers, 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. (e) At the Closing, the Sellers 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 (iv) all licenses, Permits, physical assets and contracts of the Target Co. Group Companies.

Closing. (a) In accordance with the terms and subject to the conditions of this Agreement, the closing of the transaction contemplated by Section 1 (the “Closing”) shall The Closing will take place promptly following at the Second Effective Timeoffices of International Rectifier Corporation, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ or at such other place as Purchaser and Seller mutually agree, at 10:00 A.M. local time, on the Closing Date. At the Closing: (i) Subject to , Purchaser will pay the Aggregate Repurchase Purchase Price being greater than $0.00, Parent shall deliver (or cause to be delivered) to the Holder an amount in cash, by wire transfer of immediately available funds to an such account designated as Seller may reasonably direct by the Holder in writing no later than five (5) Business Days written notice delivered to Purchaser by Seller prior to the Closing Date. Simultaneously, Seller will assign and transfer to Purchaser all of Seller’s right, title and interest in and to the Shares. To effectuate the foregoing transfer, at the Closing, equal (i) Seller shall, and shall cause its Nominees to, execute and deliver to Purchaser and its nominees (x) in the Aggregate Repurchase Pricecase of Nominee Shares), minus (y) the Holder Expense Amount; and (ii) original certificate or certificates representing the Holder shall deliver (or cause to be delivered): (1) Shares, together with the Repurchase Shares (along with any applicable instruments of transfer, including stock powers duly executed and letters of transmittalstamped Forms 7B, as applicable) required under applicable Law and substantially in book entry the form to Parent or to a custodian designated by Parent prior to the Closing; (2) a validly executed IRS Form W-9; (3) a completed copy of the Tax Certification Form attached hereto as Exhibit E; (ii) Seller and Purchaser shall deliver the certificates and other documents and instruments to be delivered under Articles VI and VII hereof; (iii) the board of directors of the Company shall adopt resolutions authorizing (A; and (4) such documents or instruments required by the Company’s register of the transfer agent. (b) The Closing shall be subject of the Shares to Purchaser and the Nominee Shares to the conditions thatnominees of Purchaser, on and (B) the Closing Date: (i) all appointment of such person or persons as members of the conditions set forth in Article VIII board of directors of the Merger Agreement Company as Purchaser shall specify in writing; and (including iv) the condition set forth in Section 8.2(g) board of directors of the Merger Agreement) shall have been satisfied or waived Company (other than those conditions that by their terms are to be satisfied at the Closing, but subject directors appointed pursuant to the satisfaction or waiver thereof in accordance with the terms of the Merger Agreementforegoing clause (iii)(B), the Mergers ) shall have been consummated and the Second Effective Time shall have occurred; (ii) Parent shall have received the PIPE Investment Amount; and (iii) (x) with respect to Parent, all representations and warranties of the Holder contained in this Agreement shall be true and correct in all material respects resign effective 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 Merger Agreement), except for, in each case, inaccuracies in the representations and warranties of the Holder which would not preclude the ability of the Holder to consummate the transactions contemplated hereby, and consummation of the Closing shall constitute a reaffirmation by the Holder of each of the representations, warranties and agreements of the Holder contained in this Agreement as of the Closing Date; and (y) with respect to the Holder, all representations and warranties of Parent contained in this Agreement shall be true and correct in all material respects 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 Merger Agreement), except for, in each case, inaccuracies in the representations and warranties of Parent which would not preclude the ability of Parent to consummate Repurchase, and consummation of the Closing shall constitute a reaffirmation by Parent of each of the representations, warranties and agreements of Parent contained in this Agreement as of the Closing DateClosing. (c) At the Closing, the parties hereto shall execute and deliver such additional documents and take such additional actions as the parties reasonably may deem to be practical and necessary in order to consummate the transactions contemplated by this Agreement, on the terms and conditions set forth herein.ARTICLE II

Closing. (a) In accordance with the terms and subject to the conditions of this Agreement, the The closing of the transaction contemplated by Section 1 (the “Closing”) of the transactions contemplated by this Agreement shall take place promptly following at the Second Effective Time. offices of Hand Baldachin & ▇▇▇▇▇▇▇▇, LLP, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ as soon as possible, but in no event later than three (3) Business Days after satisfaction of the conditions set forth in Article VIII (the “Closing Date”), or at such other time or place as Buyer, Baywood and Skae may agree. (b) At the Closing: (i) Subject Baywood and Buyer shall execute and deliver the Promissory Notes (Skae Creditor) to the Aggregate Repurchase Price being greater than $0.00Persons listed on Exhibit 2.5(a), Parent as set forth in Section 2.5(a)(i); (ii) Buyer shall deliver (deliver, or cause to be delivered) , to Company the Holder an amount in cash, by wire transfer cash portion of immediately available funds to an account designated by the Holder in writing no later than five (5) Business Days prior to the Closing, equal to (x) the Aggregate Repurchase Purchase Price, minus (y) the Holder Expense Amount; andas set forth in Section 2.5(b)(i); (iiiii) Buyer shall wire the Holder Middlebury Termination Payoff Amount to Middlebury in connection with the execution and delivery by Middlebury of the Middlebury Termination to Company; (iv) Buyer shall execute and deliver to Company or its assignee the Convertible Promissory Notes, as set forth in Section 2.5(b)(ii); (v) Buyer shall execute and deliver to Company or its assignee the Convertible Promissory Note ($100,000), as set forth in Section 2.5(b)(iii); (vi) Baywood shall, on the Closing Date or within ten (10) days thereof, issue the Shares to Skae as set forth in Section 2.5(a)(v), and deliver to Skae a stock certificate representing the Consideration Shares; (vii) Intentionally deleted; (viii) Company shall deliver, or cause to be delivered):, to Buyer and Baywood the Creditor Cancellation and Release Acknowledgements; (1ix) to the Repurchase Shares (along with extent not previously executed and/or delivered, Company and Skae shall execute and/or deliver, or cause to be executed and/or delivered, to Buyer and Baywood each Transaction Document and any applicable instruments of transferother document, including stock powers certificate or other instrument required to be executed and/or delivered by Company and letters of transmittal, as applicable) in book entry form to Parent Skae under this Agreement at or to a custodian designated by Parent prior to the Closing; (2) a validly executed IRS Form W-9; (3) a completed copy of the Tax Certification Form attached hereto as Exhibit A; and (4) such documents or instruments required by the Company’s transfer agent. (b) The Closing shall be subject to the conditions that, on the Closing Date: (i) all of the conditions set forth in Article VIII of the Merger Agreement (including the condition set forth in Section 8.2(g) of the Merger Agreement) shall have been satisfied or waived (other than those conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or waiver thereof in accordance with the terms of the Merger Agreement), the Mergers shall have been consummated and the Second Effective Time shall have occurred; (ii) Parent shall have received the PIPE Investment Amount; and (iii) (x) with respect to Parent, all representations and warranties of the Holder contained in this Agreement shall be true and correct in all material respects 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 Merger Agreement), except for, in each case, inaccuracies in the representations and warranties of the Holder which would not preclude the ability of the Holder to consummate the transactions contemplated hereby, and consummation of the Closing shall constitute a reaffirmation by the Holder of each of the representations, warranties and agreements of the Holder contained in this Agreement as of the Closing Date; and (y) with respect to the Holder, all representations and warranties of Parent contained in this Agreement shall be true and correct in all material respects 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 Merger Agreement), except for, in each case, inaccuracies in the representations and warranties of Parent which would not preclude the ability of Parent to consummate Repurchase, and consummation of the Closing shall constitute a reaffirmation by Parent of each of the representations, warranties and agreements of Parent contained in this Agreement as of the Closing Date. (c) At the Closing, the parties hereto shall execute and deliver such additional documents and take such additional actions as the parties reasonably may deem to be practical and necessary in order to consummate the transactions contemplated by this Agreement, on the terms and conditions set forth herein.

Closing. (a) In accordance with the terms and subject to the conditions of this Agreement, the closing of the transaction contemplated by Section 1 (the “Closing”) 7.1 Closing shall take place promptly following at the Second Effective Time. At offices of the ClosingSeller or such other place as the Purchase and Seller may agree, on the Closing Date. 7.2 On the Closing Date: 7.2.1 the Seller shall deliver or cause to be delivered to the Purchaser: (i) Subject such conveyances, assurances, transfers, assignments, releases, novation agreements, consents and other documents duly executed by the relevant parties as the Purchaser may require to vest in the Purchaser the full benefit of and legal title to the Aggregate Repurchase Price being greater than $0.00Purchased Assets and all other rights and assets hereby agreed to be sold and the full benefit of this Agreement and all liabilities and debts agreed to be assumed including without limitation; (a) duly executed assignments in the Agreed Form of the Accounts Receivable; (b) duly executed assignments or novation agreements in the Agreed Form of the Contracts; (c) duly executed assignments in the Agreed Form of the Accounts Payable; (d) duly executed assignments or novation agreements in the Agreed Form of the Borrowings; (e) in respect of each of the motor vehicles used in the HSR Business owned by the Seller (if any), Parent the prescribed notice and the vehicle registration documents (and shall deliver (or cause to be delivered) procure delivery of a duplicate of the prescribed notice to the Holder an amount relevant transportation authorities in cash, by wire transfer of immediately available funds to an account designated by the Holder in writing no later than five (5) Business Days prior to the China as soon as possible after Closing, equal to (x) the Aggregate Repurchase Price, minus (y) the Holder Expense Amount; and); (ii) the Holder shall deliver (or cause to be delivered): (1) the Repurchase Shares (along with any applicable instruments of transfer, including stock powers title deeds and letters of transmittal, as applicable) in book entry form to Parent or to a custodian designated by Parent prior documents relating to the ClosingLeased Properties and Owned Properties occupied or owned by the Seller (all re-registered in the name of the Purchaser); (2iii) a validly executed IRS Form W-9all subsisting contracts, license and permits in connection with the HSR Business and all books, papers, records and other documents (including financial records) relating to the HSR Business and Purchased Assets and all lists of customers and suppliers and other information or documents in relation to the HSR Business as the Purchaser may require; (3iv) a completed copy all the designs and drawings, plans, technical and sales publications, advertising material, brochures, catalogues and other technical and sales matter of the Tax Certification Form attached hereto Seller in relation to the HSR Business together with any plates, blocks, negatives and other like material relating thereto as Exhibit Athe Purchaser may require; (v) any other documents of title relating to any of the other Purchased Assets as the Purchaser may require; (vi) such other documents as may be required to give to the Purchaser good title to the Purchased Assets and to enable the Purchaser or its nominees to become the registered owner thereof as the Purchaser may require; and (4vii) such documents or instruments required certificate in writing duly executed by the Company’s transfer agentSeller pursuant to Article 5.1.7 confirming the matters mentioned thereunder. (b) The Closing 7.2.2 the Seller shall be subject permit the Purchaser to the conditions that, on the Closing Date: (i) all take possession of the conditions set forth in Article VIII of the Merger Agreement (including the condition set forth in Section 8.2(g) of the Merger Agreement) shall have been satisfied or waived (other than those conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or waiver thereof in accordance with the terms of the Merger Agreement), the Mergers shall have been consummated HSR Business and the Second Effective Time shall have occurred; (ii) Parent shall have received the PIPE Investment Amount; and (iii) (x) with respect to Parent, all representations and warranties of the Holder contained in this Agreement shall be true and correct in all material respects 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 Merger Agreement), except for, in each case, inaccuracies in the representations and warranties of the Holder which would not preclude the ability of the Holder to consummate the transactions contemplated hereby, and consummation of the Closing shall constitute a reaffirmation by the Holder of each of the representations, warranties and agreements of the Holder contained in this Agreement as of the Closing Date; and (y) with respect to the Holder, all representations and warranties of Parent contained in this Agreement shall be true and correct in all material respects 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 Merger Agreement), except for, in each case, inaccuracies in the representations and warranties of Parent which would not preclude the ability of Parent to consummate Repurchase, and consummation of the Closing shall constitute a reaffirmation by Parent of each of the representations, warranties and agreements of Parent contained in this Agreement as of the Closing DatePurchased Assets. (c) At the Closing, the parties hereto shall execute and deliver such additional documents and take such additional actions as the parties reasonably may deem to be practical and necessary in order to consummate the transactions contemplated by this Agreement, on the terms and conditions set forth herein.

Closing. (a) In accordance with 5.1 The consummation of the terms and transactions which are the subject to the conditions of this Agreement, the closing of the transaction contemplated by Section 1 Agreement (the “Closing”) shall take place promptly following at the Second Effective offices of XON or such other place as the Parties may agree, on or before March 15, 2018 (the “ Closing Date”) or such other time as mutually agreed upon by the parties hereto in writing. 5.2 Subject to Section 4, the Closing shall take place at 12:00 noon, Central Time. At , on the ClosingClosing Date, at which time: (a) The XON Stockholders shall: (i) Subject sell transfer the XON Shares to the Aggregate Repurchase Price being greater than $0.00, Parent shall W▇▇▇▇▇ ▇▇▇▇; and (ii) deliver (or cause caused to be delivereddelivered to W▇▇▇▇▇ ▇▇▇▇: (A) the Board of Directors shall warrant that (100%) Of XON Stockholders have authorized the execution and closing of this Agreement, the appointment of the representative of the XON Stockholders and the Sale to W▇▇▇▇▇ ▇▇▇▇ of the Holder an amount XON Shares; (B) duly issued stock certificate(s) of XON issued in cashthe name of W▇▇▇▇▇ ▇▇▇▇, by wire transfer of immediately available funds to an account designated evidencing the XON Shares; (C) a receipt for the delivered W▇▇▇▇▇ ▇▇▇▇ Shares received by the Holder in writing no later than five XON Stockholders at the Closing; and (5D) Business Days all other documents required to be delivered by the XON Stockholders at or prior to the Closing, equal to (x) the Aggregate Repurchase Price, minus (y) the Holder Expense Amount; and (ii) the Holder shall deliver (or cause to be delivered): (1) the Repurchase Shares (along with any applicable instruments of transfer, including stock powers and letters of transmittal, as applicable) in book entry form to Parent or to a custodian designated by Parent prior to the Closing; (2) a validly executed IRS Form W-9; (3) a completed copy of the Tax Certification Form attached hereto as Exhibit A; and (4) such documents or instruments required by the Company’s transfer agent. (b) The Closing shall be subject to the conditions that, on the Closing Date: W▇▇▇▇▇ ▇▇▇▇ shall: (i) all of authorize and issue the conditions set forth in Article VIII of the Merger Agreement (including the condition set forth in Section 8.2(g) of the Merger Agreement) shall have been satisfied or waived (other than those conditions that by their terms are to be satisfied at the Closing, but subject W▇▇▇▇▇ ▇▇▇▇ Shares to the satisfaction or waiver thereof in accordance with the terms of the Merger Agreement)XON Stockholders, the Mergers shall have been consummated rateably and the Second Effective Time shall have occurred; credited as fully paid; and (ii) Parent shall have received deliver or caused to be delivered to the PIPE Investment Amount; and (iii) (x) with respect to Parent, all representations and warranties designated representative of the Holder contained in this Agreement shall be true XON Stockholders: (A) certified copies of resolutions of W▇▇▇▇▇ ▇▇▇▇’▇ Board of Directors approving and correct in all material respects as of authorizing the Closing Date (except with respect to such representations execution 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 closing of this Agreement which are contemplated and the issuance of the W▇▇▇▇▇ ▇▇▇▇ Shares to the XON Stockholders; (B) certified copies of the resolutions or expressly permitted by this Agreement or written approval of the Merger Agreement)shareholders of W▇▇▇▇▇ ▇▇▇▇, except forif applicable, in each case, inaccuracies approving the issuance of the W▇▇▇▇▇ ▇▇▇▇ Shares to the XON Stockholders; (C) duly issued share certificates in the representations and warranties names of the Holder which would not preclude the ability XON Stockholders in respect of the Holder to consummate the transactions contemplated hereby, and consummation of the Closing shall constitute a reaffirmation by the Holder of each of the representations, warranties and agreements of the Holder contained in this Agreement as of the Closing Datedelivered W▇▇▇▇▇ ▇▇▇▇ Shares; and (yD) with respect to the Holder, all representations and warranties of Parent contained in this Agreement shall be true and correct in all material respects 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 Merger Agreement), except for, in each case, inaccuracies in the representations and warranties of Parent which would not preclude the ability of Parent to consummate Repurchase, and consummation of the Closing shall constitute a reaffirmation by Parent of each of the representations, warranties and agreements of Parent contained in this Agreement as of the Closing Date. (c) At the Closing, the parties hereto shall execute and deliver such additional other documents and take such additional actions as the parties reasonably may deem required to be practical and necessary in order delivered by W▇▇▇▇▇ ▇▇▇▇ at or prior to consummate the transactions contemplated by this Agreement, on the terms and conditions set forth hereinClosing.

Closing. (a) In accordance with the terms and subject The “Closing Date” will be a date agreed to the conditions of this Agreement, the closing of the transaction contemplated by Section 1 (the “Closing”) shall take place promptly following the Second Effective Time. At the Closing: (i) Subject to the Aggregate Repurchase Price being greater than $0.00, Parent shall deliver (or cause to be delivered) to the Holder an amount in cash, by wire transfer of immediately available funds to an account designated by the Holder in writing parties, which shall be no later than five (5) Business Days prior to 60 days from the Closingexecution of this contract, equal to (x) providing that the Aggregate Repurchase Price, minus (y) the Holder Expense Amount; and (ii) the Holder shall deliver (or cause to be delivered): (1) the Repurchase Shares (along with any applicable instruments of transfer, including stock powers and letters of transmittal, as applicable) conditions set forth in book entry form to Parent or to a custodian designated by Parent prior to the Closing; (2) a validly executed IRS Form W-9; (3) a completed copy of the Tax Certification Form attached hereto as Exhibit A; and (4) such documents or instruments required by the Company’s transfer agentSection 4 are satisfied. (b) The Closing shall be subject Prior to the conditions thatClosing, the CSI shall have delivered to the Escrow Agent the following (the “CSI Deliverables”): i. a certificate for the Shares; ii. a stock power endorsed in blank and signed by CSI with a medallion guarantee of the signature accompanies by documents sufficient to cause the transfer agent to accept the authority of the signatory; iii. a certification signed by ▇▇▇▇▇▇▇ that on the Closing Date the warranties and representations made by him in this Agreement are true and correct as if made on the Closing Date:; (i) iv. a general release in form satisfactory to Zhang and counsel of all liabilities of the conditions set forth in Article VIII Company to CSI and/or ▇▇▇▇▇▇▇, accompanied by any warrants, convertible securities or other instruments owned by CSI or ▇▇▇▇▇▇▇ pertaining to Company capital stock, which shall be surrendered for cancellation; v. resignations of all officers and directors of the Merger Agreement (including Company, effective on the condition set forth in Section 8.2(g) Closing Date, and a resolution of the Merger Agreement) shall have been satisfied or waived (other than those conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or waiver thereof in accordance with the terms Board of Directors of the Merger Agreement)Company electing Zhang to serve on the Board, effective ten (10) days from the Mergers shall have been consummated filing and mailing of the Second Effective Time shall have occurred; (ii14f-1 information statement referred to in paragraph 2(f) Parent shall have received the PIPE Investment Amounthereof; and (iii) (x) with respect to Parent, all representations vi. the books and warranties records of the Holder contained in this Agreement shall be true and correct in all material respects 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 Merger Agreement), except for, in each case, inaccuracies in the representations and warranties of the Holder which would not preclude the ability of the Holder to consummate the transactions contemplated hereby, and consummation of the Closing shall constitute a reaffirmation by the Holder of each of the representations, warranties and agreements of the Holder contained in this Agreement as of the Closing Date; and (y) with respect to the Holder, all representations and warranties of Parent contained in this Agreement shall be true and correct in all material respects 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 Merger Agreement), except for, in each case, inaccuracies in the representations and warranties of Parent which would not preclude the ability of Parent to consummate Repurchase, and consummation of the Closing shall constitute a reaffirmation by Parent of each of the representations, warranties and agreements of Parent contained in this Agreement as of the Closing DateCompany. (c) At On the ClosingClosing Date, the Escrow Agent shall deliver the CSI Deliverables to Zhang and shall wire the Escrowed Funds to CSI. (d) On the Closing Date, Zhang shall pay the remaining portion of the Purchase Price - a total of Fifty-Eight Thousand Dollars ($58,000) - in satisfaction of closing costs, including, but not limited to, translation, corporate research and document preparation services. (e) The parties hereto shall execute and agree to deliver such additional documents and take such additional actions instruments as may be necessary to carry out the parties reasonably may deem to be practical and necessary in order to consummate the transactions transaction contemplated by this Agreement. (f) On the Closing Date, based on information provided by Zhang, Zhang’s counsel shall have prepared, and the terms Company shall have filed with the SEC (at Zhang’s expense) an information statement compliant with SEC Rule 14f-1, and conditions set forth hereinshall have mailed the information statement to its shareholders of record.

Closing. (a) In accordance with the terms and subject to the conditions of this Agreement, the The closing of the transaction redemption of the Shares contemplated by Section 1 hereunder (the “Closing”) shall take place promptly on a Business Day in the offices of W▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & R▇▇▇▇▇ at U▇▇▇ ▇▇▇▇, ▇▇/▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, 5 Queen’s Road Central, Hong Kong or at such other location as may be mutually agreed by the Parties, as soon as practicable but no later than three Business Days following the Second Effective Time. date upon which all of the conditions set forth in Article VI, other than those that by their nature may only be satisfied or waived at the Closing, have been satisfied or waived as of the date of the Closing, or such other date as the Parties may mutually agree (the “Closing Date”). (b) At the Closing, Seller shall deliver or cause to be delivered the following documents to the Company or the transfer agent of the Company against payment of the Purchase Price by the Company: (i) original of a certificate evidencing the Shares (the “Share Certificate”), accompanied by duly executed irrevocable stock powers in such form as required by the transfer agent, with any required transfer stamps affixed thereto (the “Stock Powers”), (ii) a duly executed letter of instruction from Seller, in such form as required by the transfer agent, instructing the transfer agent to register the Shares as having been redeemed by the Company (the “Transfer Instruction”), and (iii) such other documents as may be reasonably required by the transfer agent in order to complete the redemption and acquisition of the Shares from Seller by the Company (together with the Share Certificate, the Stock Powers and the Transfer Instruction, the “Seller Deliverables”). (c) At the Closing, Seller and the Company shall take the following actions in the sequence set out below: (i) Subject upon the Company’s inspection of the Seller Deliverables to its satisfaction, the Aggregate Repurchase Price being greater than $0.00, Parent Company shall deliver (or cause to be delivereddelivered (A) US$17,756,448, which is 60% of the Purchase Price, to Seller by initiating a wire transfer of immediately available funds to an account designated by Seller no later than five (5) Business Days prior to the Holder an amount in cashClosing Date, and (B) US$11,837,632, which is 40% of the Purchase Price, to the Plaintiffs’ Agent by initiating a wire transfer of immediately available funds to an account designated by the Holder in writing Plaintiffs’ Agent no later than five (5) Business Days prior to the Closing, equal to (x) the Aggregate Repurchase Price, minus (y) the Holder Expense AmountClosing Date; and (ii) the Holder shall deliver (or cause to be delivered): (1) the Repurchase Shares (along with any applicable instruments of transfer, including stock powers and letters of transmittal, as applicable) in book entry form to Parent or to a custodian designated by Parent prior to the Closing; (2) a validly executed IRS Form W-9; (3) a completed copy of the Tax Certification Form attached hereto as Exhibit A; and (4) such documents or instruments required by immediately upon the Company’s transfer agent. (b) The Closing shall be subject presentation to the conditions that, on the Closing Date: (i) all Seller of the conditions irrevocable instruction initiating the wire transfers as set forth in Article VIII 2.2(c)(i) above, Seller shall deliver the Seller Deliverables in accordance with Section 2.2(b). For the avoidance of doubt, the provisions under this Section 2.2(c) are intended to describe the agreed mechanics of the Merger Agreement (including Closing only but the condition set forth Closing shall not be deemed to have consummated until all deliveries described in Section 8.2(g) of the Merger Agreement2.2(b) shall have been satisfied or waived made, including, without limitation, receipt of the Purchase Price by Seller and the Plaintiffs’ Agent, and all such deliverables (other than those conditions that by their terms are including without limitation payment of the Purchase Price) shall be deemed to occur simultaneously and to be satisfied at the Closing, but subject to the satisfaction or waiver thereof in accordance with the terms of the Merger Agreement), the Mergers shall have been consummated and the Second Effective Time shall have occurred; (ii) Parent shall have received the PIPE Investment Amount; and (iii) (x) with respect to Parent, all representations and warranties of the Holder contained in this Agreement shall be true and correct in all material respects 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 Merger Agreement), except for, in conditioned upon each case, inaccuracies in the representations and warranties of the Holder which would not preclude the ability of the Holder to consummate the transactions contemplated hereby, and consummation of the Closing shall constitute a reaffirmation by the Holder of each of the representations, warranties and agreements of the Holder contained in this Agreement as of the Closing Date; and (y) with respect to the Holder, all representations and warranties of Parent contained in this Agreement shall be true and correct in all material respects 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 Merger Agreement), except for, in each case, inaccuracies in the representations and warranties of Parent which would not preclude the ability of Parent to consummate Repurchase, and consummation of the Closing shall constitute a reaffirmation by Parent of each of the representations, warranties and agreements of Parent contained in this Agreement as of the Closing Dateother. (c) At the Closing, the parties hereto shall execute and deliver such additional documents and take such additional actions as the parties reasonably may deem to be practical and necessary in order to consummate the transactions contemplated by this Agreement, on the terms and conditions set forth herein.

Closing. 10.1 The completion of the transactions contemplated hereby will occur on the date that is five calendar days following the day upon which all of the conditions precedent pursuant to Part 8 of this Agreement have been satisfied or waived, or such earlier or later date as Permission and the Shareholders may agree (the “Closing Date”). 10.2 The closing of the transactions contemplated herein will be completed on the Closing Date at the offices of the solicitors for Permission and at such time: (a) In accordance with CCE and the terms and subject Shareholders will deliver or cause to the conditions of this Agreement, the closing of the transaction contemplated by Section 1 (the “Closing”) shall take place promptly following the Second Effective Time. At the Closingbe delivered to Permission: (i) Subject certified copies of the resolutions of the directors of CCE approving all of the transactions contemplated in this Agreement; (ii) a certificate of the Principal Shareholders confirming that their representations and warranties set out in this Agreement are true and complete as of the Closing Date; (iii) certificates representing the CCE Shares duly executed by the Shareholders for transfer to Permission; (iv) new or replacement share certificates representing the CCE Shares issued in the name of Permission; (v) a signed Securities Escrow Agreement and a signed Earn-Out Escrow Agreement pertaining to the Aggregate Repurchase Price being greater than $0.00, Parent shall deliver Payment Shares; (or cause vi) written confirmation by CUCBM that: (A) the PCS Agreement has been assigned to be deliveredCCE; and (B) CCE is in good standing with respect to the Holder an amount PSC Agreement; (vii) evidence satisfactory to Permission of CCE’s ability to carry on business in cashChina; including the necessary business licenses, by wire transfer permits and authorizations needed to undertake work on and to explore and develop the Projects; (viii) CCE Financial Statements to a date within 60 days of immediately available funds the Closing Date; (ix) opinions of counsel to an account designated by the Holder CCE in writing no later than five (5) Business Days prior form and content reasonably satisfactory to the Closing, equal to solicitors for Permission; (x) consents to act as directors of Permission from the Aggregate Repurchase Price, minus (y) three nominees of the Holder Expense AmountShareholders; and (iixi) the Holder shall deliver (such further documents as Permission or cause its solicitors may reasonably require to be delivered): (1) the Repurchase Shares (along with any applicable instruments of transfer, including stock powers and letters of transmittal, as applicable) in book entry form to Parent or to a custodian designated by Parent prior give effect to the Closing; (2) a validly executed IRS Form W-9; (3) a completed copy of the Tax Certification Form attached hereto as Exhibit A; and (4) such documents or instruments required by the Company’s transfer agentprovisions hereof. (b) The Closing shall Permission will deliver or cause to be subject delivered to CCE and/or the conditions that, on the Closing DateShareholders: (i) all a copy of the conditions set forth in Article VIII of the Merger Agreement (including the condition set forth in Section 8.2(g) of the Merger Agreement) shall have been satisfied or waived (other than those conditions that by their terms are Exchange’s approval to be satisfied at the Closing, but subject to the satisfaction or waiver thereof in accordance with the terms of the Merger this Agreement), the Mergers shall have been consummated and the Second Effective Time shall have occurred; (ii) Parent shall have received the PIPE Investment Amount; anda signed Securities Escrow Agreement and a signed Earn-Out Escrow Agreement; (iii) a certified copy of the directors resolution of Permission approving all of the transactions contemplated in this Agreement, including, without limitation, the acquisition of the CCE Shares, and the appointment of the Shareholders’ representatives to the board of directors of Permission; (xiv) with respect the approval of the shareholders of Permission to Parentthe purchase of the CCE Shares, all the issuance of the Payment Shares, any change of control resulting therefrom, and any change of Permission’s corporate name; (v) a certificate of an officer of Permission confirming, among other things, that Permission’s representations and warranties of the Holder contained in this Agreement shall be herein are true and correct in all material respects 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 Merger Agreement), except for, in each case, inaccuracies in the representations and warranties of the Holder which would not preclude the ability of the Holder to consummate the transactions contemplated hereby, and consummation of the Closing shall constitute a reaffirmation by the Holder of each of the representations, warranties and agreements of the Holder contained in this Agreement complete as of the Closing Date; and ; (yvi) with respect the Payment Shares, pro rata as to the HolderShareholder’s respective equity interests in CCE, all representations as follows to and warranties of Parent contained in this Agreement shall be true and correct in all material respects as the name of the Closing Date Shareholders or as directed by each Shareholder: (except with respect vii) evidence that the US$200,000 payable to such representations and warranties which speak as to or on account of ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ has been satisfied; (viii) evidence of having raised, or received commitments for, an earlier dateaggregate of US$5,000,000 in equity financings, which representations and warranties shall funds will be true and correct available for use by CCE in all material respects at and as of such date, except for changes after developing the date of this Agreement which are contemplated or expressly permitted by this Agreement or the Merger Agreement), except for, in each case, inaccuracies in the representations and warranties of Parent which would not preclude the ability of Parent to consummate Repurchase, and consummation of the Closing shall constitute a reaffirmation by Parent of each of the representations, warranties and agreements of Parent contained in this Agreement as of the Closing Date.Projects; (cix) At an opinion of Permission's solicitors in form and content reasonably satisfactory to the Closing, solicitors for CCE; (x) resignations of all directors and officers of Permission; and (xi) such further documents as may be required by CCE or its solicitors may reasonably require to give effect to the parties hereto shall execute and deliver such additional documents and take such additional actions as the parties reasonably may deem to be practical and necessary in order to consummate the transactions contemplated by this Agreement, on the terms and conditions set forth hereinprovisions hereof.

Closing. (a) In accordance with the terms and subject to the conditions of this Agreement, the The closing of the transaction transactions contemplated by Section 1 this Agreement (the “Closing”) shall take place promptly following 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 Second Effective day on which the Closing takes place is herein referred to as the “Closing Date”). The Closing shall be deemed effective at the Closing Time. At the Closing: (ia) Subject to the Aggregate Repurchase Price being greater than $0.00ADP shall deliver, Parent shall deliver (or cause to be delivered) to delivered (unless the Holder an amount in cash, by wire transfer of immediately available funds to an account designated by the Holder delivery is waived in writing no later than five by Purchaser), to Purchaser: (5) Business Days prior to the Closing, equal to (xi) the Aggregate Repurchase Price▇▇▇▇ of Sale, minus (y) the Holder Expense Amount; andduly executed by ADP; (ii) the Holder shall deliver (or cause to be delivered): (1) the Repurchase Shares (along with any applicable instruments of transferTransition Agreement, including stock powers and letters of transmittal, as applicable) in book entry form to Parent or to a custodian designated duly executed by Parent prior to the ClosingADP; (2iii) a validly the Facility Sharing Agreement, duly executed IRS Form W-9by ADP; (3iv) 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 completed copy list of the Tax Certification Form 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 AI, 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 (4ix) such documents or instruments required the Assumption Agreement, duly executed by the Company’s transfer agentADP. (b) The Closing Purchaser shall deliver or cause to be subject delivered (unless the delivery is waived in writing by ADP) to the conditions that, on the Closing DateADP: (i) all of the conditions set forth in Article VIII of the Merger Agreement (including the condition set forth Estimated Base Purchase Price as provided in Section 8.2(g) of the Merger Agreement) shall have been satisfied or waived (other than those conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or waiver thereof in accordance with the terms of the Merger Agreement2.3(a), the Mergers shall have been consummated and the Second Effective Time shall have occurred; (ii) Parent shall have received the PIPE Investment AmountAssumption Agreement, duly executed by Purchaser; (iii) the Transition Agreement, duly executed by Purchaser; (iv) the Facility Sharing Agreement, duly executed by Purchaser; (v) a true and complete copy, certified by the Secretary or Assistant Secretary of Purchaser, of the charter and by-laws of Purchaser, incumbency of officers and resolutions duly and validly adopted by the Board of Directors 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 (iiivi) (x) with respect to Parentan Officer’s Certificate, all representations and warranties of the Holder contained in this Agreement shall be true and correct in all material respects 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 Merger Agreement), except for, in each case, inaccuracies substantially in the representations and warranties form attached hereto as Exhibit O, duly executed by an authorized officer of the Holder which would not preclude the ability of the Holder to consummate the transactions contemplated hereby, and consummation of the Closing shall constitute a reaffirmation by the Holder of each of the representations, warranties and agreements of the Holder contained in this Agreement as of the Closing Date; and (y) with respect to the Holder, all representations and warranties of Parent contained in this Agreement shall be true and correct in all material respects 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 Merger Agreement), except for, in each case, inaccuracies in the representations and warranties of Parent which would not preclude the ability of Parent to consummate Repurchase, and consummation of the Closing shall constitute a reaffirmation by Parent of each of the representations, warranties and agreements of Parent contained in this Agreement as of the Closing DatePurchaser. (c) At the Closing, the parties hereto shall execute and deliver such additional documents and take such additional actions as the parties reasonably may deem to be practical and necessary in order to consummate the transactions contemplated by this Agreement, on the terms and conditions set forth herein.

Closing. (a) In accordance with On the terms and subject to the conditions of this Agreement, the closing of the transaction contemplated by Section 1 Effective Date (the “Closing”) the Parties shall take place promptly following the Second Effective Time. At the Closingperform, in order: (ia) Subject to the Aggregate Repurchase Price being greater than $0.00, Parent Buyer shall deliver (or cause to be deliveredSeller a copy of this Agreement executed by Buyer; b) to the Holder an amount in cash, by wire transfer of immediately available funds to an account designated by the Holder in writing no later than five (5) Business Days prior to the Closing, equal to (x) the Aggregate Repurchase Price, minus (y) the Holder Expense Amount; and (ii) the Holder Seller shall deliver a fully executed copy of this Agreement to Buyer; c) The Escrowed Funds (or cause defined in Section 3(a) herein) shall be released to be delivered):Seller; (1d) The Company’s shareholders and directors shall execute a joint resolution approving the Repurchase Shares (along with any applicable instruments terms of transfer, including stock powers this Agreement and letters the appointment of transmittal, as applicable) in book entry form to Parent or Buyer’s designees to a custodian designated by Parent prior to majority of seats on the ClosingBoard of Directors for the Company (the “Joint Resolution”); (2e) Buyer shall deliver to Seller a validly executed IRS Form W-9; (3) a completed copy resolution of the Tax Certification Form board 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 A; and2 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) such documents or instruments required by (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 Buyer, to the 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 agent.records, agreements and contracts; and, (bj) The Closing Seller shall be subject to the conditions that, on the Closing Date: (i) all of immediately deposit the conditions set forth in Article VIII of certificate(s) evidencing the Merger Agreement (including Stock together with Stock Powers to transfer the condition set forth in Section 8.2(g) of the Merger Agreement) shall have been satisfied or waived (other than those conditions that by their terms are to be satisfied at the Closing, but subject Stock to the satisfaction or waiver thereof in accordance with Buyer into the terms of the Merger Agreement)Escrow Account, the Mergers shall have been consummated and the Second Effective Time shall have occurred; (ii) Parent shall have received direct the PIPE Investment Amount; and (iii) (x) with respect Escrow Agent to Parentdeliver the Stock certificates to Buyer, all representations and warranties of the Holder contained in this Agreement shall be true and correct in all material respects 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 immediately after the date full performance of this Agreement which are contemplated or expressly permitted by this Agreement or the Merger Agreement), except for, in each case, inaccuracies in the representations and warranties of the Holder which would not preclude the ability of the Holder to consummate the transactions contemplated hereby, and consummation of the Closing shall constitute a reaffirmation by the Holder of each of the representations, warranties and agreements of the Holder contained in this Agreement as of the Closing Date; and (ySections 2(a) with respect to the Holder, all representations and warranties of Parent contained in this Agreement shall be true and correct in all material respects 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 Merger Agreement), except for, in each case, inaccuracies in the representations and warranties of Parent which would not preclude the ability of Parent to consummate Repurchase, and consummation of the Closing shall constitute a reaffirmation by Parent of each of the representations, warranties and agreements of Parent contained in this Agreement as of the Closing Date. (cthrough 2(g) At the Closing, the parties hereto shall execute and deliver such additional documents and take such additional actions as the parties reasonably may deem to be practical and necessary in order to consummate the transactions contemplated by this Agreement, on the terms and conditions set forth herein.

Closing. 6.1 Subject to the satisfaction of the contingencies set forth in Section 5, the Closing hereunder shall be held on or before the later of , 2021, or at such time and place as Seller and Buyer shall mutually agree (the “Closing Date”), which shall be prior to the Contingency Date, unless the parties otherwise agree. If Buyer and Seller do not agree upon a time and place for Closing, subject to the satisfaction of the contingencies set forth in Section 5 and prior to the Contingency Date, Seller shall designate the time and place for Closing on fifteen (15) business days’ advance written notice. The time and date for the Closing may be extended only by a written instrument signed by both parties. 6.2 At the Closing, (a) In accordance with the terms and subject Seller shall deliver to the conditions of this Agreement, the closing of the transaction contemplated by Section 1 (the “Closing”) shall take place promptly following the Second Effective Time. At the Closing: Buyer executed copies of: (i) Subject to the Aggregate Repurchase Price being greater than $0.00, Parent shall deliver (or cause Quitclaim Deed in sufficient original counterparts to be delivered) to recorded in each county in which the Holder an amount in cashLand is located, by wire transfer of immediately available funds to an account designated by the Holder in writing no later than five (5) Business Days prior to the Closing, equal to (x) the Aggregate Repurchase Price, minus (y) the Holder Expense Amount; and (ii) the Holder shall deliver ▇▇▇▇ of Sale; (or cause to be delivered): (1iii) the Repurchase Shares Assignment and Assumption – Implementing Agreements; (along with any applicable instruments iv) the Assignment and Assumption Agreement - Use Agreements, (v) Current Lease Termination Agreement, (vi) Current Sublease Termination Agreement, (vii) the Assignment and Assumption of transferLoan Agreement, including stock powers and letters of transmittal(viii) the Subrecipient Agreement, as applicable) in book entry form to Parent or to a custodian designated by Parent prior to the Closing; (2ix) a validly executed IRS Form W-9; (3certificate pursuant to Treasury Regulations Section 1.1445-2(b) that Seller is not a completed copy foreign person within the meaning of Section 1445 of the Tax Certification Form attached hereto as Exhibit ACode; and and (4x) such any other documents or instruments reasonably required by to complete the Company’s transfer agenttransactions hereunder. (b) The Closing Buyer shall be subject deliver to the conditions that, on the Closing Date: Seller (i) all of the conditions set forth in Article VIII of the Merger Agreement (including the condition set forth in Section 8.2(g) of the Merger Agreement) shall have been satisfied or waived (other than those conditions that by their terms are to be satisfied at the ClosingPurchase Price, but subject to the satisfaction or waiver thereof in accordance with the terms of the Merger Agreement), the Mergers shall have been consummated and the Second Effective Time shall have occurred; (ii) Parent shall have received the PIPE Investment Amount; and Promissory Note, (iii) ▇▇▇▇ of Sale, (iv) the Assignment and Assumption – Implementing Agreements, (v) the Assignment and Assumption Agreement - Use Agreements, (vi) the Current Sublease Termination Agreement, (vii) the Assignment and Assumption of Loan Agreement, (viii) the Subrecipient Agreement, (ix) the Certificate of Majority Controlling Interest, and (x) with respect any other documents reasonably required to Parent, all representations and warranties of the Holder contained in this Agreement shall be true and correct in all material respects 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 Merger Agreement), except for, in each case, inaccuracies in the representations and warranties of the Holder which would not preclude the ability of the Holder to consummate complete the transactions contemplated hereby, and consummation of the Closing shall constitute a reaffirmation by the Holder of each of the representations, warranties and agreements of the Holder contained in this Agreement as of the Closing Date; and (y) with respect to the Holder, all representations and warranties of Parent contained in this Agreement shall be true and correct in all material respects 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 Merger Agreement), except for, in each case, inaccuracies in the representations and warranties of Parent which would not preclude the ability of Parent to consummate Repurchase, and consummation of the Closing shall constitute a reaffirmation by Parent of each of the representations, warranties and agreements of Parent contained in this Agreement as of the Closing Datehereunder. (c) At Buyer and Seller will work cooperatively to deliver at Closing the Closingfollowing documents executed by MRCRRA: (i) the Assignment and Assumption – Implementing Agreements, (ii) the parties hereto shall execute Current Lease Termination Agreement, (iii) the Current Sublease Termination Agreement, (iv) the Assignment and deliver such additional Assumption of Loan Agreement, and (v) any other documents and take such additional actions as the parties reasonably may deem required to be practical and necessary in order to consummate complete the transactions contemplated hereunder. (d) Buyer and Seller will work cooperatively with DSRC to deliver at Closing the following documents: (i) the Current Sublease Termination Agreement executed by this Agreement, on DSRC; (ii) proof of assignment of Other Agreements to Buyer; and (iii) any other documents reasonably required to complete the terms and conditions set forth hereintransactions hereunder.

Closing. (a) In accordance with All actions taken and documents delivered at the Closing shall be 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. (b) At the Closing, subject to all the terms and subject to the conditions of this Agreement, the closing of the transaction contemplated by Section 1 (the “Closing”) shall take place promptly following the Second Effective Time. At the Closing: (i) Subject to the Aggregate Repurchase Price being greater than $0.00, Parent Seller shall deliver (or cause make reasonably available to be delivered) to the Holder an amount in cash, by wire transfer of immediately available funds to an account designated by the Holder in writing no later than five (5) Business Days prior to the Closing, equal to (x) the Aggregate Repurchase Price, minus (y) the Holder Expense Amount; and (ii) the Holder shall deliver (or cause to be delivered):Purchaser: (1) A ▇▇▇▇ of Sale, in substantially the Repurchase Shares form attached hereto as Exhibit 2.2(b)(1) (along with any applicable instruments the "▇▇▇▇ of transferSale"), including stock powers transferring to Purchaser all of Seller's interest in the Personal Property, the Loans and letters of transmittal, as applicable) in book entry form to Parent or to a custodian designated by Parent prior to the Closingother assets being transferred hereunder; (2) a validly executed IRS Form W-9An Assignment and Assumption Agreement, in substantially the form attached hereto as Exhibit 2.2(b)(2) (the "Assignment and Assumption Agreement"), assigning Seller's interest in the Equipment Leases, the Assignable Contracts, the Safe Deposit Contracts, and the Deposit Liabilities; (3) a completed copy Seller's keys to the safe deposit boxes, the Safe Deposit Contracts and all other records of Seller related to the Tax Certification Form attached hereto as Exhibit A; andsafe deposit box business at the Branches; (4) such documents or instruments required by Seller's files and records related to the Company’s transfer agent.Loans and to any collateral securing the Loans; (b5) The Closing shall be subject Seller's records related to the conditions that, Deposit Liabilities assumed by Purchaser; (6) Immediately available funds in the net amount shown as owing to Purchaser by Seller on the Closing Date:Statement, if any; (i7) The Coins and Currency; (8) Such of the other assets to be purchased as shall be capable of physical delivery; (9) A certificate of a proper officer of Seller, dated as of the date of Closing, certifying to the fulfillment of all conditions which are the obligation of Seller and that all of the conditions set forth in Article VIII of the Merger Agreement (including the condition set forth in Section 8.2(g) of the Merger Agreement) shall have been satisfied or waived (other than those conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or waiver thereof in accordance with the terms of the Merger Agreement), the Mergers shall have been consummated and the Second Effective Time shall have occurred; (ii) Parent shall have received the PIPE Investment Amount; and (iii) (x) with respect to Parent, all representations and warranties of the Holder contained Seller set forth in this Agreement shall be remain true and correct in all material respects as of the Effective Time; (10) Such certificates and other documents as Purchaser and its counsel may reasonably require to evidence the receipt by Seller of all necessary corporate and regulatory authorizations and approvals for the consummation of the transactions provided for in this Agreement; (11) A Closing Statement, substantially in the form attached hereto as Exhibit 2.2(b)(11) (the "Closing Statement"); (12) The Power of Attorney substantially in the form attached hereto as Exhibit 1.4(k); An opinion of in-house counsel to Seller dated as of the Closing Date substantially in the form attached hereto as Exhibit 2.2(b)(13); Estoppel Certificates, substantially in the form attached hereto as Exhibit 2.2(b)(14); Consents to Assignment, substantially in the form attached hereto as Exhibit 2.2(b)(15); A blanket loan assignment, substantially in the form attached hereto as Exhibit 2.2(b)(16); An SBA Assumption Agreement, substantially in the form attached hereto as Exhibit 2.2(b)(17); and A Retirement Account Transfer Agreement, substantially in the form attached hereto as Exhibit 2.2(b)(18). It is understood that the items listed in subsections (except with respect to such representations b)(3) and warranties which speak as to an earlier date, which representations and warranties (7) shall be true transferred after the Branches have closed for business on the Closing Date and correct that the records listed in subsections (b)(4) and (5) will be transferred as soon as practicable after the Closing, but in no event more than five business days after the Closing. For purposes of this Agreement, the term "business day" shall mean any day that is deemed a business day by the Federal Reserve Bank of New York. (c) At the Closing, subject to all material respects at the terms and conditions of this Agreement, Purchaser shall deliver to Seller: (1) The executed Assignment and Assumption Agreement; (2) A certificate and receipt acknowledging the delivery and receipt of possession of the property and records referred to in this Agreement; (3) Immediately available funds in the net amount shown as owing to Seller by Purchaser on the Closing Statement, if any; (4) A certificate of a proper officer of Purchaser, dated as of such datethe Closing Date, except for changes after certifying to the date fulfillment of this Agreement which all conditions that are contemplated or expressly permitted by this Agreement or the Merger Agreement), except for, in each case, inaccuracies in obligation of Purchaser and that all of the representations and warranties of the Holder which would not preclude the ability of the Holder to consummate the transactions contemplated hereby, and consummation of the Closing shall constitute a reaffirmation by the Holder of each of the representations, warranties and agreements of the Holder contained Purchaser set forth in this Agreement as of the Closing Date; and (y) with respect to the Holder, all representations and warranties of Parent contained in this Agreement shall be remain true and correct in all material respects as of the Closing Date Effective Time; (except with respect 5) A certified copy of a resolution of the Board of Directors, or its Executive Committee, of Purchaser approving the purchase of the Branches contemplated hereby; (6) Such certificates and other documents as Seller and its counsel may reasonably require to such representations evidence the receipt of Purchaser of all necessary corporate and warranties which speak as to an earlier date, which representations regulatory authorizations and warranties shall be true and correct in all material respects at and as of such date, except approvals for changes after the date of this Agreement which are contemplated or expressly permitted by this Agreement or the Merger Agreement), except for, in each case, inaccuracies in the representations and warranties of Parent which would not preclude the ability of Parent to consummate Repurchase, and consummation of the Closing shall constitute a reaffirmation by Parent of each of the representations, warranties and agreements of Parent contained transactions provided for in this Agreement Agreement; (7) The Closing Statement; (8) The executed ▇▇▇▇ of Sale; and (9) An opinion of counsel to Purchaser dated as of the Closing DateDate substantially in the form attached hereto as Exhibit 2.2(c)(9). (c) At the Closing, the parties hereto shall execute and deliver such additional documents and take such additional actions as the parties reasonably may deem to be practical and necessary in order to consummate the transactions contemplated by this Agreement, on the terms and conditions set forth herein.

Closing. (a) In accordance with the terms and subject to the conditions of this Agreement, the The closing of the transaction contemplated by Section 1 sale of the Assets to Purchaser (the “Closing”) shall will take place promptly following at the Second Effective Time. At offices of Goodmans LLP, Suite 2400, 2▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇ December 31, 2004, unless Seller and Purchaser agree otherwise (the “Closing Date”). (b) Subject to the terms and conditions hereof, at the Closing: (i) Seller will execute and deliver to Purchaser such bills of sale, endorsements, assignments, consents, approvals, waivers and other documents as may (in the reasonable judgment of Purchaser or its counsel) be necessary or appropriate to assign, convey, transfer and deliver to Purchaser good and valid title to the Assets free of any Encumbrances subject to Sections 5.10 and 5.11; (ii) Purchaser will deliver an assumption agreement to evidence assumption of Assumed Liabilities; (iii) Purchaser and Parent will have received evidence that, in respect of the purchase and sale of the Assets under this Agreement, Seller has complied with the requirements of (A) the Bulk Sales Act (Ontario) and any other applicable provincial or territorial bulk sales legislation and (B) Section 6 of the Retail Sales Tax Act (Ontario) and any equivalent or corresponding provision under any other applicable provincial or territorial tax legislation. Seller shall provide Purchaser and Parent with an accurate and complete listing of all trade creditors, amounts owed as of the Closing Date, and payment remittal information (the “Bulk Transfer Creditor Listing”). To effect such compliance with the Bulk Sales Act (Ontario), Purchaser shall not require Seller to direct out of the Cash Consideration payment for claims of unsecured creditors to the extent such claims are Assumed Liabilities; (iv) Seller will deliver to Purchaser the Seller Authorizations set forth in Section 2.15 of the Seller Disclosure Schedule; (v) Parent will have made an offer of employment to each Employee (as defined in Section 2.21 (a)) in accordance with Section 5.4; (vi) Seller and the Seller Parties will have executed and delivered a noncompetition agreement substantially in the form attached hereto as Exhibit D (the “Noncompetition Agreement”). (vii) Hohner and Purchaser will have executed and delivered the employment agreement, in substantially the form attached hereto as Exhibit E (the “Hohner Employment Agreement”); (viii) Parent and each Shareholder will have executed and delivered the restricted stock agreement (which includes a put right), in substantially the form attached hereto as Exhibit F (the “Restricted Stock Agreement”); (ix) Seller will have released any Employees to be employed by Purchaser from and after the Closing from any confidentiality and noncompetition agreements with Seller except to the extent that these have been assigned to Purchaser, and only to the extent that such Employee is employed by Purchaser; (x) Each of the employees and independent contractors of Seller listed on Exhibit G hereto (the “Designated Employees”), shall have been offered employment or consulting arrangements with Purchaser, and each of the Key Members (as identified in Exhibit G) and a majority of the Management Team (as identified in Exhibit G) will have entered into employment or consulting arrangements with Purchaser, shall have agreed to be employees of, or consultants to Purchaser and shall be employees or independent contractors of Seller immediately prior to the Closing Date; (xi) Each Designated Employee will have entered into Purchaser’s standard nondisclosure and assignment of invention, and non-competition agreement, in substantially the form attached hereto as Exhibit H; (xii) Seller will deliver to Parent and Purchaser a satisfactory Certificate of Status from the Ministry of Consumer and Business Services, dated not more than five business days prior to the Closing Date; (xiii) Seller will deliver to Parent and Purchaser a certificate of the Secretary of Seller, in the form attached hereto as Exhibit 1.1, certifying as to certain corporate matters, together with all attachments thereto, including a certified copy of a special resolution of the Shareholders authorizing the execution, delivery and completion of this Agreement; (xiv) J▇▇▇ Holdco and M▇▇▇▇▇▇▇ Holdco will each deliver to Parent and Purchaser a certificate of the Secretary of each such entity, in the forms attached hereto as Exhibit 1.2, Exhibit 1.3, certifying as to certain corporate matters, together with all attachments thereto. (xv) Seller will have delivered to Purchaser and Parent 2004 financial statements and financial statements for year to date as of December 13, 2004 and written certification by the President of Seller reflecting that earnings before interest, tax depreciation and amortization, calculated in the same way, using the same accounting principles, practices, methodologies and policies, as used by Seller in preparing the Seller Financials, was a minimum of ($311,719) CAD and $504,701 CAD, respectively, with adjustments as mutually agreed to by Seller and Parent; (xvi) Subject to Section 5.12, Seller will obtain the Aggregate Repurchase Price being greater consent of the other party to Contracts listed in Section 2.12 to the Seller Disclosure Schedule that require such consent to assign such Contracts to Purchaser including the master services agreement with Microsoft; (xvii) Seller will deliver to Purchaser and Parent the consent of the landlord to the assignment of the lease listed in Section 2.10(b) of the Seller Disclosure Schedule to Purchaser and an estoppel certificate or other confirmation that the lease is in good standing; (xviii) Seller will deliver to Purchaser and Parent a release and discharge of any Encumbrance affecting or related to the Assets, including the Dell Computers security interest provided that the release of the security interest held by Toronto-Dominion Bank shall be governed by Section 5.10 below; (xix) Seller and the Selling Parties will deliver to Parent and Purchaser the Seller Closing Certificate (as defined in Section 1.9(a) below). (xx) Parent will have delivered to Seller financial statements for the calendar year 2003 and for the period January 1, 2004 through October 31, 2004; (xxi) Parent and Purchaser will deliver to Seller (A) a copy of the certificate of incorporation including all amendments thereto, for Purchaser; and (B) a Certificate of Status from the Ministry of Consumer and Business Services, dated not more than $0.00five business days prior to the Closing Date; (xxii) Parent and Purchaser will deliver to Seller (A) a copy of the certificate of incorporation including all amendments thereto, for Parent, certified by the Secretary of State of the State of Delaware; and (B) a certificate, dated not more than five business days prior to the Closing Date, from the Secretary of State of the State of Delaware to the effect that Parent is in good standing in such jurisdiction; (xxiii) Parent and Purchaser will deliver to Seller Certification of the Secretaries of the Parent and Purchaser, in the forms attached hereto as Exhibit J and Exhibit K respectively, certifying as to certain corporate matters, together with all attachments thereto including a certified copy of a directors’ resolution of each of the Parent and Purchaser authorizing the execution, delivery and completion of this Agreement and the issuance of the Parent Common Stock to the Seller; (xxiv) Purchaser and Parent will deliver to Seller and the Seller Parties the Parent Closing Certificate (as defined in Section 1.10(a) below); (xxv) Subject to Section 5. 14, Parent shall deliver will issue a stock certificate in accordance with Section 1.3(a)(i) above to Seller; (or cause xxvi) Purchaser will pay off the Bank Loan from the Cash Consideration in accordance with Section 5.10 and will pay the remaining Cash Consideration set forth in Section 1.3(a)(ii) above to be delivered) to the Holder an amount in cash, Seller by wire transfer of immediately available funds to an the bank account designated by the Holder in writing no later than five (5) Business Days prior to the Closing, equal to (x) the Aggregate Repurchase Price, minus (y) the Holder Expense Amount; and (ii) the Holder shall deliver (or cause to be delivered): (1) the Repurchase Shares (along with any applicable instruments of transfer, including stock powers and letters of transmittal, as applicable) in book entry form to Parent or to a custodian designated by Parent prior to the ClosingSeller’s Attorney-At-Law described on Exhibit L; (2xxvii) Subject to Section 5.11, all consents, waivers, approvals, orders or authorizations of, or registrations, declarations or filings with, any Governmental Entity or any third party, including a validly executed IRS Form W-9; (3) a completed copy party to any agreement with Seller, required in connection with the completion of any of the Tax Certification Form attached hereto as Exhibit A; and (4) such documents or instruments required by the Company’s transfer agent. (b) The Closing shall be subject to the conditions that, on the Closing Date: (i) all of the conditions set forth in Article VIII of the Merger Agreement (including the condition set forth in Section 8.2(g) of the Merger Agreement) shall have been satisfied or waived (other than those conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or waiver thereof in accordance with the terms of the Merger Agreement), the Mergers shall have been consummated and the Second Effective Time shall have occurred; (ii) Parent shall have received the PIPE Investment Amount; and (iii) (x) with respect to Parent, all representations and warranties of the Holder contained in this Agreement shall be true and correct in all material respects 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 transactions contemplated or expressly permitted by this Agreement or the Merger AgreementRelated Agreements (as such term is defined in Section 2.3(ii)), except for, in each case, inaccuracies in the representations and warranties execution of the Holder which would not preclude the ability of the Holder to consummate the transactions contemplated hereby, and consummation of the Closing shall constitute a reaffirmation by the Holder of each of the representations, warranties and agreements of the Holder contained in this Agreement as of the Closing Date; and (y) with respect to the Holder, all representations and warranties of Parent contained in this Agreement shall be true and correct in all material respects 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 Merger Agreement), except for, in each case, inaccuracies in the representations and warranties of Parent which would not preclude the ability of Parent to consummate Repurchase, and consummation of the Closing shall constitute a reaffirmation by Parent of each of the representations, warranties and agreements of Parent contained in this Agreement as of the Closing Date. (c) At the Closing, the parties hereto shall execute and deliver such additional documents and take such additional actions as the parties reasonably may deem to be practical and necessary in order to consummate the transactions contemplated by this Agreement, on the Closing or the performance of any of the terms and conditions set forth hereinhereof shall have been obtained, made and complied with on or before Closing; and (xxviii) In accordance with Section 5.10, Seller shall deliver to Purchaser (A) a pay off letter as of December 31, 2004 issued by Toronto-Dominion Bank providing the amount necessary to satisfy the Bank Loan and (B) wire instructions provided by Toronto-Dominion Bank. (xxix) Subject to Section 5.11, Seller shall deliver to Purchaser evidence that the Seller has (A) amended its privacy policy to contemplate the transfer of Personal Information (as such term is defined in Section 2.24(b)) and (B) emailed the members of its Panel (as defined in Section 2.24(a)) to inform them of such amendment and their right to unsubscribe from the Panel.

Closing. (a) In accordance with the terms and subject to the conditions of this Agreement, the closing of the transaction contemplated by Section 1 (the “Closing”) shall take place promptly following the Second Effective Time. At the Closing: (i) Subject to the Aggregate Repurchase Price being greater than $0.00, Parent shall deliver (or cause to be delivered) to the Holder an amount in cash, by wire transfer of immediately available funds to an account designated by the Holder in writing no later than five (5) Business Days prior to the Closing, equal to (x) the Aggregate Repurchase Price, minus (y) the Holder Expense Amount; and (ii) the Holder shall deliver (or cause to be delivered): (1) the Repurchase Shares (along with any applicable instruments of transfer, including stock powers and letters of transmittal, as applicable) in book entry form to Parent or to a custodian designated by Parent prior to the Closing; (2) a validly executed IRS Form W-9; (3) a completed copy of the Tax Certification Form attached hereto as Exhibit A; and (4) such documents or instruments required by the Company’s transfer agent. (b) The Closing shall be subject to the conditions that, on the Closing Date: (i) all consist of the conditions execution and delivery of documents by Seller and Buyer, as set forth in Article VIII below, and delivery by Buyer to Seller of the Merger Agreement (including the condition set forth in Section 8.2(g) of the Merger Agreement) shall have been satisfied or waived (other than those conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or waiver thereof Purchase Price in accordance with the terms of this Agreement. Seller shall deliver to Escrow Agent for the Merger Agreementbenefit of Buyer at Closing the following executed documents: (a) A Special Warranty Deed in the form attached hereto as Exhibit B (the “Deed”), the Mergers shall have been consummated and the Second Effective Time shall have occurred; (iib) Parent shall have received An Assignment and Assumption of Leases, Guaranties and Security Deposits, in the PIPE Investment Amountform attached hereto as Exhibit C; (c) A ▇▇▇▇ of Sale for the Personalty, if any, in the form attached hereto as Exhibit D; (d) An Assignment of Contracts, Permits, Licenses and Warranties in the form of Exhibit E; (e) Intentionally Deleted; (f) To the extent obtained by Seller, estoppel certificates with respect to reciprocal easement agreements as may be reasonably requested by Buyer; (g) A settlement statement setting forth the Purchase Price, all prorations and other adjustments to be made pursuant to the terms hereof, and the funds required for Closing as contemplated hereunder; (h) All transfer tax statements, declarations and filings as may be necessary or appropriate for purposes of recordation of the deed; (i) Good standing certificates and corporate resolutions or member or partner consents, as applicable, and such other documents as reasonably requested by Escrow Agent; (j) Originals of the Warranties (as hereinafter defined) re-issued at Seller’s expense to Buyer, as requested by Buyer; (k) A certificate pursuant to Section 1445 of the Internal Revenue Code of 1986, as amended, or the regulations issued pursuant thereto, certifying the non-foreign status of Seller in the form attached hereto as Exhibit M; (l) An owner’s title affidavit as to mechanics’ liens and possession and other matters in customary form reasonably acceptable to Seller, Buyer and Escrow Agent; (m) An original SNDA from each Tenant fully executed and notarized by such Tenant, if requested by Buyer; (n) With respect to each Tenant, a Letter to Tenant in form of Exhibit H attached hereto, with such changes as Buyer might reasonably require; (o) An updated Rent Roll (defined below), arrears report and schedule of security deposits and letters of credit, certified by Seller to be true and correct; (p) A bring down certificate with respect to Seller’s representations and warranties provided herein in the form attached hereto as Exhibit N; (q) Certificates of insurance or other evidence reasonably satisfactory to Buyer memorializing and confirming that the Tenants are then maintaining policies of insurance of the types and in the amounts required by the Leases; (r) All records (including originals) within Seller’s or Seller’s managing agent’s possession or reasonably obtainable by such parties reasonably required for the continued operation of the Property, including but not limited to, service contracts, plans, surveys, the Leases, Guaranties, lease files, licenses, permits, warranties, guaranties, and records of current expenditures for repairs and maintenance; and (iiis) (x) with respect Such other instruments as are reasonably required by Escrow Agent to Parent, all representations close the escrow and warranties consummate the purchase of the Holder contained Property in this Agreement accordance with the terms hereof. At Closing, Buyer shall instruct Escrow Agent to deliver the ▇▇▇▇▇▇▇ Money, together with all interest earned thereon, to Seller, which shall be true and correct in all material respects as applied to the Purchase Price, shall deliver the balance of the Closing Date (except with respect Purchase Price to such representations Seller 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 Merger Agreement), except for, in each case, inaccuracies in the representations and warranties of the Holder which would not preclude the ability of the Holder to consummate the transactions contemplated hereby, and consummation of the Closing shall constitute a reaffirmation by the Holder of each of the representations, warranties and agreements of the Holder contained in this Agreement as of the Closing Date; and (y) with respect to the Holder, all representations and warranties of Parent contained in this Agreement shall be true and correct in all material respects 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 Merger Agreement), except for, in each case, inaccuracies in the representations and warranties of Parent which would not preclude the ability of Parent to consummate Repurchase, and consummation of the Closing shall constitute a reaffirmation by Parent of each of the representations, warranties and agreements of Parent contained in this Agreement as of the Closing Date. (c) At the Closing, the parties hereto shall execute and deliver execution counterparts of the closing documents referenced in clauses (b), (g), (h) and (m). Buyer shall have the right to advance the Closing upon five (5) days’ prior written notice to Seller; provided that all conditions precedent to both Buyer’s and Seller’s respective obligations to proceed with Closing under this Agreement have been satisfied (or, if there are conditions to a party’s obligation to proceed with Closing that remain unsatisfied, such additional conditions have been waived by such party). Buyer shall have a one-time right to extend the Closing for up to fifteen (15) business days upon written notice to Seller to be received by Seller on or prior to the date scheduled for the Closing. If Buyer timely exercises this right to extend, any document that Seller is obligated to provide that is “time sensitive” does not need to be provided again by Seller. The Closing shall be held through the mail, by delivery in escrow of the closing documents and take to the Escrow Agent, on or prior to the Closing or such additional actions other place or manner as the parties reasonably hereto may deem to be practical and necessary in order to consummate the transactions contemplated by this Agreement, on the terms and conditions set forth hereinmutually agree.

Closing. At 11:00 a.m. local time on December 28, 2000 at the offices of Bord▇▇ ▇▇▇▇▇▇ ▇▇▇vais LLP, 1200 Waterfront Centre, 200 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇ such other time, date or place as the parties agree (the "CLOSING DATE"): (a) In accordance with the terms executed Support Agreement, Voting Trust and subject Exchange Agreement and Escrow Agreement shall be delivered by each of the parties thereto to each of the other parties thereto; (b) GMI shall deliver a certificate to the conditions RJF Parties pursuant to subsection 7.2(b); (c) the RJF Parties shall deliver certificates to GMI pursuant to subsection 7.3(b); (d) RJ Holdings shall deliver all Class A Retractable Shares and Class D Exchangeable Shares issuable to each holder of this GMI Common Shares pursuant to subsection 2.4(b); (e) RJ Holdings shall pay to each holder of GMI Common Shares who elects to receive cash consideration pursuant to clause 2.4(b)(ii) the amount payable to such holder and each such holder shall direct that 30% of such cash consideration shall be applied to purchase Class C Retractable Shares from RJ Holdings at a price of $4.50 per share; (f) RJ Holdings or its designee shall deliver the Escrowed Securities to the Escrow Agent, pursuant to the Escrow Agreement; (g) RJ Holdings shall deliver the Redemption Funds to the Escrow Agent, pursuant to the closing Escrow Agreement; (h) GMI shall deliver to the RJF Parties evidence of the transaction contemplated by Section 1 (termination of the “Closing”) shall take place promptly following GMI Shareholders' Agreement as of the Second Effective Time. At , in such form as is acceptable to the Closing:RJF Parties, acting reasonably; (i) Subject to RJF and the Aggregate Repurchase Price being greater than $0.00, Parent Optionees shall deliver (or cause executed agreements governing the grant of the RJF Options to be delivered) to the Holder an amount in cash, by wire transfer each of immediately available funds to an account designated by the Holder in writing no later than five (5) Business Days prior to the Closing, equal to (x) the Aggregate Repurchase Price, minus (y) the Holder Expense Amountsuch Optionees; and (iij) each of the Holder RJF Parties and GMI shall deliver (or cause to such customary certificates, resolutions, opinions and other closing documents as may be delivered): (1) the Repurchase Shares (along with any applicable instruments of transfer, including stock powers and letters of transmittal, as applicable) in book entry form to Parent or to a custodian designated by Parent prior to the Closing; (2) a validly executed IRS Form W-9; (3) a completed copy of the Tax Certification Form attached hereto as Exhibit A; and (4) such documents or instruments required by the Company’s transfer agent. other parties hereto, acting reasonably, (b) The the "CLOSING"). Upon the foregoing deliveries having been made, GMI shall forthwith file the Articles of Arrangement and all other documents necessary to effect the Plan of Arrangement effective as of the Effective Time. Notwithstanding the foregoing, unless this Agreement has been previously terminated pursuant to the provisions of section 8.3, the Closing shall be subject to delayed until the conditions that, on the Closing Date: (i) third Business Day after all of the conditions set forth in Article VIII of the Merger Agreement (including the condition set forth in Section 8.2(g) of the Merger Agreement) shall 7 have been satisfied or waived (other than those conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or waiver thereof in accordance with the terms of the Merger Agreement), the Mergers shall have been consummated and the Second Effective Time shall have occurred; (ii) Parent shall have received the PIPE Investment Amount; and (iii) (x) with respect to Parent, all representations and warranties of the Holder contained in this Agreement shall be true and correct in all material respects 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 Merger Agreement), except for, in each case, inaccuracies in the representations and warranties of the Holder which would not preclude the ability of the Holder to consummate the transactions contemplated hereby, and consummation of the Closing shall constitute a reaffirmation by the Holder of each of the representations, warranties and agreements of the Holder contained in this Agreement as of the Closing Date; and (y) with respect to the Holder, all representations and warranties of Parent contained in this Agreement shall be true and correct in all material respects 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 Merger Agreement), except for, in each case, inaccuracies in the representations and warranties of Parent which would not preclude the ability of Parent to consummate Repurchase, and consummation of the Closing shall constitute a reaffirmation by Parent of each of the representations, warranties and agreements of Parent contained in this Agreement as of the Closing Datesatisfied. (c) At the Closing, the parties hereto shall execute and deliver such additional documents and take such additional actions as the parties reasonably may deem to be practical and necessary in order to consummate the transactions contemplated by this Agreement, on the terms and conditions set forth herein.

Closing. (a) In accordance with the terms and subject to the conditions of this Agreement, the The closing of the transaction contemplated by Section 1 sale and purchase of the Units and the Warrants (the “Closing”) and the other transactions provided for in this Agreement shall take place promptly at the offices of Fulbright & J▇▇▇▇▇▇▇ L.L.P., 3▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, at 10:00 a.m. on the date that is two (2) business days following the Second Effective Time. termination of the applicable waiting periods under the HSR Act (or as soon thereafter as all other conditions to Closing which must be satisfied prior to Closing have been met), or at such other time and place as the Parties may agree (the date on which the Closing shall occur is referred to herein as the “Closing Date”). (b) At the Closing, in addition to such other actions as may be provided for herein: (i) Subject to the Aggregate Repurchase Price being greater than $0.00, Parent Sellers shall deliver (to Buyer any and all certificates or cause instruments representing the Units and Warrants, duly endorsed, or accompanied by appropriate assignment documents duly endorsed, for transfer to be delivered) to the Holder an amount in cash, by wire transfer of immediately available funds to an account designated by the Holder in writing no later than five (5) Business Days prior to the Closing, equal to (x) the Aggregate Repurchase Price, minus (y) the Holder Expense Amount; andBuyer. (ii) the Holder Buyer shall deliver to Sellers the Purchase Price (or cause net of the Escrow Amount) as determined pursuant to be delivered):Section 2.2 on the Closing Date by wire transfer in immediately available funds pursuant to the wire transfer instructions provided by Sellers to Buyer. The amount of the Purchase Price payable to each Seller on the Closing Date shall equal (A) the Price Per Unit multiplied by the number of Units set forth opposite such Seller’s name on Schedule 2.1 less (B) the Escrow Amount multiplied by the percentage set forth opposite such Seller’s name on Schedule 2.1. (1iii) Buyer shall deliver the Repurchase Shares Escrow Amount to the Escrow Agent by wire transfer in immediately available funds pursuant to the wire transfer instructions set forth in the Escrow Agreement. (along with any applicable instruments of transfer, including stock powers iv) Sellers shall deliver to Buyer the certificates provided for in Sections 8.1 and letters of transmittal8.2, as applicable) , and Buyer shall deliver to Sellers the certificates provided for in book entry form to Parent or to a custodian designated by Parent prior to the Closing; (2) a validly executed IRS Form W-9; (3) a completed copy of the Tax Certification Form attached hereto as Exhibit A; and (4) such documents or instruments required by the Company’s transfer agentSections 9.1 and 9.2. (bv) The Closing Buyer shall be subject wire transfer such amounts required to satisfy in full the conditions that, on the Closing Date: (i) all of the conditions set forth in Article VIII of the Merger Agreement (including the condition set forth in Section 8.2(g) of the Merger Agreement) shall have been satisfied or waived (other than those conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or waiver thereof Debt Payoff Amount in accordance with the terms payoff letters obtained pursuant to Section 2.3(a) and to pay the Company’s Transaction Expenses and the Management Fees. (vi) All agreements between the Company and any Related Party, including the Silver Management Agreement, shall be terminated. (vii) Silver Brands and VDW Investors shall each enter into the Non-Solicitation, Non-Competition and Confidentiality Agreement. (viii) All cash and cash equivalents of the Merger Agreement), the Mergers shall have been consummated and the Second Effective Time shall have occurred; (ii) Parent shall have received the PIPE Investment Amount; and (iii) (x) with respect to Parent, all representations and warranties of the Holder contained in this Agreement shall be true and correct in all material respects Company on hand 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 Merger Agreement), except for, in each case, inaccuracies in the representations and warranties of the Holder which would not preclude the ability of the Holder to consummate the transactions contemplated hereby, and consummation Effective Time of the Closing shall constitute a reaffirmation be distributed by the Holder of each of the representations, warranties and agreements of the Holder contained in this Agreement as of the Closing Date; and (y) with respect Company to the Holder, all representations and warranties of Parent contained in this Agreement shall be true and correct in all material respects 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 Merger Agreement), except for, in each case, inaccuracies in the representations and warranties of Parent which would not preclude the ability of Parent to consummate Repurchase, and consummation of the Closing shall constitute a reaffirmation by Parent of each of the representations, warranties and agreements of Parent contained in this Agreement as of the Closing DateSellers. (c) At the Closing, the parties hereto shall execute and deliver such additional documents and take such additional actions as the parties reasonably may deem to be practical and necessary in order to consummate the transactions contemplated by this Agreement, on the terms and conditions set forth herein.

Closing. The consummation of the transactions contemplated hereby ("Closing") shall unless otherwise agreed to in writing by Buyer and Seller, take place at the offices of Devon Energy Corporation located at 20 N. Broadway, Oklahoma City, Oklahoma, at 10:00 a.m., local t▇▇▇, ▇▇ ▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇ ("▇▇▇▇▇▇ ▇▇osing Date"), or if all conditions in Sections 16 and 17 to be satisfied prior to Closing have not yet been satisfied or waived, as soon thereafter as such conditions have been satisfied or waived, subject to the provisions of Section 15. The date on which the Closing occurs is referred to herein as the "Closing Date". At Closing the following shall occur: (a) In accordance with Seller and Buyer shall execute, acknowledge and deliver counterparts of an Assignment and Bill of Sale substantially in the terms form and subject to the conditions substance of this AgreementExhibit C ▇▇▇▇ched hereto, the closing covering all of the transaction contemplated by Section 1 (the “Closing”) shall take place promptly following the Second Effective Time. At the Closing:Properties to be sold pursuant hereto; (ib) Subject to the Aggregate Repurchase Price being greater than $0.00, Parent Buyer shall deliver (or cause to be delivered) to the Holder an amount in cash, Seller by wire transfer of immediately available funds the total Sale Price as adjusted hereunder, subject to an account designated further adjustment after Closing as provided for herein; (c) In compliance with Section 1445 of the Code, Seller shall execute and deliver to Buyer a Non-Foreign Affidavit in the form of Exhibit D attached hereto; (d) Seller and Buyer shall execute and deliver assignments, if any, prepared by Buyer in form required by federal, state or tribal agencies for the assignment of Assets covering any federal, state or tribal lands, duly executed by Seller, in sufficient duplicate originals to allow recording in all appropriate offices; (e) Seller and Buyer shall execute and deliver letters-in-lieu of transfer orders, if any, with respect to the Properties, as applicable; (f) Buyer shall deliver to Seller a certificate duly executed by the Holder in writing no later than five (5) Business Days prior to secretary or any assistant secretary of Buyer, dated as of the Closing, equal to (xi) attaching and certifying on behalf of Buyer complete and correct copies of (A) the Aggregate Repurchase Pricecertificate of incorporation and the bylaws of Buyer, minus each as in effect as of the Closing, (yB) resolutions of the Holder Expense Amount; and Board of Directors of Buyer authorizing the execution, delivery, and performance by Buyer of this Agreement and the transactions contemplated hereby or an opinion of counsel to Buyer addressed to Seller to the effect that board approval is not required (such opinion to be in form and substance reasonably satisfactory to Seller and from counsel reasonably satisfactory to Seller), and (C) any required approval by the stockholders of Buyer of this Agreement and the transactions contemplated hereby and (ii) certifying on behalf of Buyer the Holder shall deliver (incumbency of each officer of Buyer executing this Agreement or cause to be delivered): (1) the Repurchase Shares (along any document delivered in connection with any applicable instruments of transfer, including stock powers and letters of transmittal, as applicable) in book entry form to Parent or to a custodian designated by Parent prior to the Closing; (2g) Buyer shall deliver to Seller a validly certificate duly executed IRS Form W-9; (3) a completed copy by an authorized corporate officer of the Tax Certification Form attached hereto Seller, dated as Exhibit A; and (4) such documents or instruments required by the Company’s transfer agent. (b) The Closing shall be subject to the conditions that, on of the Closing Date: (i) all , certifying on behalf of Buyer that the conditions set forth in Article VIII of the Merger Agreement (including the condition set forth in Section 8.2(g17(a) of the Merger Agreement) shall have been satisfied or waived (other than those conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or waiver thereof in accordance with the terms of the Merger Agreement), the Mergers shall have been consummated and the Second Effective Time shall have occurred; (ii) Parent shall have received the PIPE Investment Amountfulfilled; and (iiih) (x) with respect Seller shall deliver to ParentBuyer a certificate duly executed by an authorized corporate officer of Buyer, all representations and warranties of the Holder contained in this Agreement shall be true and correct in all material respects 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 Merger Agreement), except for, in each case, inaccuracies in the representations and warranties of the Holder which would not preclude the ability of the Holder to consummate the transactions contemplated hereby, and consummation of the Closing shall constitute a reaffirmation by the Holder of each of the representations, warranties and agreements of the Holder contained in this Agreement dated as of the Closing Date; and (y) with respect to , certifying on behalf of Seller that the Holder, all representations and warranties of Parent contained in this Agreement shall be true and correct in all material respects 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 Merger Agreement), except for, in each case, inaccuracies in the representations and warranties of Parent which would not preclude the ability of Parent to consummate Repurchase, and consummation of the Closing shall constitute a reaffirmation by Parent of each of the representations, warranties and agreements of Parent contained in this Agreement as of the Closing Date. (c) At the Closing, the parties hereto shall execute and deliver such additional documents and take such additional actions as the parties reasonably may deem to be practical and necessary in order to consummate the transactions contemplated by this Agreement, on the terms and conditions set forth hereinin Section 16(a) have been have been fulfilled.

Closing. (a) In accordance with the terms and subject to the conditions The Closing (herein so called) of this AgreementAgreement shall be held at the offices of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, P.C. at 10 A.M. (local time) on January 15, 1998, or at such other place and time as the closing of Sellers and the transaction contemplated by Section 1 Buyer may agree upon in writing (the “Closing”"Closing Date"). The Closing will be effective as of 12:01 a.m. on the Closing Date. (b) shall take place promptly following the Second Effective Time. At the Closing, the Sellers shall deliver to the Buyer: (i) Subject special warranty deeds, bills of sale, and assignments, in the forms attached hereto as Schedules K, L, and M; and such other documents of transfer or assignment as may be necessary or appropriate to vest in Buyer good and indefeasible title to the Aggregate Repurchase Price being greater than $0.00, Parent shall deliver (or cause to be delivered) to the Holder an amount in cash, by wire transfer of immediately available funds to an account designated by the Holder in writing no later than five (5) Business Days prior to the Closing, equal to (x) the Aggregate Repurchase Price, minus (y) the Holder Expense AmountAcquired Assets; and (ii) certified copies of the Holder shall deliver (or cause to be delivered): (1) proceedings of the Repurchase Shares (along Sellers' Boards of Directors with any applicable instruments of transfer, including stock powers and letters of transmittal, as applicable) in book entry form to Parent or to a custodian designated by Parent prior respect to the Closing; (2) a validly executed IRS Form W-9; (3) a completed copy approval and authorization of the Tax Certification Form attached hereto as Exhibit A; and (4) such documents or instruments required transactions contemplated by the Company’s transfer agent. (b) The Closing shall be subject to the conditions that, on the Closing Date: (i) all of the conditions set forth in Article VIII of the Merger Agreement (including the condition set forth in Section 8.2(g) of the Merger this Agreement) shall have been satisfied or waived (other than those conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or waiver thereof in accordance with the terms of the Merger Agreement), the Mergers shall have been consummated and the Second Effective Time shall have occurred; (ii) Parent shall have received the PIPE Investment Amount; and (iii) consents to the assignment and transfer of all of the rights of the Sellers in and to those leases, permits, licenses, contracts, agreements, and commitments included in the Acquired Assets and listed on Schedules A, B, D, G, H, and R, the absence of which consent would reasonably be expected to have a Material Adverse Effect (xas hereinafter defined); and (iv) with respect to Parentan officer's certificate signed by an officer of each of Sellers, whereby such officer(s) certifies that all representations representatives and warranties of the Holder contained Sellers in this Agreement shall be remain true and correct in all material respects 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 Merger Agreement), except for, in each case, inaccuracies in the representations and warranties of the Holder which would not preclude the ability of the Holder to consummate the transactions contemplated hereby, and consummation of the Closing shall constitute a reaffirmation by the Holder of each of the representations, warranties and agreements of the Holder contained in this Agreement as of on the Closing Date; and (v) an opinion of ▇▇▇▇▇▇▇▇ & Knight, P.C., legal counsel for Sellers, in form and (y) with respect substance reasonably satisfactory to Buyer, to the Holder, all representations and warranties of Parent contained in effect that (A) this Agreement shall be true has been duly authorized by PMC and correct Sun Coast Holdings by all necessary corporate proceedings (including any appropriate action by the stockholders and directors of such Sellers) and is valid and enforceable against such Sellers in all material respects as of the Closing Date accordance with its terms (except with respect to such representations for effect of bankruptcy, insolvency, reorganization, moratorium, 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 Merger Agreementother similar laws affecting creditors' rights generally), except for, in each case, inaccuracies in the representations (B) PMC and warranties of Parent which would not preclude the ability of Parent to consummate Repurchase, Sun Coast Holdings have full corporate power and consummation of the Closing shall constitute a reaffirmation by Parent of each of the representations, warranties and agreements of Parent contained in this Agreement as of the Closing Date. (c) At the Closing, the parties hereto shall execute and deliver such additional documents and take such additional actions as the parties reasonably may deem to be practical and necessary in order authority to consummate the transactions contemplated by this Agreement, (C) this Agreement has been duly authorized by Sun Coast by all necessary action by the directors of Sun Coast and, assuming stockholder authorization is not necessary, is valid and enforceable against Sun Coast in accordance with its terms (except for effect of bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditor's rights generally) and (D) assuming stockholder authorization is not necessary, Sun Coast has full corporate authority to consummate the transactions contemplated by this Agreement; and (vi) an opinion of ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & Finger, Delaware legal counsel for Sellers, to the effect that approval of the stockholders of Sun Coast would not be necessary; and (vii) releases of any liens, deeds of trust, mortgages or security interests arising pursuant to the financing agreement with the CIT Group/Business Credit, Inc. (c) The Buyer shall deliver to the Sellers: (i) a wire transfer in accordance with the provisions of Paragraph 4; and (ii) certified copies of the proceedings of the Buyers Board of Directors with respect to the approval and authorization of the transactions contemplated by this Agreement; and (iii) an officer's certificate signed by an officer of Buyer, whereby such officer certifies that all representations and warranties of Buyer in this Agreement remain true and correct on the Closing Date; and (iv) an opinion of legal counsel for Buyer, in form and substance reasonably satisfactory to Sellers, to the effect that (A) this Agreement has been duly authorized by Buyer by all necessary corporate proceedings (including any appropriate action by the stockholders and directors of Buyer) and is valid and enforceable against Buyer in accordance with its terms (except for effect of bankruptcy, insolvency, reorganization, moratorium, and conditions set forth hereinother similar laws affecting creditors' rights generally) and (B) Buyer has full corporate power and authority to consummate the transactions contemplated by this Agreement. (d) The Sellers shall deliver to the Buyer a Non-Compete Agreement in the form attached hereto as Schedule N. (e) From time to time, at the Buyer's request, whether at or after the Closing, and without further consideration, the Sellers shall execute and deliver such further instruments of conveyance, assignment, or transfer, and take such other action, as the Buyer may reasonably require, to convey, transfer, or assign any of the Acquired Assets to the Buyer, including but not limited to, any further conveyances, assignments and transfers as may be necessary to transfer to Buyer all of Sellers' right, title and interest in and to the technology used or held by them in connection with the operation of the Business and such actions as may be necessary to put Buyer in possession of all documents in Sellers' possession which embody such technology. (f) The Sellers and the Buyer shall each pay one half all sales, use, stamp, transfer, and documentary taxes, if any, payable in connection with the transactions contemplated by this Agreement.

Closing. (a) In accordance with the terms and The closing is subject to the conditions of this Agreement, the closing of the transaction contemplated by Section 1 (the “Closing”) shall take place promptly following the Second Effective Time. At the Closingterms: (i) Subject to the Aggregate Repurchase Price being greater than $0.00, Parent shall deliver (or cause to be delivered) to the Holder an amount in cash, by wire transfer of immediately available funds to an account designated by the Holder in writing no later than five (5) Business Days prior to the Closing, equal to (x) the Aggregate Repurchase Price, minus (y) the Holder Expense Amount; and (ii) the Holder shall deliver (or cause to be delivered): (1) the Repurchase Shares (along with any applicable instruments of transfer, including stock powers and letters of transmittal, as applicable) in book entry form to Parent or to a custodian designated by Parent prior to the Closing; (2) a validly executed IRS Form W-9; (3) a completed copy Payment of the Tax Certification Form attached hereto as Exhibit A; and (4) such documents or instruments required by the Company’s transfer agent. (b) The Closing shall be subject to the conditions that, on the Closing Date: (i) all of the conditions set forth in Article VIII of the Merger Agreement (including the condition set forth in Section 8.2(g) of the Merger Agreement) shall have been satisfied or waived (other than those conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or waiver thereof in accordance with the terms of the Merger Agreement), the Mergers shall have been consummated and the Second Effective Time shall have occurredCash Consideration; (ii) Parent Issuance of the shares of Common Stock of the Purchaser constituting the Equity Consideration; (iii) Completion of Purchaser's due diligence review of Seller and the Battery Brain Product to its full satisfaction, which shall be in its sole and absolute discretion; (iv) Approval of the Transaction by the boards of directors of Purchaser and Seller; (v) Purchaser shall have received equity investments of not less than $900,000, which shall be invested in the PIPE Investment Amountdevelopment and marketing of the Battery Brain Product; (vi) There shall be no injunctions, restraints or lawsuits against the consummation of the Transaction or limiting Purchaser's rights or use of the Assets; (vii) Receipt of any and all consents and approvals for the consummation of the Transaction; and (iiiviii) Execution and delivery of documentation appropriate for the Transaction in form and substance mutually acceptable to both parties, containing customary terms, representations, conditions, covenants and indemnities for a transaction of this nature, including, without limitation, the negotiation, execution and delivery of a definitive purchase agreement (x) the "Purchase Agreement"), and the execution and filing with respect the proper authorities by Seller of any and all documents necessary to Parenteffect the transfer of Seller's Intellectual Property to Purchaser. Subject to the forgoing, all representations and warranties it is the intent of the Holder contained in this Agreement shall be true and correct in all material respects 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 Merger Agreement), except for, in each case, inaccuracies in the representations and warranties of the Holder which would not preclude the ability of the Holder to consummate the transactions contemplated hereby, and consummation of the Closing shall constitute a reaffirmation by the Holder of each of the representations, warranties and agreements of the Holder contained in this Agreement as of the Closing Date; and (y) parties that definitive documentation with respect to the Holder, all representations and warranties of Parent contained transactions contemplated in this Agreement Letter of Intent shall be true executed and correct in delivered within 30 days from the date hereof and the parties shall use their best efforts to achieve same. The Purchaser agrees that within 10 days from the date this Agreement is executed and delivered by all material respects as the parties, the Purchaser shall advance an aggregate amount of $100,000 plus $20,000 towards payment of the Closing Date (except with respect Cash Consideration. If the transactions contemplated herein are terminated by either party, said sum shall automatically be deemed as a loan from Purchaser to such representations Seller, and warranties which speak as to an earlier date, which representations and warranties shall be true due and correct in all material respects at and as of such date, except for changes after payable not less than 15 days from the date of this Agreement which are contemplated or expressly permitted by this Agreement or the Merger Agreement), except for, in each case, inaccuracies in the representations and warranties of Parent which would not preclude the ability of Parent to consummate Repurchase, and consummation of the Closing shall constitute a reaffirmation by Parent of each of the representations, warranties and agreements of Parent contained in this Agreement as of the Closing Datesuch termination. (c) At the Closing, the parties hereto shall execute and deliver such additional documents and take such additional actions as the parties reasonably may deem to be practical and necessary in order to consummate the transactions contemplated by this Agreement, on the terms and conditions set forth herein.

Closing. In addition to the requirements set forth in Sections 3.1 and 3.3, the obligation of each Bank to make a Loan is subject to the satisfaction (or waiver in accordance with Section 9.5 with the consent of each Loan Party) of the following conditions on or prior to the initial Borrowing: (a) In receipt by the Administrative Agent of an opinion of the General Counsel of the Borrower, substantially in the form of Exhibit C hereto, and covering such other matters relating to the Loan Parties, the Loan Documents and the Transactions as the Administrative Agent or Required Banks may reasonably request; (b) consummation of the Initial Transactions in accordance with the terms and subject to the conditions of this Agreementthe Initial Transaction Documents, and the closing receipt by the Administrative Agent of a certificate, dated the Merger Date and signed by the chief executive officer or the chief financial officer of the transaction contemplated by Section 1 (the “Closing”) shall take place promptly following the Second Effective Time. At the Closing: Borrower, (i) Subject certifying that the representations and warranties contained in Section 4.9 are true and correct and that no Default has occurred or is continuing, (ii) certifying, to the Aggregate Repurchase Price being greater than $0.00best knowledge of such officer, Parent shall deliver (or cause to be delivered) that the consummation of the Initial Transactions will not have any immediate adverse tax consequences to the Holder an amount Borrower and its Subsidiaries taken as a whole, and (iii) attaching a true, complete and correct copy of each Initial Transaction Document (including, without limitation, (A) a certificate of merger filed in, and certified by, the Secretary of State of Ohio reflecting the consummation of the ▇▇▇▇ Merger, (B) a certificate of merger filed in, and certified by, the Secretary of State of Delaware reflecting the consummation of the Westvaco Merger, (C) the amended Articles of Incorporation of the Borrower filed in, and certified by, the Secretary of State of Delaware after giving effect to the Initial Transactions, and (D) the By-laws of the Borrower as in casheffect on the Merger Date, by wire transfer of immediately available funds to an account designated certified as such by the Holder in writing no later than five (5) Business Days prior Secretary or Assistant Secretary of the Borrower after giving effect to the ClosingInitial Transactions), equal which in each case shall be in form and substance satisfactory to the Administrative Agent; (xc) receipt by the Aggregate Repurchase PriceAdministrative Agent of all documents it may reasonably request relating to the Initial Transactions, minus (y) the Holder Expense Amountexistence of the Guarantors, their corporate authority or the validity of the Guaranty Agreement, and any other matters relevant hereto or thereto, all in form and substance satisfactory to the Administrative Agent; and (iid) the Holder shall deliver (or cause to be delivered): (1) fact that any amounts outstanding under the Repurchase Shares (along Prior Credit Agreements, together with any applicable instruments of transferaccrued interest and fees thereunder, including stock powers and letters of transmittal, as applicable) in book entry form to Parent or to a custodian designated by Parent prior to the Closing; (2) a validly executed IRS Form W-9; (3) a completed copy of the Tax Certification Form attached hereto as Exhibit A; and (4) such documents or instruments required by the Company’s transfer agent. (b) The Closing shall be subject to the conditions that, on the Closing Date: (i) all of the conditions set forth in Article VIII of the Merger Agreement (including the condition set forth in Section 8.2(g) of the Merger Agreement) shall have been satisfied or waived (other than those conditions that by their terms are paid in full, and all commitments to be satisfied at the Closing, but subject to the satisfaction or waiver thereof in accordance with the terms of the Merger Agreement), the Mergers extend credit thereunder shall have been consummated and the Second Effective Time shall have occurredterminated; (ii) Parent shall have received the PIPE Investment Amount; and (iii) (x) with respect to Parent, all representations and warranties of the Holder contained in this Agreement shall be true and correct in all material respects 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 Merger Agreement), except for, in each case, inaccuracies in the representations and warranties of the Holder which would not preclude the ability of the Holder to consummate the transactions contemplated hereby, and consummation of the Closing shall constitute a reaffirmation by the Holder of each of the representations, warranties and agreements of the Holder contained in this Agreement as of the Closing Date; and (y) with respect to the Holder, all representations and warranties of Parent contained in this Agreement shall be true and correct in all material respects 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 Merger Agreement), except for, in each case, inaccuracies in the representations and warranties of Parent which would not preclude the ability of Parent to consummate Repurchase, and consummation of the Closing shall constitute a reaffirmation by Parent of each of the representations, warranties and agreements of Parent contained in this Agreement as of the Closing Date. (c) At the Closing, the parties hereto shall execute and deliver such additional documents and take such additional actions as the parties reasonably may deem to be practical and necessary in order to consummate the transactions contemplated by this Agreement, on the terms and conditions set forth herein.

Closing. (a) In accordance with the terms and subject to the conditions of 9.1 The Closing under this Agreement, the closing of the transaction contemplated by Section 1 (the “Closing”) Agreement shall take place promptly following at a mutually agreed upon location upon five (5) days prior written notice from AcuBid to Seller or at such other time and place as mutually may be agreed upon by the Second Effective Timeparties hereto; provided, however, that the Closing shall take place no later than August 31, 2000. At The time and date of the Closing:Closing is referred to in this Agreement as the "Closing Date". (i) Subject to a. On the Aggregate Repurchase Price being greater than $0.00Closing Date, Parent Seller and JDI shall deliver (or cause to be delivereddelivered to AcuBid and Acquisition Corp. the following: i. Certificates representing all of the shares of JDI Stock to be acquired by Acquisition Corp. hereunder, registered in the name of Acquisition Corp; ii. The certificates, executed by JDI, referred to in paragraphs 8.1 (c) and 8.2; iii. The opinion of counsel for Seller referred to in paragraph 8.3; iv. Such other documents and instruments as reasonably may be requested by, and in form and substance satisfactory to, counsel for AcuBid and Acquisition Corp.; b. On the Holder an amount Closing Date, AcuBid and/or Acquisition Corp. shall deliver to Seller the following: i. Stock certificates registered in cashthe name of Seller and Zilkha, if applicable, representing the number of shares of AcuBid Common Stock to be received by wire transfer each hereunder: ii. The certificates of immediately available funds the respective Presidents of AcuBid and Acquisition Corp. referred to an account designated by in Article VII; iii. An opinion of counsel for AcuBid and Acquisition Corp. referred to in paragraph 7.8; iv. Certified copies of resolutions referred to in paragraph 7.2; v. Corporate and tax good standing certificates of AcuBid and Acquisition Corp from the Holder respective jurisdiction in writing no later than five (5) Business Days prior which they are incorporated or transact business; vi. Certified copies of the Articles of Incorporation and Bylaws of AcuBid and Acquisition Corp; vii. The written resignation of the directors of AcuBid and Acquisition Corp and all documents necessary to elect or appoint the Closingappropriate individuals to such positions in accordance with this Agreement, equal all as provided in Section 7.10; viii. All documents necessary or appropriate to (x) change the Aggregate Repurchase Price, minus (y) the Holder Expense Amountauthorized signatories of AcuBid's and Acquisition Corp's bank accounts and to otherwise take possession and full operational control of AcuBid and Acquisition Corp and their respective assets; and (ii) the Holder shall deliver (or cause to ix. Such other documents and instruments as reasonably may be delivered): (1) the Repurchase Shares (along with any applicable instruments of transfer, including stock powers and letters of transmittal, as applicable) in book entry form to Parent or to a custodian designated by Parent prior to the Closing; (2) a validly executed IRS Form W-9; (3) a completed copy of the Tax Certification Form attached hereto as Exhibit A; and (4) such documents or instruments required by the Company’s transfer agent. (b) The Closing shall be subject to the conditions that, on the Closing Date: (i) all of the conditions set forth in Article VIII of the Merger Agreement (including the condition set forth in Section 8.2(g) of the Merger Agreement) shall have been satisfied or waived (other than those conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or waiver thereof in accordance with the terms of the Merger Agreement), the Mergers shall have been consummated and the Second Effective Time shall have occurred; (ii) Parent shall have received the PIPE Investment Amount; and (iii) (x) with respect to Parent, all representations and warranties of the Holder contained in this Agreement shall be true and correct in all material respects 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 Merger Agreement), except for, in each case, inaccuracies in the representations and warranties of the Holder which would not preclude the ability of the Holder to consummate the transactions contemplated herebyrequested by, and consummation of in form and substance satisfactory to, counsel for the Closing shall constitute a reaffirmation by the Holder of each of the representations, warranties and agreements of the Holder contained in this Agreement as of the Closing Date; and (y) with respect to the Holder, all representations and warranties of Parent contained in this Agreement shall be true and correct in all material respects 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 Merger Agreement), except for, in each case, inaccuracies in the representations and warranties of Parent which would not preclude the ability of Parent to consummate Repurchase, and consummation of the Closing shall constitute a reaffirmation by Parent of each of the representations, warranties and agreements of Parent contained in this Agreement as of the Closing DateSeller. (c) At the Closing, the parties hereto shall execute and deliver such additional documents and take such additional actions as the parties reasonably may deem to be practical and necessary in order to consummate the transactions contemplated by this Agreement, on the terms and conditions set forth herein.

Closing. (a) In accordance with Subject to the terms and subject to the conditions of this Agreement, the closing on the assignment and transfer of the transaction Contracts contemplated by Section 1 hereby (the “"Closing”") shall take place promptly following on a date (the Second Effective Time. At "Closing Date") within ten (10) business days after the Closing: receipt of the Material Consents (ias defined below) Subject to at such time and place as the Aggregate Repurchase Price being greater than $0.00Seller and the Purchaser may mutually agree in writing; provided, Parent shall deliver (or cause to be delivered) to the Holder an amount in cashhowever, by wire transfer of immediately available funds to an account designated by the Holder in writing no later than five (5) Business Days that, prior to the Closing, equal to (x) the Aggregate Repurchase Price, minus (y) the Holder Expense Amount; and (ii) the Holder shall deliver (or cause to be delivered): (1) the Repurchase Shares (along with any applicable instruments of transfer, including stock powers and letters of transmittal, as applicable) in book entry form to Parent or to a custodian designated by Parent prior to the Closing; (2) a validly executed IRS Form W-9; (3) a completed copy of the Tax Certification Form attached hereto as Exhibit A; and (4) such documents or instruments required by the Company’s transfer agent. (b) The Closing shall be subject to the conditions that, on the Closing Date: (i) all of the conditions set forth in Article VIII Articles V and VI of the Merger this Agreement (including the condition set forth in Section 8.2(g) of the Merger Agreement) shall have been satisfied or waived in writing by the party entitled to claim the benefit thereof. (other than those conditions that by their terms are to be satisfied at b) At the Closing, but the Seller shall deliver, or cause to be delivered, to the Purchaser the following (collectively, the "Seller Closing Deliveries"): (i) a copy of the resolutions of the Board of Directors of the Seller, certified by its Secretary, authorizing, subject to the satisfaction or waiver thereof approval of the shareholders of the Seller, the execution, delivery and performance of this Agreement and the other instruments and documents required to be executed and delivered by it in connection herewith (collectively, the "Seller Related Documents") and, subject to the approval of the Seller's shareholders, authorizing the assignment and transfer contemplated hereby and thereby (the "Transaction"); (ii) a copy of the minutes of the meeting of the shareholders of the Seller, certified by the Secretary of the Seller, authorizing the execution, delivery and performance of this Agreement and the other Seller Related Documents and the consummation of the Transaction; (iii) evidence of all required governmental and regulatory approvals, including, without limitation, any approvals (the "Material Consents") of the Commissioner of Health and Senior Services and the Commissioner of Banking and Insurance of the State of New Jersey (collectively, the "Regulatory Agencies"), required in connection with: (A) the execution and delivery of this Agreement and the other Seller Related Documents; (B) the consummation of the Transaction; and (C) the assignment and transfer to the Purchaser of the Contracts; in each case in form reasonably satisfactory to the Purchaser (collectively, the "Regulatory Approvals"); (iv) the assignment by the Seller to the Purchaser of all of the Seller's right, title and interest in the Contracts, and the assumption by the Purchaser of all of the Seller's liabilities arising after Closing under the Contracts in accordance with the terms of an Assignment and Assumption Agreement substantially in the Merger Agreement), the Mergers shall have been consummated form of Exhibit 3 attached hereto and the Second Effective Time shall have occurredmade a part hereof; (iiv) Parent shall have received the PIPE Investment Amountcertificate referred to in Section 5.1 below; and (iiivi) (x) with respect to Parent, all representations and warranties copies of the Holder contained in this Agreement shall be true Certificate of Incorporation and correct in all material respects amendments thereto, as recorded, and the corporate by-laws and all amendments thereto, of Seller, certified by its Secretary; and a good standing certificate of the Closing Date Seller dated no earlier than twenty (except with respect 20) days prior 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 Merger Agreement), except for, in each case, inaccuracies in the representations and warranties of the Holder which would not preclude the ability of the Holder to consummate the transactions contemplated hereby, and consummation of the Closing shall constitute a reaffirmation by the Holder of each of the representations, warranties and agreements of the Holder contained in this Agreement as of the Closing Date; and (y) with respect to the Holder, all representations and warranties of Parent contained in this Agreement shall be true and correct in all material respects 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 Merger Agreement), except for, in each case, inaccuracies in the representations and warranties of Parent which would not preclude the ability of Parent to consummate Repurchase, and consummation of the Closing shall constitute a reaffirmation by Parent of each of the representations, warranties and agreements of Parent contained in this Agreement as of the Closing Date. (c) At the Closing, the parties hereto Purchaser, Medigroup and BCBSNJ shall execute deliver to the Seller all of the following (collectively, the "Purchaser Closing Deliveries"): (i) the Purchase Price in the manner set forth above; (ii) copies of resolutions of the Boards of Directors of each of the Purchaser, Medigroup and deliver such additional BCBSNJ, certified by their respective secretaries or other authorized representatives, authorizing the execution, delivery and performance of this Agreement and the other instruments and documents and take such additional actions as the parties reasonably may deem required to be practical executed and necessary delivered by any of the Purchaser, Medigroup and BCBSNJ in order connection herewith (collectively, the "Purchaser Related Documents") and authorizing the consummation of the Transaction; (iii) evidence of the appointment by BCBSNJ of two (2) physicians selected by the Seller or the Foundation (as defined below) to consummate BCBSNJ's Medical Policy Committee and of one (1) physician selected by the transactions contemplated Seller or the Foundation to BCBSNJ's Professional Advisory Committee; (iv) evidence of the appointment by this Agreementthe Purchaser of two (2) physicians selected by the Seller or the Foundation to the Purchaser's Quality Improvement Committee and of two (2) physicians selected by the Seller or the Foundation to such committee's subcommittees on Clinical Issues, Credentialing and Grievance/Appeals; (v) evidence of the appointment by the Purchaser to its Panel of Independent Medical Examiners of two (2) physicians selected by the Seller or the Foundation (meeting the Purchaser's applicable credentialing requirements) for each specialty represented on such panel; (vi) evidence of the terms appointment by Medigroup's shareholder of one (1) physician selected from a slate of at least three (3) physicians presented by the Seller or the Foundation to the Board of Directors of Medigroup for a minimum term of three (3) years; (vii) the certificate referred to in Section 6.1 below; (viii) copies of the Certificate of Incorporation and conditions set forth hereinall amendments thereto, as recorded, and the corporate by-laws and all amendments thereto, of each of the Purchaser, Medigroup and BCBSNJ, certified by their respective Secretaries; and a good standing certificate of each of the Purchaser, Medigroup and BCBSNJ dated no earlier than twenty (20) days prior to the Closing Date; (ix) a certificate of the Purchaser, as manager, certifying the number of health maintenance organization members enrolled in the Plan as of the Closing Date; and (x) a proposal from the Purchaser regarding a product to be offered by Princeton Medical Management, LLC ("Princeton") that, in the reasonable determination of the Purchaser and the Seller, is generally consistent with the type of product intended to be offered by Princeton, or which constitutes a satisfactory alternative product.

Closing. (a) In accordance with Subject to the terms and subject to the conditions of this Agreement, the closing of the transaction transactions contemplated by Section 1 hereby (the “Closing”) shall take place promptly at 10:00 a.m., Eastern time, at the offices of Freshfields Bruckhaus ▇▇▇▇▇▇▇▇ US LLP, by videoconference or via electronic exchange of documents and related counterparts, (i) on the first (1st) Business Day of the month immediately following the Second Effective Timedate that is the fifth (5th) Business Day after the last of the conditions to Closing set forth in Article 7 has been satisfied or waived in writing (other than any conditions that by their nature are to be satisfied at the Closing, it being understood that the occurrence of the Closing shall remain subject to the satisfaction or waiver in writing of such conditions at the Closing), or (ii) on such other date or at such other time or place as Buyer and Seller may mutually agree in writing. The date on which the Closing is actually held is referred to herein as the “Closing Date”. The Closing will be deemed effective as of 12:00:01 a.m., São Paulo time, on the Closing Date for tax and accounting purposes. (b) At the Closing: (i) Subject to the Aggregate Repurchase Price being greater than $0.00, Parent Buyer shall deliver to Seller: (or cause A) the Closing Payment, as determined pursuant to be delivered) to the Holder an amount in cashSection 2.3(c), by one or more wire transfer transfers of immediately available funds to an account or accounts of Seller in Brazil designated by the Holder in writing no later than by Seller to Buyer at least five (5) Business Days prior to the Closing, equal to Closing Date; (xB) the Aggregate Repurchase Pricecertificate contemplated by Section 7.3(c); (C) a counterpart of each Ancillary Agreement to which Buyer or any of its Affiliates is a party, minus (y) the Holder Expense Amountduly executed on behalf of Buyer or such Affiliates; and (ii) the Holder shall deliver (or cause to be delivered): (1) the Repurchase Shares (along with any applicable instruments of transfer, including stock powers and letters of transmittal, as applicable) in book entry form to Parent or to a custodian designated by Parent prior to the Closing; (2) a validly executed IRS Form W-9; (3) a completed copy of the Tax Certification Form attached hereto as Exhibit A; and (4D) such other documents or instruments required by the Company’s transfer agent. (b) The Closing shall be subject to the conditions that, on the Closing Date: (i) all of the conditions set forth in Article VIII of the Merger Agreement (including the condition set forth in Section 8.2(g) of the Merger Agreement) shall have been satisfied as Seller reasonably requests and are reasonably necessary or waived (other than those conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or waiver thereof in accordance with the terms of the Merger Agreement), the Mergers shall have been consummated and the Second Effective Time shall have occurred; (ii) Parent shall have received the PIPE Investment Amount; and (iii) (x) with respect to Parent, all representations and warranties of the Holder contained in this Agreement shall be true and correct in all material respects 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 Merger Agreement), except for, in each case, inaccuracies in the representations and warranties of the Holder which would not preclude the ability of the Holder to consummate the transactions contemplated hereby, and consummation of the Closing shall constitute a reaffirmation by the Holder of each of the representations, warranties and agreements of the Holder contained in this Agreement as of the Closing Date; and (y) with respect to the Holder, all representations and warranties of Parent contained in this Agreement shall be true and correct in all material respects 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 Merger Agreement), except for, in each case, inaccuracies in the representations and warranties of Parent which would not preclude the ability of Parent to consummate Repurchase, and consummation of the Closing shall constitute a reaffirmation by Parent of each of the representations, warranties and agreements of Parent contained in this Agreement as of the Closing Date. (c) At the Closing, the parties hereto shall execute and deliver such additional documents and take such additional actions as the parties reasonably may deem to be practical and necessary in order advisable to consummate the transactions contemplated by this Agreement. (ii) Seller shall deliver to Buyer: (A) three (3) counterparts of an Amendment to the Company’s Articles of Association (“Closing AAO”), reflecting the transfer of the Quotas from the Seller to the Buyer, free and clear of all Encumbrances; (B) the certificate contemplated by Section 7.2(c); (C) a counterpart of the relevant executed forms concerning the filing of the Closing AAO before the Board of Trade of the State of São Paulo and the Brazilian Federal Revenue; (D) if requested by Buyer no later than ten (10) days prior to the Closing Date, two (2) counterparts of the ad negotia power of attorney to be granted on the terms Closing Date by each Acquired Company to representatives appointed by Buyer; provided, that Seller shall not be liable to any Acquired Company for appointing any such attorneys in fact requested by Buyer; (E) if requested by Buyer no later than ten (10) days prior to the Closing Date, a duly executed resignation letter of any of the Acquired Companies’ officers or directors; (F) a counterpart of each Ancillary Agreement to which Seller or any of its Affiliates is a party, duly executed on behalf of Seller or such Affiliate; and (G) such other documents or instruments as Buyer reasonably requests and conditions are reasonably necessary or advisable to consummate the transactions contemplated by this Agreement. (c) For purposes of determining the amount of cash to be paid by Buyer to Seller at the Closing pursuant to Section 2.3(b)(i)(A), at least five (5) Business Days prior to the anticipated Closing Date, Seller shall prepare and deliver to Buyer a written report (the “Closing Date Report”) setting forth in reasonable detail Seller’s good-faith estimate of (i) Closing Net Debt Amount (“Estimated Net Debt Amount”), (ii) Closing Net Working Capital (“Estimated Working Capital”) and (iii) the Closing Payment. The “Closing Payment” shall mean the amount equal to (A) R$1,106,962,628.00, plus (B) an amount in Reais equal to $198,312,541.00 converted into Reais at the Applicable Exchange Rate on the Closing Date, plus (C) the Estimated Net Debt Amount, plus (D) the Estimated Working Capital Adjustment Amount. For illustrative purposes only, Exhibit F sets forth sample calculations of Closing Net Debt and Closing Working Capital, in each case, as of December 31, 2020. Seller agrees that it shall prepare such statement in accordance with, as applicable, the definitions of “Closing Net Debt Amount”, “Closing Net Working Capital” and the “Closing Payment” and other applicable definitions set forth herein, and Seller shall deliver together with such statement any supporting documentation and additional information as may be reasonably requested by Buyer with respect to the amounts set forth therein. During the period following delivery of the Closing Date Report until the Purchase Price is finally determined in accordance with Section 2.4, at the request of Buyer, Seller will, and will cause its Subsidiaries to, provide Buyer and its Representatives, upon reasonable advance notice, reasonable access during normal business hours to all relevant personnel, Representatives of Seller and, prior to the Closing, the Acquired Companies, books and records of Seller and, prior to the Closing, the Acquired Companies, and other items reasonably requested by Buyer in connection with Buyer’s review of the Closing Date Report. Seller shall consider in good faith any comments to the Closing Date Report provided by Buyer prior to the Closing.

Closing. 4.1 Subject to the satisfaction (or waiver pursuant to Clauses 3.2 and 3.3) of the Conditions set out in Clause 3.1, Closing shall take place on a date as the Parties may mutually agree in writing (the “Closing Date”). 4.2 At or before Closing: (a) In accordance with the terms and subject Vendor shall deliver to the conditions of this Agreement, the closing of the transaction contemplated by Section 1 (the “Closing”) shall take place promptly following the Second Effective Time. At the ClosingEscrow Agent: (i) Subject the share certificates representing the Sale Shares or an indemnity, in a form reasonably acceptable to the Aggregate Repurchase Price being greater than $0.00Buyer, Parent for any lost certificates; (ii) duly executed instrument of transfer in favour of the Buyer in respect of the Sale Shares; (iii) duly executed sold note in favour of the Buyer in respect of the Sale Shares; (iv) a cheque in favour of “The Government of the Hong Kong Special Administrative Region” on account of the Vendor’s share of the Hong Kong stamp duty in the amount of HK$40,562.5 payable by the Vendor upon the sale and purchase of the Sale Shares; (v) certified copy of the resolutions of the Board of Directors of the Vendor authorising the entry into and execution of this Agreement, and approving all matters contemplated under this Agreement; (vi) certified copy of the resolutions of the Board of Directors of the Company approving the transfer of the Sale Shares as contemplated under this Agreement; (vii) the Deed of Adherence duly executed by R▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Limited; and (b) the Buyer shall deliver (or cause to be delivered) to the Holder an amount in cash, by wire Escrow Agent: (i) the instrument of transfer of immediately available funds to an account designated duly executed by the Holder Buyer in writing no later than five (5) Business Days prior to respect of the Closing, equal to (x) the Aggregate Repurchase Price, minus (y) the Holder Expense Amount; andSale Shares; (ii) the Holder shall deliver (or cause to be delivered): (1) bought note duly executed by the Repurchase Shares (along with any applicable instruments of transfer, including stock powers and letters of transmittal, as applicable) Buyer in book entry form to Parent or to a custodian designated by Parent prior to the Closing; (2) a validly executed IRS Form W-9; (3) a completed copy respect of the Tax Certification Form attached hereto as Exhibit A; and (4) such documents or instruments required by the Company’s transfer agent. (b) The Closing shall be subject to the conditions that, on the Closing Date: (i) all of the conditions set forth in Article VIII of the Merger Agreement (including the condition set forth in Section 8.2(g) of the Merger Agreement) shall have been satisfied or waived (other than those conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or waiver thereof in accordance with the terms of the Merger Agreement), the Mergers shall have been consummated and the Second Effective Time shall have occurred; (ii) Parent shall have received the PIPE Investment AmountSale Shares; and (iii) (x) with respect to Parent, all representations and warranties certified copy of the Holder contained in this Agreement shall be true and correct in all material respects as resolutions 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 Board of such date, except for changes after the date of this Agreement which are contemplated or expressly permitted by this Agreement or the Merger Agreement), except for, in each case, inaccuracies in the representations and warranties Directors of the Holder which would not preclude Buyer authorising the ability entry into and execution of the Holder to consummate the transactions contemplated hereby, and consummation of the Closing shall constitute a reaffirmation by the Holder of each of the representations, warranties and agreements of the Holder contained in this Agreement as of the Closing Date; and (y) with respect to the Holder, all representations and warranties of Parent contained in this Agreement shall be true and correct in all material respects 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 Merger Agreement), except for, in each case, inaccuracies in the representations and warranties of Parent which would not preclude the ability of Parent to consummate Repurchase, and consummation of the Closing shall constitute a reaffirmation by Parent of each of the representations, warranties and agreements of Parent contained in this Agreement as of the Closing Date. (c) At the Closing, the parties hereto shall execute and deliver such additional documents and take such additional actions as the parties reasonably may deem to be practical and necessary in order to consummate the transactions contemplated by this Agreement, on the terms and conditions set forth hereinapproving all matters contemplated under this Agreement.

Closing. (a) In accordance with the terms and subject to the conditions of this Agreement, the closing of the transaction contemplated by Section 1 (the “Closing”) shall The Closing will take place promptly following at the Second Effective Timeoffices of Brya▇ ▇▇▇▇ ▇▇▇, One Metropolitan Square, 211 ▇. ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇. ▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇ 10:00 A.M. local time, on the Closing Date. At the Closing: , Purchaser will pay to Sellers an amount (the "Closing Date Payment") equal to (x) Sellers' good faith estimate of the Final Tangible Net Worth, which shall be set forth on a balance sheet of the Business as of the Closing Date, which shall be prepared by Sellers and derived from and supported by the April 30 Balance Sheet (a copy of which has previously been provided to Purchaser), less (y) the sum of (i) Subject to the Aggregate Repurchase Price being greater than $0.00, Parent shall deliver Deposit Amount and (or cause to be deliveredii) to the Holder an amount in cashapplicable Discount Amount, by wire transfer of immediately available funds to an the account designated by of Sellers listed in Section 10.01. In addition, the Holder Escrow Agent will pay the Deposit Amount to Sellers. Simultaneously, (a) Sellers will assign and transfer to Purchaser all of their right, title and interest in writing no later than five (5) Business Days prior and to the ClosingAssets (in each case free and clear of all Liens, equal other than Permitted Liens) by delivery of (i) special warranty deeds in proper statutory form for recording the conveyance of title to (x) the Aggregate Repurchase PriceOwned Real Property to Purchaser, minus (y) the Holder Expense Amount; and and (ii) the Holder shall deliver (or cause to be delivered): (1) the Repurchase Shares (along with any applicable such other good and sufficient instruments of conveyance, assignment and transfer, including stock powers in form and letters of transmittalsubstance reasonably acceptable to Purchaser's counsel, as applicable) shall be effective to vest in book entry form to Parent or to a custodian designated by Parent prior Purchaser good title to the Closing; other Assets (2the instruments referred to in clauses (i) a validly executed IRS Form W-9; and (3ii) a completed copy of being collectively referred to herein as the Tax Certification Form attached hereto as Exhibit A; and (4) such documents or instruments required by the Company’s transfer agent. "Assignment Instruments"), (b) The Closing shall be subject to Purchaser will assume from Sellers the conditions thatdue payment, on the Closing Date: (i) all performance and discharge of the conditions set forth Assumed Liabilities by delivery of such good and sufficient instruments of assumption, in Article VIII of form and substance reasonably acceptable to Sellers' counsel (the Merger Agreement (including the condition set forth in Section 8.2(g) of the Merger Agreement) shall have been satisfied or waived (other than those conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or waiver thereof in accordance with the terms of the Merger Agreement"Assumption Instruments"), the Mergers shall have been consummated and the Second Effective Time shall have occurred; (ii) Parent shall have received the PIPE Investment Amount; and (iii) (x) with respect to Parent, all representations and warranties of the Holder contained in this Agreement shall be true and correct in all material respects 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 Merger Agreement), except for, in each case, inaccuracies in the representations and warranties of the Holder which would not preclude the ability of the Holder to consummate the transactions contemplated hereby, and consummation of the Closing shall constitute a reaffirmation by the Holder of each of the representations, warranties and agreements of the Holder contained in this Agreement as of the Closing Date; and (y) with respect to the Holder, all representations and warranties of Parent contained in this Agreement shall be true and correct in all material respects 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 Merger Agreement), except for, in each case, inaccuracies in the representations and warranties of Parent which would not preclude the ability of Parent to consummate Repurchase, and consummation of the Closing shall constitute a reaffirmation by Parent of each of the representations, warranties and agreements of Parent contained in this Agreement as of the Closing Date. (c) Sellers, Purchaser and Sellers' parent, The Fortress Group, Inc., ("Fortress") shall enter into a transition services agreement, substantially in the form of Exhibit B hereto, governing the provision by Sellers to Purchaser of management information and other services for the periods contemplated therein (the "Transition Agreement"). At the Closing, there shall also be delivered to Sellers and Purchaser the parties hereto shall execute certificates and deliver such additional other contracts, documents and take such additional actions as the parties reasonably may deem instruments required to be practical and necessary in order to consummate the transactions contemplated by this Agreement, on the terms and conditions set forth herein.delivered under Article V.

Closing. (a) In accordance with the terms The transfers and subject deliveries to the conditions of be made pursuant to this Agreement, the closing of the transaction contemplated by Section 1 Agreement (the “"Closing”") shall take place promptly following at the Second Effective Timeoffices of Buyer's counsel at ▇ ▇.▇. At ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, on the Closing: (i) Subject to the Aggregate Repurchase Price being greater than $0.00, Parent shall deliver (or cause to be delivered) to the Holder an amount in cash, by wire transfer of immediately available funds to an account designated by the Holder in writing no later than date that is five (5) Business Days prior business days after all conditions are satisfied (the "Closing Date"), or on such other date and at such other place as may be agreed to by the Closing, equal to (x) the Aggregate Repurchase Price, minus (y) the Holder Expense Amount; and (ii) the Holder shall deliver (or cause parties. All proceedings to be delivered): (1) taken and all documents to be executed at the Repurchase Shares (along with any applicable instruments of transferClosing shall be deemed to have been taken, including stock powers delivered and letters of transmittalexecuted simultaneously, as applicable) in book entry form to Parent and no proceeding shall be deemed taken nor documents deemed executed or to a custodian designated by Parent prior to the Closing; (2) a validly executed IRS Form W-9; (3) a completed copy of the Tax Certification Form attached hereto as Exhibit A; and (4) such documents or instruments required by the Company’s transfer agentdelivered until all have been taken, delivered and executed. (b) The Closing At the Closing, Seller shall be subject deliver to the conditions that, on the Closing Date: Buyer (i) all of the certificates representing the Securities together with stock powers endorsed to Seller sufficient to convey to Buyer or its permitted designee good and marketable title to the Securities free and clear of all Liens, (ii) all of the certificates representing the Company Subsidiary Securities, which Securities will be owned by the Company or Buyer's designee at Closing, free and clear of all Liens, (iii) the effective written resignations of each of the directors, and members of the Supervisory Board of the Company and the Company Subsidiaries, (iv) such other documents as may be specified, or required to satisfy the conditions set forth in Article VIII Sections 7.2 and 7.3, and (v) such other documents and instruments necessary to effectuate the transfer of the Merger Agreement (including the condition set forth in Section 8.2(g) of the Merger Agreement) shall have been satisfied or waived (other than those conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or waiver thereof in accordance with the terms of the Merger Agreement), the Mergers shall have been consummated and the Second Effective Time shall have occurred; (ii) Parent shall have received the PIPE Investment Amount; and (iii) (x) with respect to Parent, all representations and warranties of the Holder contained in this Agreement shall be true and correct in all material respects Securities 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 Merger Agreement), except for, in each case, inaccuracies in the representations and warranties of the Holder which would not preclude the ability of the Holder to consummate the transactions contemplated hereby, and consummation of the Closing shall constitute a reaffirmation by the Holder of each of the representations, warranties and agreements of the Holder contained in this Agreement as of the Closing Date; and (y) with respect to the Holder, all representations and warranties of Parent contained in this Agreement shall be true and correct in all material respects 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 Merger Agreement), except for, in each case, inaccuracies in the representations and warranties of Parent which would not preclude the ability of Parent to consummate Repurchase, and consummation of the Closing shall constitute a reaffirmation by Parent of each of the representations, warranties and agreements of Parent contained in this Agreement as of the Closing DateBuyer may reasonably request. (c) At the Closing, Buyer shall deliver to Seller (i) evidence that the parties hereto shall execute and deliver such additional documents and take such additional actions as the parties reasonably may deem Exchange Shares to be practical delivered to Seller pursuant to Section 2.2(a) have been issued to Seller, it being understood that the certificates with respect to such Exchange Shares will be delivered to Seller within ten (10) business days after the Closing Date; (ii) all cash required pursuant to Sections 2.2(a) and necessary in order (b) hereof, to consummate be paid by wire transfer of immediately available funds to such account or accounts as may be designated by Seller; and (iii) such documents as may be specified, or required to satisfy the transactions contemplated by this Agreement, on the terms and conditions set forth hereinforth, in Sections 7.2 and 7.3.

Closing. 8.1 On the Closing Date, the following events shall occur: (a) In accordance with the terms and subject to the conditions of this Agreement, the closing of the transaction contemplated by Section 1 (the “Closing”) shall take place promptly following the Second Effective Time. At the Closing: (i) Subject to the Aggregate Repurchase Price being greater than $0.00, Parent Minco shall deliver (or cause to be delivered) to the Holder an amount in cash, by wire transfer of immediately available funds to an account designated by the Holder in writing no later than five (5) Business Days prior to the Closing, equal to (x) the Aggregate Repurchase Price, minus (y) the Holder Expense Amount; and (ii) the Holder shall deliver (or cause to be delivered): (1) the Repurchase Shares (along with any applicable instruments of transfer, including stock powers and letters of transmittal, as applicable) in book entry form to Parent or to PCR a custodian designated by Parent prior to the Closing; (2) a validly executed IRS Form W-9; (3) a completed copy of the Tax Certification Form attached hereto as Exhibit A; and (4) such documents or instruments required by the Company’s transfer agent.Exchange letter of acceptance in respect to this Agreement; (b) The Closing PCR shall deliver to Minco a deed of assignment in respect to each of the PCR Agreements; (c) PCR shall deliver to Minco the Temco Shares duly endorsed for transfer, and make adequate provision for transfer of control of all corporate records, registers and documents of Temco, including the minute book and corporate seal of Temco: (d) PCR shall cause to be delivered to Minco a legal opinion from a qualified British Virgin Islands lawyer that the Temco Shares were legally created, and are fully paid and non-assessable; and that Temco has taken all necessary corporate actions to authorize and approve the transfer of the Temco Shares to Minco, and that the transfer will not breach or cause a breach of any terms of the constating documents of Temco: (e) Each of Minco and PCR shall execute and deliver to one another the Escrow Agreement; (f) Minco shall issue to PCR certificates representing the Free Trading Shares and Escrow Shares, which certificates will be endorsed with a legend indicating that they are held subject to the conditions thatone year hold period imposed by the Act and, on in the Closing Date: (i) all case of the conditions set forth in Article VIII of the Merger Agreement (including the condition set forth in Section 8.2(g) of the Merger Agreement) shall have been satisfied or waived (other than those conditions Escrow Shares, that by their terms are to such shares may only be satisfied at the Closing, but subject to the satisfaction or waiver thereof traded in accordance with the terms of the Merger Escrow Agreement), the Mergers shall have been consummated and the Second Effective Time shall have occurred; (iig) Parent Minco and PCR shall have received cause the PIPE Investment AmountShareholders Agreement (as defined by paragraph 7.1 herein), fully executed, to be delivered to one another; (h) Minco shall cause to be delivered to PCR a legal opinion from a qualified British Columbia lawyer that the Free Trading and Escrow Shares were legally created, and are fully paid and non-assessable; and that Minco has taken all necessary corporate actions to authorize the issuance of the Free Trading Escrow Shares to PCR, and that the transfer will not breach or cause a breach of any terms of the constating documents of Minco; (i) The Teck-Cominco Private Placement shall be completed; and (iiij) (x) with respect The payment by Minco to ParentPCR of PCR's third party liability as set out in Schedule "P." 9.1 Any notice, all representations direction or other instrument required or permitted to be given under this Agreement will be in writing and warranties may be given by the delivery of the Holder contained in this Agreement shall be true and correct in all material respects as same or by mailing the same by prepaid registered or certified mail or by sending the same by telegram, telex. telecommunication or other similar form 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 Merger Agreement), except forcommunication, in each case, inaccuracies in the representations and warranties of the Holder which would not preclude the ability of the Holder to consummate the transactions contemplated hereby, and consummation of the Closing shall constitute a reaffirmation by the Holder of each of the representations, warranties and agreements of the Holder contained in this Agreement case addressed as of the Closing Date; and (y) with respect to the Holder, all representations and warranties of Parent contained in this Agreement shall be true and correct in all material respects 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 Merger Agreement), except for, in each case, inaccuracies in the representations and warranties of Parent which would not preclude the ability of Parent to consummate Repurchase, and consummation of the Closing shall constitute a reaffirmation by Parent of each of the representations, warranties and agreements of Parent contained in this Agreement as of the Closing Date.follows: (ca) At the Closingif to Minco at: Minco Mining and Metals Corporation Suite 1870. 401 W. Georgia ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, the parties hereto shall execute and deliver such additional documents and take such additional actions as the parties reasonably may deem ▇.▇. ▇▇▇ ▇▇▇ ▇▇x No.: 1-604-688-8030 ▇▇tention: Mr. Peter Tsapa▇▇▇, ▇▇▇▇▇▇▇▇ & C.E.O. (b) if to be practical and necessary in order to consummate the transactions contemplated by this Agreement, on the terms and conditions set forth herein.PCR at:

Closing. (a) In accordance with All actions taken and documents delivered at the Closing shall be 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. (b) At the Closing, subject to all the terms and subject to the conditions of this Agreement, the closing of the transaction contemplated by Section 1 (the “Closing”) shall take place promptly following the Second Effective Time. At the Closing: (i) Subject to the Aggregate Repurchase Price being greater than $0.00, Parent Seller shall deliver (or cause to be delivered) to Purchaser, at the Holder an amount in cash, by wire transfer of immediately available funds to an account designated by the Holder in writing no later than five (5) Business Days prior to the Closing, equal to (x) the Aggregate Repurchase Price, minus (y) the Holder Expense Amount; and (ii) the Holder shall deliver (or cause to be delivered):Branch: (1) A 12 month lease duly executed by Seller of the Repurchase Shares (along with any applicable instruments of transferBranch's premises, including stock powers furniture, fixtures and letters equipment located at ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ at a rate of transmittal$15,000 per month, in substantially the form attached hereto as applicableExhibit 2.2(b)(1) in book entry form to Parent or to a custodian designated by Parent prior to (the Closing"Lease"); (2) a validly executed IRS Form W-9A limited warranty ▇▇▇▇ of sale, in substantially the form attached hereto as Exhibit 2.2(b)(2) (the "▇▇▇▇ of Sale"), transferring to Purchaser all of Seller's interest in the Loans; (3) a completed copy of An Assignment and Assumption Agreement, in substantially the Tax Certification Form form attached hereto as Exhibit A; and2.2(b)(3) (the "Assignment and Assumption Agreement"), assigning Seller's interest in the Safe Deposit Leases, and in the Deposit Liabilities); (4) such documents or instruments Consents from third persons that are required by to effect the Company’s transfer agent.assignments set forth in the Assignment and Assumption Agreement; (b5) The Closing shall be subject Seller's keys to the conditions that, safe deposit boxes and Seller's records related to the safe deposit box business at the Branch; (6) Seller's files and records related to and evidencing the Loans; (7) Seller's records related to the deposit accounts assumed by Purchaser; (8) Immediately available funds in the net amount shown as owing to Purchaser by Seller on the Closing Date:Statement, if any; (i9) The Coins and Currency; (10) Assignments in recordable form of the documents which collateralize the loans transferred pursuant to Section 1.4; (11) Such of the other assets to be purchased as shall be capable of physical delivery; (12) A certificate of a proper officer of Seller, dated the Effective Date, certifying to the fulfillment of all conditions which are the obligation of Seller and that all of the conditions set forth in Article VIII of the Merger Agreement (including the condition set forth in Section 8.2(g) of the Merger Agreement) shall have been satisfied or waived (other than those conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or waiver thereof in accordance with the terms of the Merger Agreement), the Mergers shall have been consummated and the Second Effective Time shall have occurred; (ii) Parent shall have received the PIPE Investment Amount; and (iii) (x) with respect to Parent, all representations and warranties of the Holder contained Seller set forth in this Agreement shall be remain true and correct in all material respects as on the Effective Date; (13) Certified copies of (A) the Articles of Incorporation and Bylaws of Seller and (B) a resolution of the Closing Date (except with respect to such representations and warranties which speak as to an earlier dateBoard of Directors of Seller, which representations and warranties shall be true and correct in all material respects at and as of such dateor its Executive Committee, except for changes after approving the date of this Agreement which are contemplated or expressly permitted by this Agreement or the Merger Agreement), except for, in each case, inaccuracies in the representations and warranties sale of the Holder which would not preclude the ability of the Holder to consummate the transactions Branch contemplated hereby, ; (14) Such certificates and other documents as Purchaser and its counsel may reasonably require to evidence the receipt by Seller of all necessary corporate and regulatory authorizations and approvals for the consummation of the Closing shall constitute a reaffirmation by the Holder of each of the representations, warranties and agreements of the Holder contained transactions provided for in this Agreement Agreement; (15) A Closing Statement, substantially in the form attached hereto as Exhibit 2.2(b)(4) (the "Closing Statement"); and (16) Seller shall prepare at its expense and deliver to Purchaser magnetic media records in Seller's field format as of the Closing Date; , which records shall contain the information related to the items described in subsections (b)(6) and (yb)(7) with respect to the Holder, all representations and warranties of Parent contained in this Agreement above. Such updated records shall be true and correct in all material respects delivered at such time after Closing as of agreed to by 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 Merger Agreement), except for, in each case, inaccuracies in the representations and warranties of Parent which would not preclude the ability of Parent to consummate Repurchase, and consummation of the Closing shall constitute a reaffirmation by Parent of each of the representations, warranties and agreements of Parent contained in this Agreement as of the Closing Dateparties. (c) At the Closing, the parties hereto shall execute and deliver such additional documents and take such additional actions as the parties reasonably may deem subject to be practical and necessary in order to consummate the transactions contemplated by this Agreement, on all the terms and conditions of this Agreement, Purchaser shall deliver to Seller: (1) The Lease duly executed by Purchaser; (2) The Assignment and Assumption Agreement; (3) A certificate and receipt acknowledging the delivery and receipt of possession of the property and records referred to in this Agreement; (4) Immediately available funds in the net amount shown as owing to Seller by Purchaser on the Closing Statement, if any; (5) A certificate of a proper officer of Purchaser, dated the Effective Date, certifying to the fulfillment of all conditions which are the obligation of Purchaser and that all of the representations and warranties of Purchaser set forth hereinin this Agreement remain true and correct in all material respects on the Effective Date; (6) Certified copies of (A) the Articles of Incorporation and Bylaws of the Purchaser and (B) a resolution by the Board of Directors, or its Executive Committee, of Purchaser approving the purchase of the Branch contemplated hereby; (7) Such certificates and other documents as Seller and its counsel may reasonably require to evidence the receipt of Purchaser of all necessary corporate and regulatory authorizations and approvals for the consummation of the transactions provided for in this Agreement; and (8) The Closing Statement. (d) All instruments, agreements and certificates described in this Section 2.2 shall be in form and substance reasonably satisfactory to the parties' respective legal counsel.

Closing. (a) In accordance with the terms and subject Subject to the conditions set forth in Article VI of this Agreement, the closing of the transaction transactions contemplated by Section 1 hereby (the “Closing”) shall take be held at 9:00 a.m., Pacific Time, on or about May 2, 2011 (the “Closing Date”), at the offices of ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇, ▇▇▇▇▇, or such other place promptly following and time as the Second Effective TimeParties may agree. Nothing herein shall preclude the Parties from Closing electronically or via conference call. (b) Immediately prior to the Closing: (i) The Ancillary Agreements shall be duly executed and delivered by the parties thereto; (ii) ▇▇▇▇ shall have entered into an employment agreement with the Company acceptable to the Purchaser substantially in the form of Exhibit B hereto; (iii) The Sellers shall each individually have entered into and delivered to the Purchaser a Lock-Up substantially in the form of Exhibit A-1 or A-2, as the case may be; (iv) ▇▇▇▇ shall provide Purchaser with satisfactory evidence that (i) all ▇▇▇▇ Promissory Notes have been converted into Common Stock or otherwise cancelled as provided in Section 1.2(c), and (ii) as of the Closing Date, the Company shall have net debt of nil; (v) The Sellers’ Representative shall cause the Company to appoint two (2) individuals designated by Purchaser to the board of directors of the Company with effect from the Closing Date; (vi) The Purchaser shall have received IRS Form W-9 or W-8, as the case may be, duly executed and completed by each Sellers; and (vii) Each of the Sellers shall deliver to the Purchaser certificates evidencing all of the Sellers’ Shares held by such Seller, duly endorsed in favor of the Purchaser, accompanied by fully executed stock powers in customary form. (c) At the Closing: (i) Subject ▇▇▇▇ will cause the Company to enter the Purchaser as owner of the Sellers’ Shares in the share register or stock ledger of the Company and cause certificates representing the Sellers’ Shares to be duly executed and delivered to the Aggregate Repurchase Price being greater than $0.00, Parent shall deliver (or cause to be delivered) to the Holder an amount in cash, by wire transfer of immediately available funds to an account designated by the Holder in writing no later than five (5) Business Days prior to the Closing, equal to (x) the Aggregate Repurchase Price, minus (y) the Holder Expense Amount; andPurchaser; (ii) the Holder The Purchaser shall deliver (or cause to be delivered): (1) the Repurchase Shares (along with any applicable instruments of transfer, including stock powers and letters of transmittal, as applicable) in book entry form to Parent or to a custodian designated by Parent prior pay to the ClosingSellers, in accordance with the Payment Instructions, the Cash Consideration as provided in Section 1.2(a) and shall issue to the Sellers the INVE Shares constituting the Share Consideration as provided in Section 1.2(b); (2) a validly executed IRS Form W-9; (3) a completed copy of the Tax Certification Form attached hereto as Exhibit A; and (4) such documents or instruments required by the Company’s transfer agent. (biii) The Closing Sellers’ Representative shall be subject deliver a certificate to the conditions that, on the Closing Date: (i) all of effect that the conditions set forth in Article VIII of Section 6.2(a) have been satisfied; (vi) The Purchaser shall execute and deliver a certificate to the Merger Agreement (including effect that the condition conditions set forth in Section 8.2(g6.1(a) of the Merger Agreement) shall have been satisfied or waived (other than those conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or waiver thereof in accordance with the terms of the Merger Agreement), the Mergers shall have been consummated and the Second Effective Time shall have occurred; (ii) Parent shall have received the PIPE Investment Amountsatisfied; and (iiivii) The Purchaser shall have received an affidavit substantially in the form attached hereto as Exhibit C. (xd) with respect to ParentFor the avoidance of doubt, the Closing has not occurred unless all representations and warranties of the Holder contained above actions in this Agreement Article VI have been duly consummated or waived. All such actions shall be true deemed to occur simultaneously and correct in all material respects as of the Closing Date (except with respect to no such representations and warranties which speak as to an earlier date, which representations and warranties actions 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 deemed to have occurred until they have been duly consummated or expressly permitted by this Agreement or the Merger Agreement), except for, in each case, inaccuracies in the representations and warranties of the Holder which would not preclude the ability of the Holder to consummate the transactions contemplated hereby, and consummation of the Closing shall constitute a reaffirmation by the Holder of each of the representations, warranties and agreements of the Holder contained in this Agreement as of the Closing Date; and (y) with respect to the Holder, all representations and warranties of Parent contained in this Agreement shall be true and correct in all material respects 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 Merger Agreement), except for, in each case, inaccuracies in the representations and warranties of Parent which would not preclude the ability of Parent to consummate Repurchase, and consummation of the Closing shall constitute a reaffirmation by Parent of each of the representations, warranties and agreements of Parent contained in this Agreement as of the Closing Datewaived. (c) At the Closing, the parties hereto shall execute and deliver such additional documents and take such additional actions as the parties reasonably may deem to be practical and necessary in order to consummate the transactions contemplated by this Agreement, on the terms and conditions set forth herein.

Closing. (a) In accordance with The closing (the terms "Closing") of the purchase and subject to sale ------- of the Shares shall be held at the offices of ▇▇▇▇▇▇ & ▇▇▇▇▇▇ L.L.P., ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, Houston, Texas at 10:00 a.m. on the third business day after the conditions to Closing set forth in Article 6 of this Agreement, Agreement shall have been satisfied or waived (or such other date as the closing of parties may mutually agree). The date on which the transaction contemplated by Section 1 (Closing occurs is referred to herein as the “Closing”) "Closing Date." All transactions at the Closing shall be deemed to take place promptly following the Second Effective Time. simultaneously. (b) At the Closing:, (i) Subject Each Seller shall deliver the certificates representing the Shares being purchased hereunder, indicating that Buyer is the registered owner thereof and dated the Closing Date. To the extent any transfer stamps are required under applicable law, each Seller shall, at its expense, obtain and affix such stamps to the Aggregate Repurchase foregoing certificates in the appropriate amounts and canceled as of the Closing Date. (ii) Buyer shall pay the Purchase Price being greater than $0.00, Parent shall deliver to each Seller (or cause to be deliveredany designee in writing of each Seller) to the Holder an amount in cash, by wire transfer of immediately available funds to an a bank account designated by the Holder each Seller in writing no not later than five (5) Business Days one business day prior to the Closing, equal to (x) the Aggregate Repurchase Price, minus (y) the Holder Expense Amount; and (ii) the Holder shall deliver (or cause to be delivered): (1) the Repurchase Shares (along with any applicable instruments of transfer, including stock powers and letters of transmittal, as applicable) in book entry form to Parent or to a custodian designated by Parent prior to the Closing; (2) a validly executed IRS Form W-9; (3) a completed copy of the Tax Certification Form attached hereto as Exhibit A; and (4) such documents or instruments required by the Company’s transfer agent. (b) The Closing shall be subject to the conditions that, on the Closing Date: (i) all of the conditions set forth in Article VIII of the Merger Agreement (including the condition set forth in Section 8.2(g) of the Merger Agreement) shall have been satisfied or waived (other than those conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or waiver thereof in accordance with the terms of the Merger Agreement), the Mergers shall have been consummated and the Second Effective Time shall have occurred; (ii) Parent shall have received the PIPE Investment Amount; and (iii) (x) with respect to Parent, all representations and warranties of the Holder contained in this Agreement shall be true and correct in all material respects 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 Merger Agreement), except for, in each case, inaccuracies in the representations and warranties of the Holder which would not preclude the ability of the Holder to consummate the transactions contemplated hereby, and consummation of the Closing shall constitute a reaffirmation by the Holder of each of the representations, warranties and agreements of the Holder contained in this Agreement as of the Closing Date; and (y) with respect to the Holder, all representations and warranties of Parent contained in this Agreement shall be true and correct in all material respects 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 Merger Agreement), except for, in each case, inaccuracies in the representations and warranties of Parent which would not preclude the ability of Parent to consummate Repurchase, and consummation of the Closing shall constitute a reaffirmation by Parent of each of the representations, warranties and agreements of Parent contained in this Agreement as of the Closing Date. (ciii) At the ClosingEach Seller shall pay all stock transfer Taxes (as defined in Section 2.7), the parties hereto shall execute recording fees (other than those relating to any financing of Buyer obtained in connection herewith), and deliver other sales, transfer, use, purchase or similar Taxes, if any, relating to such additional documents and take such additional actions as the parties reasonably may deem to be practical and necessary in order to consummate the transactions contemplated by this Agreement, on the terms and conditions set forth hereinSeller's sale of Shares hereunder.

Closing. (a) In accordance with the terms and subject Subject to satisfaction of the conditions precedent in Sections 8.1 and 8.2, the Closing of this Agreement, the closing of the transaction contemplated by Section 1 (the “Closing”) Agreement shall take place promptly following on December 29, 2005 or on such other date agreed in writing by the Second Effective Time. Parties (the "Closing Date") at the offices of ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ at Nueva Tajamar, 481, Torre Norte, piso 21, Las Condes, Santiago, or at such other place agreed in writing by the Parties. (b) At the Closing, Sellers shall deliver to Buyer, in form and substance satisfactory to Buyer: (i) Subject to certificate signed by duly authorized representatives of Sellers stating that all the Aggregate Repurchase Price being greater than $0.00, Parent shall deliver (or cause to be delivered) to the Holder an amount representations and warranties of Sellers contained in cash, by wire transfer Article 3 herein are true and correct in all respects as of immediately available funds to an account designated by the Holder in writing no later than five (5) Business Days prior to the Closing, equal to (x) the Aggregate Repurchase Price, minus (y) the Holder Expense Amount; and (ii) the Holder shall deliver (or cause to be delivered): (1) the Repurchase Shares (along with any applicable instruments of transfer, including stock powers and letters of transmittal, as applicable) in book entry form to Parent or to a custodian designated by Parent prior to the Closing; (2) a validly executed IRS Form W-9; (3) a completed copy of the Tax Certification Form attached hereto as Exhibit A; and (4) such documents or instruments required by the Company’s transfer agent. (b) The Closing shall be subject to the conditions that, on the Closing Date: (i) all of , and that the conditions set forth in Article VIII of the Merger Agreement (including the condition set forth precedents referred to in Section 8.2(g) of the Merger Agreement) shall 8.1 have been satisfied complied on or waived (other than those conditions that by their terms are to be satisfied at before the Closing, but subject to the satisfaction or waiver thereof in accordance with the terms of the Merger Agreement), the Mergers shall have been consummated and the Second Effective Time shall have occurredClosing Date; (ii) Parent shall have received copy of the PIPE Investment Amount; andrelevant empowerment documents of Sellers as necessary to authorize the execution of this Agreement, any other documents delivered in connection herewith and the consummation of the Contemplated Transactions; (iii) (x) with respect to Parent, all representations and warranties authorized copies of the Holder contained public deeds, registries, balance sheets and publications on the Official Gazzete proving that Newco has been duly incorporated and that the Company’s Operating Assets have been duly contributed and assigned to Newco; (iv) authorized copies of all employment agreements of Newco’s Employees duly executed by Newco and each Newco Employee in this Agreement shall be true terms and correct in all material respects as conditions identical to the terms and conditions of the Closing Date employment agreements currently in effect among said employees and the Company; (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 v) written evidence proving that any legal or expressly permitted by this Agreement or the Merger Agreement), except for, in each case, inaccuracies in the representations and warranties of the Holder which would not preclude the ability of the Holder to consummate the transactions contemplated hereby, and consummation of the Closing shall constitute a reaffirmation by the Holder of each of the representations, warranties and agreements of the Holder contained in this Agreement voluntary/contractual bonuses accrued as of the Closing Date; and (y) with respect to the Holder, all representations and warranties of Parent contained in this Agreement shall be true and correct in all material respects as based on past practices of the Closing Date Company, have been paid to all employees, either by the Company or by Newco, or that Newco has in its bank accounts sufficient Cash to pay all such accrued bonuses; (except with respect to such representations vi) written evidence proving that Newco has paid any 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 sale commissions due or expressly permitted by this Agreement accrued on or the Merger Agreement), except for, in each case, inaccuracies in the representations and warranties of Parent which would not preclude the ability of Parent to consummate Repurchase, and consummation of the Closing shall constitute a reaffirmation by Parent of each of the representations, warranties and agreements of Parent contained in this Agreement as of before the Closing Date, and a certificate signed by duly authorized representatives of Sellers stating that Newco has no obligation to pay any sales commissions to any Employee or third party, and that no such obligation would be triggered against Newco for sales services provided by Employees or third parties on or before the Closing Date; (vii) a written legal opinion from Chilean counsel to Sellers regarding the corporate status of Newco and the Company, and with regard to the legal and valid contribution of the Operating Assets to Newco; and (viii) written evidence proving termination of all those Company’s employees which will not be Newco’s Employees, ratified on behalf of public notary. (c) At the Closing, Buyer shall deliver to Sellers: (i) the parties hereto shall execute Up-Front Purchase Price, in accordance with Section 2.5; and (ii) copy of the relevant empowerment documents of Sellers as necessary to authorize the execution of this agreement and deliver such additional documents and take such additional actions as the parties reasonably may deem to be practical and necessary in order to consummate consummation of the transactions contemplated by this Agreementhereby. (iii) authorized copies of the public deeds, registries, balance sheets and publications on the Official Gazzete proving that Buyer has been duly incorporated. (d) At the Closing Sellers and Buyer shall execute or cause to be executed by the relevant parties the following agreements: (i) Public Deed of Cesión de Derechos Sociales y Disolución de Sociedad to be executed between Sellers and Buyer in the terms of Exhibit A; (ii) Non-Compete Agreement to be executed in the terms of Exhibit B, among Buyer, the Company, Sellers, ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Fernández, his immediate family and conditions set forth herein.any entity owned directly or indirectly by any of the above mentioned entities or individuals in more than 10%; (iii)

Closing. (a) In accordance with the terms and subject to the conditions of this Agreement, the closing of the transaction contemplated by Section 1 (the “Closing”) shall take place promptly following the Second Effective Time. At the Closing: (i) Subject to the Aggregate Repurchase Price being greater than $0.00, Parent shall deliver (or cause to be delivered) to the Holder an amount in cash, by wire transfer of immediately available funds to an account designated by the Holder in writing no later than five (5) Business Days prior to the Closing, equal to (x) the Aggregate Repurchase Price, minus (y) the Holder Expense Amount; and (ii) the Holder shall deliver (or cause to be delivered): (1) the Repurchase Shares (along with any applicable instruments of transfer, including stock powers and letters of transmittal, as applicable) in book entry form to Parent or to a custodian designated by Parent prior to the Closing; (2) a validly executed IRS Form W-9; (3) a completed copy of the Tax Certification Form attached hereto as Exhibit A; and (4) such documents or instruments required by the Company’s transfer agent. (b) The Closing shall be subject to the conditions that, on the Closing Date: (i) all of the conditions set forth in Article VIII of the Merger Agreement (including the condition set forth in Section 8.2(g) of the Merger Agreement) shall have been satisfied or waived (other than those conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or waiver thereof in accordance with the terms of the Merger Agreement), the Mergers shall have been consummated and the Second Effective Time shall have occurred; (ii) Parent shall have received the PIPE Investment Amount; and (iii) (x) with respect to Parent, all representations and warranties of the Holder contained in this Agreement shall be true and correct in all material respects 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 Merger Agreement), except for, in each case, inaccuracies in the representations and warranties of the Holder which would not preclude the ability of the Holder to consummate the transactions contemplated hereby, and consummation of the Closing shall constitute a reaffirmation by the Holder of each of the representations, warranties and agreements of the Holder contained in this Agreement as of the Closing Date; and (y) with respect to the Holder, all representations and warranties of Parent contained in this Agreement shall be true and correct in all material respects 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 Merger Agreement), except for, in each case, inaccuracies in the representations and warranties of Parent which would not preclude the ability of Parent to consummate Repurchase, and consummation of the Closing shall constitute a reaffirmation by Parent of each of the representations, warranties and agreements of Parent contained in this Agreement as of the Closing Date. (c) At the Closing, the parties hereto Stockholders shall execute (a) deliver to Acquiror certificates evidencing all of their outstanding shares of Series B Preferred Stock duly endorsed in blank or with duly executed stock powers attached and their Original Warrants and (b) cause the Representative (as defined in the Merger Agreement) to deliver the two Subordinated Convertible Promissory Notes to reflect the retirement of their interests therein. In exchange therefor, Acquiror shall deliver to the Stockholders (by delivery to the Representative) at Closing (i) certificates evidencing the shares of Series H Preferred Stock issuable pursuant to Section 1(a), (ii) the Replacement Warrants issuable pursuant to Section 1(b) evidencing the right to purchase shares of Acquiror Common Stock, (iii) certificates evidencing the shares of Series I Preferred Stock issuable pursuant to Section 1(c) and (iv) new Subordinated Convertible Promissory Notes representing the balance, if any, of the two Subordinated Convertible Promissory Notes payable to the other former stockholders of the Company. At the Closing, to the extent permitted by law, each Stockholder's shares of Series B Preferred Stock and Original Warrants shall, by virtue of such additional documents and take such additional actions as the parties reasonably may deem to be practical and necessary in order to consummate the transactions contemplated by Stockholder's execution of this Agreement, on be deemed converted into the terms right to receive an equal number of shares of Series H Preferred Stock and conditions set forth hereina Replacement Warrant. As a result of such Stockholder's execution of this Agreement, to the extent permitted by law, all of such Stockholder's shares of Series B Preferred Stock and their Original Warrant shall cease to be outstanding and shall be canceled and retired and shall cease to exist even if the certificate representing such shares of Series B Preferred Stock or the Original Warrant are not surrendered.

Closing. (a) In accordance with the terms and subject to the conditions of this Agreement, the The closing of the transaction contemplated by Section 1 Closing Transactions (the “"Closing”") shall take place promptly following at the Second Effective Timeoffices of Weil, Gotshal & Mang▇▇ ▇▇▇, 767 ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, ▇▇bject to the satisfaction or waiver of the conditions set forth in Sections 6.1 and 6.2, as soon as practicable after the date hereof and in any event not later than June 30, 1999, or at such other time and place and on such other date as Buyer and PFG shall agree (the "Closing Date"). At As a further condition to Closing, at the Closing: (ia) Subject to the Aggregate Repurchase Price being greater than $0.00PLAC, Parent PFG, SFC and PCFS, as applicable, shall deliver (or cause to be delivered to Buyer the following: (i) the certificates described in Section 6.1(d); (ii) share certificates representing all of the Shares in appropriate form for transfer to Buyer, Buyer's designee or American Exchange (as appropriate) duly endorsed in blank or accompanied by stock powers duly executed in blank; (iii) resignations of the directors of each of the Companies; (iv) an executed Bill ▇▇ Sale, Assignment and Assumption Agreement; and (v) a section 116 certificate in respect of the PC-Canada shares bearing a certificate amount not less than the amount of the PC-Canada Purchase Price; provided, that if the certificate is not so delivered) , Buyer shall make such withholdings as may be required pursuant to the Holder Income Tax Act (Canada). (b) Buyer and American Exchange shall deliver or cause to be delivered to Sellers the following: (i) the certificate described in Section 6.2(d); and (ii) an amount in cashexecuted Bill ▇▇ Sale, Assignment and Assumption Agreement; and (c) Buyer shall pay or shall cause to be paid to Sellers, by wire transfer of immediately available funds to an such account or accounts as Sellers shall have designated by the Holder in writing no later than five (5) Business Days at least two days prior to the Closing, equal to (x) the Aggregate Repurchase Price, minus (y) the Holder Expense Amount; and (ii) the Holder shall deliver (or cause to be delivered): (1) the Repurchase Shares (along with any applicable instruments of transfer, including stock powers and letters of transmittal, as applicable) in book entry form to Parent or to a custodian designated by Parent prior to the Closing; (2) a validly executed IRS Form W-9; (3) a completed copy of the Tax Certification Form attached hereto as Exhibit A; and (4) such documents or instruments required by the Company’s transfer agent. (b) The Closing shall be subject to the conditions that, on the Closing Date: (i) all of the conditions set forth in Article VIII of the Merger Agreement (including the condition set forth in Section 8.2(g) of the Merger Agreement) shall have been satisfied or waived (other than those conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or waiver thereof in accordance with the terms of the Merger Agreement), the Mergers shall have been consummated and the Second Effective Time shall have occurred; (ii) Parent shall have received the PIPE Investment Amount; and (iii) (x) with respect to Parent, all representations and warranties of the Holder contained in this Agreement shall be true and correct in all material respects 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 Merger Agreement), except for, in each case, inaccuracies in the representations and warranties of the Holder which would not preclude the ability of the Holder to consummate the transactions contemplated hereby, and consummation of the Closing shall constitute a reaffirmation by the Holder of each of the representations, warranties and agreements of the Holder contained in this Agreement as of the Closing Date; and (y) with respect to the Holder, all representations and warranties of Parent contained in this Agreement shall be true and correct in all material respects 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 Merger Agreement), except for, in each case, inaccuracies in the representations and warranties of Parent which would not preclude the ability of Parent to consummate Repurchase, and consummation of the Closing shall constitute a reaffirmation by Parent of each of the representations, warranties and agreements of Parent contained in this Agreement as of the Closing DatePurchase Price. (c) At the Closing, the parties hereto shall execute and deliver such additional documents and take such additional actions as the parties reasonably may deem to be practical and necessary in order to consummate the transactions contemplated by this Agreement, on the terms and conditions set forth herein.

Closing. (a) In accordance with the terms and subject to the conditions of this Agreement, the The closing of the transaction contemplated by Section 1 purchase and sale of the Preferred Securities (the “Closing”) shall take place promptly at the offices of 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 Second Effective Time. date hereof, or at such other place or such other date as agreed to by the parties hereto in writing (the “Closing Date”). (b) At the Closing: (i) Subject each Seller shall deliver to Purchaser one or more certificates representing the Preferred Securities set forth next to such Seller’s name on Annex C; (ii) each Seller shall deliver to the Aggregate Repurchase Price being greater than $0.00Escrow Agent one or more certificates (or, Parent 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 to and in the Company Shares, free and clear of all liens; (iii) Sellers shall deliver to the Purchaser a copy of the Escrow Agreement duly executed by the Sellers; (iv) Sellers shall deliver to the Purchaser a copy of the Pledge Agreement duly executed by the Sellers; (v) Sellers shall deliver to the Purchaser a copy of the Exchange 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 Purchaser; and (xii) Purchaser shall deliver, or cause to be delivered) delivered by one of its Affiliates, to each Seller an amount equal to the Holder an amount in cash, portion of the Preferred Security Purchase Price set forth next to such Seller’s name on Annex C by wire transfer of immediately available funds to an account designated by the Holder in writing no later than five (5) Business Days that such Seller shall designate prior to the Closing, equal to (x) the Aggregate Repurchase Price, minus (y) the Holder Expense Amount; and (ii) the Holder shall deliver (or cause to be delivered): (1) the Repurchase Shares (along with any applicable instruments of transfer, including stock powers and letters of transmittal, as applicable) in book entry form to Parent or to a custodian designated by Parent prior to the Closing; (2) a validly executed IRS Form W-9; (3) a completed copy of the Tax Certification Form attached hereto as Exhibit A; and (4) such documents or instruments required by the Company’s transfer agent. (b) The Closing shall be subject to the conditions that, on the Closing Date: (i) all of the conditions set forth in Article VIII of the Merger Agreement (including the condition set forth in Section 8.2(g) of the Merger Agreement) shall have been satisfied or waived (other than those conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or waiver thereof in accordance with the terms of the Merger Agreement), the Mergers shall have been consummated and the Second Effective Time shall have occurred; (ii) Parent shall have received the PIPE Investment Amount; and (iii) (x) with respect to Parent, all representations and warranties of the Holder contained in this Agreement shall be true and correct in all material respects 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 Merger Agreement), except for, in each case, inaccuracies in the representations and warranties of the Holder which would not preclude the ability of the Holder to consummate the transactions contemplated hereby, and consummation of the Closing shall constitute a reaffirmation by the Holder of each of the representations, warranties and agreements of the Holder contained in this Agreement as of the Closing Date; and (y) with respect to the Holder, all representations and warranties of Parent contained in this Agreement shall be true and correct in all material respects 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 Merger Agreement), except for, in each case, inaccuracies in the representations and warranties of Parent which would not preclude the ability of Parent to consummate Repurchase, and consummation of the Closing shall constitute a reaffirmation by Parent of each of the representations, warranties and agreements of Parent contained in this Agreement as of the Closing Date. (c) At the Closing, the parties hereto shall execute and deliver such additional documents and take such additional actions as the parties reasonably may deem to be practical and necessary in order to consummate the transactions contemplated by this Agreement, on the terms and conditions set forth herein.

Closing. (a) In accordance with the terms and subject to the conditions of this Agreement, the The closing of the transaction contemplated by Section 1 (the “"Closing”") shall take place promptly following occur on the Second Effective Time. At the Closing: (i) Subject to the Aggregate Repurchase Price being greater than $0.00earlier of ------- August 30, Parent shall deliver (1996 or cause to be delivered) to the Holder an amount in cash, by wire transfer of immediately available funds to an account designated by the Holder in writing no later than five (5) Business Days prior days after Buyer completes its title examinations, at 9:00 a.m. at the offices of Seller at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, or at such other time and place as Seller and Buyer may mutually agree in writing (the "Closing Date"). At Closing the following shall occur: (a) Seller shall execute, acknowledge and deliver, as appropriate, (i) an Assignment and ▇▇▇▇ of Sale substantially in the form and substance of Exhibit "D", attached hereto, and (ii) a Deed of Special Warranty substantially in the form and substance of Exhibit "E", attached hereto, covering all of the Interests to be sold pursuant hereto; (b) Buyer shall deliver to Seller by wire transfer (i) the total Sale Price, plus interest accrued thereon, as provided in Paragraph 2, less (ii) the Deposit plus interest accrued thereon, as provided in Paragraph 3, subject to adjustments in accordance with this Agreement; (c) Seller and Buyer shall execute and Seller shall file with the appropriate regulatory authorities all necessary forms concerning the change of ownership and operatorship of the Interests; (d) Seller shall, subject to the Closingterms of any applicable operating agreements and to the provisions hereof, equal deliver to Buyer exclusive possession of the Interests, effective as of the Effective Time; however, Seller does not warrant or represent that Buyer will succeed it as operator where Seller presently operates under an operating agreement; (xe) Seller shall promptly after Closing provide Buyer the Aggregate Repurchase Priceoriginal geological, minus geophysical, production, engineering and other technical data and records, and all contract, land, title, and lease records to the extent such records are in Seller's possession and relate to the Interests (y) "Records"), unless Seller cannot legally transfer such data or information due to third party restrictions on Seller. Notwithstanding any provision to the Holder Expense Amountcontrary contained herein, Seller, or its employees, officers, owners and directors, may retain or use copies of the Records without restriction; and (iif) the Holder Seller shall deliver (or cause promptly after Closing prepare and mail all notices to be delivered): (1) the Repurchase Shares (along with any applicable instruments of transfer, including stock powers and letters of transmittal, as applicable) in book entry form to Parent or to a custodian designated by Parent prior to the Closing; (2) a validly executed IRS Form W-9; (3) a completed copy third party working interest owners of the Tax Certification Form attached hereto as Exhibit A; and (4) such documents or instruments required by the Company’s transfer agentchange of ownership. (bg) The Closing shall be subject Seller will release any payments being held for oil and gas sales made subsequent to the conditions that, on the Closing Date: (i) all of the conditions set forth in Article VIII of the Merger Agreement (including the condition set forth in Section 8.2(g) of the Merger Agreement) shall have been satisfied or waived (other than those conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or waiver thereof in accordance with the terms of the Merger Agreement), the Mergers shall have been consummated and the Second Effective Time shall have occurred; (ii) Parent shall have received the PIPE Investment Amount; and (iii) (x) with respect to Parent, all representations and warranties of the Holder contained in this Agreement shall be true and correct in all material respects 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 Merger Agreement), except for, in each case, inaccuracies in the representations and warranties of the Holder which would not preclude the ability of the Holder to consummate the transactions contemplated hereby, and consummation of the Closing shall constitute a reaffirmation by the Holder of each of the representations, warranties and agreements of the Holder contained in this Agreement as of the Closing Date; and (y) with respect to the Holder, all representations and warranties of Parent contained in this Agreement shall be true and correct in all material respects 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 Merger Agreement), except for, in each case, inaccuracies in the representations and warranties of Parent which would not preclude the ability of Parent to consummate Repurchase, and consummation of the Closing shall constitute a reaffirmation by Parent of each of the representations, warranties and agreements of Parent contained in this Agreement as of the Closing DateTime. (c) At the Closing, the parties hereto shall execute and deliver such additional documents and take such additional actions as the parties reasonably may deem to be practical and necessary in order to consummate the transactions contemplated by this Agreement, on the terms and conditions set forth herein.

Closing. (a) In accordance with the terms and subject to the conditions of this Agreement, the closing of the transaction contemplated by Section 1 (the “Closing”) The following shall take place promptly following the Second Effective Time. At at the Closing: (a) Seller shall prepare, execute and deliver, the Assignments and the Deed in sufficient counterparts and meeting all applicable local requirements to facilitate recording in the applicable counties where the Assets are located; (i) Subject to Seneca shall execute and deliver the Aggregate Repurchase Price being greater than $0.00Seneca Assignment and a Deed, Parent as applicable, and (ii) NFG Midstream shall execute and deliver the NFG Midstream Assignment and a Deed, as applicable, in each case, prepared by Seller in accordance with Section 5.3(a); (c) Purchaser shall deliver (or cause to be delivereddelivered those agreements, instruments and documents provided for in Section 7.6 hereof; (d) Purchaser shall pay to the Holder an amount in cash, Seller (subject to Section 2.6) (provided that Seller may direct any payment hereunder to Seller’s Qualified Intermediary) by wire transfer of immediately available funds an amount equal to an account designated the Unadjusted Cash Consideration, as adjusted by the Holder in writing no later than five (5) Business Days prior Preliminary Accounting, less an amount equal to the Closing, equal to (x) the Aggregate Repurchase Price, minus (y) the Holder Expense Amount; and (ii) the Holder shall deliver (or cause to be delivered): (1) the Repurchase Shares (along with any applicable instruments of transfer, including stock powers and letters of transmittal, as applicable) in book entry form to Parent or to a custodian designated by Parent prior to the ClosingPerformance Deposit; (2e) a validly executed IRS Form W-9if Purchaser has exercised the Stock Election, NFGC shall issue and deliver to Seller the Stock Consideration; (3f) Seller shall execute and deliver the Non-Foreign Affidavit attached as Exhibit D; (g) Purchaser will deliver to Seller a completed copy certificate, dated as of the Tax Certification Form attached hereto as Exhibit A; and (4) such documents or instruments required Closing Date and executed by the Company’s transfer agent. (b) The Closing shall be subject to the conditions that, on the Closing Date: (i) all an officer of Purchaser certifying that the conditions set forth in Article VIII of the Merger Agreement (including the condition set forth in Section 8.2(g5.1.2(a) of the Merger Agreementand Section 5.1.2(b) shall have been satisfied or waived (other than those conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or waiver thereof in accordance with the terms of the Merger Agreement), the Mergers shall have been consummated and the Second Effective Time shall have occurredfulfilled; (iih) Parent shall have received the PIPE Investment Amount; and (iii) (x) with respect Seller will deliver to ParentPurchaser a certificate, all representations and warranties of the Holder contained in this Agreement shall be true and correct in all material respects 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 Merger Agreement), except for, in each case, inaccuracies in the representations and warranties of the Holder which would not preclude the ability of the Holder to consummate the transactions contemplated hereby, and consummation of the Closing shall constitute a reaffirmation by the Holder of each of the representations, warranties and agreements of the Holder contained in this Agreement dated as of the Closing Date; and (y) with respect to the Holder, all representations and warranties of Parent contained in this Agreement shall be true and correct in all material respects 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 Merger Agreement), except for, in each case, inaccuracies in the representations and warranties of Parent which would not preclude the ability of Parent to consummate Repurchase, and consummation executed by an officer of Seller certifying that the Closing shall constitute a reaffirmation by Parent of each of the representations, warranties conditions set forth in Section 5.1.1(a) and agreements of Parent contained in this Agreement as of the Closing Date.Section 5.1.1(b) have been fulfilled; (ci) At the Closing, the parties hereto Purchaser and Seller shall execute and deliver (i) such additional documents designation of operator forms as are necessary to transfer operations to Purchaser for those Oil and take such additional actions as the parties reasonably may deem Gas Interests that are operated by Seller and which are intended to be practical operated by Purchaser after the Closing, (ii) any other applicable governmental transfer form required by the Governmental Authority with jurisdiction over the Assets and necessary in order to consummate the transactions (iii) such other remaining documents, letters-in-lieu of transfer orders, joinders, ratifications, certificates, instruments or agreements which are contemplated by this the transaction described herein or deemed necessary or appropriate by the Parties; (j) Seller and Purchaser shall execute the Transition Services Agreement; (k) Seller shall deliver to Purchaser executed recordable releases and termination forms reasonably acceptable to Purchaser with respect to any and all liens or security interests (other than Permitted Encumbrances) encumbering the Assets relating to any debt of Seller or its Affiliates with respect to borrowed monies; (l) Seller and Purchaser shall execute and deliver the Seismic License Agreement; and (m) if Purchaser has exercised the Stock Election, on Seller and NFGC shall execute and deliver the terms Registration Rights and conditions set forth hereinStandstill Agreement. No agreement to be executed and delivered at the Closing, or action to be taken at the Closing, shall be effective until all such agreements have been executed and delivered or actions have been taken, and all such agreements and actions shall be deemed to be effective concurrently.

Closing. (a) In accordance with the terms and subject to the conditions of this Agreement, the closing of the transaction contemplated by Section 1 (the “Closing”) shall take place promptly following the Second Effective Time. At the Closing: (i) Subject to the Aggregate Repurchase Price being greater than $0.00, Parent shall deliver (or cause to be delivered) to the Holder an amount in cash, by wire transfer of immediately available funds to an account designated by the Holder in writing no later than five (5) Business Days prior to the Closing, equal to (x) the Aggregate Repurchase Price, minus (y) the Holder Expense Amount; and (ii) the Holder shall deliver (or cause to be delivered): (1) the Repurchase Shares (along with any applicable instruments of transfer, including stock powers and letters of transmittal, as applicable) in book entry form to Parent or to a custodian designated by Parent prior to the Closing; (2) a validly executed IRS Form W-9; (3) a completed copy of the Tax Certification Form attached hereto as Exhibit A; and (4) such documents or instruments required by the Company’s transfer agent. (b) The Closing shall be subject to the conditions that, on the Closing Date: (i) all consist of the conditions execution and delivery of documents by Sellers and Buyer, with respect to each Property as set forth in Article VIII below, and delivery by Buyer to Sellers of the Merger Agreement (including the condition set forth in Section 8.2(g) of the Merger Agreement) shall have been satisfied or waived (other than those conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or waiver thereof Purchase Price in accordance with the terms of this Agreement. Sellers and Buyer, as applicable, shall deliver, or caused to be delivered, to Escrow Agent for the Merger Agreement)benefit of the other party at Closing the following executed documents for each Property (collectively, the Mergers shall have been consummated and “Closing Documents”): (a) A Deed with respect to the Second Effective Time shall have occurredTexas Property, executed by Lincoln Tech; (iib) Parent shall have received the PIPE Investment Amount; and (iii) (x) A Deed with respect to Parentthe Colorado Property, executed by LTI Holdings; (c) Two (2) originally executed copies of each Lease, executed by Tenant and Buyer, as landlord, in the form attached hereto as Exhibit B; (d) Two (2) originally executed copies of each Guaranty for each Lease, executed by Guarantor, in the form attached to such Lease as Exhibit I; (e) An Assignment of Licenses, Permits, Guaranties and Warranties in the form attached hereto as Exhibit C, for each Property; (f) The Assignment of Colorado Service Contracts, executed by LTI Holdings, as assignor, and Lincoln Tech, as assignee; (g) A settlement statement setting forth the Purchase Price, all representations prorations and warranties other adjustments to be made pursuant to the terms hereof, and the funds required for the Closing as contemplated hereunder; (h) All transfer tax returns and filings as may be necessary or appropriate for purposes of recordation of each Deed; (i) Good standing certificates and corporate resolutions or member or partner consents, as applicable, and such other documents as reasonably requested by Escrow Agent; (j) Resolutions from Tenant authorizing the execution and the delivery of the Holder contained in this Agreement shall be true Leases; (k) Resolutions from Guarantor authorizing the execution and correct in all material respects as the delivery of each Guaranty; (l) A certificate pursuant to Section 1445 of the Closing Date (except with respect to such representations and warranties which speak Internal Revenue Code of 1986, as to an earlier dateamended, 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 Merger Agreement)regulations issued pursuant thereto, except forcertifying the non-foreign status of each Seller; (m) An title affidavit, executed by each Seller, in each casecustomary form reasonably acceptable to Seller, inaccuracies Buyer and Escrow Agent (the “Title Affidavit”); (n) A certificate of insurance or other evidence reasonably satisfactory to Buyer memorializing and confirming that Tenant is then maintaining policies of insurance of the types and in the amounts required by the Leases; (o) A certificate executed by Sellers representing that the representations and warranties of the Holder which would not preclude the ability of the Holder to consummate the transactions contemplated hereby, and consummation of the Closing shall constitute a reaffirmation by the Holder of each of the representations, warranties and agreements of the Holder Seller contained in Section 11 of this Agreement are true and correct as of the Closing Date; and ; (yp) with respect to the Holder, all representations and warranties of Parent contained in this Agreement shall be true and correct in all material respects 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 A certificate executed by this Agreement or the Merger Agreement), except for, in each case, inaccuracies in Buyer representing that the representations and warranties of Parent which would not preclude the ability of Parent to consummate Repurchase, and consummation of the Closing shall constitute a reaffirmation by Parent of each of the representations, warranties and agreements of Parent Buyer contained in Section 12 of this Agreement are true and correct as of the Closing Date.; (cq) Two (2) originally executed copies of the tax direction letter for each Property, executed by Tenant, directing the county tax assessor to send future real property tax bills to Tenant; (r) One original Memorandum of the Lease for each Lease, executed by Tenant, in the form attached to the Lease as Exhibit F; (s) If applicable, a subordination, non-disturbance and attornment agreement and/or tenant estoppel certificate, in form reasonably acceptable to Tenant, Buyer and Buyer’s lender; and (t) Such other instruments as are reasonably required by Escrow Agent to close the escrow and consummate the purchase of each Property in accordance with the terms hereof. At the Closing, Escrow Agent shall deliver the parties hereto E▇▇▇▇▇▇ Money to Sellers that shall be applied to the Purchase Price as a credit on the settlement statement, and Buyer shall deliver the balance of the Purchase Price to Sellers. Buyer shall execute and deliver execution counterparts of the Closing Documents referenced above to which Buyer is a party and each Seller shall execute and deliver execution counterparts of the Closing Documents referenced above to which such additional documents Seller is a party. Buyer’s acceptance of a Deed and take such additional actions the issuance of a Title Policy at Closing shall conclusively establish Seller conveyed title to the subject Property as the parties reasonably may deem to be practical and necessary in order to consummate the transactions contemplated required by this AgreementAgreement and shall discharge such Seller’s obligations hereunder with respect to title to such Property, on the terms and conditions except for warranties contained in such Deed, as set forth hereinin the Lease and/or for Fraud Claims.

Closing. (a) In accordance with the terms and subject to the conditions of this Agreement, the The closing of the transaction contemplated by Section 1 Exchange (the “Closing”) shall take place promptly at the offices of Wachtell, Lipton, ▇▇▇▇▇ & ▇▇▇▇, ▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ at 10:00 a.m. (Eastern time) on the fifth (5th) Business Day following the Second Effective Time. At the Closing: satisfaction or (i) Subject to the Aggregate Repurchase Price being greater than $0.00, Parent shall deliver (extent permitted by Law) waiver by the party or cause to be delivered) parties entitled to the Holder an amount in cash, by wire transfer of immediately available funds to an account designated by the Holder in writing no later than five (5) Business Days prior to the Closing, equal to (x) the Aggregate Repurchase Price, minus (y) the Holder Expense Amount; and (ii) the Holder shall deliver (or cause to be delivered): (1) the Repurchase Shares (along with any applicable instruments of transfer, including stock powers and letters of transmittal, as applicable) in book entry form to Parent or to a custodian designated by Parent prior to the Closing; (2) a validly executed IRS Form W-9; (3) a completed copy of the Tax Certification Form attached hereto as Exhibit A; and (4) such documents or instruments required by the Company’s transfer agent. (b) The Closing shall be subject to the conditions that, on the Closing Date: (i) all benefits thereof of the conditions set forth in Article VIII of the Merger Agreement (including the condition set forth in Section 8.2(g) of the Merger Agreement) shall have been satisfied or waived 5 (other than those conditions that by their terms nature are to be satisfied at the Closing, but subject to the satisfaction or (to the extent permitted by Law) waiver thereof in accordance with the terms of the Merger Agreementthose conditions), or at such other place, time and date as shall be agreed in writing among the Mergers shall have been consummated and Parties. The date on which the Second Effective Time shall have occurred; (ii) Parent shall have received the PIPE Investment Amount; and (iii) (x) with respect Closing occurs is referred to Parent, all representations and warranties of the Holder contained in this Agreement as the “Closing Date.” (b) At the Closing: (i) Each Stockholder shall deliver, or cause to be true delivered, to Purchaser (1) either one or more original share certificate(s), duly endorsed or with stock powers duly executed in favor of Purchaser, and correct in with any required stock transfer stamps affixed thereto or evidence of book entry delivery, representing all material respects 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 dateStockholder’s Starz Exchange Shares; (2) the certificate required by Section 5.2(b); (3) a duly executed certificate of non-foreign status, except for changes after the date of this Agreement which are contemplated or expressly permitted by this Agreement or the Merger Agreement), except for, in each case, inaccuracies in the representations and warranties of the Holder which would not preclude the ability of the Holder to consummate the transactions contemplated hereby, and consummation of the Closing shall constitute a reaffirmation by the Holder of each of the representations, warranties and agreements of the Holder contained in this Agreement dated as of the Closing Date, substantially in the form of the sample certification set forth in U.S. Treasury Regulations Section 1.1445-2(b)(2)(iv)(A) or (B), as applicable; and (y4) with respect all other certificates, instruments and documents executed and delivered by a Stockholder as are either necessary or as Purchaser may reasonably request in order to the Holder, all representations effectively transfer ownership and warranties of Parent contained in this Agreement shall be true and correct in all material respects 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 control of such dateStockholder’s Starz Exchange Shares to Purchaser. (ii) Purchaser shall deliver, except or cause to be delivered, to each Stockholder, (1) the Lionsgate Cash Consideration, and, if applicable, the Lionsgate Alternate Cash Consideration, for changes after the date of this Agreement which are contemplated or expressly permitted by this Agreement or the Merger Agreementsuch Stockholder’s Starz Exchange Shares pursuant to Section 2.1(b), except for, by wire transfer of immediately available funds to one or more bank accounts designated in each case, inaccuracies in the representations and warranties of Parent which would not preclude the ability of Parent writing by such Stockholder (such designation to consummate Repurchase, and consummation of the Closing shall constitute a reaffirmation by Parent of each of the representations, warranties and agreements of Parent contained in this Agreement as of be made at least two (2) Business Days prior to the Closing Date. ); (c2) At if applicable, either one or more original share certificates issued to and registered in the Closingname of such Stockholder and with any required stock transfer stamps affixed thereto or evidence of book entry delivery evidencing the issuance of, the parties hereto shall execute and deliver such additional documents and take such additional actions as number of the parties reasonably may deem Lionsgate Exchange Shares to be practical conveyed to such Stockholder pursuant to Section 2.1(b); and necessary in order to consummate (3) the transactions contemplated certificate required by this Agreement, on the terms and conditions set forth hereinSection 5.3(b).

Closing. (a) In accordance with the terms and subject to the conditions of this Agreement, the The closing of the transaction transactions contemplated by Section 1 this Agreement (the “ClosingClosing “) is taking place concurrently herewith at the offices of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇, counsel to the Purchaser. The date of this Agreement is sometimes referred to as the “Closing Date.” (b) shall take place promptly following In addition to the Second Effective Time. At other requirements set forth herein, at the Closing, the Sellers are concurrently herewith delivering, or causing to be delivered to Purchaser, the following: (i) Subject certificates representing the Seller Shares, and any other documents (including, without limitation, stock powers duly endorsed in blank) that are necessary to transfer to the Aggregate Repurchase Price being greater than $0.00, Parent shall deliver (or cause Purchaser good and valid title to be delivered) to all the Holder an amount in cash, by wire transfer Seller Shares free and clear of immediately available funds to an account designated by the Holder in writing no later than five (5) Business Days prior to the Closing, equal to (x) the Aggregate Repurchase Price, minus (y) the Holder Expense Amount; and (ii) the Holder shall deliver (or cause to be delivered): (1) the Repurchase Shares (along with any applicable instruments of transfer, including stock powers and letters of transmittal, as applicable) in book entry form to Parent or to a custodian designated by Parent prior to the Closing; (2) a validly executed IRS Form W-9; (3) a completed copy of the Tax Certification Form attached hereto as Exhibit A; and (4) such documents or instruments required by the Company’s transfer agent. (b) The Closing shall be subject to the conditions that, on the Closing Date: (i) all of the conditions set forth in Article VIII of the Merger Agreement (including the condition set forth in Section 8.2(g) of the Merger Agreement) shall have been satisfied or waived (other than those conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or waiver thereof in accordance with the terms of the Merger Agreement), the Mergers shall have been consummated and the Second Effective Time shall have occurredLiens; (ii) Parent shall have received a certificate evidencing the PIPE Investment Amount; andgood standing of Company in its jurisdiction of organization as of a recent date; (iii) any required transfer Tax returns or forms; (xiv) with respect a certification conforming to Parent, all representations and warranties the requirements of Treasury Regulation 1.1445-2(c)(3); (v) resignations from each member of the Holder contained Company’s Board of Directors (and committees thereof) requested by the Purchaser in this Agreement shall be true and correct in all material respects order to give effect to the provisions of Section 6.1; (vi) a general release dated as of the Closing Date (except with respect to such representations from each Seller and warranties which speak as to an earlier date, which representations and warranties shall be true and correct each of their respective Affiliates 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 Merger Agreement), except for, in each case, inaccuracies in the representations and warranties favor of the Holder which would not preclude the ability of the Holder to consummate the transactions contemplated hereby, Company and consummation of the Closing shall constitute a reaffirmation by the Holder of each of the representationsits Affiliates, warranties and agreements of the Holder contained in this Agreement as of the Closing Date; and (y) other than with respect to the HolderContemplated Transactions; (vii) all consents, all representations and warranties of Parent contained in this Agreement shall be true and correct in all material respects as of the Closing Date (except with respect to such representations and warranties which speak as to an earlier dateauthorizations, 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 Merger Agreement), except for, in each case, inaccuracies in the representations and warranties of Parent which would not preclude the ability of Parent to consummate Repurchaseapprovals, and waivers required for the consummation of the Closing shall constitute a reaffirmation by Parent of each of the representations, warranties and agreements of Parent contained in this Agreement as of the Closing Date. (c) At the Closing, the parties hereto shall execute and deliver such additional documents and take such additional actions as the parties reasonably may deem to be practical and necessary in order to consummate the transactions contemplated by this Agreement; (viii) the Escrow Agreement, on duly executed by the Sellers’ Representative; (ix) the Reset Agreement, duly executed by the Sellers’ Representative; (x) the legal opinion of LWB, as counsel to the Sellers, dated the Closing Date, addressed to the Purchaser; and (viii) all other certificates, documents and instruments that are reasonably requested by Purchaser. (c) In addition to the other requirements set forth herein, at the Closing, Purchaser is concurrently herewith delivering, or causing to be delivered to Sellers’ Representative, the following: (i) a certificate evidencing the good standing of the Purchaser in its jurisdiction of organization as of a recent date; (ii) the Escrow Agreement, duly executed by the Purchaser; (iii) the Reset Agreement, duly executed by the Purchaser; and (iv) all other certificates, documents and instruments that are reasonably requested by the Sellers. (d) In addition to the other requirements set forth herein, at the Closing, the Sellers are delivering to the Escrow Agent certificates representing all of the remaining 423,998 shares of Common Stock owned by them, other than the DSJ Retained Shares, as well as any other documents necessary to transfer title therein, to be held by the Escrow Agent pursuant and subject to the terms and conditions set forth hereinof the Reset Agreement.

Closing. (a) In accordance Upon confirmation that the other conditions to closing specified herein have been satisfied or duly waived by the Investors, the Company shall file the Certificate of Designations with the terms Secretary of State of Delaware. Unless and subject Investor has made alternative arrangements with the Company, upon confirmation that the Certificate of Designations has been filed and has become effective, the Company shall deliver to Lowenstein Sandler PC, in trust, ▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇ certificates, registered in such name or names as the Investors may designate, representing the Shares and the Warrants, with instructions that such certificates are to be held for release to the conditions Investors only upon payment in full of the Purchase Price to the Company by all the Investors. Upon such receipt by Lowenstein Sandler PC of the cer▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇nvestor shall promptly, but no more than one Business Day thereafter, cause a wire transfer in same day funds to be sent to the account of the Company as instructed in writing by the Company, in an amount representing such Investor's pro rata portion of the Purchase Price as set forth on the signature pages to this Agreement. On the date (the "Closing Date") the Company receives the Purchase Price, the closing of certificates evidencing the transaction contemplated by Section 1 Shares and the Warrants shall be released to the Investors (the “"Closing”) "). The Closing shall take place promptly following at the Second Effective Time. At offices of Lowenstein Sandler PC, 1251 Ave▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, 18th Floor, New York, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇d on such other date as the Closing: (i) Subject to Company and the Aggregate Repurchase Price being greater than $0.00, Parent Investors shall deliver (or cause to be delivered) to the Holder an amount in cash, by wire transfer of immediately available funds to an account designated by the Holder in writing no later than five (5) Business Days prior to the Closing, equal to (x) the Aggregate Repurchase Price, minus (y) the Holder Expense Amount; and (ii) the Holder shall deliver (or cause to be delivered): (1) the Repurchase Shares (along with any applicable instruments of transfer, including stock powers and letters of transmittal, as applicable) in book entry form to Parent or to a custodian designated by Parent prior to the Closing; (2) a validly executed IRS Form W-9; (3) a completed copy of the Tax Certification Form attached hereto as Exhibit A; and (4) such documents or instruments required by the Company’s transfer agentmutually agree. (b) The Closing Upon any exercise of the SSF Option, the Company shall deliver to Lowenstein Sandler PC, in trust, ▇ ▇▇▇▇▇▇▇▇▇▇▇ or certificates, registered in such name or names as the participating SSF Investors may designate, representing the Option Shares and the Option Warrants, with instructions that such certificates are to be subject held for release to the conditions that, on the Closing Date: (i) all participating SSF Investors only upon payment in full of the conditions Option Purchase Price to the Company by all the participating SSF Investors. Upon such receipt by Lowenstein Sandler PC of the ce▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇ participating SSF Investor shall promptly, but no more than one Business Day thereafter, cause a wire transfer in same day funds to be sent to the account of the Company as instructed in writing by the Company, in an amount representing such Investor's pro rata portion of the Option Purchase Price as set forth in Article VIII of the Merger Agreement Exercise Notice. On the date (including the condition set forth in Section 8.2(g"Option Closing Date") of the Merger Agreement) Company receives the Option Purchase Price, the certificates evidencing the Option Shares and the Option Warrants being purchased shall have been satisfied or waived be released to the participating SSF Investors (other than those conditions that by their terms are to be satisfied each, an "Option Closing"). Each Option Closing shall take place at the Closingoffices of Lowenstein Sandler PC, but subject to 1251 Aven▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, 18th Floor, New York, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ on such other date as the satisfaction or waiver thereof in accordance with the terms of the Merger Agreement), the Mergers shall have been consummated Company and the Second Effective Time participating SSF Investors shall have occurred; (ii) Parent shall have received the PIPE Investment Amount; and (iii) (x) with respect to Parent, all representations and warranties of the Holder contained in this Agreement shall be true and correct in all material respects 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 Merger Agreement), except for, in each case, inaccuracies in the representations and warranties of the Holder which would not preclude the ability of the Holder to consummate the transactions contemplated hereby, and consummation of the Closing shall constitute a reaffirmation by the Holder of each of the representations, warranties and agreements of the Holder contained in this Agreement as of the Closing Date; and (y) with respect to the Holder, all representations and warranties of Parent contained in this Agreement shall be true and correct in all material respects 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 Merger Agreement), except for, in each case, inaccuracies in the representations and warranties of Parent which would not preclude the ability of Parent to consummate Repurchase, and consummation of the Closing shall constitute a reaffirmation by Parent of each of the representations, warranties and agreements of Parent contained in this Agreement as of the Closing Datemutually agree. (c) At the Closing, the parties hereto shall execute and deliver such additional documents and take such additional actions as the parties reasonably may deem to be practical and necessary in order to consummate the transactions contemplated by this Agreement, on the terms and conditions set forth herein.

Closing. (a) In accordance with the terms and subject to the conditions of this Agreement, the closing The transfer of the transaction contemplated Membership Interest by Section 1 Seller to Buyer (the “"Closing”") shall take place promptly following on or before December 14, 1997 at such time and place as the Second Effective Time. parties agree (the "Closing Date"). (a) At the Closing:, Seller shall deliver or cause to be delivered to Buyer, the following instruments and documents, in form and substance satisfactory to Buyer, against delivery of the items specified in Section 6(b): (i) Subject to Assignment of Membership Interest and Certificate(s) representing the Aggregate Repurchase Price Membership Interest being greater than $0.00acquired in connection with this transaction; (ii) Company resolution(s) approving the transaction on the part of the Company; (iii) Corporate resolution(s) approving the transaction on the part of the Seller; (iv) Termination of the Company's Operating Agreement between Buyer and Seller. (v) Termination of the Franchise Agreement; (vi) Termination of the Management Agreement; (vii) Deleted; (viii) Assignments and assumptions of executory contracts, Parent shall deliver (or cause to be delivered) to the Holder an amount in cash, by wire transfer of immediately available funds to an account designated by the Holder in writing no later than five (5) Business Days prior to the Closing, equal to (x) the Aggregate Repurchase Price, minus (y) the Holder Expense Amountif any; and (iiix) the Holder Such other documents and instruments as shall deliver (be necessary or cause convenient to be delivered): (1) the Repurchase Shares (along with any applicable instruments of transfereffectuate this transaction, including stock powers including, without limitation, all books and letters of transmittal, as applicable) in book entry form to Parent or to a custodian designated by Parent prior to the Closing; (2) a validly executed IRS Form W-9; (3) a completed copy records of the Tax Certification Form attached hereto as Exhibit A; and (4) such documents or instruments required by the Company’s transfer agent. (b) The Closing At the Closing, Buyer shall deliver or cause to be subject delivered to Seller, the conditions thatfollowing instruments and documents, on in form and substance satisfactory to Sellers, against delivery of the Closing Date:items specified in Section 6(a): (i) all A check in the amount of the conditions set forth in Article VIII of the Merger Agreement (including the condition set forth in Section 8.2(g) of the Merger Agreement) shall have been satisfied or waived (other than those conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or waiver thereof in accordance with the terms of the Merger Agreement), the Mergers shall have been consummated and the Second Effective Time shall have occurredpurchase price; (ii) Parent shall have received Corporation resolution(s) approving the PIPE Investment Amounttransaction; (iii) Termination of the Company's Operating Agreement between Buyer and Seller. (iv) Termination of the Franchise Agreement; (v) Termination of the Management Agreement; (vi) Deleted; (vii) Assignments and assumptions of executory contracts, if any; and (iiiviii) (x) with respect to Parent, all representations Such other documents and warranties of the Holder contained in this Agreement instruments as shall be true and correct in all material respects as of necessary or convenient to effectuate this transaction. Each party at any time after the Closing Date (except Date, will execute, acknowledge, and deliver any further deeds, assignments, conveyances, and other assurances, documents and instruments of transfer, reasonably requested by the other party, and will take any other action consistent 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 terms of this Agreement which are contemplated or expressly permitted by this Agreement or the Merger Agreement), except for, in each case, inaccuracies in the representations and warranties of the Holder which would not preclude the ability of the Holder to consummate the transactions contemplated hereby, and consummation of the Closing shall constitute a reaffirmation that may reasonably be requested by the Holder other party for the purpose of each of complying with the representations, warranties and agreements of the Holder contained in this Agreement as of the Closing Date; and (y) with respect to the Holder, all representations and warranties of Parent contained in this Agreement shall be true and correct in all material respects 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 terms of this Agreement which are contemplated or expressly permitted by this Agreement or the Merger Agreement), except for, in each case, inaccuracies in the representations and warranties of Parent which would not preclude the ability of Parent to consummate Repurchase, and consummation of the Closing shall constitute a reaffirmation by Parent of each of the representations, warranties and agreements of Parent contained in this Agreement as of the Closing Date. (c) At the Closing, the parties hereto shall execute and deliver such additional documents and take such additional actions as the parties reasonably may deem to be practical and necessary in order to consummate the transactions contemplated by this Agreement, on the terms and conditions set forth herein.

Closing. (a) In accordance with the terms 2.1. The purchase and subject to the conditions of this Agreement, the closing sale of the transaction contemplated by Section 1 (the “Closing”) Preferred Shares shall take place promptly following at the Second Effective Timeoffices of 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 mutually agree in writing (which time and place are designated as the "Closing"). 2.2. At the initial Closing, the Company and the Parent shall deliver, or cause to be delivered, to the Investor the following: (i) Subject a certificate 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 Delaware limited liability company; (iii) The Option, substantially in the form of Exhibit B attached hereto (the "Option"), duly executed by Parent; (iv) A secretary's certificate with respect to minutes of the Aggregate Repurchase Price being greater than $0.00directors and the stockholder of the Company approving the transactions contemplated hereunder; (v) A secretary's certificate with respect to minutes of the directors 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, Parent and a copy of the By-Laws of each of the Company and Parent, including all amendments thereto; (vii) Evidence of the filing of the Certificate of Designation; and (viii) A legal opinion from Herrick, Feinstein LLP. ▇.▇. ▇▇ ▇▇e initial Closing, the Investor shall deliver (deliver, or cause to be delivered) , to the Holder an amount in cash, by wire transfer of immediately available funds to an account designated by Company the Holder in writing no later than five (5) Business Days prior to the Closing, equal to (x) the Aggregate Repurchase Price, minus (y) the Holder Expense Amount; and (ii) the Holder shall deliver (or cause to be delivered): (1) the Repurchase Shares (along with any applicable instruments of transfer, including stock powers and letters of transmittal, as applicable) in book entry form to Parent or to a custodian designated by Parent prior to the Closing; (2) a validly executed IRS Form W-9; (3) a completed copy of the Tax Certification Form attached hereto as Exhibit A; and (4) such documents or instruments required by the Company’s transfer agent. (b) The Closing shall be subject to the conditions that, on the Closing Datefollowing: (i) all of the conditions set forth A wire transfer in Article VIII of the Merger Agreement (including the condition set forth in Section 8.2(g) of the Merger Agreement) shall have been satisfied or waived (other than those conditions that by their terms are to be satisfied at the Closing, but subject immediately available funds to the satisfaction or waiver thereof account designated by the Company in accordance with the terms an amount of the Merger Agreement), the Mergers shall have been consummated and the Second Effective Time shall have occurrednot less than $1,000,000; (ii) Parent shall have received The Investor Rights Agreement, duly executed by the PIPE Investment AmountInvestor; (iii) The Option, duly executed by the Investor; and (iiiiv) (x) with respect to Parent, all representations and warranties A certified copy of the Holder contained in this Certificate of Formation and Operating Agreement shall be true and correct in all material respects as of the Closing Date (except with respect to such representations and warranties which speak as to an earlier dateInvestor, which representations and warranties shall be true and correct in including 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 Merger Agreement), except for, in each case, inaccuracies in the representations and warranties of the Holder which would not preclude the ability of the Holder to consummate the transactions contemplated hereby, and consummation of the Closing shall constitute a reaffirmation by the Holder of each of the representations, warranties and agreements of the Holder contained in this Agreement as of the Closing Date; and (y) with respect to the Holder, all representations and warranties of Parent contained in this Agreement shall be true and correct in all material respects 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 Merger Agreement), except for, in each case, inaccuracies in the representations and warranties of Parent which would not preclude the ability of Parent to consummate Repurchase, and consummation of the Closing shall constitute a reaffirmation by Parent of each of the representations, warranties and agreements of Parent contained in this Agreement as of the Closing Dateamendments thereto. (c) At the Closing, the parties hereto shall execute and deliver such additional documents and take such additional actions as the parties reasonably may deem to be practical and necessary in order to consummate the transactions contemplated by this Agreement, on the terms and conditions set forth herein.

Closing. The closing (athe "Closing") In accordance with the terms and subject to the conditions of this Agreement, the closing of the transaction contemplated by Section 1 (sale and purchase of the “Closing”) Transferred Assets and the delivery of the Warrant shall take place promptly following on the Second Effective TimeClosing Date at the offices of Debevoise & ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, or such other place as the parties agree upon. At the Closing: (a) The Sellers and the Buyer shall execute and deliver such bills or deeds of sale, assignment or transfer, and such other agreements and instruments, as are necessary or appropriate to transfer, convey, assign and deliver to the Buyer good and marketable title to the Transferred Assets, free and clear of all Liens (other than Permitted Liens); (b) The Buyer shall deliver such instruments of assumption or transfer, and such other agreements and instruments, as are necessary or appropriate for the Buyer to assume, and be responsible to pay, honor and discharge, the Assumed Liabilities; (c) The Buyer shall deliver to Vigilant (i) Subject a check in the amount of $4.0 million in the name Vigilant and (ii) a check in the amount of $8.0 million in the name of The Chase Manhattan Bank, N.A., unless the Buyer and Vigilant determine to have the Aggregate Repurchase Price being greater than $0.00foregoing amounts delivered by wire transfer, Parent in which case the Buyer shall deliver (or cause to be delivered) to the Holder an amount in cash, such amounts by wire transfer of immediately available funds to an account the accounts of The Chase Manhattan Bank, N.A. and Vigilant designated by the Holder in writing no later than five (5) Business Days prior to the Closing, equal to (x) the Aggregate Repurchase Price, minus (y) the Holder Expense Amount; and (ii) the Holder shall deliver (or cause to be delivered): (1) the Repurchase Shares (along with any applicable instruments of transfer, including stock powers and letters of transmittal, as applicable) in book entry form to Parent or to a custodian designated by Parent Buyer prior to the Closing; (2d) a validly executed IRS Form W-9▇▇▇▇▇▇ shall issue and deliver the Warrant to GenTek (or any wholly-owned subsidiary of GenTek designated in writing to ▇▇▇▇▇▇ prior to the Closing), free and clear of all Liens; (3e) a completed copy of ▇▇▇▇▇▇ and the Tax Certification Form attached hereto as Exhibit ABuyer shall execute and deliver the License and Supply Agreement; (f) The Sellers shall deliver to GenTek and the Buyer all certificates, instruments and other documents required to be delivered pursuant to Section 6.3; and (4) such documents or instruments required by the Company’s transfer agent. (bg) The Closing Buyer and GenTek shall be subject deliver to the conditions thatSellers all certificates, on the Closing Date: (i) all of the conditions set forth in Article VIII of the Merger Agreement (including the condition set forth in Section 8.2(g) of the Merger Agreement) shall have been satisfied or waived (instruments and other than those conditions that by their terms are documents required to be satisfied at the Closing, but subject delivered pursuant to the satisfaction or waiver thereof in accordance with the terms of the Merger Agreement), the Mergers shall have been consummated and the Second Effective Time shall have occurred; (ii) Parent shall have received the PIPE Investment Amount; and (iii) (x) with respect to Parent, all representations and warranties of the Holder contained in this Agreement shall be true and correct in all material respects 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 Merger Agreement), except for, in each case, inaccuracies in the representations and warranties of the Holder which would not preclude the ability of the Holder to consummate the transactions contemplated hereby, and consummation of the Closing shall constitute a reaffirmation by the Holder of each of the representations, warranties and agreements of the Holder contained in this Agreement as of the Closing Date; and (y) with respect to the Holder, all representations and warranties of Parent contained in this Agreement shall be true and correct in all material respects 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 Merger Agreement), except for, in each case, inaccuracies in the representations and warranties of Parent which would not preclude the ability of Parent to consummate Repurchase, and consummation of the Closing shall constitute a reaffirmation by Parent of each of the representations, warranties and agreements of Parent contained in this Agreement as of the Closing DateSection 6.2. (c) At the Closing, the parties hereto shall execute and deliver such additional documents and take such additional actions as the parties reasonably may deem to be practical and necessary in order to consummate the transactions contemplated by this Agreement, on the terms and conditions set forth herein.

Closing. (a) In accordance with the terms and subject to the conditions of this Agreement, the The closing of the transaction contemplated by Section 1 (the “Closing”) of the purchase and sale of the Sold VS Interests and the Sold GP Interests hereunder shall take place promptly following at the Second Effective Time. At the Closing: (i) Subject to the Aggregate Repurchase Price being greater than $0.00offices of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, Parent shall deliver (or cause to be delivered) to the Holder an amount ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, as soon as possible, but in cash, by wire transfer of immediately available funds to an account designated by the Holder in writing no event later than five (5) Business Days prior Days, after satisfaction or, to the Closingextent permissible, equal to (x) waiver by the Aggregate Repurchase Price, minus (y) the Holder Expense Amount; and (ii) the Holder shall deliver (party or cause to be delivered): (1) the Repurchase Shares (along with any applicable instruments of transfer, including stock powers and letters of transmittal, as applicable) in book entry form to Parent or to a custodian designated by Parent prior parties hereto entitled to the Closing; (2) a validly executed IRS Form W-9; (3) a completed copy of the Tax Certification Form attached hereto as Exhibit A; and (4) such documents or instruments required by the Company’s transfer agent. (b) The Closing shall be subject to the conditions that, on the Closing Date: (i) all benefit of the conditions set forth in Article VIII of the Merger Agreement (including the condition set forth in Section 8.2(g) of the Merger Agreement) shall have been satisfied or waived 8 (other than those conditions that by their terms 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 waiver thereof in accordance with at such other time or place as Buyer and Parent may agree. If the terms Closing occurs, the Closing shall be deemed to be effective at 12:01 a. m. Eastern Time on the Closing Date. At the Closing: (a) Buyer shall deliver (or cause to be delivered) to Parent: (i) for the benefit of the Merger AgreementSelling Entities, subject to Section 2.13(a), the Mergers Estimated Purchase Price in immediately available funds by wire transfer to one or more accounts of Parent or any of its Subsidiaries designated by Parent, by notice to Buyer, which notice shall have been consummated and be delivered not later than two Business Days prior to the Second Effective Time shall have occurredClosing Date; (ii) a signature page to the Sold VS Interests Assignment Agreement, duly executed by ▇▇▇▇▇; (iii) a signature page to the GP Assignment Agreement, duly executed by ▇▇▇▇▇; (iv) a signature page to the VS Holdco Operating Agreement, duly executed by ▇▇▇▇▇; (v) a signature page to the GP Agreement, duly executed by Buyer; (vi) signature pages to the Transition Services Agreement, duly executed either by VS Holdco or by the Subsidiary of VS Holdco set forth on Section 2.09(a) of the Parent shall have received Disclosure Schedule (the PIPE Investment Amount“Applicable VS Subsidiary”); (vii) signature pages to the Reverse Transition Services Agreement, duly executed either by VS Holdco or by the Applicable VS Subsidiary; (viii) a signature page to the Reimbursement Agreement, duly executed by either VS Holdco or by the Applicable VS Subsidiary; and (iiiix) (x) with respect to Parent, all representations and warranties of the Holder contained in this Agreement shall be true and correct in all material respects 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 Merger Agreement), except for, in each case, inaccuracies in the representations and warranties of the Holder which would not preclude the ability of the Holder to consummate the transactions contemplated hereby, and consummation of the Closing shall constitute a reaffirmation by the Holder of each of the representations, warranties and agreements of the Holder contained in this Agreement as of the Closing Date; and (y) with respect signature page to the HolderDC6 Construction Management Agreement, all representations and warranties duly executed by VS ▇▇▇▇▇▇ or a Subsidiary of Parent contained in this Agreement shall be true and correct in all material respects 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 Merger Agreement), except for, in each case, inaccuracies in the representations and warranties of Parent which would not preclude the ability of Parent to consummate Repurchase, and consummation of the Closing shall constitute a reaffirmation by Parent of each of the representations, warranties and agreements of Parent contained in this Agreement as of the Closing DateVS Holdco. (cb) At Parent shall deliver, or cause to be delivered, to Buyer: (i) a signature page to the Sold VS Interests Assignment Agreement, duly executed by each Selling Entity holding Sold VS Interests; (ii) a signature page to the GP Assignment Agreement, duly executed by each Selling Entity holding Sold GP Interests; (iii) a signature page to the VS Holdco Operating Agreement, duly executed by each Parent Member that will hold Retained VS Holdco Interests as of after the Closing, ; (iv) a signature page to the parties hereto shall execute and deliver such additional documents and take such additional actions as the parties reasonably may deem to be practical and necessary in order to consummate the transactions contemplated by this GP Agreement, on duly executed by each Parent Member that will hold Retained VS Holdco Interests as of after the terms and conditions set forth hereinClosing; (v) a signature page to the Transition Services Agreement, duly executed by ▇▇▇▇▇▇; (vi) a signature page to the Reverse Transition Services Agreement, duly executed by ▇▇▇▇▇▇; (vii) a signature page to the Reimbursement Agreement, duly executed by ▇▇▇▇▇▇; (viii) a signature page to the DC6 Construction Management Agreement, duly executed by ▇▇▇▇▇▇; and (ix) the payoff letters referred to in Section 2.14.

Closing. (a) In accordance with the terms The sale and subject to the conditions of this Agreement, the closing purchase of the transaction contemplated by Section 1 Shares is taking place at a closing (the “Closing”) shall take place promptly following being held by means of electronic exchange of executed documents simultaneously with the Second Effective Time. At execution of this Agreement. (b) Simultaneously with the Closingexecution of this Agreement: (i) the Issuer has allotted and issued the Consideration Shares to the Seller and delivered or caused to be delivered to the Seller certificates in respect of the Consideration Shares; (ii) the Seller has delivered or caused to be delivered to the Buyer certificates in respect of the Shares (or an express indemnity in a form reasonably satisfactory to the Buyer in the case of any found to be missing), accompanied by transfers in common form relating to the Shares duly executed in favor of the Buyer and a power of attorney with respect to the Shares in a form reasonably satisfactory to the Buyer duly executed as a deed by the Seller; (iii) each of the Issuer and the Buyer has delivered or caused to be delivered to the Seller copies of the required board resolutions to satisfy its obligations under this Agreement (including, without limitation, approving entry into this Agreement and authority to allot and issue the Consideration Shares); (iv) the Buyer has delivered or caused to be delivered to the Seller by cash payment an amount equal to the Estimated Settlement Amount, which shall be paid to the Seller’s Solicitors Client Account and payment of such sum to the Seller’s Solicitors Client Account shall constitute good discharge of such payment obligations of the Buyer; (v) the Seller has delivered or caused to be delivered to the Buyer evidence reasonably satisfactory to the Buyer demonstrating that all Encumbrances on the Shares, including any Encumbrances in connection with any indebtedness of the Seller, have been released and recorded as such and that all instruments evidencing such Encumbrances have been returned to the Seller and delivered to the Buyer; (vi) the Seller has delivered or caused to be delivered to the Buyer evidence reasonably satisfactory to the Buyer demonstrating the termination of the Consultancy Agreement, dated as of May 2017, by and between the Company and Vestland Venture AS; (vii) the Buyer has delivered on its behalf and on behalf of the Company a confirmation stating that they waive any claims against the directors of the Company related to acts, facts or circumstances which have occurred prior to Closing, substantially in the form attached hereto as Exhibit D; (viii) the Seller has delivered or caused to be delivered to the Buyer: (A) a general release in favor of the Company and its Subsidiaries of all claims that the Seller has towards the Company and/or its Subsidiaries, in the form of Exhibit B hereto, duly executed by the Seller (the “Release Agreement”); and (B) an executed counterpart of each of the Ancillary Agreements signed by the Seller, the Company or any of their respective Affiliates; (ix) the Buyer has delivered or caused to be delivered to the Seller an executed counterpart of each of the Ancillary Agreements signed by the Buyer or its Affiliates; (x) the Seller has delivered to the Buyer resignations in the agreed terms duly executed as deeds of the directors of the Company and its Subsidiaries as specified by the Buyer; and (xi) the Seller has delivered or caused to be delivered to the Buyer copies of the required board and shareholder resolutions to satisfy its obligations under this Agreement (including, without limitation, approving entry into this Agreement and authority to sell and deliver the Shares); (xii) the Seller has delivered or caused to be delivered to the Buyer all original (and any and all copies of) agreements, documents, books and records, files and other information, and all computer disks, records, tapes and any other storage medium on which any such agreements, documents, books and records, files and other information is stored, in any such case used in the business and operations of the Company and its Subsidiaries that are in the possession of or under the control of the Seller; (xiii) the Seller has delivered or caused to be delivered to the Buyer copies of board resolutions of the Company in the agreed terms: (A) approving the registration (subject where necessary to due stamping) of the transfers in respect of the Shares; (B) authorizing the delivery to the Buyer of share certificates in respect of the Shares; (C) approving the appointment of Ian ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇. ▇▇▇▇▇▇▇▇ and ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ to be the directors and ▇▇▇ ▇. ▇▇▇▇▇▇▇▇ to be secretary of the Company. (c) Subject to the Aggregate Repurchase Price Section 2.2(b)(iv), all payments hereunder are being greater than $0.00, Parent shall deliver (or cause to be delivered) to the Holder an amount in cash, made by wire transfer of immediately available funds in British pounds sterling to an such account as was designated to the payor by the Holder in writing no later than five (5) payee at least two Business Days prior to the Closing, equal to (x) the Aggregate Repurchase Price, minus (y) the Holder Expense Amount; and (ii) the Holder shall deliver (or cause to be delivered): (1) the Repurchase Shares (along with any applicable instruments of transfer, including stock powers and letters of transmittal, as applicable) in book entry form to Parent or to a custodian designated by Parent prior to the Closing; (2) a validly executed IRS Form W-9; (3) a completed copy of the Tax Certification Form attached hereto as Exhibit A; and (4) such documents or instruments required by the Company’s transfer agentdate hereof. (b) The Closing shall be subject to the conditions that, on the Closing Date: (i) all of the conditions set forth in Article VIII of the Merger Agreement (including the condition set forth in Section 8.2(g) of the Merger Agreement) shall have been satisfied or waived (other than those conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or waiver thereof in accordance with the terms of the Merger Agreement), the Mergers shall have been consummated and the Second Effective Time shall have occurred; (ii) Parent shall have received the PIPE Investment Amount; and (iii) (x) with respect to Parent, all representations and warranties of the Holder contained in this Agreement shall be true and correct in all material respects 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 Merger Agreement), except for, in each case, inaccuracies in the representations and warranties of the Holder which would not preclude the ability of the Holder to consummate the transactions contemplated hereby, and consummation of the Closing shall constitute a reaffirmation by the Holder of each of the representations, warranties and agreements of the Holder contained in this Agreement as of the Closing Date; and (y) with respect to the Holder, all representations and warranties of Parent contained in this Agreement shall be true and correct in all material respects 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 Merger Agreement), except for, in each case, inaccuracies in the representations and warranties of Parent which would not preclude the ability of Parent to consummate Repurchase, and consummation of the Closing shall constitute a reaffirmation by Parent of each of the representations, warranties and agreements of Parent contained in this Agreement as of the Closing Date. (c) At the Closing, the parties hereto shall execute and deliver such additional documents and take such additional actions as the parties reasonably may deem to be practical and necessary in order to consummate the transactions contemplated by this Agreement, on the terms and conditions set forth herein.

Closing. (a) In accordance with On the terms and subject to Closing Date the conditions of this Agreement, the following closing of the transaction contemplated by Section 1 actions (the “ClosingClosing Actions”) shall take place promptly following the Second Effective Time. At the Closingplace: (i) Subject ▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇ have delivered to the Aggregate Repurchase Price being greater than $0.00, Parent Purchaser a consent declaration of their spouses pursuant to Section 1365 BGB substantially in the form attached as Schedule 9.8(a)(i); (ii) The Sellers shall provide documentation that all Subsidiaries listed in Schedule (E) have been successfully transferred to the Company; (iii) The Sellers shall deliver to the Purchaser validly signed resignation letters as managing directors of the General Partner substantially in the form and with the content as enclosed as Schedule 9.8(a)(iii); (iv) For all Subsidiaries listed in Schedule 9.8(a)(iv), Sellers shall deliver to the Purchaser: (1) validly signed resignation letters as managing directors for the individuals ▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇, and (2) actions appointing managing directors identified by the Purchaser; (v) To the extent a cash pool exists among any Group Companies, the Sellers shall settle the cash pool, shall remove from the cash pool the bank accounts of entities not included as part of the Transaction, and present evidence for such settlement and removal in form of a corresponding letter of confirmation of the bank; (vi) The Sellers shall deliver a “no known loss” affidavit to the Purchaser; (vii) The Sellers shall approve that the Company has consented to the Transaction, if any, or cause confirm that no such approvals are required; (viii) The Sellers shall confirm to be deliveredthe Purchaser that the guarantees, warranties and covenants given in this Agreement are true, correct and not misleading as of the Closing Date; (ix) The Sellers shall notify the respective authorities who granted state-aid to certain Subsidiaries under existing programmes on the change of control; (x) The Sellers and the Purchaser shall execute (via power of attorneys given to the attorneys-in-fact in Austria) the transfer deed for the transfer of the General Partner Shares as set forth in Schedule 3.3; (xi) The Sellers and the Purchaser shall execute the Escrow Agreement with the Escrow Agent; (xii) The Purchaser shall pay to the Escrow Agent the Escrow Amount; (xiii) The Sellers shall procure that the Group Companies pay in full the obligations described in Clause 8.7; (xiv) The Sellers shall confirm that all joint customer contracts between Excluded Entities and Group Companies on the one side and customers on the other side are separated in a manner that reasonably reflects the differing business activities the Excluded Entities and Group Companies performed as of the Signing Date; (xv) The Sellers will authorize the persons designated by the Purchaser to have security administration, transactional and account reporting access to the electronic bank systems at all financial institutions used for any bank accounts held by any Group Company; (xvi) The Purchaser shall pay the Preliminary Purchase Price (minus the Escrow Amount) to the Holder an amount in cash, by wire transfer of immediately available funds to an account designated by the Holder in writing no later than five (5) Business Days prior to the Closing, equal to (x) the Aggregate Repurchase Price, minus (y) the Holder Expense AmountSellers; and (iixvii) Seller I and Purchaser agree that the assignment of the Limited Partnership Interest by Seller I to Purchaser by way of a singular succession (Sonderrechtsnachfolge) shall be notified by Seller I, Purchaser and the General Partner in its capacity as the sole general partner of the Company. The respective filing (Handelsregisteranmeldung) shall be signed by Seller I, Purchaser and the General Partner in front of the acting notary, (the “LP Filing”) who will then certify (beglaubigen) the Holder shall deliver LP Filing and take it into custody (or cause in Verwahrung nehmen). The acting notary is commissioned by Seller I and Purchaser and instructed to submit, upon confirmation by Seller I that the Preliminary Purchase Price has been received, the LP Filing and such instruction can only be delivered): (1) revoked jointly by Seller I and Purchaser. Seller I is obliged to inform the Repurchase Shares (along with any applicable instruments of transfer, including stock powers and letters of transmittal, as applicable) in book entry form to Parent or to a custodian designated by Parent prior to acting notary about the Closing; (2) a validly executed IRS Form W-9; (3) a completed copy receipt of the Tax Certification Form attached hereto as Exhibit A; and Preliminary Purchase Price (4) such documents or instruments required by the Company’s transfer agentSellers and by the Escrow Agent) immediately. (b) The By way of signing appropriate closing minutes (the “Closing shall be subject to Minutes”) in the conditions that, on the Closing Date: (i) all of the conditions set forth in Article VIII of the Merger Agreement (including the condition set forth in Section 8.2(g) of the Merger Agreement) shall have been satisfied or waived (other than those conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or waiver thereof in accordance with the terms of the Merger Agreementformat attached hereto as Schedule 9.8(b), the Mergers Sellers and the Purchaser shall confirm at Closing to each other that the Closing Conditions and the Closing Actions have been consummated fulfilled in connection with this Agreement and the Second Effective Time shall General Partner Shares and the Limited Partnership Interest have occurred; (ii) Parent shall have received been transferred from the PIPE Investment Amount; and (iii) (x) with respect to Parent, all representations and warranties of the Holder contained in this Agreement shall be true and correct in all material respects 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 Merger Agreement), except for, in each case, inaccuracies in the representations and warranties of the Holder which would not preclude the ability of the Holder to consummate the transactions contemplated hereby, and consummation of the Closing shall constitute a reaffirmation by the Holder of each of the representations, warranties and agreements of the Holder contained in this Agreement as of the Closing Date; and (y) with respect Sellers to the Holder, all representations and warranties of Parent contained in this Agreement shall be true and correct in all material respects 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 Purchaser 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 Merger Agreement), except for, in each case, inaccuracies in the representations and warranties of Parent which would not preclude the ability of Parent to consummate Repurchase, and consummation of the Closing shall constitute a reaffirmation by Parent of each of the representations, warranties and agreements of Parent contained in this Agreement as of the Closing DateClosing. (c) At Each Party shall use best efforts to ensure that those of the Closing Actions have to be performed by it will be fulfilled as soon as possible. (d) The Sellers can waive the Closing Actions in Clauses 9.8(a)(ix), (xii), (xiv) and (xvi). The Purchaser can waive the Closing Actions in Clauses 9.8(a)(i), (ii), (iii), (iv), (v), (vi), (vii), (viii), (xiii), (xiv) and (xv). (e) In the event that no Closing has taken place until 15 October 2016, this Agreement shall become null and void (“Long Stop Date”). In this case the notarial fees are paid by the Party having caused the non-closing of the Transaction. (f) Interim Service Agreements (i) Sellers agree on behalf of the Group Companies and the Non-Target Corporations that all existing agreements relating to the provisioning of accounting services, human resources services, IT support services, and other reasonably related services among the Group Companies and the Non-Target Corporations (collectively “Interim Services”) that were in effect as of the Signing Date, including the Intragroup Agreements, are hereby deemed to be irrevocably and indefinitely waived and cancelled effective as of the Signing Date. (ii) Interim service agreements for the provisioning of Interim Services by the Group Companies for the benefit of the Non-Target Corporations will be negotiated by the Parties in good faith between the Signing Date and the Closing. (iii) Pursuant to the agreements agreed to in accordance with Clause 9.8(f)(ii), (A) Purchaser will provide the Interim Services “at cost” on request of the Sellers after Closing until 31 December 2016 at the latest; (B) if Sellers request that the Interim Services continue beyond 31 December 2016, such Interim Services will be provided “at cost” plus 50% until 31 March 2017; (C) any Interim Services that Purchaser agrees to provide after 31 March 2017 will be provided at rates to be negotiated between the Parties; and (D) Sellers and Purchaser will agree that Interim Services can be terminated prematurely at the end of any calendar month with one month’s prior written notice. (iv) If Seller and Purchaser will not be able to agree on the “at cost” price for the Interim Services prior to Closing, the parties hereto matter shall execute be transferred to the Expert on request of either Party, and deliver such additional documents and take such additional actions as the parties reasonably may deem to be practical and necessary in order to consummate Expert shall decide the transactions contemplated by this Agreement, on matter within two weeks after being retained with binding effect upon the terms and conditions set forth hereinParties.

Closing. (a) In accordance with the terms and subject to the conditions of this Agreement, the The closing of the transaction contemplated by Section 1 sale of the Property (the “Closing”) shall take place promptly following be held, subject to the Second Effective Timefulfillment of all conditions to Buyers’ obligations to close or waiver thereof by Buyers, on the Date of Closing. At Closing, Seller shall execute and deliver to Chicago Title Insurance Company, 1▇▇ ▇. ▇▇▇▇▇ Street; 04CI Chicago IL 60601-3294, Attention: R▇▇ ▇▇▇▇▇, or to Buyers’ counsel, as escrow agent (“Escrow Agent”), the Closingfollowing with respect to each Parcel: (ia) Subject to A warranty deed, in substantially the Aggregate Repurchase Price being greater than $0.00, Parent shall deliver (or cause to be delivered) to the Holder an amount in cash, by wire transfer of immediately available funds to an account designated by the Holder in writing no later than five (5) Business Days prior to the Closing, equal to (x) the Aggregate Repurchase Price, minus (y) the Holder Expense Amount; and (ii) the Holder shall deliver (or cause to be delivered): (1) the Repurchase Shares (along with any applicable instruments of transfer, including stock powers and letters of transmittal, as applicable) in book entry form to Parent or to a custodian designated by Parent prior to the Closing; (2) a validly executed IRS Form W-9; (3) a completed copy of the Tax Certification Form attached hereto as Exhibit A; and D hereto, conveying fee simple title to such Parcel from Seller to the related Buyer, and a b▇▇▇ of sale and assignment, in substantially the form attached hereto as Exhibit E hereto, conveying title to all personal property, if any, included as part of the Parcel, in each case free and clear of all liens, charges, encumbrances, easements, covenants and restrictions except for (4i) unpaid taxes not yet due and payable, (ii) matters shown on the related Survey, and (iii) the Permitted Exceptions (as defined in Paragraph 9) for such documents or instruments required by the Company’s transfer agent.Parcel; (b) The Closing shall be subject copies of all surveys, plans, specifications, structural and engineering reports, manuals, warranties and guarantees described in paragraph 1(c) to the conditions that, on the Closing Date:extent located by Seller; (ic) all An affidavit stating that Seller is not a “foreign person” within the meaning of the conditions set forth in Article VIII of the Merger Agreement (including the condition set forth in Section 8.2(g1445(f)(3) of the Merger AgreementInternal Revenue Code of 1986; (d) shall have been satisfied or waived (other than those conditions that Any customary affidavits reasonably required by their terms are the Title Company to be satisfied at the Closing, but subject issue its title policy(ies) to the satisfaction related Buyer; (e) All other documents affecting title to and possession of such Parcel and necessary to transfer or waiver thereof assign the same to the related Buyer, free and clear of all liens, security interests, charges and encumbrances, except the Permitted Exceptions; (f) A copy of a resolution for Seller authorizing the sale of the Parcel in accordance with the terms of this Agreement, and further authorizing the Merger Agreement), the Mergers shall have been consummated execution of all Closing documents and the Second Effective Time performance of all other acts necessary to close the sale of the Parcel in accordance with the terms of this Agreement; (g) A secretary’s certificate relating to incumbency and organizational documents for ONB and for Old National Bancorp (“Bancorp”); (h) A copy of the certificate of occupancy or legal equivalent thereof for such Parcel or letters from the applicable governmental agency that such certificates are not available; (i) A copy of the most recent property tax b▇▇▇ with respect to such Parcel; (j) The Commitment for such Parcel from the Title Company; and (k) Other documents and certificates reasonably requested by the related Buyer. In addition, each Buyer’s obligation hereunder to purchase its related Parcels shall have occurredbe conditioned on (1) no material adverse change in the financial condition, assets, operations, business or prospects of ONB or Bancorp from that set forth in the audited financial statements of such entity for the year ended December 31, 2006, and (2) the receipt by such Buyer of the following, each of which shall be in form and substance satisfactory to such Buyer in its reasonable determination: (i) An appraisal for each Parcel being purchased by such Buyer that meets the requirements of the Financial Institutions Reform, Recovery and Enforcement Act of 1989 and which shows that the fair market value of each such Parcel is not less than the Purchase Price therefor, plus any transaction costs funded by such Buyer; (ii) Parent shall have received A Phase I Environmental Assessment and, if further investigation is recommended in such assessment, a Phase II Environmental Assessment for each Parcel (the PIPE Investment Amount“Environmental Reports”) being purchased by such Buyer by an environmental services firm satisfactory to such Buyer; (iii) A property condition report for each Parcel being purchased by such Buyer conducted by an engineering firm satisfactory to such Buyer (the “Property Condition Reports”); (iv) A zoning report for each Parcel being purchased by such Buyer conducted by a firm satisfactory to such Buyer (the appraisals, environmental audits, zoning reports and Property Condition Reports for the Properties described in the foregoing clauses (i) through (iv) herein called collectively the “Property Reports”); (v) A fully executed original counterpart of a lease substantially in the form attached hereto as Exhibit C (the “Lease”) for each Parcel being purchased by such Buyer duly executed by ONB, a memorandum of lease in recordable form, duly executed by ONB for each such Parcel, and a lease guaranty in the form attached hereto as Exhibit F (the “Lease Guaranty”), duly executed by Bancorp; (vi) Insurance certificates as required under the related Lease for each Parcel being purchased by such Buyer; (vii) A copy of a resolution for ONB authorizing the Leases, and a copy of a resolution for Bancorp, authorizing the guaranty of the Leases; and (iiiviii) (x) An opinion of counsel for ONB and Bancorp. At Closing, each Buyer shall execute and/or deliver to Seller with respect to Parentthe Parcel or Parcels being purchased by such Buyer (i) the Purchase Prices for such Parcel or Parcels, all representations and warranties (ii) any other document or instrument reasonably required by Seller. ONB shall pay 100% of the Holder contained cost of all recordation, transfer and intangible taxes imposed on the warranty deeds for the Property and the cost of recording any title curative documents, including, without limitation, satisfactions of deeds to secure debt, mortgages and deeds of trust, and financing statement terminations. At Closing, ONB shall pay for (i) each Buyer’s owner’s title insurance premium (including all endorsements requested by such Buyer that are legally available in this Agreement shall be true the related jurisdiction) for policies issued pursuant to the Commitments, and correct in all material respects as title search costs, (ii) the cost of the Closing Date Surveys of each Parcel, (except with respect iii) the cost of the Property Reports for each Parcel, (iv) all costs and fees of the Escrow Agent, (v) Seller’s, Buyers’ and Buyers’ lenders’ legal expenses, (vi) all mortgage recording taxes and fees, and the mortgagees’ title policies for Buyers’ lenders, (vii) all costs of forming the Buyers and registering the Buyers to such representations do business in Indiana, and warranties which speak as to an earlier date(viii) all other out of pocket expenses incurred by SunTrust Equity Funding, 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 Merger AgreementLLC (“STEF”), except forthe sole member of each Buyer, in each case, inaccuracies in the representations and warranties of the Holder which would not preclude the ability of the Holder to consummate connection with the transactions contemplated hereby, including, without limitation, all travel expenses. The Closing and consummation delivery of all such documents shall take place as shall be mutually agreeable to the Closing shall constitute a reaffirmation by the Holder parties. Seller agrees to deliver possession of each of the representations, warranties and agreements of the Holder contained in this Agreement as of the Closing Date; and (y) with respect Parcel to the Holderrelated Buyer on the Date of Closing, all representations and warranties subject only to rights of Parent contained in this Agreement shall be true and correct in all material respects ONB, as of tenant, under the Closing Date (except with respect Lease related 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 Merger Agreement), except for, in each case, inaccuracies in the representations and warranties of Parent which would not preclude the ability of Parent to consummate Repurchase, and consummation of the Closing shall constitute a reaffirmation by Parent of each of the representations, warranties and agreements of Parent contained in this Agreement as of the Closing DateParcel. (c) At the Closing, the parties hereto shall execute and deliver such additional documents and take such additional actions as the parties reasonably may deem to be practical and necessary in order to consummate the transactions contemplated by this Agreement, on the terms and conditions set forth herein.

Closing. (a) In accordance with the terms and subject to the conditions of this Agreement, the The closing of the transaction contemplated by Section 1 (the “Closing”) of the transactions contemplated by this Agreement shall take place promptly following at the Second Effective Timeoffices of ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, ▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ at 10:00 a.m. (local time) on a date and time to be specified by the parties which shall be no later than the third (3rd) Business Day after satisfaction of the latest to occur of the conditions set forth in Article VI, or such other date and time as may be mutually agreed upon by the parties (the “Closing Date”). All proceedings to take place at the Closing shall take place simultaneously, and no delivery shall be considered to have been made until all such proceedings have been completed. (b) At the Closing: (i) Subject to the Aggregate Repurchase Price being greater than $0.00each Seller shall deliver, Parent shall deliver (or cause to be delivered) , to the Holder an amount Purchaser, against payment by the Purchaser to each Seller of such Seller’s Pro Rata Cash and Pro Rata Stock: (A) the stock certificate or certificates representing such Seller’s Shares, duly endorsed for transfer, or accompanied by duly executed assignments separate from the certificate, and any other documentation reasonably requested by the Purchaser to transfer such Shares in cashthe stock records of the Company, transferring to the Purchaser full and exclusive ownership of such Shares, free and clear of all Liens; and (B) all other documents, certificates and other instruments required to be delivered, or caused to be delivered, by wire transfer of immediately available funds to an account designated by the Holder in writing no later than five (5) Business Days prior to the Closing, equal to (x) the Aggregate Repurchase Price, minus (y) the Holder Expense Amount; andeach Seller pursuant hereto. (ii) the Holder Purchaser shall deliver (deliver, or cause to be delivered):, to each Seller, against delivery of the certificate or certificates representing such Seller’s Shares, properly endorsed for transfer or accompanied by proper assignments: (1A) the Repurchase Shares (along with any applicable instruments of transfer, including stock powers and letters of transmittal, as applicable) in book entry form to Parent or to a custodian designated by Parent prior to the Closingsuch Seller’s Pro Rata Cash; (2B) a validly executed IRS Form W-9; (3) a completed copy stock certificate issued in the name of the Tax Certification Form attached hereto as Exhibit Asuch Seller representing such Seller’s Pro Rata Stock; and (4C) such documents or all other documents, certificates and other instruments required to be delivered, or caused to be delivered, by the Company’s transfer agentPurchaser pursuant hereto. (biii) The Closing the Purchaser shall deliver, or cause to be subject delivered, to the conditions thatDepository Agent, on the Closing Date: (i) all against delivery of the conditions set forth in Article VIII of certificate or certificates representing the Merger Agreement (including Shares held by the condition set forth in Section 8.2(g) of Founders, properly endorsed for transfer or accompanied by proper assignment, a stock certificate or certificates representing the Merger Agreement) shall have been satisfied or waived (other than those conditions that by their terms are Escrowed Shares, to be satisfied at the Closing, but subject to the satisfaction or waiver thereof held and distributed in accordance with the terms and conditions of the Merger Escrow Agreement), the Mergers shall have been consummated and the Second Effective Time shall have occurred; (ii) Parent shall have received the PIPE Investment Amount; and (iii) (x) with respect to Parent, all representations and warranties of the Holder contained in this Agreement shall be true and correct in all material respects 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 Merger Agreement), except for, in each case, inaccuracies in the representations and warranties of the Holder which would not preclude the ability of the Holder to consummate the transactions contemplated hereby, and consummation of the Closing shall constitute a reaffirmation by the Holder of each of the representations, warranties and agreements of the Holder contained in this Agreement as of the Closing Date; and (y) with respect to the Holder, all representations and warranties of Parent contained in this Agreement shall be true and correct in all material respects 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 Merger Agreement), except for, in each case, inaccuracies in the representations and warranties of Parent which would not preclude the ability of Parent to consummate Repurchase, and consummation of the Closing shall constitute a reaffirmation by Parent of each of the representations, warranties and agreements of Parent contained in this Agreement as of the Closing Date. (c) At the Closing, the parties hereto shall execute and deliver such additional documents and take such additional actions as the parties reasonably may deem to be practical and necessary in order to consummate the transactions contemplated by this Agreement, on the terms and conditions set forth herein.

Closing. (a) In accordance with the terms and subject to the conditions of this Agreement, the The closing of the transaction contemplated by Section 1 sale and purchase of the Shares (the “Closing”) shall take place promptly following at 8:00 a.m. Eastern Standard Time at the Second Effective Timeoffices of Debevoise and ▇▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, on September 1, 2010, subject to the waiver or satisfaction of all conditions to Closing set out in Article VI and Article VII of this Agreement, or at such other place, time and date as may be mutually agreed to by the parties hereto. The date on which the Closing occurs is referred to in this Agreement as the “Closing Date.” At the Closing: (ia) Subject Seller will deliver to the Aggregate Repurchase Price being greater than $0.00Buyers (A) two executed counterparts of this Agreement, Parent (B) two executed counterparts of all documents and certificates required by this Agreement and (C) such other documents as the Buyers shall reasonably request to effectuate this Agreement on the terms contemplated hereby; (b) Seller and the International Subsidiary Buyer shall execute and deliver (or cause to be delivered) a transfer agreement with respect to the Holder an amount in cash, by wire transfer of immediately available funds the Mexican Shares, in form and substance reasonably satisfactory to an account designated by the Holder in writing no later than five (5) Business Days prior to the Closing, equal to (x) the Aggregate Repurchase Price, minus (y) the Holder Expense AmountSeller and International Subsidiary Buyer; and (c) Seller will deliver to the US Subsidiary Buyer one or more certificates representing all of the US Shares, duly endorsed in blank or accompanied by stock powers or other instruments of transfer duly executed in blank, and bearing or accompanied by all requisite stock transfer stamps. (d) The International Subsidiary Buyer will deliver to Seller, (i) two executed counterparts of this Agreement, (ii) two executed counterparts of all documents and certificates required by this Agreement, and (iii) such other documents as Seller shall reasonably request to effectuate this Agreement on the Holder shall deliver (or cause to be delivered): (1) the Repurchase Shares (along with any applicable instruments of transfer, including stock powers and letters of transmittal, as applicable) in book entry form to Parent or to a custodian designated by Parent prior to the Closing; (2) a validly executed IRS Form W-9; (3) a completed copy of the Tax Certification Form attached hereto as Exhibit Aterms contemplated hereby; and (4) such documents or instruments required by the Company’s transfer agent. (be) The Closing shall be subject US Subsidiary Buyer will deliver to the conditions that, on the Closing Date: Seller (i) all two executed counterparts of the conditions set forth in Article VIII of the Merger Agreement (including the condition set forth in Section 8.2(g) of the Merger this Agreement) shall have been satisfied or waived (other than those conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or waiver thereof in accordance with the terms of the Merger Agreement), the Mergers shall have been consummated and the Second Effective Time shall have occurred; (ii) Parent shall have received the PIPE Investment Amount; and two executed counterparts of all documents and certificates required by this Agreement and (iii) (x) with respect such other documents as Seller shall reasonably request to Parent, all representations and warranties of the Holder contained in effectuate this Agreement shall be true and correct in all material respects 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 Merger Agreement), except for, in each case, inaccuracies in the representations and warranties of the Holder which would not preclude the ability of the Holder to consummate the transactions contemplated hereby, and consummation of the Closing shall constitute a reaffirmation by the Holder of each of the representations, warranties and agreements of the Holder contained in this Agreement as of the Closing Date; and (y) with respect to the Holder, all representations and warranties of Parent contained in this Agreement shall be true and correct in all material respects 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 Merger Agreement), except for, in each case, inaccuracies in the representations and warranties of Parent which would not preclude the ability of Parent to consummate Repurchase, and consummation of the Closing shall constitute a reaffirmation by Parent of each of the representations, warranties and agreements of Parent contained in this Agreement as of the Closing Date. (c) At the Closing, the parties hereto shall execute and deliver such additional documents and take such additional actions as the parties reasonably may deem to be practical and necessary in order to consummate the transactions contemplated by this Agreement, on the terms and conditions set forth hereincontemplated hereby.

Closing. The closing (athe "Closing") In accordance with the terms and subject to the conditions of this Agreement, the closing of the transaction contemplated by Section 1 (the “Closing”) shall Sale will take place promptly following on June 12, 2006 at the Second Effective Time. At offices of King & Spalding, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, commencing at 10:00 a.m. (Atlanta, Georgia time) or at such place and time as the Closing: (i) Subject to the Aggregate Repurchase Price being greater than $0.00, Parent shall deliver (or cause to be delivered) to the Holder an amount in cash, by wire transfer of immediately available funds to an account designated by the Holder in writing no later than five (5) Business Days prior to the Closing, equal to (x) the Aggregate Repurchase Price, minus (y) the Holder Expense AmountParties may mutually determine; and (ii) the Holder shall deliver (or cause to be delivered): (1) the Repurchase Shares (along with any applicable instruments of transfer, including stock powers and letters of transmittal, as applicable) in book entry form to Parent or to a custodian designated by Parent prior to the Closing; (2) a validly executed IRS Form W-9; (3) a completed copy of the Tax Certification Form attached hereto as Exhibit A; and (4) such documents or instruments required by the Company’s transfer agent. (b) The Closing shall be subject to the conditions that, on the Closing Date: (i) provided that if all of the conditions set forth in Article VIII this Agreement capable of satisfaction prior to Closing have not been satisfied (or waived) as of such date, that the Merger Agreement Closing shall take place as promptly as possible after the satisfaction (including the condition set forth in Section 8.2(gor waiver) of all such conditions. The date on which the Merger Agreement) Closing shall have been satisfied or waived (take place is referred herein to as the "Closing Date." In addition to any other than those conditions that by their terms are documents to be satisfied delivered under other provisions of this Agreement, at the Closing, but subject : (a) The Sellers shall deliver to the satisfaction or waiver thereof Buyer the following documents (collectively referred to herein as the "Ancillary Agreements"): (i) a license agreement in accordance with the terms of form attached as Exhibit A (the Merger "License Agreement"), the Mergers shall have been consummated and the Second Effective Time shall have occurredexecuted by each Seller; (ii) Parent a supply agreement in the form attached as Exhibit B (the "Finished Product Supply Agreement"), executed by the Sellers; (iii) a supply agreement in the form attached as Exhibit C (the "Resin Supply Agreement"), executed by the Sellers; (iv) a technology transfer agreement in the form attached hereto as Exhibit D (the "Technology Transfer Agreement"), executed by the Sellers; (v) a ▇▇▇▇ of sale for all of the Purchased Assets that are tangible personal property (the "▇▇▇▇ of Sale"), executed by each applicable Seller; (vi) an assignment of all of the Purchased Assets that are intangible personal property which assignment shall have received also contain the PIPE Investment AmountBuyer's undertaking and assumption of the Assumed Liabilities (the "Assignment and Assumption Agreement"), executed by each applicable Seller; (vii) assignments of all Purchased Intellectual Property Rights, each in form and substance reasonably satisfactory to the Buyer and its legal counsel and executed by each applicable Seller; (viii) such other deeds, bills of sale, assignments, certificates of title, documents and other instruments of transfer and conveyance as may reasonably be requested by the Buyer, each in form and substance reasonably satisfactory to the Buyer and its legal counsel and executed by each applicable Seller; and (iiiix) a development agreement in the form attached as Exhibit E (xthe "Development Agreement"), executed by each Seller. (b) with respect The Buyer shall deliver to Parent, all representations and warranties of the Holder contained in this Agreement shall be true and correct in all material respects as of Sellers: (i) the Closing Date Payment by wire transfer of immediately available funds; (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 Merger Agreement), except for, in each case, inaccuracies in the representations and warranties of the Holder which would not preclude the ability of the Holder to consummate the transactions contemplated hereby, and consummation of the Closing shall constitute a reaffirmation by the Holder of ii) each of the representationsAncillary Agreements, warranties and agreements of executed by the Holder contained in this Agreement as of the Closing DateBuyer; and (yiii) with respect such other deeds, bills of sale, assignments, certificates of title, documents and other instruments of transfer and conveyance as may reasonably be requested by the Sellers, each in form and substance reasonably satisfactory to the Holder, all representations Sellers and warranties of Parent contained in this Agreement shall be true their legal counsel and correct in all material respects as of executed by 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 Merger Agreement), except for, in each case, inaccuracies in the representations and warranties of Parent which would not preclude the ability of Parent to consummate Repurchase, and consummation of the Closing shall constitute a reaffirmation by Parent of each of the representations, warranties and agreements of Parent contained in this Agreement as of the Closing DateBuyer. (c) At the Closing, the parties hereto shall execute and deliver such additional documents and take such additional actions as the parties reasonably may deem to be practical and necessary in order to consummate the transactions contemplated by this Agreement, on the terms and conditions set forth herein.

Closing. (a) In accordance with the terms and subject to the conditions of this AgreementAt Closing, the closing of parties shall deliver the transaction contemplated by Section 1 (following ------- documents and the “Closing”) following events shall take place promptly following the Second Effective Time. At the Closingoccur: (i) Subject to the Aggregate Repurchase Price being greater than $0.00, Parent 15.1 Sellers shall deliver (or cause to be delivered) delivered to the Holder an amount Title Company or the Buyer: 15.1.1 Executed (i) Assignments, Bills of Sale, Conveyances, substantially in cashthe form attached as Exhibit "Q" attached hereto (the "Assignments"), by wire transfer of immediately available funds to an account designated by the Holder in writing no later than five (5) Business Days prior to the Closing, equal to (x) the Aggregate Repurchase Price, minus (y) the Holder Expense Amount; and (ii) Special Warranty Deeds substantially in the Holder shall deliver (or cause to be delivered): (1) the Repurchase Shares (along with any applicable instruments of transfer, including stock powers and letters of transmittal, as applicable) in book entry form to Parent or to a custodian designated by Parent prior to the Closing; (2) a validly executed IRS Form W-9; (3) a completed copy of the Tax Certification Form attached hereto as Exhibit A; and (4) such documents or instruments required by the Company’s transfer agent. (b) The Closing shall be subject to the conditions that"R" hereto, on the Closing Date: (i) all of the conditions set forth in Article VIII of the Merger Agreement (including the condition set forth in Section 8.2(g) of the Merger Agreement) shall have been satisfied or waived (other than those conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or waiver thereof in accordance with the terms of the Merger Agreement), the Mergers shall have been consummated and the Second Effective Time shall have occurred; (ii) Parent shall have received the PIPE Investment Amount; and (iii) an Assumption Agreement (x) with respect to Parent, all representations and warranties of covering the Holder contained in this Agreement shall be true and correct in all material respects 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 Merger AgreementAssumed Obligations), except for, in each case, inaccuracies substantially in the representations and warranties of the Holder which would not preclude the ability of the Holder to consummate the transactions contemplated herebyform attached as Exhibit "S" hereto, and consummation of the Closing shall constitute a reaffirmation by the Holder of each of the representations, warranties and agreements of the Holder contained in this Agreement as of the Closing Date; and (yiv) with respect such other instruments as may be required to convey the Holder, all representations Assets to Buyer and warranties of Parent contained in this Agreement shall be true and correct in all material respects 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 Merger Agreement), except for, in each case, inaccuracies in the representations and warranties of Parent which would not preclude the ability of Parent to consummate Repurchase, and consummation of the Closing shall constitute a reaffirmation by Parent of each of the representations, warranties and agreements of Parent contained in this Agreement as of the Closing Date. (c) At the Closing, the parties hereto shall execute and deliver such additional documents and take such additional actions as the parties reasonably may deem to be practical and necessary in order to consummate otherwise effectuate the transactions contemplated by this Agreement. Each such instrument shall be executed in sufficient counterparts to facilitate recording. Seller shall convey to Buyer all of Seller's right, on title and interest in the terms and conditions set forth hereinAssets, subject to the Permitted Encumbrances. The Assignments shall provide that ALL PERSONAL PROPERTY, MACHINERY, FIXTURES, EQUIPMENT AND MATERIALS CONVEYED THEREBY ARE SOLD AND ASSIGNED AND ACCEPTED BY BUYER IN THEIR "WHERE IS, AS IS" CONDITION, WITHOUT ANY WARRANTIES, EXPRESS OR IMPLIED OR STATUTORY, OF MARKETABILITY, QUALITY, CONDITION, MERCHANTABILITY AND/OR FITNESS FOR A PARTICULAR PURPOSE OR USE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. 15.1.2 The Officer's Certificates referred to in Section 14.1.1 hereof. 15.1.3 The opinion of counsel referred to in Section 14.1.2 hereof. 15.2 Buyer shall deliver or cause to be delivered to Banque Paribas or the Sellers:

Closing. (a) In accordance with Subject to Purchaser’s right to terminate this Agreement prior to its consummation, as specified in Paragraphs 6, 7, and 8 hereof, the terms and subject to the conditions consummation of this Agreement, the closing of the transaction contemplated by Section 1 agreement (the “Closing”) shall take place promptly following occur on the Second Effective Time. At date (the Closing:“Closing Date”) which is sixty (60) days after the First or Extended Binding Date as applicable or such earlier date as the parties may agree. (ia) Subject to the Aggregate Repurchase Price being greater than $0.00At Closing, Parent Seller shall deliver (or cause to be delivered) delivered to Purchaser the Holder an amount in cash, by wire transfer of immediately available funds to an account designated by the Holder in writing no later than five (5) Business Days prior to the Closing, equal to (x) the Aggregate Repurchase Price, minus (y) the Holder Expense Amount; and (ii) the Holder shall deliver (or cause to be delivered):following: (1) The warranty deed conveying the Repurchase Shares (along with any applicable instruments of transfer, including stock powers and letters of transmittal, as applicable) in book entry form Property to Parent or to a custodian designated by Parent prior to the ClosingPurchase; (2) a validly executed IRS Form W-9▇▇▇▇ of sale conveying the Personal Property to Purchaser; (3) a completed copy All keys in the Seller’s possession; (4) An ALTA Statement showing no exceptions to the assurances specified herein except for Permitted Title Exception; (5) A GAP undertaking duly executed on behalf of Seller for the period from the most recent effective date of the Tax Certification Form attached hereto Title Commitment and the Closing Date; (6) A FIRPTA Affidavit from each of L&L and SIP; (7) Evidence that all necessary corporate and limited liability company authorizations required to complete the transactions contemplated hereunder have been undertaken by each of L&L and SIP; (8) Such other evidence, affidavits and indemnities as Exhibit Athe Title Company reasonably requires to issue the Title Policy; (9) Recordable easements entered into pursuant to Section 14 hereof; and (410) such documents or instruments required by the Company’s transfer agent. (b) The Closing shall be subject to the conditions that, on the Closing Date: (i) all of the conditions set forth in Article VIII of the Merger Agreement (including the condition set forth in Section 8.2(g) of the Merger Agreement) shall have been satisfied or waived (other than those conditions A certificate recertifying that by their terms are to be satisfied at the Closing, but subject to the satisfaction or waiver thereof in accordance with the terms of the Merger Agreement), the Mergers shall have been consummated and the Second Effective Time shall have occurred; (ii) Parent shall have received the PIPE Investment Amount; and (iii) (x) with respect to Parent, all representations and warranties of the Holder contained made by Seller in this Agreement shall be are true and correct in all material respects 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 Merger Agreement), except for, in each case, inaccuracies in the representations and warranties of the Holder which would not preclude the ability of the Holder to consummate the transactions contemplated hereby, and consummation of the Closing shall constitute a reaffirmation by the Holder of each of the representations, warranties and agreements of the Holder contained in this Agreement as of the Closing Date; and (y) with respect to the Holder, all representations and warranties of Parent contained in this Agreement shall be true and correct in all material respects 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 Merger Agreement), except for, in each case, inaccuracies in the representations and warranties of Parent which would not preclude the ability of Parent to consummate Repurchase, and consummation of the Closing shall constitute a reaffirmation by Parent of each of the representations, warranties and agreements of Parent contained in this Agreement as of the Closing Date. (cb) At the Closing, the parties hereto Purchaser shall execute and deliver such additional documents and take such additional actions as the parties reasonably may deem or cause to be practical and delivered to Seller the Following: (1) The Purchase Price; (2) Evidence that all necessary in order corporate action required to consummate complete the transactions contemplated by this AgreementAgreement has been performed and approved by Purchaser; and (3) As necessary, on the terms and conditions set forth hereincounterparts to easement agreements entered into pursuant to Section 14 hereof.