Common use of Conditions to Obligations of Purchaser Clause in Contracts

Conditions to Obligations of Purchaser. The obligations of Purchaser to consummate the transactions contemplated by this Agreement are subject to the fulfillment or written waiver, prior to or at the Closing, of each of the following conditions; provided, however, that in no event may Purchaser waive the conditions contained in Section 7.2(d) or Section 7.2(e): (a) Each of the representations and warranties of Sellers contained in ARTICLE IV of this Agreement shall be true and correct (disregarding for the purposes of such determination any qualification as to materiality or Material Adverse Effect) as of the Closing Date as if made on the Closing Date (except for representations and warranties that speak as of a specific date or time, which representations and warranties shall be true and correct only as of such date or time), except to the extent that any breaches of such representations and warranties, individually or in the aggregate, have not had, or would not reasonably be expected to have, a Material Adverse Effect. (b) Sellers shall have performed or complied in all material respects with all agreements and obligations required by this Agreement to be performed or complied with by Sellers prior to or at the Closing. (c) Sellers shall have delivered, or caused to be delivered, to Purchaser: (i) a certificate executed as of the Closing Date by a duly authorized representative of Sellers, on behalf of Sellers and not in such authorized representative’s individual capacity, certifying that the conditions set forth in Section 7.2(a) and Section 7.2(b) have been satisfied; (ii) the Equity Registration Rights Agreement, duly executed by Parent; (iii) stock certificates or membership interest certificates, if any, evidencing the Transferred Equity Interests (other than in respect of the Equity Interests held by Sellers in RHI, Promark Global Advisors Limited, Promark Investments Trustees Limited and the Delayed Closing Entities, which the Parties agree may be transferred following the Closing in accordance with Section 6.30, Section 6.34 and Section 6.35), duly endorsed in blank or accompanied by stock powers (or similar documentation) duly endorsed in blank, in proper form for transfer to Purchaser, including any required stamps affixed thereto; (iv) an omnibus ▇▇▇▇ of sale, substantially in the form attached hereto as Exhibit P (the “▇▇▇▇ of Sale”), together with transfer tax declarations and all other instruments of conveyance that are necessary to effect transfer to Purchaser of title to the Purchased Assets, each in a form reasonably satisfactory to the Parties and duly executed by the appropriate Seller; (v) an omnibus assignment and assumption agreement, substantially in the form attached hereto as Exhibit Q (the “Assignment and Assumption Agreement”), together with all other instruments of assignment and assumption that are necessary to transfer the Purchased Contracts and Assumed Liabilities to Purchaser, each in a form reasonably satisfactory to the Parties and duly executed by the appropriate Seller; (vi) a novation agreement, substantially in the form attached hereto as Exhibit R (the “Novation Agreement”), duly executed by Sellers and the appropriate United States Governmental Authorities; (vii) a government related subcontract agreement, substantially in the form attached hereto as Exhibit S (the “Government Related Subcontract Agreement”), duly executed by Sellers; (viii) an omnibus intellectual property assignment agreement, substantially in the form attached hereto as Exhibit T (the “Intellectual Property Assignment Agreement”), duly executed by Sellers; (ix) a transition services agreement, substantially in the form attached hereto as Exhibit U (the “Transition Services Agreement”), duly executed by Sellers; (x) all quitclaim deeds or deeds without warranty (or equivalents for those parcels of Owned Real Property located in jurisdictions outside of the United States), in customary form, subject only to Permitted Encumbrances, conveying the Owned Real Property to Purchaser (the “Quitclaim Deeds”), duly executed by the appropriate Seller; (xi) all required Transfer Tax or sales disclosure forms relating to the Transferred Real Property (the “Transfer Tax Forms”), duly executed by the appropriate Seller; (xii) an assignment and assumption of the leases and subleases underlying the Leased Real Property, in substantially the form attached hereto as Exhibit V (the “Assignment and Assumption of Real Property Leases”), together with such other instruments of assignment and assumption that are necessary to transfer the leases and subleases underlying the Leased Real Property located in jurisdictions outside of the United States, each duly executed by Sellers; provided, however, that if it is required for the assumption and assignment of any lease or sublease underlying a Leased Real Property that a separate assignment and assumption for such lease or sublease be executed, then a separate assignment and assumption of such lease or sublease shall be executed in a form substantially similar to Exhibit V or as otherwise required to assume or assign such Leased Real Property; (xiii) an assignment and assumption of the lease in respect of the premises located at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, substantially in the form attached hereto as Exhibit W (the “Assignment and Assumption of Harlem Lease”), duly executed by Harlem; (xiv) an omnibus lease agreement in respect of the lease of certain portions of the Excluded Real Property that is owned real property, substantially in the form attached hereto as Exhibit X (the “Master Lease Agreement”), duly executed by Parent; (xv) [Reserved]; (xvi) the Saginaw Service Contracts, if required, duly executed by the appropriate Seller; (xvii) any easement agreements required under Section 6.27(c), duly executed by the appropriate Seller; (xviii) the Subdivision Master Lease, if required, duly executed by the appropriate Sellers; (xix) a certificate of an officer of each Seller (A) certifying that attached to such certificate are true and complete copies of (1) such Seller’s Organizational Documents, each as amended through and in effect on the Closing Date and (2) resolutions of the board of directors of such Seller, authorizing the execution, delivery and performance of this Agreement and the Ancillary Agreements to which such Seller is a party, the consummation of the transactions contemplated by this Agreement and such Ancillary Agreements and the matters set forth in Section 6.16(e), and (B) certifying as to the incumbency of the officer(s) of such Seller executing this Agreement and the Ancillary Agreements to which such Seller is a party; (xx) a certificate in compliance with Treas. Reg. §1.1445-2(b)(2) that each Seller is not a foreign person as defined under Section 897 of the Tax Code; (xxi) a certificate of good standing for each Seller from the Secretary of State of the State of Delaware; (xxii) their written agreement to treat the Relevant Transactions and the other transactions contemplated by this Agreement in accordance with Purchaser’s determination in Section 6.16; (xxiii) payoff letters and related Encumbrance-release documentation (including, if applicable, UCC-3 termination statements), each in a form reasonably satisfactory to the Parties and duly executed by the holders of the secured Indebtedness; and (xxiv) all books and records of Sellers described in Section 2.2(a)(xiv). (d) The UAW Collective Bargaining Agreement shall have been ratified by the membership, shall have been assumed by the applicable Sellers and assigned to Purchaser, and shall be in full force and effect. (e) The UAW Retiree Settlement Agreement shall have been executed and delivered by the UAW and shall have been approved by the Bankruptcy Court as part of the Sale Approval Order. (f) The Canadian Operations Continuation Agreement shall have been executed and delivered by the parties thereto in the form previously distributed among them.

Conditions to Obligations of Purchaser. The obligations obligation of Purchaser to consummate the transactions contemplated by this Agreement are Closing is subject to the fulfillment satisfaction, or written waiver, prior to or the waiver at the ClosingPurchaser’s sole and absolute discretion, of each of all the following further conditions; provided, however, that in no event may Purchaser waive the conditions contained in Section 7.2(d) or Section 7.2(e):: (a) Each The Company shall have duly performed in all material respects all of its obligations hereunder required to be performed by it at or prior to the Closing Date. (b) All of the representations and warranties of Sellers the Company contained in ARTICLE IV of this Agreement and in any certificate delivered by the Company pursuant hereto, disregarding all qualifications and exceptions contained therein relating to materiality or Company Material Adverse Effect, shall be true and correct (disregarding for at and as of the purposes date of such determination any qualification as to materiality or Material Adverse Effect) this Agreement and as of the Closing Date as if made on the Closing Date (except for representations at and warranties that speak as of a specific date or time, which representations and warranties shall be true and correct only as of such date or time)date, in each case except to the extent that any breaches of such representations and warrantiesas would not, individually or in the aggregate, have not had, or would not reasonably be expected to have, have a Company Material Adverse Effect. (b) Sellers , and provided that in each case in that to the extent such representation or warranty is made in ARTICLE IV only as of a specific date, such representation or warranty shall have performed or complied in all material respects with all agreements and obligations required by this Agreement to be performed or complied with by Sellers prior to or at the Closingspeak only as of such specific date. (c) Sellers Since the Agreement Date, no Company Material Adverse Effect shall have delivered, or caused to occurred and be delivered, to Purchaser:continuing. (id) Purchaser shall have received a certificate executed as signed by either the Chief Executive Officer or the Chief Financial Officer of the Closing Date by a duly authorized representative of Sellers, on behalf of Sellers and not in such authorized representative’s individual capacity, Company certifying that each of the conditions set forth in Section 7.2(aSections 9.2(a), 9.2(b) and Section 7.2(b9.2(c) have been satisfied;. (e) Purchaser shall have received certificates signed by the corporate secretary of the Company and the Sellers, respectively, attaching and certifying to the accuracy of the following: (i) a copy of the memorandum and articles of association of the Company, certified as of a recent date by the Secretary of the Company, (ii) copies of the Equity Registration Rights Agreement, duly executed by Parent; Company’s certificate of incorporation and certificates of incorporation on change of name; (iii) stock certificates or membership interest certificates, if any, evidencing the Transferred Equity Interests (other than in respect of the Equity Interests held by Sellers in RHI, Promark Global Advisors Limited, Promark Investments Trustees Limited and the Delayed Closing Entities, which the Parties agree may be transferred following the Closing in accordance with Section 6.30, Section 6.34 and Section 6.35), duly endorsed in blank or accompanied by stock powers (or similar documentation) duly endorsed in blank, in proper form for transfer to Purchaser, including any required stamps affixed thereto; (iv) an omnibus ▇▇▇▇ of sale, substantially in the form attached hereto as Exhibit P (the “▇▇▇▇ of Sale”), together with transfer tax declarations and all other instruments of conveyance that are necessary to effect transfer to Purchaser of title to the Purchased Assets, each in a form reasonably satisfactory to the Parties and duly executed by the appropriate Seller; (v) an omnibus assignment and assumption agreement, substantially in the form attached hereto as Exhibit Q (the “Assignment and Assumption Agreement”), together with all other instruments of assignment and assumption that are necessary to transfer the Purchased Contracts and Assumed Liabilities to Purchaser, each in a form reasonably satisfactory to the Parties and duly executed by the appropriate Seller; (vi) a novation agreement, substantially in the form attached hereto as Exhibit R (the “Novation Agreement”), duly executed by Sellers and the appropriate United States Governmental Authorities; (vii) a government related subcontract agreement, substantially in the form attached hereto as Exhibit S (the “Government Related Subcontract Agreement”), duly executed by Sellers; (viii) an omnibus intellectual property assignment agreement, substantially in the form attached hereto as Exhibit T (the “Intellectual Property Assignment Agreement”), duly executed by Sellers; (ix) a transition services agreement, substantially in the form attached hereto as Exhibit U (the “Transition Services Agreement”), duly executed by Sellers; (x) all quitclaim deeds or deeds without warranty (or equivalents for those parcels of Owned Real Property located in jurisdictions outside of the United States), in customary form, subject only to Permitted Encumbrances, conveying the Owned Real Property to Purchaser (the “Quitclaim Deeds”), duly executed by the appropriate Seller; (xi) all required Transfer Tax or sales disclosure forms relating to the Transferred Real Property (the “Transfer Tax Forms”), duly executed by the appropriate Seller; (xii) an assignment and assumption of the leases and subleases underlying the Leased Real Property, in substantially the form attached hereto as Exhibit V (the “Assignment and Assumption of Real Property Leases”), together with such other instruments of assignment and assumption that are necessary to transfer the leases and subleases underlying the Leased Real Property located in jurisdictions outside of the United States, each duly executed by Sellers; provided, however, that if it is required for the assumption and assignment of any lease or sublease underlying a Leased Real Property that a separate assignment and assumption for such lease or sublease be executed, then a separate assignment and assumption of such lease or sublease shall be executed in a form substantially similar to Exhibit V or as otherwise required to assume or assign such Leased Real Property; (xiii) an assignment and assumption of the lease in respect of the premises located at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, substantially in the form attached hereto as Exhibit W (the “Assignment and Assumption of Harlem Lease”), duly executed by Harlem; (xiv) an omnibus lease agreement in respect of the lease of certain portions of the Excluded Real Property that is owned real property, substantially in the form attached hereto as Exhibit X (the “Master Lease Agreement”), duly executed by Parent; (xv) [Reserved]; (xvi) the Saginaw Service Contracts, if required, duly executed by the appropriate Seller; (xvii) any easement agreements required under Section 6.27(c), duly executed by the appropriate Seller; (xviii) the Subdivision Master Lease, if required, duly executed by the appropriate Sellers; (xix) a certificate of an officer of each Seller (A) certifying that attached to such certificate are true and complete copies of (1) such Seller’s Organizational Documents, each as amended through and in effect on the Closing Date and (2) resolutions of duly adopted by the board of directors of such Seller, the Company and the Seller authorizing the execution, delivery and performance of this Agreement and the Ancillary Agreements to which such Seller is a party, the consummation of the transactions contemplated by this Agreement hereby and such Ancillary Agreements and the matters set forth in Section 6.16(e)thereby, and (Biv) certifying as to the incumbency signatures of the officer(s) of such Seller executing this Agreement and any certificate or document to be delivered pursuant hereto, together with evidence of the Ancillary Agreements to which incumbency of such Seller is a party; Secretary, and (xxv) a certificate in compliance with Treas. Reg. §1.1445-2(b)(2) that each Seller is not a foreign person as defined under Section 897 of the Tax Code; (xxi) a certificate of recent good standing for each certificate regarding the Company and the Seller from each jurisdiction in which the Secretary of State of the State of Delaware; (xxii) their written agreement to treat the Relevant Transactions Company and the other transactions contemplated by this Agreement in accordance with Purchaser’s determination in Section 6.16; (xxiii) payoff letters and related Encumbrance-release documentation (including, if applicable, UCC-3 termination statements), each in a form reasonably satisfactory Seller organized or is qualified to the Parties and duly executed by the holders of the secured Indebtedness; and (xxiv) all books and records of Sellers described in Section 2.2(a)(xiv)do business. (d) The UAW Collective Bargaining Agreement shall have been ratified by the membership, shall have been assumed by the applicable Sellers and assigned to Purchaser, and shall be in full force and effect. (e) The UAW Retiree Settlement Agreement shall have been executed and delivered by the UAW and shall have been approved by the Bankruptcy Court as part of the Sale Approval Order. (f) The Canadian Operations Continuation Agreement shall have been executed and delivered by the parties thereto in the form previously distributed among them.

Conditions to Obligations of Purchaser. The obligations of Purchaser to consummate the transactions contemplated by this Agreement are subject to the fulfillment or written waiver, prior to or at the Closing, of each of the following conditions; provided, however, that in no event may Purchaser waive the conditions contained in Section 7.2(d) or Section 7.2(e): (a) Each of the representations and warranties of Sellers contained in ARTICLE IV of this Agreement shall be true and correct (disregarding for the purposes of such determination any qualification as to materiality or Material Adverse Effect) as of the Closing Date as if made on the Closing Date (except for representations and warranties that speak as of a specific date or time, which representations and warranties shall be true and correct only as of such date or time), except to the extent that any breaches of such representations and warranties, individually or in the aggregate, have not had, or would not reasonably be expected to have, a Material Adverse Effect. (b) Sellers shall have performed or complied in all material respects with all agreements and obligations required by this Agreement to be performed or complied with by Sellers prior to or at the Closing. (c) Sellers shall have delivered, or caused to be delivered, to Purchaser: (i) a certificate executed as of the Closing Date by a duly authorized representative of Sellers, on behalf of Sellers and not in such authorized representative’s individual capacity, certifying that the conditions set forth in Section 7.2(a) and Section 7.2(b) have been satisfied; (ii) the Equity Registration Rights Agreement, duly executed by Parent; (iii) stock certificates or membership interest certificates, if any, evidencing the Transferred Equity Interests (other than in respect of the Equity Interests held by Sellers in RHI, Promark Global Advisors Limited, Promark Investments Trustees Limited and the Delayed Closing Entities, which the Parties agree may be transferred following the Closing in accordance with Section 6.30, Section 6.34 and Section 6.35)Interests, duly endorsed in blank or accompanied by stock powers (or similar documentation) duly endorsed in blank, in proper form for transfer to Purchaser, including any required stamps affixed thereto; (iv) an omnibus ▇▇▇▇ of sale, substantially in the form attached hereto as Exhibit P O (the “▇▇▇▇ of Sale”), together with transfer tax declarations and all other instruments of conveyance that are necessary to effect transfer to Purchaser of title to the Purchased Assets, each in a form reasonably satisfactory to the Parties and duly executed by the appropriate Seller; (v) an omnibus assignment and assumption agreement, substantially in the form attached hereto as Exhibit Q P (the “Assignment and Assumption Agreement”), together with all other instruments of assignment and assumption that are necessary to transfer the Purchased Contracts and Assumed Liabilities to Purchaser, each in a form reasonably satisfactory to the Parties and duly executed by the appropriate Seller; (vi) a novation agreement, substantially in the form attached hereto as Exhibit R Q (the “Novation Agreement”), duly executed by Sellers and the appropriate United States Governmental Authorities; (vii) a government related subcontract agreement, substantially in the form attached hereto as Exhibit S R (the “Government Related Subcontract Agreement”), duly executed by Sellers; (viii) an omnibus intellectual property assignment agreement, substantially in the form attached hereto as Exhibit T S (the “Intellectual Property Assignment Agreement”), duly executed by Sellers; (ix) a transition services agreement, substantially in the form attached hereto as Exhibit U T (the “Transition Services Agreement”), duly executed by Sellers; (x) all quitclaim deeds or deeds without warranty (or equivalents for those parcels of Owned Real Property located in jurisdictions outside of the United States), in customary form, subject only to Permitted Encumbrances, conveying the Owned Real Property to Purchaser (the “Quitclaim Deeds”), duly executed by the appropriate Seller; (xi) all required Transfer Tax or sales disclosure forms relating to the Transferred Real Property (the “Transfer Tax Forms”), duly executed by the appropriate Seller; (xii) an assignment and assumption of the leases and subleases underlying the Leased Real Property, in substantially the form attached hereto as Exhibit V U (the “Assignment and Assumption of Real Property Leases”), together with such other instruments of assignment and assumption that are necessary to transfer the leases and subleases underlying the Leased Real Property located in jurisdictions outside of the United States, each duly executed by Sellers; provided, however, that if it is required for the assumption and assignment of any lease or sublease underlying a Leased Real Property that a separate assignment and assumption for such lease or sublease be executed, then a separate assignment and assumption of such lease or sublease shall be executed in a form substantially similar to Exhibit V U or as otherwise required to assume or assign such Leased Real Property; (xiii) an assignment and assumption of the lease in respect of the premises located at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, substantially in the form attached hereto as Exhibit W (the “Assignment and Assumption of Harlem Lease”), duly executed by Harlem; (xiv) an omnibus lease agreement in respect of the lease of certain portions of the Excluded Real Property that is owned real property, substantially in the form attached hereto as Exhibit X V (the “Master Lease Agreement”), duly executed by Parent; (xvxiv) [Reserved]in the event the premises located at ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ is designated by Purchaser as an Excluded Real Property, a lease agreement for premises located in Grand Blanc, Michigan, substantially in the form attached hereto as Exhibit W (the “SPO Lease”), duly executed by Parent; (xvixv) the Saginaw Service ContractsContract, if required, duly executed by the appropriate Seller; (xviixvi) any easement agreements required under Section 6.27(c), duly executed by the appropriate Seller; (xviiixvii) the Subdivision Master Lease, if required, duly executed by the appropriate Sellers; (xixxviii) a certificate of an officer of each Seller (A) certifying that attached to such certificate are true and complete copies of (1) such Seller’s Organizational Documents, each as amended through and in effect on the Closing Date and (2) resolutions of the board of directors of such Seller, authorizing the execution, delivery and performance of this Agreement and the Ancillary Agreements to which such Seller is a party, the consummation of the transactions contemplated by this Agreement and such Ancillary Agreements and the matters set forth in Section 6.16(e), and (B) certifying as to the incumbency of the officer(s) of such Seller executing this Agreement and the Ancillary Agreements to which such Seller is a party; (xxxix) a certificate in compliance with Treas. Reg. §1.1445-2(b)(2) that each Seller is not a foreign person as defined under Section 897 of the Tax Code; (xxixx) a certificate of good standing for each Seller from the Secretary of State of the State of Delaware; (xxiixxi) their written agreement to treat the Relevant Transactions and the other transactions contemplated by this Agreement in accordance with Purchaser’s determination in Section 6.16; (xxiiixxii) payoff letters and related Encumbrance-release documentation (including, if applicable, UCC-3 termination statements), each in a form reasonably satisfactory to the Parties and duly executed by the holders of the secured Indebtedness; and (xxivxxiii) all books and records of Sellers described in Section 2.2(a)(xiv). (d) The UAW Collective Bargaining Agreement shall have been ratified by the membership, shall have been assumed by the applicable Sellers and assigned to Purchaser, and shall be in full force and effect. (e) The UAW Retiree Settlement Agreement shall have been executed and delivered by the UAW and shall have been approved by the Bankruptcy Court as part of the Sale Approval Order. (f) The Canadian Operations Continuation Agreement shall have been executed and delivered by the parties thereto in the form previously distributed among them.

Conditions to Obligations of Purchaser. The obligations obligation of Purchaser to consummate the transactions contemplated by this Agreement are Closing is subject to the fulfillment or written waiver, prior to or at the Closing, of each satisfaction of the following further conditions; provided, however, that in no event may Purchaser waive the conditions contained in Section 7.2(d) or Section 7.2(e):: (a) Each (i) Sellers shall have performed in all material respects all of their obligations hereunder required to be performed by them at or prior to the Closing Date (including their obligations set forth in Section 4.02), (ii) the representations and warranties of Sellers contained in ARTICLE IV of this Agreement and in any certificate or other writing delivered by Sellers pursuant thereto, disregarding all qualifications and exceptions contained therein relating to materiality, shall be true at and correct (disregarding for the purposes of such determination any qualification as to materiality or Material Adverse Effect) as of the Closing Date respective dates applicable to each of them as if made on set forth herein, and (iii) Purchaser shall have received a certificate signed by the Closing Date (except for representations and warranties that speak as President of a specific date or time, which representations and warranties shall be true and correct only as of such date or time), except the Corporation to the extent that any breaches of such representations and warranties, individually or in the aggregate, have not had, or would not reasonably be expected to have, a Material Adverse Effectforegoing effects. (b) Sellers No proceeding challenging this Agreement or the transactions contemplated hereby or seeking to prohibit, alter, prevent or materially delay the Closing shall have performed been instituted by any person before any court, arbitrator or complied in all material respects with all agreements and obligations required by this Agreement to governmental body, agency or official nor shall they be performed or complied with by Sellers prior to or at the Closingpending. (c) Sellers Purchaser shall have delivered, or caused to be delivered, to Purchaser: (i) a certificate executed as of the Closing Date by a duly authorized representative of Sellers, on behalf of Sellers and not in such authorized representative’s individual capacity, certifying that the conditions set forth in Section 7.2(a) and Section 7.2(b) have been satisfied; (ii) the Equity Registration Rights Agreement, duly executed by Parent; (iii) stock certificates or membership interest certificates, if any, evidencing the Transferred Equity Interests (other than in respect of the Equity Interests held by Sellers in RHI, Promark Global Advisors Limited, Promark Investments Trustees Limited and the Delayed Closing Entities, which the Parties agree received all documents it may be transferred following the Closing in accordance with Section 6.30, Section 6.34 and Section 6.35), duly endorsed in blank or accompanied by stock powers (or similar documentation) duly endorsed in blank, in proper form for transfer to Purchaser, including any required stamps affixed thereto; (iv) an omnibus ▇▇▇▇ of sale, substantially in the form attached hereto as Exhibit P (the “▇▇▇▇ of Sale”), together with transfer tax declarations and all other instruments of conveyance that are necessary to effect transfer to Purchaser of title to the Purchased Assets, each in a form reasonably satisfactory to the Parties and duly executed by the appropriate Seller; (v) an omnibus assignment and assumption agreement, substantially in the form attached hereto as Exhibit Q (the “Assignment and Assumption Agreement”), together with all other instruments of assignment and assumption that are necessary to transfer the Purchased Contracts and Assumed Liabilities to Purchaser, each in a form reasonably satisfactory to the Parties and duly executed by the appropriate Seller; (vi) a novation agreement, substantially in the form attached hereto as Exhibit R (the “Novation Agreement”), duly executed by Sellers and the appropriate United States Governmental Authorities; (vii) a government related subcontract agreement, substantially in the form attached hereto as Exhibit S (the “Government Related Subcontract Agreement”), duly executed by Sellers; (viii) an omnibus intellectual property assignment agreement, substantially in the form attached hereto as Exhibit T (the “Intellectual Property Assignment Agreement”), duly executed by Sellers; (ix) a transition services agreement, substantially in the form attached hereto as Exhibit U (the “Transition Services Agreement”), duly executed by Sellers; (x) all quitclaim deeds or deeds without warranty (or equivalents for those parcels of Owned Real Property located in jurisdictions outside of the United States), in customary form, subject only to Permitted Encumbrances, conveying the Owned Real Property to Purchaser (the “Quitclaim Deeds”), duly executed by the appropriate Seller; (xi) all required Transfer Tax or sales disclosure forms request relating to the Transferred Real Property (the “Transfer Tax Forms”), duly executed by the appropriate Seller; (xii) an assignment existence of and assumption good standing of the leases and subleases underlying the Leased Real Property, in substantially the form attached hereto as Exhibit V (the “Assignment and Assumption of Real Property Leases”), together with such other instruments of assignment and assumption that are necessary to transfer the leases and subleases underlying the Leased Real Property located in jurisdictions outside of the United States, each duly executed by Sellers; provided, however, that if it is required for the assumption and assignment of any lease or sublease underlying a Leased Real Property that a separate assignment and assumption for such lease or sublease be executed, then a separate assignment and assumption of such lease or sublease shall be executed in a form substantially similar to Exhibit V or as otherwise required to assume or assign such Leased Real Property; (xiii) an assignment and assumption of the lease in respect of the premises located at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, substantially in the form attached hereto as Exhibit W (the “Assignment and Assumption of Harlem Lease”), duly executed by Harlem; (xiv) an omnibus lease agreement in respect of the lease of certain portions of the Excluded Real Property that is owned real property, substantially in the form attached hereto as Exhibit X (the “Master Lease Agreement”), duly executed by Parent; (xv) [Reserved]; (xvi) the Saginaw Service Contracts, if required, duly executed by the appropriate Seller; (xvii) any easement agreements required under Section 6.27(c), duly executed by the appropriate Seller; (xviii) the Subdivision Master Lease, if required, duly executed by the appropriate Sellers; (xix) a certificate of an officer of each Seller (A) certifying that attached to such certificate are true and complete copies of (1) such Seller’s Organizational Documents, each as amended through and in effect on the Closing Date and (2) resolutions of the board of directors of such Seller, authorizing the execution, delivery and performance of this Agreement and the Ancillary Agreements to which such Seller is a party, the consummation of the transactions contemplated by this Agreement and such Ancillary Agreements and the matters set forth in Section 6.16(e), and (B) certifying as to the incumbency of the officer(s) of such Seller executing this Agreement and the Ancillary Agreements to which such Seller is a party; (xx) a certificate in compliance with Treas. Reg. §1.1445-2(b)(2) that each Seller is not a foreign person as defined under Section 897 of the Tax Code; (xxi) a certificate of good standing for each Seller from the Secretary of State of the State of Delaware; (xxii) their written agreement to treat the Relevant Transactions and the other transactions contemplated by this Agreement in accordance with Purchaser’s determination in Section 6.16; (xxiii) payoff letters and related Encumbrance-release documentation (including, if applicable, UCC-3 termination statements), each in a form reasonably satisfactory to the Parties and duly executed by the holders of the secured Indebtedness; and (xxiv) all books and records of Sellers described in Section 2.2(a)(xiv)Corporation. (d) The UAW Collective Bargaining Agreement Corporation shall have been ratified by issued an owner's title insurance policy with respect to all real or immovable property in a form and only with such exceptions as are reasonably acceptable to Purchaser. The cost of the membership, owner's title insurance policy shall have been assumed by the applicable be borne equally between Sellers and assigned to Purchaser, and shall be in full force and effect. (e) The UAW Retiree Settlement Agreement shall have been executed and delivered by the UAW and shall have been approved by the Bankruptcy Court as part Nothing has come to Purchaser's attention which would indicate that any of the Sale Approval Orderrepresentations and warranties of Sellers are untrue in any material respect or that Sellers have failed to perform any of their covenants contained herein. (f) The Canadian Operations Continuation Agreement shall have been executed and delivered by the parties thereto in the form previously distributed among them.

Conditions to Obligations of Purchaser. The obligations obligation of Purchaser to consummate the transactions contemplated by this Agreement are shall be subject to the fulfillment or written waiver, at or prior to or at the Closing, of each of the following conditions; provided, however, that in no event may Purchaser waive the conditions contained in Section 7.2(d) or Section 7.2(e):: (a) Each of the The representations and warranties of Sellers contained in ARTICLE IV of this Agreement Section 3.05(b) and Section 3.08(b) shall be true and correct (disregarding for as of the purposes date of such determination any qualification as to materiality or Material Adverse Effect) this Agreement and as of the Closing Date as if made on restated at and as of the Closing Date (and in the case of each other representation and warranty contained in Article III, except for representations and warranties that speak as of a specific date or time, which representations and warranties shall any failure to be true and correct only as of such date or time), except to the extent that any breaches of such representations has not had and warranties, individually or in the aggregate, have not had, or would not reasonably be expected to have, have a Material Adverse Effect, such representation or warranty (disregarding all materiality and Material Adverse Effect qualifications contained therein), shall be true and correct (i) as if restated on and as of the Closing Date or (ii) if made as of a date specified therein, as of such date, and Purchaser shall have received a certificate signed by a senior officer of Seller to such effect. (b) Sellers shall have performed or complied The covenants, obligations and agreements contained in all material respects with all agreements and obligations required by this Agreement to be performed or complied with by Sellers prior Seller on or before the Closing shall have been complied with in all material respects, except that Seller shall have complied in all respects with its obligations under Article II to be complied with by Seller on or at before the Closing, and Purchaser shall have received a certificate signed by a senior officer of Seller to such effect. (c) Sellers Each of Seller and, if applicable, its Subsidiaries shall have delivered, or caused to be delivered, to Purchaser: (i) a certificate executed as of the Closing Date by a duly authorized representative of Sellers, on behalf of Sellers and not in such authorized representative’s individual capacity, certifying that the conditions set forth in Section 7.2(a) and Section 7.2(b) have been satisfied; (ii) the Equity Registration Rights Agreement, duly executed by Parent; (iii) stock certificates or membership interest certificates, if any, evidencing the Transferred Equity Interests (other than in respect of the Equity Interests held by Sellers in RHI, Promark Global Advisors Limited, Promark Investments Trustees Limited and the Delayed Closing Entities, which the Parties agree may be transferred following the Closing in accordance with Section 6.30, Section 6.34 and Section 6.35), duly endorsed in blank or accompanied by stock powers (or similar documentation) duly endorsed in blank, in proper form for transfer to Purchaser, including any required stamps affixed thereto; (iv) an omnibus ▇▇▇▇ of sale, substantially in the form attached hereto as Exhibit P (the “▇▇▇▇ of Sale”), together with transfer tax declarations and all other instruments of conveyance that are necessary to effect transfer delivered to Purchaser each of title to the Purchased Assets, each in a form reasonably satisfactory to the Parties and duly executed by the appropriate Seller; (v) an omnibus assignment and assumption agreement, substantially in the form attached hereto as Exhibit Q (the “Assignment and Assumption Agreement”), together with all other instruments of assignment and assumption that are necessary to transfer the Purchased Contracts and Assumed Liabilities to Purchaser, each in a form reasonably satisfactory to the Parties and duly executed by the appropriate Seller; (vi) a novation agreement, substantially in the form attached hereto as Exhibit R (the “Novation Agreement”), duly executed by Sellers and the appropriate United States Governmental Authorities; (vii) a government related subcontract agreement, substantially in the form attached hereto as Exhibit S (the “Government Related Subcontract Agreement”), duly executed by Sellers; (viii) an omnibus intellectual property assignment agreement, substantially in the form attached hereto as Exhibit T (the “Intellectual Property Assignment Agreement”), duly executed by Sellers; (ix) a transition services agreement, substantially in the form attached hereto as Exhibit U (the “Transition Services Agreement”), duly executed by Sellers; (x) all quitclaim deeds or deeds without warranty (or equivalents for those parcels of Owned Real Property located in jurisdictions outside of the United States), in customary form, subject only to Permitted Encumbrances, conveying the Owned Real Property to Purchaser (the “Quitclaim Deeds”), duly executed by the appropriate Seller; (xi) all required Transfer Tax or sales disclosure forms relating to the Transferred Real Property (the “Transfer Tax Forms”), duly executed by the appropriate Seller; (xii) an assignment and assumption of the leases and subleases underlying the Leased Real Property, in substantially the form attached hereto as Exhibit V (the “Assignment and Assumption of Real Property Leases”), together with such other instruments of assignment and assumption that are necessary to transfer the leases and subleases underlying the Leased Real Property located in jurisdictions outside of the United States, each duly executed by Sellers; provided, however, that if it is required for the assumption and assignment of any lease or sublease underlying a Leased Real Property that a separate assignment and assumption for such lease or sublease be executed, then a separate assignment and assumption of such lease or sublease shall be executed in a form substantially similar to Exhibit V or as otherwise required to assume or assign such Leased Real Property; (xiii) an assignment and assumption of the lease in respect of the premises located at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, substantially in the form attached hereto as Exhibit W (the “Assignment and Assumption of Harlem Lease”), duly executed by Harlem; (xiv) an omnibus lease agreement in respect of the lease of certain portions of the Excluded Real Property that is owned real property, substantially in the form attached hereto as Exhibit X (the “Master Lease Agreement”), duly executed by Parent; (xv) [Reserved]; (xvi) the Saginaw Service Contracts, if required, duly executed by the appropriate Seller; (xvii) any easement agreements required under Section 6.27(c), duly executed by the appropriate Seller; (xviii) the Subdivision Master Lease, if required, duly executed by the appropriate Sellers; (xix) a certificate of an officer of each Seller (A) certifying that attached to such certificate are true and complete copies of (1) such Seller’s Organizational Documents, each as amended through and in effect on the Closing Date and (2) resolutions of the board of directors of such Seller, authorizing the execution, delivery and performance of this Agreement and the Ancillary Agreements to which such Seller it is a party, the consummation of the transactions contemplated by this Agreement and such Ancillary Agreements and the matters set forth in Section 6.16(e), and (B) certifying as to the incumbency of the officer(s) of such Seller executing this Agreement and the Ancillary Agreements to which such Seller is a party; (xx) a certificate in compliance with Treas. Reg. §1.1445-2(b)(2) that each Seller is not a foreign person as defined under Section 897 of the Tax Code; (xxi) a certificate of good standing for each Seller from the Secretary of State of the State of Delaware; (xxii) their written agreement to treat the Relevant Transactions and the other transactions contemplated by this Agreement in accordance with Purchaser’s determination in Section 6.16; (xxiii) payoff letters and related Encumbrance-release documentation (including, if applicable, UCC-3 termination statements), each in a form reasonably satisfactory to the Parties and duly executed by the holders of the secured Indebtedness; and (xxiv) all books and records of Sellers described in Section 2.2(a)(xiv). (d) The UAW Collective Bargaining Agreement Purchaser shall have been ratified by obtained debt financing in the membership, shall have been assumed by the applicable Sellers and assigned to Purchaseramounts described in, and shall be in full force on the terms and effectconditions set forth in, the Debt Commitment Letter. (e) The UAW Retiree Settlement Agreement Seller shall have been executed and delivered by the UAW and shall have been approved by the Bankruptcy Court as part received or obtained all Consents identified on Section 8.03(e) of the Sale Approval OrderSeller Disclosure Schedule. (f) The Canadian Operations Continuation Agreement shall have been executed and delivered by the parties thereto in the form previously distributed among them.

Conditions to Obligations of Purchaser. The obligations Unless waived by Purchaser, the obligation of Purchaser to consummate close the transactions contemplated by this Agreement are herein shall be subject to the fulfillment or written waiver, prior to or at the Closing, of each of the following conditions; provided, however, that in no event may Purchaser waive additional conditions on or prior to the conditions contained in Section 7.2(d) or Section 7.2(e):Closing Date: (a) Each Compost and the Company shall have performed in all material respects their agreements (including but not limited to the delivery by Compost and the receipt by Purchaser of all of the Closing Deliveries in Section 3.4(a)) contained in this Agreement required to be performed on or prior to the Closing Date; (b) the representations and warranties of Sellers the Company and Compost contained in ARTICLE IV of this Agreement shall be true and correct (disregarding for in all material respects on and as of the purposes of such determination any qualification as to materiality or Material Adverse Effect) date made and on and as of the Closing Date as if made on the Closing Date (except for representations at and warranties that speak as of a specific date or time, which representations and warranties shall be true and correct only as of such date; (c) since the date hereof, there shall have been no changes that constitute, and no event or time), except to the extent that any breaches of such representations and warranties, individually events shall have occurred which have resulted in or in the aggregate, have not had, or would not reasonably be expected to haveconstitute, a Material Adverse Effect. (b) Sellers shall have performed or complied in all material respects with all agreements and obligations required by this Agreement to be performed or complied with by Sellers prior to or at the Closing. (c) Sellers shall have delivered, or caused to be delivered, to Purchaser: (i) a certificate executed as of the Closing Date by a duly authorized representative of Sellers, on behalf of Sellers and not in such authorized representative’s individual capacity, certifying that the conditions set forth in Section 7.2(a) and Section 7.2(b) have been satisfied; (ii) the Equity Registration Rights Agreement, duly executed by Parent; (iii) stock certificates or membership interest certificates, if any, evidencing the Transferred Equity Interests (other than in respect of the Equity Interests held by Sellers in RHI, Promark Global Advisors Limited, Promark Investments Trustees Limited and the Delayed Closing Entities, which the Parties agree may be transferred following the Closing in accordance with Section 6.30, Section 6.34 and Section 6.35), duly endorsed in blank or accompanied by stock powers (or similar documentation) duly endorsed in blank, in proper form for transfer to Purchaser, including any required stamps affixed thereto; (iv) an omnibus ▇▇▇▇ of sale, substantially in the form attached hereto as Exhibit P (the “▇▇▇▇ of Sale”), together with transfer tax declarations and all other instruments of conveyance that are necessary to effect transfer to Purchaser of title to the Purchased Assets, each in a form reasonably satisfactory to the Parties and duly executed by the appropriate Seller; (v) an omnibus assignment and assumption agreement, substantially in the form attached hereto as Exhibit Q (the “Assignment and Assumption Agreement”), together with all other instruments of assignment and assumption that are necessary to transfer the Purchased Contracts and Assumed Liabilities to Purchaser, each in a form reasonably satisfactory to the Parties and duly executed by the appropriate Seller; (vi) a novation agreement, substantially in the form attached hereto as Exhibit R (the “Novation Agreement”), duly executed by Sellers and the appropriate United States Governmental Authorities; (vii) a government related subcontract agreement, substantially in the form attached hereto as Exhibit S (the “Government Related Subcontract Agreement”), duly executed by Sellers; (viii) an omnibus intellectual property assignment agreement, substantially in the form attached hereto as Exhibit T (the “Intellectual Property Assignment Agreement”), duly executed by Sellers; (ix) a transition services agreement, substantially in the form attached hereto as Exhibit U (the “Transition Services Agreement”), duly executed by Sellers; (xd) all quitclaim deeds or deeds without warranty (or equivalents for those parcels of Owned Real Property located in jurisdictions outside of the United States)waivers, in customary form, subject only to Permitted Encumbrances, conveying the Owned Real Property to Purchaser (the “Quitclaim Deeds”), duly executed by the appropriate Seller; (xi) all required Transfer Tax or sales disclosure forms relating to the Transferred Real Property (the “Transfer Tax Forms”), duly executed by the appropriate Seller; (xii) an assignment consents and assumption of the leases and subleases underlying the Leased Real Property, in substantially the form attached hereto as Exhibit V (the “Assignment and Assumption of Real Property Leases”), together with such other instruments of assignment and assumption that are approvals from third parties necessary to transfer the leases and subleases underlying the Leased Real Property located in jurisdictions outside of the United States, each duly executed by Sellers; provided, however, that if it is required for the assumption and assignment transfer of any lease material contracts, Permits, financial assurances and any other rights and benefits in connection with the transactions contemplated hereby, or sublease underlying a Leased Real Property that a separate assignment and assumption necessary for such lease or sublease be executed, then a separate assignment and assumption of such lease or sublease shall be executed in a form substantially similar to Exhibit V or as otherwise required to assume or assign such Leased Real Property; (xiii) an assignment and assumption of the lease in respect of the premises located at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, substantially in the form attached hereto as Exhibit W (the “Assignment and Assumption of Harlem Lease”), duly executed by Harlem; (xiv) an omnibus lease agreement in respect of the lease of certain portions of the Excluded Real Property that is owned real property, substantially in the form attached hereto as Exhibit X (the “Master Lease Agreement”), duly executed by Parent; (xv) [Reserved]; (xvi) the Saginaw Service Contracts, if required, duly executed by the appropriate Seller; (xvii) any easement agreements required under Section 6.27(c), duly executed by the appropriate Seller; (xviii) the Subdivision Master Lease, if required, duly executed by the appropriate Sellers; (xix) a certificate of an officer of each Seller (A) certifying that attached to such certificate are true and complete copies of (1) such Seller’s Organizational Documents, each as amended through and in effect on the Closing Date and (2) resolutions of the board of directors of such Seller, authorizing the execution, delivery and performance of this Agreement and the Ancillary Agreements to which such Seller is a party, the consummation of the transactions contemplated by this Agreement hereby shall have been obtained and such Ancillary Agreements be in effect at the Closing Date, including but not limited to the approval, if required, of the New Jersey Department of Environmental Protection and the matters set forth in Section 6.16(e)waivers, consents and (B) certifying as approvals listed on Schedules 4.3, 5.2 and 5.3 to the incumbency of the officer(s) of such Seller executing this Agreement and the Ancillary Agreements to which such Seller is a partyAgreement; (xxe) Purchaser shall have received a certificate in compliance executed by Compost with Treas. Reg. §1.1445-2(b)(2respect to (a) that each Seller is not a foreign person as defined under Section 897 of the Tax Codethrough (d) above; (xxif) a certificate Compost shall have delivered to Purchaser the unaudited balance sheet and related statements of good standing for each Seller from the Secretary of State income and cash flows of the State Company as of Delaware; (xxii) their written agreement to treat and for the Relevant Transactions and the other transactions contemplated by this Agreement in accordance with Purchaser’s determination in Section 6.16; (xxiii) payoff letters and related Encumbrance-release documentation (includingquarter ending January 31, if applicable, UCC-3 termination statements), each in a form reasonably satisfactory to the Parties and duly executed by the holders of the secured Indebtedness2000; and (xxivg) all books there shall be no litigation or threats of litigation relating to the Company (except for litigation referenced in items 1 and records of Sellers described 2 on Schedule 5.8) or the transactions contemplated herein which may adversely affect the Company or the Purchaser as determined in Section 2.2(a)(xiv).good faith by the Purchaser; (dh) The UAW Collective Bargaining the waiver with respect to the exchange rights under the Sharing Agreement shall have been ratified by the membership, be effective and Wasteco and ▇▇▇▇▇ shall have been assumed by the applicable Sellers and assigned to Purchaser, and shall be in full force and effect. (e) The UAW Retiree Settlement Agreement shall have been executed and delivered by to the UAW and shall have been approved by the Bankruptcy Court as part Purchaser a waiver of all rights to acquire capital stock of the Sale Approval Order. (f) The Canadian Operations Continuation Agreement shall have been executed and delivered by the parties thereto Company in the form previously distributed among them.agreed by the parties; (i) Compost shall have purchased and delivered evidence to the Purchaser of a tail/runoff officers' and directors' liability insurance policy insuring the Company and each officer and director entitled to indemnification from the Company with respect to acts and omissions occurring on or prior to the Closing Date with the terms set forth on Exhibit L; and (j) The Company and ▇▇▇▇▇ shall have entered into the Amendment to the Security Agreement in the form of Exhibit M.

Conditions to Obligations of Purchaser. The obligations Unless waived in writing by Purchaser, the obligation of Purchaser to consummate the transactions contemplated by this Agreement are subject to be consummated at the fulfillment Closing is conditioned upon fulfillment, at or written waiver, prior to or at before the Closing, of each of the following conditions; provided, however, that in no event may Purchaser waive the conditions contained in Section 7.2(d) or Section 7.2(e):: (a) All consents, approvals and authorizations required to be obtained prior to the Closing from governmental and regulatory authorities in connection with the performance and consummation of the transactions contemplated hereby, including the Regulatory Approvals, shall have been made or obtained, and shall remain in full force and effect, all waiting periods applicable to the consummation of the transactions contemplated hereby shall have expired or been terminated and all required regulatory filings shall have been made. (b) No court or governmental or regulatory authority of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, judgment, decree, injunction or other order (whether temporary, preliminary or permanent) which is in effect and which would result in a Material Adverse Effect, and no proceeding seeking the enactment of such a judgment, decree, injunction or other order shall have been announced or commenced. (c) Each of the representations and warranties of Sellers Seller contained in ARTICLE IV of this Agreement shall be true in all respects when made and, as of the Closing Date, if specifically qualified by materiality, shall be true and correct (disregarding for in all respects and, if not so qualified, shall be true and correct in all material respects, with the purposes of same effect as though such determination any qualification as to materiality or Material Adverse Effect) representations and warranties had been made on and as of the Closing Date as if made on the Closing Date (except for that representations and warranties that speak are made as of a specific date or time, which representations and warranties shall need be true in all respects only on and correct only as of such date date); each of the covenants and agreements of Seller to be performed on or time), except prior to the extent that any breaches of such representations and warranties, individually or Closing Date shall have been duly performed in the aggregate, have not had, or would not reasonably be expected to have, a Material Adverse Effectall material respects. (bd) Sellers Purchaser shall have performed or complied in all material respects with all agreements and obligations required by this Agreement to be performed or complied with by Sellers prior to or at received each of the Closing. (c) Sellers shall have delivered, or caused to be delivered, to Purchaserfollowing documents: (i) a certificate executed as Resolutions of the Closing Date Board of Directors of Waccamaw Bank, certified by its Secretary or Assistant Secretary, authorizing the signing and delivery of this Agreement and all related documents and the consummation of the transactions contemplated hereby and thereby; (ii) A certificate from the Secretary or Assistant Secretary of Waccamaw Bank as to the incumbency and signatures of officers; (iii) A certificate signed by a duly authorized representative officer of Sellers, on behalf of Sellers and not in such authorized representative’s individual capacity, certifying Waccamaw Bank stating that the conditions set forth in Section 7.2(aSections 9.1(a), (b) and Section 7.2(b(c) have been satisfied; (iiiv) Resolutions of the Equity Registration Rights AgreementBoard of Directors of Parent, duly executed certified by Parentits Secretary or Assistant Secretary, authorizing the signing and delivery of this Agreement and all related documents and the consummation of the transactions contemplated hereby and thereby; (iiiv) stock certificates A certificate from the Secretary or membership interest certificates, if any, evidencing Assistant Secretary of Parent as to the Transferred Equity Interests (other than in respect incumbency and signatures of the Equity Interests held by Sellers in RHI, Promark Global Advisors Limited, Promark Investments Trustees Limited and the Delayed Closing Entities, which the Parties agree may be transferred following the Closing in accordance with Section 6.30, Section 6.34 and Section 6.35), duly endorsed in blank or accompanied by stock powers (or similar documentation) duly endorsed in blank, in proper form for transfer to Purchaser, including any required stamps affixed theretoofficers; (ivvi) an omnibus A certificate signed by a duly authorized officer of Parent stating that the conditions set forth in Sections 9.1(a), (b) and (c) have been satisfied; (vii) A ▇▇▇▇ of saleSale and Instrument of Assignment and Assumption, signed by the Seller, substantially in the form of Exhibit A hereto; (viii) A special warranty deed with appropriate documentary stamps affixed conveying each piece of Owned Real Property to the Purchaser subject to all matters of record in the public registries of the counties in which each of the Owned Real Property is located, together with such other instruments and documents as may be reasonably required by Purchaser’s title insurance company in order to meet its requirements to issue a commercial title insurance policy with respect to the Owned Real Property, and the Seller shall have filed or recorded (or provided to Purchaser for filing and recording) any and all documents necessary to duly vest an equitable title in the Owned Real Property in Purchaser; (ix) An Assignment and Assumption of Leases in the form attached hereto as Exhibit P (9.1(d)(ix) - A transferring the “▇▇▇▇ of Sale”)leasehold interest in the Leased Real Property to Purchaser, together with transfer tax declarations such instruments and documents as may be reasonably required for the issuance of appropriate leasehold title insurance with respect to the Assumed Leases, and Seller shall have filed or recorded (or provided to Purchaser for filing and recording) any and all other instruments of conveyance that are documents necessary to effect transfer to Purchaser of title vest such leasehold interest in Purchaser, including Landlord’s Consent to the Purchased Assets, each in a form reasonably satisfactory to the Parties and duly executed by the appropriate Seller; (v) an omnibus assignment and assumption agreement, substantially Assignment in the form attached hereto as Exhibit Q (the “Assignment 9.1(d)(ix) - B and Assumption Agreement”), together with all other instruments of assignment and assumption that are necessary to transfer the Purchased Contracts and Assumed Liabilities to Purchaser, each in a form reasonably satisfactory to the Parties and duly executed by the appropriate Seller; (vi) a novation agreement, substantially Landlord’s Estoppel Certificate in the form attached hereto as Exhibit R (the “Novation Agreement”), duly executed by Sellers and the appropriate United States Governmental Authorities; (vii9.1(d)(ix) a government related subcontract agreement, substantially in the form attached hereto as Exhibit S (the “Government Related Subcontract Agreement”), duly executed by Sellers; (viii) an omnibus intellectual property assignment agreement, substantially in the form attached hereto as Exhibit T (the “Intellectual Property Assignment Agreement”), duly executed by Sellers; (ix) a transition services agreement, substantially in the form attached hereto as Exhibit U (the “Transition Services Agreement”), duly executed by Sellers;- C. (x) all quitclaim deeds Such other bills of sale, assignments of management, maintenance, service or deeds without warranty (or equivalents servicing contracts, security deposits under leases, guaranties, warranties, utilities security deposits, and such other instruments and documents as Purchaser may reasonably require as necessary for those parcels transferring, assigning and conveying to Purchaser good, marketable and insurable title to the Assets free and clear of Owned Real Property located in jurisdictions outside of the United States), in customary form, subject only to Permitted any Encumbrances, conveying the Owned Real Property to Purchaser (the “Quitclaim Deeds”), duly executed and permitting assumption of Liabilities by the appropriate SellerPurchaser; (xi) all required Transfer Tax or sales disclosure forms relating to the Transferred Real Property (the “Transfer Tax Forms”), duly executed by the appropriate SellerThe Delivery Records; (xii) an assignment and assumption of the leases and subleases underlying the Leased Real PropertyAn original, in substantially the form attached hereto as Exhibit V (the “Assignment and Assumption of Real Property Leases”), together with such other instruments of assignment and assumption that are necessary to transfer the leases and subleases underlying the Leased Real Property located in jurisdictions outside of the United States, each duly fully executed by Sellers; provided, however, that if it is required for the assumption and assignment of any lease or sublease underlying a Leased Real Property that a separate assignment and assumption for such lease or sublease be executed, then a separate assignment and assumption of such lease or sublease shall be executed in a form substantially similar to Exhibit V or as otherwise required to assume or assign such Leased Real Property; (xiii) an assignment and assumption of the lease in respect of the premises located at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, substantially in the form attached hereto as Exhibit W (the “Assignment and Assumption of Harlem Lease”), duly executed by Harlem; (xiv) an omnibus lease agreement in respect of the lease of certain portions of the Excluded Real Property that is owned real property, substantially in the form attached hereto as Exhibit X (the “Master Lease Agreement”), duly executed by Parent; (xv) [Reserved]; (xvi) the Saginaw Service Contracts, if required, duly executed by the appropriate Seller; (xvii) any easement agreements required under Section 6.27(c), duly executed by the appropriate Seller; (xviii) the Subdivision Master Lease, if required, duly executed by the appropriate Sellers; (xix) a certificate of an officer counterpart of each Seller (A) certifying that attached to such certificate are true and complete copies of (1) such Seller’s Organizational Documents, each as amended through and written Assumed Contract in effect on the Closing Date and, subject to Section 7.4, such consents as shall be required pursuant to the terms of any Assumed Contracts in connection with the assignments of such Assumed Contracts to Purchaser; (xiii) A complete set of keys of the Branches, including but not limited to keys for all vaults and ATMs, appropriately tagged for identification and any vault manuals or specifications with respect to vaults and automated teller machines, if any; (xiv) The Preliminary Closing Statement and the required Settlement Payment, if any; (xv) Seller’s resignation as trustee or custodian, as applicable, with respect to each ▇▇▇ included in the Assumed Deposits, and designation of the Purchaser as successor trustee or custodian with respect thereto, subject to Section 2.6; (xvi) All documentation required to exempt Seller from the withholding requirement of Section 1445 of the Code, consisting of an affidavit from Seller to Purchaser that Seller is not a foreign person and providing Seller’s U.S. Taxpayer identification number; (xvii) An assignment in recordable form reflecting the transfer and assignment to Purchaser of deeds of trust, mortgages, assignments of rents and profits and other real property related Designated Loan Documents of record in the real property records in applicable public registries (e.g. real property records in the offices of Registers of Deeds in North Carolina); (xviii) An amendment to that certain Out Parcel Lease, dated July 13, 2006, between Seller and Gator Coastal Shopping Centre, LLC that effects a six-month extension to the term of the existing lease, with all other terms of such existing lease remaining in full force and effect; and (xix) Evidence satisfactory, in the judgment of the Purchaser, that the provisions set forth in Section 2.10 cannot be nullified or materially changed by Seller or any third party during the Put Period. (e) The following events or conditions shall be absent or shall not have occurred: (i) Subject to Sections 5.14 and 7.1(b) above, there shall not have occurred any change in the business of the Branches that would be reasonably likely to result in a Material Adverse Effect, and no circumstances shall exist which, with the passage of time or otherwise, likely will result in any such Material Adverse Effect; (ii) There shall not have been any significant damage to or destruction of the improvements located on the Real Property which (1) is not covered by property insurance (or a payment from Seller) in an amount necessary to fully repair such damage or destruction or replace the property destroyed with property of like kind and quality and the proceeds of which have been either used for such repair or replacement or assigned to Purchaser or (2) resolutions would materially interfere with its use as a bank branch; and (iii) In the event that Seller has agreed to cure a Material Defect as provided in Section 7.12 above, such Material Defect shall have been corrected in the manner agreed upon by Purchaser and Seller. (f) The form and substance of the board of directors of such Seller, authorizing the execution, delivery and performance of all legal matters described in this Agreement and the Ancillary Agreements or related to which such Seller is a party, the consummation of the transactions contemplated by this Agreement and such Ancillary Agreements and the matters set forth in Section 6.16(e), and (B) certifying as shall be reasonably acceptable to the incumbency of the officer(s) of such Seller executing this Agreement and the Ancillary Agreements to which such Seller is a party; (xx) a certificate in compliance with Treas. Reg. §1.1445-2(b)(2) that each Seller is not a foreign person as defined under Section 897 of the Tax Code; (xxi) a certificate of good standing for each Seller from the Secretary of State of the State of Delaware; (xxii) their written agreement to treat the Relevant Transactions and the other transactions contemplated by this Agreement in accordance with Purchaser’s determination in Section 6.16; (xxiii) payoff letters and related Encumbrance-release documentation (including, if applicable, UCC-3 termination statements), each in a form reasonably satisfactory to the Parties and duly executed by the holders of the secured Indebtedness; and (xxiv) all books and records of Sellers described in Section 2.2(a)(xiv)legal counsel. (d) The UAW Collective Bargaining Agreement shall have been ratified by the membership, shall have been assumed by the applicable Sellers and assigned to Purchaser, and shall be in full force and effect. (e) The UAW Retiree Settlement Agreement shall have been executed and delivered by the UAW and shall have been approved by the Bankruptcy Court as part of the Sale Approval Order. (f) The Canadian Operations Continuation Agreement shall have been executed and delivered by the parties thereto in the form previously distributed among them.

Conditions to Obligations of Purchaser. The Purchaser’s obligations of Purchaser to consummate effect the transactions contemplated by this Agreement Transaction are further subject to the fulfillment satisfaction or written waiver, waiver at or prior to or at the Closing, of each Closing of the following conditions; provided, however, that in no event may Purchaser waive the conditions contained in Section 7.2(d) or Section 7.2(e):: (a) Each of the All representations and warranties of Sellers contained in ARTICLE IV of this Agreement made by Emmis and Mediaco shall be true and correct (disregarding for the purposes of such determination any qualification as to materiality or Material Adverse Effect) as of on the Closing Date as if made on the Closing Date except (except for i) where the failure of any representations and warranties that speak as of a specific date or time, which representations and warranties shall to be true and correct only as of such date (without regard to any materiality or time), except Material Adverse Effect qualification therein) would not reasonably be expected to the extent that any breaches of such representations and warrantiesresult in, individually or in the aggregate, have not had, or would not reasonably be expected to have, a Material Adverse Effect., and (ii) representations and warranties that are made as of a specific date shall only be tested as of such date; (b) Sellers All of the terms, covenants and conditions to be complied with or performed by Emmis and Mediaco under this Agreement on or prior to the Closing Date shall have been complied with or performed or complied by Emmis and Mediaco in all material respects with all agreements and obligations required by this Agreement to be performed or complied with by Sellers prior to or at the Closing.respects; (c) Sellers shall have delivered, or caused to be delivered, to Purchaser: (i) a certificate executed as of the Closing Date by a duly authorized representative of Sellers, on behalf of Sellers and not in such authorized representative’s individual capacity, certifying that the conditions set forth in Section 7.2(a) and Section 7.2(b) have been satisfied; (ii) the Equity Registration Rights Agreement, duly executed by Parent; (iii) stock certificates or membership interest certificates, if any, evidencing the Transferred Equity Interests (other than in respect of the Equity Interests held by Sellers in RHI, Promark Global Advisors Limited, Promark Investments Trustees Limited and the Delayed Closing Entities, which the Parties agree may be transferred following the Closing in accordance with Section 6.30, Section 6.34 and Section 6.35), duly endorsed in blank or accompanied by stock powers (or similar documentation) duly endorsed in blank, in proper form for transfer to Purchaser, including any required stamps affixed thereto; (iv) an omnibus ▇▇▇▇ of sale, substantially in the form attached hereto as Exhibit P (the “▇▇▇▇ of Sale”), together with transfer tax declarations and all other instruments of conveyance that are necessary to effect transfer to Purchaser of title to the Purchased Assets, each in a form reasonably satisfactory to the Parties and duly executed by the appropriate Seller; (v) an omnibus assignment and assumption agreement, substantially in the form attached hereto as Exhibit Q (the “Assignment and Assumption Agreement”), together with all other instruments of assignment and assumption that are necessary to transfer the Purchased Contracts and Assumed Liabilities to Purchaser, each in a form reasonably satisfactory to the Parties and duly executed by the appropriate Seller; (vi) a novation agreement, substantially in the form attached hereto as Exhibit R (the “Novation Agreement”), duly executed by Sellers and the appropriate United States Governmental Authorities; (vii) a government related subcontract agreement, substantially in the form attached hereto as Exhibit S (the “Government Related Subcontract Agreement”), duly executed by Sellers; (viii) an omnibus intellectual property assignment agreement, substantially in the form attached hereto as Exhibit T (the “Intellectual Property Assignment Agreement”), duly executed by Sellers; (ix) a transition services agreement, substantially in the form attached hereto as Exhibit U (the “Transition Services Agreement”), duly executed by Sellers; (x) all quitclaim deeds or deeds without warranty (or equivalents for those parcels of Owned Real Property located in jurisdictions outside of the United States), in customary form, subject only to Permitted Encumbrances, conveying the Owned Real Property to Purchaser (the “Quitclaim Deeds”), duly executed by the appropriate Seller; (xi) all required Transfer Tax or sales disclosure forms relating to the Transferred Real Property (the “Transfer Tax Forms”), duly executed by the appropriate Seller; (xii) an assignment and assumption of the leases and subleases underlying the Leased Real Property, in substantially the form attached hereto as Exhibit V (the “Assignment and Assumption of Real Property Leases”), together with such other instruments of assignment and assumption that are necessary to transfer the leases and subleases underlying the Leased Real Property located in jurisdictions outside of the United States, each duly executed by Sellers; provided, however, that if it is required for the assumption and assignment No Order of any lease court or sublease underlying a Leased Real Property that a separate assignment and assumption for such lease or sublease be executed, then a separate assignment and assumption of such lease or sublease Governmental Authority shall be executed in a form substantially similar to Exhibit V or as otherwise required to assume or assign such Leased Real Property; (xiii) an assignment and assumption of the lease in respect of the premises located at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, substantially in the form attached hereto as Exhibit W (the “Assignment and Assumption of Harlem Lease”), duly executed by Harlem; (xiv) an omnibus lease agreement in respect of the lease of certain portions of the Excluded Real Property that is owned real property, substantially in the form attached hereto as Exhibit X (the “Master Lease Agreement”), duly executed by Parent; (xv) [Reserved]; (xvi) the Saginaw Service Contracts, if required, duly executed by the appropriate Seller; (xvii) any easement agreements required under Section 6.27(c), duly executed by the appropriate Seller; (xviii) the Subdivision Master Lease, if required, duly executed by the appropriate Sellers; (xix) a certificate of an officer of each Seller (A) certifying that attached to such certificate are true and complete copies of (1) such Seller’s Organizational Documents, each as amended through and in effect on which restrains or prohibits the Closing Date and (2) resolutions of the board of directors of such Seller, authorizing the execution, delivery and performance of this Agreement and the Ancillary Agreements to which such Seller is a party, the consummation of the transactions contemplated by this Agreement and such Ancillary Agreements and the matters set forth in Section 6.16(e), and (B) certifying as to the incumbency of the officer(s) of such Seller executing this Agreement and the Ancillary Agreements to which such Seller is a party; (xx) a certificate in compliance with Treas. Reg. §1.1445-2(b)(2) that each Seller is not a foreign person as defined under Section 897 of the Tax Code; (xxi) a certificate of good standing for each Seller from the Secretary of State of the State of Delaware; (xxii) their written agreement to treat the Relevant Transactions and the other transactions contemplated by this Agreement in accordance with Purchaserits terms. No Proceeding by or before any Governmental Authority shall have been instituted or threatened (and not subsequently dismissed, settled or otherwise terminated) which would impose material restrictions, limitations or conditions with respect to Mediaco’s determination in Section 6.16; (xxiii) payoff letters and related Encumbrance-release documentation (including, if applicable, UCC-3 termination statements), each in a form reasonably satisfactory to the Parties and duly executed by the holders ownership or use of the secured Indebtedness; and (xxiv) all books and records of Sellers described in Section 2.2(a)(xiv).Mediaco Assets; (d) The UAW Collective Bargaining Agreement Initial Contribution shall have been ratified by the membership, completed; (e) The SEC shall have been assumed by completed its review of the applicable Sellers Mediaco Form 10; provided, however, that to the extent the Parties reasonably agree that there are no material comments outstanding from the SEC on the Mediaco Form 10, the Parties will waive this Closing condition; and (f) Mediaco and assigned Emmis shall have entered into and delivered to Purchaser, Purchaser the Transaction Agreements to which it or any of their respective Subsidiaries is a party and such agreements shall be in full force and effecteffect and no default thereunder shall be occurring. (e) The UAW Retiree Settlement Agreement shall have been executed and delivered by the UAW and shall have been approved by the Bankruptcy Court as part of the Sale Approval Order. (f) The Canadian Operations Continuation Agreement shall have been executed and delivered by the parties thereto in the form previously distributed among them.

Conditions to Obligations of Purchaser. The obligations obligation of Purchaser to consummate the Closing is subject to the satisfaction (or waiver in writing by Purchaser) of the following conditions: (a) (i) Seller shall have performed all of its obligations hereunder required to be performed by it at or prior to the Closing Date, (ii) the representations and warranties of Seller contained in this Agreement and in any certificate or other writing delivered by Seller pursuant hereto shall be true at and as of the Closing Date as if made as of that date, (iii) Seller shall have delivered or caused to be delivered to Purchaser all of the items specified in Section 7.02, in each case in form and substance satisfactory to Purchaser and (iv) Purchaser shall have received a certificate signed by the President of Seller to the foregoing effect. (b) No proceeding challenging this Agreement or the transactions contemplated hereby or seeking to prohibit, alter, prevent or materially delay the Closing shall have been instituted by any person before any court, arbitrator or Governmental Authority nor shall any such proceeding be pending. (c) There shall have not occurred any events or developments, individually or in the aggregate, resulting in a Material Adverse Effect with respect to Seller. (d) All material written consents, assignments, waivers or authorizations, including, without limitation, all Permits, shareholder approvals that are required as a result of the transactions contemplated by this Agreement or the continuation in full force and effect of the Contracts and the Business shall have been obtained. (e) The form and substance of all actions, proceedings, instruments, documents and other deliverables required to consummate the transactions contemplated by this Agreement are subject to the fulfillment or written waiver, prior to or at the Closing, of each of the following conditions; provided, however, that in no event may Purchaser waive the conditions contained in Section 7.2(d) or Section 7.2(e): (a) Each of the representations and warranties of Sellers contained in ARTICLE IV of this Agreement shall be true and correct (disregarding for the purposes of such determination any qualification as to materiality or Material Adverse Effect) as of the Closing Date as if made on the Closing Date (except for representations and warranties that speak as of a specific date or time, which representations and warranties shall be true and correct only as of such date or time), except to the extent that any breaches of such representations and warranties, individually or in the aggregate, have not had, or would not reasonably be expected to have, a Material Adverse Effect. (b) Sellers shall have performed or complied in all material respects with all agreements and obligations required by this Agreement to be performed or complied with by Sellers prior to or at the Closing. (c) Sellers shall have delivered, or caused to be delivered, to Purchaser: (i) a certificate executed as of the Closing Date by a duly authorized representative of Sellers, on behalf of Sellers and not in such authorized representative’s individual capacity, certifying that the conditions set forth in Section 7.2(a) and Section 7.2(b) have been satisfied; (ii) the Equity Registration Rights Agreement, duly executed by Parent; (iii) stock certificates or membership interest certificates, if any, evidencing the Transferred Equity Interests (other than in respect of the Equity Interests held by Sellers in RHI, Promark Global Advisors Limited, Promark Investments Trustees Limited and the Delayed Closing Entities, which the Parties agree may be transferred following the Closing in accordance with Section 6.30, Section 6.34 and Section 6.35), duly endorsed in blank or accompanied by stock powers (or similar documentation) duly endorsed in blank, in proper form for transfer to Purchaser, including any required stamps affixed thereto; (iv) an omnibus ▇▇▇▇ of sale, substantially in the form attached hereto as Exhibit P (the “▇▇▇▇ of Sale”), together with transfer tax declarations and all other instruments of conveyance that are necessary to effect transfer to Purchaser of title to the Purchased Assets, each in a form reasonably satisfactory to the Parties and duly executed by the appropriate Seller; (v) an omnibus assignment and assumption agreement, substantially in the form attached hereto as Exhibit Q (the “Assignment and Assumption Agreement”), together with all other instruments of assignment and assumption that are necessary to transfer the Purchased Contracts and Assumed Liabilities to Purchaser, each in a form reasonably satisfactory to the Parties and duly executed by the appropriate Seller; (vi) a novation agreement, substantially in the form attached hereto as Exhibit R (the “Novation Agreement”), duly executed by Sellers and the appropriate United States Governmental Authorities; (vii) a government related subcontract agreement, substantially in the form attached hereto as Exhibit S (the “Government Related Subcontract Agreement”), duly executed by Sellers; (viii) an omnibus intellectual property assignment agreement, substantially in the form attached hereto as Exhibit T (the “Intellectual Property Assignment Agreement”), duly executed by Sellers; (ix) a transition services agreement, substantially in the form attached hereto as Exhibit U (the “Transition Services Agreement”), duly executed by Sellers; (x) all quitclaim deeds or deeds without warranty (or equivalents for those parcels of Owned Real Property located in jurisdictions outside of the United States), in customary form, subject only to Permitted Encumbrances, conveying the Owned Real Property to Purchaser (the “Quitclaim Deeds”), duly executed by the appropriate Seller; (xi) all required Transfer Tax or sales disclosure forms relating to the Transferred Real Property (the “Transfer Tax Forms”), duly executed by the appropriate Seller; (xii) an assignment and assumption of the leases and subleases underlying the Leased Real Property, in substantially the form attached hereto as Exhibit V (the “Assignment and Assumption of Real Property Leases”), together with such other instruments of assignment and assumption that are necessary to transfer the leases and subleases underlying the Leased Real Property located in jurisdictions outside of the United States, each duly executed by Sellers; provided, however, that if it is required for the assumption and assignment of any lease or sublease underlying a Leased Real Property that a separate assignment and assumption for such lease or sublease be executed, then a separate assignment and assumption of such lease or sublease shall be executed in a form substantially similar to Exhibit V or as otherwise required to assume or assign such Leased Real Property; (xiii) an assignment and assumption of the lease in respect of the premises located at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, substantially in the form attached hereto as Exhibit W (the “Assignment and Assumption of Harlem Lease”), duly executed by Harlem; (xiv) an omnibus lease agreement in respect of the lease of certain portions of the Excluded Real Property that is owned real property, substantially in the form attached hereto as Exhibit X (the “Master Lease Agreement”), duly executed by Parent; (xv) [Reserved]; (xvi) the Saginaw Service Contracts, if required, duly executed by the appropriate Seller; (xvii) any easement agreements required under Section 6.27(c), duly executed by the appropriate Seller; (xviii) the Subdivision Master Lease, if required, duly executed by the appropriate Sellers; (xix) a certificate of an officer of each Seller (A) certifying that attached to such certificate are true and complete copies of (1) such Seller’s Organizational Documents, each as amended through and in effect on the Closing Date and (2) resolutions of the board of directors of such Seller, authorizing the execution, delivery and performance of this Agreement and the Ancillary Agreements to which such Seller is a party, the consummation of the transactions contemplated by this Agreement and such Ancillary Agreements and the matters set forth in Section 6.16(e), and (B) certifying as to the incumbency of the officer(s) of such Seller executing this Agreement and the Ancillary Agreements to which such Seller is a party; (xx) a certificate in compliance with Treas. Reg. §1.1445-2(b)(2) that each Seller is not a foreign person as defined under Section 897 of the Tax Code; (xxi) a certificate of good standing for each Seller from the Secretary of State of the State of Delaware; (xxii) their written agreement to treat the Relevant Transactions and the other transactions contemplated by this Agreement in accordance with Purchaser’s determination in Section 6.16; (xxiii) payoff letters and related Encumbrance-release documentation (including, if applicable, UCC-3 termination statements), each in a form reasonably satisfactory to the Parties and duly executed by the holders of the secured Indebtedness; and (xxiv) all books and records of Sellers described in Section 2.2(a)(xiv). (d) The UAW Collective Bargaining Agreement shall have been ratified by the membership, shall have been assumed by the applicable Sellers and assigned satisfactory in all reasonable respects to Purchaser, and shall be in full force and effect. (e) The UAW Retiree Settlement Agreement shall have been executed and delivered by the UAW and shall have been approved by the Bankruptcy Court as part of the Sale Approval Order’s counsel. (f) The Canadian Operations Continuation Agreement auditor performing the audit pursuant to Section 6.05 must provide an unqualified opinion. (g) Seller shall have been executed and delivered by to Purchaser a certificate to the parties thereto effect that each of the conditions specified in this Section 7.05 is satisfied in all respects. (h) Purchaser shall have obtained subscriptions from the form previously distributed among themInvestors to purchase shares of Purchaser’s common stock, $0.001 par value, at a price of $0.20 per share, in an aggregate amount of at least $1,000,000 pursuant to a private placement under Section 4(2) of the Securities Act or Rule 506 of Regulation D (“Regulation D”) promulgated thereunder (the “Subsequent Financing”).

Conditions to Obligations of Purchaser. The obligations obligation of Purchaser to consummate the transactions contemplated by this Agreement are is subject to the fulfillment satisfaction or written waiver, prior to or at the Closing, of each waiver of the following conditions; provided, however, that in no event may Purchaser waive the conditions contained in Section 7.2(d) or Section 7.2(e):: (a) Each of the representations and warranties of Sellers contained set forth in ARTICLE IV of this Agreement Section 2 shall be true and correct (disregarding for the purposes of such determination any qualification as to materiality or Material Adverse Effect) in all material respects as of the Closing Date as if made on the Closing Date (except for representations and warranties that speak as of a specific date or time, which representations and warranties shall be true and correct only as of such date or time), except to the extent that any breaches of such representations and warranties, individually or in the aggregate, have not had, or would not reasonably be expected to have, a Material Adverse Effect.Date; (b) Sellers shall have performed or and complied with all their covenants hereunder in all material respects with all agreements and obligations required by this Agreement to be performed or complied with by Sellers prior to or at through the Closing.Closing Date; (c) there shall not be any injunction, judgment, order, decree or ruling in effect preventing consummation of any of the transactions contemplated by this Agreement; (d) Sellers shall have delivered, or caused delivered to be delivered, to Purchaser: (i) Purchaser a certificate executed as of the Closing Date by a duly authorized representative of Sellers, on behalf of Sellers and not in such authorized representative’s individual capacity, certifying that the conditions set forth in Section 7.2(a) and Section 7.2(b) have been satisfied; (ii) the Equity Registration Rights Agreement, duly executed by Parent; (iii) stock certificates or membership interest certificates, if any, evidencing the Transferred Equity Interests (other than in respect of the Equity Interests held by Sellers in RHI, Promark Global Advisors Limited, Promark Investments Trustees Limited and the Delayed Closing Entities, which the Parties agree may be transferred following the Closing in accordance with Section 6.30, Section 6.34 and Section 6.35), duly endorsed in blank or accompanied by stock powers (or similar documentation) duly endorsed in blank, in proper form for transfer to Purchaser, including any required stamps affixed thereto; (iv) an omnibus ▇▇▇▇ of sale, substantially Certificate in the form attached hereto as Exhibit P C; (the “▇▇▇▇ of Sale”), together with transfer tax declarations and all other instruments of conveyance that are necessary to effect transfer to Purchaser of title e) to the Purchased Assetsextent that Sellers have previously granted security interests to the Funds with respect to the Partnership Interests, Sellers shall have delivered to Purchaser, with respect to each such Partnership Interest, a copy of a termination statement evidencing the termination of the applicable Fund's security interest in a form such Partnership Interest or such other documentation reasonably satisfactory to Purchaser which evidences that the Parties and duly executed by the appropriate Sellersecurity interest has been terminated; (vf) an omnibus assignment each of the required Consents shall have been obtained and assumption agreementappropriate documentation, substantially in each case in the form specified by the respective Fund Agreement and otherwise in form and substance reasonably satisfactory to Purchaser, shall have been executed by all relevant parties to effect the transfer of the Partnership Interests to Purchaser and the admission of Purchaser as a substitute limited partner in each Fund; and (g) Sellers shall have delivered to Purchaser a Certificate of Non-Foreign Status in the form attached hereto as Exhibit Q (the “Assignment and Assumption Agreement”), together with all other instruments of assignment and assumption that are necessary to transfer the Purchased Contracts and Assumed Liabilities to Purchaser, each in a form reasonably satisfactory to the Parties and duly executed by the appropriate Seller; (vi) a novation agreement, substantially in the form attached hereto as Exhibit R (the “Novation Agreement”), duly executed by Sellers and the appropriate United States Governmental Authorities; (vii) a government related subcontract agreement, substantially in the form attached hereto as Exhibit S (the “Government Related Subcontract Agreement”), duly executed by Sellers; (viii) an omnibus intellectual property assignment agreement, substantially in the form attached hereto as Exhibit T (the “Intellectual Property Assignment Agreement”), duly executed by Sellers; (ix) a transition services agreement, substantially in the form attached hereto as Exhibit U (the “Transition Services Agreement”), duly executed by Sellers; (x) all quitclaim deeds or deeds without warranty (or equivalents for those parcels of Owned Real Property located in jurisdictions outside of the United States), in customary form, subject only to Permitted Encumbrances, conveying the Owned Real Property to Purchaser (the “Quitclaim Deeds”), duly executed by the appropriate Seller; (xi) all required Transfer Tax or sales disclosure forms relating to the Transferred Real Property (the “Transfer Tax Forms”), duly executed by the appropriate Seller; (xii) an assignment and assumption of the leases and subleases underlying the Leased Real Property, in substantially the form attached hereto as Exhibit V (the “Assignment and Assumption of Real Property Leases”), together with such other instruments of assignment and assumption that are necessary to transfer the leases and subleases underlying the Leased Real Property located in jurisdictions outside of the United States, each duly executed by Sellers; provided, however, that if it is required for the assumption and assignment of any lease or sublease underlying a Leased Real Property that a separate assignment and assumption for such lease or sublease be executed, then a separate assignment and assumption of such lease or sublease shall be executed in a form substantially similar to Exhibit V or as otherwise required to assume or assign such Leased Real Property; (xiii) an assignment and assumption of the lease in respect of the premises located at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, substantially in the form attached hereto as Exhibit W (the “Assignment and Assumption of Harlem Lease”), duly executed by Harlem; (xiv) an omnibus lease agreement in respect of the lease of certain portions of the Excluded Real Property that is owned real property, substantially in the form attached hereto as Exhibit X (the “Master Lease Agreement”), duly executed by Parent; (xv) [Reserved]; (xvi) the Saginaw Service Contracts, if required, duly executed by the appropriate Seller; (xvii) any easement agreements required under Section 6.27(c), duly executed by the appropriate Seller; (xviii) the Subdivision Master Lease, if required, duly executed by the appropriate Sellers; (xix) a certificate of an officer of each Seller (A) certifying that attached to such certificate are true and complete copies of (1) such Seller’s Organizational Documents, each as amended through and in effect on the Closing Date and (2) resolutions of the board of directors of such Seller, authorizing the execution, delivery and performance of this Agreement and the Ancillary Agreements to which such Seller is a party, the consummation of the transactions contemplated by this Agreement and such Ancillary Agreements and the matters set forth in Section 6.16(e), and (B) certifying as to the incumbency of the officer(s) of such Seller executing this Agreement and the Ancillary Agreements to which such Seller is a party; (xx) a certificate in compliance with Treas. Reg. §1.1445-2(b)(2) that each Seller is not a foreign person as defined under Section 897 of the Tax Code; (xxi) a certificate of good standing for each Seller from the Secretary of State of the State of Delaware; (xxii) their written agreement to treat the Relevant Transactions and the other transactions contemplated by this Agreement in accordance with Purchaser’s determination in Section 6.16; (xxiii) payoff letters and related Encumbrance-release documentation (including, if applicable, UCC-3 termination statements), each in a form reasonably satisfactory to the Parties and duly executed by the holders of the secured Indebtedness; and (xxiv) all books and records of Sellers described in Section 2.2(a)(xiv). (d) The UAW Collective Bargaining Agreement shall have been ratified by the membership, shall have been assumed by the applicable Sellers and assigned to Purchaser, and shall be in full force and effect. (e) The UAW Retiree Settlement Agreement shall have been executed and delivered by the UAW and shall have been approved by the Bankruptcy Court as part of the Sale Approval Order. (f) The Canadian Operations Continuation Agreement shall have been executed and delivered by the parties thereto in the form previously distributed among them.D.

Conditions to Obligations of Purchaser. The obligations of Purchaser to consummate effect the transactions contemplated by this Agreement are Closing shall be subject to the fulfillment satisfaction (or written waiver, prior in whole or in part, to or at the Closingextent permitted by applicable Law, by Purchaser) on and as of the Closing Date of each of the following conditions; provided, however, that in no event may Purchaser waive the conditions contained in Section 7.2(d) or Section 7.2(e):: (a) Each of the The representations and warranties of Sellers contained in ARTICLE IV of this Agreement Seller shall be true and correct (disregarding for the purposes of such determination any qualification as to materiality or Material Adverse Effect) as of the Closing Date as if made on the Closing Date (except for representations and warranties that speak as of a specific date or time, which representations and warranties shall be true and correct only as of such date or time), except to the extent that any breaches of such representations and warranties, individually or in the aggregate, have not had, or would not reasonably be expected to have, a Material Adverse Effect.all material respects; (b) Sellers Seller shall have performed delivered or complied in all material respects with all agreements and obligations required by this Agreement caused to be performed delivered all documents required to be delivered by Seller at or complied with by Sellers prior to or at the Closing.Closing under the terms of this Agreement; (c) Sellers shall have delivered, or caused Seller has arranged to be delivered, delivered to Purchaser: (i) a certificate executed as Purchaser the tax advice of the Closing Date by a duly authorized representative of Sellers, on behalf of Sellers and not in such authorized representative’s individual capacity, certifying that the conditions set forth in Section 7.2(a) and Section 7.2(b) have been satisfied; (ii) the Equity Registration Rights Agreement, duly executed by Parent; (iii) stock certificates or membership interest certificates, if any, evidencing the Transferred Equity Interests (other than in respect of the Equity Interests held by Sellers in RHI, Promark Global Advisors Limited, Promark Investments Trustees Limited and the Delayed Closing Entities, which the Parties agree may be transferred following the Closing in accordance with Section 6.30, Section 6.34 and Section 6.35), duly endorsed in blank or accompanied by stock powers (or similar documentation) duly endorsed in blank, in proper form for transfer to Purchaser, including any required stamps affixed thereto; (iv) an omnibus Cli▇▇▇▇▇ of sale▇▇ance US LLP, counsel for Seller, addressing a modification to the tax guidelines utilized by Asset Manager in substantially in the form attached hereto as Exhibit P (the “▇▇▇▇ of Sale”), together with transfer tax declarations and all other instruments of conveyance that are necessary to effect transfer to Purchaser of title to the Purchased Assets, each in a form reasonably satisfactory to the Parties and duly executed by the appropriate SellerB; (vd) Seller shall have delivered or caused to be delivered to Purchaser an omnibus assignment and assumption agreement, substantially in the form attached hereto as Exhibit Q (the “Assignment and Assumption Agreement”), together with all other instruments of assignment and assumption that are necessary to transfer the Purchased Contracts and Assumed Liabilities to Purchaser, each in a form reasonably satisfactory Amendment to the Parties and duly executed by the appropriate Seller; (vi) a novation agreementAsset Management Agreement, substantially in the form attached hereto dated as Exhibit R (the “Novation Agreement”), duly executed by Sellers and the appropriate United States Governmental Authorities; (vii) a government related subcontract agreement, substantially in the form attached hereto as Exhibit S (the “Government Related Subcontract Agreement”), duly executed by Sellers; (viii) an omnibus intellectual property assignment agreement, substantially in the form attached hereto as Exhibit T (the “Intellectual Property Assignment Agreement”), duly executed by Sellers; (ix) a transition services agreement, substantially in the form attached hereto as Exhibit U (the “Transition Services Agreement”), duly executed by Sellers; (x) all quitclaim deeds or deeds without warranty (or equivalents for those parcels of Owned Real Property located in jurisdictions outside of the United States)date hereof, in customary form, subject only to Permitted Encumbrances, conveying the Owned Real Property to Purchaser (the “Quitclaim Deeds”), duly executed by the appropriate Seller; (xi) all required Transfer Tax or sales disclosure forms relating to the Transferred Real Property (the “Transfer Tax Forms”), duly executed by the appropriate Seller; (xii) an assignment between Asset Manager and assumption of the leases and subleases underlying the Leased Real PropertyPurchaser, in substantially the form attached hereto as Exhibit V (the “Assignment and Assumption of Real Property Leases”), together with such other instruments of assignment and assumption that are necessary to transfer the leases and subleases underlying the Leased Real Property located in jurisdictions outside of the United States, each duly executed by Sellers; provided, however, that if it is required for the assumption and assignment of any lease or sublease underlying a Leased Real Property that a separate assignment and assumption for such lease or sublease be executed, then a separate assignment and assumption of such lease or sublease shall be executed in a form substantially similar to Exhibit V or as otherwise required to assume or assign such Leased Real Property; (xiii) an assignment and assumption of the lease in respect of the premises located at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, substantially in the form attached hereto as Exhibit W (the “Assignment and Assumption of Harlem Lease”), duly executed by Harlem; (xiv) an omnibus lease agreement in respect of the lease of certain portions of the Excluded Real Property that is owned real property, substantially in the form attached hereto as Exhibit X (the “Master Lease Agreement”), duly executed by Parent; (xv) [Reserved]; (xvi) the Saginaw Service Contracts, if required, duly executed by the appropriate Seller; (xvii) any easement agreements required under Section 6.27(c), duly executed by the appropriate Seller; (xviii) the Subdivision Master Lease, if required, duly executed by the appropriate Sellers; (xix) a certificate of an officer of each Seller (A) certifying that attached to such certificate are true and complete copies of (1) such Seller’s Organizational Documents, each as amended through and in effect on the Closing Date and (2) resolutions of the board of directors of such Seller, authorizing the execution, delivery and performance of this Agreement and the Ancillary Agreements to which such Seller is a party, the consummation of the transactions contemplated by this Agreement and such Ancillary Agreements and the matters set forth in Section 6.16(e), and (B) certifying as to the incumbency of the officer(s) of such Seller executing this Agreement and the Ancillary Agreements to which such Seller is a party; (xx) a certificate in compliance with Treas. Reg. §1.1445-2(b)(2) that each Seller is not a foreign person as defined under Section 897 of the Tax Code; (xxi) a certificate of good standing for each Seller from the Secretary of State of the State of Delaware; (xxii) their written agreement to treat the Relevant Transactions and the other transactions contemplated by this Agreement in accordance with Purchaser’s determination in Section 6.16; (xxiii) payoff letters and related Encumbrance-release documentation (including, if applicable, UCC-3 termination statements), each in a form reasonably satisfactory to the Parties and duly executed by the holders of the secured Indebtedness; and (xxive) all books and records of Sellers described in Section 2.2(a)(xiv). (d) The UAW Collective Bargaining Agreement Seller shall have been ratified by delivered or caused to be delivered to Purchaser a certificate of the membershipSecretary or Assistant Secretary, shall have been assumed by as of the applicable Sellers Closing Date, of each of Seller, CLO Issuer and assigned to PurchaserAsset Manager certifying (i) the Organizational Documents, (ii) good standing under the Laws of the jurisdiction of its formation, (iii) the consent, resolution or minutes of the members, shareholders, board of trustees or board of directors, as applicable, and shall be in full force (iv) the names and effect. (e) The UAW Retiree Settlement Agreement shall have been executed and delivered by the UAW and shall have been approved by the Bankruptcy Court as part signatures of the Sale Approval Orderofficers authorized to sign this Agreement and any other documents required to be delivered under the terms of this Agreement. (f) The Canadian Operations Continuation Agreement shall have been executed and delivered by the parties thereto in the form previously distributed among them.

Conditions to Obligations of Purchaser. The obligations of PCT and Purchaser to consummate effect the transactions contemplated by this Agreement are further subject to the fulfillment satisfaction at or written waiver, prior to or at the Closing, of each Closing of the following conditions; provided, however, that in no event may Purchaser waive the conditions contained in Section 7.2(d) or Section 7.2(e):: (a) Each of the The representations and warranties of Sellers contained Seller in ARTICLE IV of this Agreement shall be true and correct (disregarding for in all material respects as of the purposes of such determination any qualification as to materiality or Material Adverse Effect) date hereof and at and as of the Closing Date with the same effect as if though such representations and warranties had been made on the Closing Date (except for at and as of such time, other than representations and warranties that speak as of a specific date or time, time (which representations and warranties shall need only be true and correct only in all material respects as of such date or time), except to the extent that any breaches of such representations and warranties, individually or in the aggregate, have not had, or would not reasonably be expected to have, a Material Adverse Effect.; (b) Sellers Seller and the Company shall have performed or complied in all material respects with all agreements and obligations required by this Agreement to be performed by them under this Agreement at or complied with by Sellers prior to or at the Closing.; (c) Sellers Purchaser shall have deliveredreceived certificates, or caused to be delivereddated the Closing Date, to Purchaser: from (i) a certificate executed as of the Closing Date by a duly authorized representative of Sellers, on behalf of Sellers and not in such authorized representative’s individual capacity, certifying that the conditions set forth in Section 7.2(a) and Section 7.2(b) have been satisfied; (ii) the Equity Registration Rights Agreement, duly executed by Parent; (iii) stock certificates or membership interest certificates, if any, evidencing the Transferred Equity Interests (other than in respect of the Equity Interests held by Sellers in RHI, Promark Global Advisors Limited, Promark Investments Trustees Limited and the Delayed Closing Entities, which the Parties agree may be transferred following the Closing in accordance with Section 6.30, Section 6.34 and Section 6.35), duly endorsed in blank or accompanied by stock powers (or similar documentation) duly endorsed in blank, in proper form for transfer to Purchaser, including any required stamps affixed thereto; (iv) an omnibus ▇▇▇▇ of sale, substantially in the form attached hereto as Exhibit P (the “▇▇▇▇ of Sale”), together with transfer tax declarations and all other instruments of conveyance that are necessary to effect transfer to Purchaser of title to the Purchased Assets, each in a form reasonably satisfactory to the Parties and duly executed by the appropriate Seller; (v) an omnibus assignment and assumption agreement, substantially in the form attached hereto as Exhibit Q (the “Assignment and Assumption Agreement”), together with all other instruments of assignment and assumption that are necessary to transfer the Purchased Contracts and Assumed Liabilities to Purchaser, each in a form reasonably satisfactory to the Parties and duly executed by the appropriate Seller; (vi) a novation agreement, substantially in the form attached hereto as Exhibit R (the “Novation Agreement”), duly executed by Sellers and the appropriate United States Governmental Authorities; (vii) a government related subcontract agreement, substantially in the form attached hereto as Exhibit S (the “Government Related Subcontract Agreement”), duly executed by Sellers; (viii) an omnibus intellectual property assignment agreement, substantially in the form attached hereto as Exhibit T (the “Intellectual Property Assignment Agreement”), duly executed by Sellers; (ix) a transition services agreement, substantially in the form attached hereto as Exhibit U (the “Transition Services Agreement”), duly executed by Sellers; (x) all quitclaim deeds or deeds without warranty (or equivalents for those parcels of Owned Real Property located in jurisdictions outside of the United States), in customary form, subject only to Permitted Encumbrances, conveying the Owned Real Property to Purchaser (the “Quitclaim Deeds”)Company, duly executed by the appropriate Seller; Company, (xiii) all required Transfer Tax or sales disclosure forms relating to the Transferred Real Property (the “Transfer Tax Forms”)Flavors, duly executed by the appropriate Flavors and (iii) Seller; (xii) an assignment and assumption of the leases and subleases underlying the Leased Real Property, in substantially the form attached hereto as Exhibit V (the “Assignment and Assumption of Real Property Leases”), together with such other instruments of assignment and assumption that are necessary to transfer the leases and subleases underlying the Leased Real Property located in jurisdictions outside of the United States, each duly executed by Sellers; provided, however, that if it is required for the assumption and assignment of any lease or sublease underlying a Leased Real Property that a separate assignment and assumption for such lease or sublease be executed, then a separate assignment and assumption of such lease or sublease shall be executed in a form substantially similar to Exhibit V or as otherwise required to assume or assign such Leased Real Property; (xiii) an assignment and assumption of the lease in respect of the premises located at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, substantially in the form attached hereto as Exhibit W (the “Assignment and Assumption of Harlem Lease”), duly executed by HarlemSeller, to the effect of (a) and (b) above; (xivd) an omnibus lease agreement in respect All authorizations, Permits, consents, orders or approvals of, or declarations or filings with, or expirations or terminations of waiting periods (including the lease of certain portions of waiting period under the Excluded Real Property that is owned real propertyHSR Act) imposed by, substantially in the form attached hereto as Exhibit X any Governmental Entity, and all third party consents (the “Master Lease Agreement”), duly executed by Parent; (xv) [Reserved]; (xvi) the Saginaw Service Contracts, if required, duly executed by the appropriate Seller; (xvii) any easement agreements required under Section 6.27(c), duly executed by the appropriate Seller; (xviii) the Subdivision Master Lease, if required, duly executed by the appropriate Sellers; (xix) a certificate of an officer of each Seller (A) certifying that attached to such certificate are true and complete copies of (1) such Seller’s Organizational Documents, each as amended through and in effect on the Closing Date and (2) resolutions of the board of directors of such Seller, authorizing the execution, delivery and performance of this Agreement and the Ancillary Agreements to which such Seller is a partycollectively, the consummation of "Authorizations") necessary to effect the transactions contemplated by this Agreement and such Ancillary Agreements and the matters set forth in Section 6.16(e), and (B) certifying as to the incumbency of the officer(s) of such Seller executing this Agreement and the Ancillary Agreements to which such Seller is a party; (xx) a certificate in compliance with Treas. Reg. §1.1445-2(b)(2) that each Seller is not a foreign person as defined under Section 897 of the Tax Code; (xxi) a certificate of good standing for each Seller from the Secretary of State of the State of Delaware; (xxii) their written agreement to treat the Relevant Transactions and the other transactions contemplated by this Agreement in accordance with Purchaser’s determination in Section 6.16; (xxiii) payoff letters and related Encumbrance-release documentation (including, if applicable, UCC-3 termination statements), each in a form reasonably satisfactory to the Parties and duly executed by the holders of the secured Indebtedness; and (xxiv) all books and records of Sellers described in Section 2.2(a)(xiv). (d) The UAW Collective Bargaining Agreement shall have been ratified by the membershipAgreement, shall have occurred, been assumed by the applicable Sellers and assigned to Purchaser, and shall be in full force and effect.filed or been obtained; (e) The UAW Retiree Settlement Agreement Seller shall have been executed and delivered by the UAW and shall have been approved by the Bankruptcy Court as part or caused to be delivered to Purchaser each of the Sale Approval Orderitems specified in Section 1.5 hereof. (f) The Canadian Operations Continuation Agreement shall have been executed and delivered by the parties thereto in the form previously distributed among them.

Conditions to Obligations of Purchaser. The obligations of Purchaser to consummate the transactions contemplated by this Agreement are Transactions shall be subject to the fulfillment fulfillment, at or written waiver, prior to or at the Closing, of each of the following conditions; provided, however, that any of which may be waived in no event may writing by Purchaser waive the conditions contained in Section 7.2(d) or Section 7.2(e):its sole discretion: (a) Each of The Fundamental Representations, without giving effect to any limitation or qualification as to “materiality” (including the representations and warranties of Sellers contained in ARTICLE IV of this Agreement word “material”) or “Material Adverse Effect” set forth therein, shall be true and correct (disregarding for the purposes of such determination any qualification as to materiality or Material Adverse Effect) in all but de minimis respects both when made and at and as of the Closing Date as if made on Date, or in the Closing Date (except for case of representations and warranties that speak are made as of a specific date or timespecified date, which such representations and warranties shall be true and correct only in all but de minimis respects at and as of such date or timespecified date, and (ii) the representations and warranties of the Acquired Companies and Sellers contained in Article III and Article IV (other than Fundamental Representations), except without giving effect to any limitation or qualification as to “materiality” (including the extent word “material”) or “Material Adverse Effect” set forth therein, shall be true and correct both when made and at and as of the Closing Date, or in the case of representations and warranties that any breaches are made as of a specified date, such representations and warrantieswarranties shall be true and correct at and as of such specified date, individually or except where all such breaches and inaccuracies have not, in the aggregate, have not had, or would not reasonably be expected to have, resulted in a Material Adverse Effect. (b) The Acquired Companies, Sellers’ Representative and Sellers shall have performed or in all material respects all obligations and agreements and complied with in all material respects with all agreements covenants and obligations conditions required by this Agreement to be performed or complied with by Sellers it prior to or at the Closing. (c) Sellers Since the date of this Agreement, there shall have deliveredbeen no Material Adverse Effect. (d) Purchaser shall have received an executed counterpart of each of the Transaction Documents, signed by each party thereto other than Purchaser. (e) Purchaser shall have received from Sellers’ Representative a certificate to the effect that the conditions set forth in Section 7.03(a), Section 7.03(b) and Section 7.03(c) have been satisfied, signed by a duly authorized officer thereof. (f) At or caused prior to the Closing, Sellers’ Representative shall deliver or shall cause to be delivered, delivered to Purchaser: (i) a certificate executed as certificates or other equivalent instruments of the Closing Date by a duly authorized representative of Sellers, on behalf of Sellers and not in such authorized representative’s individual capacity, certifying that the conditions set forth in Section 7.2(a) and Section 7.2(b) have been satisfied; (ii) transfer representing the Equity Registration Rights Agreement, duly executed by Parent; (iii) stock certificates or membership interest certificates, if any, evidencing the Transferred Equity Interests (other than in respect of the Equity Interests held by Sellers in RHI, Promark Global Advisors Limited, Promark Investments Trustees Limited and the Delayed Closing Entities, which the Parties agree may be transferred following the Closing in accordance with Section 6.30, Section 6.34 and Section 6.35)Interests, duly endorsed in blank or accompanied by duly executed stock powers or duly executed assignments of non-certificated Equity Interests; (or similar documentationii) a certificate of each Seller, dated as of the Closing Date and duly endorsed executed in blankaccordance with Treasury Regulations Section 1.1445-2(b)(2), and Section 1446(f) if and to the extent applicable, in proper form the reasonable satisfaction of Purchaser certifying under penalties of perjury that such Seller is not a “foreign person” or “disregarded entity” for transfer U.S. federal income tax purposes; (iii) such payoff letters or termination agreements from each holder of Indebtedness of the Acquired Company Entities set forth on Schedule 7.03(f)(iii) as Purchaser shall have reasonably requested to Purchaserenable the Acquired Company Entities, including any required stamps affixed theretoor Purchaser on behalf of such Acquired Company Entities, to repay such Indebtedness at or prior to the Closing; (iv) an omnibus ▇▇▇▇ final written invoices (including wire instructions) from the payees of salecertain Company Transaction Expenses, substantially in the form attached hereto as Exhibit P delivered no later than three (the “▇▇▇▇ of Sale”), together with transfer tax declarations and all other instruments of conveyance that are necessary to effect transfer to Purchaser of title 3) Business Days prior to the Purchased Assets, each in a form reasonably satisfactory to the Parties and duly executed by the appropriate SellerClosing Date; (v) an omnibus assignment the written resignations effective as of the Closing Date of such directors, managers and assumption agreementofficers of the Acquired Company Entities as requested by Purchaser to resign, substantially in the form attached hereto as Exhibit Q such specification shall be provided by Purchaser no later than five (the “Assignment and Assumption Agreement”), together with all other instruments of assignment and assumption that are necessary to transfer the Purchased Contracts and Assumed Liabilities to Purchaser, each in a form reasonably satisfactory 5) Business Days prior to the Parties and duly executed by the appropriate SellerClosing Date; (vi) a novation agreementevidence of the full settlement of all intercompany accounts receivable and accounts payable between the Acquired Company Entities, substantially in on the form attached hereto as Exhibit R one hand, and each Seller and such Seller’s Affiliates (other than the “Novation Agreement”Acquired Company Entities), duly executed by Sellers and on the appropriate United States Governmental Authoritiesother hand; (vii) a government related subcontract agreementevidence, substantially in the form attached hereto as Exhibit S (the “Government Related Subcontract Agreement”)and substance reasonably satisfactory to Purchaser, duly executed by Sellersthat each Lease or other agreement set forth on Schedule 3.23 marked with an asterisk has been terminated and that no further payments are due or obligations exist thereunder; (viii) an omnibus intellectual property assignment agreement, substantially in the form attached hereto as Exhibit T (the “Intellectual Property Assignment Agreement”), duly executed by Sellers; (ix) a transition services agreement, substantially in the form attached hereto as Exhibit U (the “Transition Services Agreement”), duly executed by Sellers; (x) all quitclaim deeds or deeds without warranty (or equivalents for those parcels of Owned Real Property located in jurisdictions outside of the United States), in customary form, subject only to Permitted Encumbrances, conveying the Owned Real Property to Purchaser (the “Quitclaim Deeds”), duly executed by the appropriate Seller; (xi) all required Transfer Tax or sales disclosure forms relating to the Transferred Real Property (the “Transfer Tax Forms”), duly executed by the appropriate Seller; (xii) an assignment and assumption of the leases and subleases underlying the Leased Real Property, in substantially the form attached hereto as Exhibit V (the “Assignment and Assumption of Real Property Leases”), together with such other instruments of assignment and assumption that are necessary to transfer the leases and subleases underlying the Leased Real Property located in jurisdictions outside of the United States, each duly executed by Sellers; provided, however, that if it is required for the assumption and assignment of any lease or sublease underlying a Leased Real Property that a separate assignment and assumption for such lease or sublease be executed, then a separate assignment and assumption of such lease or sublease shall be executed in a form substantially similar to Exhibit V or as otherwise required to assume or assign such Leased Real Property; (xiii) an assignment and assumption of the lease in respect of the premises located at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, substantially in the form attached hereto as Exhibit W (the “Assignment and Assumption of Harlem Lease”), duly executed by Harlem; (xiv) an omnibus lease agreement in respect of the lease of certain portions of the Excluded Real Property that is owned real property, substantially in the form attached hereto as Exhibit X (the “Master Lease Agreement”), duly executed by Parent; (xv) [Reserved]; (xvi) the Saginaw Service Contracts, if required, duly executed by the appropriate Seller; (xvii) any easement agreements required under Section 6.27(c), duly executed by the appropriate Seller; (xviii) the Subdivision Master Lease, if required, duly executed by the appropriate Sellers; (xix) a certificate of an officer the secretary of each Seller (A) the Acquired Companies certifying that attached to such certificate are as true and complete copies correct and dated as of (1) such Seller’s Organizational Documents, each as amended through and in effect on the Closing Date and (2a) the certificate of incorporation or certificate of formation of each of the Acquired Company Entities, (b) the bylaws, operating agreement or limited liability company agreement of each of the Acquired Company Entities, (c) the resolutions of each of the Acquired Companies’ board of directors of (or similar governing body) approving the execution and delivery by such Seller, authorizing the execution, delivery and performance Acquired Company of this Agreement and the Ancillary Agreements to which other Transaction Documents, the performance by such Seller is a partyAcquired Company of its obligations hereunder and thereunder, and the consummation of the transactions contemplated by this Agreement Transactions, and that such Ancillary Agreements resolutions are in full force and effect and are all of the matters set forth resolutions adopted in Section 6.16(e)connection with the Transactions, and (B) certifying as to the incumbency of the officer(s) of such Seller executing this Agreement and the Ancillary Agreements to which such Seller is a party; (xx) a certificate in compliance with Treas. Reg. §1.1445-2(b)(2) that each Seller is not a foreign person as defined under Section 897 of the Tax Code; (xxid) a certificate of good standing for of each Seller of the Acquired Company Entities from the Secretary of State of the State such entity’s state of Delaware; organization dated within ten (xxii10) their written agreement to treat the Relevant Transactions and the other transactions contemplated by this Agreement in accordance with Purchaser’s determination in Section 6.16; (xxiii) payoff letters and related Encumbrance-release documentation (including, if applicable, UCC-3 termination statements), each in a form reasonably satisfactory days prior to the Parties and duly executed by the holders of the secured IndebtednessClosing Date; and (xxivix) all books and records of Sellers described in any Section 2.2(a)(xiv). (d338(h)(10) Forms reasonably requested by Purchaser. The UAW Collective Bargaining Agreement Reorganization shall have been ratified by the membership, shall have been assumed by the applicable Sellers and assigned to Purchaser, and shall be in full force and effect. (e) The UAW Retiree Settlement Agreement shall have been executed and delivered by the UAW and shall have been approved by the Bankruptcy Court materially consummated as part of the Sale Approval Order. (f) The Canadian Operations Continuation Agreement shall have been executed and delivered by the parties thereto in the form previously distributed among them.set forth on Schedule B.

Conditions to Obligations of Purchaser. The obligations of Purchaser to consummate the transactions contemplated by under this Agreement are subject to the fulfillment satisfaction (or, if applicable, waiver in the sole discretion of Purchaser, except as to the condition described in Section 11.2(c)) on or written waiver, prior to or at before the ClosingClosing Date, of each of the following conditions: (a) All of the covenants and agreements required by this Agreement to be complied with and performed by Seller and Parent on or before the Closing Date shall have been duly complied with and performed in all material respects; (b) The representations and warranties made by Seller and Parent herein or in any certificate or other document delivered at Closing pursuant to (i) the provisions hereof or (ii) in connection with the transactions contemplated hereby shall be true and correct in all material respects, on and as of the Closing Date, with the same force and effect as though such representations and warranties had been made on the Closing Date; provided, however, that the representations and warranties made by Seller and Parent herein or in no event may Purchaser waive any certificate or other document delivered pursuant to the conditions contained provisions hereof shall be deemed to be true and correct in Section 7.2(dall material respects on and as of the Closing Date, with the same force and effect as though made on the Closing Date, unless the failure to be so true and correct would have a Material Adverse Effect; (c) or Section 7.2(e):The Regulatory Approvals shall have been obtained and shall be Final; (a) Each No court or governmental or regulatory authority of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, judgment decree, injunction or other order (whether temporary, preliminary or permanent) which is in effect to enjoin, or which prohibits, consummation of the representations transactions contemplated hereby; (b) Seller shall have entered into the Fiserv Settlement Agreement and warranties the I-Pay Settlement Agreement in accordance with Section 7.6; (c) Seller shall have obtained, and delivered to Purchaser, executed Landlord Consents from the landlords (or, in lieu thereof shall have entered into valid Sublease Agreements with Purchaser) with respect to each of Sellers contained the Real Property Leases and ATM Real Property Leases; (d) Seller shall have obtained an executed Right of First Refusal Waiver with respect to each of the Transfer Restricted Loans; (e) Seller shall have remediated all documentation and/or insurance coverage issues with respect to the Flood Zone Compliance Loans such that the Flood Zone Compliance Loans are in ARTICLE IV of this Agreement shall be true and correct (disregarding for the purposes of such determination any qualification as to materiality or Material Adverse Effect) compliance as of the Closing Date as with all Laws of all Governmental Authorities, other than those the penalty or liability for the violation of which, if made on the Closing Date (except for representations and warranties that speak as of a specific date imposed or timeasserted, which representations and warranties shall be true and correct only as of such date or time), except to the extent that any breaches of such representations and warranties, individually or in the aggregate, have not had, or would not reasonably be expected to have, have a Material Adverse Effect., and shall have provided to Purchaser written documentation evidencing such remediation; (bf) Sellers Purchaser shall have performed received the items to be delivered by Seller and Parent pursuant to Section 4.2; and (g) The owner’s title insurance policy commitment in Annex D shall contain no matters other than those Permitted Encumbrances defined in clauses (1) through (4) of Section 4.2 (a) above and matters that do not materially and adversely affect the current use, occupancy and/or value; except that this condition to closing shall be deemed waived unless within ten (10) Business Days after receipt of such commitment Purchaser identifies one or complied more of such exceptions not allowable under clauses (1) through (4) of Section 4.2(a) or which materially and adversely affects the current use, occupancy and/or value, and provides Seller a period of at least fifteen (15) Business Days to cure such defect in all material respects with all agreements and obligations required by this Agreement or cause the same to be performed or complied with by Sellers prior to or at the Closing. (c) Sellers shall have delivered, or caused to be delivered, to Purchaser: (i) a certificate executed as of the Closing Date by a duly authorized representative of Sellers, on behalf of Sellers and not in such authorized representative’s individual capacity, certifying that the conditions set forth in Section 7.2(a) and Section 7.2(b) have been satisfied; (ii) the Equity Registration Rights Agreement, duly executed by Parent; (iii) stock certificates or membership interest certificates, if any, evidencing the Transferred Equity Interests (other than in respect of the Equity Interests held by Sellers in RHI, Promark Global Advisors Limited, Promark Investments Trustees Limited and the Delayed Closing Entities, which the Parties agree may be transferred following the Closing in accordance with Section 6.30, Section 6.34 and Section 6.35), duly endorsed in blank or accompanied by stock powers (or similar documentation) duly endorsed in blank, in proper form for transfer to Purchaser, including any required stamps affixed thereto; (iv) an omnibus ▇▇▇▇ of sale, substantially in the form attached hereto as Exhibit P (the “▇▇▇▇ of Sale”), together with transfer tax declarations and all other instruments of conveyance that are necessary to effect transfer to Purchaser of title to the Purchased Assets, each in a form reasonably satisfactory to the Parties and duly executed by the appropriate Seller; (v) an omnibus assignment and assumption agreement, substantially in the form attached hereto as Exhibit Q (the “Assignment and Assumption Agreement”), together with all other instruments of assignment and assumption that are necessary to transfer the Purchased Contracts and Assumed Liabilities to Purchaser, each in a form reasonably satisfactory to the Parties and duly executed by the appropriate Seller; (vi) a novation agreement, substantially in the form attached hereto as Exhibit R (the “Novation Agreement”), duly executed by Sellers and the appropriate United States Governmental Authorities; (vii) a government related subcontract agreement, substantially in the form attached hereto as Exhibit S (the “Government Related Subcontract Agreement”), duly executed by Sellers; (viii) an omnibus intellectual property assignment agreement, substantially in the form attached hereto as Exhibit T (the “Intellectual Property Assignment Agreement”), duly executed by Sellers; (ix) a transition services agreement, substantially in the form attached hereto as Exhibit U (the “Transition Services Agreement”), duly executed by Sellers; (x) all quitclaim deeds or deeds without warranty (or equivalents for those parcels of Owned Real Property located in jurisdictions outside of the United States), in customary form, subject only to Permitted Encumbrances, conveying the Owned Real Property to Purchaser (the “Quitclaim Deeds”), duly executed by the appropriate Seller; (xi) all required Transfer Tax or sales disclosure forms relating to the Transferred Real Property (the “Transfer Tax Forms”), duly executed by the appropriate Seller; (xii) an assignment and assumption of the leases and subleases underlying the Leased Real Property, in substantially the form attached hereto as Exhibit V (the “Assignment and Assumption of Real Property Leases”), together with such other instruments of assignment and assumption that are necessary to transfer the leases and subleases underlying the Leased Real Property located in jurisdictions outside of the United States, each duly executed by Sellers; provided, however, that if it is required for the assumption and assignment of any lease or sublease underlying a Leased Real Property that a separate assignment and assumption for such lease or sublease be executed, then a separate assignment and assumption of such lease or sublease shall be executed in a form substantially similar to Exhibit V or as otherwise required to assume or assign such Leased Real Property; (xiii) an assignment and assumption of the lease in respect of the premises located at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, substantially in the form attached hereto as Exhibit W (the “Assignment and Assumption of Harlem Lease”), duly executed by Harlem; (xiv) an omnibus lease agreement in respect of the lease of certain portions of the Excluded Real Property that is owned real property, substantially in the form attached hereto as Exhibit X (the “Master Lease Agreement”), duly executed by Parent; (xv) [Reserved]; (xvi) the Saginaw Service Contracts, if required, duly executed by the appropriate Seller; (xvii) any easement agreements required under Section 6.27(c), duly executed by the appropriate Seller; (xviii) the Subdivision Master Lease, if required, duly executed by the appropriate Sellers; (xix) a certificate of an officer of each Seller (A) certifying that attached to such certificate are true and complete copies of (1) such Seller’s Organizational Documents, each as amended through and in effect on the Closing Date and (2) resolutions of the board of directors of such Seller, authorizing the execution, delivery and performance of this Agreement and the Ancillary Agreements to which such Seller is a party, the consummation of the transactions contemplated by this Agreement and such Ancillary Agreements and the matters set forth in Section 6.16(e), and (B) certifying as to the incumbency of the officer(s) of such Seller executing this Agreement and the Ancillary Agreements to which such Seller is a party; (xx) a certificate in compliance with Treas. Reg. §1.1445-2(b)(2) that each Seller is not a foreign person as defined under Section 897 of the Tax Code; (xxi) a certificate of good standing for each Seller omitted from the Secretary of State of the State of Delaware; (xxii) their written agreement to treat the Relevant Transactions and the other transactions contemplated by this Agreement in accordance with Purchaser’s determination in Section 6.16; (xxiii) payoff letters and related Encumbrance-release documentation (including, if applicable, UCC-3 termination statements), each in a form reasonably satisfactory to the Parties and duly executed by the holders of the secured Indebtedness; and (xxiv) all books and records of Sellers described in Section 2.2(a)(xiv)title policy commitment. (d) The UAW Collective Bargaining Agreement shall have been ratified by the membership, shall have been assumed by the applicable Sellers and assigned to Purchaser, and shall be in full force and effect. (e) The UAW Retiree Settlement Agreement shall have been executed and delivered by the UAW and shall have been approved by the Bankruptcy Court as part of the Sale Approval Order. (f) The Canadian Operations Continuation Agreement shall have been executed and delivered by the parties thereto in the form previously distributed among them.

Conditions to Obligations of Purchaser. The obligations of Purchaser to consummate the transactions contemplated by under this Agreement are subject to the fulfillment satisfaction (or, if applicable, waiver in the sole discretion of Purchaser, except as to the condition described in Section 12.2(c)) on or written waiver, prior to or at before the ClosingClosing Date, of each of the following conditions: (a) All of the covenants and agreements required by this Agreement to be complied with and performed by Sellers on or before the Closing Date shall have been duly complied with and performed in all material respects; provided, however, that Sellers shall be deemed to have duly complied with and performed such covenants and agreements in no event may Purchaser waive all material respects unless the conditions contained in Section 7.2(d) failure to so perform or Section 7.2(e):comply would have a Material Adverse Effect; (ab) Each of the The representations and warranties of made by Sellers contained herein or in ARTICLE IV of this Agreement any certificate or other document delivered pursuant to the provisions hereof or in connection with the transactions contemplated hereby shall be true and correct (disregarding for the purposes of such determination any qualification as to materiality or Material Adverse Effect) in all material respects, on and as of the Closing Date Date, with the same force and effect as if though such representations and warranties had been made on the Closing Date (except for representations and warranties that speak as of a specific date or time, which representations and warranties shall be true and correct only as of such date or time), except to the extent that any breaches of such representations and warranties, individually or in the aggregate, have not had, or would not reasonably be expected to have, a Material Adverse Effect. (b) Sellers shall have performed or complied in all material respects with all agreements and obligations required by this Agreement to be performed or complied with by Sellers prior to or at the Closing. (c) Sellers shall have delivered, or caused to be delivered, to Purchaser: (i) a certificate executed as of the Closing Date by a duly authorized representative of Sellers, on behalf of Sellers and not in such authorized representative’s individual capacity, certifying that the conditions set forth in Section 7.2(a) and Section 7.2(b) have been satisfied; (ii) the Equity Registration Rights Agreement, duly executed by Parent; (iii) stock certificates or membership interest certificates, if any, evidencing the Transferred Equity Interests (other than in respect of the Equity Interests held by Sellers in RHI, Promark Global Advisors Limited, Promark Investments Trustees Limited and the Delayed Closing Entities, which the Parties agree may be transferred following the Closing in accordance with Section 6.30, Section 6.34 and Section 6.35), duly endorsed in blank or accompanied by stock powers (or similar documentation) duly endorsed in blank, in proper form for transfer to Purchaser, including any required stamps affixed thereto; (iv) an omnibus ▇▇▇▇ of sale, substantially in the form attached hereto as Exhibit P (the “▇▇▇▇ of Sale”), together with transfer tax declarations and all other instruments of conveyance that are necessary to effect transfer to Purchaser of title to the Purchased Assets, each in a form reasonably satisfactory to the Parties and duly executed by the appropriate Seller; (v) an omnibus assignment and assumption agreement, substantially in the form attached hereto as Exhibit Q (the “Assignment and Assumption Agreement”), together with all other instruments of assignment and assumption that are necessary to transfer the Purchased Contracts and Assumed Liabilities to Purchaser, each in a form reasonably satisfactory to the Parties and duly executed by the appropriate Seller; (vi) a novation agreement, substantially in the form attached hereto as Exhibit R (the “Novation Agreement”), duly executed by Sellers and the appropriate United States Governmental Authorities; (vii) a government related subcontract agreement, substantially in the form attached hereto as Exhibit S (the “Government Related Subcontract Agreement”), duly executed by Sellers; (viii) an omnibus intellectual property assignment agreement, substantially in the form attached hereto as Exhibit T (the “Intellectual Property Assignment Agreement”), duly executed by Sellers; (ix) a transition services agreement, substantially in the form attached hereto as Exhibit U (the “Transition Services Agreement”), duly executed by Sellers; (x) all quitclaim deeds or deeds without warranty (or equivalents for those parcels of Owned Real Property located in jurisdictions outside of the United States), in customary form, subject only to Permitted Encumbrances, conveying the Owned Real Property to Purchaser (the “Quitclaim Deeds”), duly executed by the appropriate Seller; (xi) all required Transfer Tax or sales disclosure forms relating to the Transferred Real Property (the “Transfer Tax Forms”), duly executed by the appropriate Seller; (xii) an assignment and assumption of the leases and subleases underlying the Leased Real Property, in substantially the form attached hereto as Exhibit V (the “Assignment and Assumption of Real Property Leases”), together with such other instruments of assignment and assumption that are necessary to transfer the leases and subleases underlying the Leased Real Property located in jurisdictions outside of the United States, each duly executed by SellersDate; provided, however, that if it is required for the assumption representations and assignment of warranties made by Sellers herein or in any lease certificate or sublease underlying a Leased Real Property that a separate assignment and assumption for such lease or sublease be executed, then a separate assignment and assumption of such lease or sublease other document delivered pursuant to the provisions hereof shall be executed deemed to be true and correct in all material respects on and as of the Closing Date, with the same force and effect as though made on the Closing Date, unless the failure to be so true and correct would have a form substantially similar to Exhibit V or as otherwise required to assume or assign such Leased Real PropertyMaterial Adverse Effect; (xiiic) an assignment The Regulatory Approvals shall have been obtained and assumption of the lease in respect of the premises located at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, substantially in the form attached hereto as Exhibit W (the “Assignment shall be Final and Assumption of Harlem Lease”), duly executed by Harlemall related statutory waiting periods have expired; (xivd) an omnibus lease agreement in respect No court or governmental or regulatory authority of the lease of certain portions of the Excluded Real Property that competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, judgment, decree, injunction or other order (whether temporary, preliminary or permanent) which is owned real property, substantially in the form attached hereto as Exhibit X (the “Master Lease Agreement”), duly executed by Parent; (xv) [Reserved]; (xvi) the Saginaw Service Contracts, if required, duly executed by the appropriate Seller; (xvii) any easement agreements required under Section 6.27(c), duly executed by the appropriate Seller; (xviii) the Subdivision Master Lease, if required, duly executed by the appropriate Sellers; (xix) a certificate of an officer of each Seller (A) certifying that attached to such certificate are true and complete copies of (1) such Seller’s Organizational Documents, each as amended through and in effect on the Closing Date and (2) resolutions of the board of directors of such Sellerto enjoin, authorizing the executionor which prohibits, delivery and performance of this Agreement and the Ancillary Agreements to which such Seller is a party, the consummation of the transactions contemplated by this Agreement and such Ancillary Agreements and the matters set forth in Section 6.16(e), and (B) certifying as to the incumbency of the officer(s) of such Seller executing this Agreement and the Ancillary Agreements to which such Seller is a party; (xx) a certificate in compliance with Treas. Reg. §1.1445-2(b)(2) that each Seller is not a foreign person as defined under Section 897 of the Tax Code; (xxi) a certificate of good standing for each Seller from the Secretary of State of the State of Delaware; (xxii) their written agreement to treat the Relevant Transactions and the other transactions contemplated by this Agreement in accordance with Purchaser’s determination in Section 6.16; (xxiii) payoff letters and related Encumbrance-release documentation (including, if applicable, UCC-3 termination statements), each in a form reasonably satisfactory to the Parties and duly executed by the holders of the secured Indebtednesshereby; and (xxive) all books and records of Sellers described in Section 2.2(a)(xiv). (d) The UAW Collective Bargaining Agreement Purchaser shall have been ratified by received the membership, shall have been assumed by the applicable Sellers and assigned items to Purchaser, and shall be in full force and effect. (e) The UAW Retiree Settlement Agreement shall have been executed and delivered by the UAW and shall have been approved by the Bankruptcy Court as part of the Sale Approval OrderSellers pursuant to Section 5.2. (f) The Canadian Operations Continuation Agreement shall have been executed and delivered by the parties thereto in the form previously distributed among them.

Conditions to Obligations of Purchaser. The obligations of Purchaser to consummate purchase the transactions contemplated by this Agreement are Securities shall be subject to the fulfillment or written waiver, prior to or at the Closing, of each of the following conditions; provided, however, that in no event may Purchaser waive the conditions contained in Section 7.2(d) or Section 7.2(e): (a) Each accuracy of the representations and warranties on the part of Sellers the Company contained in ARTICLE IV of this Agreement shall be true and correct (disregarding for the purposes of such determination any qualification as to materiality or Material Adverse Effect) herein as of the Closing Date as if made on Execution Time and the Closing Date Date, to the accuracy of the statements of the Company made in any certificates pursuant to the provisions hereof, to the performance by the Company of their obligations hereunder and to the following additional conditions: (except for representations and warranties that speak as a) The Registration Statement shall have become effective; if filing of a specific date the Prospectus, or timeany supplement thereto, which representations and warranties shall be true and correct only as of such date or timeis required pursuant to Rule 424(b), except to the extent that Prospectus, and any breaches of such representations and warrantiessupplement, individually or will be filed in the aggregate, manner and within the time period required by Rule 424(b); and no stop order suspending the effectiveness of the Registration Statement shall have not had, been issued and no proceedings for that purpose shall have been instituted or would not reasonably be expected to have, a Material Adverse Effectthreatened. (b) Sellers At the Execution Time and at the Closing Date, the Company shall have performed or complied furnished to Purchaser certificates of the Company, dated respectively as of the Execution Time and the Closing Date and signed by any two executive officers of the Company, to the effect that the signers of such certificates have carefully examined the Registration Statement, the Prospectus, any supplements to the Prospectus and this Agreement and that: (i) the representations and warranties of the Company in this Agreement are true and correct in all material respects at and as of the Execution Time or on and as of the Closing Date, as the case may be, with the same effect as if made at the Execution Time or on the Closing Date, as the case may be, and the Company has complied with all the agreements and obligations required by this Agreement satisfied all the conditions on its part to be performed or complied with by Sellers satisfied at or prior to the Execution Time or at Closing Date, as applicable; (ii) no stop order suspending the Closingeffectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or, to the Company's knowledge, threatened; and (iii) since the date of the most recent financial statements included in the Prospectus (exclusive of any supplement thereto), there has been no material adverse change in the condition (financial or other), earnings, business, business prospects or properties of the Company and its subsidiaries, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Prospectus or the documents incorporated by reference therein (exclusive of any supplement thereto). (c) Sellers Subsequent to the Execution Time or, if earlier, the date as of which information is given in the Registration Statement (exclusive of any amendment thereof) and the Prospectus (exclusive of any supplement thereto), there shall not have deliveredbeen any change, or caused to be deliveredany development involving a prospective change, to Purchaser: in or affecting the business (iincluding the results of operations or management) a certificate executed as or properties of the Closing Date Company and its subsidiaries the effect of which is, in the reasonable judgment of Purchaser, so material and adverse as to make it impractical or inadvisable to proceed with the offering or the delivery of the Securities as contemplated by a duly authorized representative the Registration Statement (exclusive of Sellers, on behalf of Sellers and not in such authorized representative’s individual capacity, certifying that the conditions set forth in Section 7.2(aany amendment thereof) and Section 7.2(b) have been satisfied; the Prospectus (ii) the Equity Registration Rights Agreement, duly executed by Parent; (iii) stock certificates or membership interest certificates, if any, evidencing the Transferred Equity Interests (other than in respect of the Equity Interests held by Sellers in RHI, Promark Global Advisors Limited, Promark Investments Trustees Limited and the Delayed Closing Entities, which the Parties agree may be transferred following the Closing in accordance with Section 6.30, Section 6.34 and Section 6.35), duly endorsed in blank or accompanied by stock powers (or similar documentation) duly endorsed in blank, in proper form for transfer to Purchaser, including any required stamps affixed thereto; (iv) an omnibus ▇▇▇▇ of sale, substantially in the form attached hereto as Exhibit P (the “▇▇▇▇ of Sale”), together with transfer tax declarations and all other instruments of conveyance that are necessary to effect transfer to Purchaser of title to the Purchased Assets, each in a form reasonably satisfactory to the Parties and duly executed by the appropriate Seller; (v) an omnibus assignment and assumption agreement, substantially in the form attached hereto as Exhibit Q (the “Assignment and Assumption Agreement”), together with all other instruments of assignment and assumption that are necessary to transfer the Purchased Contracts and Assumed Liabilities to Purchaser, each in a form reasonably satisfactory to the Parties and duly executed by the appropriate Seller; (vi) a novation agreement, substantially in the form attached hereto as Exhibit R (the “Novation Agreement”), duly executed by Sellers and the appropriate United States Governmental Authorities; (vii) a government related subcontract agreement, substantially in the form attached hereto as Exhibit S (the “Government Related Subcontract Agreement”), duly executed by Sellers; (viii) an omnibus intellectual property assignment agreement, substantially in the form attached hereto as Exhibit T (the “Intellectual Property Assignment Agreement”), duly executed by Sellers; (ix) a transition services agreement, substantially in the form attached hereto as Exhibit U (the “Transition Services Agreement”), duly executed by Sellers; (x) all quitclaim deeds or deeds without warranty (or equivalents for those parcels of Owned Real Property located in jurisdictions outside of the United States), in customary form, subject only to Permitted Encumbrances, conveying the Owned Real Property to Purchaser (the “Quitclaim Deeds”), duly executed by the appropriate Seller; (xi) all required Transfer Tax or sales disclosure forms relating to the Transferred Real Property (the “Transfer Tax Forms”), duly executed by the appropriate Seller; (xii) an assignment and assumption of the leases and subleases underlying the Leased Real Property, in substantially the form attached hereto as Exhibit V (the “Assignment and Assumption of Real Property Leases”), together with such other instruments of assignment and assumption that are necessary to transfer the leases and subleases underlying the Leased Real Property located in jurisdictions outside of the United States, each duly executed by Sellers; provided, however, that if it is required for the assumption and assignment exclusive of any lease or sublease underlying a Leased Real Property that a separate assignment and assumption for such lease or sublease be executed, then a separate assignment and assumption of such lease or sublease shall be executed in a form substantially similar to Exhibit V or as otherwise required to assume or assign such Leased Real Property; (xiii) an assignment and assumption of the lease in respect of the premises located at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, substantially in the form attached hereto as Exhibit W (the “Assignment and Assumption of Harlem Lease”), duly executed by Harlem; (xiv) an omnibus lease agreement in respect of the lease of certain portions of the Excluded Real Property that is owned real property, substantially in the form attached hereto as Exhibit X (the “Master Lease Agreement”), duly executed by Parent; (xv) [Reserved]; (xvi) the Saginaw Service Contracts, if required, duly executed by the appropriate Seller; (xvii) any easement agreements required under Section 6.27(c), duly executed by the appropriate Seller; (xviii) the Subdivision Master Lease, if required, duly executed by the appropriate Sellers; (xix) a certificate of an officer of each Seller (A) certifying that attached to such certificate are true and complete copies of (1) such Seller’s Organizational Documents, each as amended through and in effect on the Closing Date and (2) resolutions of the board of directors of such Seller, authorizing the execution, delivery and performance of this Agreement and the Ancillary Agreements to which such Seller is a party, the consummation of the transactions contemplated by this Agreement and such Ancillary Agreements and the matters set forth in Section 6.16(e), and (B) certifying as to the incumbency of the officer(s) of such Seller executing this Agreement and the Ancillary Agreements to which such Seller is a party; (xx) a certificate in compliance with Treas. Reg. §1.1445-2(b)(2) that each Seller is not a foreign person as defined under Section 897 of the Tax Code; (xxi) a certificate of good standing for each Seller from the Secretary of State of the State of Delaware; (xxii) their written agreement to treat the Relevant Transactions and the other transactions contemplated by this Agreement in accordance with Purchaser’s determination in Section 6.16; (xxiii) payoff letters and related Encumbrance-release documentation (including, if applicable, UCC-3 termination statements), each in a form reasonably satisfactory to the Parties and duly executed by the holders of the secured Indebtedness; and (xxiv) all books and records of Sellers described in Section 2.2(a)(xivsupplement thereto). (d) The UAW Collective Bargaining Agreement Company shall have been ratified by commenced mailing the membershipSubscription Certificates to record holders of the Common Stock promptly following the authorization and approval of the issuance of the Common Stock which may be issued pursuant to the Rights Offering and the terms hereof and shall have completed such mailing expeditiously, and shall have offered the Common Stock for subscription in accordance with the terms and under the conditions set forth in the Prospectus. The Company shall have advised Purchaser daily during the period when the Rights are exercisable of the number of shares of Common Stock subscribed for, and prior to 12:00 Noon, New York City time, on the business day following the Expiration Date, shall have been assumed by advised Purchaser of the applicable Sellers number of shares of Common Stock subscribed for and assigned to Purchaser, and shall be in full force and effectof the number of Securities. (e) The UAW Retiree Settlement Prior to the Closing Date, the Company shall have furnished to Purchaser such further information, certificates and documents as Purchaser may reasonably request. If any of the conditions specified in this Section 6 shall not have been fulfilled in all material respects when and as provided in this Agreement, or if any of the certificates mentioned above or elsewhere in this Agreement shall have been executed not be in all material respects reasonably satisfactory in form and delivered substance to Purchaser and its counsel, this Agreement and all obligations of Purchaser hereunder may be canceled at, or at any time prior to, the Closing Date by Purchaser. Notice of such cancellation shall be given to the UAW and shall have been approved Company in writing or by the Bankruptcy Court as part of the Sale Approval Ordertelephone or telegraph confirmed in writing. (f) The Canadian Operations Continuation Agreement shall have been executed and delivered by the parties thereto in the form previously distributed among them.

Conditions to Obligations of Purchaser. The obligations obligation of the Purchaser to consummate effect the transactions contemplated by this Agreement are Tranche I Closing shall be subject to the fulfillment satisfaction at or written waiver, prior to or at the Tranche I Closing, of each of the following conditions; provided, however, that in no event may Purchaser waive the conditions contained in Section 7.2(d) or Section 7.2(e):: (ai) Each of the The representations and warranties of Sellers the Company and Neutron contained in ARTICLE IV of this Agreement shall be true and correct (disregarding for the purposes of such determination any qualification as to materiality or Material Adverse Effect) as of the date of this Agreement and the Tranche I Closing Date as if made on such date, except to the Closing Date (except for extent such representations and warranties that speak are specifically made as of a specific particular date or time, (in which case such representations and warranties shall be true and correct only as of such date or timedate), except to the extent that any breaches of such representations and warranties, individually or in the aggregate, have not had, or would not reasonably be expected to have, a Material Adverse Effect.; (bii) Sellers The Company shall have performed or and complied in all material respects with all covenants and agreements and obligations required by this Agreement to be performed or complied with by Sellers it prior to or at the Tranche I Closing. (c) Sellers shall have delivered, or caused to be delivered, to Purchaser: (i) a certificate executed as of the Closing Date by a duly authorized representative of Sellers, on behalf of Sellers and not in such authorized representative’s individual capacity, certifying that the conditions set forth in Section 7.2(a) and Section 7.2(b) have been satisfied; (ii) the Equity Registration Rights Agreement, duly executed by Parent; (iii) stock certificates or membership interest certificates, if any, evidencing Between the Transferred Equity Interests (other than in respect date of the Equity Interests held by Sellers in RHI, Promark Global Advisors Limited, Promark Investments Trustees Limited this Agreement and the Delayed Closing EntitiesTranche I Closing, which nothing shall have occurred that has had or would be reasonably expected to have a Material Adverse Effect on the Parties agree may be transferred following the Closing in accordance with Section 6.30, Section 6.34 and Section 6.35), duly endorsed in blank Company or accompanied by stock powers (or similar documentation) duly endorsed in blank, in proper form for transfer to Purchaser, including any required stamps affixed theretoNeutron; (iv) an omnibus ▇▇▇▇ of saleAll Transaction Agreements shall have been duly executed and delivered by each party thereto, substantially shall be in the form attached hereto as Exhibit P (the “▇▇▇▇ of Sale”), together with transfer tax declarations and all other instruments of conveyance that are necessary to effect transfer to Purchaser of title to the Purchased Assets, each in a form reasonably substance satisfactory to the Parties Purchaser, and duly executed by the appropriate Sellershall remain in full force and effect; and, no default, event of default or breach shall be outstanding or alleged under any Transaction Agreement; (v) an omnibus assignment Purchaser shall have approved the Neutron Budget and assumption agreement, substantially in the form attached hereto as Exhibit Q (the “Assignment and Assumption Agreement”), together with all other instruments of assignment and assumption that are necessary to transfer the Purchased Contracts and Assumed Liabilities to Purchaser, each in a form reasonably satisfactory to the Parties and duly executed by the appropriate SellerCompany Budget; (vi) RMB shall have extended the expiry of the RMB Loan to the Merger Closing and shall have agreed to forebear from declaring a novation agreementdefault or event of default or foreclosing on the RMB Loan, substantially in all on terms and conditions satisfactory to the form attached hereto as Exhibit R (the “Novation Agreement”), duly executed by Sellers and the appropriate United States Governmental AuthoritiesPurchaser; (vii) a government related subcontract agreementThe Company shall have received all approvals and consents necessary to consummate the Tranche I Closing, substantially in including the form attached hereto as Exhibit S (approval of the “Government Related Subcontract Agreement”)Tranche I Shares for trading on NASDAQ, duly executed by Sellerssubject to official notice of issuance; (viii) an omnibus intellectual property assignment agreementThe Company shall deliver or cause to be delivered to the Purchaser certificates evidencing the Tranche I Shares, substantially duly authorized, issued, fully paid and non-assessable, registered in the form attached hereto name of the Purchaser or as Exhibit T (the “Intellectual Property Assignment Agreement”), duly executed by SellersPurchaser shall otherwise designate; (ix) The Company shall have provided a transition services agreementfavorable legal opinion of counsel to the Company, substantially in a form satisfactory to the form attached hereto as Exhibit U (the “Transition Services Agreement”)Purchaser, duly executed by Sellerswhich shall include opinions in respect of customary corporate and securities laws matters; (x) all quitclaim deeds or deeds without warranty (or equivalents for those parcels The Company shall have provided certificates of Owned Real Property located in jurisdictions outside of the United States), in customary form, subject only to Permitted Encumbrances, conveying the Owned Real Property to Purchaser (the “Quitclaim Deeds”), duly executed by the appropriate Seller; (xi) all required Transfer Tax or sales disclosure forms relating to the Transferred Real Property (the “Transfer Tax Forms”), duly executed by the appropriate Seller; (xii) an assignment and assumption of the leases and subleases underlying the Leased Real Property, in substantially the form attached hereto as Exhibit V (the “Assignment and Assumption of Real Property Leases”), together with such other instruments of assignment and assumption that are necessary to transfer the leases and subleases underlying the Leased Real Property located in jurisdictions outside of the United States, each duly executed by Sellers; provided, however, that if it is required for the assumption and assignment of any lease or sublease underlying a Leased Real Property that a separate assignment and assumption for such lease or sublease be executed, then a separate assignment and assumption of such lease or sublease shall be executed in a form substantially similar to Exhibit V or as otherwise required to assume or assign such Leased Real Property; (xiii) an assignment and assumption of the lease in respect of the premises located at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, substantially in the form attached hereto as Exhibit W (the “Assignment and Assumption of Harlem Lease”), duly executed by Harlem; (xiv) an omnibus lease agreement in respect of the lease of certain portions of the Excluded Real Property that is owned real property, substantially in the form attached hereto as Exhibit X (the “Master Lease Agreement”), duly executed by Parent; (xv) [Reserved]; (xvi) the Saginaw Service Contracts, if required, duly executed by the appropriate Seller; (xvii) any easement agreements required under Section 6.27(c), duly executed by the appropriate Seller; (xviii) the Subdivision Master Lease, if required, duly executed by the appropriate Sellers; (xix) a certificate of an senior officer of each Seller of the Company and Neutron, in form and substance satisfactory to the Purchaser, certifying as follows: (A) certifying that attached to such certificate is a true and complete copy of the certificate of incorporation and bylaws, as amended, of the Company and each of its Subsidiaries or Neutron and each of its Subsidiaries, as applicable, including any and all certificates of designation; (B) that attached thereto are true and complete copies of (1) such Seller’s Organizational Documents, each as amended through and in effect on the Closing Date and (2) resolutions of the board of directors of such Sellerthe Company or Neutron, as applicable, authorizing the execution, delivery and performance of this Agreement and the Ancillary other Transaction Agreements to which such Seller it is a party, instruments and certificates required to be executed by it in connection herewith and approving the consummation of the transactions in the manner contemplated by hereby and thereby including, with respect to the Company, the authorization and issuance of the Shares; and (C) the names and true signatures of the officers and directors of the Company or Neutron, as applicable, signing this Agreement and such Ancillary Agreements and the matters set forth in Section 6.16(e), and (B) certifying as to the incumbency of the officer(s) of such Seller executing this Agreement and the Ancillary all other Transaction Agreements to which such Seller it is a party; (xxxi) The Company shall have provided to Purchaser a certificate of the Chief Executive Officer and the Chief Financial Officer of the Company dated as of the Tranche I Closing Date certifying that the Company has complied in all material respects with its covenants herein and that the Company is in compliance with Treas. Reg. §1.1445-2(b)(2all laws and regulations (including with respect to corporate and securities matters) that each Seller is except as would not reasonably be expected to have a foreign person as defined under Section 897 of Material Adverse Effect on the Tax CodeCompany; (xxixii) Neutron shall have provided to Purchaser a certificate of good standing for each Seller from the Secretary of State two officers dated as of the State of Delaware; Tranche I Closing Date certifying that Neutron has complied with its covenants herein, that Neutron is in compliance with all laws and regulations (xxiiincluding with respect to corporate and securities matters) their written agreement except as would not reasonably be expected to treat the Relevant Transactions and the other transactions contemplated by this Agreement in accordance with Purchaser’s determination in Section 6.16; (xxiii) payoff letters and related Encumbrance-release documentation (including, if applicable, UCC-3 termination statements), each in have a form reasonably satisfactory to the Parties and duly executed by the holders of the secured IndebtednessMaterial Adverse Effect on Neutron; and (xxivxiii) all books Each of the Company, Neutron and records of Sellers described in Section 2.2(a)(xiv). (d) The UAW Collective Bargaining Agreement RMB shall have been ratified performed and complied in all material respects with all covenants and agreements required by any Transaction Agreement to which any of them is a party to be performed or complied with by it prior to the membershipTranche I Closing. The foregoing conditions precedent are for the exclusive benefit of Purchaser and may be waived, in whole or in part, by Purchaser in writing at any time, in which event the Parties shall have been assumed by the applicable Sellers and assigned to Purchaser, and shall be in full force and effect. (e) The UAW Retiree Settlement Agreement shall have been executed and delivered by the UAW and shall have been approved by the Bankruptcy Court as part no further liability. If any of the Sale Approval Ordersaid conditions shall not be complied with or waived by Purchaser on or before March 15, 2012, then the Purchaser may rescind and terminate its obligations to purchase the Shares pursuant to this Agreement by written notice to the Company. (f) The Canadian Operations Continuation Agreement shall have been executed and delivered by the parties thereto in the form previously distributed among them.

Conditions to Obligations of Purchaser. The obligations obligation of Purchaser to consummate the transactions contemplated by this Agreement are Closing shall be subject to the fulfillment or written waiver, prior to or at the Closing, waiver of each of the following conditions; provided, however, that in no event may Purchaser waive the conditions contained in Section 7.2(d) or Section 7.2(e):: (a) Each of the The representations and warranties of Sellers contained in ARTICLE IV of this Agreement (i) Section 3.06(b) shall be true and correct as if restated on and as of the Closing Date, (disregarding for the purposes of such determination any qualification ii) Section 3.01 and Section 3.02 shall be true and correct in all material respects as to materiality or Material Adverse Effect) if restated on and as of the Closing Date as if made on the Closing Date and (except for iii) Article III (other than those representations and warranties that speak as of a specific date described in clauses (i) or time, which representations (ii) above) shall (disregarding all materiality and warranties shall Material Adverse Effect qualifications contained therein) be true and correct only (i) as if restated on and as of the Closing Date or (ii) if made as of a date specified therein, as of such date or time)date, except for any failures to the extent be true and correct that any breaches of such representations and warranties, individually or in the aggregate, have not had, or had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, and Purchaser shall have received a certificate signed by an executive officer of Seller to such effect. (b) Sellers shall have performed or complied The covenants, obligations and agreements contained in all material respects with all agreements and obligations required by this Agreement to be performed or complied with by Sellers prior Seller on or before the Closing shall have been complied with in all material respects, and Purchaser shall have received a certificate signed by an executive officer of Seller to or at the Closingsuch effect. (c) Sellers Since the date hereof, the Business shall not have suffered any Material Adverse Effect and no event shall have deliveredoccurred or circumstance shall exist that would reasonably be expected to have a Material Adverse Effect, or caused and Purchaser shall have received a certificate signed by an executive officer of Seller to be delivered, to Purchaser:such effect. (id) a certificate executed as Each of the Closing Date by a duly authorized representative of Sellers, on behalf of Sellers and not in such authorized representative’s individual capacity, certifying that the conditions set forth in Section 7.2(a) and Section 7.2(b) have been satisfied; (ii) the Equity Registration Rights Agreement, duly executed by Parent; (iii) stock certificates or membership interest certificatesSeller and, if anyapplicable, evidencing the Transferred Equity Interests (other than in respect of the Equity Interests held by Sellers in RHI, Promark Global Advisors Limited, Promark Investments Trustees Limited its Subsidiaries shall have executed and the Delayed Closing Entities, which the Parties agree may be transferred following the Closing in accordance with Section 6.30, Section 6.34 and Section 6.35), duly endorsed in blank or accompanied by stock powers (or similar documentation) duly endorsed in blank, in proper form for transfer to Purchaser, including any required stamps affixed thereto; (iv) an omnibus ▇▇▇▇ of sale, substantially in the form attached hereto as Exhibit P (the “▇▇▇▇ of Sale”), together with transfer tax declarations and all other instruments of conveyance that are necessary to effect transfer delivered to Purchaser each of title to the Purchased Assets, each in a form reasonably satisfactory to the Parties and duly executed by the appropriate Seller; (v) an omnibus assignment and assumption agreement, substantially in the form attached hereto as Exhibit Q (the “Assignment and Assumption Agreement”), together with all other instruments of assignment and assumption that are necessary to transfer the Purchased Contracts and Assumed Liabilities to Purchaser, each in a form reasonably satisfactory to the Parties and duly executed by the appropriate Seller; (vi) a novation agreement, substantially in the form attached hereto as Exhibit R (the “Novation Agreement”), duly executed by Sellers and the appropriate United States Governmental Authorities; (vii) a government related subcontract agreement, substantially in the form attached hereto as Exhibit S (the “Government Related Subcontract Agreement”), duly executed by Sellers; (viii) an omnibus intellectual property assignment agreement, substantially in the form attached hereto as Exhibit T (the “Intellectual Property Assignment Agreement”), duly executed by Sellers; (ix) a transition services agreement, substantially in the form attached hereto as Exhibit U (the “Transition Services Agreement”), duly executed by Sellers; (x) all quitclaim deeds or deeds without warranty (or equivalents for those parcels of Owned Real Property located in jurisdictions outside of the United States), in customary form, subject only to Permitted Encumbrances, conveying the Owned Real Property to Purchaser (the “Quitclaim Deeds”), duly executed by the appropriate Seller; (xi) all required Transfer Tax or sales disclosure forms relating to the Transferred Real Property (the “Transfer Tax Forms”), duly executed by the appropriate Seller; (xii) an assignment and assumption of the leases and subleases underlying the Leased Real Property, in substantially the form attached hereto as Exhibit V (the “Assignment and Assumption of Real Property Leases”), together with such other instruments of assignment and assumption that are necessary to transfer the leases and subleases underlying the Leased Real Property located in jurisdictions outside of the United States, each duly executed by Sellers; provided, however, that if it is required for the assumption and assignment of any lease or sublease underlying a Leased Real Property that a separate assignment and assumption for such lease or sublease be executed, then a separate assignment and assumption of such lease or sublease shall be executed in a form substantially similar to Exhibit V or as otherwise required to assume or assign such Leased Real Property; (xiii) an assignment and assumption of the lease in respect of the premises located at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, substantially in the form attached hereto as Exhibit W (the “Assignment and Assumption of Harlem Lease”), duly executed by Harlem; (xiv) an omnibus lease agreement in respect of the lease of certain portions of the Excluded Real Property that is owned real property, substantially in the form attached hereto as Exhibit X (the “Master Lease Agreement”), duly executed by Parent; (xv) [Reserved]; (xvi) the Saginaw Service Contracts, if required, duly executed by the appropriate Seller; (xvii) any easement agreements required under Section 6.27(c), duly executed by the appropriate Seller; (xviii) the Subdivision Master Lease, if required, duly executed by the appropriate Sellers; (xix) a certificate of an officer of each Seller (A) certifying that attached to such certificate are true and complete copies of (1) such Seller’s Organizational Documents, each as amended through and in effect on the Closing Date and (2) resolutions of the board of directors of such Seller, authorizing the execution, delivery and performance of this Agreement and the Ancillary Agreements to which such Seller it is a party, the consummation of the transactions contemplated by this Agreement and such Ancillary Agreements and the matters set forth in Section 6.16(e), and (B) certifying as to the incumbency of the officer(s) of such Seller executing this Agreement and the Ancillary Agreements to which such Seller is a party; (xx) a certificate in compliance with Treas. Reg. §1.1445-2(b)(2) that each Seller is not a foreign person as defined under Section 897 of the Tax Code; (xxi) a certificate of good standing for each Seller from the Secretary of State of the State of Delaware; (xxii) their written agreement to treat the Relevant Transactions and the other transactions contemplated by this Agreement in accordance with Purchaser’s determination in Section 6.16; (xxiii) payoff letters and related Encumbrance-release documentation (including, if applicable, UCC-3 termination statements), each in a form reasonably satisfactory to the Parties and duly executed by the holders of the secured Indebtedness; and (xxiv) all books and records of Sellers described in Section 2.2(a)(xiv). (d) The UAW Collective Bargaining Agreement shall have been ratified by the membership, shall have been assumed by the applicable Sellers and assigned to Purchaser, and shall be in full force and effect. (e) The UAW Retiree Settlement Agreement There shall have been executed and delivered not be instituted or pending any litigation, action, proceeding or suit by any Governmental Authority, challenging or seeking to prevent or enjoin the UAW and shall have been approved by the Bankruptcy Court as part of the Sale Approval OrderClosing. (f) The Canadian Operations Continuation Agreement shall have been executed and delivered by the parties thereto in the form previously distributed among them.

Conditions to Obligations of Purchaser. The obligations obligation of Purchaser to consummate effect the transactions contemplated by this Agreement are shall be further subject to the fulfillment satisfaction at or written waiver, prior to or at the Closing, Closing of each of the following conditions; provided, howeverany or all of which may be waived, that in no event may Purchaser waive the conditions contained whole or in Section 7.2(d) or Section 7.2(e):part, by Purchaser: (a) Each of the representations and warranties of Sellers Seller contained in ARTICLE IV Article III of this Agreement shall be true and correct (disregarding for the purposes of such determination without giving effect to any qualification as to materiality "materiality" or "Material Adverse Effect" qualifiers set forth therein) at and as of the Closing Date as if made on the Closing Date at and as of such time (except for to the extent expressly agreed to be made as of an earlier date, in which case as of such earlier date), except where the failure of such representations and warranties that speak as of a specific date or time, which representations and warranties shall to be true and correct only as of such date or time), except to the extent that any breaches of such representations and warrantieswould not, individually or in the aggregate, have not had, or would not reasonably be expected to have, result in a Material Adverse Effect.; provided, that, for purposes of determining Seller's satisfaction of this Section 6.2(a), no effect shall be given to any supplement, update or amendment to the Seller Disclosure Schedule from and after the date of this Agreement; (b) Sellers Seller shall have performed or and complied in all material respects with all agreements and obligations covenants required by this Agreement to be performed or complied with by Sellers Seller under this Agreement at or prior to or at the Closing.; (c) Sellers Purchaser shall have deliveredreceived from Seller a certificate, or caused to be delivereddated the Closing Date, duly executed by an officer of Seller, to the effect of Section 6.2(a) and Section 6.2(b) above; (d) Seller shall have delivered to Purchaser: , in form and substance reasonably satisfactory to Purchaser, evidence that the Required Consents (other than (i) a certificate executed as Required Consents relating to the transfer of the Closing Date by a duly authorized representative of Sellers, on behalf of Sellers and not in such authorized representative’s individual capacity, certifying that the conditions set forth in Section 7.2(a) and Section 7.2(b) have been satisfied; Voice Subscribers to Purchaser or (ii) the Equity Registration Rights Agreement, duly executed by Parent; (iii) stock certificates or membership interest certificates, if any, evidencing the Transferred Equity Interests (other than in respect of the Equity Interests held by Sellers in RHI, Promark Global Advisors Limited, Promark Investments Trustees Limited and the Delayed Closing Entities, which the Parties agree may be transferred following the Closing in accordance with Section 6.30, Section 6.34 and Section 6.35), duly endorsed in blank or accompanied by stock powers (or similar documentation) duly endorsed in blank, in proper form for transfer to Purchaser, including any required stamps affixed thereto; (iv) an omnibus ▇▇▇▇ of sale, substantially in the form attached hereto as Exhibit P (the “▇▇▇▇ of Sale”), together with transfer tax declarations and all other instruments of conveyance that are necessary to effect transfer to Purchaser of title to the Purchased Assets, each in a form reasonably satisfactory to the Parties and duly executed by the appropriate Seller; (v) an omnibus assignment and assumption agreement, substantially in the form attached hereto as Exhibit Q (the “Assignment and Assumption Agreement”), together with all other instruments of assignment and assumption that are necessary to transfer the Purchased Contracts and Assumed Liabilities to Purchaser, each in a form reasonably satisfactory to the Parties and duly executed by the appropriate Seller; (vi) a novation agreement, substantially in the form attached hereto as Exhibit R (the “Novation Agreement”), duly executed by Sellers and the appropriate United States Governmental Authorities; (vii) a government related subcontract agreement, substantially in the form attached hereto as Exhibit S (the “Government Related Subcontract Agreement”), duly executed by Sellers; (viii) an omnibus intellectual property assignment agreement, substantially in the form attached hereto as Exhibit T (the “Intellectual Property Assignment Agreement”), duly executed by Sellers; (ix) a transition services agreement, substantially in the form attached hereto as Exhibit U (the “Transition Services Agreement”), duly executed by Sellers; (x) all quitclaim deeds or deeds without warranty (or equivalents for those parcels of Owned Real Property located in jurisdictions outside of the United States), in customary form, subject only to Permitted Encumbrances, conveying the Owned Real Property to Purchaser (the “Quitclaim Deeds”), duly executed by the appropriate Seller; (xi) all required Transfer Tax or sales disclosure forms relating to the Transferred Real Property (the “Transfer Tax Forms”), duly executed by the appropriate Seller; (xii) an assignment and assumption of the leases and subleases underlying the Leased Real Property, in substantially the form attached hereto as Exhibit V (the “Assignment and Assumption of Real Property Leases”), together with such other instruments of assignment and assumption that are necessary to transfer the leases and subleases underlying the Leased Real Property located in jurisdictions outside of the United States, each duly executed by Sellers; provided, however, that if it is required for the assumption and assignment expiration of any lease or sublease underlying a Leased Real Property that a separate assignment and assumption for such lease or sublease be executed, then a separate assignment and assumption of such lease or sublease shall be executed in a form substantially similar waiting periods referred to Exhibit V or as otherwise required to assume or assign such Leased Real Property; (xiii) an assignment and assumption of the lease in respect of the premises located at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, substantially in the form attached hereto as Exhibit W (the “Assignment and Assumption of Harlem Lease”), duly executed by Harlem; (xiv) an omnibus lease agreement in respect of the lease of certain portions of the Excluded Real Property that is owned real property, substantially in the form attached hereto as Exhibit X (the “Master Lease Agreement”), duly executed by Parent; (xv) [Reserved]; (xvi) the Saginaw Service Contracts, if required, duly executed by the appropriate Seller; (xvii) any easement agreements required under Section 6.27(c), duly executed by the appropriate Seller; (xviii) the Subdivision Master Lease, if required, duly executed by the appropriate Sellers; (xix) a certificate of an officer of each Seller (A) certifying that attached to such certificate are true and complete copies of (1) such Seller’s Organizational Documents, each as amended through and in effect on the Closing Date and (2) resolutions of the board of directors of such Seller, authorizing the execution, delivery and performance of this Agreement and the Ancillary Agreements to which such Seller is a party, the consummation of the transactions contemplated by this Agreement and such Ancillary Agreements and the matters set forth in Section 6.16(e)5.15(y) hereof) have been obtained or given, as applicable, and (B) certifying as to the incumbency of the officer(s) of such Seller executing this Agreement and the Ancillary Agreements to which such Seller is a party; (xx) a certificate in compliance with Treas. Reg. §1.1445-2(b)(2) that each Seller is not a foreign person as defined under Section 897 of the Tax Code; (xxi) a certificate of good standing for each Seller from the Secretary of State of the State of Delaware; (xxii) their written agreement to treat the Relevant Transactions and the other transactions contemplated by this Agreement in accordance with Purchaser’s determination in Section 6.16; (xxiii) payoff letters and related Encumbrance-release documentation (including, if applicable, UCC-3 termination statements), each in a form reasonably satisfactory to the Parties and duly executed by the holders of the secured Indebtedness; and (xxiv) all books and records of Sellers described in Section 2.2(a)(xiv). (d) The UAW Collective Bargaining Agreement shall have been ratified by the membership, shall have been assumed by the applicable Sellers and assigned to Purchaser, and shall be are in full force and effect.; (e) The UAW Retiree Settlement Agreement Seller shall have been executed and delivered by the UAW and shall have been approved by the Bankruptcy Court as part or caused to be delivered to Purchaser each of the Sale Approval Order.material documents specified in Section 2.6(b) hereof; (f) The Canadian Operations Continuation Agreement Purchaser shall have received the consents to the assignment of the Contracts indicated with an "asterisk" on Section 3.3(b)(iii) of the Seller Disclosure Schedule (the "Material Contract Consents"), and no such consent, authorization or approval shall have been executed and delivered by the parties thereto revoked; (g) Purchaser shall have received an opinion of Seller's outside corporate counsel regarding certain corporate matters substantially in the form previously distributed among themof Exhibit I1 hereto and an opinion of Seller's in house counsel regarding certain corporate matters substantially in the form of Exhibit I2 hereto; and (h) Purchaser shall have received an opinion of Seller's outside regulatory counsel regarding certain regulatory matters substantially in the form of Exhibit J hereto.

Conditions to Obligations of Purchaser. The obligations obligation of Purchaser to consummate the transactions contemplated by this Agreement are shall be subject to the fulfillment or written waiver, at or prior to or at the Closing, of each of the following conditions; provided, however, that in no event may Purchaser waive the conditions contained in Section 7.2(d) or Section 7.2(e):: (a) Each of the The representations and warranties of Sellers contained in ARTICLE IV of this Agreement Section 3.06(b) shall be true and correct (disregarding for as of the purposes date of such determination any qualification as to materiality or Material Adverse Effect) this Agreement and as of the Closing Date as if made on restated at and as of the Closing Date (except for Date, the representations and warranties that speak as of a specific date or time, which representations and warranties in Section 3.09(c) shall be true and correct only in all material respects as of such the date or time)of this Agreement and as of the Closing Date as if restated at and as of the Closing Date and in the case of each other representation and warranty contained in Article III, except for any failure to the extent be true and correct that any breaches of such representations has not had and warranties, individually or in the aggregate, have not had, or would not reasonably be expected to have, have a Material Adverse Effect, such representation or warranty (disregarding all materiality and Material Adverse Effect qualifications contained therein), shall be true and correct (i) as of the date of this Agreement and as of the Closing Date as if restated at and as of the Closing Date or (ii) if made as of a date specified therein, as of such date, and Purchaser shall have received a certificate signed by a senior officer of Seller to such effect. (b) Sellers shall have performed or complied The covenants, obligations and agreements contained in all material respects with all agreements and obligations required by this Agreement to be performed or complied with by Sellers prior Seller on or before the Closing shall have been complied with in all material respects, except that Seller shall have complied in all respects with its obligations under Article II to be complied with by Seller on or at before the Closing, and Purchaser shall have received a certificate signed by a senior officer of Seller to such effect. (c) Sellers Each of Seller and, if applicable, its Subsidiaries shall have delivered, or caused to be delivered, to Purchaser: (i) a certificate executed as of the Closing Date by a duly authorized representative of Sellers, on behalf of Sellers and not in such authorized representative’s individual capacity, certifying that the conditions set forth in Section 7.2(a) and Section 7.2(b) have been satisfied; (ii) the Equity Registration Rights Agreement, duly executed by Parent; (iii) stock certificates or membership interest certificates, if any, evidencing the Transferred Equity Interests (other than in respect of the Equity Interests held by Sellers in RHI, Promark Global Advisors Limited, Promark Investments Trustees Limited and the Delayed Closing Entities, which the Parties agree may be transferred following the Closing in accordance with Section 6.30, Section 6.34 and Section 6.35), duly endorsed in blank or accompanied by stock powers (or similar documentation) duly endorsed in blank, in proper form for transfer to Purchaser, including any required stamps affixed thereto; (iv) an omnibus ▇▇▇▇ of sale, substantially in the form attached hereto as Exhibit P (the “▇▇▇▇ of Sale”), together with transfer tax declarations and all other instruments of conveyance that are necessary to effect transfer delivered to Purchaser each of title to the Purchased Assets, each in a form reasonably satisfactory to the Parties and duly executed by the appropriate Seller; (v) an omnibus assignment and assumption agreement, substantially in the form attached hereto as Exhibit Q (the “Assignment and Assumption Agreement”), together with all other instruments of assignment and assumption that are necessary to transfer the Purchased Contracts and Assumed Liabilities to Purchaser, each in a form reasonably satisfactory to the Parties and duly executed by the appropriate Seller; (vi) a novation agreement, substantially in the form attached hereto as Exhibit R (the “Novation Agreement”), duly executed by Sellers and the appropriate United States Governmental Authorities; (vii) a government related subcontract agreement, substantially in the form attached hereto as Exhibit S (the “Government Related Subcontract Agreement”), duly executed by Sellers; (viii) an omnibus intellectual property assignment agreement, substantially in the form attached hereto as Exhibit T (the “Intellectual Property Assignment Agreement”), duly executed by Sellers; (ix) a transition services agreement, substantially in the form attached hereto as Exhibit U (the “Transition Services Agreement”), duly executed by Sellers; (x) all quitclaim deeds or deeds without warranty (or equivalents for those parcels of Owned Real Property located in jurisdictions outside of the United States), in customary form, subject only to Permitted Encumbrances, conveying the Owned Real Property to Purchaser (the “Quitclaim Deeds”), duly executed by the appropriate Seller; (xi) all required Transfer Tax or sales disclosure forms relating to the Transferred Real Property (the “Transfer Tax Forms”), duly executed by the appropriate Seller; (xii) an assignment and assumption of the leases and subleases underlying the Leased Real Property, in substantially the form attached hereto as Exhibit V (the “Assignment and Assumption of Real Property Leases”), together with such other instruments of assignment and assumption that are necessary to transfer the leases and subleases underlying the Leased Real Property located in jurisdictions outside of the United States, each duly executed by Sellers; provided, however, that if it is required for the assumption and assignment of any lease or sublease underlying a Leased Real Property that a separate assignment and assumption for such lease or sublease be executed, then a separate assignment and assumption of such lease or sublease shall be executed in a form substantially similar to Exhibit V or as otherwise required to assume or assign such Leased Real Property; (xiii) an assignment and assumption of the lease in respect of the premises located at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, substantially in the form attached hereto as Exhibit W (the “Assignment and Assumption of Harlem Lease”), duly executed by Harlem; (xiv) an omnibus lease agreement in respect of the lease of certain portions of the Excluded Real Property that is owned real property, substantially in the form attached hereto as Exhibit X (the “Master Lease Agreement”), duly executed by Parent; (xv) [Reserved]; (xvi) the Saginaw Service Contracts, if required, duly executed by the appropriate Seller; (xvii) any easement agreements required under Section 6.27(c), duly executed by the appropriate Seller; (xviii) the Subdivision Master Lease, if required, duly executed by the appropriate Sellers; (xix) a certificate of an officer of each Seller (A) certifying that attached to such certificate are true and complete copies of (1) such Seller’s Organizational Documents, each as amended through and in effect on the Closing Date and (2) resolutions of the board of directors of such Seller, authorizing the execution, delivery and performance of this Agreement and the Ancillary Agreements to which such Seller it is a party, the consummation of the transactions contemplated by this Agreement and such Ancillary Agreements and the matters set forth in Section 6.16(e), and (B) certifying as to the incumbency of the officer(s) of such Seller executing this Agreement and the Ancillary Agreements to which such Seller is a party; (xx) a certificate in compliance with Treas. Reg. §1.1445-2(b)(2) that each Seller is not a foreign person as defined under Section 897 of the Tax Code; (xxi) a certificate of good standing for each Seller from the Secretary of State of the State of Delaware; (xxii) their written agreement to treat the Relevant Transactions and the other transactions contemplated by this Agreement in accordance with Purchaser’s determination in Section 6.16; (xxiii) payoff letters and related Encumbrance-release documentation (including, if applicable, UCC-3 termination statements), each in a form reasonably satisfactory to the Parties and duly executed by the holders of the secured Indebtedness; and (xxiv) all books and records of Sellers described in Section 2.2(a)(xiv). (d) The UAW Collective Bargaining Agreement Seller shall have been ratified by the membership, shall have been assumed by the applicable Sellers received and assigned provided to Purchaser, and shall be in full force and effect. (ePurchaser each Consent identified on Section 8.03(d) The UAW Retiree Settlement Agreement shall have been executed and delivered by the UAW and shall have been approved by the Bankruptcy Court as part of the Sale Approval OrderSeller Disclosure Schedules. (f) The Canadian Operations Continuation Agreement shall have been executed and delivered by the parties thereto in the form previously distributed among them.

Conditions to Obligations of Purchaser. The obligations of Purchaser to consummate the transactions contemplated by this Agreement are with respect to the Initial Closing shall be subject to the fulfillment satisfaction or written waiver, waiver by Purchaser at or prior to or at the Closing, Initial Closing Date of each of the following conditions: (a) The representations and warranties of each Seller and each Initial Acquired Company contained herein and in the Additional Representations Certificate shall have been accurate, true and correct in all material respects (except that all such representations and warranties that are qualified by Material Adverse Effect or Individual Material Adverse Effect shall be true and correct in all respects) on and as of the date hereof and as of the date of the Additional Representations Certificate, respectively; provided, however, that in no event may Purchaser waive the conditions contained in Section 7.2(d) or Section 7.2(e): (a) Each of the representations and warranties of Sellers contained in ARTICLE IV Sections 4.1(a), 4.2, 4.4(a), 4.4(c), 4.10, 4.12 and 4.13 and of this Agreement Sellers and the applicable Acquired Companies contained in Section 1.1 of the Additional Representations Certificate shall also be accurate, true and correct (disregarding for the purposes of such determination any qualification as to materiality or Material Adverse Effect) as of the Closing Date as if made on the Closing Date in all material respects (except for that all such representations and warranties that speak as of a specific date are qualified by Material Adverse Effect or time, which representations and warranties Individual Material Adverse Effect shall be accurate, true and correct only in all respects) on and as of such date the Initial Closing Date with the same force and effect as though made by Sellers and the applicable Acquired Companies on and as of the Initial Closing Date; provided, further, that if one or time), except to the extent that any breaches more of such representations or warranties are not accurate, true and warrantiescorrect in all material respects on and as of any such date, individually the condition precedent in this Section 7.2(a) shall nevertheless be deemed satisfied unless the inaccuracy, falsity or in the aggregate, have not had, incorrectness of such representations or warranties would not reasonably be expected to havehave a Material Adverse Effect or a material adverse effect on the ability of Sellers to consummate the transactions contemplated by this Agreement. (b) Each Seller shall have performed and complied in all material respects with all of its covenants and obligations contained in this Agreement to be performed and complied with by it on or prior to the Initial Closing Date. (c) Each Seller shall have delivered to Purchaser a certificate dated as of the Initial Closing Date, signed by a senior officer of such Seller, certifying as to compliance with Sections 7.2(a) and 7.2(b). (d) Since the date of this Agreement, there shall not have occurred any event or development that has had or that would reasonably be expected to have a Material Adverse Effect. (be) Sellers shall have performed or complied in all material respects with all agreements and obligations required by this Agreement to be performed or complied with by Sellers For the period from December 1, 2003 through the end of the most recently completed full fiscal quarter the last day of which is at least thirty (30) days prior to the Initial Closing Date (the “Initial Revenue Determination Period”), the Revenue of the Initial Acquired Companies subject to the Initial Closing (the “Actual Initial Revenue Amount”) shall equal or at exceed the Closing. (c) Sellers Initial Revenue Threshold Amount. The “Initial Revenue Amount” shall have delivered, or caused to be delivered, to Purchaser: equal the product of (i) a certificate executed as the Revenues of such Initial Acquired Companies for the Closing Date year ended November 30, 2003 multiplied by a duly authorized representative of Sellers, on behalf of Sellers and not in such authorized representative’s individual capacity, certifying that the conditions set forth in Section 7.2(a) and Section 7.2(b) have been satisfied; (ii) a fraction, the Equity Registration Rights Agreement, duly executed by Parent; (iii) stock certificates or membership interest certificates, if any, evidencing numerator of which is the Transferred Equity Interests (other than in respect total number of full fiscal quarters elapsed during the Equity Interests held by Sellers in RHI, Promark Global Advisors Limited, Promark Investments Trustees Limited Initial Revenue Determination Period and the Delayed Closing Entities, denominator of which the Parties agree may be transferred following the Closing in accordance with Section 6.30, Section 6.34 and Section 6.35is four (4), duly endorsed in blank or accompanied by stock powers (or similar documentation) duly endorsed in blank, in proper form for transfer to Purchaser, including any required stamps affixed thereto; (iv) an omnibus ▇▇▇▇ of sale, substantially in the form attached hereto as Exhibit P (the “▇▇▇▇ of Sale”), together with transfer tax declarations and all other instruments of conveyance that are necessary to effect transfer to Purchaser of title to the Purchased Assets, each in a form reasonably satisfactory to the Parties and duly executed by the appropriate Seller; (v) an omnibus assignment and assumption agreement, substantially in the form attached hereto as Exhibit Q (the “Assignment and Assumption Agreement”), together with all other instruments of assignment and assumption that are necessary to transfer the Purchased Contracts and Assumed Liabilities to Purchaser, each in a form reasonably satisfactory to the Parties and duly executed by the appropriate Seller; (vi) a novation agreement, substantially in the form attached hereto as Exhibit R (the “Novation Agreement”), duly executed by Sellers and the appropriate United States Governmental Authorities; (vii) a government related subcontract agreement, substantially in the form attached hereto as Exhibit S (the “Government Related Subcontract Agreement”), duly executed by Sellers; (viii) an omnibus intellectual property assignment agreement, substantially in the form attached hereto as Exhibit T (the “Intellectual Property Assignment Agreement”), duly executed by Sellers; (ix) a transition services agreement, substantially in the form attached hereto as Exhibit U (the “Transition Services Agreement”), duly executed by Sellers; (x) all quitclaim deeds or deeds without warranty (or equivalents for those parcels of Owned Real Property located in jurisdictions outside of the United States), in customary form, subject only to Permitted Encumbrances, conveying the Owned Real Property to Purchaser (the “Quitclaim Deeds”), duly executed by the appropriate Seller; (xi) all required Transfer Tax or sales disclosure forms relating to the Transferred Real Property (the “Transfer Tax Forms”), duly executed by the appropriate Seller; (xii) an assignment and assumption of the leases and subleases underlying the Leased Real Property, in substantially the form attached hereto as Exhibit V (the “Assignment and Assumption of Real Property Leases”), together with such other instruments of assignment and assumption that are necessary to transfer the leases and subleases underlying the Leased Real Property located in jurisdictions outside of the United States, each duly executed by Sellers; provided, however, that if it is required for purposes of this calculation, the assumption and assignment impact of any lease or sublease underlying a Leased Real Property that a separate assignment and assumption for such lease or sublease be executed, then a separate assignment and assumption Action of Divestiture taken pursuant to this Agreement on the Revenue of such lease or sublease Initial Acquired Companies shall be executed in a form substantially similar to Exhibit V or as otherwise required to assume or assign such Leased Real Property; (xiii) an assignment and assumption of the lease in respect of the premises located at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, substantially in the form attached hereto as Exhibit W (the “Assignment and Assumption of Harlem Lease”), duly executed by Harlem; (xiv) an omnibus lease agreement in respect of the lease of certain portions of the Excluded Real Property that is owned real property, substantially in the form attached hereto as Exhibit X (the “Master Lease Agreement”), duly executed by Parent; (xv) [Reserved]; (xvi) the Saginaw Service Contracts, if required, duly executed by the appropriate Seller; (xvii) any easement agreements required under Section 6.27(c), duly executed by the appropriate Seller; (xviii) the Subdivision Master Lease, if required, duly executed by the appropriate Sellers; (xix) a certificate of an officer of each Seller (A) certifying that attached to such certificate are true and complete copies of (1) such Seller’s Organizational Documents, each as amended through and in effect on the Closing Date and (2) resolutions of the board of directors of such Seller, authorizing the execution, delivery and performance of this Agreement and the Ancillary Agreements to which such Seller is a party, the consummation of the transactions contemplated by this Agreement and such Ancillary Agreements and the matters set forth in Section 6.16(e), and (B) certifying as to the incumbency of the officer(s) of such Seller executing this Agreement and the Ancillary Agreements to which such Seller is a party; (xx) a certificate in compliance with Treas. Reg. §1.1445-2(b)(2) that each Seller is not a foreign person as defined under Section 897 of the Tax Code; (xxi) a certificate of good standing for each Seller from the Secretary of State of the State of Delaware; (xxii) their written agreement to treat the Relevant Transactions and the other transactions contemplated by this Agreement in accordance with Purchaser’s determination in Section 6.16; (xxiii) payoff letters and related Encumbrance-release documentation (including, if applicable, UCC-3 termination statements), each in a form reasonably satisfactory to the Parties and duly executed by the holders of the secured Indebtedness; and (xxiv) all books and records of Sellers described in Section 2.2(a)(xiv)disregarded. (d) The UAW Collective Bargaining Agreement shall have been ratified by the membership, shall have been assumed by the applicable Sellers and assigned to Purchaser, and shall be in full force and effect. (e) The UAW Retiree Settlement Agreement shall have been executed and delivered by the UAW and shall have been approved by the Bankruptcy Court as part of the Sale Approval Order. (f) The Canadian Operations Continuation Agreement shall have been executed and delivered by the parties thereto in the form previously distributed among them.

Conditions to Obligations of Purchaser. The obligations obligation of Purchaser to consummate the transactions contemplated by this Agreement are Acquisition shall be subject to the fulfillment satisfaction or written waiver, at or prior to or at the Closing, of each of the following conditions; provided, however, that in no event may Purchaser waive the conditions contained in Section 7.2(d) or Section 7.2(e):: (a) (i) Each of the representations representation and warranties of Sellers warranty contained in ARTICLE Article III and Article IV of this Agreement (other than the Seller Fundamental Representations and the representation and warranty set forth in Section 4.03(c) (No Material Adverse Effect)) shall be true and correct (disregarding for the purposes of such determination without regard to any qualification as to materiality or materiality, Material Adverse EffectEffect or other similar qualification therein) as of the date of the Original Agreement and as of the Closing Date as if though made on and as of the Closing Date (except for other than such representations and warranties that speak as of refer to a specific date or timespecified date, which representations and warranties shall need only be true and correct only on and as of such date or timespecified date), except where the failure to the extent that any breaches of such representations be so true and warrantiescorrect, individually or in the aggregate, have has not had, or had and would not reasonably be expected to have, have a Material Adverse Effect. , (bii) Sellers the representations and warranties of Seller set forth in the second sentence of Section 3.01(a) (Organization, Standing and Power), Section 3.03(b) (No Conflicts; Consents and Approvals), Section 3.03(c) (No Conflicts; Consents and Approvals), the second sentence of Section 4.01(a) (Organization and Good Standing) and Section 4.13 (Brokers or Finders) shall have performed be true and correct (without regard to any materiality, Material Adverse Effect or complied other similar qualification therein) in all material respects with all agreements as of the date of the Original Agreement and obligations required by this Agreement to be performed or complied with by Sellers prior to or at the Closing. (c) Sellers shall have delivered, or caused to be delivered, to Purchaser: (i) a certificate executed as of the Closing Date by as though made on and as of the Closing Date (other than such representations and warranties that refer to a duly authorized representative specified date, which need only be true and correct in all material respects on and as of Sellerssuch specified date), on behalf (iii) the representations and warranties of Sellers and not in such authorized representative’s individual capacity, certifying that the conditions Seller set forth in the first sentence of Section 7.2(a3.01(a) (Organization, Standing and Power), Section 3.02 (Authority; Execution and Delivery; Enforceability), Section 3.03(a) (No Conflicts; Consents and Approvals), Section 3.04 (Equity Interests in the Transferred Entities; Equity Interests in Other Persons) and the first sentence of Section 7.2(b4.01(a) have been satisfied; (iiOrganization and Good Standing) shall be true and correct in all respects as of the Equity Registration Rights Agreement, duly executed by Parent; (iii) stock certificates or membership interest certificates, if any, evidencing date of the Transferred Equity Interests Original Agreement and as of the Closing Date as though made on and as of the Closing Date (other than in respect of the Equity Interests held by Sellers in RHI, Promark Global Advisors Limited, Promark Investments Trustees Limited such representations and the Delayed Closing Entitieswarranties that refer to a specified date, which the Parties agree may need only be transferred following the Closing in accordance with Section 6.30, Section 6.34 true and Section 6.35correct on and as of such specified date), duly endorsed in blank or accompanied by stock powers (or similar documentation) duly endorsed in blank, in proper form for transfer except where the failure to Purchaser, including any required stamps affixed thereto; (iv) an omnibus ▇▇▇▇ of sale, substantially in the form attached hereto as Exhibit P (the “▇▇▇▇ of Sale”), together with transfer tax declarations and all other instruments of conveyance that are necessary to effect transfer to Purchaser of title to the Purchased Assets, each in a form reasonably satisfactory to the Parties and duly executed by the appropriate Seller; (v) an omnibus assignment and assumption agreement, substantially in the form attached hereto as Exhibit Q (the “Assignment and Assumption Agreement”), together with all other instruments of assignment and assumption that are necessary to transfer the Purchased Contracts and Assumed Liabilities to Purchaser, each in a form reasonably satisfactory to the Parties and duly executed by the appropriate Seller; (vi) a novation agreement, substantially in the form attached hereto as Exhibit R (the “Novation Agreement”), duly executed by Sellers and the appropriate United States Governmental Authorities; (vii) a government related subcontract agreement, substantially in the form attached hereto as Exhibit S (the “Government Related Subcontract Agreement”), duly executed by Sellers; (viii) an omnibus intellectual property assignment agreement, substantially in the form attached hereto as Exhibit T (the “Intellectual Property Assignment Agreement”), duly executed by Sellers; (ix) a transition services agreement, substantially in the form attached hereto as Exhibit U (the “Transition Services Agreement”), duly executed by Sellers; (x) all quitclaim deeds or deeds without warranty (or equivalents for those parcels of Owned Real Property located in jurisdictions outside of the United States), in customary form, subject only to Permitted Encumbrances, conveying the Owned Real Property to Purchaser (the “Quitclaim Deeds”), duly executed by the appropriate Seller; (xi) all required Transfer Tax or sales disclosure forms relating to the Transferred Real Property (the “Transfer Tax Forms”), duly executed by the appropriate Seller; (xii) an assignment and assumption of the leases and subleases underlying the Leased Real Property, in substantially the form attached hereto as Exhibit V (the “Assignment and Assumption of Real Property Leases”), together with such other instruments of assignment and assumption that are necessary to transfer the leases and subleases underlying the Leased Real Property located in jurisdictions outside of the United States, each duly executed by Sellers; provided, however, that if it is required for the assumption and assignment of any lease or sublease underlying a Leased Real Property that a separate assignment and assumption for such lease or sublease be executed, then a separate assignment and assumption of such lease or sublease shall be executed in a form substantially similar to Exhibit V or as otherwise required to assume or assign such Leased Real Property; (xiii) an assignment and assumption of the lease in respect of the premises located at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, substantially in the form attached hereto as Exhibit W (the “Assignment and Assumption of Harlem Lease”), duly executed by Harlem; (xiv) an omnibus lease agreement in respect of the lease of certain portions of the Excluded Real Property that is owned real property, substantially in the form attached hereto as Exhibit X (the “Master Lease Agreement”), duly executed by Parent; (xv) [Reserved]; (xvi) the Saginaw Service Contracts, if required, duly executed by the appropriate Seller; (xvii) any easement agreements required under Section 6.27(c), duly executed by the appropriate Seller; (xviii) the Subdivision Master Lease, if required, duly executed by the appropriate Sellers; (xix) a certificate of an officer of each Seller (A) certifying that attached to such certificate are so true and complete copies of (1) such Seller’s Organizational Documents, each as amended through correct has not had and in effect would not be expected to have more than a de minimis adverse impact on the Closing Date and (2) resolutions of the board of directors of such Seller, authorizing the execution, delivery and performance of this Agreement and the Ancillary Agreements to which such Seller is a party, the consummation Business or Purchaser or its benefit of the transactions contemplated by this Amended Agreement and such Ancillary Agreements (iv) the representation and the matters warranty set forth in Section 6.16(e)4.03(c) (No Material Adverse Effect) as it relates to the Business shall be true and correct in all respects as of the date of the Original Agreement and as of the Closing Date as though made on and as of the Closing Date, and Purchaser shall have received a certificate signed by a senior officer of Seller to such effect. (Bb) certifying as The covenants, obligations and agreements contained in this Amended Agreement to be complied with by Seller at or before the incumbency Closing shall have been complied with in all material respects, and Purchaser shall have received a certificate signed by a senior officer of Seller to such effect. (c) The waiting period (and any extension thereof) under the HSR Act shall have expired or been terminated and the corresponding HSR notification thereunder shall not have expired, and the waiting periods, clearances, approvals and/or Consents under the applicable Review Law in each of the officer(sother Specified Jurisdictions shall have been expired, terminated or obtained. (d) There shall be no Restraints in jurisdictions that collectively account for 10% or more of such the net sales of the Business in fiscal year 2017. (e) Each of Seller executing this Agreement and, if applicable, its Subsidiaries shall have executed and delivered to Purchaser each of the Ancillary Agreements to which such Seller it is a party; (xx) a certificate in compliance with Treas. Reg. §1.1445-2(b)(2) that each Seller is not a foreign person as defined under Section 897 of the Tax Code; (xxi) a certificate of good standing for each Seller from the Secretary of State of the State of Delaware; (xxii) their written agreement to treat the Relevant Transactions and the other transactions contemplated by this Agreement in accordance with Purchaser’s determination in Section 6.16; (xxiii) payoff letters and related Encumbrance-release documentation (including, if applicable, UCC-3 termination statements), each in a form reasonably satisfactory to the Parties and duly executed by the holders of the secured Indebtedness; and (xxiv) all books and records of Sellers described in Section 2.2(a)(xiv). (d) The UAW Collective Bargaining Agreement shall have been ratified by the membership, shall have been assumed by the applicable Sellers and assigned to Purchaser, and shall be in full force and effect. (e) The UAW Retiree Settlement Agreement shall have been executed and delivered by the UAW and shall have been approved by the Bankruptcy Court as part of the Sale Approval Order. (f) The Canadian Operations Continuation Agreement Seller shall have been executed obtained and delivered by to Purchaser the parties thereto in the form previously distributed among themLease Consent.

Conditions to Obligations of Purchaser. The obligations of Purchaser to consummate the transactions contemplated by this Agreement are Transactions is further subject to the fulfillment satisfaction or written waiver, prior to or at the Closing, of each waiver by Purchaser of the following conditions; provided, however, that in no event may Purchaser waive the conditions contained in Section 7.2(d) or Section 7.2(e):: (a) Each of (i) the representations and warranties of Sellers Seller contained in ARTICLE IV Section 5.7(a)(ii) shall be true and correct in all respects, (ii) the representations and warranties of Seller contained in Article IV, Section 5.1, Section 5.3 (other than Section 5.3(a) and the first sentence of Section 5.3(b)) (disregarding all materiality and Company Material Adverse Effect qualifications contained therein) shall be true and correct in all material respects as of the Closing Date as if made at and as of the Closing Date (except to the extent any such representation and warranty by its terms addresses matters only as of another specified time, in which case such representation and warranty will be true and correct in all material respects as of such other time), (iii) the representations and warranties of Seller contained in Section 5.3(a), the first sentence of Section 5.3(b), and Section 5.4 of this Agreement shall be true and correct (disregarding except for the purposes of such determination any qualification as to materiality or Material Adverse Effectde minimis exceptions) as of the Closing Date as if made on at and as of the Closing Date (except to the extent any such representation and warranty by its terms addresses matters only as of another specified time, in which case such representation and warranty will be true and correct (except for de minimis exceptions) as of such other time), and (iv) all of the other representations and warranties that speak as of a specific date Seller contained in this Agreement or time, which representations in any certificate or other writing delivered by Seller pursuant hereto (disregarding all materiality and warranties Company Material Adverse Effect qualifications contained therein) shall be true and correct only as of such date or time), except to the extent that any breaches of such representations and warranties, individually or in the aggregate, have not had, or would not reasonably be expected to have, a Material Adverse Effect. (b) Sellers shall have performed or complied in all material respects with all agreements and obligations required by this Agreement to be performed or complied with by Sellers prior to or at the Closing. (c) Sellers shall have delivered, or caused to be delivered, to Purchaser: (i) a certificate executed as of the Closing Date as if made at and as of the Closing Date (except to the extent any such representation and warranty by its terms addresses matters only as of another specified time, in which case such representation and warranty will be true and correct as of such other time), except, in the case of this clause (iv), where the failure of such representations and warranties to be so true and correct would not have a duly authorized representative Company Material Adverse Effect; (b) Seller shall have performed and complied with in all material respects all of Sellersthe covenants and obligations required to be performed by it under this Agreement on or prior to the Closing Date; and (c) Seller shall have delivered to Purchaser as of the Closing Date, on behalf a certificate, dated as of Sellers and not in such authorized representative’s individual capacitydate, certifying executed by an executive officer of Seller to the effect that the conditions set forth in Section 7.2(aclauses (a) and (b) of this Section 7.2(b) 10.3 have been satisfied; (ii) the Equity Registration Rights Agreement, duly executed by Parent; (iii) stock certificates or membership interest certificates, if any, evidencing the Transferred Equity Interests (other than in respect satisfied as of the Equity Interests held by Sellers in RHI, Promark Global Advisors Limited, Promark Investments Trustees Limited and the Delayed Closing Entities, which the Parties agree may be transferred following the Closing in accordance with Section 6.30, Section 6.34 and Section 6.35), duly endorsed in blank or accompanied by stock powers (or similar documentation) duly endorsed in blank, in proper form for transfer to Purchaser, including any required stamps affixed thereto; (iv) an omnibus ▇▇▇▇ of sale, substantially in the form attached hereto as Exhibit P (the “▇▇▇▇ of Sale”), together with transfer tax declarations and all other instruments of conveyance that are necessary to effect transfer to Purchaser of title to the Purchased Assets, each in a form reasonably satisfactory to the Parties and duly executed by the appropriate Seller; (v) an omnibus assignment and assumption agreement, substantially in the form attached hereto as Exhibit Q (the “Assignment and Assumption Agreement”), together with all other instruments of assignment and assumption that are necessary to transfer the Purchased Contracts and Assumed Liabilities to Purchaser, each in a form reasonably satisfactory to the Parties and duly executed by the appropriate Seller; (vi) a novation agreement, substantially in the form attached hereto as Exhibit R (the “Novation Agreement”), duly executed by Sellers and the appropriate United States Governmental Authorities; (vii) a government related subcontract agreement, substantially in the form attached hereto as Exhibit S (the “Government Related Subcontract Agreement”), duly executed by Sellers; (viii) an omnibus intellectual property assignment agreement, substantially in the form attached hereto as Exhibit T (the “Intellectual Property Assignment Agreement”), duly executed by Sellers; (ix) a transition services agreement, substantially in the form attached hereto as Exhibit U (the “Transition Services Agreement”), duly executed by Sellers; (x) all quitclaim deeds or deeds without warranty (or equivalents for those parcels of Owned Real Property located in jurisdictions outside of the United States), in customary form, subject only to Permitted Encumbrances, conveying the Owned Real Property to Purchaser (the “Quitclaim Deeds”), duly executed by the appropriate Seller; (xi) all required Transfer Tax or sales disclosure forms relating to the Transferred Real Property (the “Transfer Tax Forms”), duly executed by the appropriate Seller; (xii) an assignment and assumption of the leases and subleases underlying the Leased Real Property, in substantially the form attached hereto as Exhibit V (the “Assignment and Assumption of Real Property Leases”), together with such other instruments of assignment and assumption that are necessary to transfer the leases and subleases underlying the Leased Real Property located in jurisdictions outside of the United States, each duly executed by Sellers; provided, however, that if it is required for the assumption and assignment of any lease or sublease underlying a Leased Real Property that a separate assignment and assumption for such lease or sublease be executed, then a separate assignment and assumption of such lease or sublease shall be executed in a form substantially similar to Exhibit V or as otherwise required to assume or assign such Leased Real Property; (xiii) an assignment and assumption of the lease in respect of the premises located at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, substantially in the form attached hereto as Exhibit W (the “Assignment and Assumption of Harlem Lease”), duly executed by Harlem; (xiv) an omnibus lease agreement in respect of the lease of certain portions of the Excluded Real Property that is owned real property, substantially in the form attached hereto as Exhibit X (the “Master Lease Agreement”), duly executed by Parent; (xv) [Reserved]; (xvi) the Saginaw Service Contracts, if required, duly executed by the appropriate Seller; (xvii) any easement agreements required under Section 6.27(c), duly executed by the appropriate Seller; (xviii) the Subdivision Master Lease, if required, duly executed by the appropriate Sellers; (xix) a certificate of an officer of each Seller (A) certifying that attached to such certificate are true and complete copies of (1) such Seller’s Organizational Documents, each as amended through and in effect on the Closing Date and (2) resolutions of the board of directors of such Seller, authorizing the execution, delivery and performance of this Agreement and the Ancillary Agreements to which such Seller is a party, the consummation of the transactions contemplated by this Agreement and such Ancillary Agreements and the matters set forth in Section 6.16(e), and (B) certifying as to the incumbency of the officer(s) of such Seller executing this Agreement and the Ancillary Agreements to which such Seller is a party; (xx) a certificate in compliance with Treas. Reg. §1.1445-2(b)(2) that each Seller is not a foreign person as defined under Section 897 of the Tax Code; (xxi) a certificate of good standing for each Seller from the Secretary of State of the State of Delaware; (xxii) their written agreement to treat the Relevant Transactions and the other transactions contemplated by this Agreement in accordance with Purchaser’s determination in Section 6.16; (xxiii) payoff letters and related Encumbrance-release documentation (including, if applicable, UCC-3 termination statements), each in a form reasonably satisfactory to the Parties and duly executed by the holders of the secured Indebtedness; and (xxiv) all books and records of Sellers described in Section 2.2(a)(xiv)Date. (d) The UAW Collective Bargaining Agreement shall have been ratified by the membership, shall have been assumed by the applicable Sellers and assigned to Purchaser, and shall be in full force and effect. (e) The UAW Retiree Settlement Agreement shall have been executed and delivered by the UAW and shall have been approved by the Bankruptcy Court as part of the Sale Approval Order. (f) The Canadian Operations Continuation Agreement shall have been executed and delivered by the parties thereto in the form previously distributed among them.

Conditions to Obligations of Purchaser. The obligations obligation of Purchaser to consummate effect the transactions contemplated by this Agreement are Acquisition is further subject to the fulfillment satisfaction (or, to the extent permitted by Law, waiver) on or written waiver, prior to or at the Closing, of each Closing Date of the following conditions; : (a) (i) the representations and warranties of Seller set forth in Sections 4.01 and 4.02 shall be true and correct on and as of the Closing Date as though made on the Closing Date, (ii) the representations and warranties of Seller set forth in Section 4.15(a) shall be true and correct on and as of the Closing Date as though made on the Closing Date in all material respects and (iii) all other representations and warranties of Seller set forth in this Agreement shall be true and correct, disregarding all qualifications or limitations as to “materiality”, “Business Material Adverse Effect” and words of similar import set forth therein, on and as of the date hereof and the Closing Date as though made on the Closing Date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct on and as of such earlier date), and except, in the case of this clause (iii), for any failure to be true and correct that would not, individually or in the aggregate, reasonably be expected to have a Business Material Adverse Effect; (b) Seller shall have performed in all material respects all obligations required to be performed by it under this Agreement at or prior to the Closing Date; (c) Purchaser shall have received a certificate signed on behalf of Seller by an executive officer of Seller certifying the satisfaction by Seller of the conditions set forth in Sections 7.03(a), 7.03(b) and 7.03(d); (d) since the date hereof, there shall not have been any Effect that, individually or in the aggregate, has had or would reasonably be expected to have a Business Material Adverse Effect; (e) Seller shall have executed and delivered to Purchaser each of the Ancillary Agreements to which Seller is a party; (f) the Alberta Order shall have been obtained (and be in full force and effect) and shall not include any conditions that, individually or in the aggregate, would reasonably be expected to have a material and adverse effect on Purchaser’s ability to operate the Business after Closing as it relates to the Canadian Transferred Assets constituting Owned Real Property in substantially the manner as it is currently operated (provided, however, that in no event may shall a condition requiring Purchaser waive the conditions contained in Section 7.2(d) or Section 7.2(e):to use such Owned Real Property substantially as it is currently used be deemed to cause such a material and adverse effect); and (ag) Each of the representations either (A) Purchaser and warranties of Sellers contained in ARTICLE IV of this Agreement shall be true and correct (disregarding for the purposes of such determination any qualification as to materiality or Material Adverse Effect) as of the Closing Date as if made on the Closing Date (except for representations and warranties that speak as of a specific date or time, which representations and warranties shall be true and correct only as of such date or time), except to the extent that any breaches of such representations and warranties, individually or in the aggregate, have not had, or would not reasonably be expected to have, a Material Adverse Effect. (b) Sellers Seller shall have performed entered into the Transition Services Agreement or complied in all material respects with all agreements and obligations (B) Purchaser shall not have made a determination that a Transition Services Agreement is reasonably required by this Agreement to be performed or complied with by Sellers prior to or at the Closing. (c) Sellers shall have delivered, or caused to be delivered, to Purchaser: (i) a certificate executed as of the Closing Date by a duly authorized representative of Sellers, on behalf of Sellers and not in such authorized representative’s individual capacity, certifying that the conditions set forth in Section 7.2(a) and Section 7.2(b) have been satisfied; (ii) the Equity Registration Rights Agreement, duly executed by Parent; (iii) stock certificates or membership interest certificates, if any, evidencing the Transferred Equity Interests (other than in respect of the Equity Interests held by Sellers in RHI, Promark Global Advisors Limited, Promark Investments Trustees Limited and the Delayed Closing Entities, which the Parties agree may be transferred following the Closing in accordance with Section 6.30, Section 6.34 and Section 6.35), duly endorsed in blank or accompanied by stock powers (or similar documentation) duly endorsed in blank, in proper form for transfer to Purchaser, including any required stamps affixed thereto; (iv) an omnibus ▇▇▇▇ of sale, substantially in the form attached hereto as Exhibit P (the “▇▇▇▇ of Sale”), together with transfer tax declarations and all other instruments of conveyance that are necessary to effect transfer to Purchaser of title to the Purchased Assets, each in a form reasonably satisfactory to the Parties and duly executed by the appropriate Seller; (v) an omnibus assignment and assumption agreement, substantially in the form attached hereto as Exhibit Q (the “Assignment and Assumption Agreement”), together with all other instruments of assignment and assumption that are necessary to transfer the Purchased Contracts and Assumed Liabilities to Purchaser, each in a form reasonably satisfactory to the Parties and duly executed by the appropriate Seller; (vi) a novation agreement, substantially in the form attached hereto as Exhibit R (the “Novation Agreement”), duly executed by Sellers and the appropriate United States Governmental Authorities; (vii) a government related subcontract agreement, substantially in the form attached hereto as Exhibit S (the “Government Related Subcontract Agreement”), duly executed by Sellers; (viii) an omnibus intellectual property assignment agreement, substantially in the form attached hereto as Exhibit T (the “Intellectual Property Assignment Agreement”), duly executed by Sellers; (ix) a transition services agreement, substantially in the form attached hereto as Exhibit U (the “Transition Services Agreement”), duly executed by Sellers; (x) all quitclaim deeds or deeds without warranty (or equivalents for those parcels of Owned Real Property located in jurisdictions outside of the United States), in customary form, subject only to Permitted Encumbrances, conveying the Owned Real Property to Purchaser (the “Quitclaim Deeds”), duly executed by the appropriate Seller; (xi) all required Transfer Tax or sales disclosure forms relating to the Transferred Real Property (the “Transfer Tax Forms”), duly executed by the appropriate Seller; (xii) an assignment and assumption of the leases and subleases underlying the Leased Real Property, in substantially the form attached hereto as Exhibit V (the “Assignment and Assumption of Real Property Leases”), together with such other instruments of assignment and assumption that are necessary to transfer the leases and subleases underlying the Leased Real Property located in jurisdictions outside of the United States, each duly executed by Sellers; provided, however, that if it is required for the assumption and assignment of any lease or sublease underlying a Leased Real Property that a separate assignment and assumption for such lease or sublease be executed, then a separate assignment and assumption of such lease or sublease shall be executed in a form substantially similar to Exhibit V or as otherwise required to assume or assign such Leased Real Property; (xiii) an assignment and assumption of the lease in respect of the premises located at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, substantially in the form attached hereto as Exhibit W (the “Assignment and Assumption of Harlem Lease”), duly executed by Harlem; (xiv) an omnibus lease agreement in respect of the lease of certain portions of the Excluded Real Property that is owned real property, substantially in the form attached hereto as Exhibit X (the “Master Lease Agreement”), duly executed by Parent; (xv) [Reserved]; (xvi) the Saginaw Service Contracts, if required, duly executed by the appropriate Seller; (xvii) any easement agreements required under Section 6.27(c), duly executed by the appropriate Seller; (xviii) the Subdivision Master Lease, if required, duly executed by the appropriate Sellers; (xix) a certificate of an officer of each Seller (A) certifying that attached to such certificate are true and complete copies of (1) such Seller’s Organizational Documents, each as amended through and in effect on the Closing Date and (2) resolutions of the board of directors of such Seller, authorizing the execution, delivery and performance of this Agreement and the Ancillary Agreements to which such Seller is a party, the consummation of the transactions contemplated by this Agreement and such Ancillary Agreements and the matters set forth in Section 6.16(e), and (B) certifying as to the incumbency of the officer(s) of such Seller executing this Agreement and the Ancillary Agreements to which such Seller is a party; (xx) a certificate in compliance with Treas. Reg. §1.1445-2(b)(2) that each Seller is not a foreign person as defined under Section 897 of the Tax Code; (xxi) a certificate of good standing for each Seller from the Secretary of State of the State of Delaware; (xxii) their written agreement to treat the Relevant Transactions and the other transactions contemplated by this Agreement in accordance with Purchaser’s determination in Section 6.16; (xxiii) payoff letters and related Encumbrance-release documentation (including, if applicable, UCC-3 termination statements), each in a form reasonably satisfactory to the Parties and duly executed by the holders of the secured Indebtedness; and (xxiv) all books and records of Sellers described in Section 2.2(a)(xiv)6.20. (d) The UAW Collective Bargaining Agreement shall have been ratified by the membership, shall have been assumed by the applicable Sellers and assigned to Purchaser, and shall be in full force and effect. (e) The UAW Retiree Settlement Agreement shall have been executed and delivered by the UAW and shall have been approved by the Bankruptcy Court as part of the Sale Approval Order. (f) The Canadian Operations Continuation Agreement shall have been executed and delivered by the parties thereto in the form previously distributed among them.

Conditions to Obligations of Purchaser. The obligations obligation of Purchaser to consummate the transactions contemplated by this Agreement are Closing shall be subject to the fulfillment satisfaction or written waiver, on or prior to or at the ClosingClosing Date, of each of the following conditions; provided, however, that in no event may Purchaser waive the conditions contained in Section 7.2(d) or Section 7.2(e):: (a) Each of the representations representation and warranties of Sellers warranty contained in ARTICLE Article IV of this Agreement shall be true and correct (disregarding for the purposes of such determination any qualification as to materiality or Material Adverse Effecti) as of the Closing Date as if made restated on the Closing Date (except for representations and warranties that speak as of a specific date or time, which representations and warranties shall be true and correct only as of such date or time(ii) if expressly made as of the date hereof or another date specified therein, as of such date, and Purchaser shall have received a certificate signed by a senior officer of Seller to such effect; provided that for purposes of this Section 9.02(a): (A) any representation or warranty contained in Article IV (other than those referred to in clauses (B), except (C) and (D) below) shall be deemed to be untrue and incorrect only if the extent fact, circumstance, change or event that any breaches of resulted in such representations and warranties, individually untruth or in the aggregate, have not had, incorrectness has had or would not reasonably be expected to have, have a Material Adverse EffectEffect (disregarding for this purpose any reference to materiality or Material Adverse Effect contained in any such representation or warranty); (B) any representation or warranty contained in Section 4.02, Section 4.05, Section 4.17, Section 4.23, clause (A) (with respect to the Company) of Section 4.03 or the last sentence of Section 4.01 shall be deemed to be untrue and incorrect only if such representation or warranty is untrue or incorrect in any material respect (disregarding for this purpose any reference to materiality or Material Adverse Effect contained in any such representation or warranty); (C) any representation or warranty contained in Section 4.04 shall be deemed to be untrue and incorrect if such representation or warranty is untrue or incorrect, other than in de minimis respects; and (D) any representation or warranty contained in Section 4.08(b) shall be deemed to be untrue and incorrect if such representation or warranty is untrue or incorrect in any respect. (b) Sellers The covenants, obligations and agreements contained in this Agreement to be complied with by Seller at or before the Closing shall have performed or been complied with in all material respects with all agreements and obligations required Purchaser shall have received a certificate signed by this Agreement a senior officer of Seller to be performed or complied with by Sellers prior to or at the Closingsuch effect. (c) Sellers The waiting period under the HSR Act shall have deliveredexpired or terminated and, or caused as and only to be delivered, to Purchaser: (i) a certificate executed as the extent listed in Section G of the Closing Date by a duly authorized representative of SellersSeller Disclosure Schedule, on behalf of Sellers and not in such authorized representative’s individual capacity, certifying that the conditions set forth in Section 7.2(a) and Section 7.2(b) have been satisfied; (ii) the Equity Registration Rights Agreement, duly executed by Parent; (iii) stock certificates other clearances or membership interest certificateswaiting period expirations or terminations under such applicable antitrust Laws or foreign investment Laws, if any, evidencing the Transferred Equity Interests (other than in respect of the Equity Interests held by Sellers in RHI, Promark Global Advisors Limited, Promark Investments Trustees Limited and the Delayed Closing Entities, which the Parties agree may be transferred following the Closing in accordance with Section 6.30, Section 6.34 and Section 6.35), duly endorsed in blank shall have been obtained or accompanied by stock powers (or similar documentation) duly endorsed in blank, in proper form for transfer to Purchaser, including any required stamps affixed thereto; (iv) an omnibus ▇▇▇▇ of sale, substantially in the form attached hereto as Exhibit P (the “▇▇▇▇ of Sale”), together with transfer tax declarations and all other instruments of conveyance that are necessary to effect transfer to Purchaser of title to the Purchased Assets, each in a form reasonably satisfactory to the Parties and duly executed by the appropriate Seller; (v) an omnibus assignment and assumption agreement, substantially in the form attached hereto as Exhibit Q (the “Assignment and Assumption Agreement”), together with all other instruments of assignment and assumption that are necessary to transfer the Purchased Contracts and Assumed Liabilities to Purchaser, each in a form reasonably satisfactory to the Parties and duly executed by the appropriate Seller; (vi) a novation agreement, substantially in the form attached hereto as Exhibit R (the “Novation Agreement”), duly executed by Sellers and the appropriate United States Governmental Authorities; (vii) a government related subcontract agreement, substantially in the form attached hereto as Exhibit S (the “Government Related Subcontract Agreement”), duly executed by Sellers; (viii) an omnibus intellectual property assignment agreement, substantially in the form attached hereto as Exhibit T (the “Intellectual Property Assignment Agreement”), duly executed by Sellers; (ix) a transition services agreement, substantially in the form attached hereto as Exhibit U (the “Transition Services Agreement”), duly executed by Sellers; (x) all quitclaim deeds or deeds without warranty (or equivalents for those parcels of Owned Real Property located in jurisdictions outside of the United States), in customary form, subject only to Permitted Encumbrances, conveying the Owned Real Property to Purchaser (the “Quitclaim Deeds”), duly executed by the appropriate Seller; (xi) all required Transfer Tax or sales disclosure forms relating to the Transferred Real Property (the “Transfer Tax Forms”), duly executed by the appropriate Seller; (xii) an assignment and assumption of the leases and subleases underlying the Leased Real Property, in substantially the form attached hereto as Exhibit V (the “Assignment and Assumption of Real Property Leases”), together with such other instruments of assignment and assumption that are necessary to transfer the leases and subleases underlying the Leased Real Property located in jurisdictions outside of the United States, each duly executed by Sellers; provided, however, that if it is required for the assumption and assignment of any lease or sublease underlying a Leased Real Property that a separate assignment and assumption for such lease or sublease be executed, then a separate assignment and assumption of such lease or sublease shall be executed in a form substantially similar to Exhibit V or as otherwise required to assume or assign such Leased Real Property; (xiii) an assignment and assumption of the lease in respect of the premises located at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, substantially in the form attached hereto as Exhibit W (the “Assignment and Assumption of Harlem Lease”), duly executed by Harlem; (xiv) an omnibus lease agreement in respect of the lease of certain portions of the Excluded Real Property that is owned real property, substantially in the form attached hereto as Exhibit X (the “Master Lease Agreement”), duly executed by Parent; (xv) [Reserved]; (xvi) the Saginaw Service Contracts, if required, duly executed by the appropriate Seller; (xvii) any easement agreements required under Section 6.27(c), duly executed by the appropriate Seller; (xviii) the Subdivision Master Lease, if required, duly executed by the appropriate Sellers; (xix) a certificate of an officer of each Seller (A) certifying that attached to such certificate are true and complete copies of (1) such Seller’s Organizational Documents, each as amended through and in effect on the Closing Date and (2) resolutions of the board of directors of such Seller, authorizing the execution, delivery and performance of this Agreement and the Ancillary Agreements to which such Seller is a party, the consummation of the transactions contemplated by this Agreement and such Ancillary Agreements and the matters set forth in Section 6.16(e), and (B) certifying as to the incumbency of the officer(s) of such Seller executing this Agreement and the Ancillary Agreements to which such Seller is a party; (xx) a certificate in compliance with Treas. Reg. §1.1445-2(b)(2) that each Seller is not a foreign person as defined under Section 897 of the Tax Code; (xxi) a certificate of good standing for each Seller from the Secretary of State of the State of Delaware; (xxii) their written agreement to treat the Relevant Transactions and the other transactions contemplated by this Agreement in accordance with Purchaser’s determination in Section 6.16; (xxiii) payoff letters and related Encumbrance-release documentation (including, if applicable, UCC-3 termination statements), each in a form reasonably satisfactory to the Parties and duly executed by the holders of the secured Indebtedness; and (xxiv) all books and records of Sellers described in Section 2.2(a)(xiv)occurred. (d) The UAW Collective Bargaining Agreement Marketing Period shall have been ratified by the membership, shall have been assumed by the applicable Sellers and assigned to Purchaser, and shall be in full force and effectexpired. (e) The UAW Retiree Settlement Agreement There shall have been executed and delivered by be no material Governmental Order in existence that precludes the UAW and shall have been approved by the Bankruptcy Court as part consummation of the Sale Approval OrderClosing. (f) The Canadian Operations Continuation Agreement Each of Seller and, if applicable, any of its wholly owned Subsidiaries shall have been executed and delivered by to Purchaser each of the parties thereto in Ancillary Agreements to which it is a party. (g) Since the form previously distributed among themdate of this Agreement, there shall not have occurred a Material Adverse Effect.

Conditions to Obligations of Purchaser. The obligations of Purchaser to consummate the transactions contemplated by this Agreement are shall be subject to the fulfillment or written waiver, at or prior to or at the Closing, of each of the following conditions; provided, however, that in no event may Purchaser waive the conditions contained in Section 7.2(d) or Section 7.2(e): : (a) Each the Fundamental Representations of the representations and warranties of Sellers Seller contained in ARTICLE IV of this Agreement (i) that are not qualified as to “materiality” shall be true and correct (disregarding for the purposes of such determination any qualification as to materiality or Material Adverse Effect) in all material respects as of the Closing Date Closing, and (ii) that are qualified as if made on to “materiality” shall be true and correct as of the Closing Date (Closing, except for to the extent such representations and warranties that speak referred to in the preceding clauses (a)(i) and (a)(ii) are made as of a specific date or timedate, which representations and warranties shall be true and correct only in all material respects or true and correct, as the case may be, as of such date or time)specific date, except (b) the other representations and warranties of Seller contained in this Agreement (i) that are not qualified as to the extent that any breaches “Material Adverse Effect,” regardless of whether such representations and warrantieswarranties are qualified as to “materiality,” shall be true and correct in all respects as of the Closing, individually or in the aggregate, have not had, or except as would not reasonably be expected to have, have a Material Adverse Effect. , and (bii) Sellers that are qualified as to “Material Adverse Effect” shall be true and correct as of the Closing, except to the extent such representations and warranties referred to in the preceding clauses (b)(i) and (b)(ii) are made as of a specific date, which representations and warranties shall be true and correct except as would not reasonably be expected to have performed a Material Adverse Effect or complied true and correct, as the case may be, as of such specific date, (c) the covenants and agreements contained in all material respects with all agreements and obligations required by this Agreement to be performed or complied with by Sellers prior to Seller on or at before the Closing. (c) Sellers Closing shall have deliveredbeen complied with in all material respects, or caused to be delivered, to Purchaser: (id) a certificate executed as Purchaser shall have received each of the Closing Date by a duly authorized representative of Sellersagreements, on behalf of Sellers instruments, certificates and not in such authorized representative’s individual capacity, certifying that the conditions other documents set forth in Section 7.2(a2.04, (e) and Section 7.2(bat least six (6) have been satisfied; (ii) the Equity Registration Rights Agreement, duly executed by Parent; (iii) stock certificates or membership interest certificates, if any, evidencing the Transferred Equity Interests (other than in respect of the Equity Interests held eight (8) Named Employees (one of which six shall include “Employee A” identified on Schedule A), shall remain employed by Sellers an Acquired Company and none of the Named Employees shall have revoked, terminated, challenged, cancelled, or indicated an intention to revoke, terminate, challenge or cancel, their Non-Competition Agreement (provided that in RHIthe event a Named Employee ceases employment prior to the Closing due to death or disability, Promark Global Advisors Limitedexcluding “Employee A” identified on Schedule A, Promark Investments Trustees Limited such Named Employee’s cessation of employment and the Delayed Closing Entities, which the Parties agree may termination or cancellation of such Named Employee’s Non-Competition Agreement shall not be transferred following the Closing in accordance deemed noncompliance with Section 6.30, Section 6.34 and Section 6.35), duly endorsed in blank or accompanied this condition by stock powers (or similar documentation) duly endorsed in blank, in proper form for transfer to Purchaser, including any required stamps affixed thereto; (iv) an omnibus ▇▇▇▇ of sale, substantially in the form attached hereto as Exhibit P (the “▇▇▇▇ of Sale”), together with transfer tax declarations and all other instruments of conveyance that are necessary to effect transfer to Purchaser of title to the Purchased Assets, each in a form reasonably satisfactory to the Parties and duly executed by the appropriate Seller; (v) an omnibus assignment and assumption agreement, substantially in the form attached hereto as Exhibit Q (the “Assignment and Assumption Agreement”), together with all other instruments of assignment and assumption that are necessary to transfer the Purchased Contracts and Assumed Liabilities to Purchaser, each in a form reasonably satisfactory to the Parties and duly executed by the appropriate Seller; (vi) a novation agreement, substantially in the form attached hereto as Exhibit R (the “Novation Agreement”), duly executed by Sellers Seller and the appropriate United States Governmental Authorities; Acquired Companies and the numbers at the beginning of this clause (viie) a government related subcontract agreement, substantially in the form attached hereto as Exhibit S (the “Government Related Subcontract Agreement”), duly executed shall each be reduced by Sellers; (viii) an omnibus intellectual property assignment agreement, substantially in the form attached hereto as Exhibit T (the “Intellectual Property Assignment Agreement”), duly executed by Sellers; (ix) a transition services agreement, substantially in the form attached hereto as Exhibit U (the “Transition Services Agreement”), duly executed by Sellers; (x) all quitclaim deeds or deeds without warranty (or equivalents for those parcels of Owned Real Property located in jurisdictions outside of the United States), in customary form, subject only to Permitted Encumbrances, conveying the Owned Real Property to Purchaser (the “Quitclaim Deeds”), duly executed by the appropriate Seller; (xi) all required Transfer Tax or sales disclosure forms relating to the Transferred Real Property (the “Transfer Tax Forms”), duly executed by the appropriate Seller; (xii) an assignment and assumption of the leases and subleases underlying the Leased Real Property, in substantially the form attached hereto as Exhibit V (the “Assignment and Assumption of Real Property Leases”), together with such other instruments of assignment and assumption that are necessary to transfer the leases and subleases underlying the Leased Real Property located in jurisdictions outside of the United States, each duly executed by Sellers; provided, however, that if it is required for the assumption and assignment of any lease or sublease underlying a Leased Real Property that a separate assignment and assumption for such lease or sublease be executed, then a separate assignment and assumption of such lease or sublease shall be executed in a form substantially similar to Exhibit V or as otherwise required to assume or assign such Leased Real Property; (xiii) an assignment and assumption of the lease in respect of the premises located at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, substantially in the form attached hereto as Exhibit W (the “Assignment and Assumption of Harlem Lease”), duly executed by Harlem; (xiv) an omnibus lease agreement in respect of the lease of certain portions of the Excluded Real Property that is owned real property, substantially in the form attached hereto as Exhibit X (the “Master Lease Agreement”), duly executed by Parent; (xv) [Reserved]; (xvi) the Saginaw Service Contracts, if required, duly executed by the appropriate Seller; (xvii) any easement agreements required under Section 6.27(c), duly executed by the appropriate Seller; (xviii) the Subdivision Master Lease, if required, duly executed by the appropriate Sellers; (xix) a certificate of an officer of each Seller (A) certifying that attached to such certificate are true and complete copies of one (1) to reflect such SellerNamed Employee’s Organizational Documents, each as amended through and in effect on termination for purposes of determining compliance with this condition with respect to the Closing Date remaining Named Employees) and (2f) resolutions of the board of directors of such Seller, authorizing the execution, delivery and performance of this Agreement and the Ancillary Agreements no Governmental Authority shall have commenced or threatened to which such Seller is a party, the consummation of commence any Action with respect to the transactions contemplated by this Agreement and such Ancillary Agreements and or seeking to prohibit or limit the matters set forth in Section 6.16(e), and (B) certifying as exercise by Purchaser of any material right pertaining to the incumbency ownership of the officer(s) of such Seller executing this Agreement and Shares or the Ancillary Agreements to which such Seller is a party; (xx) a certificate in compliance with Treas. Reg. §1.1445-2(b)(2) that each Seller is not a foreign person as defined under Section 897 of the Tax Code; (xxi) a certificate of good standing for each Seller from the Secretary of State of the State of Delaware; (xxii) their written agreement to treat the Relevant Transactions and the other transactions contemplated by this Agreement in accordance with Purchaser’s determination in Section 6.16; (xxiii) payoff letters and related Encumbrance-release documentation (including, if applicable, UCC-3 termination statements), each in a form reasonably satisfactory to the Parties and duly executed by the holders of the secured Indebtedness; and (xxiv) all books and records of Sellers described in Section 2.2(a)(xiv)Assets. (d) The UAW Collective Bargaining Agreement shall have been ratified by the membership, shall have been assumed by the applicable Sellers and assigned to Purchaser, and shall be in full force and effect. (e) The UAW Retiree Settlement Agreement shall have been executed and delivered by the UAW and shall have been approved by the Bankruptcy Court as part of the Sale Approval Order. (f) The Canadian Operations Continuation Agreement shall have been executed and delivered by the parties thereto in the form previously distributed among them.

Conditions to Obligations of Purchaser. The obligations obligation of the Purchaser to consummate the transactions contemplated by this Agreement are Closing is subject to the fulfillment satisfaction, or written waiver, prior to or the waiver at the ClosingPurchaser’s sole and absolute discretion, of each of all the following further conditions; provided, however, that in no event may Purchaser waive the conditions contained in Section 7.2(d) or Section 7.2(e):: (a) Each The Company shall have duly performed in all material respects all of its obligations hereunder required to be performed by it at or prior to the Closing Date. (b) All of the representations and warranties of Sellers the Company contained in ARTICLE IV of this Agreement shall be true and correct (in any certificate delivered by the Company pursuant hereto, disregarding for the purposes of such determination any qualification as all qualifications and exceptions contained therein relating to materiality or Material Adverse Effect, shall: (i) be true, correct and complete at and as of the date of this Agreement or, if otherwise specified, when made or when deemed to have been made, and (ii) be true, correct and complete as of the Closing Date as if made on Date, except in the Closing Date case of (except i) and (ii) for any inaccuracies in such representations and warranties that speak as of a specific date or time, which representations and warranties shall be true and correct only as of such date or time), except to the extent that any breaches of such representations and warranties, individually or would not in the aggregate, have not had, or would not aggregate reasonably be expected to have, have a Material Adverse Effect. (b) Sellers shall have performed or complied in all material respects with all agreements and obligations required by this Agreement to be performed or complied with by Sellers prior to or at Effect on the ClosingCompany. (c) Sellers There shall have deliveredbeen no event, change or caused occurrence which individually or together with any other event, change or occurrence has had a Material Adverse Effect on the Company. (d) The Purchaser shall have received a certificate signed by the Chief Executive Officer and Chief Financial Officer of the Company to be delivered, to Purchaser:the effect set forth in clauses (a) through (c) of this Section 9.2. (e) The Purchaser shall have received the Financial Statements at least 30 days before the Closing Date. (f) The Purchaser shall have received (i) a copy of the Company’s certificate executed of incorporation certified as of the Closing Date a recent date by a duly authorized representative of Sellers, on behalf of Sellers and not in such authorized representative’s individual capacity, certifying that the conditions set forth in Section 7.2(a) and Section 7.2(b) have been satisfied; (ii) the Equity Registration Rights Agreement, duly executed by Parent; (iii) stock certificates or membership interest certificates, if any, evidencing the Transferred Equity Interests (other than in respect of the Equity Interests held by Sellers in RHI, Promark Global Advisors Limited, Promark Investments Trustees Limited and the Delayed Closing Entities, which the Parties agree may be transferred following the Closing in accordance with Section 6.30, Section 6.34 and Section 6.35), duly endorsed in blank or accompanied by stock powers (or similar documentation) duly endorsed in blank, in proper form for transfer to Purchaser, including any required stamps affixed thereto; (iv) an omnibus ▇▇▇▇ of sale, substantially in the form attached hereto as Exhibit P (the “▇▇▇▇ of Sale”), together with transfer tax declarations and all other instruments of conveyance that are necessary to effect transfer to Purchaser of title to the Purchased Assets, each in a form reasonably satisfactory to the Parties and duly executed by the appropriate Seller; (v) an omnibus assignment and assumption agreement, substantially in the form attached hereto as Exhibit Q (the “Assignment and Assumption Agreement”), together with all other instruments of assignment and assumption that are necessary to transfer the Purchased Contracts and Assumed Liabilities to Purchaser, each in a form reasonably satisfactory to the Parties and duly executed by the appropriate Seller; (vi) a novation agreement, substantially in the form attached hereto as Exhibit R (the “Novation Agreement”), duly executed by Sellers and the appropriate United States Governmental Authorities; (vii) a government related subcontract agreement, substantially in the form attached hereto as Exhibit S (the “Government Related Subcontract Agreement”), duly executed by Sellers; (viii) an omnibus intellectual property assignment agreement, substantially in the form attached hereto as Exhibit T (the “Intellectual Property Assignment Agreement”), duly executed by Sellers; (ix) a transition services agreement, substantially in the form attached hereto as Exhibit U (the “Transition Services Agreement”), duly executed by Sellers; (x) all quitclaim deeds or deeds without warranty (or equivalents for those parcels of Owned Real Property located in jurisdictions outside of the United States), in customary form, subject only to Permitted Encumbrances, conveying the Owned Real Property to Purchaser (the “Quitclaim Deeds”), duly executed by the appropriate Seller; (xi) all required Transfer Tax or sales disclosure forms relating to the Transferred Real Property (the “Transfer Tax Forms”), duly executed by the appropriate Seller; (xii) an assignment and assumption of the leases and subleases underlying the Leased Real Property, in substantially the form attached hereto as Exhibit V (the “Assignment and Assumption of Real Property Leases”), together with such other instruments of assignment and assumption that are necessary to transfer the leases and subleases underlying the Leased Real Property located in jurisdictions outside of the United States, each duly executed by Sellers; provided, however, that if it is required for the assumption and assignment of any lease or sublease underlying a Leased Real Property that a separate assignment and assumption for such lease or sublease be executed, then a separate assignment and assumption of such lease or sublease shall be executed in a form substantially similar to Exhibit V or as otherwise required to assume or assign such Leased Real Property; (xiii) an assignment and assumption of the lease in respect of the premises located at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, substantially in the form attached hereto as Exhibit W (the “Assignment and Assumption of Harlem Lease”), duly executed by Harlem; (xiv) an omnibus lease agreement in respect of the lease of certain portions of the Excluded Real Property that is owned real property, substantially in the form attached hereto as Exhibit X (the “Master Lease Agreement”), duly executed by Parent; (xv) [Reserved]; (xvi) the Saginaw Service Contracts, if required, duly executed by the appropriate Seller; (xvii) any easement agreements required under Section 6.27(c), duly executed by the appropriate Seller; (xviii) the Subdivision Master Lease, if required, duly executed by the appropriate Sellers; (xix) a certificate of an officer of each Seller (A) certifying that attached to such certificate are true and complete copies of (1) such Seller’s Organizational Documents, each as amended through and in effect on the Closing Date and (2) resolutions of the board of directors of such Seller, authorizing the execution, delivery and performance of this Agreement and the Ancillary Agreements to which such Seller is a party, the consummation of the transactions contemplated by this Agreement and such Ancillary Agreements and the matters set forth in Section 6.16(e), and (B) certifying as to the incumbency of the officer(s) of such Seller executing this Agreement and the Ancillary Agreements to which such Seller is a party; (xx) a certificate in compliance with Treas. Reg. §1.1445-2(b)(2) that each Seller is not a foreign person as defined under Section 897 of the Tax Code; (xxi) a certificate of good standing for each Seller from the Secretary of State of the State of Delaware; , (xxiiii) their written agreement to treat copies of resolutions duly adopted by the Relevant Transactions board of directors of the Company and by vote or consent of the Stockholders authorizing this Agreement, the Additional Agreements and the Merger and other transactions contemplated by hereby and thereby, (iii) a certificate of the Secretary of the Company certifying as to signatures of the officer(s) executing this Agreement in accordance and any certificate or document to be delivered pursuant hereto, together with Purchaser’s determination in Section 6.16; (xxiii) payoff letters and related Encumbrance-release documentation (including, if applicable, UCC-3 termination statements), each in a form reasonably satisfactory to the Parties and duly executed by the holders evidence of the secured Indebtedness; and incumbency of such Secretary, and (xxiviv) all books and records of Sellers described a recent good standing certificate regarding the Company from each jurisdiction in Section 2.2(a)(xiv)which the Company organized or is qualified to do business. (dg) The UAW Collective Bargaining Agreement Key Employees shall have executed the Key Employment Agreements and the same shall be in full force and effect, subject to completion of the Merger. (h) The Lock-Up Agreements shall have been ratified by entered into and the membership, shall have been assumed by the applicable Sellers and assigned to Purchaser, and same shall be in full force and effect. (ei) The UAW Retiree Settlement Company shall not have any Indebtedness other than in connection with the Bayer License Agreement shall have been executed and delivered by the UAW and shall have been approved by the Bankruptcy Court as part of the Sale Approval OrderBridge Financing. (f) The Canadian Operations Continuation Agreement shall have been executed and delivered by the parties thereto in the form previously distributed among them.

Conditions to Obligations of Purchaser. The obligations obligation of Purchaser to consummate the transactions contemplated by this Agreement are Acquisition shall be subject to the fulfillment satisfaction or written waiver, at or prior to or at the Closing, of each of the following conditions; provided, however, that in no event may Purchaser waive the conditions contained in Section 7.2(d) or Section 7.2(e):: (a) (i) Each of the representations representation and warranties of Sellers warranty contained in ARTICLE Article III and Article IV of this Agreement (other than the Seller Fundamental Representations and the representation and warranty set forth in Section 4.03(c) (No Material Adverse Effect)) shall be true and correct (disregarding for the purposes of such determination without regard to any qualification as to materiality or materiality, Material Adverse EffectEffect or other similar qualification therein) as of the date hereof and as of the Closing Date as if though made on and as of the Closing Date (except for other than such representations and warranties that speak as of refer to a specific date or timespecified date, which representations and warranties shall need only be true and correct only on and as of such date or timespecified date), except where the failure to the extent that any breaches of such representations be so true and warrantiescorrect, individually or in the aggregate, have has not had, or had and would not reasonably be expected to have, have a Material Adverse Effect. , (bii) Sellers the representations and warranties of Seller set forth in the second sentence of Section 3.01(a) (Organization, Standing and Power), Section 3.03(b) (No Conflicts; Consents and Approvals), Section 3.03(c) (No Conflicts; Consents and Approvals), the second sentence of Section 4.01(a) (Organization and Good Standing) and Section 4.13 (Brokers or Finders) shall have performed be true and correct (without regard to any materiality, Material Adverse Effect or complied other similar qualification therein) in all material respects with all agreements as of the date hereof and obligations required by this Agreement to be performed or complied with by Sellers prior to or at the Closing. (c) Sellers shall have delivered, or caused to be delivered, to Purchaser: (i) a certificate executed as of the Closing Date by as though made on and as of the Closing Date (other than such representations and warranties that refer to a duly authorized representative specified date, which need only be true and correct in all material respects on and as of Sellerssuch specified date), on behalf (iii) the representations and warranties of Sellers and not in such authorized representative’s individual capacity, certifying that the conditions Seller set forth in the first sentence of Section 7.2(a3.01(a) (Organization, Standing and Power), Section 3.02 (Authority; Execution and Delivery; Enforceability), Section 3.03(a) (No Conflicts; Consents and Approvals), Section 3.04 (Equity Interests in the Transferred Entities; Equity Interests in Other Persons), Section 3.05 (Private Placement Matters) and the first sentence of Section 7.2(b4.01(a) have been satisfied; (iiOrganization and Good Standing) shall be true and correct in all respects as of the Equity Registration Rights Agreement, duly executed by Parent; (iii) stock certificates or membership interest certificates, if any, evidencing date hereof and as of the Transferred Equity Interests Closing Date as though made on and as of the Closing Date (other than in respect of the Equity Interests held by Sellers in RHI, Promark Global Advisors Limited, Promark Investments Trustees Limited such representations and the Delayed Closing Entitieswarranties that refer to a specified date, which the Parties agree may need only be transferred following the Closing in accordance with Section 6.30, Section 6.34 true and Section 6.35correct on and as of such specified date), duly endorsed in blank or accompanied by stock powers (or similar documentation) duly endorsed in blank, in proper form for transfer except where the failure to Purchaser, including any required stamps affixed thereto; (iv) an omnibus ▇▇▇▇ of sale, substantially in the form attached hereto as Exhibit P (the “▇▇▇▇ of Sale”), together with transfer tax declarations and all other instruments of conveyance that are necessary to effect transfer to Purchaser of title to the Purchased Assets, each in a form reasonably satisfactory to the Parties and duly executed by the appropriate Seller; (v) an omnibus assignment and assumption agreement, substantially in the form attached hereto as Exhibit Q (the “Assignment and Assumption Agreement”), together with all other instruments of assignment and assumption that are necessary to transfer the Purchased Contracts and Assumed Liabilities to Purchaser, each in a form reasonably satisfactory to the Parties and duly executed by the appropriate Seller; (vi) a novation agreement, substantially in the form attached hereto as Exhibit R (the “Novation Agreement”), duly executed by Sellers and the appropriate United States Governmental Authorities; (vii) a government related subcontract agreement, substantially in the form attached hereto as Exhibit S (the “Government Related Subcontract Agreement”), duly executed by Sellers; (viii) an omnibus intellectual property assignment agreement, substantially in the form attached hereto as Exhibit T (the “Intellectual Property Assignment Agreement”), duly executed by Sellers; (ix) a transition services agreement, substantially in the form attached hereto as Exhibit U (the “Transition Services Agreement”), duly executed by Sellers; (x) all quitclaim deeds or deeds without warranty (or equivalents for those parcels of Owned Real Property located in jurisdictions outside of the United States), in customary form, subject only to Permitted Encumbrances, conveying the Owned Real Property to Purchaser (the “Quitclaim Deeds”), duly executed by the appropriate Seller; (xi) all required Transfer Tax or sales disclosure forms relating to the Transferred Real Property (the “Transfer Tax Forms”), duly executed by the appropriate Seller; (xii) an assignment and assumption of the leases and subleases underlying the Leased Real Property, in substantially the form attached hereto as Exhibit V (the “Assignment and Assumption of Real Property Leases”), together with such other instruments of assignment and assumption that are necessary to transfer the leases and subleases underlying the Leased Real Property located in jurisdictions outside of the United States, each duly executed by Sellers; provided, however, that if it is required for the assumption and assignment of any lease or sublease underlying a Leased Real Property that a separate assignment and assumption for such lease or sublease be executed, then a separate assignment and assumption of such lease or sublease shall be executed in a form substantially similar to Exhibit V or as otherwise required to assume or assign such Leased Real Property; (xiii) an assignment and assumption of the lease in respect of the premises located at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, substantially in the form attached hereto as Exhibit W (the “Assignment and Assumption of Harlem Lease”), duly executed by Harlem; (xiv) an omnibus lease agreement in respect of the lease of certain portions of the Excluded Real Property that is owned real property, substantially in the form attached hereto as Exhibit X (the “Master Lease Agreement”), duly executed by Parent; (xv) [Reserved]; (xvi) the Saginaw Service Contracts, if required, duly executed by the appropriate Seller; (xvii) any easement agreements required under Section 6.27(c), duly executed by the appropriate Seller; (xviii) the Subdivision Master Lease, if required, duly executed by the appropriate Sellers; (xix) a certificate of an officer of each Seller (A) certifying that attached to such certificate are so true and complete copies of (1) such Seller’s Organizational Documents, each as amended through correct has not had and in effect would not be expected to have more than a de minimis adverse impact on the Closing Date and (2) resolutions of the board of directors of such Seller, authorizing the execution, delivery and performance of this Agreement and the Ancillary Agreements to which such Seller is a party, the consummation Business or Purchaser or its benefit of the transactions contemplated by this Agreement and such Ancillary Agreements (iv) the representation and the matters warranty set forth in Section 6.16(e)4.03(c) (No Material Adverse Effect) as it relates to the Business shall be true and correct in all respects as of the date hereof and as of the Closing Date as though made on and as of the Closing Date, and Purchaser shall have received a certificate signed by a senior officer of Seller to such effect. (Bb) certifying as The covenants, obligations and agreements contained in this Agreement to be complied with by Seller at or before the incumbency Closing shall have been complied with in all material respects, and Purchaser shall have received a certificate signed by a senior officer of Seller to such effect. (c) The waiting period (and any extension thereof) under the HSR Act shall have expired or been terminated, and the waiting periods, clearances, approvals and/or Consents under the applicable Review Law in each of the officer(sother Specified Jurisdictions shall have been expired, terminated or obtained. (d) There shall be no Restraints in jurisdictions that collectively account for 10% or more of such the net sales of the Business in fiscal year 2018. (e) Each of Seller executing this Agreement and, if applicable, its Subsidiaries shall have executed and delivered to Purchaser each of the Ancillary Agreements to which such Seller it is a party; (xx) a certificate in compliance with Treas. Reg. §1.1445-2(b)(2) that each Seller is not a foreign person as defined under Section 897 of the Tax Code; (xxi) a certificate of good standing for each Seller from the Secretary of State of the State of Delaware; (xxii) their written agreement to treat the Relevant Transactions and the other transactions contemplated by this Agreement in accordance with Purchaser’s determination in Section 6.16; (xxiii) payoff letters and related Encumbrance-release documentation (including, if applicable, UCC-3 termination statements), each in a form reasonably satisfactory to the Parties and duly executed by the holders of the secured Indebtedness; and (xxiv) all books and records of Sellers described in Section 2.2(a)(xiv). (d) The UAW Collective Bargaining Agreement shall have been ratified by the membership, shall have been assumed by the applicable Sellers and assigned to Purchaser, and shall be in full force and effect. (e) The UAW Retiree Settlement Agreement shall have been executed and delivered by the UAW and shall have been approved by the Bankruptcy Court as part of the Sale Approval Order. (f) The Canadian Operations Continuation Agreement shall have been executed and delivered by the parties thereto in the form previously distributed among them.

Conditions to Obligations of Purchaser. The obligations of Purchaser -------------------------------------- to consummate the transactions contemplated by this Agreement are hereby shall be subject to the fulfillment or written waiver, prior to or at the Closing, of each of the following conditions; provided, however, that in no event may Purchaser waive the conditions contained in Section 7.2(d) or Section 7.2(e):unless waived by Purchaser: (a) Each of the 8.5.1 The representations and warranties of Sellers contained Holdings and Company set forth in ARTICLE IV of this Agreement Article 4 and Article 6, respectively, shall be true and correct (disregarding for on the purposes of such determination any qualification as to materiality or Material Adverse Effect) date hereof and on and as of the Closing Date as if though made on and as of the Closing Date (except for representations and warranties that speak made as of a specific date or timespecified date, which representations and warranties shall need be true and correct only as of such date or timethe specified date), except to the extent that any breaches of such representations and warranties, individually or in the aggregate, have not had, or would not reasonably be expected to have, a Material Adverse Effect. (b) Sellers shall have performed or complied in all material respects with all agreements and obligations required as affected by this Agreement to be performed or complied with by Sellers prior to or at the Closing. (c) Sellers shall have delivered, or caused to be delivered, to Purchaser: (i) a certificate executed as of the Closing Date by a duly authorized representative of Sellers, on behalf of Sellers and not in such authorized representative’s individual capacity, certifying that the conditions set forth in Section 7.2(a) and Section 7.2(b) have been satisfied; (ii) the Equity Registration Rights Agreement, duly executed by Parent; (iii) stock certificates or membership interest certificates, if any, evidencing the Transferred Equity Interests (other than in respect of the Equity Interests held by Sellers in RHI, Promark Global Advisors Limited, Promark Investments Trustees Limited and the Delayed Closing Entities, which the Parties agree may be transferred following the Closing in accordance with Section 6.30, Section 6.34 and Section 6.35), duly endorsed in blank or accompanied by stock powers (or similar documentation) duly endorsed in blank, in proper form for transfer to Purchaser, including any required stamps affixed thereto; (iv) an omnibus ▇▇▇▇ of sale, substantially in the form attached hereto as Exhibit P (the “▇▇▇▇ of Sale”), together with transfer tax declarations and all other instruments of conveyance that are necessary to effect transfer to Purchaser of title to the Purchased Assets, each in a form reasonably satisfactory to the Parties and duly executed by the appropriate Seller; (v) an omnibus assignment and assumption agreement, substantially in the form attached hereto as Exhibit Q (the “Assignment and Assumption Agreement”), together with all other instruments of assignment and assumption that are necessary to transfer the Purchased Contracts and Assumed Liabilities to Purchaser, each in a form reasonably satisfactory to the Parties and duly executed by the appropriate Seller; (vi) a novation agreement, substantially in the form attached hereto as Exhibit R (the “Novation Agreement”), duly executed by Sellers and the appropriate United States Governmental Authorities; (vii) a government related subcontract agreement, substantially in the form attached hereto as Exhibit S (the “Government Related Subcontract Agreement”), duly executed by Sellers; (viii) an omnibus intellectual property assignment agreement, substantially in the form attached hereto as Exhibit T (the “Intellectual Property Assignment Agreement”), duly executed by Sellers; (ix) a transition services agreement, substantially in the form attached hereto as Exhibit U (the “Transition Services Agreement”), duly executed by Sellers; (x) all quitclaim deeds or deeds without warranty (or equivalents for those parcels of Owned Real Property located in jurisdictions outside of the United States), in customary form, subject only to Permitted Encumbrances, conveying the Owned Real Property to Purchaser (the “Quitclaim Deeds”), duly executed by the appropriate Seller; (xi) all required Transfer Tax or sales disclosure forms relating to the Transferred Real Property (the “Transfer Tax Forms”), duly executed by the appropriate Seller; (xii) an assignment and assumption of the leases and subleases underlying the Leased Real Property, in substantially the form attached hereto as Exhibit V (the “Assignment and Assumption of Real Property Leases”), together with such other instruments of assignment and assumption that are necessary to transfer the leases and subleases underlying the Leased Real Property located in jurisdictions outside of the United States, each duly executed by Sellers; provided, however, that if it is required for the assumption and assignment of any lease or sublease underlying a Leased Real Property that a separate assignment and assumption for such lease or sublease be executed, then a separate assignment and assumption of such lease or sublease shall be executed in a form substantially similar to Exhibit V or as otherwise required to assume or assign such Leased Real Property; (xiii) an assignment and assumption of the lease in respect of the premises located at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, substantially in the form attached hereto as Exhibit W (the “Assignment and Assumption of Harlem Lease”), duly executed by Harlem; (xiv) an omnibus lease agreement in respect of the lease of certain portions of the Excluded Real Property that is owned real property, substantially in the form attached hereto as Exhibit X (the “Master Lease Agreement”), duly executed by Parent; (xv) [Reserved]; (xvi) the Saginaw Service Contracts, if required, duly executed by the appropriate Seller; (xvii) any easement agreements required under Section 6.27(c), duly executed by the appropriate Seller; (xviii) the Subdivision Master Lease, if required, duly executed by the appropriate Sellers; (xix) a certificate of an officer of each Seller (A) certifying that attached to such certificate are true and complete copies of (1) such Seller’s Organizational Documents, each as amended through and in effect on the Closing Date and (2) resolutions of the board of directors of such Seller, authorizing the execution, delivery and performance of this Agreement and the Ancillary Agreements to which such Seller is a party, the consummation of the transactions contemplated by this Agreement and except for such Ancillary Agreements inaccuracies which have not had and would not reasonably be expected to have in the matters set forth reasonably foreseeable future a material adverse effect on Holdings or the Company, respectively; 8.5.2 The Company shall have performed in Section 6.16(e), all material respects each obligation and agreement and shall have complied in all material respects with each covenant to be performed and complied with by it hereunder at or prior to the Closing Date; 8.5.3 The sale of the Holdings Securities to Purchaser: (i) shall not be prohibited or enjoined (temporarily or permanently) by any Governmental Authority pursuant to any applicable law or governmental regulation nor shall any Action seeking such prohibition or injunction be pending; and (Bii) certifying as shall not subject Purchaser to the incumbency of the officer(s) of such Seller executing this Agreement and the Ancillary Agreements any material penalty or, in its reasonable judgment, other onerous conditions under or pursuant to which such Seller is a partyany applicable law or governmental regulation; (xx) a certificate in compliance with Treas. Reg. §1.1445-2(b)(2) that each Seller is not a foreign person as defined under Section 897 of 8.5.4 All certificates and instruments representing the Tax Code; (xxi) a certificate of good standing for each Seller from the Secretary of State of the State of Delaware; (xxii) their written agreement Holdings Securities shall have been duly transferred to treat the Relevant Transactions Purchaser and the other transactions contemplated delivered by this Agreement Holdings in accordance with Purchaser’s determination in Section 6.16; (xxiii) payoff letters and related Encumbrance-release documentation (including, if applicable, UCC-3 termination statements), each in a form reasonably satisfactory to the Parties and duly executed by the holders terms of the secured IndebtednessAssignments of Interest and/or Stock Powers; and (xxiv) all books and records of Sellers described in Section 2.2(a)(xiv). (d) The UAW Collective Bargaining Agreement 8.5.5 Holdings shall have been ratified by the membership, shall have been assumed by the applicable Sellers and assigned to Purchaser, and shall be in full force and effect. (e) The UAW Retiree Settlement Agreement shall have been executed and delivered by the UAW and shall have been approved by the Bankruptcy Court as part applicable Assignments of the Sale Approval OrderInterest and/or Stock Powers. (f) The Canadian Operations Continuation Agreement shall have been executed and delivered by the parties thereto in the form previously distributed among them.

Conditions to Obligations of Purchaser. The obligations of Purchaser to consummate the transactions contemplated by this Agreement are Transactions shall be subject to the fulfillment or written Purchaser’s waiver, at or prior to or at the Closing, of each of the following conditions; provided, however, that in no event may Purchaser waive the conditions contained in Section 7.2(d) or Section 7.2(e):: (a) Each of the The representations and warranties of Sellers contained in ARTICLE IV of this Agreement Article II shall be true and correct (disregarding for the purposes of such determination any qualification as to materiality or Material Adverse Effect) in all respects as of the Closing Date as if made on except where the Closing Date (except for representations failure of such representation and warranties that speak as of a specific date or time, which representations and warranties shall to be true and correct only as of such date or time), except to the extent that any breaches of such representations and warranties, individually or in the aggregate, have not had, or would not reasonably be expected to have, have a Material Adverse Effect.; (b) Sellers shall have duly performed or and complied in all material respects with all agreements agreements, covenants and obligations conditions required by this Agreement and each of the Related Documents to be performed or complied with by Sellers it prior to or at on the Closing.Closing Date; (c) Sellers shall have delivereddelivered to Purchaser, or caused to be delivered, delivered to Purchaser, each of the following documents, duly executed by each Seller or both Sellers, as the case may be, and any other Person required to execute any of such documents: (i) a certificate executed as Certificates evidencing the CEGP Interest in the name of Purchaser, free and clear of Encumbrances except for restrictions on transfer provided herein, in CEGP’s Charter Documents or under the Closing Date by a duly authorized representative of Sellers, on behalf of Sellers Securities Act and not in such authorized representative’s individual capacity, certifying that the conditions set forth in Section 7.2(a) and Section 7.2(b) have been satisfiedapplicable state securities laws; (ii) Certificates evidencing the Equity Registration Rights AgreementCELP Units in the name of Purchaser, duly executed by Parentfree and clear of Encumbrances except for restrictions on transfer provided herein, in CELP’s Charter Documents or under applicable Securities Laws; (iii) stock certificates or membership interest certificates, if any, evidencing the Transferred Equity Interests (other than in respect The Amended CEGP LLC Agreement executed by all members of the Equity Interests held by Sellers in RHI, Promark Global Advisors Limited, Promark Investments Trustees Limited and the Delayed Closing Entities, which the Parties agree may be transferred following the Closing in accordance with Section 6.30, Section 6.34 and Section 6.35), duly endorsed in blank or accompanied by stock powers (or similar documentation) duly endorsed in blank, in proper form for transfer to Purchaser, including any required stamps affixed theretoCEGP; (iv) an omnibus ▇▇▇▇ of sale, substantially in the form attached hereto as Exhibit P (the “▇▇▇▇ of Sale”), together with transfer tax declarations and all other instruments of conveyance that are necessary to effect transfer to Purchaser of title to the Purchased Assets, each in a form reasonably satisfactory to the Parties and duly The Amended CELP LP Agreement executed by the appropriate Seller;CEGP. (v) an omnibus assignment and assumption agreement, substantially in the form attached hereto as Exhibit Q (the “Assignment and Assumption Agreement”), together with all other instruments of assignment and assumption that are necessary to transfer the Purchased Contracts and Assumed Liabilities to Purchaser, each in a form reasonably satisfactory to the Parties and duly The Amended Registration Rights Agreement executed by the appropriate Sellerall parties thereto (other than Purchaser); (vi) a novation agreement, substantially The Warrants issued in the form attached hereto as Exhibit R (names of the “Novation Agreement”), duly Warrant Purchasers executed by Sellers and the appropriate United States Governmental AuthoritiesCELP; (vii) a government related subcontract agreement, substantially in the form attached hereto as Exhibit S (the “Government Related Subcontract Agreement”), duly executed by SellersThe Release of Claims of each individual listed on Schedule 5.7; (viii) an omnibus intellectual property assignment agreement, substantially in the form attached hereto All Seller Required Consents as Exhibit T (the “Intellectual Property Assignment Agreement”), duly executed by Sellerslisted on Schedule 2.3; (ix) a transition services agreement, substantially in the form attached hereto as Exhibit U (the “Transition Services Agreement”Letters of resignation of each officer and director of CEGP listed on Schedule 5.1(a), duly executed by Sellers; (x) all quitclaim deeds or deeds without warranty (or equivalents for those parcels Copies of Owned Real Property located in jurisdictions outside minutes of the United States)meeting of members of CEGP, in customary form, subject only to Permitted Encumbrances, conveying the Owned Real Property to Purchaser (the “Quitclaim Deeds”), duly executed certified by the appropriate SellerSecretary of CEGP, evidencing the approval of (i) the issuance of the CEGP Interest, (ii) the unanimous approval of the Amended CEGP LLC Agreement, and (iii) recommending that the limited partners of CELP approve the Amended CELP LP Agreement; (xi) all required Transfer Tax or sales disclosure forms relating to The written consent of the Transferred Real Property (members of CEGP taking the “Transfer Tax Forms”actions specified in Section 5.1(b), duly executed by the appropriate Seller;; and (xii) an assignment and assumption Copies of the leases and subleases underlying written consent of the Leased Real Propertylimited partners of CELP, certified by the Secretary of CEGP (acting in substantially the form attached hereto its capacity as Exhibit V (the “Assignment and Assumption general partner of Real Property Leases”CELP), together with such other instruments approving the Amended CELP LP Agreement, accompanied by the written opinion of assignment and assumption that are necessary to transfer the leases and subleases underlying the Leased Real Property located in jurisdictions outside of the United StatesSellers’ counsel, each duly executed by Sellers; provided, however, that if it is required for the assumption and assignment of any lease or sublease underlying a Leased Real Property that a separate assignment and assumption for such lease or sublease be executed, then a separate assignment and assumption of such lease or sublease shall be executed in a form substantially similar to Exhibit V or as otherwise required to assume or assign such Leased Real Property; (xiii) an assignment and assumption of the lease in respect of the premises located at ▇▇▇▇ S▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ & M▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇LLP, substantially in the form attached hereto as Exhibit W F. (d) Purchaser shall have received a certificate, dated the “Assignment Closing Date and Assumption signed by a duly authorized officer of Harlem Lease”)CEGP certifying on CEGP’s behalf and in CEGP’s capacity as General Partner of CELP, duly executed by Harlemthat each of the conditions set forth in Section 6.2(a) and Section 6.2(b) have been satisfied; (xive) an omnibus lease agreement in respect of the lease of certain portions of the Excluded Real Property that is owned real property, substantially in the form attached hereto as Exhibit X (the “Master Lease Agreement”), duly executed by Parent; (xv) [Reserved]; (xvi) the Saginaw Service Contracts, if required, duly executed by the appropriate Seller; (xvii) any easement agreements required under Section 6.27(c), duly executed by the appropriate Seller; (xviii) the Subdivision Master Lease, if required, duly executed by the appropriate Sellers; (xix) Purchaser shall have received a certificate of an officer the Secretary of each Seller (A) CEGP certifying that attached to such certificate thereto are (i) true and complete copies of (1) such Seller’s Organizational Documents, each as amended through and in effect on the Closing Date and (2) all resolutions of adopted by the board of directors of such Seller, CEGP authorizing the execution, delivery and performance of this Agreement and the Ancillary Agreements to which such Seller is a party, Related Documents and the consummation of the transactions contemplated by this Agreement Transactions and such Ancillary Agreements that all resolutions are in full force and effect and are all the matters set forth resolutions adopted in Section 6.16(e), connection with the Transactions; (ii) attaching good standing and (B) certifying as to the incumbency existence certificates of the officer(s) of such Seller executing this Agreement and the Ancillary Agreements to which such Seller is a party; (xx) a certificate in compliance with Treas. Reg. §1.1445-2(b)(2) that each Seller is not a foreign person as defined under Section 897 of the Tax Code; (xxi) a certificate of good standing for Entity in each Seller from the Secretary of State of the State of Delaware; (xxii) their written agreement to treat the Relevant Transactions formation and the other transactions contemplated by this Agreement each jurisdiction in accordance with Purchaser’s determination in Section 6.16; (xxiii) payoff letters and related Encumbrance-release documentation (including, if applicable, UCC-3 termination statements), each in a form reasonably satisfactory to the Parties and duly executed by the holders of the secured Indebtednesswhich it conducts business; and (xxivf) all books and records of Sellers described in Section 2.2(a)(xiv). (d) The UAW Collective Bargaining Agreement Purchaser shall have been ratified by the membership, shall have been assumed by the applicable Sellers and assigned to Purchaser, and shall be in full force and effect. (e) The UAW Retiree Settlement Agreement shall have been executed and delivered by the UAW and shall have been approved by the Bankruptcy Court as part received a certificate of the Sale Approval OrderSecretary of CEGP certifying the names and signatures of the officers of CEGP authorized to sign this Agreement, the Related Documents and the other documents to be delivered hereunder and thereunder. (f) The Canadian Operations Continuation Agreement shall have been executed and delivered by the parties thereto in the form previously distributed among them.

Conditions to Obligations of Purchaser. The obligations As an additional condition to the obligation of Purchaser to consummate the transactions contemplated hereby (which condition may be waived, in whole or in part, by this Agreement are subject Purchaser in writing and shall be deemed to have been waived in whole if the fulfillment or written waiverClosing occurs), prior to or at the Closing, of each of Purchaser must have received the following conditions; provideddocuments, however, that in no event may Purchaser waive dated the Closing Date (unless another date is identified) and the following conditions contained in Section 7.2(d) or Section 7.2(e):must have been satisfied: (a) Each A copy, certified by an authorized officer of Seller, of resolutions of the board of directors and shareholders of Seller authorizing the execution, delivery and performance of this Agreement and all other agreements, documents and instruments relating hereto and the consummation of the transactions contemplated hereby; (b) A certificate executed by an authorized officer of Seller to the effect that all of Seller’s representations and warranties of Sellers contained in ARTICLE IV of this Agreement shall be true and correct (disregarding for the purposes of such determination any qualification as to materiality or Material Adverse Effect) Transaction Agreements are accurate in all material respects as of the Closing Date as if made on the Closing Date (except for representations and warranties that speak unless made as of a specific date another date) and that all of the covenants and obligations that Seller is required to perform or time, which representations to comply with pursuant to this Agreement and warranties shall be true and correct only as of such date the Transaction Agreements at or time), except prior to the extent that any breaches of such representations Closing have been duly performed and warranties, individually or in the aggregate, have not had, or would not reasonably be expected to have, a Material Adverse Effect. (b) Sellers shall have performed or complied with in all material respects with all agreements and obligations required by this Agreement to be performed or complied with by Sellers prior to or at the Closing.respects; (c) Sellers shall have deliveredA b▇▇▇ of sale for the Acquired Assets and an assignment and assumption agreement for the Assumed Contracts, or caused to be delivered, each in form and substance reasonably satisfactory to Purchaser:, covering items of tangible and intangible personal property included in the Acquired Assets and transferring Seller’s rights, duties and obligations in the Assumed Contracts to Purchaser; (d) A general warranty deed for the Owned Real Property; (e) The Trademark License; (f) The Compound Supply Agreement; (g) The Know-How License; (h) The Transition Services Agreement; (i) a certificate executed The Raw Materials Supply Agreement; (j) The Bead Supply Agreement; (k) The Steel Fabric Supply Agreement; (l) The Master Distributorship Agreement; (m) The consents set forth on Schedule 6.2(m); (n) Such further documents and instruments of sale, transfer, conveyance, assignment or delivery covering the Acquired Assets or any part thereof as Purchaser may reasonably require to assure the sale and assignment of the Acquired Assets as contemplated by this Agreement; (o) Purchaser shall have completed its due diligence investigation of the Acquired Assets and shall not have discovered any fact, circumstance, transaction or event of which Purchaser did not have notice as of the Closing Date by date hereof and that constitutes a duly authorized representative material breach of Sellers, on behalf the representations and warranties of Sellers and not in such authorized representative’s individual capacity, certifying that the conditions Seller set forth in Section 7.2(a) and Section 7.2(b) have been satisfied; (ii) the Equity Registration Rights Agreement, duly executed by Parent; (iii) stock certificates or membership interest certificates, if any, evidencing the Transferred Equity Interests (other than in respect of the Equity Interests held by Sellers in RHI, Promark Global Advisors Limited, Promark Investments Trustees Limited and the Delayed Closing Entities, which the Parties agree may be transferred following the Closing in accordance with Section 6.30, Section 6.34 and Section 6.35), duly endorsed in blank or accompanied by stock powers (or similar documentation) duly endorsed in blank, in proper form for transfer to Purchaser, including any required stamps affixed thereto; (iv) an omnibus ▇▇▇▇ of sale, substantially in the form attached hereto as Exhibit P (the “▇▇▇▇ of Sale”), together with transfer tax declarations and all other instruments of conveyance that are necessary to effect transfer to Purchaser of title to the Purchased Assets, each in a form reasonably satisfactory to the Parties and duly executed by the appropriate Seller; (v) an omnibus assignment and assumption agreement, substantially in the form attached hereto as Exhibit Q (the “Assignment and Assumption Agreement”), together with all other instruments of assignment and assumption that are necessary to transfer the Purchased Contracts and Assumed Liabilities to Purchaser, each in a form reasonably satisfactory to the Parties and duly executed by the appropriate Seller; (vi) a novation agreement, substantially in the form attached hereto as Exhibit R (the “Novation Agreement”), duly executed by Sellers and the appropriate United States Governmental Authorities; (vii) a government related subcontract agreement, substantially in the form attached hereto as Exhibit S (the “Government Related Subcontract Agreement”), duly executed by Sellers; (viii) an omnibus intellectual property assignment agreement, substantially in the form attached hereto as Exhibit T (the “Intellectual Property Assignment Agreement”), duly executed by Sellers; (ix) a transition services agreement, substantially in the form attached hereto as Exhibit U (the “Transition Services Agreement”), duly executed by Sellers; (x) all quitclaim deeds or deeds without warranty (or equivalents for those parcels of Owned Real Property located in jurisdictions outside of the United States), in customary form, subject only to Permitted Encumbrances, conveying the Owned Real Property to Purchaser (the “Quitclaim Deeds”), duly executed by the appropriate Seller; (xi) all required Transfer Tax or sales disclosure forms relating to the Transferred Real Property (the “Transfer Tax Forms”), duly executed by the appropriate Seller; (xii) an assignment and assumption of the leases and subleases underlying the Leased Real Property, in substantially the form attached hereto as Exhibit V (the “Assignment and Assumption of Real Property Leases”), together with such other instruments of assignment and assumption that are necessary to transfer the leases and subleases underlying the Leased Real Property located in jurisdictions outside of the United States, each duly executed by Sellersherein; provided, however, that Purchaser shall not be entitled to rely on the condition set forth in this Section 6.2(o) at any time after the date that is twenty (20) days after the date of this Agreement; provided, further, that the foregoing limitations shall not apply to the extent that (i) Seller has not complied, in all material respects, with its obligations under Section 5.15 hereof and (ii) Purchaser has provided Seller with prior written notice of, and a reasonable opportunity to cure, such non-compliance. For purposes of the preceding sentence “material breach” shall mean facts, circumstances, transactions or events, including a claim under or relating to Environmental Law, which alone or in the aggregate would, or would reasonably be expect to equal or exceed One Million Dollars ($1,000,000). If, prior to Closing, Purchaser delivers written notice to Seller claiming that Seller has failed to cooperate with Purchaser, (which notice shall set forth in detail the claimed failure to cooperate), and if it is required for the assumption and assignment Seller fails or refuses to cure such claim within five (5) business days of any lease or sublease underlying a Leased Real Property that a separate assignment and assumption for receipt of such lease or sublease be executednotice, then Purchaser may deliver a separate assignment second written notice to Seller terminating this Agreement effective upon delivery of said second notice, and assumption of such lease thereupon, Purchaser shall have no obligation or sublease shall be executed in a form substantially similar to Exhibit V or as otherwise required to assume or assign such Leased Real Property;liability under this Agreement for said termination; and (xiiip) an assignment and assumption A certificate from each of the lease in respect of the premises located at P▇▇▇ ▇▇▇▇▇▇▇, J▇▇ ▇▇▇▇▇▇▇, S▇▇▇▇ ▇▇▇▇▇▇ and K▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, substantially in the form attached hereto as Exhibit W (the “Assignment ▇ attesting and Assumption verifying that such individual is not aware of Harlem Lease”), duly executed by Harlem; (xiv) an omnibus lease agreement in respect any breach of any of the lease representations and warranties of certain portions of the Excluded Real Property that is owned real property, substantially in the form attached hereto Seller as Exhibit X (the “Master Lease Agreement”), duly executed by Parent; (xv) [Reserved]; (xvi) the Saginaw Service Contracts, if required, duly executed by the appropriate Seller; (xvii) any easement agreements required under Section 6.27(c), duly executed by the appropriate Seller; (xviii) the Subdivision Master Lease, if required, duly executed by the appropriate Sellers; (xix) a certificate of an officer of each Seller (A) certifying that attached to such certificate are true and complete copies of (1) such Seller’s Organizational Documents, each as amended through and in effect on the Closing Date and (2) resolutions of the board of directors of such Seller, authorizing the execution, delivery and performance of this Agreement and the Ancillary Agreements to which such Seller is a party, the consummation of the transactions contemplated by this Agreement and such Ancillary Agreements and the matters set forth in Section 6.16(e), and (B) certifying as to the incumbency 4 of the officer(s) of such Seller executing this Agreement and the Ancillary Agreements to which such Seller is a party; (xx) a certificate in compliance with Treas. Reg. §1.1445-2(b)(2) that each Seller is not a foreign person as defined under Section 897 of the Tax Code; (xxi) a certificate of good standing for each Seller from the Secretary of State of the State of Delaware; (xxii) their written agreement to treat the Relevant Transactions and the other transactions contemplated by this Agreement in accordance with Purchaser’s determination in Section 6.16; (xxiii) payoff letters and related Encumbrance-release documentation (including, if applicable, UCC-3 termination statements), each in a form reasonably satisfactory to the Parties and duly executed by the holders of the secured Indebtedness; and (xxiv) all books and records of Sellers described in Section 2.2(a)(xiv)Agreement. (d) The UAW Collective Bargaining Agreement shall have been ratified by the membership, shall have been assumed by the applicable Sellers and assigned to Purchaser, and shall be in full force and effect. (e) The UAW Retiree Settlement Agreement shall have been executed and delivered by the UAW and shall have been approved by the Bankruptcy Court as part of the Sale Approval Order. (f) The Canadian Operations Continuation Agreement shall have been executed and delivered by the parties thereto in the form previously distributed among them.

Conditions to Obligations of Purchaser. The obligations obligation of Purchaser to consummate the transactions contemplated by this Agreement are is subject solely to (i) the satisfaction or waiver by all Parties of the condition set forth in Section 5.1, and (ii) the satisfaction or waiver in writing by Purchaser at or prior to the fulfillment or written waiver, prior to or at the Closing, of each Closing of the following conditions; provided, however, that in no event may Purchaser waive the conditions contained in Section 7.2(d) or Section 7.2(e):: (a) Each of the representations and warranties of Sellers contained in ARTICLE IV of this The Stockholders Agreement shall be true have been executed and correct delivered by the Company and the other parties thereto (disregarding for the purposes of such determination any qualification as to materiality or Material Adverse Effectother than Purchaser) as of the Closing Date as if made on the Closing Date (except for representations and warranties that speak as of a specific date or time, which representations and warranties shall be true and correct only as of such date or time), except to the extent that any breaches of such representations and warranties, individually or in the aggregate, have not had, form provided for herein or would not reasonably be expected with such changes as are otherwise agreed to have, a Material Adverse Effect.by Purchaser and the other parties thereto; (b) Sellers The Charter shall have performed or complied in all material respects been filed with all agreements and obligations required by this Agreement to be performed or complied with by Sellers prior to or at the Closing. (c) Sellers shall have delivered, or caused to be delivered, to Purchaser: (i) a certificate executed as of the Closing Date by a duly authorized representative of Sellers, on behalf of Sellers and not in such authorized representative’s individual capacity, certifying that the conditions set forth in Section 7.2(a) and Section 7.2(b) have been satisfied; (ii) the Equity Registration Rights Agreement, duly executed by Parent; (iii) stock certificates or membership interest certificates, if any, evidencing the Transferred Equity Interests (other than in respect of the Equity Interests held by Sellers in RHI, Promark Global Advisors Limited, Promark Investments Trustees Limited and the Delayed Closing Entities, which the Parties agree may be transferred following the Closing in accordance with Section 6.30, Section 6.34 and Section 6.35), duly endorsed in blank or accompanied by stock powers (or similar documentation) duly endorsed in blank, in proper form for transfer to Purchaser, including any required stamps affixed thereto; (iv) an omnibus ▇▇▇▇ of sale, substantially in the form attached hereto as Exhibit P (the “▇▇▇▇ of Sale”), together with transfer tax declarations and all other instruments of conveyance that are necessary to effect transfer to Purchaser of title to the Purchased Assets, each in a form reasonably satisfactory to the Parties and duly executed by the appropriate Seller; (v) an omnibus assignment and assumption agreement, substantially in the form attached hereto as Exhibit Q (the “Assignment and Assumption Agreement”), together with all other instruments of assignment and assumption that are necessary to transfer the Purchased Contracts and Assumed Liabilities to Purchaser, each in a form reasonably satisfactory to the Parties and duly executed by the appropriate Seller; (vi) a novation agreement, substantially in the form attached hereto as Exhibit R (the “Novation Agreement”), duly executed by Sellers and the appropriate United States Governmental Authorities; (vii) a government related subcontract agreement, substantially in the form attached hereto as Exhibit S (the “Government Related Subcontract Agreement”), duly executed by Sellers; (viii) an omnibus intellectual property assignment agreement, substantially in the form attached hereto as Exhibit T (the “Intellectual Property Assignment Agreement”), duly executed by Sellers; (ix) a transition services agreement, substantially in the form attached hereto as Exhibit U (the “Transition Services Agreement”), duly executed by Sellers; (x) all quitclaim deeds or deeds without warranty (or equivalents for those parcels of Owned Real Property located in jurisdictions outside of the United States), in customary form, subject only to Permitted Encumbrances, conveying the Owned Real Property to Purchaser (the “Quitclaim Deeds”), duly executed by the appropriate Seller; (xi) all required Transfer Tax or sales disclosure forms relating to the Transferred Real Property (the “Transfer Tax Forms”), duly executed by the appropriate Seller; (xii) an assignment and assumption of the leases and subleases underlying the Leased Real Property, in substantially the form attached hereto as Exhibit V (the “Assignment and Assumption of Real Property Leases”), together with such other instruments of assignment and assumption that are necessary to transfer the leases and subleases underlying the Leased Real Property located in jurisdictions outside of the United States, each duly executed by Sellers; provided, however, that if it is required for the assumption and assignment of any lease or sublease underlying a Leased Real Property that a separate assignment and assumption for such lease or sublease be executed, then a separate assignment and assumption of such lease or sublease shall be executed in a form substantially similar to Exhibit V or as otherwise required to assume or assign such Leased Real Property; (xiii) an assignment and assumption of the lease in respect of the premises located at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, substantially in the form attached hereto as Exhibit W (the “Assignment and Assumption of Harlem Lease”), duly executed by Harlem; (xiv) an omnibus lease agreement in respect of the lease of certain portions of the Excluded Real Property that is owned real property, substantially in the form attached hereto as Exhibit X (the “Master Lease Agreement”), duly executed by Parent; (xv) [Reserved]; (xvi) the Saginaw Service Contracts, if required, duly executed by the appropriate Seller; (xvii) any easement agreements required under Section 6.27(c), duly executed by the appropriate Seller; (xviii) the Subdivision Master Lease, if required, duly executed by the appropriate Sellers; (xix) a certificate of an officer of each Seller (A) certifying that attached to such certificate are true and complete copies of (1) such Seller’s Organizational Documents, each as amended through and in effect on the Closing Date and (2) resolutions of the board of directors of such Seller, authorizing the execution, delivery and performance of this Agreement and the Ancillary Agreements to which such Seller is a party, the consummation of the transactions contemplated by this Agreement and such Ancillary Agreements and the matters set forth in Section 6.16(e), and (B) certifying as to the incumbency of the officer(s) of such Seller executing this Agreement and the Ancillary Agreements to which such Seller is a party; (xx) a certificate in compliance with Treas. Reg. §1.1445-2(b)(2) that each Seller is not a foreign person as defined under Section 897 of the Tax Code; (xxi) a certificate of good standing for each Seller from the Secretary of State of the State of Delaware; (xxiic) their written agreement Purchaser shall have received from the Company (i) a copy of the Charter, certified by the Secretary of State of the State of Delaware to treat be true and complete as of a date no more than five days prior to the Relevant Transactions Closing Date; (ii) a certificate, dated not more than five days prior to the Closing Date, of the Secretary of State of the State of Delaware as to the Company’s good standing; and (iii) certificates representing the Purchased Preferred Shares, signed in accordance with the by-laws of the Company; (d) Purchaser shall have received from ▇▇▇▇▇ Day, counsel to the Company, a favorable opinion, dated as of the Closing Date, substantially in the form attached hereto as Exhibit E; (e) The representations and warranties of the Company contained in Article III (other those set forth in Sections 3.4(a)(ii)(x), 3.4(a)(ii)(z), 3.4(b) or 3.7 and other than the Merger Representations, which shall not have any effect on Purchaser’s obligation to consummate the transactions contemplated by this Agreement, but subject to the other conditions set forth in this Section 5.3) shall be true and correct in all material respects (other than representations and warranties that are qualified by materiality, material adverse effect or words of similar import, which representations and warranties shall be true and correct in all respects) at and as of the date of this Agreement and at and as of the Closing Date as though made at and as of the Closing Date; provided, however, that the representations and warranties contained in Section 3.5 (Capital Stock) shall be so true and correct in all respects; provided, further, however, that representations and warranties that are made as of a specified date or period shall be so true and correct as described above only as of such specified date or period; (f) The Company shall have in all material respects performed all obligations and complied with all covenants required by this Agreement to be performed or complied with by it at or prior to the Closing; (g) The Company shall have delivered to Purchaser a certificate, dated as of the Closing Date and signed by its Chief Executive Officer or another senior executive officer, certifying that the conditions set forth in Sections 5.3(e) and 5.3(f) have been satisfied; (h) Since the date of this Agreement, there shall not have been any Material Adverse Effect; provided, however, that, for the purposes of this Section 5.3(h), facts, circumstances, events, changes, effects or occurrences that are set forth in the Company Disclosure Schedule (to the extent that it is reasonably apparent that such disclosure is relevant) shall not be taken into account for purposes of determining whether a Material Adverse Effect has occurred; (i) All of (i) the conditions to closing of the Merger and the other transactions contemplated by this the Merger Agreement shall have been satisfied in accordance with Purchaser’s determination the terms of the Merger Agreement, without any amendment or waiver of any provision thereof that has not been consented to by Purchaser in accordance with Section 6.166.2, (ii) the Merger shall be consummated concurrently with the Closing in accordance with the terms of the Merger Agreement, without any amendment or waiver of any provision thereof that has not been consented to by Purchaser in accordance with Section 6.2, and (iii) (x) all of the Rolled Shares (as such term is defined in the Rollover and Contribution Agreement as of the date hereof) shall have been contributed to the Company in accordance with the terms of the Rollover and Contribution Agreement or otherwise and (y) the Family Shareholders shall own all of the issued and outstanding membership units in Family LLC; (xxiiij) payoff letters The proceeds of the Senior Financing shall have been received by the Company and related Encumbrance-release its Subsidiaries (or shall be received concurrently with the Closing and the consummation of the Merger) in all material respects on the terms set forth in the Senior Commitment Letters as of the date hereof (or as amended pursuant to Section 6.2) and pursuant to such documentation in the form contemplated by the Senior Commitment Letters (including, if applicablefor the avoidance of doubt, UCC-3 termination statements)the definitions of EBITDA and LIBOR, each as described in Annex I to the Senior Commitment Letters) or pursuant to any alternate financing entered into in accordance with Section 5.9 of the Merger Agreement without regard to any Company approval that would result in such alternative financing otherwise failing to be in accordance with Section 5.9 of the Merger Agreement; (k) Either (i) after giving pro forma effect to the Acquisition, the Net Leverage Ratio (as defined in the 2021 Senior Notes Indenture) shall not be greater than 3.0 to 1.0, and Purchaser shall have received a form certificate from the chief financial officer (or other responsible officer reasonably satisfactory to the Parties and duly executed by the holders Purchaser) of the secured IndebtednessCompany certifying (and demonstrating to the reasonable satisfaction of Purchaser) that the condition specified in this clause has been satisfied, or (ii) American Greetings shall have obtained a waiver, consent or amendment under the 2021 Senior Notes Indenture so as to permit the consummation of the Acquisition in a manner that does not result in a breach of Section 4.11(b)(vi) of the 2021 Senior Notes Indenture; and (xxivl) all books and records of Sellers described in Section 2.2(a)(xiv). (d) The UAW Collective Bargaining Agreement Purchaser shall have been ratified by the membership, shall have been assumed by the applicable Sellers and assigned to Purchaser, and shall be in full force and effect. (e) The UAW Retiree Settlement Agreement shall have been executed and delivered by the UAW and shall have been approved by the Bankruptcy Court as part of the Sale Approval Order. (f) The Canadian Operations Continuation Agreement shall have been executed and delivered by the parties thereto received certification in the form previously distributed among themof the certificate attached hereto as Exhibit F as to the financial condition and solvency of the Company and its Subsidiaries (determined on a consolidated basis after giving effect to the transactions contemplated by this Agreement, the Merger Agreement, the Rollover and Contribution Agreement and the Senior Commitment Letters (and the incurrence of indebtedness related thereto) from the chief financial officer (or other responsible officer reasonably satisfactory to Purchaser) of the Company.

Conditions to Obligations of Purchaser. The obligations obligation of Purchaser to consummate purchase the transactions contemplated by this Agreement are Shares, pay the cash portion of the purchase-price as set forth in Section 3.2(i) and deliver the Clearwire Stock as set forth in Section 3.2(ii), is subject to the fulfillment satisfaction or written waiverwaiver in writing, prior to on or at before the ClosingClosing Date, of each of the following conditions; provided, however, that in no event may Purchaser waive the conditions contained in Section 7.2(d) or Section 7.2(e):: (a) Each of On the Closing Date, the representations and warranties of Sellers contained each Seller set forth in ARTICLE IV of this Agreement Section 4 and Section 5 hereof shall be true and correct (disregarding for accurate in all material respects with the purposes of such determination any qualification as to materiality or Material Adverse Effect) as of the Closing Date same effect as if made on the Closing Date (except for representations Date, and warranties that speak as of a specific date or time, which representations and warranties shall be true and correct only as of such date or time), except to the extent that any breaches of such representations and warranties, individually or in the aggregate, have not had, or would not reasonably be expected to have, a Material Adverse Effect. (b) Sellers each Seller shall have performed or all obligations and complied in all material respects with all agreements and obligations covenants required by this Agreement to be performed or to be complied with by Sellers him/her/it prior to or at the ClosingClosing Date under this Agreement. Without limitation, Purchaser shall have no obligation to close the purchase of the Shares unless Purchaser shall acquire the whole of the Shares. (b) With respect to any Seller that is an entity, such Seller shall have provided Purchaser full and satisfactory evidence that such Seller has authorized the execution and delivery of this Agreement and the transactions contemplated hereby. (c) Sellers shall have delivered, or caused obtained and delivered to be delivered, to Purchaser: (iPurchaser the Consents as defined hereafter) a certificate executed as well as the declarations submitted by each of the Closing Date by a duly authorized representative of Sellers, on behalf of Sellers and not in such authorized representative’s individual capacity, certifying that the conditions set forth in Section 7.2(a) and Section 7.2(b) have been satisfied; (ii) the Equity Registration Rights Agreement, duly executed by Parent; (iii) stock certificates or membership interest certificates, if any, evidencing the Transferred Equity Interests (other than in respect of the Equity Interests held by Sellers in RHI, Promark Global Advisors Limited, Promark Investments Trustees Limited and the Delayed Closing Entities, which the Parties agree may be transferred following the Closing in accordance with Section 6.30, Section 6.34 and Section 6.35), duly endorsed in blank or accompanied by stock powers (or similar documentation) duly endorsed in blank, in proper form for transfer to Purchaser, including any required stamps affixed thereto; (iv) an omnibus ▇▇▇▇ of sale, substantially in the form attached hereto as Exhibit P (the “▇▇▇▇ of Sale”), together with transfer tax declarations and all other instruments of conveyance that are necessary to effect transfer to Purchaser of title to the Purchased Assets, each in a form reasonably satisfactory to the Parties and duly executed by the appropriate Seller; (v) an omnibus assignment and assumption agreement, substantially in the form attached hereto as Exhibit Q (the “Assignment and Assumption Agreement”), together with all other instruments of assignment and assumption that are necessary to transfer the Purchased Contracts and Assumed Liabilities to Purchaser, each in a form reasonably satisfactory to the Parties and duly executed by the appropriate Seller; (vi) a novation agreement, substantially in the form attached hereto as Exhibit R (the “Novation Agreement”), duly executed by Sellers and the appropriate United States Governmental Authorities; (vii) a government related subcontract agreement, substantially in the form attached hereto as Exhibit S (the “Government Related Subcontract Agreement”), duly executed by Sellers; (viii) an omnibus intellectual property assignment agreement, substantially in the form attached hereto as Exhibit T (the “Intellectual Property Assignment Agreement”), duly executed by Sellers; (ix) a transition services agreement, substantially in the form attached hereto as Exhibit U (the “Transition Services Agreement”), duly executed by Sellers; (x) all quitclaim deeds or deeds without warranty (or equivalents for those parcels of Owned Real Property located in jurisdictions outside of the United States), in customary form, subject only to Permitted Encumbrances, conveying the Owned Real Property to Purchaser (the “Quitclaim Deeds”), duly executed by the appropriate Seller; (xi) all required Transfer Tax or sales disclosure forms relating to the Transferred Real Property (the “Transfer Tax Forms”), duly executed by the appropriate Seller; (xii) an assignment and assumption of the leases and subleases underlying the Leased Real Property, in substantially the form attached hereto as Exhibit V (the “Assignment and Assumption of Real Property Leases”), together with such other instruments of assignment and assumption that are necessary to transfer the leases and subleases underlying the Leased Real Property located in jurisdictions outside of the United States, each duly executed by Sellers; provided, however, that if it is required for the assumption and assignment of any lease or sublease underlying a Leased Real Property that a separate assignment and assumption for such lease or sublease be executed, then a separate assignment and assumption of such lease or sublease shall be executed in a form substantially similar to Exhibit V or as otherwise required to assume or assign such Leased Real Property; (xiii) an assignment and assumption of the lease in respect of the premises located at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇-▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, substantially in containing the form attached hereto as Exhibit W (unconditional and irrevocable written consent of their respective spouses to the “Assignment and Assumption of Harlem Lease”), duly executed by Harlem; (xiv) an omnibus lease agreement in respect transfer of the lease of certain portions of the Excluded Real Property that is Shares owned real property, substantially in the form attached hereto as Exhibit X (the “Master Lease Agreement”), duly executed respectively by Parent; (xv) [Reserved]; (xvi) the Saginaw Service Contracts, if required, duly executed by the appropriate Seller; (xvii) any easement agreements required under Section 6.27(c), duly executed by the appropriate Seller; (xviii) the Subdivision Master Lease, if required, duly executed by the appropriate Sellers; (xix) a certificate of an officer of each Seller (A) certifying that attached to such certificate are true and complete copies of (1) such Seller’s Organizational Documents, each as amended through and in effect on the Closing Date and (2) resolutions of the board of directors of such Seller, authorizing the execution, delivery and performance of this Agreement and the Ancillary Agreements to which such Seller is a party, the consummation of the transactions contemplated by this Agreement and such Ancillary Agreements and the matters set forth in Section 6.16(e), and (B) certifying as to the incumbency of the officer(s) of such Seller executing this Agreement and the Ancillary Agreements to which such Seller is a party; (xx) a certificate in compliance with Treas. Reg. §1.1445-2(b)(2) that each Seller is not a foreign person as defined under Section 897 of the Tax Code; (xxi) a certificate of good standing for each Seller from the Secretary of State of the State of Delaware; (xxii) their written agreement to treat the Relevant Transactions and the other transactions contemplated by this Agreement in accordance with Purchaser’s determination in Section 6.16; (xxiii) payoff letters and related Encumbrance-release documentation (including, if applicable, UCC-3 termination statements), each in a form reasonably satisfactory to the Parties and duly executed by the holders of the secured Indebtedness; and (xxiv) all books and records of Sellers described in Section 2.2(a)(xiv). (d) The UAW Collective Bargaining Agreement On the Closing Date there shall not have been ratified by any Material Adverse Change. "Material Adverse Change" shall mean any event, change, circumstance or effect that has a material adverse effect on the membershipoperations, shall have been assumed by the applicable Sellers and assigned to Purchaserfinancial condition, and shall be in full force and effect. (e) The UAW Retiree Settlement Agreement shall have been executed and delivered by the UAW and shall have been approved by the Bankruptcy Court as part prospects, assets, or operations, of the Sale Approval OrderCompany taken as a whole, including the continuing validity and effectiveness of the License. (f) The Canadian Operations Continuation Agreement shall have been executed and delivered by the parties thereto in the form previously distributed among them.

Conditions to Obligations of Purchaser. The obligations obligation of Purchaser to consummate purchase the transactions contemplated by this Agreement are Assets is subject to the fulfillment satisfaction, on or written waiverbefore the Closing Date, prior to or at the Closing, of each of the following conditions; provided, however, that in no event may Purchaser waive the conditions contained in Section 7.2(d) or Section 7.2(e):: ROANOKE RESTAURANT ASSET PURCHASE AGREEMENT – 15 (a) Each of On the Closing Date, the representations and warranties of Sellers contained Seller set forth in ARTICLE IV of this Agreement Section 3 hereof shall be true and correct (disregarding for the purposes of such determination any qualification as to materiality or Material Adverse Effect) as of the Closing Date as if made on the Closing Date (except for representations and warranties that speak as of a specific date or time, which representations and warranties shall be true and correct only as of such date or time), except to the extent that any breaches of such representations and warranties, individually or accurate in the aggregate, have not had, or would not reasonably be expected to have, a Material Adverse Effect.all material respects; (b) Sellers Seller shall have performed obtained the consent or complied in approval of all material respects with all agreements and obligations required by this Agreement to be performed third persons whose consent or complied with by Sellers prior to or at the Closing. (c) Sellers shall have delivered, or caused to be delivered, to Purchaser: (i) a certificate executed as of the Closing Date by a duly authorized representative of Sellers, on behalf of Sellers and not in such authorized representative’s individual capacity, certifying that the conditions set forth in Section 7.2(a) and Section 7.2(b) have been satisfied; (ii) the Equity Registration Rights Agreement, duly executed by Parent; (iii) stock certificates or membership interest certificates, if any, evidencing the Transferred Equity Interests (other than in respect of the Equity Interests held by Sellers in RHI, Promark Global Advisors Limited, Promark Investments Trustees Limited and the Delayed Closing Entities, which the Parties agree may be transferred following the Closing in accordance with Section 6.30, Section 6.34 and Section 6.35), duly endorsed in blank or accompanied by stock powers (or similar documentation) duly endorsed in blank, in proper form for transfer to Purchaser, including any required stamps affixed thereto; (iv) an omnibus ▇▇▇▇ of sale, substantially in the form attached hereto as Exhibit P (the “▇▇▇▇ of Sale”), together with transfer tax declarations and all other instruments of conveyance that are necessary to effect transfer to Purchaser of title to the Purchased Assets, each in a form reasonably satisfactory to the Parties and duly executed by the appropriate Seller; (v) an omnibus assignment and assumption agreement, substantially in the form attached hereto as Exhibit Q (the “Assignment and Assumption Agreement”), together with all other instruments of assignment and assumption that are necessary to transfer the Purchased Contracts and Assumed Liabilities to Purchaser, each in a form reasonably satisfactory to the Parties and duly executed by the appropriate Seller; (vi) a novation agreement, substantially in the form attached hereto as Exhibit R (the “Novation Agreement”), duly executed by Sellers and the appropriate United States Governmental Authorities; (vii) a government related subcontract agreement, substantially in the form attached hereto as Exhibit S (the “Government Related Subcontract Agreement”), duly executed by Sellers; (viii) an omnibus intellectual property assignment agreement, substantially in the form attached hereto as Exhibit T (the “Intellectual Property Assignment Agreement”), duly executed by Sellers; (ix) a transition services agreement, substantially in the form attached hereto as Exhibit U (the “Transition Services Agreement”), duly executed by Sellers; (x) all quitclaim deeds or deeds without warranty (or equivalents for those parcels of Owned Real Property located in jurisdictions outside of the United States), in customary form, subject only to Permitted Encumbrances, conveying the Owned Real Property to Purchaser (the “Quitclaim Deeds”), duly executed by the appropriate Seller; (xi) all required Transfer Tax or sales disclosure forms relating to the Transferred Real Property (the “Transfer Tax Forms”), duly executed by the appropriate Seller; (xii) an assignment and assumption of the leases and subleases underlying the Leased Real Property, in substantially the form attached hereto as Exhibit V (the “Assignment and Assumption of Real Property Leases”), together with such other instruments of assignment and assumption that are necessary to transfer the leases and subleases underlying the Leased Real Property located in jurisdictions outside of the United States, each duly executed by Sellers; provided, however, that if it approval is required for the assumption and assignment of any lease or sublease underlying a Leased Real Property that a separate assignment and assumption for such lease or sublease be executed, then a separate assignment and assumption of such lease or sublease shall be executed in a form substantially similar to Exhibit V or as otherwise required to assume or assign such Leased Real Property; (xiii) an assignment and assumption of the lease in respect of the premises located at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, substantially in the form attached hereto as Exhibit W (the “Assignment and Assumption of Harlem Lease”), duly executed consummation by Harlem; (xiv) an omnibus lease agreement in respect of the lease of certain portions of the Excluded Real Property that is owned real property, substantially in the form attached hereto as Exhibit X (the “Master Lease Agreement”), duly executed by Parent; (xv) [Reserved]; (xvi) the Saginaw Service Contracts, if required, duly executed by the appropriate Seller; (xvii) any easement agreements required under Section 6.27(c), duly executed by the appropriate Seller; (xviii) the Subdivision Master Lease, if required, duly executed by the appropriate Sellers; (xix) a certificate of an officer of each Seller (A) certifying that attached to such certificate are true and complete copies of (1) such Seller’s Organizational Documents, each as amended through and in effect on the Closing Date and (2) resolutions of the board of directors of such Seller, authorizing the execution, delivery and performance of this Agreement and the Ancillary Agreements to which such Seller is a party, the consummation of the transactions contemplated by this Agreement and such Ancillary Agreements and the matters set forth in Section 6.16(e), and (B) certifying as to the incumbency of the officer(s) of such Seller executing this Agreement and the Ancillary Agreements to which such Seller is a partyAgreement; (xxc) a certificate in compliance with Treas. Reg. §1.1445-2(b)(2) that each Purchaser must approve of any disclosures by Seller is not a foreign person as defined under pursuant to Section 897 of the Tax Code7.8 above; (xxid) a certificate There shall not have been, since the date of good standing for each Seller from this Agreement, any material adverse change in the Secretary condition or results of State operation of the State of DelawareAssets or the Acquired Business; (xxiie) their written agreement No suit, action or other proceeding shall have been threatened or instituted to treat restrain, enjoin or otherwise prevent the Relevant Transactions and consummation of this Agreement or the other transactions contemplated by this Agreement in accordance with Purchaser’s determination in Section 6.16hereby; (xxiiif) payoff letters Purchaser shall have obtained debt and related Encumbranceequity financing to pay the Purchase Price; (g) Washington State Liquor Control Board shall have approved a full on-release documentation (including, if applicable, UCC-3 termination statements), each in a form reasonably satisfactory to the Parties and duly executed by the holders of the secured Indebtednesspremises liquor license for Purchaser; and (xxiv) all books and records of Sellers described in Section 2.2(a)(xiv). (dh) The UAW Collective Bargaining Agreement shall have been ratified by Title Company will issue a title policy along with endorsements as Purchaser deems necessary and appropriate based on the membership, shall have been assumed by the applicable Sellers and assigned to Purchaser, and shall be in full force and effectTitle Commitment. (e) The UAW Retiree Settlement Agreement shall have been executed and delivered by the UAW and shall have been approved by the Bankruptcy Court as part of the Sale Approval Order. (f) The Canadian Operations Continuation Agreement shall have been executed and delivered by the parties thereto in the form previously distributed among them.

Conditions to Obligations of Purchaser. The obligations of Purchaser to consummate the transactions contemplated by this Agreement are hereby shall be subject to the fulfillment satisfaction at or written waiver, prior to or at the Closing, of each Closing of the following additional conditions; provided, howeverany or all of which may be waived by Purchaser, that in no event may Purchaser waive whole or in part, to the conditions contained in Section 7.2(d) or Section 7.2(e):extent permitted by applicable Law: (a) Each of the The representations and warranties of Sellers contained (i) set forth in ARTICLE IV of this Agreement Article 3 hereof (other than in Sections 3.1, 3.2(a), 3.4, 3.5, 3.6(b) and 3.6(c)) shall be true and correct as of the Closing Date (disregarding for the purposes of such determination any qualification all qualifications or limitations as to materiality “materiality” or “Material Adverse Effect” and words of similar import set forth therein), as though such representations and warranties had been made on and as of the Closing Date (except that representations and warranties that are made as of a specified date need be true and correct in all respects only as of such date), except where the failure of any such representation or warranty to be so true and correct, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect; (ii) set forth in Sections 3.1, 3.2(a), 3.4, 3.5, 3.6(b) and 3.6(c) (other than the last sentence of Section 3.6(c)) shall be true and correct in all respects as of the Closing Date as if though made on the Closing Date (except for that representations and warranties that speak are made as of a specific specified date or time, which representations need be true and warranties correct in all respects only as of such date); and (iii) set forth in the last sentence of Section 3.6(c) shall be true and correct in all material respects as of the Closing Date as though made on the Closing Date (except that representations and warranties that are made as of a specified date need be true and correct in all material respects only as of such date or timedate), except to the extent that any breaches of such representations and warranties, individually or in the aggregate, have not had, or would not reasonably be expected to have, a Material Adverse Effect. (b) Sellers . Seller shall have duly performed or and complied in all material respects with all agreements and obligations contained herein required by this Agreement to be performed or complied with by Sellers it at or prior to or at the Closing. (cb) Sellers Seller shall have delivered, or caused delivered to be delivered, to Purchaser: (i) Purchaser a certificate executed as of dated the Closing Date and signed by a duly authorized representative senior executive officer as to the fulfillment of Sellers, on behalf of Sellers and not in such authorized representative’s individual capacity, certifying that the conditions set forth in Section 7.2(a) and Section 7.2(b) have been satisfied; (ii) the Equity Registration Rights Agreement, duly executed by Parent; (iii) stock certificates or membership interest certificates, if any, evidencing the Transferred Equity Interests (other than in respect of the Equity Interests held by Sellers in RHI, Promark Global Advisors Limited, Promark Investments Trustees Limited and the Delayed Closing Entities, which the Parties agree may be transferred following the Closing in accordance with Section 6.30, Section 6.34 and Section 6.35), duly endorsed in blank or accompanied by stock powers (or similar documentation) duly endorsed in blank, in proper form for transfer to Purchaser, including any required stamps affixed thereto; (iv) an omnibus ▇▇▇▇ of sale, substantially in the form attached hereto as Exhibit P (the “▇▇▇▇ of Sale”), together with transfer tax declarations and all other instruments of conveyance that are necessary to effect transfer to Purchaser of title to the Purchased Assets, each in a form reasonably satisfactory to the Parties and duly executed by the appropriate Seller; (v) an omnibus assignment and assumption agreement, substantially in the form attached hereto as Exhibit Q (the “Assignment and Assumption Agreement”), together with all other instruments of assignment and assumption that are necessary to transfer the Purchased Contracts and Assumed Liabilities to Purchaser, each in a form reasonably satisfactory to the Parties and duly executed by the appropriate Seller; (vi) a novation agreement, substantially in the form attached hereto as Exhibit R (the “Novation Agreement”), duly executed by Sellers and the appropriate United States Governmental Authorities; (vii) a government related subcontract agreement, substantially in the form attached hereto as Exhibit S (the “Government Related Subcontract Agreement”), duly executed by Sellers; (viii) an omnibus intellectual property assignment agreement, substantially in the form attached hereto as Exhibit T (the “Intellectual Property Assignment Agreement”), duly executed by Sellers; (ix) a transition services agreement, substantially in the form attached hereto as Exhibit U (the “Transition Services Agreement”), duly executed by Sellers; (x) all quitclaim deeds or deeds without warranty (or equivalents for those parcels of Owned Real Property located in jurisdictions outside of the United States), in customary form, subject only to Permitted Encumbrances, conveying the Owned Real Property to Purchaser (the “Quitclaim Deeds”), duly executed by the appropriate Seller; (xi) all required Transfer Tax or sales disclosure forms relating to the Transferred Real Property (the “Transfer Tax Forms”), duly executed by the appropriate Seller; (xii) an assignment and assumption of the leases and subleases underlying the Leased Real Property, in substantially the form attached hereto as Exhibit V (the “Assignment and Assumption of Real Property Leases”), together with such other instruments of assignment and assumption that are necessary to transfer the leases and subleases underlying the Leased Real Property located in jurisdictions outside of the United States, each duly executed by Sellers; provided, however, that if it is required for the assumption and assignment of any lease or sublease underlying a Leased Real Property that a separate assignment and assumption for such lease or sublease be executed, then a separate assignment and assumption of such lease or sublease shall be executed in a form substantially similar to Exhibit V or as otherwise required to assume or assign such Leased Real Property; (xiii) an assignment and assumption of the lease in respect of the premises located at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, substantially in the form attached hereto as Exhibit W (the “Assignment and Assumption of Harlem Lease”), duly executed by Harlem; (xiv) an omnibus lease agreement in respect of the lease of certain portions of the Excluded Real Property that is owned real property, substantially in the form attached hereto as Exhibit X (the “Master Lease Agreement”), duly executed by Parent; (xv) [Reserved]; (xvi) the Saginaw Service Contracts, if required, duly executed by the appropriate Seller; (xvii) any easement agreements required under Section 6.27(c), duly executed by the appropriate Seller; (xviii) the Subdivision Master Lease, if required, duly executed by the appropriate Sellers; (xix) a certificate of an officer of each Seller (A) certifying that attached to such certificate are true and complete copies of (1) such Seller’s Organizational Documents, each as amended through and in effect on the Closing Date and (2) resolutions of the board of directors of such Seller, authorizing the execution, delivery and performance of this Agreement and the Ancillary Agreements to which such Seller is a party, the consummation of the transactions contemplated by this Agreement and such Ancillary Agreements and the matters set forth in Section 6.16(e), and (B) certifying as to the incumbency of the officer(s) of such Seller executing this Agreement and the Ancillary Agreements to which such Seller is a party; (xx) a certificate in compliance with Treas. Reg. §1.1445-2(b)(2) that each Seller is not a foreign person as defined under Section 897 of the Tax Code; (xxi) a certificate of good standing for each Seller from the Secretary of State of the State of Delaware; (xxii) their written agreement to treat the Relevant Transactions and the other transactions contemplated by this Agreement in accordance with Purchaser’s determination in Section 6.16; (xxiii) payoff letters and related Encumbrance-release documentation (including, if applicable, UCC-3 termination statements), each in a form reasonably satisfactory to the Parties and duly executed by the holders of the secured Indebtedness; and (xxiv) all books and records of Sellers described in Section 2.2(a)(xiv7.3(a). (d) The UAW Collective Bargaining Agreement shall have been ratified by the membership, shall have been assumed by the applicable Sellers and assigned to Purchaser, and shall be in full force and effect. (e) The UAW Retiree Settlement Agreement shall have been executed and delivered by the UAW and shall have been approved by the Bankruptcy Court as part of the Sale Approval Order. (f) The Canadian Operations Continuation Agreement shall have been executed and delivered by the parties thereto in the form previously distributed among them.

Conditions to Obligations of Purchaser. The obligations of Purchaser to consummate the transactions contemplated by this Agreement are with respect to the Initial Closing shall be subject to the fulfillment satisfaction or written waiver, waiver by Purchaser at or prior to or at the Closing, Initial Closing Date of each of the following conditions; provided, however, that in no event may Purchaser waive the conditions contained in Section 7.2(d) or Section 7.2(e):: (a) Each The representations and warranties of each Seller and each Initial Acquired Company contained herein and in the Additional Representations Certificate shall have been accurate, true and correct in all material respects (except that all such representations and warranties that are qualified by Material Adverse Effect or Individual Material Adverse Effect shall be true and correct in all respects) on and as of the date hereof and as of the date of the Additional Representations Certificate, respectively; PROVIDED, HOWEVER, that the representations and warranties of Sellers contained in ARTICLE IV SECTIONS 4.1(a), 4.2, 4.4(a), 4.4(c), 4.10, 4.12 and 4.13 and of this Agreement Sellers and the applicable Acquired Companies contained in Section 1.1 of the Additional Representations Certificate shall also be accurate, true and correct (disregarding for the purposes of such determination any qualification as to materiality or Material Adverse Effect) as of the Closing Date as if made on the Closing Date in all material respects (except for that all such representations and warranties that speak as of a specific date are qualified by Material Adverse Effect or time, which representations and warranties Individual Material Adverse Effect shall be accurate, true and correct only in all respects) on and as of such date the Initial Closing Date with the same force and effect as though made by Sellers and the applicable Acquired Companies on and as of the Initial Closing Date; PROVIDED, FURTHER, that if one or time), except to the extent that any breaches more of such representations or warranties are not accurate, true and warrantiescorrect in all material respects on and as of any such date, individually the condition precedent in this SECTION 7.2(a) shall nevertheless be deemed satisfied unless the inaccuracy, falsity or in the aggregate, have not had, incorrectness of such representations or warranties would not reasonably be expected to havehave a Material Adverse Effect or a material adverse effect on the ability of Sellers to consummate the transactions contemplated by this Agreement. (b) Each Seller shall have performed and complied in all material respects with all of its covenants and obligations contained in this Agreement to be performed and complied with by it on or prior to the Initial Closing Date. (c) Each Seller shall have delivered to Purchaser a certificate dated as of the Initial Closing Date, signed by a senior officer of such Seller, certifying as to compliance with SECTIONS 7.2(a) and 7.2(b). (d) Since the date of this Agreement, there shall not have occurred any event or development that has had or that would reasonably be expected to have a Material Adverse Effect. (be) Sellers shall have performed or complied in all material respects with all agreements and obligations required by this Agreement to be performed or complied with by Sellers For the period from December 1, 2003 through the end of the most recently completed full fiscal quarter the last day of which is at least thirty (30) days prior to the Initial Closing Date (the "INITIAL REVENUE DETERMINATION PERIOD"), the Revenue of the Initial Acquired Companies subject to the Initial Closing (the "ACTUAL INITIAL REVENUE AMOUNT") shall equal or at exceed the Closing. (c) Sellers Initial Revenue Threshold Amount. The "INITIAL REVENUE AMOUNT" shall have delivered, or caused to be delivered, to Purchaser: equal the product of (i) a certificate executed as the Revenues of such Initial Acquired Companies for the Closing Date by a duly authorized representative of Sellersyear ended November 30, on behalf of Sellers and not in such authorized representative’s individual capacity, certifying that the conditions set forth in Section 7.2(a) and Section 7.2(b) have been satisfied; 2003 MULTIPLIED BY (ii) a fraction, the Equity Registration Rights Agreement, duly executed by Parent; (iii) stock certificates or membership interest certificates, if any, evidencing numerator of which is the Transferred Equity Interests (other than in respect total number of full fiscal quarters elapsed during the Equity Interests held by Sellers in RHI, Promark Global Advisors Limited, Promark Investments Trustees Limited Initial Revenue Determination Period and the Delayed Closing Entitiesdenominator of which is four (4); PROVIDED, which the Parties agree may be transferred following the Closing in accordance with Section 6.30, Section 6.34 and Section 6.35), duly endorsed in blank or accompanied by stock powers (or similar documentation) duly endorsed in blank, in proper form for transfer to Purchaser, including any required stamps affixed thereto; (iv) an omnibus ▇▇▇▇ of sale, substantially in the form attached hereto as Exhibit P (the “▇▇▇▇ of Sale”), together with transfer tax declarations and all other instruments of conveyance that are necessary to effect transfer to Purchaser of title to the Purchased Assets, each in a form reasonably satisfactory to the Parties and duly executed by the appropriate Seller; (v) an omnibus assignment and assumption agreement, substantially in the form attached hereto as Exhibit Q (the “Assignment and Assumption Agreement”), together with all other instruments of assignment and assumption that are necessary to transfer the Purchased Contracts and Assumed Liabilities to Purchaser, each in a form reasonably satisfactory to the Parties and duly executed by the appropriate Seller; (vi) a novation agreement, substantially in the form attached hereto as Exhibit R (the “Novation Agreement”), duly executed by Sellers and the appropriate United States Governmental Authorities; (vii) a government related subcontract agreement, substantially in the form attached hereto as Exhibit S (the “Government Related Subcontract Agreement”), duly executed by Sellers; (viii) an omnibus intellectual property assignment agreement, substantially in the form attached hereto as Exhibit T (the “Intellectual Property Assignment Agreement”), duly executed by Sellers; (ix) a transition services agreement, substantially in the form attached hereto as Exhibit U (the “Transition Services Agreement”), duly executed by Sellers; (x) all quitclaim deeds or deeds without warranty (or equivalents for those parcels of Owned Real Property located in jurisdictions outside of the United States), in customary form, subject only to Permitted Encumbrances, conveying the Owned Real Property to Purchaser (the “Quitclaim Deeds”), duly executed by the appropriate Seller; (xi) all required Transfer Tax or sales disclosure forms relating to the Transferred Real Property (the “Transfer Tax Forms”), duly executed by the appropriate Seller; (xii) an assignment and assumption of the leases and subleases underlying the Leased Real Property, in substantially the form attached hereto as Exhibit V (the “Assignment and Assumption of Real Property Leases”), together with such other instruments of assignment and assumption that are necessary to transfer the leases and subleases underlying the Leased Real Property located in jurisdictions outside of the United States, each duly executed by Sellers; provided, howeverHOWEVER, that if it is required for purposes of this calculation, the assumption and assignment impact of any lease or sublease underlying a Leased Real Property that a separate assignment and assumption for such lease or sublease be executed, then a separate assignment and assumption Action of Divestiture taken pursuant to this Agreement on the Revenue of such lease or sublease Initial Acquired Companies shall be executed in a form substantially similar to Exhibit V or as otherwise required to assume or assign such Leased Real Property; (xiii) an assignment and assumption of the lease in respect of the premises located at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, substantially in the form attached hereto as Exhibit W (the “Assignment and Assumption of Harlem Lease”), duly executed by Harlem; (xiv) an omnibus lease agreement in respect of the lease of certain portions of the Excluded Real Property that is owned real property, substantially in the form attached hereto as Exhibit X (the “Master Lease Agreement”), duly executed by Parent; (xv) [Reserved]; (xvi) the Saginaw Service Contracts, if required, duly executed by the appropriate Seller; (xvii) any easement agreements required under Section 6.27(c), duly executed by the appropriate Seller; (xviii) the Subdivision Master Lease, if required, duly executed by the appropriate Sellers; (xix) a certificate of an officer of each Seller (A) certifying that attached to such certificate are true and complete copies of (1) such Seller’s Organizational Documents, each as amended through and in effect on the Closing Date and (2) resolutions of the board of directors of such Seller, authorizing the execution, delivery and performance of this Agreement and the Ancillary Agreements to which such Seller is a party, the consummation of the transactions contemplated by this Agreement and such Ancillary Agreements and the matters set forth in Section 6.16(e), and (B) certifying as to the incumbency of the officer(s) of such Seller executing this Agreement and the Ancillary Agreements to which such Seller is a party; (xx) a certificate in compliance with Treas. Reg. §1.1445-2(b)(2) that each Seller is not a foreign person as defined under Section 897 of the Tax Code; (xxi) a certificate of good standing for each Seller from the Secretary of State of the State of Delaware; (xxii) their written agreement to treat the Relevant Transactions and the other transactions contemplated by this Agreement in accordance with Purchaser’s determination in Section 6.16; (xxiii) payoff letters and related Encumbrance-release documentation (including, if applicable, UCC-3 termination statements), each in a form reasonably satisfactory to the Parties and duly executed by the holders of the secured Indebtedness; and (xxiv) all books and records of Sellers described in Section 2.2(a)(xiv)disregarded. (d) The UAW Collective Bargaining Agreement shall have been ratified by the membership, shall have been assumed by the applicable Sellers and assigned to Purchaser, and shall be in full force and effect. (e) The UAW Retiree Settlement Agreement shall have been executed and delivered by the UAW and shall have been approved by the Bankruptcy Court as part of the Sale Approval Order. (f) The Canadian Operations Continuation Agreement shall have been executed and delivered by the parties thereto in the form previously distributed among them.

Conditions to Obligations of Purchaser. The obligations obligation of Purchaser to consummate consummate, or cause to be consummated, the transactions contemplated by this Agreement are is subject to the fulfillment or written waiver, prior to or at the Closing, of each satisfaction of the following additional conditions; provided, however, that any one or more of which may be waived in no event may Purchaser waive the conditions contained in Section 7.2(d) or Section 7.2(e):writing by Purchaser: (a) Each each of the representations and warranties of Sellers contained in ARTICLE IV of this Agreement shall be true and correct (disregarding for the purposes of such determination any qualification as to materiality or Material Adverse Effect) in all material respects as of the Closing Date Date, as if made anew on the Closing Date and as of such date (except for with respect to representations and warranties that speak as of a specific date or timeto an earlier date, which representations and warranties shall be true and correct only in all material respects on and as of such date or timeearlier date), except to the extent that any breaches of such representations and warranties, individually or in the aggregate, have not had, or would not reasonably be expected to have, a Material Adverse Effect.; (b) each of the covenants and agreements of Sellers to be performed as of or prior to the Closing shall have been performed or complied in all material respects with all agreements and obligations required by this Agreement to be performed or complied with by Sellers prior to or at the Closing.respects; (c) Sellers since the date of this Agreement, there shall not have occurred any Material Adverse Effect; (d) Equity Seller shall have delivereddelivered to Purchaser a certificate, or caused to be deliveredsigned by an officer of Equity Seller, to Purchaser: (i) a certificate executed as of dated the Closing Date by a duly authorized representative of SellersDate, certifying, on behalf of Sellers Sellers, that, to the knowledge and not in belief of such authorized representative’s individual capacityofficer, certifying that the conditions set forth specified in Section 7.2(a10.2(a) and Section 7.2(b10.2(b) have been satisfied; (iie) the Equity Registration Rights Agreement, duly executed by ParentSellers shall have delivered to Purchaser all third party consents set forth on Schedule 10.2(e); (iiif) stock certificates or membership interest certificates, if any, evidencing the Transferred Equity Interests (other than in respect The members of the Equity Interests held by Sellers in RHIAcquired Entity shall have authorized and approved the Amendment to the JV Agreement, Promark Global Advisors Limited, Promark Investments Trustees Limited and with such Amendment to the Delayed Closing Entities, which JV Agreement to be effective as of the Parties agree may be transferred following the Closing in accordance with Section 6.30, Section 6.34 and Section 6.35), duly endorsed in blank or accompanied by stock powers (or similar documentation) duly endorsed in blank, in proper form for transfer to Purchaser, including any required stamps affixed theretoClosing; (ivg) an omnibus ▇▇▇▇ of sale, substantially in the form attached hereto as Exhibit P (the “▇▇▇▇ of Sale”), together with transfer tax declarations and all other instruments of conveyance that are necessary to effect transfer Each Seller shall have delivered to Purchaser of title to the Purchased Assets, each in a form reasonably satisfactory to the Parties and duly executed by the appropriate Seller; (v) an omnibus assignment and assumption agreement, substantially in the form attached hereto non-foreign affidavit dated as Exhibit Q (the “Assignment and Assumption Agreement”), together with all other instruments of assignment and assumption that are necessary to transfer the Purchased Contracts and Assumed Liabilities to Purchaser, each in a form reasonably satisfactory to the Parties and duly executed by the appropriate Seller; (vi) a novation agreement, substantially in the form attached hereto as Exhibit R (the “Novation Agreement”), duly executed by Sellers and the appropriate United States Governmental Authorities; (vii) a government related subcontract agreement, substantially in the form attached hereto as Exhibit S (the “Government Related Subcontract Agreement”), duly executed by Sellers; (viii) an omnibus intellectual property assignment agreement, substantially in the form attached hereto as Exhibit T (the “Intellectual Property Assignment Agreement”), duly executed by Sellers; (ix) a transition services agreement, substantially in the form attached hereto as Exhibit U (the “Transition Services Agreement”), duly executed by Sellers; (x) all quitclaim deeds or deeds without warranty (or equivalents for those parcels of Owned Real Property located in jurisdictions outside of the United States)Closing Date, sworn under penalty of perjury and in customary form, subject only form and substance required under the Treasury Regulations issued pursuant to Permitted Encumbrances, conveying the Owned Real Property to Purchaser (the “Quitclaim Deeds”), duly executed by the appropriate Seller; (xi) all required Transfer Tax or sales disclosure forms relating to the Transferred Real Property (the “Transfer Tax Forms”), duly executed by the appropriate Seller; (xii) an assignment and assumption Section 1445 of the leases and subleases underlying the Leased Real Property, in substantially the form attached hereto as Exhibit V (the “Assignment and Assumption of Real Property Leases”), together with Code stating that such other instruments of assignment and assumption that are necessary to transfer the leases and subleases underlying the Leased Real Property located in jurisdictions outside of the United States, each duly executed by Sellers; provided, however, that if it is required for the assumption and assignment of any lease or sublease underlying a Leased Real Property that a separate assignment and assumption for such lease or sublease be executed, then a separate assignment and assumption of such lease or sublease shall be executed in a form substantially similar to Exhibit V or as otherwise required to assume or assign such Leased Real Property; (xiii) an assignment and assumption of the lease in respect of the premises located at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, substantially in the form attached hereto as Exhibit W (the “Assignment and Assumption of Harlem Lease”), duly executed by Harlem; (xiv) an omnibus lease agreement in respect of the lease of certain portions of the Excluded Real Property that is owned real property, substantially in the form attached hereto as Exhibit X (the “Master Lease Agreement”), duly executed by Parent; (xv) [Reserved]; (xvi) the Saginaw Service Contracts, if required, duly executed by the appropriate Seller; (xvii) any easement agreements required under Section 6.27(c), duly executed by the appropriate Seller; (xviii) the Subdivision Master Lease, if required, duly executed by the appropriate Sellers; (xix) a certificate of an officer of each Seller (A) certifying that attached to such certificate are true and complete copies of (1) such Seller’s Organizational Documents, each as amended through and in effect on the Closing Date and (2) resolutions of the board of directors of such Seller, authorizing the execution, delivery and performance of this Agreement and the Ancillary Agreements to which such Seller is a party, the consummation of the transactions contemplated by this Agreement and such Ancillary Agreements and the matters set forth in Section 6.16(e), and (B) certifying as to the incumbency of the officer(s) of such Seller executing this Agreement and the Ancillary Agreements to which such Seller is a party; (xx) a certificate in compliance with Treas. Reg. §1.1445-2(b)(2) that each Seller is not a foreign person as defined under in Section 897 1445 of the Tax Code; (xxih) The Acquired Entity shall have established a certificate of good standing separate bank account for each Seller from the Secretary of State of P109 Project and all Retained P109 Cash shall have been deposited in such separate bank account for the State of DelawareP109 Project; (xxiii) their written agreement Seller shall have complied with the bulk sales notice and filing requirements pursuant to treat Section 6107 of the Relevant Transactions and the other transactions contemplated by this Agreement in accordance with Purchaser’s determination in Section 6.16Guam Uniform Commercial Code; (xxiiij) payoff letters Environmental Chemical Corporation, a Kentucky corporation and related Encumbrance-release documentation a member of the Acquired Entity (including, if applicable, UCC-3 termination statements“ECC”), each shall have executed and delivered to Purchaser, in a form approved by Purchaser in its discretion, an agreement (the “ECC Release and Waiver”) stating that ECC agrees that it waives, releases and covenants not to make any claims against (i) Purchaser or any of its Affiliates related to amounts owed to ECC or the Acquired Entity by Equity Seller or any of its Affiliates or (ii) the P-109 Project in connection with any matter occurring on or prior to the Closing or any act or omission of Equity Seller or any of its Affiliates, except for (x) $347,353.32 to be paid by Pernix as follows: $150,000 shall be paid within five (5) days after Equity Seller’s membership interest in Acquired Entity is transferred to Purchaser, and (b) the balance of $197,353.52 shall be paid on or before July 31, 2015, and (y) ECC’s right to pursue change orders requests in the ECC MEC P-109 Subcontract in the amount of $181,888.92 as described in Exhibit A to the ECC Release and Waiver; (k) Liberty shall have executed and delivered to Purchaser an agreement substantially in the form attached as Exhibit H hereto; (l) Zurich shall have executed and delivered to Liberty an agreement, in form and substance reasonably acceptable to Purchaser, indemnifying Liberty from any claims made with respect to the P109 Bond issued by Liberty; (m) Asset Seller shall have paid all Accrued Vacation Amounts to the employees hired by Purchaser pursuant to Section 8.2(a); and (n) The U.S. Navy shall have agreed in writing to the replacement of Liberty’s bond on the P109 Project with a new bond on the P109 Project from Zurich, in a form reasonably satisfactory to the Parties and duly executed by the holders of the secured Indebtedness; and (xxiv) all books and records of Sellers described in Section 2.2(a)(xiv). (d) The UAW Collective Bargaining Agreement shall have been ratified by the membership, shall have been assumed by the applicable Sellers and assigned acceptable to Purchaser, and shall be in full force and effect. (e) The UAW Retiree Settlement Agreement such agreement shall have been executed and delivered by the UAW and shall have been approved by the Bankruptcy Court as part to Purchaser; provided however that replacement or return of the Sale Approval OrderLiberty bond shall be deemed to be such an agreement in writing. (f) The Canadian Operations Continuation Agreement shall have been executed and delivered by the parties thereto in the form previously distributed among them.

Conditions to Obligations of Purchaser. The obligations obligation of the Purchaser to consummate the transactions contemplated by this Agreement are Closing is subject to the fulfillment satisfaction, or written waiver, prior to or the waiver at the ClosingPurchaser’s sole and absolute discretion, of each of all the following further conditions; provided, however, that in no event may Purchaser waive the conditions contained in Section 7.2(d) or Section 7.2(e):: (a) Each The Company shall have duly performed all of its obligations hereunder required to be performed by it at or prior to the Closing Date. (b) The representations and warranties of Sellers the Company contained in ARTICLE IV of this Agreement Agreement, and in any certificate or other writing delivered by the Company pursuant hereto, disregarding all qualifications and exceptions contained therein relating to materiality, shall be true true, correct and correct (disregarding for the purposes of such determination any qualification as to materiality or Material Adverse Effect) complete in all material respects at and as of the Closing Date Date, as if made on the Closing Date at and as of such date (except for representations and warranties that speak to the extent expressly made as of a specific date or timean earlier date, in which representations and warranties shall be true and correct case only as of such date or timedate), except to where the extent that any breaches failure of such representations and warrantieswarranties to be so true and correct, individually or in the aggregate, have has not had, or and would not reasonably be expected to have, a Material Adverse Effect. (b) Sellers shall have performed or complied in all material respects with all agreements and obligations required by this Agreement to be performed or complied with by Sellers prior to or at the Closing.; (c) Sellers The Company, the Members and the Members’ Representative, as applicable, shall have delivered, or caused executed and delivered to be delivered, the Purchaser a copy of each Additional Agreement to Purchaser:which it is a party. (id) The Members shall have executed and delivered to the Purchaser the Standstill Letter. (e) Purchaser shall have received a certificate executed as signed by the Chief Financial Officer of the Closing Date by a duly authorized representative of Sellers, on behalf of Sellers and not in such authorized representative’s individual capacity, certifying Company stating that the conditions set forth specified in Section 7.2(a10.2(a) and Section 7.2(b10.2(b) have been satisfied;. (iif) Counsel to the Equity Registration Rights Agreement, duly executed by Parent;Company shall have delivered an opinion in form and substance satisfactory to Purchaser’s counsel. (iiig) stock certificates There shall have been no event, change or membership interest certificatesoccurrence which individually or together with any other event, if anychange or occurrence, evidencing the Transferred Equity Interests (other than in respect could reasonably be expected to have a Material Adverse Effect, regardless of the Equity Interests held by Sellers in RHI, Promark Global Advisors Limited, Promark Investments Trustees Limited and the Delayed Closing Entities, which the Parties agree may be transferred following the Closing in accordance with Section 6.30, Section 6.34 and Section 6.35), duly endorsed in blank or accompanied by stock powers (or similar documentation) duly endorsed in blank, in proper form for transfer to Purchaser, including any required stamps affixed thereto;whether it involved a known risk. (ivh) an omnibus ▇▇. ▇▇ of sale, substantially in the form attached hereto as Exhibit P (the “▇▇▇▇ of Sale”), together with transfer tax declarations and all other instruments of conveyance that are necessary to effect transfer to Purchaser of title to the Purchased Assets, each in a form reasonably satisfactory to the Parties and duly executed by the appropriate Seller; (v) an omnibus assignment and assumption agreement, substantially in the form attached hereto as Exhibit Q (the “Assignment and Assumption Agreement”), together with all other instruments of assignment and assumption that are necessary to transfer the Purchased Contracts and Assumed Liabilities to Purchaser, each in a form reasonably satisfactory to the Parties and duly executed by the appropriate Seller; (vi) a novation agreement, substantially in the form attached hereto as Exhibit R (the “Novation Agreement”), duly executed by Sellers and the appropriate United States Governmental Authorities; (vii) a government related subcontract agreement, substantially in the form attached hereto as Exhibit S (the “Government Related Subcontract Agreement”), duly executed by Sellers; (viii) an omnibus intellectual property assignment agreement, substantially in the form attached hereto as Exhibit T (the “Intellectual Property Assignment Agreement”), duly executed by Sellers; (ix) a transition services agreement, substantially in the form attached hereto as Exhibit U (the “Transition Services Agreement”), duly executed by Sellers; (x) all quitclaim deeds or deeds without warranty (or equivalents for those parcels of Owned Real Property located in jurisdictions outside of the United States), in customary form, subject only to Permitted Encumbrances, conveying the Owned Real Property to Purchaser (the “Quitclaim Deeds”), duly executed by the appropriate Seller; (xi) all required Transfer Tax or sales disclosure forms relating to the Transferred Real Property (the “Transfer Tax Forms”), duly executed by the appropriate Seller; (xii) an assignment and assumption of the leases and subleases underlying the Leased Real Property, in substantially the form attached hereto as Exhibit V (the “Assignment and Assumption of Real Property Leases”), together with such other instruments of assignment and assumption that are necessary to transfer the leases and subleases underlying the Leased Real Property located in jurisdictions outside of the United States, each duly executed by Sellers; provided, however, that if it is required for the assumption and assignment of any lease or sublease underlying a Leased Real Property that a separate assignment and assumption for such lease or sublease be executed, then a separate assignment and assumption of such lease or sublease shall be executed in a form substantially similar to Exhibit V or as otherwise required to assume or assign such Leased Real Property; (xiii) an assignment and assumption of the lease in respect of the premises located at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, substantially in shall have executed and delivered to the form attached hereto as Exhibit W Purchaser an Assignment Agreement for all of the JR Trust Entities. (i) Purchaser shall have received copies of all required third party consents (including the “Assignment and Assumption consents of Harlem Lease”the landlords under the Leases), duly executed by Harlem;if any, in form and substance reasonably satisfactory to Purchaser, and no such third party consents shall have been revoked. (xivj) an omnibus lease agreement Purchaser shall have received copies of all Governmental Approvals, if any, in respect form and substance reasonably satisfactory to Purchaser, and no such Governmental Approval shall have been revoked. (k) Purchaser shall have received Schedules updated as of the lease of certain portions Closing Date, which shall not be materially different than the Schedules provided as of the Excluded Real Property that is owned real property, substantially in the form attached hereto as Exhibit X (the “Master Lease Agreement”), duly executed by Parent;date hereof. (xvl) [Reserved]; Company shall have provided to Purchaser estoppel certificates from each of Company’s ten (xvi10) largest franchisees for the Saginaw Service ContractsCompany’s December 31, if required, duly executed by the appropriate Seller; (xvii) any easement agreements required under Section 6.27(c), duly executed by the appropriate Seller; (xviii) the Subdivision Master Lease, if required, duly executed by the appropriate Sellers; (xix) a certificate of an officer of each Seller (A) certifying that attached to such certificate are true 2018 and complete copies of (1) such Seller’s Organizational Documents, each as amended through and in effect on 2019 fiscal years If the Closing Date and (2) resolutions of the board of directors of such Selleroccurs, authorizing the execution, delivery and performance of this Agreement and the Ancillary Agreements to which such Seller is a party, the consummation of the transactions contemplated by this Agreement and such Ancillary Agreements and the matters all Closing conditions set forth in Section 6.16(e), 10.1 and (B) certifying Section 10.2 that have not been fully satisfied as to the incumbency of the officer(s) of such Seller executing this Agreement and the Ancillary Agreements Closing will be deemed to which such Seller is a party; (xx) a certificate in compliance with Treas. Reg. §1.1445-2(b)(2) that each Seller is not a foreign person as defined under Section 897 of the Tax Code; (xxi) a certificate of good standing for each Seller from the Secretary of State of the State of Delaware; (xxii) their written agreement to treat the Relevant Transactions and the other transactions contemplated by this Agreement in accordance with Purchaser’s determination in Section 6.16; (xxiii) payoff letters and related Encumbrance-release documentation (including, if applicable, UCC-3 termination statements), each in a form reasonably satisfactory to the Parties and duly executed by the holders of the secured Indebtedness; and (xxiv) all books and records of Sellers described in Section 2.2(a)(xiv). (d) The UAW Collective Bargaining Agreement shall have been ratified waived by the membership, shall have been assumed by the applicable Sellers and assigned to Purchaser, and shall be in full force and effect. (e) The UAW Retiree Settlement Agreement shall have been executed and delivered by the UAW and shall have been approved by the Bankruptcy Court as part of the Sale Approval Order. (f) The Canadian Operations Continuation Agreement shall have been executed and delivered by the parties thereto in the form previously distributed among them.

Conditions to Obligations of Purchaser. The obligations of Purchaser to consummate the transactions contemplated by this Agreement are shall be subject to the fulfillment satisfaction or written waiver, waiver at or prior to or at the Closing, Closing of each of the following conditions; provided, however, that in no event may Purchaser waive the conditions contained in Section 7.2(d) or Section 7.2(e):: (a) Each of the representations Sellers shall have performed and warranties of complied with all agreements and covenants required to be performed and complied with by Sellers contained in ARTICLE IV of under this Agreement shall be true and correct (disregarding for at or prior to the purposes of such determination any qualification as to materiality or Material Adverse Effect) as of the Closing Date as if made on the Closing Date (Closing, except for representations and warranties that speak such non-performance or non-compliance as of a specific date or time, which representations and warranties shall be true and correct only as of such date or time), except to the extent that any breaches of such representations and warrantieswould not, individually or in the aggregate, have not had, or would not reasonably be expected to have, have a Material Adverse Effect. (b) The warranties of Sellers in Article II of this Agreement that are qualified as to materiality shall have performed or complied be true and correct, and those that are not so qualified shall be true and correct in all material respects at and as of the date hereof and at and as of the Closing Date (except in the case of any warranty that by its terms is made as of a date specified therein, in which case any such warranty that is qualified as to materiality shall be true and correct, and any such warranty not so qualified shall be true and correct in all material respects, as of such date), except where the failure of such warranties to be in compliance with the standard set forth above in this clause 5.02(b) would not have a Material Adverse Effect. (c) Purchaser shall have received from Sellers (i) the certificates and instruments referred to in Section 1.04(a) and (ii) evidence reasonably satisfactory to Purchaser that (x) the aggregate number of Containers owned by the Subject Company shall not be less than 4,100 units, and that (y) the Subject Company owns substantially all agreements of the Containers in its fleet, free and obligations clear of any Lien other than Closing Date Permitted Liens and that no Container is subject to a finance lease with the Subject Company as lessee. (d) Purchaser shall have received from Sellers a certificate signed by an appropriate officer of Sellers as to Sellers’ compliance with the conditions set forth in clauses (a) and (b) of this Section 5.02. (e) No Law shall have been enacted, entered or promulgated prohibiting the consummation of the transactions contemplated hereby and no Judgment shall have been entered permanently restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated hereby. (f) All material filings required by any Governmental Authority under applicable Laws contemplated by this Agreement shall have been made and any required waiting period under such laws applicable to the transactions contemplated by this Agreement shall have expired or been earlier terminated. (g) The resignations required pursuant to Section 4.07 above shall have been duly executed and delivered to Purchaser. (h) All Scheduled Consents shall have been obtained, given or made. (i) Purchaser shall have received from Sellers: (i) a copy of the resolutions of the board of directors or managers of the Sellers approving the transactions contemplated by this Agreement to be performed or complied with by Sellers prior to or at the Closing. (c) Sellers shall have delivered, or caused to be delivered, to Purchaser: (i) a certificate executed as of the Closing Date by a duly authorized representative of Sellers, on behalf of Sellers and not in such authorized representative’s individual capacity, certifying that the conditions set forth in Section 7.2(a) and Section 7.2(b) have been satisfied;certified by each Seller; and (ii) a copy of the Equity Registration Rights Agreementarticles of association for Sellers, duly executed certified by Parent;its secretary and dated as of or about the Closing Date; and (iii) stock certificates or membership interest certificates, if any, evidencing the Transferred Equity Interests (other than in respect of the Equity Interests held by Sellers in RHI, Promark Global Advisors Limited, Promark Investments Trustees Limited and the Delayed Closing Entities, which the Parties agree may be transferred following the Closing in accordance with Section 6.30, Section 6.34 and Section 6.35), duly endorsed in blank or accompanied by stock powers (or similar documentation) duly endorsed in blank, in proper form for transfer to Purchaser, including any required stamps affixed thereto; (iv) an omnibus ▇▇▇▇ of sale, substantially in the form attached hereto as Exhibit P (the “▇▇▇▇ of Sale”), together with transfer tax declarations and all other instruments of conveyance that are necessary to effect transfer to Purchaser of title to the Purchased Assets, each in a form reasonably satisfactory to the Parties and duly executed by the appropriate Seller; (v) an omnibus assignment and assumption agreement, substantially in the form attached hereto as Exhibit Q (the “Assignment and Assumption Agreement”), together with all other instruments of assignment and assumption that are necessary to transfer the Purchased Contracts and Assumed Liabilities to Purchaser, each in a form reasonably satisfactory to the Parties and duly executed by the appropriate Seller; (vi) a novation agreement, substantially in the form attached hereto as Exhibit R (the “Novation Agreement”), duly executed by Sellers and the appropriate United States Governmental Authorities; (vii) a government related subcontract agreement, substantially in the form attached hereto as Exhibit S (the “Government Related Subcontract Agreement”), duly executed by Sellers; (viii) an omnibus intellectual property assignment agreement, substantially in the form attached hereto as Exhibit T (the “Intellectual Property Assignment Agreement”), duly executed by Sellers; (ix) a transition services agreement, substantially in the form attached hereto as Exhibit U (the “Transition Services Agreement”), duly executed by Sellers; (x) all quitclaim deeds or deeds without warranty (or equivalents for those parcels of Owned Real Property located in jurisdictions outside of the United States), in customary form, subject only to Permitted Encumbrances, conveying the Owned Real Property to Purchaser (the “Quitclaim Deeds”), duly executed by the appropriate Seller; (xi) all required Transfer Tax or sales disclosure forms relating to the Transferred Real Property (the “Transfer Tax Forms”), duly executed by the appropriate Seller; (xii) an assignment and assumption of the leases and subleases underlying the Leased Real Property, in substantially the form attached hereto as Exhibit V (the “Assignment and Assumption of Real Property Leases”), together with such other instruments of assignment and assumption that are necessary to transfer the leases and subleases underlying the Leased Real Property located in jurisdictions outside of the United States, each duly executed by Sellers; provided, however, that if it is required for the assumption and assignment of any lease or sublease underlying a Leased Real Property that a separate assignment and assumption for such lease or sublease be executed, then a separate assignment and assumption of such lease or sublease shall be executed in a form substantially similar to Exhibit V or as otherwise required to assume or assign such Leased Real Property; (xiii) an assignment and assumption of the lease in respect of the premises located at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, substantially in the form attached hereto as Exhibit W (the “Assignment and Assumption of Harlem Lease”), duly executed by Harlem; (xiv) an omnibus lease agreement in respect of the lease of certain portions of the Excluded Real Property that is owned real property, substantially in the form attached hereto as Exhibit X (the “Master Lease Agreement”), duly executed by Parent; (xv) [Reserved]; (xvi) the Saginaw Service Contracts, if required, duly executed by the appropriate Seller; (xvii) any easement agreements required under Section 6.27(c), duly executed by the appropriate Seller; (xviii) the Subdivision Master Lease, if required, duly executed by the appropriate Sellers; (xix) a certificate of an officer signed resignations of each Seller (A) certifying that attached to such certificate are true and complete copies of (1) such Seller’s Organizational Documents, each as amended through and in effect on the Closing Date and (2) resolutions member of the board of directors from the Subject Company. (j) Purchaser shall have received from Sellers counterparts of such Seller, authorizing the execution, delivery and performance each Ancillary Agreement duly executed by Sellers. (k) The board of directors of General Finance Corporation shall have approved this Agreement and the Ancillary Agreements to which such Seller is a partytransactions contemplated hereby. (l) ANZ shall have approved this Agreement, the consummation of Subordinated Note and the transactions contemplated by this Agreement hereby and such Ancillary Agreements and the matters set forth in Section 6.16(e)thereby. All certificates, instruments, and (B) certifying as other documents contemplated hereby and required to be delivered by Sellers to effect the incumbency of the officer(s) of such Seller executing this Agreement and the Ancillary Agreements to which such Seller is a party; (xx) a certificate in compliance with Treas. Reg. §1.1445-2(b)(2) that each Seller is not a foreign person as defined under Section 897 of the Tax Code; (xxi) a certificate of good standing for each Seller from the Secretary of State of the State of Delaware; (xxii) their written agreement to treat the Relevant Transactions and the other transactions contemplated by this Agreement in accordance with Purchaser’s determination in Section 6.16; (xxiii) payoff letters and related Encumbrance-release documentation (including, if applicable, UCC-3 termination statements), each in a form hereby shall be reasonably satisfactory to the Parties in form and duly executed by the holders of the secured Indebtedness; and (xxiv) all books and records of Sellers described in Section 2.2(a)(xiv). (d) The UAW Collective Bargaining Agreement shall have been ratified by the membership, shall have been assumed by the applicable Sellers and assigned substance to Purchaser, and shall be in full force and effect. (e) The UAW Retiree Settlement Agreement shall have been executed and delivered by the UAW and shall have been approved by the Bankruptcy Court as part of the Sale Approval Order. (f) The Canadian Operations Continuation Agreement shall have been executed and delivered by the parties thereto in the form previously distributed among them.

Conditions to Obligations of Purchaser. The obligations obligation of Purchaser to consummate the transactions contemplated by this Agreement are Transaction shall be subject to the fulfillment satisfaction at or written waiver, prior to or at the Closing, of each Closing of the following conditions; provided, howeverany or all of which may be waived by Purchaser, that in no event may Purchaser waive whole or in part, to the conditions contained in Section 7.2(d) or Section 7.2(e):extent permitted by applicable Law: (a) Each of (i) the representations and warranties of Sellers contained in ARTICLE IV of this Agreement Seller Fundamental Representations shall be true and correct (disregarding for the purposes of such determination any qualification as to materiality or Material Adverse Effect) in all material respects on and as of the Closing Date with the same force and effect as if though such representations and warranties had been made on the Closing Date (except for such representations and warranties that speak by their express provisions are made as of a specific date or timean earlier date, in which case, as of such earlier date) and (ii) the representations and warranties of Seller contained in this Agreement (other than the Seller Fundamental Representations), disregarding all qualifications contained herein relating to materiality, Material Adverse Effect or similar qualifications, shall be true and correct only on and as of the Closing Date with the same force and effect as though such representations and warranties had been made on the Closing Date (except for such representations and warranties that by their express provisions are made as of an earlier date, in which case, as of such date or timeearlier date), except to the extent that any breaches the failure of such representations and warranties, individually or in the aggregate, have warranties to be true and correct has not had, or and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.; (b) Sellers Seller shall have delivered to Purchaser a certificate dated the Closing Date and signed by a senior executive officer of Seller as to the fulfillment of the conditions set forth in Section 7.03(a); (c) Seller shall have duly performed or and complied in all material respects with all agreements and obligations contained herein required by this Agreement to be performed or complied with by Sellers it at or prior to or at the Closing.; (cd) Sellers no Required Statutory Approvals which have become Final Orders shall have imposed terms or conditions that would reasonably be expected to result in a Burdensome Effect; and (e) Seller shall have delivered, or caused to be delivered, to Purchaser: (i) a certificate executed as of the Closing Date by a duly authorized representative of Sellers, on behalf of Sellers and not in such authorized representative’s individual capacity, certifying that the conditions set forth in Section 7.2(a) and Section 7.2(b) have been satisfied; (ii) the Equity Registration Rights Agreement, duly executed by Parent; (iii) stock certificates or membership interest certificates, if any, evidencing the Transferred Equity Interests (other than in respect of the Equity Interests held by Sellers in RHI, Promark Global Advisors Limited, Promark Investments Trustees Limited and the Delayed Closing Entities, which the Parties agree may Purchaser all items required to be transferred following the Closing delivered in accordance with Section 6.30, Section 6.34 and Section 6.35), duly endorsed in blank or accompanied by stock powers (or similar documentation) duly endorsed in blank, in proper form for transfer to Purchaser, including any required stamps affixed thereto; (iv) an omnibus ▇▇▇▇ of sale, substantially in the form attached hereto as Exhibit P (the “▇▇▇▇ of Sale”), together with transfer tax declarations and all other instruments of conveyance that are necessary to effect transfer to Purchaser of title to the Purchased Assets, each in a form reasonably satisfactory to the Parties and duly executed by the appropriate Seller; (v) an omnibus assignment and assumption agreement, substantially in the form attached hereto as Exhibit Q (the “Assignment and Assumption Agreement”), together with all other instruments of assignment and assumption that are necessary to transfer the Purchased Contracts and Assumed Liabilities to Purchaser, each in a form reasonably satisfactory to the Parties and duly executed by the appropriate Seller; (vi) a novation agreement, substantially in the form attached hereto as Exhibit R (the “Novation Agreement”), duly executed by Sellers and the appropriate United States Governmental Authorities; (vii) a government related subcontract agreement, substantially in the form attached hereto as Exhibit S (the “Government Related Subcontract Agreement”), duly executed by Sellers; (viii) an omnibus intellectual property assignment agreement, substantially in the form attached hereto as Exhibit T (the “Intellectual Property Assignment Agreement”), duly executed by Sellers; (ix) a transition services agreement, substantially in the form attached hereto as Exhibit U (the “Transition Services Agreement”), duly executed by Sellers; (x) all quitclaim deeds or deeds without warranty (or equivalents for those parcels of Owned Real Property located in jurisdictions outside of the United States), in customary form, subject only to Permitted Encumbrances, conveying the Owned Real Property to Purchaser (the “Quitclaim Deeds”), duly executed by the appropriate Seller; (xi) all required Transfer Tax or sales disclosure forms relating to the Transferred Real Property (the “Transfer Tax Forms”), duly executed by the appropriate Seller; (xii) an assignment and assumption of the leases and subleases underlying the Leased Real Property, in substantially the form attached hereto as Exhibit V (the “Assignment and Assumption of Real Property Leases”), together with such other instruments of assignment and assumption that are necessary to transfer the leases and subleases underlying the Leased Real Property located in jurisdictions outside of the United States, each duly executed by Sellers; provided, however, that if it is required for the assumption and assignment of any lease or sublease underlying a Leased Real Property that a separate assignment and assumption for such lease or sublease be executed, then a separate assignment and assumption of such lease or sublease shall be executed in a form substantially similar to Exhibit V or as otherwise required to assume or assign such Leased Real Property; (xiii) an assignment and assumption of the lease in respect of the premises located at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, substantially in the form attached hereto as Exhibit W (the “Assignment and Assumption of Harlem Lease”), duly executed by Harlem; (xiv) an omnibus lease agreement in respect of the lease of certain portions of the Excluded Real Property that is owned real property, substantially in the form attached hereto as Exhibit X (the “Master Lease Agreement”), duly executed by Parent; (xv) [Reserved]; (xvi) the Saginaw Service Contracts, if required, duly executed by the appropriate Seller; (xvii) any easement agreements required under Section 6.27(c), duly executed by the appropriate Seller; (xviii) the Subdivision Master Lease, if required, duly executed by the appropriate Sellers; (xix) a certificate of an officer of each Seller (A) certifying that attached to such certificate are true and complete copies of (1) such Seller’s Organizational Documents, each as amended through and in effect on the Closing Date and (2) resolutions of the board of directors of such Seller, authorizing the execution, delivery and performance of this Agreement and the Ancillary Agreements to which such Seller is a party, the consummation of the transactions contemplated by this Agreement and such Ancillary Agreements and the matters set forth in Section 6.16(e), and (B) certifying as to the incumbency of the officer(s) of such Seller executing this Agreement and the Ancillary Agreements to which such Seller is a party; (xx) a certificate in compliance with Treas. Reg. §1.1445-2(b)(2) that each Seller is not a foreign person as defined under Section 897 of the Tax Code; (xxi) a certificate of good standing for each Seller from the Secretary of State of the State of Delaware; (xxii) their written agreement to treat the Relevant Transactions and the other transactions contemplated by this Agreement in accordance with Purchaser’s determination in Section 6.16; (xxiii) payoff letters and related Encumbrance-release documentation (including, if applicable, UCC-3 termination statements), each in a form reasonably satisfactory to the Parties and duly executed by the holders of the secured Indebtedness; and (xxiv) all books and records of Sellers described in Section 2.2(a)(xiv2.04(a). (d) The UAW Collective Bargaining Agreement shall have been ratified by the membership, shall have been assumed by the applicable Sellers and assigned to Purchaser, and shall be in full force and effect. (e) The UAW Retiree Settlement Agreement shall have been executed and delivered by the UAW and shall have been approved by the Bankruptcy Court as part of the Sale Approval Order. (f) The Canadian Operations Continuation Agreement shall have been executed and delivered by the parties thereto in the form previously distributed among them.

Conditions to Obligations of Purchaser. The obligations of Purchaser to consummate the transactions contemplated by under this Agreement are subject to the fulfillment satisfaction (or, if applicable, waiver in the sole discretion of Purchaser, except as to the condition described in Section 12.2(c) and Section 12.2(d)) on or written waiver, prior to or at before the ClosingClosing Date, of each of the following conditions; provided, however, that in no event may Purchaser waive the conditions contained in Section 7.2(d) or Section 7.2(e):: (a) Each All of the representations covenants and warranties of Sellers contained in ARTICLE IV of this Agreement shall be true and correct (disregarding for the purposes of such determination any qualification as to materiality or Material Adverse Effect) as of the Closing Date as if made on the Closing Date (except for representations and warranties that speak as of a specific date or time, which representations and warranties shall be true and correct only as of such date or time), except to the extent that any breaches of such representations and warranties, individually or in the aggregate, have not had, or would not reasonably be expected to have, a Material Adverse Effect. (b) Sellers shall have performed or complied in all material respects with all agreements and obligations required by this Agreement to be performed or complied with and performed by Sellers prior Seller on or before the Closing Date shall have been duly complied with and performed in all material respects; (b) The representations and warranties made by Seller herein or in any certificate or other document delivered pursuant to the provisions hereof or at in connection with the Closing.transactions contemplated hereby shall be true and correct in all material respects on and as of the Closing Date, with the same force and effect as though such representations and warranties had been made on the Closing Date, disregarding for these purposes any qualification or exception for, or reference to, materiality in any such representation or warranty; (c) Sellers The Regulatory Approvals shall have delivered, or caused to been obtained and shall be delivered, to Purchaser: (i) a certificate executed as of the Closing Date by a duly authorized representative of Sellers, on behalf of Sellers and not in such authorized representative’s individual capacity, certifying that the conditions set forth in Section 7.2(a) and Section 7.2(b) have been satisfiedFinal; (iid) the Equity Registration Rights AgreementNo court or governmental or regulatory authority of competent jurisdiction shall have enacted, duly executed by Parent; issued, promulgated, enforced or entered any statute, rule, regulation, judgment decree, injunction or other order (iiiwhether temporary, preliminary or 30 37 permanent) stock certificates or membership interest certificates, if any, evidencing the Transferred Equity Interests (other than in respect of the Equity Interests held by Sellers in RHI, Promark Global Advisors Limited, Promark Investments Trustees Limited and the Delayed Closing Entities, which the Parties agree may be transferred following the Closing in accordance with Section 6.30, Section 6.34 and Section 6.35), duly endorsed in blank or accompanied by stock powers (or similar documentation) duly endorsed in blank, in proper form for transfer to Purchaser, including any required stamps affixed thereto; (iv) an omnibus ▇▇▇▇ of sale, substantially in the form attached hereto as Exhibit P (the “▇▇▇▇ of Sale”), together with transfer tax declarations and all other instruments of conveyance that are necessary to effect transfer to Purchaser of title to the Purchased Assets, each in a form reasonably satisfactory to the Parties and duly executed by the appropriate Seller; (v) an omnibus assignment and assumption agreement, substantially in the form attached hereto as Exhibit Q (the “Assignment and Assumption Agreement”), together with all other instruments of assignment and assumption that are necessary to transfer the Purchased Contracts and Assumed Liabilities to Purchaser, each in a form reasonably satisfactory to the Parties and duly executed by the appropriate Seller; (vi) a novation agreement, substantially in the form attached hereto as Exhibit R (the “Novation Agreement”), duly executed by Sellers and the appropriate United States Governmental Authorities; (vii) a government related subcontract agreement, substantially in the form attached hereto as Exhibit S (the “Government Related Subcontract Agreement”), duly executed by Sellers; (viii) an omnibus intellectual property assignment agreement, substantially in the form attached hereto as Exhibit T (the “Intellectual Property Assignment Agreement”), duly executed by Sellers; (ix) a transition services agreement, substantially in the form attached hereto as Exhibit U (the “Transition Services Agreement”), duly executed by Sellers; (x) all quitclaim deeds or deeds without warranty (or equivalents for those parcels of Owned Real Property located in jurisdictions outside of the United States), in customary form, subject only to Permitted Encumbrances, conveying the Owned Real Property to Purchaser (the “Quitclaim Deeds”), duly executed by the appropriate Seller; (xi) all required Transfer Tax or sales disclosure forms relating to the Transferred Real Property (the “Transfer Tax Forms”), duly executed by the appropriate Seller; (xii) an assignment and assumption of the leases and subleases underlying the Leased Real Property, in substantially the form attached hereto as Exhibit V (the “Assignment and Assumption of Real Property Leases”), together with such other instruments of assignment and assumption that are necessary to transfer the leases and subleases underlying the Leased Real Property located in jurisdictions outside of the United States, each duly executed by Sellers; provided, however, that if it is required for the assumption and assignment of any lease or sublease underlying a Leased Real Property that a separate assignment and assumption for such lease or sublease be executed, then a separate assignment and assumption of such lease or sublease shall be executed in a form substantially similar to Exhibit V or as otherwise required to assume or assign such Leased Real Property; (xiii) an assignment and assumption of the lease in respect of the premises located at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, substantially in the form attached hereto as Exhibit W (the “Assignment and Assumption of Harlem Lease”), duly executed by Harlem; (xiv) an omnibus lease agreement in respect of the lease of certain portions of the Excluded Real Property that is owned real property, substantially in the form attached hereto as Exhibit X (the “Master Lease Agreement”), duly executed by Parent; (xv) [Reserved]; (xvi) the Saginaw Service Contracts, if required, duly executed by the appropriate Seller; (xvii) any easement agreements required under Section 6.27(c), duly executed by the appropriate Seller; (xviii) the Subdivision Master Lease, if required, duly executed by the appropriate Sellers; (xix) a certificate of an officer of each Seller (A) certifying that attached to such certificate are true and complete copies of (1) such Seller’s Organizational Documents, each as amended through and in effect on the Closing Date and (2) resolutions of the board of directors of such Sellerto enjoin, authorizing the executionor which prohibits, delivery and performance of this Agreement and the Ancillary Agreements to which such Seller is a party, the consummation of the transactions contemplated by this Agreement and such Ancillary Agreements and the matters set forth in Section 6.16(e), and (B) certifying as to the incumbency of the officer(s) of such Seller executing this Agreement and the Ancillary Agreements to which such Seller is a party; (xx) a certificate in compliance with Treas. Reg. §1.1445-2(b)(2) that each Seller is not a foreign person as defined under Section 897 of the Tax Code; (xxi) a certificate of good standing for each Seller from the Secretary of State of the State of Delaware; (xxii) their written agreement to treat the Relevant Transactions and the other transactions contemplated by this Agreement in accordance with Purchaser’s determination in Section 6.16; (xxiii) payoff letters and related Encumbrance-release documentation (including, if applicable, UCC-3 termination statements), each in a form reasonably satisfactory to the Parties and duly executed by the holders of the secured Indebtednesshereby; and (xxive) all books and records of Sellers described in Section 2.2(a)(xiv). (d) The UAW Collective Bargaining Agreement Purchaser shall have been ratified by received the membership, shall have been assumed by the applicable Sellers and assigned items to Purchaser, and shall be in full force and effect. (e) The UAW Retiree Settlement Agreement shall have been executed and delivered by the UAW and shall have been approved by the Bankruptcy Court as part of the Sale Approval OrderSeller pursuant to Section 5.2. (f) The Canadian Operations Continuation Agreement shall have been executed and delivered by the parties thereto in the form previously distributed among them.

Conditions to Obligations of Purchaser. The obligations of Purchaser to consummate purchase and accept the transactions transfer of the Shares and Interests and to deliver the Purchase Price as contemplated by this Agreement are shall be subject to the fulfillment satisfaction at or written waiver, prior to or at the Closing, Contribution Date of each of the following conditions; provided, however, that conditions (unless satisfaction of any such condition is expressly waived in no event may a writing by Purchaser waive the conditions contained in Section 7.2(d) or Section 7.2(edelivered to Seller): (a) Each of the representations and warranties of Sellers contained in ARTICLE IV of this Agreement shall be true and correct (disregarding for the purposes of such determination any qualification as to materiality or Material Adverse Effect) as of the Closing Date as if made on the Closing Date (except for representations and warranties that speak as of a specific date or time, which representations and warranties shall be true and correct only as of such date or time), except to the extent that any breaches of such representations and warranties, individually or in the aggregate, have not had, or would not reasonably be expected to have, a Material Adverse Effect. (b) Sellers Seller shall have performed in all material respects or complied in all material respects with all Seller’s agreements and obligations required by covenants contained in this Agreement required to be performed or complied with by Sellers at or prior to or at the Closing.Contribution Date, giving effect to and not excluding any of the materiality qualifications excluded by Section 8.01(c); (b) The Seller’s warranties set forth in Article III shall have been true and correct in all material respects as of the date of this Agreement and as of the Contribution Date as though made on and as of the Contribution Date (except that warranties that by their terms speak specifically as of another date shall be true and correct as of such other date), giving effect to and not excluding any of the materiality qualifications excluded by Section 8.01(c); (c) Sellers shall have deliveredSubject to Section 6.02(e) below, no Judgment issued by any court or caused to be delivered, to Purchaser: (i) a certificate executed as agency of the Closing Date by a duly authorized representative of Sellers, on behalf of Sellers and not in such authorized representative’s individual capacity, certifying that the conditions set forth in Section 7.2(a) and Section 7.2(b) have been satisfied; (ii) the Equity Registration Rights Agreement, duly executed by Parent; (iii) stock certificates competent jurisdiction or membership interest certificates, if any, evidencing the Transferred Equity Interests (other than in respect of the Equity Interests held by Sellers in RHI, Promark Global Advisors Limited, Promark Investments Trustees Limited and the Delayed Closing Entities, which the Parties agree may be transferred following the Closing in accordance with Section 6.30, Section 6.34 and Section 6.35), duly endorsed in blank material legal restraint or accompanied by stock powers (or similar documentation) duly endorsed in blank, in proper form for transfer to Purchaser, including any required stamps affixed thereto; (iv) an omnibus ▇▇▇▇ of sale, substantially in the form attached hereto as Exhibit P (the “▇▇▇▇ of Sale”), together with transfer tax declarations and all other instruments of conveyance that are necessary to effect transfer to Purchaser of title to the Purchased Assets, each in a form reasonably satisfactory to the Parties and duly executed by the appropriate Seller; (v) an omnibus assignment and assumption agreement, substantially in the form attached hereto as Exhibit Q (the “Assignment and Assumption Agreement”), together with all other instruments of assignment and assumption that are necessary to transfer the Purchased Contracts and Assumed Liabilities to Purchaser, each in a form reasonably satisfactory to the Parties and duly executed by the appropriate Seller; (vi) a novation agreement, substantially in the form attached hereto as Exhibit R (the “Novation Agreement”), duly executed by Sellers and the appropriate United States Governmental Authorities; (vii) a government related subcontract agreement, substantially in the form attached hereto as Exhibit S (the “Government Related Subcontract Agreement”), duly executed by Sellers; (viii) an omnibus intellectual property assignment agreement, substantially in the form attached hereto as Exhibit T (the “Intellectual Property Assignment Agreement”), duly executed by Sellers; (ix) a transition services agreement, substantially in the form attached hereto as Exhibit U (the “Transition Services Agreement”), duly executed by Sellers; (x) all quitclaim deeds or deeds without warranty (or equivalents for those parcels of Owned Real Property located in jurisdictions outside of the United States), in customary form, subject only to Permitted Encumbrances, conveying the Owned Real Property to Purchaser (the “Quitclaim Deeds”), duly executed by the appropriate Seller; (xi) all required Transfer Tax or sales disclosure forms relating to the Transferred Real Property (the “Transfer Tax Forms”), duly executed by the appropriate Seller; (xii) an assignment and assumption of the leases and subleases underlying the Leased Real Property, in substantially the form attached hereto as Exhibit V (the “Assignment and Assumption of Real Property Leases”), together with such other instruments of assignment and assumption that are necessary to transfer the leases and subleases underlying the Leased Real Property located in jurisdictions outside of the United States, each duly executed by Sellers; provided, however, that if it is required for the assumption and assignment of any lease or sublease underlying a Leased Real Property that a separate assignment and assumption for such lease or sublease be executed, then a separate assignment and assumption of such lease or sublease shall be executed in a form substantially similar to Exhibit V or as otherwise required to assume or assign such Leased Real Property; (xiii) an assignment and assumption of the lease in respect of the premises located at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, substantially in the form attached hereto as Exhibit W (the “Assignment and Assumption of Harlem Lease”), duly executed by Harlem; (xiv) an omnibus lease agreement in respect of the lease of certain portions of the Excluded Real Property that is owned real property, substantially in the form attached hereto as Exhibit X (the “Master Lease Agreement”), duly executed by Parent; (xv) [Reserved]; (xvi) the Saginaw Service Contracts, if required, duly executed by the appropriate Seller; (xvii) any easement agreements required under Section 6.27(c), duly executed by the appropriate Seller; (xviii) the Subdivision Master Lease, if required, duly executed by the appropriate Sellers; (xix) a certificate of an officer of each Seller (A) certifying that attached to such certificate are true and complete copies of (1) such Seller’s Organizational Documents, each as amended through and in effect on the Closing Date and (2) resolutions of the board of directors of such Seller, authorizing the execution, delivery and performance of this Agreement and the Ancillary Agreements to which such Seller is a party, prohibition preventing the consummation of the transactions contemplated by this Agreement and such Ancillary Agreements and the matters set forth shall be in Section 6.16(e)effect, and (B) certifying as to no Applicable Law or Judgment shall have been enacted, entered, promulgated or enforced by any Governmental Entity that prohibits or makes illegal the incumbency consummation of the officer(s) of such Seller executing this Agreement and the Ancillary Agreements to which such Seller is a party; (xx) a certificate in compliance with Treas. Reg. §1.1445-2(b)(2) that each Seller is not a foreign person as defined under Section 897 of the Tax Code; (xxi) a certificate of good standing for each Seller from the Secretary of State of the State of Delaware; (xxii) their written agreement to treat the Relevant Transactions and the other transactions contemplated by this Agreement in accordance with Purchaser’s determination in Section 6.16hereby; (xxiii) payoff letters and related Encumbrance-release documentation (including, if applicable, UCC-3 termination statements), each in a form reasonably satisfactory to the Parties and duly executed by the holders of the secured Indebtedness; and (xxiv) all books and records of Sellers described in Section 2.2(a)(xiv). (d) The UAW Collective Bargaining Agreement Purchaser shall have been ratified received a certificate signed by an authorised signatory of Seller to the membershipeffect that the conditions set forth in clauses (a), shall (b) and (c) of this Section 6.02 above have been assumed by satisfied to the applicable Sellers and assigned to Purchaser, and shall be in full force and effect.best of each signatory’s Knowledge; (e) The UAW Retiree Settlement Agreement Seller shall have been executed caused the relevant OFS Companies to execute and delivered by take all other measures necessary to adopt the UAW and shall have been approved by the Bankruptcy Court as part of the Sale Approval Order.Amended Charters; (f) The Canadian Operations Continuation Agreement FAS shall have given its Approvals under the Russian Antimonopoly Law to the Restructuring and the Restructuring shall have been executed and delivered completed in accordance with Section 5.20; (g) The FAS shall have given its Approvals under the Russian Antimonopoly Law to the transactions contemplated by this Agreement; provided that the FAS shall be deemed to have given such Approvals upon Approval by the parties thereto FAS in writing of the transfer to Purchaser of all of the Shares and Interests that does not set forth any conditions or proscriptions that if given effect upon or prior to Completion would significantly diminish the value of the Business to Purchaser, as determined by Purchaser in its reasonable discretion; (h) Seller shall have delivered to Purchaser copies of the Monthly Management Accounts and the Financial Statements; (i) Purchaser shall have received from Seller: (i) copies of the resolutions passed by Seller’s board of directors and all other necessary corporate authorities of Seller at meetings properly convened authorising the execution of and the performance by Seller, each in form previously distributed among themand substance satisfactory to Purchaser, of Seller’s obligations under this Agreement and each of the other documents to be executed by Seller, such copies certified by a duly appointed officer of Seller as true and correct; (ii) notarised copies of any power of attorney under which the Agreement and related documents are executed by Seller or other evidence of the authority of any Person signing on behalf of Seller; and (iii) the Restructuring DVD.

Conditions to Obligations of Purchaser. The obligations obligation of Purchaser to consummate the transactions contemplated by this Agreement are Closing is subject to the fulfillment satisfaction (or written waiver, prior to or at the Closing, of each waiver by Purchaser) of the following further conditions; provided, however, that in no event may Purchaser waive the conditions contained in Section 7.2(d) or Section 7.2(e):: (a) Each each Seller shall have performed in all material respects all of its obligations and agreements hereunder required to be performed by such Seller on or prior to the Closing Date; (b) the representations and warranties of Sellers contained Seller set forth in ARTICLE IV of this Agreement shall Section 3 (i) that are not qualified by Material Adverse Effect or other materiality qualifiers will be true and correct in all material respects as of the Closing Date as if made at and as of the Closing Date (disregarding for except to the purposes extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty will be true and correct in all material respects as of such determination any qualification as to materiality or earlier date) and (ii) that are qualified by Material Adverse EffectEffect or other materiality qualifiers will be true and correct in all respects (without disregarding such Material Adverse Effect or other materiality qualifiers qualifications) as of the Closing Date as if made on at and as of the Closing Date (except for representations and warranties that speak as of a specific date or time, which representations and warranties shall be true and correct only as of such date or time), except to the extent that any breaches such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty will be true and correct in all respects as of such representations and warranties, individually or in the aggregate, have not had, or would not reasonably be expected to have, a Material Adverse Effect. (b) Sellers shall have performed or complied in all material respects with all agreements and obligations required by this Agreement to be performed or complied with by Sellers prior to or at the Closing.earlier date); (c) each Seller shall not be in default in any material respect under the provisions of this Agreement; (d) no Material Adverse Effect shall have occurred; (e) Purchaser shall have received an officer’s certificate, dated as of the Closing Date, executed by a duly authorized officer of each Seller certifying that the conditions set forth in Sections 10.2(b), 10.2(c) and 10.2(d) have been satisfied; (f) Sellers shall have delivered, or caused to be delivered, to Purchaser: (i) a certificate executed as Purchaser all of the Closing Date by a duly authorized representative of Sellers, on behalf of Sellers and not in such authorized representative’s individual capacity, certifying that the conditions items set forth in Section 7.2(a) and Section 7.2(b) have been satisfied2.8; (iig) no party in interest has filed an adversary proceeding or commenced a contested matter challenging the Equity Registration Rights Agreementamount, duly executed by Parent; (iii) stock certificates validity, enforceability, perfection or membership interest certificates, if any, evidencing the Transferred Equity Interests (other than in respect priority of Purchaser’s Liens on collateral of the Equity Interests held Debtors or obligations owed by Sellers in RHI, Promark Global Advisors Limited, Promark Investments Trustees Limited and the Delayed Closing Entities, which the Parties agree may be transferred following the Closing in accordance with Section 6.30, Section 6.34 and Section 6.35), duly endorsed in blank or accompanied by stock powers (or similar documentation) duly endorsed in blank, in proper form for transfer Debtors to Purchaser, including any required stamps affixed thereto; (iv) an omnibus ▇▇▇▇ of sale, substantially in the form attached hereto as Exhibit P (the “▇▇▇▇ of Sale”), together with transfer tax declarations and all other instruments of conveyance that are necessary to effect transfer to Purchaser of title to the Purchased Assets, each in a form reasonably satisfactory to the Parties and duly executed by the appropriate Seller; (v) an omnibus assignment and assumption agreement, substantially in the form attached hereto as Exhibit Q (the “Assignment and Assumption Agreement”), together with all other instruments of assignment and assumption that are necessary to transfer the Purchased Contracts and Assumed Liabilities to Purchaser, each in a form reasonably satisfactory to the Parties and duly executed by the appropriate Seller; (vi) a novation agreement, substantially in the form attached hereto as Exhibit R (the “Novation Agreement”), duly executed by Sellers and the appropriate United States Governmental Authorities; (vii) a government related subcontract agreement, substantially in the form attached hereto as Exhibit S (the “Government Related Subcontract Agreement”), duly executed by Sellers; (viii) an omnibus intellectual property assignment agreement, substantially in the form attached hereto as Exhibit T (the “Intellectual Property Assignment Agreement”), duly executed by Sellers; (ix) a transition services agreement, substantially in the form attached hereto as Exhibit U (the “Transition Services Agreement”), duly executed by Sellers; (x) all quitclaim deeds or deeds without warranty (or equivalents for those parcels of Owned Real Property located in jurisdictions outside of the United States), in customary form, subject only to Permitted Encumbrances, conveying the Owned Real Property to Purchaser (the “Quitclaim Deeds”), duly executed by the appropriate Seller; (xi) all required Transfer Tax or sales disclosure forms relating to the Transferred Real Property (the “Transfer Tax Forms”), duly executed by the appropriate Seller; (xii) an assignment and assumption of the leases and subleases underlying the Leased Real Property, in substantially the form attached hereto as Exhibit V (the “Assignment and Assumption of Real Property Leases”), together with such other instruments of assignment and assumption that are necessary to transfer the leases and subleases underlying the Leased Real Property located in jurisdictions outside of the United States, each duly executed by Sellers; provided, however, that if it is required for the assumption and assignment of any lease or sublease underlying a Leased Real Property that a separate assignment and assumption for such lease or sublease be executed, then a separate assignment and assumption of such lease or sublease shall be executed in a form substantially similar to Exhibit V or as otherwise required to assume or assign such Leased Real Property; (xiii) an assignment and assumption of the lease in respect of the premises located at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, substantially in the form attached hereto as Exhibit W (the “Assignment and Assumption of Harlem Lease”), duly executed by Harlem; (xiv) an omnibus lease agreement in respect of the lease of certain portions of the Excluded Real Property that is owned real property, substantially in the form attached hereto as Exhibit X (the “Master Lease Agreement”), duly executed by Parent; (xv) [Reserved]; (xvi) the Saginaw Service Contracts, if required, duly executed by the appropriate Seller; (xvii) any easement agreements required under Section 6.27(c), duly executed by the appropriate Seller; (xviii) the Subdivision Master Lease, if required, duly executed by the appropriate Sellers; (xix) a certificate of an officer of each Seller (A) certifying that attached to such certificate are true and complete copies of (1) such Seller’s Organizational Documents, each as amended through and in effect on the Closing Date and (2) resolutions of the board of directors of such Seller, authorizing the execution, delivery and performance of this Agreement and the Ancillary Agreements to which such Seller is a party, the consummation of the transactions contemplated by this Agreement and such Ancillary Agreements and the matters set forth in Section 6.16(e), and (B) certifying as to the incumbency of the officer(s) of such Seller executing this Agreement and the Ancillary Agreements to which such Seller is a party; (xx) a certificate in compliance with Treas. Reg. §1.1445-2(b)(2) that each Seller is not a foreign person as defined under Section 897 of the Tax Code; (xxi) a certificate of good standing for each Seller from the Secretary of State of the State of Delaware; (xxii) their written agreement to treat the Relevant Transactions and the other transactions contemplated by this Agreement in accordance with Purchaser’s determination in Section 6.16; (xxiii) payoff letters and related Encumbrance-release documentation (including, if applicable, UCC-3 termination statements), each in a form reasonably satisfactory to the Parties and duly executed by the holders of the secured Indebtedness; and (xxivh) all books and records none of Sellers described the information contained in Section 2.2(a)(xiv). (d) The UAW Collective Bargaining Agreement any Customer List shall be publicly available or shall have been ratified by the membership, shall have been assumed by the applicable Sellers and assigned required to Purchaser, and shall be disclosed in full force and effecta non-confidential manner. (e) The UAW Retiree Settlement Agreement shall have been executed and delivered by the UAW and shall have been approved by the Bankruptcy Court as part of the Sale Approval Order. (f) The Canadian Operations Continuation Agreement shall have been executed and delivered by the parties thereto in the form previously distributed among them.

Conditions to Obligations of Purchaser. (a) The obligations of Purchaser to purchase and pay for the Sale Shares on the Closing Date and to consummate the transactions contemplated by this Agreement other Transactions on the Closing Date are subject to the fulfillment satisfaction, or written waiverwaiver in writing by Purchaser in its sole discretion, at or prior to or at the Closing, of each of the following conditions; provided, however, that in no event may Purchaser waive the conditions contained in Section 7.2(d) or Section 7.2(e):: (ai) Each of the representations and warranties of the Sellers contained in ARTICLE IV this Agreement, made as if none of this Agreement such representations or warranties contained any qualification or limitation as to “materiality” or “Material Adverse Effect,” shall be have been true and correct (disregarding for on the purposes date of such determination any qualification as to materiality or Material Adverse Effect) this Agreement, and on and as of the Closing Date as if made on and as of the Closing Date (except for representations and warranties that speak as of where such representation or warranty speaks by its terms to a specific date or timedifferent date, in which representations and warranties case it shall be true and correct only as of such date or timedate), except to where the extent that any breaches failure of such representations and warrantieswarranties to be true and correct as so made does not have and is not, individually or in the aggregate, reasonably likely to have not had, or would not reasonably be expected to have, a Material Adverse Effect. (b) Sellers ; each Seller shall have performed or complied and complied, in all material respects respects, with all agreements and shall not be in material breach or default under any, agreements, covenants, conditions or obligations required by contained in this Agreement that are required to be performed or complied with by Sellers on or prior to or at the Closing. (c) Sellers shall have delivered, or caused to be delivered, to Purchaser: (i) a certificate executed as of the Closing Date by a duly authorized representative of Sellers, on behalf of Sellers and not in such authorized representative’s individual capacity, certifying that the conditions set forth in Section 7.2(a) and Section 7.2(b) have been satisfiedDate; (ii) each Seller shall have delivered to Purchaser a certificate of such Seller, dated the Equity Registration Rights AgreementClosing Date, duly executed by Parentto the effect of the foregoing clause (i) above, with respect to itself only; (iii) stock certificates (A) no order or membership interest certificatesinjunction shall have been issued by a Governmental Authority that restrains, if anyrestricts, evidencing enjoins, prevents, prohibits, or otherwise makes illegal the Transferred Equity Interests (other than in respect consummation of any of the Equity Interests held transactions contemplated by Sellers in RHI, Promark Global Advisors Limited, Promark Investments Trustees Limited and this Agreement or that materially adversely affects Purchaser’s ownership of the Delayed Closing Entities, which the Parties agree may be transferred Sale Shares following the Closing Closing; (B) no material action, suit, proceeding or investigation relating to this Transaction shall have been instituted by a Governmental Authority that Purchaser reasonably determines is likely to restrain, restrict, enjoin, prevent or prohibit, or otherwise make illegal any of the transactions contemplated by this Agreement or that is likely to materially adversely affect either Parent, Purchaser or the Company, or Purchaser’s ownership of the Sale Shares following the Closing, provided, however, that the reasonable determination shall be that of both Parties if Sellers cause the Company Parties to provide the Purchaser with information within Sellers’ or the relevant Company Parties’ possession relating to such matter and reasonably co-operate with the Purchaser to obtain from the Governmental Authority such information as Purchaser shall reasonably request in accordance with Section 6.30order to determine whether such event is reasonably likely to occur; (C) no Law shall have been promulgated, Section 6.34 adopted, enacted or entered into force or otherwise made effective by any Governmental Authority that has or would have such effect; and Section 6.35)(D) no Law shall be reasonably likely to be promulgated, duly endorsed in blank adopted, enacted or accompanied entered into force or otherwise be made effective by stock powers (or similar documentation) duly endorsed in blank, in proper form for transfer to Purchaser, including any required stamps affixed theretoGovernmental Authority that would have such effect; (iv) an omnibus ▇▇▇▇ no Material Adverse Effect shall have occurred since the date of salethis Agreement and be continuing, substantially in the form attached hereto as Exhibit P (the “▇▇▇▇ of Sale”), together with transfer tax declarations and all other instruments of conveyance that are necessary or reasonably be likely to effect transfer to Purchaser of title to the Purchased Assets, each in a form reasonably satisfactory to the Parties and duly executed by the appropriate Selleroccur; (v) an omnibus assignment and assumption agreement, substantially the Required Regulatory Approvals set forth in Section 6.3 of the form attached hereto as Exhibit Q (the “Assignment and Assumption Agreement”), together with all other instruments of assignment and assumption that are necessary to transfer the Purchased Contracts and Assumed Liabilities to Purchaser, each in a form reasonably satisfactory to the Parties and duly executed by the appropriate SellerPurchaser Disclosure Schedule shall have been obtained; (vi) a novation agreementSellers shall have caused the Company to obtain the approvals, substantially consents, waivers and releases set forth in Section 5.3 of the Company Disclosure Schedule, in each case in form attached hereto as Exhibit R (the “Novation Agreement”)and substance reasonably satisfactory to Purchaser, duly executed by Sellers and the appropriate United States Governmental Authoritiesno such approval, consent, waiver or release shall have been revoked; (vii) a government related subcontract agreement, substantially in the form attached hereto as Exhibit S (the “Government Related Subcontract Agreement”), duly executed by Sellersdocuments to be delivered under Section 2.4 shall have been delivered to Purchaser; (viii) an omnibus intellectual property assignment agreement, substantially in the form attached hereto as Exhibit T (U.S. GAAP Financial Statements and the “Intellectual Property Assignment Agreement”), duly executed by Sellersunqualified audit reports of the independent auditors of the Company relating to the audited Financial Statements shall have been completed; (ix) a transition services agreement, substantially the Termination Agreements shall be in the form attached hereto as Exhibit U (the “Transition Services Agreement”), duly executed by Sellersfull force and effect; (x) all quitclaim deeds or deeds without warranty (or equivalents for those parcels of Owned Real Property located in jurisdictions outside of the United States), in customary form, subject only to Permitted Encumbrances, conveying the Owned Real Property to Purchaser (the “Quitclaim Deeds”), duly executed by the appropriate Seller; (xi) all required Transfer Tax or sales disclosure forms relating to the Transferred Real Property (the “Transfer Tax Forms”), duly executed by the appropriate Seller; (xii) an assignment and assumption of the leases and subleases underlying the Leased Real Property, in substantially the form attached hereto as Exhibit V (the “Assignment and Assumption of Real Property Leases”), together Seller Employment Agreements with such other instruments of assignment and assumption that are necessary to transfer the leases and subleases underlying the Leased Real Property located in jurisdictions outside of the United States, each duly executed by Sellers; provided, however, that if it is required for the assumption and assignment of any lease or sublease underlying a Leased Real Property that a separate assignment and assumption for such lease or sublease be executed, then a separate assignment and assumption of such lease or sublease shall be executed in a form substantially similar to Exhibit V or as otherwise required to assume or assign such Leased Real Property; (xiii) an assignment and assumption of the lease in respect of the premises located at ▇▇▇▇ ▇P▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, R▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, substantially in the form attached hereto as Exhibit W (the “Assignment and Assumption of Harlem Lease”), duly executed by Harlem; (xiv) an omnibus lease agreement in respect of the lease of certain portions of the Excluded Real Property that is owned real property, substantially in the form attached hereto as Exhibit X (the “Master Lease Agreement”), duly executed by Parent; (xv) [Reserved]; (xvi) the Saginaw Service Contracts, if required, duly executed by the appropriate Seller; (xvii) any easement agreements required under Section 6.27(c), duly executed by the appropriate Seller; (xviii) the Subdivision Master Lease, if required, duly executed by the appropriate Sellers; (xix) a certificate of an officer of each Seller (A) certifying that attached to such certificate are true and complete copies of (1) such Seller’s Organizational Documents, each as amended through and in effect on the Closing Date and (2) resolutions of the board of directors of such Seller, authorizing the execution, delivery and performance of this Agreement Stijn Van Rompay and the Ancillary Agreements to which such Seller is a party, the consummation of the transactions contemplated by this Shareholders Agreement and such Ancillary Agreements and the matters set forth in Section 6.16(e), and (B) certifying as to the incumbency of the officer(s) of such Seller executing this Agreement and the Ancillary Agreements to which such Seller is a party; (xx) a certificate in compliance with Treas. Reg. §1.1445-2(b)(2) that each Seller is not a foreign person as defined under Section 897 of the Tax Code; (xxi) a certificate of good standing for each Seller from the Secretary of State of the State of Delaware; (xxii) their written agreement to treat the Relevant Transactions and the other transactions contemplated by this Agreement in accordance with Purchaser’s determination in Section 6.16; (xxiii) payoff letters and related Encumbrance-release documentation (including, if applicable, UCC-3 termination statements), each in a form reasonably satisfactory to the Parties and duly executed by the holders of the secured Indebtedness; and (xxiv) all books and records of Sellers described in Section 2.2(a)(xiv). (d) The UAW Collective Bargaining Agreement shall have been ratified by the membership, shall have been assumed by the applicable Sellers and assigned to Purchaser, executed and shall be in full force and effect; (xi) all conditions to closing of each of the Parent Share Purchase Agreements (other than any Required Regulatory Approvals thereunder and other than conditions that by their nature can only be satisfied at the closing of such Transaction) shall have been satisfied; (xii) the Merchant Banker Certificate confirming that Purchaser has complied with all the conditions of the Open Offer shall have been delivered to Purchaser; and (xiii) each Indian Resident Seller shall deliver to Wadia Ghandy & Co., (with a copy being delivered to L▇▇▇▇▇ & L▇▇▇▇▇ Law Offices) completed and signed delivery instruction slips for transfer of the Indian Resident Seller’s Sale Shares to the Purchaser pursuant to Section 2.6(a)(iii). (eb) The UAW Retiree Settlement Agreement shall have been executed Sellers agree that the conditions precedent set out in this Section 3.1 are for the benefit of Purchaser and delivered Parent only, and may be waived in writing by the UAW and shall have been approved by the Bankruptcy Court as part of the Sale Approval OrderPurchaser in its sole discretion. (f) The Canadian Operations Continuation Agreement shall have been executed and delivered by the parties thereto in the form previously distributed among them.

Conditions to Obligations of Purchaser. The obligations obligation of Purchaser to consummate complete the transactions contemplated by this Agreement are Arrangement is subject to the fulfillment or written waiver, prior to or at the Closing, of each of the following conditions; providedconditions prior to the Effective Time, however, that which may be waived only by Purchaser in no event may Purchaser waive the conditions contained in Section 7.2(d) or Section 7.2(e):its sole discretion: (a) Each of the representations and warranties of Sellers contained made by XS in ARTICLE IV of this Agreement (other than those addressed in Section 5.3(b)) shall be true and correct (disregarding for the purposes of such determination in all respects without regard to any qualification as to materiality or Material Adverse Effect) Effect qualifications contained in them, as of the Closing Date Effective Date, as if though made on and as of the Closing Effective Date (except for representations and warranties that speak made as of a specific date or timespecified date, the accuracy of which representations and warranties shall be true and correct only determined as of such date or timethat specified date), except to the extent that any breaches the failure or failures of such representations and warrantieswarranties to be so true and correct in all respects, individually or in the aggregate, would not, or would not reasonably be expected to, result in a Material Adverse Effect, and Purchaser shall have received a certificate of XS addressed to Purchaser and dated the Effective Date, signed on behalf of XS by a senior executive officer of XS (on XS’s behalf and without personal liability), confirming the same as at the Effective Date; (b) the representations and warranties made by XS in Sections 3.2(a) (Organization), 3.2(b) (Capitalization of XS), 3.2(b) (No Conflict; Consents and Approvals) (other than Section 3.2(d)(i)(C)), 3.2(f) (Solvency), 3.2(ll) (No Broker’s Commission) and 3.2(nn) (XS Board Approval) shall be true and correct in all respects (other than de minimis exceptions) without regard to any materiality or Material Adverse Effect qualifications contained in them, as of the Effective Date, as though made on and as of the Effective Date (except for representations and warranties made as of a specified date, the accuracy of which shall be determined as of that specified date), and Purchaser shall have received a certificate of XS addressed to Purchaser and dated the Effective Date, signed on behalf of XS by a senior executive officer of XS (on XS’s behalf and without personal liability), confirming the same as at the Effective Date. (c) XS shall have complied in all material respects with its covenants herein and Purchaser shall have received a certificate of XS addressed to Purchaser and dated the Effective Date, signed on behalf of XS by a senior executive officer of XS (on XS’s behalf and without personal liability), confirming the same as at the Effective Date, including attaching resolutions of the XS Board confirming approval of the transfer of the issued and outstanding XS Shares; (d) since the date of this Agreement, there shall not have been any change, event, occurrence, effect, state of facts or circumstance that, individually or in the aggregate, has had, or would not reasonably be expected to have, a Material Adverse Effect.; (be) Sellers shall have performed or complied in all material respects with all agreements and obligations required by this Agreement to be performed or complied with by Sellers prior to or at the Closing. (c) Sellers Effective Time, there shall not have delivered, or caused been exercised Dissent Rights with respect to be delivered, to Purchaser: (i) a certificate executed as PV Shares representing more than 5% of the Closing Date by a duly authorized representative aggregate number of Sellers, on behalf issued and outstanding PV Shares or (ii) SV Shares representing more than 5% of Sellers the aggregate number of issued and not in such authorized representative’s individual capacity, certifying that the conditions set forth in Section 7.2(a) and Section 7.2(b) have been satisfiedoutstanding SV Shares; (iif) XS shall not be in default under the Equity Registration Rights Agreement, duly executed by Parent; (iii) stock certificates or membership interest certificates, if any, evidencing the Transferred Equity Interests (other than in respect terms of the Equity Interests held by Sellers in RHI, Promark Global Advisors Limited, Promark Investments Trustees Limited and the Delayed Closing Entities, which the Parties agree may be transferred following the Closing in accordance with Section 6.30, Section 6.34 and Section 6.35), duly endorsed in blank or accompanied by stock powers (or similar documentation) duly endorsed in blank, in proper form for transfer to Purchaser, including any required stamps affixed thereto; (iv) an omnibus ▇▇▇▇ of sale, substantially in the form attached hereto as Exhibit P (the “▇▇▇▇ of Sale”), together with transfer tax declarations and all other instruments of conveyance that are necessary to effect transfer to Purchaser of title to the Purchased Assets, each in a form reasonably satisfactory to the Parties and duly executed by the appropriate Seller; (v) an omnibus assignment and assumption agreement, substantially in the form attached hereto as Exhibit Q (the “Assignment and Assumption Agreement”), together with all other instruments of assignment and assumption that are necessary to transfer the Purchased Contracts and Assumed Liabilities to Purchaser, each in a form reasonably satisfactory to the Parties and duly executed by the appropriate Seller; (vi) a novation agreement, substantially in the form attached hereto as Exhibit R (the “Novation Agreement”), duly executed by Sellers and the appropriate United States Governmental Authorities; (vii) a government related subcontract agreement, substantially in the form attached hereto as Exhibit S (the “Government Related Subcontract Agreement”), duly executed by Sellers; (viii) an omnibus intellectual property assignment agreement, substantially in the form attached hereto as Exhibit T (the “Intellectual Property Assignment Agreement”), duly executed by Sellers; (ix) a transition services agreement, substantially in the form attached hereto as Exhibit U (the “Transition Services Agreement”), duly executed by Sellers; (x) all quitclaim deeds or deeds without warranty (or equivalents for those parcels of Owned Real Property located in jurisdictions outside of the United States), in customary form, subject only to Permitted Encumbrances, conveying the Owned Real Property to Purchaser (the “Quitclaim Deeds”), duly executed by the appropriate Seller; (xi) all required Transfer Tax or sales disclosure forms relating to the Transferred Real Property (the “Transfer Tax Forms”), duly executed by the appropriate Seller; (xii) an assignment and assumption of the leases and subleases underlying the Leased Real Property, in substantially the form attached hereto as Exhibit V (the “Assignment and Assumption of Real Property Leases”), together with such other instruments of assignment and assumption that are necessary to transfer the leases and subleases underlying the Leased Real Property located in jurisdictions outside of the United States, each duly executed by Sellers; provided, however, that if it is required for the assumption and assignment of any lease or sublease underlying a Leased Real Property that a separate assignment and assumption for such lease or sublease be executed, then a separate assignment and assumption of such lease or sublease shall be executed in a form substantially similar to Exhibit V or as otherwise required to assume or assign such Leased Real Property; (xiii) an assignment and assumption of the lease in respect of the premises located at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, substantially in the form attached hereto as Exhibit W (the “Assignment and Assumption of Harlem Lease”), duly executed by HarlemFacility; (xivg) an omnibus lease agreement in respect of the lease of certain portions of the Excluded Real Property that is owned real property, substantially in the form attached hereto as Exhibit X (the “Master Lease Agreement”), duly executed by ParentConvertible Notes shall have been repaid; (xvh) [Reserved]CSI Princesa Inc. shall have been liquidated and dissolved in accordance with Section 4.13; (xvii) the Saginaw Service Contracts, if required, duly executed Audit Report shall have been prepared and filed to the satisfaction of the BCSC (which shall be confirmed by the appropriate Seller; BCSC in writing) and (xviiii) any easement agreements required under Section 6.27(c), duly executed by the appropriate Seller; (xviii) the Subdivision Master Lease, if required, duly executed by the appropriate Sellers; (xix) a certificate of an officer of each Seller (A) certifying that attached to such certificate are true and complete copies of (1) such Seller’s Organizational Documents, each as amended through and in effect no further action on the Closing Date and (2) resolutions part of the board of directors of such Seller, authorizing the execution, delivery and performance of this Agreement and the Ancillary Agreements XS shall be required to which such Seller is a party, the consummation of the transactions contemplated by this Agreement and such Ancillary Agreements and the matters set forth be taken in Section 6.16(e), and (B) certifying as to the incumbency of the officer(s) of such Seller executing this Agreement and the Ancillary Agreements to which such Seller is a party; (xx) a certificate in compliance with Treas. Reg. §1.1445-2(b)(2) that each Seller is not a foreign person as defined under Section 897 of the Tax Code; (xxi) a certificate of good standing for each Seller from the Secretary of State of the State of Delaware; (xxii) their written agreement to treat the Relevant Transactions and the other transactions contemplated by this Agreement in accordance with Purchaser’s determination in Section 6.16; (xxiii) payoff letters and related Encumbrance-release documentation (including, if applicable, UCC-3 termination statements), each in a form reasonably satisfactory to the Parties and duly executed by the holders of the secured Indebtednessconnection therewith; and (xxivj) all books and records of Sellers described in Section 2.2(a)(xiv). (d) The UAW Collective Bargaining Agreement XS shall not have been ratified required (whether by Law, at the membershipdemand or request of a Governmental Entity or otherwise) to materially amend, shall have been assumed by restate, modify or supplement the applicable Sellers and assigned to PurchaserXS Annual Financials; provided, and for the avoidance of doubt, any such amendment, restatement, modification or supplement shall be deemed to be material if, in full force and effect. (e) The UAW Retiree Settlement Agreement shall have been executed and delivered by the UAW and shall have been approved by the Bankruptcy Court as part reasonable opinion of the Sale Approval OrderPurchaser’s external legal counsel, such amendment, restatement, modification or supplement may give rise to any liability in respect of a misrepresentation in XS’ public disclosure pursuant to applicable securities Laws. (f) The Canadian Operations Continuation Agreement shall have been executed and delivered by the parties thereto in the form previously distributed among them.

Conditions to Obligations of Purchaser. The obligations of Purchaser to consummate the transactions contemplated by this Agreement hereby are subject to the fulfillment or written waiver, prior to or at the Closing, of each Closing of the following conditions; provided, however, that unless waived by Purchaser in no event may Purchaser waive the conditions contained in Section 7.2(d) or Section 7.2(e):writing: (a) All of the covenants and obligations that Seller is required to perform or to comply with pursuant to this Agreement at or prior to the Closing shall have been duly performed and complied with in all material respects. (b) Each of the Seller’s representations and warranties of Sellers contained in ARTICLE IV of this Agreement shall be true and correct (disregarding for as of the purposes date of such determination any qualification as to materiality or Material Adverse Effect) this Agreement and as of the Closing Date as if made on the Closing Date (except for representations and warranties as to any representation or warranty that speak as specifically relates to an earlier date), provided that no breaches of a specific date or time, which representations and warranties shall be true and correct only as of such date or time), except deemed to excuse Purchaser’s obligations to consummate the extent that any breaches of such representations and warrantiestransactions contemplated hereby unless, individually or in the aggregate, have not had, or such breaches would not reasonably be expected to have, result in a Seller Material Adverse Effect. Effect (b) Sellers shall have performed ignoring, for this purpose, any materiality or complied in all material respects with all agreements adverse effect qualifications to such representations and obligations required by this Agreement to be performed or complied with by Sellers prior to or at the Closingwarranties). (c) Sellers Purchaser shall have delivered, or caused to be delivered, to Purchaser: (i) received a certificate executed as of the Closing Date signed by a duly authorized representative elected officer of Sellers, on behalf of Sellers and not in such authorized representative’s individual capacity, certifying Seller to the effect that the foregoing conditions set forth in Section 7.2(a) and Section 7.2(b) have been satisfied;. (iid) the Equity Registration Rights Agreement, duly executed by Parent;All Consents identified on Schedule 7.2(d) hereto shall have been obtained. (iiie) stock certificates or membership interest certificates, if any, evidencing the Transferred Equity Interests Seller shall have delivered to Purchaser: (other than in respect a) a copy of the Equity Interests held by Sellers resolutions (in RHI, Promark Global Advisors Limited, Promark Investments Trustees Limited form and the Delayed Closing Entities, which the Parties agree may be transferred following the Closing in accordance with Section 6.30, Section 6.34 and Section 6.35), duly endorsed in blank or accompanied by stock powers (or similar documentation) duly endorsed in blank, in proper form for transfer to Purchaser, including any required stamps affixed thereto; (iv) an omnibus ▇▇▇▇ of sale, substantially in the form attached hereto as Exhibit P (the “▇▇▇▇ of Sale”), together with transfer tax declarations and all other instruments of conveyance that are necessary to effect transfer to Purchaser of title to the Purchased Assets, each in a form substance reasonably satisfactory to the Parties and Purchaser) duly executed adopted by the appropriate Seller; (v) an omnibus assignment and assumption agreement, substantially in the form attached hereto as Exhibit Q (the “Assignment and Assumption Agreement”), together with all other instruments of assignment and assumption that are necessary to transfer the Purchased Contracts and Assumed Liabilities to Purchaser, each in a form reasonably satisfactory to the Parties and duly executed by the appropriate Seller; (vi) a novation agreement, substantially in the form attached hereto as Exhibit R (the “Novation Agreement”), duly executed by Sellers and the appropriate United States Governmental Authorities; (vii) a government related subcontract agreement, substantially in the form attached hereto as Exhibit S (the “Government Related Subcontract Agreement”), duly executed by Sellers; (viii) an omnibus intellectual property assignment agreement, substantially in the form attached hereto as Exhibit T (the “Intellectual Property Assignment Agreement”), duly executed by Sellers; (ix) a transition services agreement, substantially in the form attached hereto as Exhibit U (the “Transition Services Agreement”), duly executed by Sellers; (x) all quitclaim deeds or deeds without warranty (or equivalents for those parcels of Owned Real Property located in jurisdictions outside of the United States), in customary form, subject only to Permitted Encumbrances, conveying the Owned Real Property to Purchaser (the “Quitclaim Deeds”), duly executed by the appropriate Seller; (xi) all required Transfer Tax or sales disclosure forms relating to the Transferred Real Property (the “Transfer Tax Forms”), duly executed by the appropriate Seller; (xii) an assignment and assumption of the leases and subleases underlying the Leased Real Property, in substantially the form attached hereto as Exhibit V (the “Assignment and Assumption of Real Property Leases”), together with such other instruments of assignment and assumption that are necessary to transfer the leases and subleases underlying the Leased Real Property located in jurisdictions outside of the United States, each duly executed by Sellers; provided, however, that if it is required for the assumption and assignment of any lease or sublease underlying a Leased Real Property that a separate assignment and assumption for such lease or sublease be executed, then a separate assignment and assumption of such lease or sublease shall be executed in a form substantially similar to Exhibit V or as otherwise required to assume or assign such Leased Real Property; (xiii) an assignment and assumption of the lease in respect of the premises located at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, substantially in the form attached hereto as Exhibit W (the “Assignment and Assumption of Harlem Lease”), duly executed by Harlem; (xiv) an omnibus lease agreement in respect of the lease of certain portions of the Excluded Real Property that is owned real property, substantially in the form attached hereto as Exhibit X (the “Master Lease Agreement”), duly executed by Parent; (xv) [Reserved]; (xvi) the Saginaw Service Contracts, if required, duly executed by the appropriate Seller; (xvii) any easement agreements required under Section 6.27(c), duly executed by the appropriate Seller; (xviii) the Subdivision Master Lease, if required, duly executed by the appropriate Sellers; (xix) a certificate of an officer of each Seller (A) certifying that attached to such certificate are true and complete copies of (1) such Seller’s Organizational Documents, each as amended through and in effect on the Closing Date and (2) resolutions of the board of directors of such Seller, Seller authorizing the execution, delivery and performance of this the Agreement by Seller, certified by the Secretary or an Assistant Secretary of Seller and the Ancillary Agreements to which such Seller is a party, the consummation (b) certificates of the transactions contemplated by this Agreement and such Ancillary Agreements and the matters set forth in Section 6.16(e), and (B) certifying Secretary or an Assistant Secretary as to the incumbency and signatures of the officer(s) officers of such Seller executing this Agreement and the Ancillary Agreements to which such Seller is a party; (xx) a certificate in compliance with Treas. Reg. §1.1445-2(b)(2) that each Seller is not a foreign person as defined under Section 897 of the Tax Code; (xxi) a certificate of good standing for each Seller from the Secretary of State of the State of Delaware; (xxii) their written agreement to treat the Relevant Transactions and the other transactions contemplated by this Agreement in accordance with Purchaser’s determination in Section 6.16; (xxiii) payoff letters and related Encumbrance-release documentation (including, if applicable, UCC-3 termination statements), each in a form reasonably satisfactory to the Parties and duly executed by the holders of the secured Indebtedness; and (xxiv) all books and records of Sellers described in Section 2.2(a)(xiv). (d) The UAW Collective Bargaining Agreement shall have been ratified by the membership, shall have been assumed by the applicable Sellers and assigned to Purchaser, and shall be in full force and effect. (e) The UAW Retiree Settlement Agreement shall have been executed and delivered by the UAW and shall have been approved by the Bankruptcy Court as part of the Sale Approval OrderAgreement. (f) The Canadian Operations Continuation Agreement Purchaser shall have been executed and delivered by received the parties thereto closing deliveries listed in the form previously distributed among themSection 2.5(a) hereof.

Conditions to Obligations of Purchaser. The obligations obligation of the Purchaser to consummate the transactions contemplated by this Agreement are Sale shall be subject to the fulfillment by the Sellers or written waiverwaiver by Purchaser, in its sole discretion, at or prior to or at the Closing, of each of the following conditions; provided, however, that in no event may Purchaser waive the conditions contained in Section 7.2(d) or Section 7.2(e):: (a) Each of the The representations and warranties of the Sellers made herein other than those contained in ARTICLE IV of this Agreement Sections 4.01, 4.02 and 4.11 (disregarding all materiality, material adverse effect and Business Material Adverse Effect qualifications contained therein) shall be true and correct (disregarding for the purposes of such determination any qualification as to materiality or Material Adverse Effect) as of the Closing Date as if (other than those made on the Closing Date (except for representations and warranties that speak as of a specific date or timespecified date, which representations and warranties shall be true and correct only on and as of such date or timedate), except to the extent that any breaches of with only such representations and warranties, individually or in the aggregate, exceptions as have not had, or had and would not reasonably be expected to have, individually or in the aggregate, a Business Material Adverse Effect.; (b) The representations and warranties of the Sellers contained in Sections 4.01, 4.02 and 4.11 herein shall be true and correct as of the Closing Date; (c) Each of the Sellers shall have performed or complied in all material respects with all other covenants, undertakings and agreements and obligations required by this Agreement herein to be performed by it at or complied with by Sellers prior to or at the Closing. (c) Sellers shall have delivered, or caused to be delivered, to Purchaser: (i) a certificate executed as of the Closing Date by a duly authorized representative of Sellers, on behalf of Sellers and not in such authorized representative’s individual capacity, certifying that the conditions set forth in Section 7.2(a) and Section 7.2(b) have been satisfied; (ii) the Equity Registration Rights Agreement, duly executed by Parent; (iii) stock certificates or membership interest certificates, if any, evidencing the Transferred Equity Interests (other than in respect of the Equity Interests held by Sellers in RHI, Promark Global Advisors Limited, Promark Investments Trustees Limited and the Delayed Closing Entities, which the Parties agree may be transferred following the Closing in accordance with Section 6.30, Section 6.34 and Section 6.35), duly endorsed in blank or accompanied by stock powers (or similar documentation) duly endorsed in blank, in proper form for transfer to Purchaser, including any required stamps affixed thereto; (iv) an omnibus ▇▇▇▇ of sale, substantially in the form attached hereto as Exhibit P (the “▇▇▇▇ of Sale”), together with transfer tax declarations and all other instruments of conveyance that are necessary to effect transfer to Purchaser of title to the Purchased Assets, each in a form reasonably satisfactory to the Parties and duly executed by the appropriate Seller; (v) an omnibus assignment and assumption agreement, substantially in the form attached hereto as Exhibit Q (the “Assignment and Assumption Agreement”), together with all other instruments of assignment and assumption that are necessary to transfer the Purchased Contracts and Assumed Liabilities to Purchaser, each in a form reasonably satisfactory to the Parties and duly executed by the appropriate Seller; (vi) a novation agreement, substantially in the form attached hereto as Exhibit R (the “Novation Agreement”), duly executed by Sellers and the appropriate United States Governmental Authorities; (vii) a government related subcontract agreement, substantially in the form attached hereto as Exhibit S (the “Government Related Subcontract Agreement”), duly executed by Sellers; (viii) an omnibus intellectual property assignment agreement, substantially in the form attached hereto as Exhibit T (the “Intellectual Property Assignment Agreement”), duly executed by Sellers; (ix) a transition services agreement, substantially in the form attached hereto as Exhibit U (the “Transition Services Agreement”), duly executed by Sellers; (x) all quitclaim deeds or deeds without warranty (or equivalents for those parcels of Owned Real Property located in jurisdictions outside of the United States), in customary form, subject only to Permitted Encumbrances, conveying the Owned Real Property to Purchaser (the “Quitclaim Deeds”), duly executed by the appropriate Seller; (xi) all required Transfer Tax or sales disclosure forms relating to the Transferred Real Property (the “Transfer Tax Forms”), duly executed by the appropriate Seller; (xii) an assignment and assumption of the leases and subleases underlying the Leased Real Property, in substantially the form attached hereto as Exhibit V (the “Assignment and Assumption of Real Property Leases”), together with such other instruments of assignment and assumption that are necessary to transfer the leases and subleases underlying the Leased Real Property located in jurisdictions outside of the United States, each duly executed by Sellers; provided, however, that if it is required for the assumption and assignment of any lease or sublease underlying a Leased Real Property that a separate assignment and assumption for such lease or sublease be executed, then a separate assignment and assumption of such lease or sublease shall be executed in a form substantially similar to Exhibit V or as otherwise required to assume or assign such Leased Real Property; (xiii) an assignment and assumption of the lease in respect of the premises located at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, substantially in the form attached hereto as Exhibit W (the “Assignment and Assumption of Harlem Lease”), duly executed by Harlem; (xiv) an omnibus lease agreement in respect of the lease of certain portions of the Excluded Real Property that is owned real property, substantially in the form attached hereto as Exhibit X (the “Master Lease Agreement”), duly executed by Parent; (xv) [Reserved]; (xvi) the Saginaw Service Contracts, if required, duly executed by the appropriate Seller; (xvii) any easement agreements required under Section 6.27(c), duly executed by the appropriate Seller; (xviii) the Subdivision Master Lease, if required, duly executed by the appropriate Sellers; (xix) a certificate of an officer of each Seller (A) certifying that attached to such certificate are true and complete copies of (1) such Seller’s Organizational Documents, each as amended through and in effect on the Closing Date and (2) resolutions of the board of directors of such Seller, authorizing the execution, delivery and performance of this Agreement and the Ancillary Agreements to which such Seller is a party, the consummation of the transactions contemplated by this Agreement and such Ancillary Agreements and the matters set forth in Section 6.16(e), and (B) certifying as to the incumbency of the officer(s) of such Seller executing this Agreement and the Ancillary Agreements to which such Seller is a party; (xx) a certificate in compliance with Treas. Reg. §1.1445-2(b)(2) that each Seller is not a foreign person as defined under Section 897 of the Tax Code; (xxi) a certificate of good standing for each Seller from the Secretary of State of the State of Delaware; (xxii) their written agreement to treat the Relevant Transactions and the other transactions contemplated by this Agreement in accordance with Purchaser’s determination in Section 6.16; (xxiii) payoff letters and related Encumbrance-release documentation (including, if applicable, UCC-3 termination statements), each in a form reasonably satisfactory to the Parties and duly executed by the holders of the secured Indebtedness; and (xxiv) all books and records of Sellers described in Section 2.2(a)(xiv). (d) The UAW Collective Bargaining Agreement shall have been ratified by Each of the membershipWaiver, shall have been assumed by the applicable Sellers Deed of Adherence and assigned to Purchaser, and the Seller Release shall be in full force and effecteffect (except for any failure of any such Transaction Document to be in full force and effect caused solely by the Purchaser or any Affiliate of the Purchaser or any Los W Party) and the Sellers shall be in compliance therewith. (e) The UAW Retiree Settlement Agreement consummation of the transactions referred to in Section 2.01 shall have been executed and delivered by occurred, except where the UAW and shall have been approved by the Bankruptcy Court as part failure to consummate such transactions is due to a failure of the Sale Approval OrderPurchaser to comply with Article 2. (f) The Canadian Operations Continuation Agreement shall have been executed and delivered by the parties thereto in the form previously distributed among them.

Conditions to Obligations of Purchaser. The obligations Unless waived by Purchaser, the obligation of Purchaser to consummate close the transactions contemplated by this Agreement are herein shall be subject to the fulfillment or written waiver, prior to or at the Closing, of each of the following conditions; provided, however, that in no event may Purchaser waive additional conditions on or prior to the conditions contained in Section 7.2(d) or Section 7.2(e):Closing Date: (a) Each the Shareholders and the Company shall have performed in all material respects (or in all respects in the case of any agreement containing any materiality qualification) its agreements contained in this Agreement required to be performed on or prior to the Closing Date; (b) the representations and warranties of Sellers the Company and Shareholders contained in ARTICLE IV of this Agreement shall be true and correct in all material respects (disregarding for or in all respects in the purposes case of such determination any qualification representation or warranty containing any materiality qualification) on and as to materiality or Material Adverse Effect) of the date made and on and as of the Closing Date as if made on the Closing Date (except for representations at and warranties that speak as of a specific date or time, which representations and warranties shall be true and correct only as of such date; (c) since the date hereof, there shall have been no changes that constitute, and no event or time), except to the extent that any breaches of such representations and warranties, individually events shall have occurred which have resulted in or in the aggregate, have not had, or would not reasonably be expected to haveconstitute, a Material Adverse Effect.; EXHIBIT 2.3 ---------- 26 (bd) Sellers all governmental waivers, consents, orders, permit transfers (including without limitation Environmental Permits) and approvals legally required for the purchase and sale and the transactions contemplated hereby or to permit Purchaser to carry on the business of the Company after Closing in accordance with past customs and practice shall have performed been obtained and be in effect at the Closing Date, and no governmental authority shall have promulgated any statute, rule or complied in all material respects regulation which, when taken together with all agreements such promulgations, would materially impair the value of the Company to Purchaser; (e) all waivers, consents and obligations required by approvals from third parties necessary for the transfer of any material contracts, financial assurances and any other rights and benefits in connection with the transactions contemplated hereby, or necessary for the consummation of the transactions contemplated hereby shall have been obtained and be in effect at the Closing Date; (f) the board of directors of the Purchaser shall approve this Agreement to be performed or complied with by Sellers prior to or at and the Closing.closing of the transactions contemplated herein; (cg) Sellers Purchaser shall have delivered, or caused to be deliveredcompleted, to its satisfaction, its due diligence investigation regarding the Company and its business, finances, operations, assets, liabilities, taxes, insurance, contracts, prospects and environmental matters and such other matters as Purchaser deems relevant and Purchaser shall be satisfied, in its sole discretion, with the results of such review; (h) Purchaser shall have received a legal opinion from legal counsel to the Shareholders, dated the Closing Date, in a form reasonable satisfactory to Purchaser:; (i) a certificate executed as of the Closing Date by a duly authorized representative of Sellers, on behalf of Sellers Purchaser shall have obtained financing in an amount and not pursuant to terms satisfactorily to Purchaser to consummate the transactions contemplated in such authorized representative’s individual capacity, certifying that the conditions set forth in Section 7.2(a) and Section 7.2(b) have been satisfiedthis Agreement; (iij) the Equity Registration Rights Shareholders, officers and directors of the Company shall have executed a Release of Claims Agreement, duly executed by Parent; (iii) stock certificates or membership interest certificates, if any, evidencing the Transferred Equity Interests (other than in respect of the Equity Interests held by Sellers in RHI, Promark Global Advisors Limited, Promark Investments Trustees Limited and the Delayed Closing Entities, which the Parties agree may be transferred following the Closing in accordance with Section 6.30, Section 6.34 and Section 6.35), duly endorsed in blank or accompanied by stock powers (or similar documentation) duly endorsed in blank, in proper form for transfer to Purchaser, including any required stamps affixed thereto; (iv) an omnibus ▇▇▇▇ of sale, substantially in the form attached hereto as Exhibit P (the “▇▇▇▇ of Sale”), together with transfer tax declarations and all other instruments of conveyance that are necessary to effect transfer to Purchaser of title to the Purchased Assets, each in a form reasonably satisfactory to the Parties and duly executed by the appropriate SellerC; (vk) an omnibus assignment and assumption agreement, substantially in the form attached hereto as Exhibit Q (the “Assignment and Assumption Agreement”), together with all other instruments of assignment and assumption that are necessary to transfer the Purchased Contracts and Assumed Liabilities to Purchaser, each in a form reasonably satisfactory to the Parties and duly executed by the appropriate Seller; (vi) a novation agreement, substantially in the form attached hereto as Exhibit R (the “Novation Agreement”), duly executed by Sellers and the appropriate United States Governmental Authorities; (vii) a government related subcontract agreement, substantially in the form attached hereto as Exhibit S (the “Government Related Subcontract Agreement”), duly executed by Sellers; (viii) an omnibus intellectual property assignment agreement, substantially in the form attached hereto as Exhibit T (the “Intellectual Property Assignment Agreement”), duly executed by Sellers; (ix) a transition services agreement, substantially in the form attached hereto as Exhibit U (the “Transition Services Agreement”), duly executed by Sellers; (x) all quitclaim deeds or deeds without warranty (or equivalents for those parcels of Owned Real Property located in jurisdictions outside of the United States), in customary form, subject only to Permitted Encumbrances, conveying the Owned Real Property to Purchaser (the “Quitclaim Deeds”), duly executed by the appropriate Seller; (xi) all required Transfer Tax or sales disclosure forms relating to the Transferred Real Property (the “Transfer Tax Forms”), duly executed by the appropriate Seller; (xii) an assignment and assumption of the leases and subleases underlying the Leased Real Property, in substantially the form attached hereto as Exhibit V (the “Assignment and Assumption of Real Property Leases”), together with such other instruments of assignment and assumption that are necessary to transfer the leases and subleases underlying the Leased Real Property located in jurisdictions outside of the United States, each duly executed by Sellers; provided, however, that if it is required for the assumption and assignment of any lease or sublease underlying a Leased Real Property that a separate assignment and assumption for such lease or sublease be executed, then a separate assignment and assumption of such lease or sublease shall be executed in a form substantially similar to Exhibit V or as otherwise required to assume or assign such Leased Real Property; (xiii) an assignment and assumption of the lease in respect of the premises located at ▇▇Gera▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ll have entered into an Employment and Non-Competition Agreement, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, substantially in the form attached hereto as Exhibit W (the “Assignment and Assumption of Harlem Lease”), duly executed by HarlemD; (xivl) an omnibus lease agreement in respect of the lease of certain portions of the Excluded Real Property that is owned real propertyGord▇▇ ▇▇▇▇▇▇▇ ▇▇▇ll have entered into a Non-Competition Agreement, substantially in the form attached hereto as Exhibit X (the “Master Lease Agreement”), duly executed by ParentE; (xv) [Reserved]; (xvi) the Saginaw Service Contracts, if required, duly executed by the appropriate Seller; (xvii) any easement agreements required under Section 6.27(c), duly executed by the appropriate Seller; (xviii) the Subdivision Master Lease, if required, duly executed by the appropriate Sellers; (xix) a certificate of an officer of each Seller (A) certifying that attached to such certificate are true and complete copies of (1) such Seller’s Organizational Documents, each as amended through and in effect on the Closing Date and (2) resolutions of the board of directors of such Seller, authorizing the execution, delivery and performance of this Agreement and the Ancillary Agreements to which such Seller is a party, the consummation of the transactions contemplated by this Agreement and such Ancillary Agreements and the matters set forth in Section 6.16(e), and (B) certifying as to the incumbency of the officer(s) of such Seller executing this Agreement and the Ancillary Agreements to which such Seller is a party; (xx) a certificate in compliance with Treas. Reg. §1.1445-2(b)(2) that each Seller is not a foreign person as defined under Section 897 of the Tax Code; (xxi) a certificate of good standing for each Seller from the Secretary of State of the State of Delaware; (xxii) their written agreement to treat the Relevant Transactions and the other transactions contemplated by this Agreement in accordance with Purchaser’s determination in Section 6.16; (xxiii) payoff letters and related Encumbrance-release documentation (including, if applicable, UCC-3 termination statements), each in a form reasonably satisfactory to the Parties and duly executed by the holders of the secured Indebtedness; and (xxiv) all books and records of Sellers described in Section 2.2(a)(xiv). (d) The UAW Collective Bargaining Agreement shall have been ratified by the membership, shall have been assumed by the applicable Sellers and assigned to Purchaser, and shall be in full force and effect. (e) The UAW Retiree Settlement Agreement shall have been executed and delivered by the UAW and shall have been approved by the Bankruptcy Court as part of the Sale Approval Order. (f) The Canadian Operations Continuation Agreement shall have been executed and delivered by the parties thereto in the form previously distributed among them.

Conditions to Obligations of Purchaser. The obligations of -------------------------------------- Purchaser to consummate the transactions contemplated by this Agreement are Transaction on the Closing Date are, at the option of Purchaser, subject to the fulfillment or written waiver, prior to or at the Closing, satisfaction of each all of the following conditions; provided, however, that in no event may Purchaser waive conditions on the conditions contained in Section 7.2(d) or Section 7.2(e):Closing Date: (a) Each of the representations and warranties of Sellers contained set forth in ARTICLE Article IV of this Agreement shall must have been true and correct on the date of this Agreement and must be true and correct (disregarding for the purposes of such determination any qualification as to materiality or Material Adverse Effect) as of the Closing Date as if made on the Closing Date (except for representations and warranties that speak as of a specific date or time, which representations and warranties shall be true and correct only as of such date or time), except to the extent that any breaches of such representations and warranties, individually or in the aggregate, have not had, or would not reasonably be expected to have, a Material Adverse Effect.Date; (b) Sellers shall Seller must have complied with its obligations and performed or complied in all material respects with all agreements and obligations required by observed its covenants under this Agreement to be performed or complied with by Sellers prior to or at the Closing.Agreement; (c) Sellers Purchaser shall have delivered, or caused to be delivered, to Purchaser: (i) a certificate executed as of the Closing Date by a duly authorized representative of Sellers, on behalf of Sellers and not in such authorized representative’s individual capacity, certifying that the conditions set forth in Section 7.2(a) and Section 7.2(b) have been satisfied; (ii) the Equity Registration Rights Agreement, duly executed by Parent; (iii) stock certificates or membership interest certificates, if any, evidencing the Transferred Equity Interests (other than in respect of the Equity Interests held by Sellers in RHI, Promark Global Advisors Limited, Promark Investments Trustees Limited and the Delayed Closing Entities, which the Parties agree may be transferred following the Closing in accordance with Section 6.30, Section 6.34 and Section 6.35), duly endorsed in blank or accompanied by stock powers (or similar documentation) duly endorsed in blank, in proper form for transfer to Purchaserits sole and absolute discretion, including any required stamps affixed thereto; (iv) an omnibus ▇▇▇▇ with the results of saleits due diligence examination of Seller, substantially in the form attached hereto as Exhibit P (the “▇▇▇▇ of Sale”), together with transfer tax declarations and all other instruments of conveyance that are necessary to effect transfer to Purchaser of title to the Purchased Assets, each in a form reasonably satisfactory to the Parties Assumed Liabilities and duly executed by the appropriate Sellerall related matters; (vd) an omnibus assignment and assumption agreementno Material Adverse Change shall have occurred with respect to Seller, substantially in the form attached hereto as Exhibit Q (the “Assignment and Assumption Agreement”), together with all other instruments of assignment and assumption that are necessary to transfer the Purchased Contracts and Assets or the Assumed Liabilities to Purchaser, each in a form reasonably satisfactory to the Parties and duly executed by the appropriate SellerLiabilities; (vie) a novation agreementPurchaser and Seller must have received any consents, substantially approvals, or authorizations of any Person or Governmental Authority, including, without limitation the Required Consents, which in the form attached hereto as Exhibit R (judgment of Purchaser, are necessary for or appropriate to the “Novation Agreement”), duly executed by Sellers and the appropriate United States Governmental Authorities; (vii) a government related subcontract agreement, substantially in the form attached hereto as Exhibit S (the “Government Related Subcontract Agreement”), duly executed by Sellers; (viii) an omnibus intellectual property assignment agreement, substantially in the form attached hereto as Exhibit T (the “Intellectual Property Assignment Agreement”), duly executed by Sellers; (ix) a transition services agreement, substantially in the form attached hereto as Exhibit U (the “Transition Services Agreement”), duly executed by Sellers; (x) all quitclaim deeds or deeds without warranty (or equivalents for those parcels of Owned Real Property located in jurisdictions outside operation of the United States), in customary form, subject only to Permitted Encumbrances, conveying the Owned Real Property to Purchaser (the “Quitclaim Deeds”), duly executed by the appropriate Seller; (xi) all required Transfer Tax or sales disclosure forms relating to the Transferred Real Property (the “Transfer Tax Forms”), duly executed by the appropriate Seller; (xii) an assignment Purchased Assets and assumption of the leases and subleases underlying the Leased Real Property, in substantially the form attached hereto as Exhibit V (the “Assignment and Assumption of Real Property Leases”), together with such other instruments of assignment and assumption that are necessary to transfer the leases and subleases underlying the Leased Real Property located in jurisdictions outside of the United States, each duly executed by Sellers; provided, however, that if it is required for the assumption and assignment of any lease or sublease underlying a Leased Real Property that a separate assignment and assumption for such lease or sublease be executed, then a separate assignment and assumption of such lease or sublease shall be executed in a form substantially similar to Exhibit V or as otherwise required to assume or assign such Leased Real Property; (xiii) an assignment and assumption of the lease in respect of the premises located at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, substantially in the form attached hereto as Exhibit W (the “Assignment and Assumption of Harlem Lease”), duly executed by Harlem; (xiv) an omnibus lease agreement in respect of the lease of certain portions of the Excluded Real Property that is owned real property, substantially in the form attached hereto as Exhibit X (the “Master Lease Agreement”), duly executed by Parent; (xv) [Reserved]; (xvi) the Saginaw Service Contracts, if required, duly executed by the appropriate Seller; (xvii) any easement agreements required under Section 6.27(c), duly executed by the appropriate Seller; (xviii) the Subdivision Master Lease, if required, duly executed by the appropriate Sellers; (xix) a certificate of an officer of each Seller (A) certifying that attached to such certificate are true and complete copies of (1) such Seller’s Organizational Documents, each as amended through and in effect on the Closing Date and (2) resolutions of the board of directors of such Seller, authorizing the execution, delivery and performance of this Agreement and the Ancillary Agreements to which such Seller is a party, the consummation of the transactions contemplated by this Agreement and such Ancillary Agreements and Transaction on the matters set forth in Section 6.16(e), and (B) certifying as to the incumbency of the officer(s) of such Seller executing this Agreement and the Ancillary Agreements to which such Seller is a partyClosing Date; (xxf) a certificate in compliance no Litigation by any Person or Governmental Authority may be pending or asserted against any Party which could restrain, prohibit, or otherwise interfere with Treas. Reg. §1.1445-2(b)(2) that each Seller is not a foreign person as defined under Section 897 the consummation of the Tax CodeTransaction; (xxig) a certificate of good standing for each Seller from must have delivered to Purchaser the Secretary of State of the State of Delaware; (xxii) their written agreement to treat the Relevant Transactions and the other transactions documents contemplated by this Agreement in accordance with Purchaser’s determination in Section 6.16; (xxiii) payoff letters and related Encumbrance-release documentation (including, if applicable, UCC-3 termination statements), each in a form reasonably satisfactory to the Parties and duly executed by the holders of the secured Indebtedness3.4; and (xxivh) all books and records of Sellers described in Section 2.2(a)(xiv). (d) The UAW Collective Bargaining Agreement Seller shall have been ratified by entered into the membership, shall have been assumed by the applicable Sellers and assigned to Purchaser, and shall be in full force and effectNon-Compete Agreement. (e) The UAW Retiree Settlement Agreement shall have been executed and delivered by the UAW and shall have been approved by the Bankruptcy Court as part of the Sale Approval Order. (f) The Canadian Operations Continuation Agreement shall have been executed and delivered by the parties thereto in the form previously distributed among them.

Conditions to Obligations of Purchaser. The obligations obligation of Purchaser to consummate the transactions contemplated by this Agreement are Acquisition shall be subject to the fulfillment satisfaction or written waiver, at or prior to or at the Closing, of each of the following conditions; provided, however, that in no event may Purchaser waive the conditions contained in Section 7.2(d) or Section 7.2(e):: (a) (i) Each of the representations representation and warranties of Sellers warranty contained in ARTICLE Article III and Article IV of this Agreement (other than the Seller Fundamental Representations and the representation and warranty set forth in Section 4.03(d) (No Material Adverse Effect)) shall be true and correct (disregarding for the purposes of such determination without regard to any qualification as to materiality or materiality, Material Adverse EffectEffect or other similar qualification therein) as of the date of this Agreement and as of the Closing Date as if though made on and as of the Closing Date (except for other than such representations and warranties that speak as of refer to a specific date or timespecified date, which representations and warranties shall need only be true and correct only on and as of such date or timespecified date), except where the failure to the extent that any breaches of such representations be so true and warrantiescorrect, individually or in the aggregate, have has not had, or had and would not reasonably be expected to have, have a Material Adverse Effect, (ii) the representations and warranties of Seller set forth in Section 3.01 (Organization, Standing and Power), Section 3.02 (Authority; Execution and Delivery; Enforceability), Section 3.03(a) (No Conflicts; Consents and Approvals), Section 3.03(b) (No Conflicts; Consents and Approvals), Section 3.03(c) (No Conflicts; Consents and Approvals), Section 3.04 (Equity Interests in the Transferred Entities; Equity Interests in Other Persons), Section 4.01(a) (Organization and Good Standing) and Section 4.13 (Brokers or Finders) shall be true and correct (without regard to any materiality, Material Adverse Effect or other similar qualification therein) in all material respects as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date (other than such representations and warranties that refer to a specified date, which need only be true and correct in all material respects on and as of such specified date), and Purchaser shall have received a certificate signed by a senior officer of Seller to such effect. (b) Sellers shall have performed or complied The covenants, obligations and agreements contained in all material respects with all agreements and obligations required by this Agreement to be performed or complied with by Sellers prior Seller at or before the Closing shall have been complied with in all material respects, and Purchaser shall have received a certificate signed by a senior officer of Seller to or at the Closingsuch effect. (c) Sellers The approval of the European Commission of the Acquisition of the Business pursuant to this Agreement by Purchaser and of Purchaser as a suitable purchaser in connection with the Remedy shall have delivered, or caused to be delivered, to Purchaser: (i) a certificate executed as of the Closing Date by a duly authorized representative of Sellers, on behalf of Sellers and not in such authorized representative’s individual capacity, certifying that the conditions set forth in Section 7.2(a) and Section 7.2(b) have been satisfied; (ii) the Equity Registration Rights Agreement, duly executed by Parent; (iii) stock certificates or membership interest certificates, if any, evidencing the Transferred Equity Interests (other than in respect of the Equity Interests held by Sellers in RHI, Promark Global Advisors Limited, Promark Investments Trustees Limited and the Delayed Closing Entities, which the Parties agree may be transferred following the Closing in accordance with Section 6.30, Section 6.34 and Section 6.35), duly endorsed in blank or accompanied by stock powers (or similar documentation) duly endorsed in blank, in proper form for transfer to Purchaser, including any required stamps affixed thereto; (iv) an omnibus ▇▇▇▇ of sale, substantially in the form attached hereto as Exhibit P (the “▇▇▇▇ of Sale”), together with transfer tax declarations and all other instruments of conveyance that are necessary to effect transfer to Purchaser of title to the Purchased Assets, each in a form reasonably satisfactory to the Parties and duly executed by the appropriate Seller; (v) an omnibus assignment and assumption agreement, substantially in the form attached hereto as Exhibit Q (the “Assignment and Assumption Agreement”), together with all other instruments of assignment and assumption that are necessary to transfer the Purchased Contracts and Assumed Liabilities to Purchaser, each in a form reasonably satisfactory to the Parties and duly executed by the appropriate Seller; (vi) a novation agreement, substantially in the form attached hereto as Exhibit R (the “Novation Agreement”), duly executed by Sellers and the appropriate United States Governmental Authorities; (vii) a government related subcontract agreement, substantially in the form attached hereto as Exhibit S (the “Government Related Subcontract Agreement”), duly executed by Sellers; (viii) an omnibus intellectual property assignment agreement, substantially in the form attached hereto as Exhibit T (the “Intellectual Property Assignment Agreement”), duly executed by Sellers; (ix) a transition services agreement, substantially in the form attached hereto as Exhibit U (the “Transition Services Agreement”), duly executed by Sellers; (x) all quitclaim deeds or deeds without warranty (or equivalents for those parcels of Owned Real Property located in jurisdictions outside of the United States), in customary form, subject only to Permitted Encumbrances, conveying the Owned Real Property to Purchaser (the “Quitclaim Deeds”), duly executed by the appropriate Seller; (xi) all required Transfer Tax or sales disclosure forms relating to the Transferred Real Property (the “Transfer Tax Forms”), duly executed by the appropriate Seller; (xii) an assignment and assumption of the leases and subleases underlying the Leased Real Property, in substantially the form attached hereto as Exhibit V (the “Assignment and Assumption of Real Property Leases”), together with such other instruments of assignment and assumption that are necessary to transfer the leases and subleases underlying the Leased Real Property located in jurisdictions outside of the United States, each duly executed by Sellers; provided, however, that if it is required for the assumption and assignment of any lease or sublease underlying a Leased Real Property that a separate assignment and assumption for such lease or sublease be executed, then a separate assignment and assumption of such lease or sublease shall be executed in a form substantially similar to Exhibit V or as otherwise required to assume or assign such Leased Real Property; (xiii) an assignment and assumption of the lease in respect of the premises located at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, substantially in the form attached hereto as Exhibit W (the “Assignment and Assumption of Harlem Lease”), duly executed by Harlem; (xiv) an omnibus lease agreement in respect of the lease of certain portions of the Excluded Real Property that is owned real property, substantially in the form attached hereto as Exhibit X (the “Master Lease Agreement”), duly executed by Parent; (xv) [Reserved]; (xvi) the Saginaw Service Contracts, if required, duly executed by the appropriate Seller; (xvii) any easement agreements required under Section 6.27(c), duly executed by the appropriate Seller; (xviii) the Subdivision Master Lease, if required, duly executed by the appropriate Sellers; (xix) a certificate of an officer of each Seller (A) certifying that attached to such certificate are true and complete copies of (1) such Seller’s Organizational Documents, each as amended through and in effect on the Closing Date and (2) resolutions of the board of directors of such Seller, authorizing the execution, delivery and performance of this Agreement and the Ancillary Agreements to which such Seller is a party, the consummation of the transactions contemplated by this Agreement and such Ancillary Agreements and the matters set forth in Section 6.16(e), and (B) certifying as to the incumbency of the officer(s) of such Seller executing this Agreement and the Ancillary Agreements to which such Seller is a party; (xx) a certificate in compliance with Treas. Reg. §1.1445-2(b)(2) that each Seller is not a foreign person as defined under Section 897 of the Tax Code; (xxi) a certificate of good standing for each Seller from the Secretary of State of the State of Delaware; (xxii) their written agreement to treat the Relevant Transactions and the other transactions contemplated by this Agreement in accordance with Purchaser’s determination in Section 6.16; (xxiii) payoff letters and related Encumbrance-release documentation (including, if applicable, UCC-3 termination statements), each in a form reasonably satisfactory to the Parties and duly executed by the holders of the secured Indebtedness; and (xxiv) all books and records of Sellers described in Section 2.2(a)(xiv)obtained. (d) The UAW Collective Bargaining Acquisition of the Business pursuant to this Agreement shall have by Purchaser has been ratified cleared by the membershipEuropean Commission under Article 6(1)(b) of Council Regulation (EEC) No. 139/2004 in case of referral pursuant to Article 4 (5) of Council Regulation (EEC) No. 139/2004, shall have or alternatively in the event such request for referral is rejected, has been assumed cleared in a so-called Phase I national equivalent by the applicable Sellers and assigned to PurchaserGovernmental Authorities in the individual countries listed in Section 1.01(k) of the Seller Disclosure Letter (or the Governmental Authorities in one or more of these individual countries have declined jurisdiction, and shall be in full force and effectas the case may be). (e) The UAW Retiree Settlement Agreement Each of Seller and, if applicable, its Subsidiaries shall have been executed and delivered by the UAW and shall have been approved by the Bankruptcy Court as part to Purchaser each of the Sale Approval Order. (f) The Canadian Operations Continuation Ancillary Agreements to which it is a party except that the Varta Trademark License Agreement shall have been executed be entered into and delivered to Purchaser by Energizer Brands, LLC one day following the parties thereto in the form previously distributed among themClosing Date pursuant to Section 6.08(h).

Conditions to Obligations of Purchaser. The obligations obligation of Purchaser to consummate the transactions contemplated by this Agreement are shall be subject to the fulfillment satisfaction or written waiver, (in Purchaser’s sole discretion) waiver on or prior to or at the Closing, of each Closing Date of the following conditions; provided, however, that in no event may Purchaser waive the conditions contained in Section 7.2(d) or Section 7.2(e):: (a) Each of the The representations and warranties of Sellers PinnOak contained in ARTICLE IV of this Agreement herein shall be true and correct (disregarding for the purposes of such determination any qualification as to materiality or Material Adverse Effect) accurate as of the Closing Date as if made on the Closing Date at and as of such time (except for other than (i) those representations and warranties that speak address matters only as of a specific particular date or time, only with respect to a specific period of time which representations and warranties shall need only be true and correct only accurate as of such date or timewith respect to such period of time and (ii) if the Pre-Closing Certificate has been delivered by the Selling Unit Holders in accordance with Section 7.4, those representations and warranties contained in Section 4.6(c)), except to where the extent that any breaches failure of such representations and warranties, individually warranties to be so true and accurate (without giving effect to any limitation as to “materiality” or in the aggregate, have not had, or “material adverse effect” set forth therein) would not reasonably be expected to have, have a Material Adverse Effect.; (b) Sellers PinnOak shall have performed or and complied in all material respects with all the covenants and agreements and obligations required by contained in this Agreement which are required to be performed or and complied with by Sellers PinnOak on or prior to or at the Closing.Closing Date; (c) Sellers Purchaser shall have deliveredreceived a certificate from an authorized officer of PinnOak, or caused to be delivereddated the Closing Date, to Purchaser: (i) a certificate executed as of the Closing Date by a duly authorized representative of Sellers, on behalf of Sellers and not in such authorized representative’s individual capacity, certifying effect that the conditions set forth in Section 7.2(a) and Section 7.2(b) have been satisfiedsatisfied by PinnOak; (iid) The representations and warranties of each Selling Unit Holder contained herein shall be true and accurate as of the Equity Registration Rights Closing Date as if made at and as of such time (other than those representations and warranties that address matters only as of a particular date or only with respect to a specific period of time which need only be true and accurate as of such date or with respect to such period of time), except where the failure of such representations and warranties to be so true and accurate (without giving effect to any limitation as to “materiality” or “material adverse effect” set forth therein) would not materially delay the ability of the applicable Selling Unit Holder to perform its material obligations under this Agreement or consummate the transactions contemplated by this Agreement, ; (e) The Selling Unit Holders shall have each performed and complied in all material respects with the covenants and agreements contained in this Agreement which are required to be performed and complied with by the Selling Unit Holders on or prior to the Closing Date; (f) Purchaser shall have received a certificate duly executed by Parentor on behalf of each Selling Unit Holder, dated the Closing Date, to the effect that the conditions set forth in Section 7.2(d) and Section 7.2(e) have been satisfied by such Selling Unit Holder; (iiig) stock certificates or membership interest certificates, if any, evidencing the Transferred Equity Interests (other than in respect of the Equity Interests held by Sellers in RHI, Promark Global Advisors Limited, Promark Investments Trustees Limited and the Delayed Closing Entities, which the Parties agree may be transferred following Purchaser shall have received the Closing in accordance with Section 6.30, Section 6.34 and Section 6.35), duly endorsed in blank or accompanied by stock powers Notice; (or similar documentationh) duly endorsed in blank, in proper form for transfer Purchaser shall have received evidence reasonably satisfactory to Purchaser, including any required stamps affixed theretothat the notices, consents and approvals set forth on Schedule 7.2(h) have been secured; (ivi) an omnibus ▇▇▇▇ of sale, substantially There shall not have occurred any change in the form attached hereto condition of PinnOak and the Subsidiaries, taken as Exhibit P (the “▇▇▇▇ of Sale”)a whole, together with transfer tax declarations and all other instruments of conveyance that are necessary has resulted or can reasonably be expected to effect transfer to Purchaser of title to the Purchased Assets, each result in a form reasonably satisfactory to Material Adverse Effect between the Parties and duly executed by the appropriate Seller; (v) an omnibus assignment and assumption agreement, substantially in the form attached hereto as Exhibit Q (the “Assignment and Assumption Agreement”), together with all other instruments date of assignment and assumption that are necessary to transfer the Purchased Contracts and Assumed Liabilities to Purchaser, each in a form reasonably satisfactory to the Parties and duly executed by the appropriate Seller; (vi) a novation agreement, substantially in the form attached hereto as Exhibit R (the “Novation Agreement”), duly executed by Sellers this Agreement and the appropriate United States Governmental Authorities; (vii) a government related subcontract agreement, substantially in the form attached hereto as Exhibit S (the “Government Related Subcontract Agreement”), duly executed by Sellers; (viii) an omnibus intellectual property assignment agreement, substantially in the form attached hereto as Exhibit T (the “Intellectual Property Assignment Agreement”), duly executed by Sellers; (ix) a transition services agreement, substantially in the form attached hereto as Exhibit U (the “Transition Services Agreement”), duly executed by Sellers; (x) all quitclaim deeds or deeds without warranty (or equivalents for those parcels of Owned Real Property located in jurisdictions outside of the United States), in customary form, subject only to Permitted Encumbrances, conveying the Owned Real Property to Purchaser (the “Quitclaim Deeds”), duly executed by the appropriate Seller; (xi) all required Transfer Tax or sales disclosure forms relating to the Transferred Real Property (the “Transfer Tax Forms”), duly executed by the appropriate Seller; (xii) an assignment and assumption of the leases and subleases underlying the Leased Real Property, in substantially the form attached hereto as Exhibit V (the “Assignment and Assumption of Real Property Leases”), together with such other instruments of assignment and assumption that are necessary to transfer the leases and subleases underlying the Leased Real Property located in jurisdictions outside of the United States, each duly executed by SellersClosing Date; provided, however, that if it is required for the assumption Pre-Closing Certificate has been delivered by the Selling Unit Holders in accordance with Section 7.4, the condition set forth in this Section 7.2(i) shall be deemed satisfied as of the Pre-Closing Date and assignment from the Pre-Closing Date shall not be a condition to Purchaser’s obligation to consummate the transactions contemplated by this Agreement. (j) PinnOak shall have delivered to Purchaser resignations of each of the directors of PinnOak; and (k) The Closing Indebtedness outstanding under the Credit Facility shall not exceed $123,440,000 of outstanding term loan Indebtedness and $50,000,000 of outstanding revolving credit line Indebtedness (less, in the case of the revolving credit line, the amount of any lease or sublease underlying a Leased Real Property that a separate assignment and assumption for such lease or sublease be executed, then a separate assignment and assumption repayment of such lease or sublease shall be executed in a form substantially similar to Exhibit V or as otherwise required to assume or assign such Leased Real Property; (xiii) an assignment and assumption debt of the lease in respect of the premises located at ▇▇▇▇ ▇▇▇▇▇▇ -Pinnacle, LLC held by PinnOak made pursuant to the sale of the ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, substantially in the form attached hereto -Pinnacle facility as Exhibit W (the “Assignment and Assumption of Harlem Lease”), duly executed by Harlem; (xiv) an omnibus lease agreement in respect of the lease of certain portions of the Excluded Real Property that is owned real property, substantially in the form attached hereto as Exhibit X (the “Master Lease Agreement”), duly executed by Parent; (xv) [Reserved]; (xvi) the Saginaw Service Contracts, if required, duly executed by the appropriate Seller; (xvii) any easement agreements required under Section 6.27(c), duly executed by the appropriate Seller; (xviii) the Subdivision Master Lease, if required, duly executed by the appropriate Sellers; (xix) a certificate of an officer of each Seller (A) certifying that attached to such certificate are true and complete copies of (1) such Seller’s Organizational Documents, each as amended through and in effect on the Closing Date and (2) resolutions of the board of directors of such Seller, authorizing the execution, delivery and performance of this Agreement and the Ancillary Agreements to which such Seller is a party, the consummation of the transactions contemplated by this Agreement and such Ancillary Agreements and the matters set forth provided in Section 6.16(e), and (B) certifying as to the incumbency of the officer(s) of such Seller executing this Agreement and the Ancillary Agreements to which such Seller is a party; (xx) a certificate in compliance with Treas. Reg. §1.1445-2(b)(2) that each Seller is not a foreign person as defined under Section 897 of the Tax Code; (xxi) a certificate of good standing for each Seller from the Secretary of State of the State of Delaware; (xxii) their written agreement to treat the Relevant Transactions and the other transactions contemplated by this Agreement in accordance with Purchaser’s determination in Section 6.16; (xxiii) payoff letters and related Encumbrance-release documentation (including, if applicable, UCC-3 termination statements), each in a form reasonably satisfactory to the Parties and duly executed by the holders of the secured Indebtedness; and (xxiv) all books and records of Sellers described in Section 2.2(a)(xiv6.10 above). (d) The UAW Collective Bargaining Agreement shall have been ratified by the membership, shall have been assumed by the applicable Sellers and assigned to Purchaser, and shall be in full force and effect. (e) The UAW Retiree Settlement Agreement shall have been executed and delivered by the UAW and shall have been approved by the Bankruptcy Court as part of the Sale Approval Order. (f) The Canadian Operations Continuation Agreement shall have been executed and delivered by the parties thereto in the form previously distributed among them.

Conditions to Obligations of Purchaser. The obligations obligation of Purchaser to consummate the transactions contemplated by this Agreement are Transactions shall be subject to the fulfillment satisfaction at or written waiver, prior to or at the Closing, Closing of each of the following conditions; provided, howeverany of which may be waived, that in no event may Purchaser waive the conditions contained in Section 7.2(d) or Section 7.2(e):writing, exclusively by Purchaser: (a) Each of the representations and warranties of the Sellers contained in ARTICLE IV this Agreement, the other Transaction Documents and any certificate or other writing delivered pursuant hereto that is qualified by materiality, including the terms “material,” “in all material respects” and “Material Adverse Effect” or words of this Agreement similar effect, shall be true and correct (disregarding for the purposes of such determination any qualification as to materiality or Material Adverse Effect) qualified on and as of the Closing Date as if made on the Closing Date (except for Date, and each of such representations and warranties that speak as of a specific date or time, which representations and warranties is not so qualified shall be true and correct only in all material respects on and as of such date or time)the Closing Date, except to the extent that any breaches of such representations and warrantieswarranties refer specifically to an earlier date, individually or in the aggregate, which case such representations and warranties shall have not had, or would not reasonably be expected to have, a Material Adverse Effectbeen true and correct as of such earlier date. (b) Sellers Each Seller shall have performed or complied in all material respects with all agreements obligations and obligations covenants required by this Agreement to be performed or complied with by Sellers at or prior to or at the ClosingClosing Date. (c) Sellers Purchaser shall have deliveredreceived a certificate, or caused to be delivered, to Purchaser: (i) a certificate executed dated as of the Closing Date and signed by a duly authorized representative of Sellers, on behalf of Sellers and not in such authorized representative’s individual capacityeach Seller, certifying that each on the conditions set forth in Section 7.2(a8.1(a) and Section 7.2(b(b) have been satisfied; (ii) the Equity Registration Rights Agreement, duly executed by Parent; (iii) stock certificates or membership interest certificates, if any, evidencing the Transferred Equity Interests (other than in respect of the Equity Interests held by Sellers in RHI, Promark Global Advisors Limited, Promark Investments Trustees Limited and the Delayed Closing Entities, which the Parties agree may be transferred following the Closing in accordance with Section 6.30, Section 6.34 and Section 6.35), duly endorsed in blank or accompanied by stock powers (or similar documentation) duly endorsed in blank, in proper form for transfer to Purchaser, including any required stamps affixed thereto; (iv) an omnibus ▇▇▇▇ of sale, substantially in the form attached hereto as Exhibit P (the “▇▇▇▇ of Sale”), together with transfer tax declarations and all other instruments of conveyance that are necessary to effect transfer to Purchaser of title to the Purchased Assets, each in a form reasonably satisfactory to the Parties and duly executed by the appropriate Seller; (v) an omnibus assignment and assumption agreement, substantially in the form attached hereto as Exhibit Q (the “Assignment and Assumption Agreement”), together with all other instruments of assignment and assumption that are necessary to transfer the Purchased Contracts and Assumed Liabilities to Purchaser, each in a form reasonably satisfactory to the Parties and duly executed by the appropriate Seller; (vi) a novation agreement, substantially in the form attached hereto as Exhibit R (the “Novation Agreement”), duly executed by Sellers and the appropriate United States Governmental Authorities; (vii) a government related subcontract agreement, substantially in the form attached hereto as Exhibit S (the “Government Related Subcontract Agreement”), duly executed by Sellers; (viii) an omnibus intellectual property assignment agreement, substantially in the form attached hereto as Exhibit T (the “Intellectual Property Assignment Agreement”), duly executed by Sellers; (ix) a transition services agreement, substantially in the form attached hereto as Exhibit U (the “Transition Services Agreement”), duly executed by Sellers; (x) all quitclaim deeds or deeds without warranty (or equivalents for those parcels of Owned Real Property located in jurisdictions outside of the United States), in customary form, subject only to Permitted Encumbrances, conveying the Owned Real Property to Purchaser (the “Quitclaim Deeds”), duly executed by the appropriate Seller; (xi) all required Transfer Tax or sales disclosure forms relating to the Transferred Real Property (the “Transfer Tax Forms”), duly executed by the appropriate Seller; (xii) an assignment and assumption of the leases and subleases underlying the Leased Real Property, in substantially the form attached hereto as Exhibit V (the “Assignment and Assumption of Real Property Leases”), together with such other instruments of assignment and assumption that are necessary to transfer the leases and subleases underlying the Leased Real Property located in jurisdictions outside of the United States, each duly executed by Sellers; provided, however, that if it is required for the assumption and assignment of any lease or sublease underlying a Leased Real Property that a separate assignment and assumption for such lease or sublease be executed, then a separate assignment and assumption of such lease or sublease shall be executed in a form substantially similar to Exhibit V or as otherwise required to assume or assign such Leased Real Property; (xiii) an assignment and assumption of the lease in respect of the premises located at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, substantially in the form attached hereto as Exhibit W (the “Assignment and Assumption of Harlem Lease”), duly executed by Harlem; (xiv) an omnibus lease agreement in respect of the lease of certain portions of the Excluded Real Property that is owned real property, substantially in the form attached hereto as Exhibit X (the “Master Lease Agreement”), duly executed by Parent; (xv) [Reserved]; (xvi) the Saginaw Service Contracts, if required, duly executed by the appropriate Seller; (xvii) any easement agreements required under Section 6.27(c), duly executed by the appropriate Seller; (xviii) the Subdivision Master Lease, if required, duly executed by the appropriate Sellers; (xix) a certificate of an officer of each Seller (A) certifying that attached to such certificate are true and complete copies of (1) such Seller’s Organizational Documents, each as amended through and in effect on the Closing Date and (2) resolutions of the board of directors of such Seller, authorizing the execution, delivery and performance of this Agreement and the Ancillary Agreements to which such Seller is a party, the consummation of the transactions contemplated by this Agreement and such Ancillary Agreements and the matters set forth in Section 6.16(e), and (B) certifying as to the incumbency of the officer(s) of such Seller executing this Agreement and the Ancillary Agreements to which such Seller is a party; (xx) a certificate in compliance with Treas. Reg. §1.1445-2(b)(2) that each Seller is not a foreign person as defined under Section 897 of the Tax Code; (xxi) a certificate of good standing for each Seller from the Secretary of State of the State of Delaware; (xxii) their written agreement to treat the Relevant Transactions and the other transactions contemplated by this Agreement in accordance with Purchaser’s determination in Section 6.16; (xxiii) payoff letters and related Encumbrance-release documentation (including, if applicable, UCC-3 termination statements), each in a form reasonably satisfactory to the Parties and duly executed by the holders of the secured Indebtedness; and (xxiv) all books and records of Sellers described in Section 2.2(a)(xiv). (d) The UAW Collective Bargaining Agreement There shall not have occurred a Material Adverse Effect, and no event shall have been ratified by the membershipoccurred or circumstance exist that, shall in combination with any other events or circumstances, could reasonably be expected to have been assumed by the applicable Sellers and assigned to Purchaser, and shall be in full force and effecta Material Adverse Effect. (e) The UAW Retiree Settlement Agreement There shall have been executed and delivered by not be any Action commenced or threatened against Parent, Purchaser, the UAW and shall have been approved by the Bankruptcy Court as part Company or any of the Sale Approval OrderSellers involving any challenge to, or seeking damages or other relief in connection with the Transactions or that may have the effect of preventing, delaying, making illegal, or otherwise interfering with the Transactions. (f) The Canadian Operations Continuation Agreement Sellers shall have delivered to Purchaser the consents, waivers and approvals of the Persons identified on Schedule 8.1(f), in form and substance reasonably satisfactory to Purchaser. (g) Executed resolutions of the board of managers of each of Mediture and eClusive evidencing that all actions necessary or appropriate to terminate the Plans as described in Section 7.4, effective no later than the day immediately preceding the Closing Date, have been taken. (h) All Liens on the Company’s Assets other than Permitted Liens shall have been executed released in form and substance reasonably satisfactory to Purchaser. (i) Each of the items set forth in Section 3.2(a) shall have been delivered by the parties thereto in the form previously distributed among themto Purchaser.

Conditions to Obligations of Purchaser. The obligations obligation of Purchaser to consummate the transactions contemplated by this Agreement are shall be subject to the fulfillment satisfaction or written waiver, waiver at or prior to or at the Closing, Closing of each of the following conditions; provided, however, that in no event may Purchaser waive the conditions contained in Section 7.2(d) or Section 7.2(e):: (a) Each of Except for nonperformance or noncompliance with agreements or covenants that, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect, Sellers shall have performed and complied with all agreements and covenants required to be performed and complied with by Sellers under this Agreement at or prior to the Closing; (b) The representations and warranties of Sellers contained in ARTICLE Articles III and IV of this Agreement and of TDCC in Article IIIA of this Agreement shall be true and correct (disregarding for at and as of the purposes date of such determination any qualification as to materiality or Material Adverse Effect) this Agreement and at and as of the Closing Date as if made though restated on the Closing Date and as of such date (except for representations and warranties in the case of any representation or warranty that speak by its terms is made as of a specific date specified therein, in which case such representation or time, which representations and warranties warranty shall be true and correct only as of such date or timedate), except where the failure of one or more representations or warranties to the extent that any breaches of such representations be true and warrantiescorrect, individually or in the aggregate, have not had, or would not reasonably be expected to have, result in a Material Adverse Effect. (b) Sellers shall have performed or complied in all material respects with all agreements and obligations required by this Agreement to be performed or complied with by Sellers prior to or at the Closing.; (c) Sellers Purchaser shall have delivered, received the documents referred to in Section 2.04; (d) Purchaser shall have received from Sellers the executed agreements or caused arrangements referred to be delivered, to Purchaser:in Section 6.06; (ie) Purchaser shall have received from each Seller a certificate executed signed by an appropriate officer of each Seller as of the Closing Date by a duly authorized representative of Sellers, on behalf of Sellers and not in to such authorized representative’s individual capacity, certifying that Seller's compliance with the conditions set forth in Section 7.2(aparagraphs (a) and (b) of this Section 7.2(b) have been satisfied7.03; (iif) the Equity Registration Rights Agreement, duly executed by Parent; (iii) stock certificates or membership interest certificates, if any, evidencing the Transferred Equity Interests (other than in respect of the Equity Interests held by Sellers in RHI, Promark Global Advisors Limited, Promark Investments Trustees Limited and the Delayed Closing Entities, which the Parties agree may be transferred following the Closing in accordance with Section 6.30, Section 6.34 and Section 6.35), duly endorsed in blank or accompanied by stock powers (or similar documentation) duly endorsed in blank, in proper form for transfer to Purchaser, including any required stamps affixed thereto; (iv) an omnibus ▇▇▇▇ of sale, substantially in the form attached hereto as Exhibit P (the “▇▇▇▇ of Sale”), together with transfer tax declarations and all other instruments of conveyance that are necessary to effect transfer to Purchaser of title to the Purchased Assets, each in a form reasonably satisfactory to the Parties and duly executed by the appropriate Seller; (v) an omnibus assignment and assumption agreement, substantially in the form attached hereto as Exhibit Q (the “Assignment and Assumption Agreement”), together with all other instruments of assignment and assumption that are necessary to transfer the Purchased Contracts and Assumed Liabilities to Purchaser, each in a form reasonably satisfactory to the Parties and duly executed by the appropriate Seller; (vi) a novation agreement, substantially in the form attached hereto as Exhibit R (the “Novation Agreement”), duly executed by Sellers and the appropriate United States Governmental Authorities; (vii) a government related subcontract agreement, substantially in the form attached hereto as Exhibit S (the “Government Related Subcontract Agreement”), duly executed by Sellers; (viii) an omnibus intellectual property assignment agreement, substantially in the form attached hereto as Exhibit T (the “Intellectual Property Assignment Agreement”), duly executed by Sellers; (ix) a transition services agreement, substantially in the form attached hereto as Exhibit U (the “Transition Services Agreement”), duly executed by Sellers; (x) all quitclaim deeds or deeds without warranty (or equivalents for those parcels of Owned Real Property located in jurisdictions outside of the United States), in customary form, subject only to Permitted Encumbrances, conveying the Owned Real Property to Purchaser (the “Quitclaim Deeds”), duly executed by the appropriate Seller; (xi) all required Transfer Tax or sales disclosure forms relating to the Transferred Real Property (the “Transfer Tax Forms”), duly executed by the appropriate Seller; (xii) an assignment and assumption of the leases and subleases underlying the Leased Real Property, in substantially the form attached hereto as Exhibit V (the “Assignment and Assumption of Real Property Leases”), together with such other instruments of assignment and assumption that are necessary to transfer the leases and subleases underlying the Leased Real Property located in jurisdictions outside of the United States, each duly executed by Sellers; provided, however, that if it is required for the assumption and assignment of any lease or sublease underlying a Leased Real Property that a separate assignment and assumption for such lease or sublease be executed, then a separate assignment and assumption of such lease or sublease shall be executed in a form substantially similar to Exhibit V or as otherwise required to assume or assign such Leased Real Property; (xiii) an assignment and assumption of the lease in respect of the premises located at ▇▇▇▇ ▇have received from ▇▇▇▇▇ ▇▇▇▇▇ & ▇▇, ▇▇▇ ▇▇▇▇, Sellers\rquote counsel, an opinion of counsel relating to this transaction substantially in the form of Exhibit D; (g) Purchaser shall have received from Graves, Dougherty, ▇▇▇▇▇▇ & ▇▇▇▇▇, the Company's counsel, an opinion of counsel relating to this transaction substantially in the form attached hereto as of Exhibit W (the “Assignment and Assumption of Harlem Lease”), duly executed by Harlem; (xiv) an omnibus lease agreement in respect of the lease of certain portions of the Excluded Real Property that is owned real property, substantially in the form attached hereto as Exhibit X (the “Master Lease Agreement”), duly executed by Parent; (xv) [Reserved]; (xvi) the Saginaw Service Contracts, if required, duly executed by the appropriate Seller; (xvii) any easement agreements required under Section 6.27(c), duly executed by the appropriate Seller; (xviii) the Subdivision Master Lease, if required, duly executed by the appropriate Sellers; (xix) a certificate of an officer of each Seller (A) certifying that attached to such certificate are true and complete copies of (1) such Seller’s Organizational Documents, each as amended through and in effect on the Closing Date and (2) resolutions of the board of directors of such Seller, authorizing the execution, delivery and performance of this Agreement and the Ancillary Agreements to which such Seller is a party, the consummation of the transactions contemplated by this Agreement and such Ancillary Agreements and the matters set forth in Section 6.16(e), and (B) certifying as to the incumbency of the officer(s) of such Seller executing this Agreement and the Ancillary Agreements to which such Seller is a party; (xx) a certificate in compliance with Treas. Reg. §1.1445-2(b)(2) that each Seller is not a foreign person as defined under Section 897 of the Tax Code; (xxi) a certificate of good standing for each Seller from the Secretary of State of the State of Delaware; (xxii) their written agreement to treat the Relevant Transactions and the other transactions contemplated by this Agreement in accordance with Purchaser’s determination in Section 6.16; (xxiii) payoff letters and related Encumbrance-release documentation (including, if applicable, UCC-3 termination statements), each in a form reasonably satisfactory to the Parties and duly executed by the holders of the secured IndebtednessE; and (xxivh) all books the representations and records warranties of Sellers described in Section 2.2(a)(xiv). (d) The UAW Collective Bargaining Agreement shall have been ratified by the membership, shall have been assumed by the applicable Sellers 4.22 and assigned to Purchaser, and Section 4.23 shall be in full force true and effectcorrect at and as of May 31, 1998. (e) The UAW Retiree Settlement Agreement shall have been executed and delivered by the UAW and shall have been approved by the Bankruptcy Court as part of the Sale Approval Order. (f) The Canadian Operations Continuation Agreement shall have been executed and delivered by the parties thereto in the form previously distributed among them.

Conditions to Obligations of Purchaser. The obligations obligation of the Purchaser to consummate purchase the transactions contemplated by this Agreement are Securities is subject to the fulfillment or written waiver, prior to or at the Closing, of each satisfaction of the following conditions; provided, however, that in no event may Purchaser waive conditions unless waived by the conditions contained in Section 7.2(d) or Section 7.2(e): (a) Each of the representations and warranties of Sellers contained in ARTICLE IV of this Agreement shall be true and correct (disregarding for the purposes of such determination any qualification as to materiality or Material Adverse Effect) as of the Closing Date as if made on the Closing Date (except for representations and warranties that speak as of a specific date or time, which representations and warranties shall be true and correct only as of such date or time), except to the extent that any breaches of such representations and warranties, individually or in the aggregate, have not had, or would not reasonably be expected to have, a Material Adverse Effect. (b) Sellers shall have performed or complied in all material respects with all agreements and obligations required by this Agreement to be performed or complied with by Sellers prior to or at the Closing. (c) Sellers shall have delivered, or caused to be delivered, to Purchaser: (i) a certificate executed as 6.1.1 The Certificate of the Closing Date by a duly authorized representative Designation of SellersSeries B Convertible Preferred Stock, on behalf of Sellers and not in such authorized representative’s individual capacity, certifying that the conditions set forth in Section 7.2(a) and Section 7.2(b) have been satisfied; (ii) the Equity Registration Rights Agreement, duly executed by Parent; (iii) stock certificates or membership interest certificates, if any, evidencing the Transferred Equity Interests (other than in respect of the Equity Interests held by Sellers in RHI, Promark Global Advisors Limited, Promark Investments Trustees Limited and the Delayed Closing Entities, which the Parties agree may be transferred following the Closing in accordance with Section 6.30, Section 6.34 and Section 6.35), duly endorsed in blank or accompanied by stock powers (or similar documentation) duly endorsed in blank, in proper form for transfer to Purchaser, including any required stamps affixed thereto; (iv) an omnibus ▇▇▇▇ of sale, substantially in the form attached hereto as Exhibit P (A, shall have been duly adopted, executed and filed with the “▇▇▇▇ Secretary of Sale”)State of the State of Delaware, together with transfer tax declarations and all other instruments evidence of conveyance that are necessary to effect transfer to Purchaser of title such filing shall have been delivered to the Purchased Assets, each Purchaser. The Certificate of Designation shall be in a form reasonably satisfactory full force and effect as of the Closing Date and shall not have been amended or modified. 6.1.2 Certificates evidencing the Securities shall have been made available for inspection by the Purchaser and for delivery by the Company to the Parties and duly Purchaser against payment therefor. 6.1.3 A Warrant Certificate in the form of Exhibit B shall have been executed by the appropriate Seller;Company and made available for inspection by the Purchaser and for delivery by the Company to the Purchaser against payment therefor. (v) an omnibus assignment 6.1.4 The Registration Rights Agreement in the form of Exhibit C shall have been executed by the Company and assumption agreementHHB, substantially and delivered to the Purchaser and shall be in full force and effect as of the Closing Date. 6.1.5 The Certificate of Amendment to Certificate of Incorporation in the form attached hereto as Exhibit Q D, creating a class of non-voting common stock (the “Assignment and Assumption Agreement”"Non-Voting Common Stock"), together and providing specific provisions for removal of directors of the Company, shall have been duly adopted, executed and filed with all other instruments the Secretary of assignment State of the State of Delaware, and assumption that are necessary to transfer the Purchased Contracts and Assumed Liabilities to Purchaser, each in a form reasonably satisfactory evidence of such filing shall have been delivered to the Parties and duly executed by the appropriate Seller; (vi) a novation agreement, substantially in the form attached hereto as Exhibit R (the “Novation Agreement”), duly executed by Sellers and the appropriate United States Governmental Authorities; (vii) a government related subcontract agreement, substantially in the form attached hereto as Exhibit S (the “Government Related Subcontract Agreement”), duly executed by Sellers; (viii) an omnibus intellectual property assignment agreement, substantially in the form attached hereto as Exhibit T (the “Intellectual Property Assignment Agreement”), duly executed by Sellers; (ix) a transition services agreement, substantially in the form attached hereto as Exhibit U (the “Transition Services Agreement”), duly executed by Sellers; (x) all quitclaim deeds or deeds without warranty (or equivalents for those parcels Purchaser. The Certificate of Owned Real Property located in jurisdictions outside of the United States), in customary form, subject only to Permitted Encumbrances, conveying the Owned Real Property to Purchaser (the “Quitclaim Deeds”), duly executed by the appropriate Seller; (xi) all required Transfer Tax or sales disclosure forms relating to the Transferred Real Property (the “Transfer Tax Forms”), duly executed by the appropriate Seller; (xii) an assignment and assumption of the leases and subleases underlying the Leased Real Property, in substantially the form attached hereto as Exhibit V (the “Assignment and Assumption of Real Property Leases”), together with such other instruments of assignment and assumption that are necessary to transfer the leases and subleases underlying the Leased Real Property located in jurisdictions outside of the United States, each duly executed by Sellers; provided, however, that if it is required for the assumption and assignment of any lease or sublease underlying a Leased Real Property that a separate assignment and assumption for such lease or sublease be executed, then a separate assignment and assumption of such lease or sublease Amendment shall be executed in a form substantially similar to Exhibit V or full force and effect as otherwise required to assume or assign such Leased Real Property; (xiii) an assignment and assumption of the lease in respect of the premises located at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, substantially in the form attached hereto as Exhibit W (the “Assignment and Assumption of Harlem Lease”), duly executed by Harlem; (xiv) an omnibus lease agreement in respect of the lease of certain portions of the Excluded Real Property that is owned real property, substantially in the form attached hereto as Exhibit X (the “Master Lease Agreement”), duly executed by Parent; (xv) [Reserved]; (xvi) the Saginaw Service Contracts, if required, duly executed by the appropriate Seller; (xvii) any easement agreements required under Section 6.27(c), duly executed by the appropriate Seller; (xviii) the Subdivision Master Lease, if required, duly executed by the appropriate Sellers; (xix) a certificate of an officer of each Seller (A) certifying that attached to such certificate are true and complete copies of (1) such Seller’s Organizational Documents, each as amended through and in effect on the Closing Date and (2) resolutions shall not have been amended or modified. 6.1.6 HHB shall have delivered to the Company, for cancellation in accordance with this Agreement, its certificates for Series A Preferred Stock and its original notes evidencing the indebtedness of the Company to HHB. 6.1.7 The representations and warranties of the Company contained in this Agreement that are limited by materiality shall be true and correct, and the representations and warranties made without such limitation shall be true and correct in all material respects, in each case with the same force and effect as though made on the Closing Date; from the date hereof to the Closing Date there shall have been no adverse change in the business, prospects (as disclosed by the Company to the Purchaser or as described in the Company's business plan or publicly disclosed in filings or press releases), financial condition or results of operations of the Company that is material to the Company taken as a whole; the Company shall have performed in all material respects all of the covenants and agreements set forth herein required to be performed by it prior to the Closing; and a certificate to such effect executed by an executive officer of the Company shall have been delivered to the Purchaser on the Closing Date. 6.1.8 No temporary restraining order, preliminary or permanent injunction or other order issued by any court of competent jurisdiction or other legal restraint or prohibition (an "Injunction") preventing the consummation of the transactions contemplated hereby shall be in effect, nor shall any proceeding by any regulatory authority or other Person seeking an Injunction be pending nor shall any necessary regulatory approval or consent required by law for consummation of the transactions contemplated hereby not have been obtained. There shall not be any action taken, or any statute, rule, regulation or order enacted, entered, enforced or deemed applicable to the transactions contemplated hereby which makes the consummation of such transactions illegal. 6.1.9 Two persons to be identified in writing by the Purchaser shall have been elected as directors of the Company, effective immediately upon consummation of the Closing. 6.1.10 The Company shall have made all filings under all applicable federal and state securities and corporations laws necessary to be made prior to the consummation and issuance of the Shares and the Warrants pursuant to this Agreement in compliance with such laws. 6.1.11 The Company shall have entered into an amended and restated employment agreement with Bill D. Stewart in the form of Exhibit I. 6.1.12 The Management Services Agreement in the form of Exhibit E shall have been executed by the Company and delivered to the Purchaser and shall be in full force and effect as of the Closing Date. 6.1.13 The Company shall have delivered to the Purchaser (1) certified copies of (a) the resolutions duly adopted by the Company's board of directors of such Seller, authorizing the execution, delivery and performance of this Agreement, the Registration Rights Agreement, the Warrants, the Management Services Agreement and each of the Ancillary Agreements to which such Seller is a partyother agreements contemplated hereby, the filing of the Certificate of Designation, the issuance and sale of the Shares, the filing of the Certificate of Amendment, the issuance of the Warrants, the reservation for issuance upon conversion of the Shares and the exercise of the Warrants an aggregate of 47,182,271 shares of Common Stock and the consummation of all other transactions contemplated by this Agreement, (2) certified copies of the Certificate of Incorporation, the Certificate of Designation, the Certificate of Amendment to the Certificate of Incorporation, and the Company's bylaws, each as in effect at the Closing, and (3) copies of any third party and governmental consents, approvals and filings required in connection with the consummation of the transactions hereunder. 6.1.14 The Company's lenders shall have waived in writing all events of default under all existing loan documents between the Company and such lenders and the Company, provided that effectiveness of such waivers may be contingent on the closing of the transactions contemplated by this Agreement Agreement. The Company's lenders shall have entered into a modified lending agreement in the form attached hereto as Exhibit F. 6.1.15 The Company shall have delivered to the Purchaser a legal opinion of counsel for the Company substantially in the form of Exhibit E attached hereto. 6.1.16 The transfer agent for the Company shall have provided a certificate stating the issued and such Ancillary Agreements outstanding shares of Common Stock as of December 14, 2001. 6.1.17 HHB and the matters set forth in Section 6.16(e), Company shall have executed and (B) certifying as delivered an Amendment to the incumbency Financing Agreement between the Company and HHB dated March 17, 1999, as amended June 1, 1999, in the form of Exhibit J hereto, providing that the officer(s) warrants exercisable in connection therewith shall be exercisable for an aggregate of such Seller executing this Agreement and the Ancillary Agreements to which such Seller is a party;600,000 shares of Nonvoting Common Stock. (xx) a certificate in compliance with Treas. Reg. §1.1445-2(b)(2) that each Seller is not a foreign person as defined under Section 897 of the Tax Code; (xxi) a certificate of good standing for each Seller from the Secretary of State of the State of Delaware; (xxii) their written agreement to treat the Relevant Transactions and the other transactions contemplated by this 6.1.18 The Voting Agreement in accordance with Purchaser’s determination in Section 6.16; (xxiii) payoff letters and related Encumbrance-release documentation (including, if applicable, UCC-3 termination statements), each in a the form reasonably satisfactory to the Parties and duly executed by the holders of the secured Indebtedness; and (xxiv) all books and records of Sellers described in Section 2.2(a)(xiv). (d) The UAW Collective Bargaining Agreement shall have been ratified by the membership, shall have been assumed by the applicable Sellers and assigned to Purchaser, and shall be in full force and effect. (e) The UAW Retiree Settlement Agreement Exhibit H hereto shall have been executed and delivered to Westgate by the UAW and shall have been approved by the Bankruptcy Court as part of the Sale Approval OrderHHB. (f) The Canadian Operations Continuation Agreement shall have been executed and delivered by the parties thereto in the form previously distributed among them.

Conditions to Obligations of Purchaser. The obligations of Purchaser to consummate the transactions contemplated by this Agreement Transactions are subject to the fulfillment satisfaction or written waiver, at or prior to or at the Closing, of each of the following conditions; provided, however, that in no event may Purchaser waive the conditions contained in Section 7.2(d) or Section 7.2(e):: (a) Each of the representations and warranties of Sellers Seller Parties contained in ARTICLE IV of this Agreement shall be true and correct (disregarding for the purposes of such determination any qualification as to materiality or Material Adverse Effect) as of the Closing Date as if though made on the Closing Date (except for to the extent such representations and warranties that speak relate to an earlier date, in which case as of a specific date or timesuch earlier date), which representations and warranties shall except as the failure to be so true and correct only as of such date or time), except to the extent that any breaches of such representations and warranties, individually or in the aggregate, have not had, or would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect., but without taking into account separate materiality qualifications, if any, within any such representation and warranty, and no Company Material Adverse Effect has occurred; (b) Sellers Seller Parties and the Company shall have performed or complied in all material respects with all agreements and obligations required by this Agreement to be performed by each of them under this Agreement on or complied with by Sellers prior to or at the ClosingClosing Date; [*** ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. (c) Sellers shall have delivered, The consents or caused to be delivered, to Purchaser: (i) a certificate executed as approvals for assignment of the Closing Date by a duly authorized representative of Sellers, on behalf of Sellers and not Company Significant Contracts listed in such authorized representative’s individual capacity, certifying that the conditions set forth in Section 7.2(a) and Section 7.2(bSchedule 5.2(c) have been satisfiedobtained, and the consents or approvals of the Third Parties or Governmental Bodies set forth on Schedule 5.2(c) have been obtained; (iid) the Equity Registration Rights Agreement, duly executed by Parent; (iii) stock certificates or membership interest certificates, if any, evidencing the Transferred Equity Interests (other than in respect delivery of the Equity Interests held by Sellers in RHI, Promark Global Advisors Limited, Promark Investments Trustees Limited and the Delayed Closing Entities, which the Parties agree may be transferred following the Closing in accordance with Section 6.30, Section 6.34 and Section 6.35), duly endorsed in blank or accompanied by stock powers (or similar documentation) duly endorsed in blank, in proper form for transfer to Purchaser, including any required stamps affixed thereto; (iv) an omnibus ▇▇▇▇ of sale, substantially in the form attached hereto as Exhibit P (the “▇▇▇▇ of Sale”), together with transfer tax declarations and all other instruments of conveyance that are necessary to effect transfer to Purchaser of title to the Purchased Assets, each in a form reasonably satisfactory to the Parties and duly executed by the appropriate Seller; (v) an omnibus assignment and assumption agreement, substantially in the form attached hereto as Exhibit Q (the “Assignment and Assumption Agreement”), together with all other instruments of assignment and assumption that are necessary to transfer the Purchased Contracts and Assumed Liabilities to Purchaser, each in a form reasonably satisfactory to the Parties and duly executed by the appropriate Seller; (vi) a novation agreement, substantially in the form attached hereto as Exhibit R (the “Novation Agreement”), duly executed by Sellers and the appropriate United States Governmental Authorities; (vii) a government related subcontract agreement, substantially in the form attached hereto as Exhibit S (the “Government Related Subcontract Agreement”), duly executed by Sellers; (viii) an omnibus intellectual property assignment agreement, substantially in the form attached hereto as Exhibit T (the “Intellectual Property Assignment Agreement”), duly executed by Sellers; (ix) a transition services agreement, substantially in the form attached hereto as Exhibit U (the “Transition Services Agreement”), duly executed by Sellers; (x) all quitclaim deeds or deeds without warranty (or equivalents for those parcels of Owned Real Property located in jurisdictions outside of the United States), in customary form, subject only to Permitted Encumbrances, conveying the Owned Real Property to Purchaser (the “Quitclaim Deeds”), duly executed by the appropriate Seller; (xi) all required Transfer Tax or sales disclosure forms relating to the Transferred Real Property (the “Transfer Tax Forms”), duly executed by the appropriate Seller; (xii) an assignment and assumption of the leases and subleases underlying the Leased Real Property, agreement in substantially the form attached hereto as Exhibit V D; and (e) Seller Parties shall deliver, or cause to be delivered to Purchaser, the “Assignment and Assumption of Real Property Leases”), together with such other instruments of assignment and assumption that are necessary to transfer the leases and subleases underlying the Leased Real Property located in jurisdictions outside following: (i) a non-foreign affidavit from ATI dated as of the United StatesClosing Date, each duly executed by Sellers; providedsworn under penalty of perjury in accordance with the requirements of the Treasury Regulations issued pursuant to Section 1445 of the Code, however, that if it is required for the assumption and assignment of any lease or sublease underlying a Leased Real Property that a separate assignment and assumption for such lease or sublease be executed, then a separate assignment and assumption of such lease or sublease shall be executed in a form substantially similar reasonably satisfactory to Exhibit V or as otherwise required to assume or assign such Leased Real Property; (xiii) an assignment and assumption of the lease in respect of the premises located at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇Purchaser, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, substantially in the form attached hereto as Exhibit W (the “Assignment and Assumption of Harlem Lease”), duly executed by Harlem; (xiv) an omnibus lease agreement in respect of the lease of certain portions of the Excluded Real Property stating that is owned real property, substantially in the form attached hereto as Exhibit X (the “Master Lease Agreement”), duly executed by Parent; (xv) [Reserved]; (xvi) the Saginaw Service Contracts, if required, duly executed by the appropriate Seller; (xvii) any easement agreements required under Section 6.27(c), duly executed by the appropriate Seller; (xviii) the Subdivision Master Lease, if required, duly executed by the appropriate Sellers; (xix) a certificate of an officer of each Seller (A) certifying that attached to such certificate are true and complete copies of (1) such Seller’s Organizational Documents, each as amended through and in effect on the Closing Date and (2) resolutions of the board of directors of such Seller, authorizing the execution, delivery and performance of this Agreement and the Ancillary Agreements to which such Seller is a party, the consummation of the transactions contemplated by this Agreement and such Ancillary Agreements and the matters set forth in Section 6.16(e), and (B) certifying as to the incumbency of the officer(s) of such Seller executing this Agreement and the Ancillary Agreements to which such Seller is a party; (xx) a certificate in compliance with Treas. Reg. §1.1445-2(b)(2) that each Seller ATI is not a “foreign person person” as defined under in Section 897 1445 of the Tax Code; (xxiii) a certificate of good standing for each Seller from the Secretary of State of the State of DelawareDelaware and any other jurisdictions in which the Company is qualified to do business; (xxiiiii) their written agreement resignations of all officers and directors of the Company, to treat be effective as of the Relevant Transactions and the other transactions contemplated by this Agreement in accordance with Purchaser’s determination in Section 6.16Closing; (xxiiiiv) payoff letters and related Encumbrance-release documentation (includingthe Escrow Agreement, if applicable, UCC-3 termination statements), each in a form reasonably satisfactory to the Parties and duly executed by the holders of the secured IndebtednessSeller Parties; and (xxivv) all books and records a certificate of Sellers described each Seller Party, executed by an officer of such Seller Party, that each of the conditions set forth in Section 2.2(a)(xiv5.2(a) and Section 5.2(b) has been satisfied (the “Seller Certificate”). (d) The UAW Collective Bargaining Agreement shall have been ratified by the membership, shall have been assumed by the applicable Sellers and assigned to Purchaser, and shall be in full force and effect. (e) The UAW Retiree Settlement Agreement shall have been executed and delivered by the UAW and shall have been approved by the Bankruptcy Court as part of the Sale Approval Order. (f) The Canadian Operations Continuation Agreement shall have been executed and delivered by the parties thereto in the form previously distributed among them.

Conditions to Obligations of Purchaser. The obligations obligation of the Purchaser to consummate the transactions contemplated by this Agreement are Closing is further subject to the fulfillment satisfaction (or written waiver, waiver by the Purchaser) at or prior to or at the Closing, of each Closing of the following conditions; provided, however, that in no event may Purchaser waive the conditions contained in Section 7.2(d) or Section 7.2(e):: (aA) Each of the The representations and warranties of Sellers Seller Parties contained in ARTICLE IV of this Agreement and in any certificate or other writing delivered by a Seller Party to Purchaser shall be true and correct on and as of the Closing Date with the same force and effect as though made on and as of the Closing Date (disregarding for the purposes except that any such representations and warranties that are given as of a particular date and refer solely to a particular date or period shall be true and correct as of such determination any qualification date or period with the same force and effect as if made on and as of such date or period), except where the failure to be true and correct, disregarding all qualifications and exceptions contained therein relating to materiality or Material Adverse Effect) as of the Closing Date as if made on the Closing Date (except for representations and warranties that speak as of a specific date or time, which representations and warranties shall be true and correct only as of such date or time), except to the extent that any breaches of such representations and warranties, individually or in the aggregate, have not had, or would not reasonably be expected to have, have a Material Adverse Effect. , (bB) Sellers Seller Parties shall have duly performed or and complied in all material respects with all agreements each obligation, covenant and obligations agreement required by this Agreement to be performed or complied with by Sellers Seller Parties at or prior to or at the Closing. , and (cC) Sellers Purchaser shall have delivered, or caused received certificates signed by the Chief Executive Officers and Chief Financial Officers of Parent to be delivered, to Purchaser: (i) a certificate executed as of the Closing Date by a duly authorized representative of Sellers, on behalf of Sellers and not in such authorized representative’s individual capacity, certifying effect that the foregoing conditions set forth in Section 7.2(a) and Section 7.2(b) have been satisfied; (ii) No Governmental Entity shall have commenced any suit, action or other proceeding seeking a temporary restraining order, preliminary or permanent injunction or other order preventing the Equity Registration Rights Agreementconsummation of a transaction contemplated hereby, duly executed by Parentor damages other than any such proceeding which would not be reasonably likely to (A) materially interfere with the consummation of a transaction contemplated hereby or (B) materially and adversely affect the benefits which Purchaser could reasonably expect to derive from consummation of such transaction; (iii) stock certificates or membership interest certificatesAll (A) consents and approvals of each Person set forth on Schedule 6.2(iii) and (B) other consents and approvals which, if anynot obtained, evidencing would be material to the Transferred Equity Interests (other than in respect of the Equity Interests held by Sellers in RHIBusiness, Promark Global Advisors Limitedshall have been obtained, Promark Investments Trustees Limited and the Delayed Closing Entities, which Purchaser shall have received written evidence reasonably satisfactory to the Parties agree may be transferred following the Closing in accordance with Section 6.30, Section 6.34 Purchaser that all such consents and Section 6.35), duly endorsed in blank or accompanied by stock powers (or similar documentation) duly endorsed in blank, in proper form for transfer to Purchaser, including any required stamps affixed theretoapprovals have been obtained; (iv) an omnibus ▇▇▇▇ The Audited Opening Financial Statements and the Closing Financial Statements shall reflect Policyholders' Surplus of sale, substantially in the form attached hereto as Exhibit P at least one hundred five million dollars (the “▇▇▇▇ of Sale”), together with transfer tax declarations and all other instruments of conveyance that are necessary to effect transfer to Purchaser of title $105 million)(Calculated According to the Purchased Assets, each in a form reasonably satisfactory Transaction Calculation Memo) and GAAP Net Worth of at least one hundred sixty two million dollars ($162 million)(Calculated According to the Parties and duly executed by the appropriate SellerTransaction Calculation Memo); (v) an omnibus assignment and assumption agreement, substantially in The Audited Opening Financial Statements shall not be materially different from the form attached hereto Opening Financial Statements (except as Exhibit Q (the “Assignment and Assumption Agreement”), together with all other instruments of assignment and assumption that are necessary to transfer the Purchased Contracts and Assumed Liabilities to Purchaser, each in a form reasonably satisfactory to the Parties and duly executed otherwise required by the appropriate SellerGAAP Financial Statement Methods or SAP Financial Statement Methods, as applicable); (vi) a novation agreementSeller Parties have fulfilled their obligations pursuant to the first sentence of Section 5.24(a), substantially provided that Purchaser fulfills its notice obligation set forth in the form attached hereto as Exhibit R (the “Novation Agreement”first sentence of Section 5.24(a), duly executed by Sellers and the appropriate United States Governmental Authorities; (vii) There shall not, in any three-month period commencing with January 2000, be a government related subcontract agreement, substantially reduction of gross written premium relating to the Business that is greater than 25% of the amount of gross written premium attributable to the Business over the same three-month period in the form attached hereto as Exhibit S (the “Government Related Subcontract Agreement”), duly executed by Sellersprior calendar year; (viii) an omnibus intellectual property assignment agreementSeller Parties have obtained the assignments, substantially consents and waivers from the third party reinsurers listed on Schedule 6.2(viii) relating to the Reinsurance Recoverables under the Third Party Reinsurance Contracts to which such reinsurers are a party, in accordance with the form attached hereto as Exhibit T (the “Intellectual Property Assignment Agreement”requirements set forth in Section 5.12(a), duly executed by Sellers; (ix) a transition services agreement, substantially in the form attached hereto as Exhibit U (the “Transition Services Agreement”), duly executed by SellersSeller Parties have fulfilled their obligations under Section 5.38; (x) all quitclaim deeds The Pennsylvania Insurance Department or deeds without warranty (or equivalents for those parcels of Owned Real Property located in jurisdictions outside of the United States), in customary form, subject only to Permitted Encumbrances, conveying the Owned Real Property to Purchaser Insurance Commissioner (the “Quitclaim Deeds”)"Commissioner") shall have notified RIC that the RBC Company Action Plan submitted by RIC to the Commissioner on March 31, duly executed by 2000 pursuant to the appropriate Sellerprovisions of 40 P.S. ss.221.1-A et seq. is acceptable; (xi) all required Transfer Tax or sales disclosure forms relating Purchaser shall have received copies of the responses from the Pennsylvania Insurance Department to the Transferred Real Property letters regarding the transactions contemplated hereby sent by (the “Transfer Tax Forms”), duly executed by the appropriate Seller; (xiii) an assignment and assumption of the leases and subleases underlying the Leased Real Property, in substantially the form attached hereto as Exhibit V (the “Assignment and Assumption of Real Property Leases”), together with such other instruments of assignment and assumption that are necessary to transfer the leases and subleases underlying the Leased Real Property located in jurisdictions outside of the United States, each duly executed by Sellers; provided, however, that if it is required for the assumption and assignment of any lease or sublease underlying a Leased Real Property that a separate assignment and assumption for such lease or sublease be executed, then a separate assignment and assumption of such lease or sublease shall be executed in a form substantially similar to Exhibit V or as otherwise required to assume or assign such Leased Real Property; (xiii) an assignment and assumption of the lease in respect of the premises located at ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Corporate Senior Vice President, General Counsel and Corporate Secretary of RIC, to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ of the Pennsylvania Insurance Department, dated April 7, 2000, and (ii) ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Senior Vice President and General Counsel of TAP to ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, substantially in Esq. of the form attached hereto as Exhibit W (the “Assignment and Assumption of Harlem Lease”)Pennsylvania Insurance Department, duly executed by Harlemdated on or about April 10, 2000, which responses shall be reasonably acceptable to Purchaser; (xivxii) an omnibus lease agreement in respect of Each Seller Party shall be, prior to and after giving effect to the lease of certain portions of the Excluded Real Property that is owned real property, substantially in the form attached hereto as Exhibit X (the “Master Lease Agreement”), duly executed by Parent; (xv) [Reserved]; (xvi) the Saginaw Service Contracts, if required, duly executed by the appropriate Seller; (xvii) any easement agreements required under Section 6.27(c), duly executed by the appropriate Seller; (xviii) the Subdivision Master Lease, if required, duly executed by the appropriate Sellers; (xix) a certificate of an officer of each Seller (A) certifying that attached to such certificate are true and complete copies of (1) such Seller’s Organizational Documents, each as amended through and in effect on the Closing Date and (2) resolutions of the board of directors of such Seller, authorizing the execution, delivery and performance consummation of this Agreement and the Ancillary Agreements Agreements, Solvent and not Impaired; (xiii) No Seller Party, as of or after giving effect to which such Seller is a party, the consummation of the transactions contemplated by this Agreement and such Ancillary Agreements and the matters set forth in Section 6.16(e), and (B) certifying as to the incumbency of the officer(s) of such Seller executing this Agreement and the Ancillary Agreements, shall have unreasonably small capital with which to conduct its business or shall be unable to pay its debts as (xiv) No Seller Insurer Party shall be subject to any supervision, conservation, liquidation, rehabilitation, delinquency or similar proceeding, or investigation or inquiry which is reasonably likely to result in such a proceeding, under Applicable Law; (xv) Parent shall not be subject to any action, suit, investigation, judgment or proceeding under Federal bankruptcy law, or any investigation or inquiry which is reasonably likely to result in any of the foregoing; (xvi) Seller Parties have sold, assigned and transferred to Purchaser all of Seller Parties' respective right, title and interest in the Transferred Assets; (xvii) Seller Parties have licensed to Purchaser all of Seller Parties' right, title and interest in the Shared Intellectual Property; (xviii) Seller Parties have entered into the Specified Reinsurance Agreements and the Administrative Services Agreements; (xix) Each Seller Party shall have executed and delivered each of the Ancillary Agreements to which such Seller it is a party; (xx) a certificate in compliance with Treas. Reg. §1.1445-2(b)(2) that each Seller is not a foreign person as defined under Section 897 of the Tax Code; (xxi) a certificate of good standing for each Seller from the Secretary of State of the State of Delaware; (xxii) their written agreement to treat the Relevant Transactions and the other transactions contemplated by this Agreement in accordance with Purchaser’s determination in Section 6.16; (xxiii) payoff letters and related Encumbrance-release documentation (including, if applicable, UCC-3 termination statements), each in a form reasonably satisfactory to the Parties and duly executed by the holders of the secured Indebtedness; and (xxiv) all books and records of Sellers described in Section 2.2(a)(xiv). (d) The UAW Collective Bargaining Agreement shall have been ratified by the membership, shall have been assumed by the applicable Sellers and assigned to Purchaser, and shall be in full force and effect. (e) The UAW Retiree Settlement Agreement shall have been executed and delivered by the UAW and shall have been approved by the Bankruptcy Court as part of the Sale Approval Order. (f) The Canadian Operations Continuation Agreement shall have been executed and delivered by the parties thereto in the form previously distributed among them.

Conditions to Obligations of Purchaser. The obligations obligation of Purchaser to consummate the transactions contemplated by this Agreement are Transactions shall be subject to the fulfillment or written waiver, at or prior to or at the Closing, of each of the following conditions; provided, however, that in no event may Purchaser waive the conditions contained in Section 7.2(d) or Section 7.2(e):: (a) Each of the The representations and warranties in Section 3.01, Section 3.02, Section 3.05(b), Section 4.01 and Section 4.02 shall be true and correct as if restated on and as of Sellers the Closing Date and in the case of each other representation and warranty contained in ARTICLE IV of this Agreement Article III and Article IV, except for any failure to be true and correct that has not had and would not reasonably be expected to have a Material Adverse Effect, such representation or warranty (disregarding all materiality and Material Adverse Effect qualifications contained therein), shall be true and correct (disregarding for the purposes of such determination any qualification i) as to materiality or Material Adverse Effect) if restated on and as of the Closing Date as or (ii) if made on the Closing Date (except for representations and warranties that speak as of a specific date or timespecified therein, which representations and warranties shall be true and correct only as of such date date, and Purchaser shall have received a certificate signed by a senior officer of Seller to such effect. (b) The covenants, obligations and agreements contained in this Agreement to be complied with by Seller on or time)before the Closing shall have been complied with in all material respects, except that (i) Seller shall have complied in all material respects with its obligations under Section 6.16 other than any inadvertent failure to the extent comply that any breaches of such representations has not had and warranties, individually or in the aggregate, have not had, or would not reasonably be expected to have, have a Material Adverse Effect. Effect and (bii) Sellers Seller shall have performed or complied in all material respects with all agreements and its obligations required by this Agreement under Article II to be performed or complied with by Sellers prior to Seller on or at before the Closing, and Purchaser shall have received a certificate signed by a senior officer of Seller to such effect. (c) Sellers Each of Seller and, if applicable, its Subsidiaries shall have delivered, or caused to be delivered, to Purchaser: (i) a certificate executed as of the Closing Date by a duly authorized representative of Sellers, on behalf of Sellers and not in such authorized representative’s individual capacity, certifying that the conditions set forth in Section 7.2(a) and Section 7.2(b) have been satisfied; (ii) the Equity Registration Rights Agreement, duly executed by Parent; (iii) stock certificates or membership interest certificates, if any, evidencing the Transferred Equity Interests (other than in respect of the Equity Interests held by Sellers in RHI, Promark Global Advisors Limited, Promark Investments Trustees Limited and the Delayed Closing Entities, which the Parties agree may be transferred following the Closing in accordance with Section 6.30, Section 6.34 and Section 6.35), duly endorsed in blank or accompanied by stock powers (or similar documentation) duly endorsed in blank, in proper form for transfer to Purchaser, including any required stamps affixed thereto; (iv) an omnibus ▇▇▇▇ of sale, substantially in the form attached hereto as Exhibit P (the “▇▇▇▇ of Sale”), together with transfer tax declarations and all other instruments of conveyance that are necessary to effect transfer delivered to Purchaser each of title to the Purchased Assets, each in a form reasonably satisfactory to the Parties and duly executed by the appropriate Seller; (v) an omnibus assignment and assumption agreement, substantially in the form attached hereto as Exhibit Q (the “Assignment and Assumption Agreement”), together with all other instruments of assignment and assumption that are necessary to transfer the Purchased Contracts and Assumed Liabilities to Purchaser, each in a form reasonably satisfactory to the Parties and duly executed by the appropriate Seller; (vi) a novation agreement, substantially in the form attached hereto as Exhibit R (the “Novation Agreement”), duly executed by Sellers and the appropriate United States Governmental Authorities; (vii) a government related subcontract agreement, substantially in the form attached hereto as Exhibit S (the “Government Related Subcontract Agreement”), duly executed by Sellers; (viii) an omnibus intellectual property assignment agreement, substantially in the form attached hereto as Exhibit T (the “Intellectual Property Assignment Agreement”), duly executed by Sellers; (ix) a transition services agreement, substantially in the form attached hereto as Exhibit U (the “Transition Services Agreement”), duly executed by Sellers; (x) all quitclaim deeds or deeds without warranty (or equivalents for those parcels of Owned Real Property located in jurisdictions outside of the United States), in customary form, subject only to Permitted Encumbrances, conveying the Owned Real Property to Purchaser (the “Quitclaim Deeds”), duly executed by the appropriate Seller; (xi) all required Transfer Tax or sales disclosure forms relating to the Transferred Real Property (the “Transfer Tax Forms”), duly executed by the appropriate Seller; (xii) an assignment and assumption of the leases and subleases underlying the Leased Real Property, in substantially the form attached hereto as Exhibit V (the “Assignment and Assumption of Real Property Leases”), together with such other instruments of assignment and assumption that are necessary to transfer the leases and subleases underlying the Leased Real Property located in jurisdictions outside of the United States, each duly executed by Sellers; provided, however, that if it is required for the assumption and assignment of any lease or sublease underlying a Leased Real Property that a separate assignment and assumption for such lease or sublease be executed, then a separate assignment and assumption of such lease or sublease shall be executed in a form substantially similar to Exhibit V or as otherwise required to assume or assign such Leased Real Property; (xiii) an assignment and assumption of the lease in respect of the premises located at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, substantially in the form attached hereto as Exhibit W (the “Assignment and Assumption of Harlem Lease”), duly executed by Harlem; (xiv) an omnibus lease agreement in respect of the lease of certain portions of the Excluded Real Property that is owned real property, substantially in the form attached hereto as Exhibit X (the “Master Lease Agreement”), duly executed by Parent; (xv) [Reserved]; (xvi) the Saginaw Service Contracts, if required, duly executed by the appropriate Seller; (xvii) any easement agreements required under Section 6.27(c), duly executed by the appropriate Seller; (xviii) the Subdivision Master Lease, if required, duly executed by the appropriate Sellers; (xix) a certificate of an officer of each Seller (A) certifying that attached to such certificate are true and complete copies of (1) such Seller’s Organizational Documents, each as amended through and in effect on the Closing Date and (2) resolutions of the board of directors of such Seller, authorizing the execution, delivery and performance of this Agreement and the Ancillary Agreements to which such Seller it is a party, the consummation of the transactions contemplated by this Agreement and such Ancillary Agreements and the matters set forth in Section 6.16(e), and (B) certifying as to the incumbency of the officer(s) of such Seller executing this Agreement and the Ancillary Agreements to which such Seller is a party; (xx) a certificate in compliance with Treas. Reg. §1.1445-2(b)(2) that each Seller is not a foreign person as defined under Section 897 of the Tax Code; (xxi) a certificate of good standing for each Seller from the Secretary of State of the State of Delaware; (xxii) their written agreement to treat the Relevant Transactions and the other transactions contemplated by this Agreement in accordance with Purchaser’s determination in Section 6.16; (xxiii) payoff letters and related Encumbrance-release documentation (including, if applicable, UCC-3 termination statements), each in a form reasonably satisfactory to the Parties and duly executed by the holders of the secured Indebtedness; and (xxiv) all books and records of Sellers described in Section 2.2(a)(xiv). (d) The UAW Collective Bargaining Agreement shall have been ratified by the membership, shall have been assumed by the applicable Sellers and assigned to Purchaser, and shall be in full force and effect. (e) The UAW Retiree Settlement Agreement shall have been executed and delivered by the UAW and shall have been approved by the Bankruptcy Court as part of the Sale Approval Order. (f) The Canadian Operations Continuation Agreement shall have been executed and delivered by the parties thereto in the form previously distributed among them.ARTICLE X

Conditions to Obligations of Purchaser. The obligations obligation of Purchaser to consummate the transactions contemplated by this Agreement are Closing is subject to the fulfillment satisfaction, or written waiver, prior to or the waiver at the ClosingPurchaser’s sole and absolute discretion, of each of all the following further conditions; provided, however, that in no event may Purchaser waive the conditions contained in Section 7.2(d) or Section 7.2(e):: (a) Each The Company shall have duly performed all of its obligations hereunder required to be performed by it at or prior to the Closing Date. (b) All of the representations and warranties of Sellers the Company contained in ARTICLE IV of this Agreement shall be true Agreement, the Additional Agreements and correct (in any certificate delivered by the Company pursuant hereto, disregarding for the purposes of such determination any qualification as all qualifications and exceptions contained therein relating to materiality or Material Adverse Effect, regardless of whether it involved a known risk, shall: (i) be true, correct and complete at and as of the date of this Agreement (except as provided in the disclosure schedules or as provided for in Article IV), or, (ii) if otherwise specified, when made or when deemed to have been made, and (iii) be true, correct and complete as of the Closing Date as if made on the Closing Date (except for representations and warranties that speak as of a specific date or timeDate, which representations and warranties shall be true and correct only as of such date or time), except to the extent that any breaches of such representations and warranties, individually or in the aggregate, have case of (i) and (ii) with only such exceptions as could not had, or would not in the aggregate reasonably be expected to have, have a Material Adverse Effect. (bc) Sellers There shall have performed been no event, change or complied in all material respects with all agreements and obligations required by this Agreement to be performed occurrence which individually or complied with by Sellers prior to or at the Closing. (c) Sellers shall have delivered, or caused to be delivered, to Purchaser: (i) a certificate executed as of the Closing Date by a duly authorized representative of Sellers, on behalf of Sellers and not in such authorized representative’s individual capacity, certifying that the conditions set forth in Section 7.2(a) and Section 7.2(b) have been satisfied; (ii) the Equity Registration Rights Agreement, duly executed by Parent; (iii) stock certificates or membership interest certificates, if any, evidencing the Transferred Equity Interests (other than in respect of the Equity Interests held by Sellers in RHI, Promark Global Advisors Limited, Promark Investments Trustees Limited and the Delayed Closing Entities, which the Parties agree may be transferred following the Closing in accordance with Section 6.30, Section 6.34 and Section 6.35), duly endorsed in blank or accompanied by stock powers (or similar documentation) duly endorsed in blank, in proper form for transfer to Purchaser, including any required stamps affixed thereto; (iv) an omnibus ▇▇▇▇ of sale, substantially in the form attached hereto as Exhibit P (the “▇▇▇▇ of Sale”), together with transfer tax declarations and all any other instruments event, change or occurrence, could reasonably be expected to have a Material Adverse Effect, regardless of conveyance that are necessary to effect transfer to Purchaser of title to the Purchased Assets, each in whether it involved a form reasonably satisfactory to the Parties and duly executed by the appropriate Seller; (v) an omnibus assignment and assumption agreement, substantially in the form attached hereto as Exhibit Q (the “Assignment and Assumption Agreement”), together with all other instruments of assignment and assumption that are necessary to transfer the Purchased Contracts and Assumed Liabilities to Purchaser, each in a form reasonably satisfactory to the Parties and duly executed by the appropriate Seller; (vi) a novation agreement, substantially in the form attached hereto as Exhibit R (the “Novation Agreement”), duly executed by Sellers and the appropriate United States Governmental Authorities; (vii) a government related subcontract agreement, substantially in the form attached hereto as Exhibit S (the “Government Related Subcontract Agreement”), duly executed by Sellers; (viii) an omnibus intellectual property assignment agreement, substantially in the form attached hereto as Exhibit T (the “Intellectual Property Assignment Agreement”), duly executed by Sellers; (ix) a transition services agreement, substantially in the form attached hereto as Exhibit U (the “Transition Services Agreement”), duly executed by Sellers; (x) all quitclaim deeds or deeds without warranty (or equivalents for those parcels of Owned Real Property located in jurisdictions outside of the United States), in customary form, subject only to Permitted Encumbrances, conveying the Owned Real Property to Purchaser (the “Quitclaim Deeds”), duly executed by the appropriate Seller; (xi) all required Transfer Tax or sales disclosure forms relating to the Transferred Real Property (the “Transfer Tax Forms”), duly executed by the appropriate Seller; (xii) an assignment and assumption of the leases and subleases underlying the Leased Real Property, in substantially the form attached hereto as Exhibit V (the “Assignment and Assumption of Real Property Leases”), together with such other instruments of assignment and assumption that are necessary to transfer the leases and subleases underlying the Leased Real Property located in jurisdictions outside of the United States, each duly executed by Sellers; provided, however, that if it is required for the assumption and assignment of any lease or sublease underlying a Leased Real Property that a separate assignment and assumption for such lease or sublease be executed, then a separate assignment and assumption of such lease or sublease shall be executed in a form substantially similar to Exhibit V or as otherwise required to assume or assign such Leased Real Property; (xiii) an assignment and assumption of the lease in respect of the premises located at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, substantially in the form attached hereto as Exhibit W (the “Assignment and Assumption of Harlem Lease”), duly executed by Harlem; (xiv) an omnibus lease agreement in respect of the lease of certain portions of the Excluded Real Property that is owned real property, substantially in the form attached hereto as Exhibit X (the “Master Lease Agreement”), duly executed by Parent; (xv) [Reserved]; (xvi) the Saginaw Service Contracts, if required, duly executed by the appropriate Seller; (xvii) any easement agreements required under Section 6.27(c), duly executed by the appropriate Seller; (xviii) the Subdivision Master Lease, if required, duly executed by the appropriate Sellers; (xix) a certificate of an officer of each Seller (A) certifying that attached to such certificate are true and complete copies of (1) such Seller’s Organizational Documents, each as amended through and in effect on the Closing Date and (2) resolutions of the board of directors of such Seller, authorizing the execution, delivery and performance of this Agreement and the Ancillary Agreements to which such Seller is a party, the consummation of the transactions contemplated by this Agreement and such Ancillary Agreements and the matters set forth in Section 6.16(e), and (B) certifying as to the incumbency of the officer(s) of such Seller executing this Agreement and the Ancillary Agreements to which such Seller is a party; (xx) a certificate in compliance with Treas. Reg. §1.1445-2(b)(2) that each Seller is not a foreign person as defined under Section 897 of the Tax Code; (xxi) a certificate of good standing for each Seller from the Secretary of State of the State of Delaware; (xxii) their written agreement to treat the Relevant Transactions and the other transactions contemplated by this Agreement in accordance with Purchaser’s determination in Section 6.16; (xxiii) payoff letters and related Encumbrance-release documentation (including, if applicable, UCC-3 termination statements), each in a form reasonably satisfactory to the Parties and duly executed by the holders of the secured Indebtedness; and (xxiv) all books and records of Sellers described in Section 2.2(a)(xiv)known risk. (d) The UAW Collective Bargaining Agreement Purchaser shall have been ratified received a certificate signed by the membershipChief Executive Officer and Chief Financial Officer of the Company to the effect set forth in clauses (a) through (c) of this Section 9.2. (e) No court, arbitrator or other Authority shall have been assumed issued any judgment, injunction, decree or Order, or have pending before it a proceeding for the issuance of any thereof, and there shall not be any provision of any applicable Law restraining or prohibiting the consummation of the Closing, the ownership by Purchaser of any of the Company Ordinary Shares or the effective operation of the Business by the applicable Sellers Company after the Closing Date. (f) Purchaser shall have received all documents it may reasonably request relating to the existence of the Company and assigned the authority of the Company to enter into and perform under this Agreement, all in form and substance reasonably satisfactory to Purchaser and its legal counsel, including (i) a copy of the organizational or constitutive documents of the Company certified as of a recent date by the Secretary of State or equivalent Authority of its jurisdictions of organization, (ii) copies of the Company’s memorandum and articles of association (or equivalent constituent documents) as effective on the date hereof; (iii) copies of resolutions duly adopted by the board of directors or other management of the Company and by the unanimous vote or consent of the Company’s shareholders authorizing this Agreement, the Additional Agreements and the transactions contemplated hereby and thereby, (iv) a certificate of the Secretary of the Company certifying as to signatures of the officer(s) executing this Agreement and any certificate or document to be delivered pursuant hereto, together with evidence of the incumbency of such Secretary, and (v) a recent good standing certificate regarding the Company from each jurisdiction in which the Company organized or is qualified to do business. (g) Purchaser shall have received copies of all Company Consents (including the consents of the landlords under the Leases), in form and substance reasonably satisfactory to Purchaser, and no such Company Consent shall have been revoked. (h) Purchaser shall have received copies of all Governmental Approvals, in form and substance reasonably satisfactory to Purchaser, and no such Governmental Approval shall have been revoked. (i) The members of the Company’s senior management team identified on Schedule 9.2(i) shall have entered into and delivered to Purchaser a copy of their employment agreement with Purchaser, each in Form and substance satisfactory to Purchaser (collectively, the “Employment Agreements”), and the same shall be in full force and effect. (ej) The UAW Retiree Settlement Agreement Key Personnel shall have executed the Confidentiality and Non-Solicitation Agreements and the same shall be in full force and effect, and the Company shall have entered into Labor Agreements with each of its employees to the extent required by law, and satisfied all accrued obligations of the Company applicable to its employees. (k) Each of the Additional Agreements shall have been executed entered into and delivered by the UAW same shall be in full force and shall have been approved by the Bankruptcy Court as part of the Sale Approval Ordereffect. (fl) The Canadian Operations Continuation Agreement Each of the Shareholders shall have been executed and delivered by accredited investor representation letters. (m) Purchaser shall have received Schedules updated as of the parties thereto in the form previously distributed among themClosing Date.

Conditions to Obligations of Purchaser. The obligations obligation of Purchaser to consummate the transactions contemplated by this Agreement are hereby shall be subject to the fulfillment or written waiversatisfaction or, prior to or at the Closingif permitted by applicable Law, of each waiver by Purchaser of the following conditions; provided, however, that in no event may Purchaser waive the conditions contained in Section 7.2(d) or Section 7.2(e):additional conditions:‌‌ (a) Each of the Representations; Performance. (i) The representations and warranties of Sellers Seller contained in ARTICLE IV Section 3.01, Section 3.02, Section 3.04, Section 3.05 and Section 3.22 shall be true and correct in all respects as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date (such representation and warranties, the “Seller Fundamental Representations”), (ii) the other representations and warranties of Seller set forth in Article III (other than the Seller Fundamental Representations) and in any certificate or other writing delivered pursuant hereto shall be true and correct (disregarding for the purposes of without giving effect to any exception or qualification in such determination any qualification as representations and warranties relating to materiality “material,” “materiality” or “Material Adverse Effect”) in all respects as of the date of this Agreement and as of the Closing Date as if though made on and as of the Closing Date (except for representations and warranties that speak as of a specific date or time, which representations and warranties shall be true and correct only as of such date or time)Date, except to the extent that any breaches failure of such such‌ representations and warrantieswarranties in this clause (ii) to be so true and correct would not, individually or in the aggregate, have not had, or would not reasonably be expected to have, have a Material Adverse Effect. (b) Sellers . Seller shall have performed or complied in all material respects duly performed and complied with all agreements and obligations covenants required by this Agreement to be performed or complied with by Sellers Seller at or prior to or at the Closing. Closing and (ciii) Sellers Seller shall have delivereddelivered to Purchaser a certificate, or caused to be delivered, to Purchaser: (i) a certificate executed dated as of the Closing Date Date, signed by a duly authorized representative officer of Sellers, on behalf of Sellers and not in such authorized representative’s individual capacity, certifying that Seller to the conditions effect set forth above in this Section 7.2(a7.02(a) and Section 7.2(b) have been satisfied; (ii) the Equity Registration Rights Agreement, duly executed by Parent; (iii) stock certificates or membership interest certificates, if any, evidencing the Transferred Equity Interests (other than in respect of the Equity Interests held by Sellers in RHI, Promark Global Advisors Limited, Promark Investments Trustees Limited and the Delayed Closing Entities, which the Parties agree may be transferred following the Closing in accordance with Section 6.30, Section 6.34 and Section 6.35), duly endorsed in blank or accompanied by stock powers (or similar documentation) duly endorsed in blank, in proper form for transfer to Purchaser, including any required stamps affixed thereto; (iv) an omnibus ▇▇▇▇ of sale, substantially in the form attached hereto as Exhibit P (the “▇▇▇▇ of Sale”), together with transfer tax declarations and all other instruments of conveyance that are necessary to effect transfer to Purchaser of title to the Purchased Assets, each in a form reasonably satisfactory to the Parties and duly executed by the appropriate Seller; (v) an omnibus assignment and assumption agreement, substantially in the form attached hereto as Exhibit Q (the “Assignment and Assumption Agreement”), together with all other instruments of assignment and assumption that are necessary to transfer the Purchased Contracts and Assumed Liabilities to Purchaser, each in a form reasonably satisfactory to the Parties and duly executed by the appropriate Seller; (vi) a novation agreement, substantially in the form attached hereto as Exhibit R (the “Novation Agreement”), duly executed by Sellers and the appropriate United States Governmental Authorities; (vii) a government related subcontract agreement, substantially in the form attached hereto as Exhibit S (the “Government Related Subcontract Agreement”), duly executed by Sellers; (viii) an omnibus intellectual property assignment agreement, substantially in the form attached hereto as Exhibit T (the “Intellectual Property Assignment Agreement”), duly executed by Sellers; (ix) a transition services agreement, substantially in the form attached hereto as Exhibit U (the “Transition Services Agreement”), duly executed by Sellers; (x) all quitclaim deeds or deeds without warranty (or equivalents for those parcels of Owned Real Property located in jurisdictions outside of the United States), in customary form, subject only to Permitted Encumbrances, conveying the Owned Real Property to Purchaser (the “Quitclaim Deeds”), duly executed by the appropriate Seller; (xi) all required Transfer Tax or sales disclosure forms relating to the Transferred Real Property (the “Transfer Tax Forms”), duly executed by the appropriate Seller; (xii) an assignment and assumption of the leases and subleases underlying the Leased Real Property, in substantially the form attached hereto as Exhibit V (the “Assignment and Assumption of Real Property Leases”), together with such other instruments of assignment and assumption that are necessary to transfer the leases and subleases underlying the Leased Real Property located in jurisdictions outside of the United States, each duly executed by Sellers; provided, however, that if it is required for the assumption and assignment of any lease or sublease underlying a Leased Real Property that a separate assignment and assumption for such lease or sublease be executed, then a separate assignment and assumption of such lease or sublease shall be executed in a form substantially similar to Exhibit V or as otherwise required to assume or assign such Leased Real Property; (xiii) an assignment and assumption of the lease in respect of the premises located at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, substantially in the form attached hereto as Exhibit W (the “Assignment and Assumption of Harlem Lease”), duly executed by Harlem; (xiv) an omnibus lease agreement in respect of the lease of certain portions of the Excluded Real Property that is owned real property, substantially in the form attached hereto as Exhibit X (the “Master Lease Agreement”), duly executed by Parent; (xv) [Reserved]; (xvi) the Saginaw Service Contracts, if required, duly executed by the appropriate Seller; (xvii) any easement agreements required under Section 6.27(c), duly executed by the appropriate Seller; (xviii) the Subdivision Master Lease, if required, duly executed by the appropriate Sellers; (xix) a certificate of an officer of each Seller (A) certifying that attached to such certificate are true and complete copies of (1) such Seller’s Organizational Documents, each as amended through and in effect on the Closing Date and (2) resolutions of the board of directors of such Seller, authorizing the execution, delivery and performance of this Agreement and the Ancillary Agreements to which such Seller is a party, the consummation of the transactions contemplated by this Agreement and such Ancillary Agreements and the matters set forth in Section 6.16(e), and (B) certifying as to the incumbency of the officer(s) of such Seller executing this Agreement and the Ancillary Agreements to which such Seller is a party; (xx) a certificate in compliance with Treas. Reg. §1.1445-2(b)(2) that each Seller is not a foreign person as defined under Section 897 of the Tax Code; (xxi) a certificate of good standing for each Seller from the Secretary of State of the State of Delaware; (xxii) their written agreement to treat the Relevant Transactions and the other transactions contemplated by this Agreement in accordance with Purchaser’s determination in Section 6.16; (xxiii) payoff letters and related Encumbrance-release documentation (including, if applicable, UCC-3 termination statements), each in a form reasonably satisfactory to the Parties and duly executed by the holders of the secured Indebtedness; and (xxiv) all books and records of Sellers described in Section 2.2(a)(xiv7.02(e). (d) The UAW Collective Bargaining Agreement shall have been ratified by the membership, shall have been assumed by the applicable Sellers and assigned to Purchaser, and shall be in full force and effect. (e) The UAW Retiree Settlement Agreement shall have been executed and delivered by the UAW and shall have been approved by the Bankruptcy Court as part of the Sale Approval Order. (f) The Canadian Operations Continuation Agreement shall have been executed and delivered by the parties thereto in the form previously distributed among them.

Conditions to Obligations of Purchaser. The obligations Unless waived by Purchaser, the obligation of Purchaser to consummate close the transactions contemplated by this Agreement are herein shall be subject to the fulfillment or written waiver, prior to or at the Closing, of each of the following conditions; provided, however, that in no event may Purchaser waive additional conditions on or prior to the conditions contained in Section 7.2(d) or Section 7.2(e):Closing Date: (a) Each Compost and the Company shall have performed in all material respects their agreements (including but not limited to the delivery by Compost and the receipt by Purchaser of all of the Closing Deliveries in Section 3.4(a)) contained in this Agreement required to be performed on or prior to the Closing Date; (b) the representations and warranties of Sellers the Company and Compost contained in ARTICLE IV of this Agreement shall be true and correct (disregarding for in all material respects on and as of the purposes of such determination any qualification as to materiality or Material Adverse Effect) date made and on and as of the Closing Date as if made on the Closing Date (except for representations at and warranties that speak as of a specific date or time, which representations and warranties shall be true and correct only as of such date; (c) since the date hereof, there shall have been no changes that constitute, and no event or time), except to the extent that any breaches of such representations and warranties, individually events shall have occurred which have resulted in or in the aggregate, have not had, or would not reasonably be expected to haveconstitute, a Material Adverse Effect. (b) Sellers shall have performed or complied in all material respects with all agreements and obligations required by this Agreement to be performed or complied with by Sellers prior to or at the Closing. (c) Sellers shall have delivered, or caused to be delivered, to Purchaser: (i) a certificate executed as of the Closing Date by a duly authorized representative of Sellers, on behalf of Sellers and not in such authorized representative’s individual capacity, certifying that the conditions set forth in Section 7.2(a) and Section 7.2(b) have been satisfied; (ii) the Equity Registration Rights Agreement, duly executed by Parent; (iii) stock certificates or membership interest certificates, if any, evidencing the Transferred Equity Interests (other than in respect of the Equity Interests held by Sellers in RHI, Promark Global Advisors Limited, Promark Investments Trustees Limited and the Delayed Closing Entities, which the Parties agree may be transferred following the Closing in accordance with Section 6.30, Section 6.34 and Section 6.35), duly endorsed in blank or accompanied by stock powers (or similar documentation) duly endorsed in blank, in proper form for transfer to Purchaser, including any required stamps affixed thereto; (iv) an omnibus ▇▇▇▇ of sale, substantially in the form attached hereto as Exhibit P (the “▇▇▇▇ of Sale”), together with transfer tax declarations and all other instruments of conveyance that are necessary to effect transfer to Purchaser of title to the Purchased Assets, each in a form reasonably satisfactory to the Parties and duly executed by the appropriate Seller; (v) an omnibus assignment and assumption agreement, substantially in the form attached hereto as Exhibit Q (the “Assignment and Assumption Agreement”), together with all other instruments of assignment and assumption that are necessary to transfer the Purchased Contracts and Assumed Liabilities to Purchaser, each in a form reasonably satisfactory to the Parties and duly executed by the appropriate Seller; (vi) a novation agreement, substantially in the form attached hereto as Exhibit R (the “Novation Agreement”), duly executed by Sellers and the appropriate United States Governmental Authorities; (vii) a government related subcontract agreement, substantially in the form attached hereto as Exhibit S (the “Government Related Subcontract Agreement”), duly executed by Sellers; (viii) an omnibus intellectual property assignment agreement, substantially in the form attached hereto as Exhibit T (the “Intellectual Property Assignment Agreement”), duly executed by Sellers; (ix) a transition services agreement, substantially in the form attached hereto as Exhibit U (the “Transition Services Agreement”), duly executed by Sellers; (xd) all quitclaim deeds or deeds without warranty (or equivalents for those parcels of Owned Real Property located in jurisdictions outside of the United States)waivers, in customary form, subject only to Permitted Encumbrances, conveying the Owned Real Property to Purchaser (the “Quitclaim Deeds”), duly executed by the appropriate Seller; (xi) all required Transfer Tax or sales disclosure forms relating to the Transferred Real Property (the “Transfer Tax Forms”), duly executed by the appropriate Seller; (xii) an assignment consents and assumption of the leases and subleases underlying the Leased Real Property, in substantially the form attached hereto as Exhibit V (the “Assignment and Assumption of Real Property Leases”), together with such other instruments of assignment and assumption that are approvals from third parties necessary to transfer the leases and subleases underlying the Leased Real Property located in jurisdictions outside of the United States, each duly executed by Sellers; provided, however, that if it is required for the assumption and assignment transfer of any lease material contracts, Permits, financial assurances and any other rights and benefits in connection with the transactions contemplated hereby, or sublease underlying a Leased Real Property that a separate assignment and assumption necessary for such lease or sublease be executed, then a separate assignment and assumption of such lease or sublease shall be executed in a form substantially similar to Exhibit V or as otherwise required to assume or assign such Leased Real Property; (xiii) an assignment and assumption of the lease in respect of the premises located at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, substantially in the form attached hereto as Exhibit W (the “Assignment and Assumption of Harlem Lease”), duly executed by Harlem; (xiv) an omnibus lease agreement in respect of the lease of certain portions of the Excluded Real Property that is owned real property, substantially in the form attached hereto as Exhibit X (the “Master Lease Agreement”), duly executed by Parent; (xv) [Reserved]; (xvi) the Saginaw Service Contracts, if required, duly executed by the appropriate Seller; (xvii) any easement agreements required under Section 6.27(c), duly executed by the appropriate Seller; (xviii) the Subdivision Master Lease, if required, duly executed by the appropriate Sellers; (xix) a certificate of an officer of each Seller (A) certifying that attached to such certificate are true and complete copies of (1) such Seller’s Organizational Documents, each as amended through and in effect on the Closing Date and (2) resolutions of the board of directors of such Seller, authorizing the execution, delivery and performance of this Agreement and the Ancillary Agreements to which such Seller is a party, the consummation of the transactions contemplated by this Agreement hereby shall have been obtained and such Ancillary Agreements be in effect at the Closing Date, including but not limited to the approval, if required, of the New Jersey Department of Environmental Protection and the matters set forth in Section 6.16(e)waivers, consents and (B) certifying as approvals listed on Schedules 4.3, 5.2 and 5.3 to the incumbency of the officer(s) of such Seller executing this Agreement and the Ancillary Agreements to which such Seller is a partyAgreement; (xxe) Purchaser shall have received a certificate in compliance executed by Compost with Treas. Reg. §1.1445-2(b)(2respect to (a) that each Seller is not a foreign person as defined under Section 897 of the Tax Codethrough (d) above; (xxif) a certificate Compost shall have delivered to Purchaser the unaudited balance sheet and related statements of good standing for each Seller from the Secretary of State income and cash flows of the State Company as of Delaware; (xxii) their written agreement to treat and for the Relevant Transactions and the other transactions contemplated by this Agreement in accordance with Purchaser’s determination in Section 6.16; (xxiii) payoff letters and related Encumbrance-release documentation (includingquarter ending January 31, if applicable, UCC-3 termination statements), each in a form reasonably satisfactory to the Parties and duly executed by the holders of the secured Indebtedness2000; and (xxivg) all books there shall be no litigation or threats of litigation relating to the Company (except for litigation referenced in items 1 and records of Sellers described 2 on Schedule 5.8) or the transactions contemplated herein which may adversely affect the Company or the Purchaser as determined in Section 2.2(a)(xiv).good faith by the Purchaser; (dh) The UAW Collective Bargaining the waiver with respect to the exchange rights under the Sharing Agreement shall be effective and Wasteco and Long▇ ▇▇▇ll have been ratified by the membership, shall have been assumed by the applicable Sellers and assigned to Purchaser, and shall be in full force and effect. (e) The UAW Retiree Settlement Agreement shall have been executed and delivered by to the UAW and shall have been approved by the Bankruptcy Court as part Purchaser a waiver of all rights to acquire capital stock of the Sale Approval Order. (f) The Canadian Operations Continuation Agreement shall have been executed and delivered by the parties thereto Company in the form previously distributed among them.agreed by the parties; (i) Compost shall have purchased and delivered evidence to the Purchaser of a tail/runoff officers' and directors' liability insurance policy insuring the Company and each officer and director entitled to indemnification from the Company with respect to acts and omissions occurring on or prior to the Closing Date with the terms set forth on Exhibit L; and (j) The Company and Long▇ ▇▇▇ll have entered into the Amendment to the Security Agreement in the form of Exhibit M.

Conditions to Obligations of Purchaser. The obligations obligation of Purchaser to consummate the transactions contemplated by this Agreement are shall be subject to the fulfillment or written waiver, at or prior to or at the Closing, of each of the following conditions; provided, however, that in no event may Purchaser waive the conditions contained in Section 7.2(d) or Section 7.2(e):: (a) Each of the (i) The representations and warranties in the second sentence of Sellers contained in ARTICLE IV Section 3.01 (Organization and Good Standing) and Sections 3.02 (Authority), 3.05(b) (Absence of this Agreement Certain Changes or Events), 3.08(a), (b) and (d) (Ownership of the Assets) and 3.17 (Brokers) shall be true and correct in all respects as of the date hereof and as of the Closing Date, and (disregarding for ii) each other representation and warranty contained in Article III shall be true and correct as of the purposes of such determination any qualification as to materiality or Material Adverse Effect) date hereof and as of the Closing Date as (or if made on the Closing Date (except for representations and warranties that speak as of a specific date or timespecified therein, which representations and warranties shall be true and correct only as of such date or timedate), except to except, in the extent that case of this clause (ii), for any breaches of such representations and warrantiesfailure, individually or in the aggregate, have to be true and correct that has not had, or had and would not reasonably be expected to have, have a Material Adverse EffectEffect (disregarding all materiality and Material Adverse Effect qualifications contained therein), and in the case of each of clauses (i) and (ii), Purchaser shall have received a certificate signed by a senior officer of Seller and by Shareholder to such effect. (b) Sellers shall have performed or complied The covenants, obligations and agreements contained in all material respects with all agreements and obligations required by this Agreement to be performed or complied with by Sellers prior Seller and Shareholder on or before the Closing shall have been complied with in all material respects, and Purchaser shall have received a certificate signed by a senior officer of Seller and by Shareholder to or at the Closingsuch effect. (c) Sellers Since the date of this Agreement, the Business shall not have suffered any Material Adverse Effect, and no events or changes shall have deliveredoccurred and no circumstances, individually or in the aggregate, shall exist that would reasonably be expected to result in a Material Adverse Effect, and Purchaser shall have received a certificate signed by a senior officer of Seller and by Shareholder to such effect. (d) No Action shall have been instituted or threatened by any Governmental Authority of competent jurisdiction seeking to prohibit, restrict or delay, or caused to be delivered, to Purchaser: (i) a certificate executed as of the Closing Date by a duly authorized representative of Sellers, on behalf of Sellers and not in such authorized representative’s individual capacity, certifying that the conditions set forth in Section 7.2(a) and Section 7.2(b) have been satisfied; (ii) the Equity Registration Rights Agreement, duly executed by Parent; (iii) stock certificates enjoin or membership interest certificates, if any, evidencing the Transferred Equity Interests (other than obtain damages in respect of the Equity Interests held by Sellers in RHIof, Promark Global Advisors Limited, Promark Investments Trustees Limited and the Delayed Closing Entities, which the Parties agree may be transferred following the Closing in accordance with Section 6.30, Section 6.34 and Section 6.35), duly endorsed in blank or accompanied by stock powers (or similar documentation) duly endorsed in blank, in proper form for transfer to Purchaser, including any required stamps affixed thereto; (iv) an omnibus ▇▇▇▇ of sale, substantially in the form attached hereto as Exhibit P (the “▇▇▇▇ of Sale”), together with transfer tax declarations and all other instruments of conveyance that are necessary to effect transfer to Purchaser of title to the Purchased Assets, each in a form reasonably satisfactory to the Parties and duly executed by the appropriate Seller; (v) an omnibus assignment and assumption agreement, substantially in the form attached hereto as Exhibit Q (the “Assignment and Assumption Agreement”), together with all other instruments of assignment and assumption that are necessary to transfer the Purchased Contracts and Assumed Liabilities to Purchaser, each in a form reasonably satisfactory to the Parties and duly executed by the appropriate Seller; (vi) a novation agreement, substantially in the form attached hereto as Exhibit R (the “Novation Agreement”), duly executed by Sellers and the appropriate United States Governmental Authorities; (vii) a government related subcontract agreement, substantially in the form attached hereto as Exhibit S (the “Government Related Subcontract Agreement”), duly executed by Sellers; (viii) an omnibus intellectual property assignment agreement, substantially in the form attached hereto as Exhibit T (the “Intellectual Property Assignment Agreement”), duly executed by Sellers; (ix) a transition services agreement, substantially in the form attached hereto as Exhibit U (the “Transition Services Agreement”), duly executed by Sellers; (x) all quitclaim deeds or deeds without warranty (or equivalents for those parcels of Owned Real Property located in jurisdictions outside of the United States), in customary form, subject only to Permitted Encumbrances, conveying the Owned Real Property to Purchaser (the “Quitclaim Deeds”), duly executed by the appropriate Seller; (xi) all required Transfer Tax or sales disclosure forms relating to the Transferred Real Property (the “Transfer Tax Forms”), duly executed by the appropriate Seller; (xii) an assignment and assumption of the leases and subleases underlying the Leased Real Property, in substantially the form attached hereto as Exhibit V (the “Assignment and Assumption of Real Property Leases”), together with such other instruments of assignment and assumption that are necessary to transfer the leases and subleases underlying the Leased Real Property located in jurisdictions outside of the United States, each duly executed by Sellers; provided, however, that if it is required for the assumption and assignment of any lease or sublease underlying a Leased Real Property that a separate assignment and assumption for such lease or sublease be executed, then a separate assignment and assumption of such lease or sublease shall be executed in a form substantially similar to Exhibit V or as otherwise required to assume or assign such Leased Real Property; (xiii) an assignment and assumption of the lease in respect of the premises located at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, substantially in the form attached hereto as Exhibit W (the “Assignment and Assumption of Harlem Lease”), duly executed by Harlem; (xiv) an omnibus lease agreement in respect of the lease of certain portions of the Excluded Real Property that is owned real property, substantially in the form attached hereto as Exhibit X (the “Master Lease Agreement”), duly executed by Parent; (xv) [Reserved]; (xvi) the Saginaw Service Contracts, if required, duly executed by the appropriate Seller; (xvii) any easement agreements required under Section 6.27(c), duly executed by the appropriate Seller; (xviii) the Subdivision Master Lease, if required, duly executed by the appropriate Sellers; (xix) a certificate of an officer of each Seller (A) certifying that attached to such certificate are true and complete copies of (1) such Seller’s Organizational Documents, each as amended through and in effect on the Closing Date and (2) resolutions of the board of directors of such Seller, authorizing the execution, delivery and performance of this Agreement and the Ancillary Agreements to which such Seller is a party, or the consummation of the transactions contemplated by this Agreement and such Ancillary Agreements and the matters set forth in Section 6.16(e), and (B) certifying as to the incumbency of the officer(s) of such Seller executing this Agreement and the Ancillary Agreements to which such Seller is a party; (xx) a certificate in compliance with Treas. Reg. §1.1445-2(b)(2) that each Seller is not a foreign person as defined under Section 897 of the Tax Code; (xxi) a certificate of good standing for each Seller from the Secretary of State of the State of Delaware; (xxii) their written agreement to treat the Relevant Transactions and the other transactions contemplated by this Agreement in accordance with Purchaser’s determination in Section 6.16; (xxiii) payoff letters and related Encumbrance-release documentation (including, if applicable, UCC-3 termination statements), each in a form reasonably satisfactory to the Parties and duly executed by the holders of the secured Indebtedness; and (xxiv) all books and records of Sellers described in Section 2.2(a)(xiv). (d) The UAW Collective Bargaining Agreement shall have been ratified by the membership, shall have been assumed by the applicable Sellers and assigned to Purchaser, and shall be in full force and effecthereby. (e) The UAW Retiree Settlement Agreement Consents listed in Schedule 8.03(e) shall have been executed and delivered by the UAW and shall have been approved by the Bankruptcy Court as part of the Sale Approval Orderobtained. (f) The Canadian Operations Continuation Employment Agreement shall remain in full force and effect with respect to the individual listed in Schedule 1.01(a)(v) and such individual so listed shall be ready, willing and able to perform under such Employment Agreement. (g) Each of Seller and Shareholder shall have been executed and delivered by to Purchaser each of the parties thereto in the form previously distributed among themAncillary Agreements to which it is a party.

Conditions to Obligations of Purchaser. The obligations of Purchaser to consummate the transactions contemplated by this Agreement are subject to the fulfillment or written waiver, prior to or at the Closing, of each of the following conditions; provided, however, that in no event may Purchaser waive the conditions contained in Section 7.2(d) or Section 7.2(e): (a) Each of the representations and warranties of Sellers contained in ARTICLE IV of this Agreement shall be true and correct (disregarding for the purposes of such determination any qualification as to materiality or Material Adverse Effect) as of the Closing Date as if made on the Closing Date (except for representations and warranties that speak as of a specific date or time, which representations and warranties shall be true and correct only as of such date or time), except to the extent that any breaches of such representations and warranties, individually or in the aggregate, have not had, or would not reasonably be expected to have, a Material Adverse Effect. (b) Sellers shall have performed or complied in all material respects with all agreements and obligations required by this Agreement to be performed or complied with by Sellers prior to or at the Closing. (c) Sellers shall have delivered, or caused to be delivered, to Purchaser: (i) a certificate executed as of the Closing Date by a duly authorized representative of Sellers, on behalf of Sellers and not in such authorized representative’s individual capacity, certifying that the conditions set forth in Section 7.2(a) and Section 7.2(b) have been satisfied; (ii) the Equity Registration Rights Agreement, duly executed by Parent▇▇▇▇▇▇; (iii) stock certificates or membership interest certificates, if any, evidencing the Transferred Equity Interests (other than in respect of the Equity Interests held by Sellers in RHI, Promark Global Advisors Limited, Promark Investments Trustees Limited and the Delayed Closing Entities, which the Parties agree may be transferred following the Closing in accordance with Section 6.30, Section 6.34 and Section 6.35), duly endorsed in blank or accompanied by stock powers (or similar documentation) duly endorsed in blank, in proper form for transfer to Purchaser, including any required stamps affixed thereto; (iv) an omnibus ▇▇▇▇ bill of sale, substantially in the form attached hereto as Exhibit P (the “▇▇▇▇ Bill of Sale”), together with transfer tax declarations and all other instruments of conveyance that are necessary to effect transfer to Purchaser of title to the Purchased Assets, each in a form reasonably satisfactory to the Parties and duly executed by the appropriate Seller; (v) an omnibus assignment and assumption agreement, substantially in the form attached hereto as Exhibit Q (the “Assignment and Assumption Agreement”), together with all other instruments of assignment and assumption that are necessary to transfer the Purchased Contracts and Assumed Liabilities to Purchaser, each in a form reasonably satisfactory to the Parties and duly executed by the appropriate Seller; (vi) a novation agreement, substantially in the form attached hereto as Exhibit R (the “Novation Agreement”), duly executed by Sellers and the appropriate United States Governmental Authorities; (vii) a government related subcontract agreement, substantially in the form attached hereto as Exhibit S (the “Government Related Subcontract Agreement”), duly executed by Sellers; (viii) an omnibus intellectual property assignment agreement, substantially in the form attached hereto as Exhibit T (the “Intellectual Property Assignment Agreement”), duly executed by Sellers; (ix) a transition services agreement, substantially in the form attached hereto as Exhibit U (the “Transition Services Agreement”), duly executed by Sellers; (x) all quitclaim deeds or deeds without warranty (or equivalents for those parcels of Owned Real Property located in jurisdictions outside of the United States), in customary form, subject only to Permitted Encumbrances, conveying the Owned Real Property to Purchaser (the “Quitclaim Deeds”), duly executed by the appropriate Seller; (xi) all required Transfer Tax or sales disclosure forms relating to the Transferred Real Property (the “Transfer Tax Forms”), duly executed by the appropriate Seller; (xii) an assignment and assumption of the leases and subleases underlying the Leased Real Property, in substantially the form attached hereto as Exhibit V (the “Assignment and Assumption of Real Property Leases”), together with such other instruments of assignment and assumption that are necessary to transfer the leases and subleases underlying the Leased Real Property located in jurisdictions outside of the United States, each duly executed by Sellers; provided, however, that if it is required for the assumption and assignment of any lease or sublease underlying a Leased Real Property that a separate assignment and assumption for such lease or sublease be executed, then a separate assignment and assumption of such lease or sublease shall be executed in a form substantially similar to Exhibit V or as otherwise required to assume or assign such Leased Real Property; (xiii) an assignment and assumption of the lease in respect of the premises located at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, substantially in the form attached hereto as Exhibit W (the “Assignment and Assumption of Harlem Lease”), duly executed by Harlem; (xiv) an omnibus lease agreement in respect of the lease of certain portions of the Excluded Real Property that is owned real property, substantially in the form attached hereto as Exhibit X (the “Master Lease Agreement”), duly executed by Parent▇▇▇▇▇▇; (xv) [Reserved]; (xvi) the Saginaw Service Contracts, if required, duly executed by the appropriate Seller; (xvii) any easement agreements required under Section 6.27(c), duly executed by the appropriate Seller; (xviii) the Subdivision Master Lease, if required, duly executed by the appropriate Sellers; (xix) a certificate of an officer of each Seller (A) certifying that attached to such certificate are true and complete copies of (1) such Seller’s Organizational Documents, each as amended through and in effect on the Closing Date and (2) resolutions of the board of directors of such Seller, authorizing the execution, delivery and performance of this Agreement and the Ancillary Agreements to which such Seller is a party, the consummation of the transactions contemplated by this Agreement and such Ancillary Agreements and the matters set forth in Section 6.16(e), and (B) certifying as to the incumbency of the officer(s) of such Seller executing this Agreement and the Ancillary Agreements to which such Seller is a party; (xx) a certificate in compliance with Treas. Reg. §1.1445-2(b)(2) that each Seller is not a foreign person as defined under Section 897 of the Tax Code; (xxi) a certificate of good standing for each Seller from the Secretary of State of the State of Delaware; (xxii) their written agreement to treat the Relevant Transactions and the other transactions contemplated by this Agreement in accordance with Purchaser’s determination in Section 6.16; (xxiii) payoff letters and related Encumbrance-release documentation (including, if applicable, UCC-3 termination statements), each in a form reasonably satisfactory to the Parties and duly executed by the holders of the secured Indebtedness; and (xxiv) all books and records of Sellers described in Section 2.2(a)(xiv). (d) The UAW Collective Bargaining Agreement shall have been ratified by the membership, shall have been assumed by the applicable Sellers and assigned to Purchaser, and shall be in full force and effect. (e) The UAW Retiree Settlement Agreement shall have been executed and delivered by the UAW and shall have been approved by the Bankruptcy Court as part of the Sale Approval Order. (f) The Canadian Operations Continuation Agreement shall have been executed and delivered by the parties thereto in the form previously distributed among them.

Conditions to Obligations of Purchaser. The obligations obligation of Purchaser to consummate effect the transactions contemplated by this Agreement are Acquisition is further subject to the fulfillment satisfaction (or, to the extent permitted by Law, waiver) on or written waiver, prior to or at the Closing, of each Closing Date of the following conditions; provided, however, that in no event may Purchaser waive the conditions contained in Section 7.2(d) or Section 7.2(e):: (a) Each of the (i) The representations and warranties of Sellers contained Seller set forth in ARTICLE IV of this Agreement Sections 4.01 and 4.02(a) shall be true and correct (disregarding for the purposes of such determination any qualification as to materiality or Material Adverse Effect) correct, as of the Closing Date as if though made on the Closing Date (Date, except for to the extent such representations and warranties that speak as of a specific expressly relate to an earlier date or time, (in which case such representations and warranties shall be true and correct only on and as of such date or timeearlier date), except to the extent that any breaches of such and (ii) all other representations and warrantieswarranties of Seller set forth in this Agreement shall be true and correct, except for any failure to be true and correct that would not, individually or in the aggregate, have not had, or would not reasonably be expected to have, have a Business Material Adverse Effect.; (b) Sellers Seller shall have performed or complied in all material respects with all agreements and obligations required by this Agreement to be performed by it under this Agreement at or complied with by Sellers prior to or at the Closing.Closing Date; (c) Sellers Purchaser shall have deliveredentered into a Consent, or caused to be delivered, to Purchaser: (i) a certificate executed as of the Closing Date by a duly authorized representative of Sellers, on behalf of Sellers Assignment and not in such authorized representative’s individual capacity, certifying that the conditions set forth in Section 7.2(a) and Section 7.2(b) have been satisfied; (ii) the Equity Registration Rights Novation Agreement, duly executed by Parent; (iii) stock certificates or membership interest certificates, if any, evidencing the Transferred Equity Interests (other than in respect of the Equity Interests held by Sellers in RHI, Promark Global Advisors Limited, Promark Investments Trustees Limited and the Delayed Closing Entities, which the Parties agree may be transferred following the Closing in accordance with Section 6.30, Section 6.34 and Section 6.35), duly endorsed in blank or accompanied by stock powers (or similar documentation) duly endorsed in blank, in proper form for transfer to Purchaser, including any required stamps affixed thereto; (iv) an omnibus ▇▇▇▇ of sale, substantially in the form attached hereto as Exhibit P (the “▇▇▇▇ of Sale”), together with transfer tax declarations and all other instruments of conveyance that are necessary to effect transfer to Purchaser of title to the Purchased Assets, each in a form reasonably satisfactory to the Parties Purchaser, and duly executed by the appropriate Seller; (v) an omnibus assignment and assumption agreement, substantially in the form attached hereto as Exhibit Q (the “Assignment and Assumption Agreement”), together with all other instruments of assignment and assumption that are necessary to transfer the Purchased Contracts and Assumed Liabilities to Purchaser, each in a form reasonably satisfactory to the Parties and duly executed by the appropriate Seller; (vi) a novation agreement, substantially in the form attached hereto as Exhibit R (the “Novation Agreement”), duly executed by Sellers Purchaser and the appropriate United States Governmental Authorities; (vii) a government related subcontract agreementPublic Utility District No. 1 of Cowlitz County, substantially in Washington, evidencing the form attached hereto as Exhibit S (the “Government Related Subcontract Agreement”), duly executed by Sellers; (viii) an omnibus intellectual property assignment agreement, substantially in the form attached hereto as Exhibit T (the “Intellectual Property Assignment Agreement”), duly executed by Sellers; (ix) a transition services agreement, substantially in the form attached hereto as Exhibit U (the “Transition Services Agreement”), duly executed by Sellers; (x) all quitclaim deeds or deeds without warranty (or equivalents for those parcels of Owned Real Property located in jurisdictions outside of the United States), in customary form, subject only to Permitted Encumbrances, conveying the Owned Real Property to Purchaser (the “Quitclaim Deeds”), duly executed by the appropriate Seller; (xi) all required Transfer Tax or sales disclosure forms relating to the Transferred Real Property (the “Transfer Tax Forms”), duly executed by the appropriate Seller; (xii) an assignment and assumption of the leases and subleases underlying the Leased Real Property, in substantially the form attached hereto as Exhibit V (the “Assignment and Assumption of Real Property Leases”), together with such other instruments of assignment and assumption that are necessary to transfer the leases and subleases underlying the Leased Real Property located in jurisdictions outside portion of the United States, each duly executed Cowlitz Agreement to be assumed by Sellers; provided, however, that if it is required for the assumption and assignment of any lease or sublease underlying a Leased Real Property that a separate assignment and assumption for such lease or sublease be executed, then a separate assignment and assumption of such lease or sublease shall be executed in a form substantially similar to Exhibit V or as otherwise required to assume or assign such Leased Real PropertyPurchaser pursuant hereto; (xiiid) Purchaser shall have received a certificate signed on behalf of Seller by an assignment and assumption executive officer of Seller certifying the satisfaction by Seller of the lease conditions set forth in respect of the premises located at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, substantially in the form attached hereto as Exhibit W (the “Assignment and Assumption of Harlem Lease”Sections 7.03(a), duly executed by Harlem; (xive) an omnibus lease agreement Since the date hereof there shall not have been any Effect that, individually or in respect the aggregate, has had or would reasonably be expected to have a Business Material Adverse Effect; and (f) Seller shall have executed and delivered to Purchaser each of the lease of certain portions of the Excluded Real Property that is owned real property, substantially in the form attached hereto as Exhibit X (the “Master Lease Agreement”), duly executed by Parent; (xv) [Reserved]; (xvi) the Saginaw Service Contracts, if required, duly executed by the appropriate Seller; (xvii) any easement agreements required under Section 6.27(c), duly executed by the appropriate Seller; (xviii) the Subdivision Master Lease, if required, duly executed by the appropriate Sellers; (xix) a certificate of an officer of each Seller (A) certifying that attached to such certificate are true and complete copies of (1) such Seller’s Organizational Documents, each as amended through and in effect on the Closing Date and (2) resolutions of the board of directors of such Seller, authorizing the execution, delivery and performance of this Agreement and the Ancillary Agreements other Transaction Documents to which such Seller is a party, the consummation of the transactions contemplated by this Agreement and such Ancillary Agreements and the matters set forth in Section 6.16(e), and (B) certifying as to the incumbency of the officer(s) of such Seller executing this Agreement and the Ancillary Agreements to which such Seller is a party; (xx) a certificate in compliance with Treas. Reg. §1.1445-2(b)(2) that each Seller is not a foreign person as defined under Section 897 of the Tax Code; (xxi) a certificate of good standing for each Seller from the Secretary of State of the State of Delaware; (xxii) their written agreement to treat the Relevant Transactions and the other transactions contemplated by this Agreement in accordance with Purchaser’s determination in Section 6.16; (xxiii) payoff letters and related Encumbrance-release documentation (including, if applicable, UCC-3 termination statements), each in a form reasonably satisfactory to the Parties and duly executed by the holders of the secured Indebtedness; and (xxiv) all books and records of Sellers described in Section 2.2(a)(xiv). (d) The UAW Collective Bargaining Agreement shall have been ratified by the membership, shall have been assumed by the applicable Sellers and assigned to Purchaser, and shall be in full force and effect. (e) The UAW Retiree Settlement Agreement shall have been executed and delivered by the UAW and shall have been approved by the Bankruptcy Court as part of the Sale Approval Order. (f) The Canadian Operations Continuation Agreement shall have been executed and delivered by the parties thereto in the form previously distributed among them.

Conditions to Obligations of Purchaser. The obligations of Purchaser to consummate and effect the transactions contemplated by purchase and sale of the Offered Membership Interest pursuant to this Agreement are shall be subject to the fulfillment or written waiver, prior to or at the Closing, of each satisfaction of the following conditions, unless waived by Purchaser: (a) Crompton, the Sellers and the Company shall have performed in all material respects all agreements, and satisfied in all material respects all conditions, on their part to be performed or satisfied hereunder, at or prior to the Closing Date. (b) All representations and warranties of Crompton and the Sellers herein shall have been true and correct when made, shall have continued to have been true and correct at all times subsequent thereto until the Closing Date, and shall be true and correct on and as of the Closing Date as though made on, as of and with reference to such date. (c) All consents, approvals, certificates and authorizations required to be obtained by Crompton and the Sellers in connection with transfer of the Offered Membership Interest as contemplated herein, including without limitation, all approvals by and clearances from all Governmental Authorities, lenders, and other Third Parties, shall have been obtained; provided, however, that in no event may Purchaser waive this shall specifically not include any consents, approvals, certificates and authorizations to any agreements to which the conditions contained in Section 7.2(d) Company (rather than Crompton or Section 7.2(e): (a) Each any of the representations Sellers) is a party, as the consents, approvals, certificates and warranties of Sellers contained in ARTICLE IV of this Agreement shall be true and correct (disregarding for the purposes of such determination any qualification as authorizations to materiality or Material Adverse Effect) as of the Closing Date as if made on the Closing Date (except for representations and warranties that speak as of which Company is a specific date or time, which representations and warranties shall be true and correct only as of such date or time), except party are subject exclusively to the extent that any breaches of such representations and warranties, individually or in the aggregate, have not had, or would not reasonably be expected to have, a Material Adverse Effect. (b) Sellers shall have performed or complied in all material respects with all agreements and obligations required by this Agreement to be performed or complied with by Sellers prior to or at the Closing. (c) Sellers shall have delivered, or caused to be delivered, to Purchaser: (i) a certificate executed as of the Closing Date by a duly authorized representative of Sellers, on behalf of Sellers and not in such authorized representative’s individual capacity, certifying that the conditions condition set forth in Section 7.2(a) and Section 7.2(b) have been satisfied; (ii) the Equity Registration Rights Agreement, duly executed by Parent; (iii) stock certificates or membership interest certificates, if any, evidencing the Transferred Equity Interests (other than in respect of the Equity Interests held by Sellers in RHI, Promark Global Advisors Limited, Promark Investments Trustees Limited and the Delayed Closing Entities, which the Parties agree may be transferred following the Closing in accordance with Section 6.30, Section 6.34 and Section 6.35), duly endorsed in blank or accompanied by stock powers (or similar documentation) duly endorsed in blank, in proper form for transfer to Purchaser, including any required stamps affixed thereto; (iv) an omnibus ▇▇▇▇ of sale, substantially in the form attached hereto as Exhibit P (the “▇▇▇▇ of Sale”), together with transfer tax declarations and all other instruments of conveyance that are necessary to effect transfer to Purchaser of title to the Purchased Assets, each in a form reasonably satisfactory to the Parties and duly executed by the appropriate Seller; (v) an omnibus assignment and assumption agreement, substantially in the form attached hereto as Exhibit Q (the “Assignment and Assumption Agreement”), together with all other instruments of assignment and assumption that are necessary to transfer the Purchased Contracts and Assumed Liabilities to Purchaser, each in a form reasonably satisfactory to the Parties and duly executed by the appropriate Seller; (vi) a novation agreement, substantially in the form attached hereto as Exhibit R (the “Novation Agreement”), duly executed by Sellers and the appropriate United States Governmental Authorities; (vii) a government related subcontract agreement, substantially in the form attached hereto as Exhibit S (the “Government Related Subcontract Agreement”), duly executed by Sellers; (viii) an omnibus intellectual property assignment agreement, substantially in the form attached hereto as Exhibit T (the “Intellectual Property Assignment Agreement”), duly executed by Sellers; (ix) a transition services agreement, substantially in the form attached hereto as Exhibit U (the “Transition Services Agreement”), duly executed by Sellers; (x) all quitclaim deeds or deeds without warranty (or equivalents for those parcels of Owned Real Property located in jurisdictions outside of the United States), in customary form, subject only to Permitted Encumbrances, conveying the Owned Real Property to Purchaser (the “Quitclaim Deeds”), duly executed by the appropriate Seller; (xi) all required Transfer Tax or sales disclosure forms relating to the Transferred Real Property (the “Transfer Tax Forms”), duly executed by the appropriate Seller; (xii) an assignment and assumption of the leases and subleases underlying the Leased Real Property, in substantially the form attached hereto as Exhibit V (the “Assignment and Assumption of Real Property Leases”), together with such other instruments of assignment and assumption that are necessary to transfer the leases and subleases underlying the Leased Real Property located in jurisdictions outside of the United States, each duly executed by Sellers; provided, however, that if it is required for the assumption and assignment of any lease or sublease underlying a Leased Real Property that a separate assignment and assumption for such lease or sublease be executed, then a separate assignment and assumption of such lease or sublease shall be executed in a form substantially similar to Exhibit V or as otherwise required to assume or assign such Leased Real Property; (xiii) an assignment and assumption of the lease in respect of the premises located at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, substantially in the form attached hereto as Exhibit W (the “Assignment and Assumption of Harlem Lease”), duly executed by Harlem; (xiv) an omnibus lease agreement in respect of the lease of certain portions of the Excluded Real Property that is owned real property, substantially in the form attached hereto as Exhibit X (the “Master Lease Agreement”), duly executed by Parent; (xv) [Reserved]; (xvi) the Saginaw Service Contracts, if required, duly executed by the appropriate Seller; (xvii) any easement agreements required under Section 6.27(c), duly executed by the appropriate Seller; (xviii) the Subdivision Master Lease, if required, duly executed by the appropriate Sellers; (xix) a certificate of an officer of each Seller (A) certifying that attached to such certificate are true and complete copies of (1) such Seller’s Organizational Documents, each as amended through and in effect on the Closing Date and (2) resolutions of the board of directors of such Seller, authorizing the execution, delivery and performance of this Agreement and the Ancillary Agreements to which such Seller is a party, the consummation of the transactions contemplated by this Agreement and such Ancillary Agreements and the matters set forth in Section 6.16(e), and (B) certifying as to the incumbency of the officer(s) of such Seller executing this Agreement and the Ancillary Agreements to which such Seller is a party; (xx) a certificate in compliance with Treas. Reg. §1.1445-2(b)(2) that each Seller is not a foreign person as defined under Section 897 of the Tax Code; (xxi) a certificate of good standing for each Seller from the Secretary of State of the State of Delaware; (xxii) their written agreement to treat the Relevant Transactions and the other transactions contemplated by this Agreement in accordance with Purchaser’s determination in Section 6.16; (xxiii) payoff letters and related Encumbrance-release documentation (including, if applicable, UCC-3 termination statements), each in a form reasonably satisfactory to the Parties and duly executed by the holders of the secured Indebtedness; and (xxiv) all books and records of Sellers described in Section 2.2(a)(xiv6.1(j). (d) The UAW Collective Bargaining Agreement GT Seed Treatment shall have been ratified executed and delivered to Purchaser the LLC Certificate, the Second LLC Amendment and all other documents necessary to transfer good and marketable title in the Offered Membership Interest to the Purchaser free and clear of all Liens as contemplated by the membership, shall have been assumed by the applicable Sellers and assigned to Purchaser, and shall be in full force and effectthis Agreement. (e) The UAW Retiree Settlement Agreement Crompton and the Company shall have delivered to Purchaser the written resignations of the members of the board of directors and/or managers of the Company appointed by Crompton or the Sellers, and shall cause any other action to be taken with respect to such resignations that Purchaser may reasonably request. (f) Purchaser shall have received all of the deliveries required to be delivered to Purchaser pursuant to Section 6.5 and 6.6. (g) All Closing Agreements to which the Company, Crompton and/or the applicable Sellers are a party shall have been authorized by and executed and delivered by the UAW Company, Crompton or its Affiliates and the Sellers, as applicable. (h) Crompton shall have delivered to Purchaser Incumbency and Specimen Signature Certificates for Crompton and each of the Sellers. (i) The Company shall have delivered to Purchaser an Incumbency and Specimen Signature Certificate for the Company. (j) All consents, approvals, certificates and authorizations set forth on Schedule 6.1(j) (the "Material Consents") shall have been approved obtained, and the Company shall have delivered to Purchaser the Material Consents, the form of which is set forth in Exhibit I, executed by the Bankruptcy Court as part of the Sale Approval Orderapplicable Third Parties. (fk) The Canadian Operations Continuation Agreement From the Effective Date until the Closing Date, there shall not have been executed and delivered by the parties thereto any Material Adverse change in the form previously distributed among themBusiness.

Conditions to Obligations of Purchaser. The obligations of Purchaser to consummate consummate, or cause to be consummated, the transactions contemplated by this Agreement are subject to the fulfillment or written waiver, prior to or at the Closing, of each satisfaction of the following additional conditions; provided, however, that any one or more of which may be waived in no event may Purchaser waive the conditions contained in Section 7.2(d) or Section 7.2(e):writing by Purchaser: (a) Each of the representations and warranties of Sellers Seller contained in ARTICLE IV of this Agreement shall be true and correct (disregarding for both on the purposes of such determination any qualification as to materiality or Material Adverse Effect) date hereof and as of the Closing Date Closing, as if made on anew at and as of that time (unless to the Closing Date (except for extent that any such representations and warranties that speak as of a specific date or expressly relate to an earlier time, in which representations and warranties case they shall be true and correct only as of at such date or earlier time), except and each of the covenants and agreements of Seller to be performed as of or prior to the extent that any breaches Closing shall have been duly performed, except in each case for changes after the date hereof which are contemplated or expressly permitted by this Agreement, except where (i) the failure of such the representations and warranties, individually or in the aggregate, have not hadwarranties to be true and correct, or (ii) the failure of the covenants and agreements to be performed, as the case may be, would not reasonably be expected to havehave a material adverse effect on the business, operations or financial condition of the Company and its Subsidiaries, taken as a Material Adverse Effectwhole. (b) Sellers Seller shall have performed or complied in all material respects with all agreements and obligations required delivered to Purchaser a certificate signed by this Agreement to be performed or complied with by Sellers prior to or at an officer of Seller, dated the Closing, certifying that, to the best of the knowledge and belief of such officer, the conditions specified in Section 7.1(b), as they relate to Seller, and subsection 7.2 (a) have been fulfilled. (c) Sellers Any consent required for the consummation of the transactions contemplated hereby under any Contract required to be listed on Schedule 2.8 hereto or for the continued enjoyment by the Company and its Subsidiaries of the benefits of any such Contract after the Closing shall have been obtained, except where the failure to obtain such consent would not have a material adverse effect on the business, operations or financial condition of the Company and its Subsidiaries, taken as a whole. (d) Seller shall have duly executed and delivered the Registration Rights Agreement. (e) Seller shall have duly executed and delivered the Stockholders Agreement. (f) The Subscription Agreement shall be and, since the date hereof, shall have been, in full force and effect, and all conditions to the consummation of the transactions contemplated by the Subscription Agreement (other than the Closing) shall have been satisfied. (g) Seller shall have delivered, or caused to be delivered, to Purchaser: (i) a certificate Purchaser an executed as of affidavit, dated not more than 30 days prior to the Closing Date by a duly authorized representative of SellersDate, on behalf of Sellers and not in such authorized representative’s individual capacity, certifying that the conditions set forth in Section 7.2(a) and Section 7.2(b) have been satisfied; (ii) the Equity Registration Rights Agreement, duly executed by Parent; (iii) stock certificates or membership interest certificates, if any, evidencing the Transferred Equity Interests (other than in respect of the Equity Interests held by Sellers in RHI, Promark Global Advisors Limited, Promark Investments Trustees Limited and the Delayed Closing Entities, which the Parties agree may be transferred following the Closing in accordance with Code Section 6.30, 1445(b)(2) and Treasury Regulation Section 6.34 and Section 6.351.1445-2(b), duly endorsed in blank or accompanied by stock powers (or similar documentation) duly endorsed in blank, in proper form for transfer to Purchaser, including any required stamps affixed thereto; (iv) an omnibus ▇▇▇▇ of sale, substantially in the form attached hereto as Exhibit P (the “▇▇▇▇ of Sale”), together with transfer tax declarations and all other instruments of conveyance which statement certifies that are necessary to effect transfer to Purchaser of title to the Purchased Assets, each in a form reasonably satisfactory to the Parties and duly executed by the appropriate Seller; (v) an omnibus assignment and assumption agreement, substantially in the form attached hereto as Exhibit Q (the “Assignment and Assumption Agreement”), together with all other instruments of assignment and assumption that are necessary to transfer the Purchased Contracts and Assumed Liabilities to Purchaser, each in a form reasonably satisfactory to the Parties and duly executed by the appropriate Seller; (vi) a novation agreement, substantially in the form attached hereto as Exhibit R (the “Novation Agreement”), duly executed by Sellers and the appropriate United States Governmental Authorities; (vii) a government related subcontract agreement, substantially in the form attached hereto as Exhibit S (the “Government Related Subcontract Agreement”), duly executed by Sellers; (viii) an omnibus intellectual property assignment agreement, substantially in the form attached hereto as Exhibit T (the “Intellectual Property Assignment Agreement”), duly executed by Sellers; (ix) a transition services agreement, substantially in the form attached hereto as Exhibit U (the “Transition Services Agreement”), duly executed by Sellers; (x) all quitclaim deeds or deeds without warranty (or equivalents for those parcels of Owned Real Property located in jurisdictions outside of the United States), in customary form, subject only to Permitted Encumbrances, conveying the Owned Real Property to Purchaser (the “Quitclaim Deeds”), duly executed by the appropriate Seller; (xi) all required Transfer Tax or sales disclosure forms relating to the Transferred Real Property (the “Transfer Tax Forms”), duly executed by the appropriate Seller; (xii) an assignment and assumption of the leases and subleases underlying the Leased Real Property, in substantially the form attached hereto as Exhibit V (the “Assignment and Assumption of Real Property Leases”), together with such other instruments of assignment and assumption that are necessary to transfer the leases and subleases underlying the Leased Real Property located in jurisdictions outside of the United States, each duly executed by Sellers; provided, however, that if it is required for the assumption and assignment of any lease or sublease underlying a Leased Real Property that a separate assignment and assumption for such lease or sublease be executed, then a separate assignment and assumption of such lease or sublease shall be executed in a form substantially similar to Exhibit V or as otherwise required to assume or assign such Leased Real Property; (xiii) an assignment and assumption of the lease in respect of the premises located at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, substantially in the form attached hereto as Exhibit W (the “Assignment and Assumption of Harlem Lease”), duly executed by Harlem; (xiv) an omnibus lease agreement in respect of the lease of certain portions of the Excluded Real Property that is owned real property, substantially in the form attached hereto as Exhibit X (the “Master Lease Agreement”), duly executed by Parent; (xv) [Reserved]; (xvi) the Saginaw Service Contracts, if required, duly executed by the appropriate Seller; (xvii) any easement agreements required under Section 6.27(c), duly executed by the appropriate Seller; (xviii) the Subdivision Master Lease, if required, duly executed by the appropriate Sellers; (xix) a certificate of an officer of each Seller (A) certifying that attached to such certificate are true and complete copies of (1) such Seller’s Organizational Documents, each as amended through and in effect on the Closing Date and (2) resolutions of the board of directors of such Seller, authorizing the execution, delivery and performance of this Agreement and the Ancillary Agreements to which such Seller is a party, the consummation of the transactions contemplated by this Agreement and such Ancillary Agreements and the matters set forth in Section 6.16(e), and (B) certifying as to the incumbency of the officer(s) of such Seller executing this Agreement and the Ancillary Agreements to which such Seller is a party; (xx) a certificate in compliance with Treas. Reg. §1.1445-2(b)(2) that each Seller is not a foreign person as defined under Section 897 of the Tax Code; (xxi) a certificate of good standing for each Seller from the Secretary of State of the State of Delaware; (xxii) their written agreement to treat the Relevant Transactions and the other transactions contemplated by this Agreement in accordance with Purchaser’s determination in Section 6.16; (xxiii) payoff letters sets forth Seller's name, taxpayer identification number and related Encumbrance-release documentation (including, if applicable, UCC-3 termination statements), each in a form reasonably satisfactory to the Parties and duly executed by the holders of the secured Indebtedness; and (xxiv) all books and records of Sellers described in Section 2.2(a)(xiv)address. (dh) The UAW Collective Bargaining Agreement As of the Closing, Seller shall have been ratified by caused to be eliminated all intercompany receivables and payables between Seller, the membership, shall have been assumed by the applicable Sellers Company and assigned to Purchaser, and shall be in full force and effectits Subsidiaries. (e) The UAW Retiree Settlement Agreement shall have been executed and delivered by the UAW and shall have been approved by the Bankruptcy Court as part of the Sale Approval Order. (f) The Canadian Operations Continuation Agreement shall have been executed and delivered by the parties thereto in the form previously distributed among them.

Conditions to Obligations of Purchaser. The obligations of Purchaser to consummate the transactions contemplated by this Agreement Transactions are subject to the fulfillment satisfaction or written waiver, at or prior to or at the Closing, of each of the following conditions; provided, however, that in no event may Purchaser waive the conditions contained in Section 7.2(d) or Section 7.2(e):: (a) Each (i) The Fundamental Representations shall be true and correct in all material respects as of the Closing Date as though made on the Closing Date (except to the extent such representations and warranties relate to an earlier date, in which case as of such earlier date), and (ii) the other representations and warranties of Sellers Seller contained in ARTICLE IV of this Agreement shall be true and correct (disregarding for the purposes of such determination any qualification as to materiality or Material Adverse Effect) as of the Closing Date as if though made on the Closing Date (except for to the extent such representations and warranties that speak relate to an earlier date, in which case as of a specific date or timesuch earlier date), which representations and warranties shall except as the failure to be so true and correct only as of such date or time), except to the extent that any breaches of such representations and warranties, individually or in the aggregate, have not had, or would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.; (b) Sellers No Company Material Adverse Effect has occurred; (c) Seller shall have performed or complied in all material respects with all agreements and obligations required by this Agreement to be performed by it under this Agreement on or complied with by Sellers prior to the Closing Date; (d) The consents or approvals under the Company Significant Contracts listed in Schedule 5.2(d) have been obtained, and the consents or approvals of the third parties or Governmental Bodies set forth on Schedule 5.2(d) have been obtained; (e) The Seller shall have delivered payoff letters evidencing the satisfaction in full of all outstanding Company Indebtedness to any Person, including all Indebtedness under the Amended and Restated Credit and Security Agreement dated as of August 6, 2018 by and among Seller, Aptevo BioTherapeutics LLC, Aptevo Research and Development LLC, MidCap Financial Trust, as Agent, and the Lenders, as defined therein, as amended by Amendment No. 1, dated as of December 14, 2018 (the “Credit Agreement”) which payoff letter shall specifically state that the Company shall have no further liability with respect to any further obligations under the Credit Agreement and that all related liens with respect to the Company and its assets and with respect to the Membership Interests shall be released and that lien releases shall be delivered (including releases in form and substance for recordation at the Closing.United States Patent and Trademark Office, United States Copyright Office or any other similar domestic or foreign office or agency) upon receipt of the payoff amount in accordance with such payoff letter; (cf) Sellers all Affiliate Agreements, other than those Contracts set forth on Schedule 5.2(f), shall have deliveredbeen terminated in full without any consideration or further liability of the Company and shall be of no further force and effect; (g) Purchaser shall have obtained and bound the R&W Policy; and (h) Seller shall deliver, or caused cause to be delivered, delivered to Purchaser, the following: (i) a certificate executed non-foreign affidavit dated as of the Closing Date Date, sworn under penalty of perjury in accordance with the requirements of the Treasury Regulations issued pursuant to Section 1445 of the Code, in a form reasonably satisfactory to Purchaser, stating that Seller is not a “foreign person” as defined in Section 1445 of the Code; (ii) a certificate of good standing from the Secretary of State of the State of Delaware and any other jurisdictions in which the Company is qualified to do business; (iii) an assignment of the Membership Interests effectuating the transfer of the Membership Interests from Seller to Purchaser, duly executed by Seller; (iv) written resignations of all officers and directors of the Company, to be effective as of the Closing; (v) all books and records of the Company set forth on Schedule 5.2(h)(v); (vi) a list containing all user names, passwords, login credentials, access codes, gate codes, door and lock box keys and codes and such other information used by or for the benefit of the Company in order for the Purchaser to operate the business of the Company and have access to Company IP and Company Licensed IP; (vii) the Escrow Agreement, duly authorized representative executed by Seller and Escrow Agent; (viii) the Trademark License Agreement, duly executed by Seller; (ix) the Transition Services Agreement, duly executed by Seller; and (x) a certificate of SellersSeller, on behalf executed by an officer of Sellers and not in such authorized representative’s individual capacitySeller, certifying (w) that each of the conditions set forth in Section 7.2(a5.2(a), Section 5.2(b), Section 5.2(c) and Section 7.2(b5.2(f) have has been satisfied; (ii) the Equity Registration Rights Agreement, duly executed by Parent; (iii) stock certificates or membership interest certificates, if any, evidencing the Transferred Equity Interests (other than in respect of the Equity Interests held by Sellers in RHI, Promark Global Advisors Limited, Promark Investments Trustees Limited and the Delayed Closing Entities, which the Parties agree may be transferred following the Closing in accordance with Section 6.30, Section 6.34 and Section 6.35), duly endorsed in blank or accompanied by stock powers (or similar documentation) duly endorsed in blank, in proper form for transfer to Purchaser, including any required stamps affixed thereto; (iv) an omnibus ▇▇▇▇ of sale, substantially in the form attached hereto as Exhibit P (the “▇▇▇▇ of Sale”), together with transfer tax declarations and all other instruments of conveyance that are necessary to effect transfer to Purchaser of title to the Purchased Assets, each in a form reasonably satisfactory to the Parties and duly executed by the appropriate Seller; (v) an omnibus assignment and assumption agreement, substantially in the form attached hereto as Exhibit Q (the “Assignment and Assumption Agreement”), together with all other instruments of assignment and assumption that are necessary to transfer the Purchased Contracts and Assumed Liabilities to Purchaser, each in a form reasonably satisfactory to the Parties and duly executed by the appropriate Seller; (vi) a novation agreement, substantially in the form attached hereto as Exhibit R (the “Novation Agreement”), duly executed by Sellers and the appropriate United States Governmental Authorities; (vii) a government related subcontract agreement, substantially in the form attached hereto as Exhibit S (the “Government Related Subcontract Agreement”), duly executed by Sellers; (viii) an omnibus intellectual property assignment agreement, substantially in the form attached hereto as Exhibit T (the “Intellectual Property Assignment Agreement”), duly executed by Sellers; (ix) a transition services agreement, substantially in the form attached hereto as Exhibit U (the “Transition Services Agreement”), duly executed by Sellers; (x) all quitclaim deeds or deeds without warranty (or equivalents for those parcels of Owned Real Property located in jurisdictions outside of the United States), in customary form, subject only to Permitted Encumbrances, conveying the Owned Real Property to Purchaser (the “Quitclaim Deeds”), duly executed by the appropriate Seller; (xi) all required Transfer Tax or sales disclosure forms relating to the Transferred Real Property (the “Transfer Tax Forms”), duly executed by the appropriate Seller; (xii) an assignment and assumption of the leases and subleases underlying the Leased Real Property, in substantially the form attached hereto as Exhibit V (the “Assignment and Assumption of Real Property Leases”), together with such other instruments of assignment and assumption that are necessary to transfer the leases and subleases underlying the Leased Real Property located in jurisdictions outside of the United States, each duly executed by Sellers; provided, however, that if it is required for the assumption and assignment of any lease or sublease underlying a Leased Real Property that a separate assignment and assumption for such lease or sublease be executed, then a separate assignment and assumption of such lease or sublease shall be executed in a form substantially similar to Exhibit V or as otherwise required to assume or assign such Leased Real Property; (xiii) an assignment and assumption of the lease in respect of the premises located at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, substantially in the form attached hereto as Exhibit W (the “Assignment and Assumption of Harlem Lease”), duly executed by Harlem; (xiv) an omnibus lease agreement in respect of the lease of certain portions of the Excluded Real Property that is owned real property, substantially in the form attached hereto as Exhibit X (the “Master Lease Agreement”), duly executed by Parent; (xv) [Reserved]; (xvi) the Saginaw Service Contracts, if required, duly executed by the appropriate Seller; (xvii) any easement agreements required under Section 6.27(c), duly executed by the appropriate Seller; (xviii) the Subdivision Master Lease, if required, duly executed by the appropriate Sellers; (xix) a certificate of an officer of each Seller (A) certifying that attached to such certificate thereto are true and complete copies of (1) such Seller’s Organizational Documents, each as amended through and in effect on the Closing Date and (2) all resolutions of adopted by the board of directors of such Seller, the Seller authorizing the execution, delivery and performance of this Agreement and the Ancillary Agreements to which such Seller is a party, other Transaction Documents and the consummation of the transactions contemplated by this Agreement Transactions, (y) that such resolutions are in full force and such Ancillary Agreements effect and are all the matters set forth resolutions adopted in Section 6.16(e)connection with the Transaction, and (Bz) certifying as to the incumbency names and signatures of the officer(s) officers of such Seller executing authorized to sign this Agreement and the Ancillary Agreements to which such other Transaction Documents (the “Seller is a party; (xx) a certificate in compliance with Treas. Reg. §1.1445-2(b)(2) that each Seller is not a foreign person as defined under Section 897 of the Tax Code; (xxi) a certificate of good standing for each Seller from the Secretary of State of the State of Delaware; (xxii) their written agreement to treat the Relevant Transactions and the other transactions contemplated by this Agreement in accordance with Purchaser’s determination in Section 6.16; (xxiii) payoff letters and related Encumbrance-release documentation (including, if applicable, UCC-3 termination statements), each in a form reasonably satisfactory to the Parties and duly executed by the holders of the secured Indebtedness; and (xxiv) all books and records of Sellers described in Section 2.2(a)(xivCertificate”). (d) The UAW Collective Bargaining Agreement shall have been ratified by the membership, shall have been assumed by the applicable Sellers and assigned to Purchaser, and shall be in full force and effect. (e) The UAW Retiree Settlement Agreement shall have been executed and delivered by the UAW and shall have been approved by the Bankruptcy Court as part of the Sale Approval Order. (f) The Canadian Operations Continuation Agreement shall have been executed and delivered by the parties thereto in the form previously distributed among them.

Conditions to Obligations of Purchaser. The obligations of Purchaser to consummate the transactions contemplated Share Purchase and take the other actions required to be taken by this Agreement it at the Closing are subject to the fulfillment or written waiversatisfaction, prior to or at as of the Closing, of each of the following conditions; provided, however, conditions (it being understood that any one or more of the following conditions may be waived by Purchaser in no event may Purchaser waive the conditions contained in Section 7.2(d) or Section 7.2(ea writing signed by Purchaser): (a) Each of the The representations and warranties of Sellers the Company set forth in Article 3 (other than Sections 3.1(a), 3.3(a), 3.4, 3.6(b), and 3.20 (the “Company Fundamental Representations”)), taken together, disregarding all qualifications contained in ARTICLE IV of this Agreement therein regarding materiality or Material Adverse Effect (except for Section 3.9(b) which shall be read as written), shall be true and correct (disregarding for correct, in each case on and as of the purposes date of such determination any qualification as to materiality or Material Adverse Effect) this Agreement and on and as of the Closing Date with the same force and effect as if they had been made on the Closing Date (except for any such representations and or warranties that by their terms speak only as of a specific date or timedates, in which case such representations and warranties shall be true tested only on and correct only as of such specified date or timedates), except to the extent that any breaches the failure of such representations and warrantieswarranties to be true and correct, individually or in the aggregate, have not had, or would not reasonably be expected to have, have a Material Adverse Effect with respect to the Company. The Company Fundamental Representations, disregarding all qualifications contained therein regarding materiality or Material Adverse Effect. , and the representations and warranties of the Company set forth in Section 3.6(a) and 3.26 shall be true and correct in all but de minimis respects on and as of the date of this Agreement and as of the Closing with the same force and effect as if they had been made on the Closing Date (b) Sellers except for any such representations or warranties that by their terms speak only as of a specific date or dates, in which case such representations and warranties shall be tested only on and as of such specified date or dates). The Company shall have performed or and complied in all material respects with all agreements of its covenants contained in Article 6 and obligations required Article 7 at or before the Closing (to the extent that such covenants require performance by the Company before the Closing). At the Closing, Purchaser shall have received a certificate as to the foregoing executed on behalf the Company by the Company’s Chief Executive Officer. (b) The representations and warranties of Seller set forth in Article 4, (other than Sections 4.1, 4.2, 4.4, 4.5 and 4.6 (the “Seller Fundamental Representations”) taken together, disregarding all qualifications contained therein regarding materiality or Material Adverse Effect, shall be true and correct, in each case on and as of the date of this Agreement and on and as of the Closing with the same force and effect as if they had been made on the Closing Date (except for any such representations or warranties that by their terms speak only as of a specific date or dates, in which case such representations and warranties shall be tested only on and as of such specified date or dates), except to the extent that the failure of such representations and warranties to be true and correct, in the aggregate, would not reasonably be expected to individually or in the aggregate, materially impair Seller’s ability to timely effect the Transactions contemplated hereby. The Seller Fundamental Representations, disregarding all qualifications contained therein regarding materiality or Material Adverse Effect, shall be true and correct in all but de minimis respects on and as of the date of this Agreement and on and as of the Closing with the same force and effect as if they had been made on the Closing Date (except for any such representations or warranties that by their terms speak only as of a specific date or dates, in which case such representations and warranties shall be tested only on and as of such specified date or dates). Seller shall have performed and complied in all material respects with all of its covenants contained in Article 6 and Article 7 at or complied with before the Closing (to the extent that such covenants require performance by Sellers prior to Seller at or at before the Closing). At the Closing, Purchaser shall have received a certificate to the foregoing executed on behalf of Seller by an officer of Seller. (c) Sellers There shall not have occurred any Material Adverse Effect with respect to the Company since the date of this Agreement. At the Closing, Purchaser shall have delivered, or caused to be delivered, to Purchaser: (i) received a certificate to the foregoing executed as of the Closing Date by a duly authorized representative of Sellers, on behalf of Sellers and not in such authorized representative’s individual capacity, certifying that the conditions set forth in Section 7.2(a) and Section 7.2(b) have been satisfied;Seller by an officer of Seller. (iid) Purchaser shall have received the Equity Registration Rights Agreementresignations of those managers, duly executed directors and officers of the Company designated by Parent;Purchaser in writing to Seller at least three (3) business days prior to the Closing Date. (iiie) stock certificates Seller or membership interest certificatesits applicable affiliate shall have executed and delivered the Services Agreement. (f) Seller shall have received, if any, evidencing the Transferred Equity Interests (other than in respect of the Equity Interests held by Sellers in RHI, Promark Global Advisors Limited, Promark Investments Trustees Limited and the Delayed Closing Entities, which the Parties agree may be transferred following the Closing in accordance with Section 6.30, Section 6.34 and Section 6.35), duly endorsed in blank or accompanied by stock powers (or similar documentation) duly endorsed in blank, in proper form for transfer delivered to Purchaser, including any required stamps affixed thereto; a solvency opinion, addressed to Seller (iv) an omnibus ▇▇▇▇ of sale, substantially in the form attached hereto as Exhibit P (the “▇▇▇▇ of Sale”and either addressed to Purchaser or upon which Purchaser shall be permitted to rely), together with transfer tax declarations and all other instruments of conveyance that are necessary to effect transfer to Purchaser of title to the Purchased Assets, each in a form reasonably satisfactory to the Parties and duly executed rendered by the appropriate Seller; (v) an omnibus assignment and assumption agreement, substantially in the form attached hereto as Exhibit Q (the “Assignment and Assumption Agreement”), together with all other instruments of assignment and assumption that are necessary to transfer the Purchased Contracts and Assumed Liabilities to Purchaser, each in a form reasonably satisfactory to the Parties and duly executed by the appropriate Seller; (vi) a novation agreement, substantially in the form attached hereto as Exhibit R (the “Novation Agreement”), duly executed by Sellers and the appropriate United States Governmental Authorities; (vii) a government related subcontract agreement, substantially in the form attached hereto as Exhibit S (the “Government Related Subcontract Agreement”), duly executed by Sellers; (viii) an omnibus intellectual property assignment agreement, substantially in the form attached hereto as Exhibit T (the “Intellectual Property Assignment Agreement”), duly executed by Sellers; (ix) a transition services agreement, substantially in the form attached hereto as Exhibit U (the “Transition Services Agreement”), duly executed by Sellers; (x) all quitclaim deeds or deeds without warranty (or equivalents for those parcels of Owned Real Property located in jurisdictions outside of the United States), in customary form, subject only to Permitted Encumbrances, conveying the Owned Real Property to Purchaser (the “Quitclaim Deeds”), duly executed by the appropriate Seller; (xi) all required Transfer Tax or sales disclosure forms relating to the Transferred Real Property (the “Transfer Tax Forms”), duly executed by the appropriate Seller; (xii) an assignment and assumption of the leases and subleases underlying the Leased Real Property, in substantially the form attached hereto as Exhibit V (the “Assignment and Assumption of Real Property Leases”), together with such other instruments of assignment and assumption that are necessary to transfer the leases and subleases underlying the Leased Real Property located in jurisdictions outside of the United States, each duly executed by Sellers; provided, however, that if it is required for the assumption and assignment of any lease or sublease underlying a Leased Real Property that a separate assignment and assumption for such lease or sublease be executed, then a separate assignment and assumption of such lease or sublease shall be executed in a form substantially similar to Exhibit V or as otherwise required to assume or assign such Leased Real Property; (xiii) an assignment and assumption of the lease in respect of the premises located at ▇▇▇▇ ▇▇▇▇▇▇ Duff & ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇LLC or a similar nationally recognized solvency firm, ▇▇▇ ▇▇▇▇reasonably acceptable to Purchaser and in a form and substance reasonably acceptable to Purchaser, substantially to the effect that the statements in Section 4.5 are true. (g) Seller shall have received, and delivered to Purchaser, the form attached hereto as Exhibit W opinion specified in Section 4.6. (h) Purchaser is satisfied, in its reasonable discretion, that no regulatory or other governmental development (excluding under the HSR Act or other applicable Antitrust Laws) affecting the Company, the Company Subsidiaries, or the Company’s affiliates or their respective officers, employees or directors, would reasonably be likely to cause an adverse effect on the Company or the Company Subsidiaries following Closing or Purchaser or its affiliates following Closing, including with respect to the expected benefits of the Share Purchase or any other Transaction to Purchaser and its affiliates (the “Assignment and Assumption of Harlem LeaseDisclosure Condition”), duly executed by Harlem; (xiv) an omnibus lease agreement in respect of the lease of certain portions of the Excluded Real Property that is owned real property, substantially in the form attached hereto as Exhibit X (the “Master Lease Agreement”), duly executed by Parent; (xv) [Reserved]; (xvi) the Saginaw Service Contracts, if required, duly executed by the appropriate Seller; (xvii) any easement agreements required under Section 6.27(c), duly executed by the appropriate Seller; (xviii) the Subdivision Master Lease, if required, duly executed by the appropriate Sellers; (xix) a certificate of an officer of each Seller (A) certifying that attached to such certificate are true and complete copies of (1) such Seller’s Organizational Documents, each as amended through and in effect on the Closing Date and (2) resolutions of the board of directors of such Seller, authorizing the execution, delivery and performance of this Agreement and the Ancillary Agreements to which such Seller is a party, the consummation of the transactions contemplated by this Agreement and such Ancillary Agreements and the matters set forth in Section 6.16(e), and (B) certifying as to the incumbency of the officer(s) of such Seller executing this Agreement and the Ancillary Agreements to which such Seller is a party; (xx) a certificate in compliance with Treas. Reg. §1.1445-2(b)(2) that each Seller is not a foreign person as defined under Section 897 of the Tax Code; (xxi) a certificate of good standing for each Seller from the Secretary of State of the State of Delaware; (xxii) their written agreement to treat the Relevant Transactions and the other transactions contemplated by this Agreement in accordance with Purchaser’s determination in Section 6.16; (xxiii) payoff letters and related Encumbrance-release documentation (including, if applicable, UCC-3 termination statements), each in a form reasonably satisfactory to the Parties and duly executed by the holders of the secured Indebtedness; and (xxiv) all books and records of Sellers described in Section 2.2(a)(xiv). (di) The UAW Collective Bargaining Agreement Purchaser shall have been ratified by received the membership, shall have been assumed by Closing Financial Certificate from the applicable Sellers and assigned to Purchaser, and shall be in full force and effectCompany. (e) The UAW Retiree Settlement Agreement shall have been executed and delivered by the UAW and shall have been approved by the Bankruptcy Court as part of the Sale Approval Order. (f) The Canadian Operations Continuation Agreement shall have been executed and delivered by the parties thereto in the form previously distributed among them.

Conditions to Obligations of Purchaser. The obligations obligation of -------------------------------------- Advance, ASCI and Purchaser to consummate the transactions contemplated by this Agreement are shall be subject to the fulfillment satisfaction or written waiver, waiver at or prior to or at the Closing, Closing of each of the following conditions; provided, however, that in no event may Purchaser waive the conditions contained in Section 7.2(d) or Section 7.2(e):: (a) Each of Parent, Seller and the representations and warranties of Sellers contained in ARTICLE IV of this Agreement shall be true and correct (disregarding for the purposes of such determination any qualification as to materiality or Material Adverse Effect) as of the Closing Date as if made on the Closing Date (except for representations and warranties that speak as of a specific date or time, which representations and warranties shall be true and correct only as of such date or time), except to the extent that any breaches of such representations and warranties, individually or in the aggregate, have not had, or would not reasonably be expected to have, a Material Adverse Effect. (b) Sellers Company shall have performed or and complied in all material respects with all agreements and obligations covenants required by this Agreement to be performed or and complied with by Sellers Parent, Seller and the Company under this Agreement at or prior to or at the Closing.; (cb) Sellers The representations and warranties of Parent, Seller and the Company contained in this Agreement shall have delivered, or caused to be delivered, to Purchaser: (i) a certificate executed true and correct at and as of the date of this Agreement and at and as of the Closing Date as though restated on and as of such date, except that any representation or warranty that by its terms is made as of a duly authorized representative date specified therein be true and correct as of Sellers, on behalf such date and except where the failure of Sellers one or more representations or warranties to be true and not in such authorized representative’s individual capacity, certifying that the conditions set forth in Section 7.2(a) and Section 7.2(b) have been satisfied; (ii) the Equity Registration Rights Agreement, duly executed by Parent; (iii) stock certificates or membership interest certificates, if any, evidencing the Transferred Equity Interests (other than in respect of the Equity Interests held by Sellers in RHI, Promark Global Advisors Limited, Promark Investments Trustees Limited and the Delayed Closing Entities, which the Parties agree may be transferred following the Closing in accordance with Section 6.30, Section 6.34 and Section 6.35), duly endorsed in blank or accompanied by stock powers (or similar documentation) duly endorsed in blankcorrect, in proper form for transfer the aggregate, would not reasonably be expected to Purchaser, including any required stamps affixed thereto; (iv) an omnibus ▇▇▇▇ of sale, substantially in the form attached hereto as Exhibit P (the “▇▇▇▇ of Sale”), together with transfer tax declarations and all other instruments of conveyance that are necessary to effect transfer to Purchaser of title to the Purchased Assets, each result in a form reasonably satisfactory to the Parties and duly executed by the appropriate Seller; (v) an omnibus assignment and assumption agreement, substantially in the form attached hereto as Exhibit Q (the “Assignment and Assumption Agreement”), together with all other instruments of assignment and assumption that are necessary to transfer the Purchased Contracts and Assumed Liabilities to Purchaser, each in a form reasonably satisfactory to the Parties and duly executed by the appropriate Seller; (vi) a novation agreement, substantially in the form attached hereto as Exhibit R (the “Novation Agreement”), duly executed by Sellers and the appropriate United States Governmental Authorities; (vii) a government related subcontract agreement, substantially in the form attached hereto as Exhibit S (the “Government Related Subcontract Agreement”), duly executed by Sellers; (viii) an omnibus intellectual property assignment agreement, substantially in the form attached hereto as Exhibit T (the “Intellectual Property Assignment Agreement”), duly executed by Sellers; (ix) a transition services agreement, substantially in the form attached hereto as Exhibit U (the “Transition Services Agreement”), duly executed by Sellers; (x) all quitclaim deeds or deeds without warranty (or equivalents for those parcels of Owned Real Property located in jurisdictions outside of the United States), in customary form, subject only to Permitted Encumbrances, conveying the Owned Real Property to Purchaser (the “Quitclaim Deeds”), duly executed by the appropriate Seller; (xi) all required Transfer Tax or sales disclosure forms relating to the Transferred Real Property (the “Transfer Tax Forms”), duly executed by the appropriate Seller; (xii) an assignment and assumption of the leases and subleases underlying the Leased Real Property, in substantially the form attached hereto as Exhibit V (the “Assignment and Assumption of Real Property Leases”), together with such other instruments of assignment and assumption that are necessary to transfer the leases and subleases underlying the Leased Real Property located in jurisdictions outside of the United States, each duly executed by SellersCompany Material Adverse Effect; provided, however, that if it is required for the assumption representations ----------------- and assignment warranties of any lease or sublease underlying a Leased Real Property that a separate assignment the Company contained in Sections 3.01, 3.02, 4.01, 4.02, the first sentence of 4.03 and assumption for such lease or sublease 4.04 and the last sentence of Section 4.05 must be executed, then a separate assignment true and assumption correct in all respects as of such lease or sublease shall be executed in a form substantially similar to Exhibit V or the date made and as otherwise required to assume or assign such Leased Real Propertyof the Closing Date; (xiiic) an assignment and assumption of the lease in respect of the premises located at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, substantially in the form attached hereto as Exhibit W The following agreements shall have been executed: (the “Assignment and Assumption of Harlem Lease”), duly executed by Harlem; (xiv) an omnibus lease agreement in respect of the lease of certain portions of the Excluded Real Property that is owned real property, substantially in the form attached hereto as Exhibit X (the “Master Lease Agreement”), duly executed by Parent; (xv) [Reserved]; (xvii) the Saginaw Service ContractsFirst-Call Agreement, if required, duly executed by the appropriate Seller; (xvii) any easement agreements required under Section 6.27(c), duly executed by the appropriate Seller; (xviiiii) the Subdivision Master LeasePurchase and Supply Agreements, if required, duly executed by (iii) the appropriate Sellers; (xix) a certificate of an officer of each Seller (A) certifying that attached to such certificate are true and complete copies of (1) such Seller’s Organizational Documents, each as amended through and in effect on the Closing Date Merchant Agreements and (2iv) resolutions of the board of directors of such Seller, authorizing the execution, delivery and performance of this Agreement and the Ancillary Agreements to which such Seller is a party, the consummation of the transactions contemplated by this Agreement and such Ancillary Agreements and the matters set forth in Section 6.16(e), and (B) certifying as to the incumbency of the officer(s) of such Seller executing this Agreement and the Ancillary Agreements to which such Seller is a partyTransition Services Agreement; (xx) a certificate in compliance with Treas. Reg. §1.1445-2(b)(2) that each Seller is not a foreign person as defined under Section 897 of the Tax Code; (xxi) a certificate of good standing for each Seller from the Secretary of State of the State of Delaware; (xxii) their written agreement to treat the Relevant Transactions and the other transactions contemplated by this Agreement in accordance with Purchaser’s determination in Section 6.16; (xxiii) payoff letters and related Encumbrance-release documentation (including, if applicable, UCC-3 termination statements), each in a form reasonably satisfactory to the Parties and duly executed by the holders of the secured Indebtedness; and (xxiv) all books and records of Sellers described in Section 2.2(a)(xiv). (d) The UAW Collective Bargaining Agreement shall have been ratified by the membership, shall have been assumed by the applicable Sellers and assigned to Purchaser, and shall be in full force and effect. (e) The UAW Retiree Settlement Stockholders Agreement shall have been executed and delivered by the UAW and Parent, Seller and/or one of its Affiliates; and (e) Purchaser shall have been approved received from Parent, Seller and the Company a certificate signed by an appropriate officer as to Parent's, Seller's and the Bankruptcy Court Company's compliance, as part the case may be, with the conditions set forth in paragraphs (a) and (b) of the Sale Approval Orderthis Section 8.03. (f) The Canadian Operations Continuation Agreement shall have been executed and delivered by the parties thereto in the form previously distributed among them.