Common use of Deliveries at Closing Clause in Contracts

Deliveries at Closing. Buyer shall have received from the Company each of the deliveries set forth below: (i) At the Closing, certificates representing the shares of Common Stock and Warrants, comprising the Units, duly and validly issued in favor of Buyer and otherwise sufficient to vest in Buyer good title to the shares of Common Stock and Warrants comprising the Units; (ii) At the Closing, a certificate issued by the secretary or an assistant secretary of the Company, dated the Closing Date, in form and substance reasonably satisfactory to Buyer, certifying on behalf of the Company (i) the resolutions of the board of directors of the Company authorizing the execution, delivery and performance of this Agreement and the issuance of the Units, (ii) the incumbency and signature of the authorized signatory of the Company executing this Agreement, (iii) the amended and restated certificate of incorporation and bylaws of the Company, as in effect on the Closing Date, and (iv) that the condition to closing set forth in Section 6.1(c) has been met; (iii) At the Closing, the Registration Rights Agreement, duly executed by the Company; (iv) An opinion of U.S. counsel to the Company addressed to the Buyer, providing that the issuance, sale and delivery to the Buyer of the Units have been duly authorized by all necessary corporate action and (i) upon issuance against payment therefor and delivery to the Buyer, (A) the Common Stock included in such Units will be validly issued, fully paid and non-assessable and (B) the Warrants will be valid and binding obligations of the Company and (ii) assuming issuance of the Warrant Shares upon the exercise of the Warrant in accordance with the terms of the Warrant, the Warrant Shares will be validly issued, fully paid and non-assessable; and (v) An opinion of Canadian counsel to the Company addressed to the Buyer, providing that the issuance of the Units is exempt from the prospectus requirements under Ontario securities laws, that such securities are subject to restrictions on transfer under Ontario securities law and that the Common Stock included in such Units and the Warrant Shares are conditionally approved for listing on the TSX.

Deliveries at Closing. Buyer At the Closing, Seller shall have received from deliver to Buyer: (a) A special warranty deed (the Company each “Deed”) in form and content reasonably satisfactory to Buyer’s counsel conveying good, indefeasible, marketable and insurable fee simple title to such of the deliveries Property as constitutes real property and is capable of being transferred by deed, free and clear of any lien, encumbrance or exception other than the Permitted Exceptions; (b) A bill of sale with usual warranties conveying good title to the Property; (c) A non-foreign status affidavit executed by ▇▇▇▇▇▇; (d) Evidence satisfactory to Buyer of the authority of Seller or anyone executing documents on behalf of Seller to consummate the transactions contemplated herein; (e) A closing statement duly executed by Seller setting forth the prorations and adjustments required by this Agreement or otherwise agreed to by ▇▇▇▇▇ and Seller; (f) A certificate stating that Seller’s representations and warranties set forth below:in Paragraph 3 are true and correct as of the date of Closing; (g) A certificate containing the information necessary to complete a 1099-S Form; (h) Appropriate lien waivers or other appropriate documentation (certified to Buyer and to the Title Company) that is necessary for Buyer to obtain a title insurance policy insuring the Property without exception for construction, mechanic’s, materialman’s or other liens against the Property; and (i) At the Closing, certificates representing the shares of Common Stock and Warrants, comprising the Units, duly and validly issued An affidavit in favor of Buyer and otherwise sufficient to vest in Buyer good title form reasonably acceptable to the shares Title Company allowing the title company to remove any exception for parties in possession of Common Stock and Warrants comprising the UnitsProperty from Buyer’s owner’s policy of title insurance to be obtained at Closing; (iij) At the Closing, a certificate issued by the secretary or an assistant secretary A statement from Seller certifying that all of the Company, dated the Closing Date, representations and warranties contained in form and substance reasonably satisfactory to Buyer, certifying on behalf of the Company (i) the resolutions of the board of directors of the Company authorizing the execution, delivery and performance Paragraph 3 of this Agreement are true and the issuance correct as of the UnitsClosing date. (k) All other documents necessary to transfer or assign to Buyer any zoning approvals, permits, or other development rights with respect to the Property. (iil) the incumbency and signature Any other documents reasonably required or customary for closings of the authorized signatory sale of commercial real estate in the Company executing this Agreement, (iii) the amended and restated certificate Commonwealth of incorporation and bylaws of the Company, as in effect on the Closing Date, and (iv) that the condition to closing set forth in Section 6.1(c) has been met; (iii) At the Closing, the Registration Rights Agreement, duly executed by the Company; (iv) An opinion of U.S. counsel to the Company addressed to the Buyer, providing that the issuance, sale and delivery to the Buyer of the Units have been duly authorized by all necessary corporate action and (i) upon issuance against payment therefor and delivery to the Buyer, (A) the Common Stock included in such Units will be validly issued, fully paid and non-assessable and (B) the Warrants will be valid and binding obligations of the Company and (ii) assuming issuance of the Warrant Shares upon the exercise of the Warrant in accordance with the terms of the Warrant, the Warrant Shares will be validly issued, fully paid and non-assessable; and (v) An opinion of Canadian counsel to the Company addressed to the Buyer, providing that the issuance of the Units is exempt from the prospectus requirements under Ontario securities laws, that such securities are subject to restrictions on transfer under Ontario securities law and that the Common Stock included in such Units and the Warrant Shares are conditionally approved for listing on the TSXKentucky.

Deliveries at Closing. Buyer At the Closing, the following Persons are delivering or causing to be delivered the following: (a) Purchaser shall have received from deliver, or cause to be delivered, to Sellers the Company each of the deliveries set forth belowfollowing deliveries: (i) At on behalf of Sellers or the ClosingCompany, certificates representing as applicable, an aggregate amount equal to Sellers’ best good faith estimate of unpaid Company Transaction Expenses as of immediately prior to Closing (the shares “Estimated Unpaid Company Transaction Expenses”), by one or more wire transfers of Common Stock and Warrants, comprising immediately available funds to an account or accounts designated by the Units, duly and validly issued in favor of Buyer and otherwise sufficient third party Persons entitled to vest in Buyer good title to the shares of Common Stock and Warrants comprising the Unitsreceipt thereof; (ii) At the Closing, a certificate issued by the secretary or an assistant secretary portion of the Company, dated the Net Cash Closing Date, Consideration to which Gaiam Travel is entitled in form and substance reasonably satisfactory accordance with Gaiam Travel’s Cash Purchase Price Pro Rata Proportionate Share by wire transfer of immediately available funds to Buyer, certifying on behalf of the Company (i) the resolutions of the board of directors of the Company authorizing the execution, delivery and performance of this Agreement and the issuance of the Units, (ii) the incumbency and signature of the authorized signatory of the Company executing this Agreement, (iii) the amended and restated certificate of incorporation and bylaws of the Company, as in effect on the Closing Date, and (iv) that the condition to closing set forth in Section 6.1(c) has been metan account or accounts designated by Gaiam Travel; (iii) At the Closingportion of the Net Cash Closing Consideration to which ▇▇▇▇▇▇▇▇ is entitled in accordance with ▇▇▇▇▇▇▇▇’▇ Cash Purchase Price Pro Rata Proportionate Share by wire transfer of immediately available funds to an account or accounts designated by ▇▇▇▇▇▇▇▇; (iv) an employment agreement by and between ▇▇▇▇▇▇▇▇, Purchaser Parent and the Company, executed by ▇▇▇▇▇▇▇▇, Purchaser Parent and the Company in the form attached hereto as Exhibit B; (v) a stockholders agreement by and between ▇▇▇▇▇▇▇▇, the Registration Rights AgreementCompany and Purchaser Parent, executed by ▇▇▇▇▇▇▇▇, the Company and Purchaser Parent; and (vi) to ▇▇▇▇▇▇▇▇ (x) share certificates or other evidence representing the Equity Purchase Price reasonably satisfactory to ▇▇▇▇▇▇▇▇, and (y) the Note, duly executed by the Company. (b) Sellers are delivering, or causing to be delivered, to Purchaser the following deliveries: (i) stock certificates representing all Purchased Shares, duly endorsed or accompanied by duly executed stock powers, in either case, as necessary to convey all right, title and interest in and to the Purchased Shares to Purchaser; (ii) resignations, effective as of the date hereof, of each director and officer of the Company identified on Schedule 3.02(b)(ii); (iii) a certificate in accordance with the requirements of Treasury Regulation Section 1.1445-2(b) certifying that each Seller is not a foreign person within the meaning of Treasury Regulation Section 1.1445-2(b) in the form attached hereto as Exhibit C; (iv) An opinion of U.S. counsel an estoppel certificate with respect to the Company addressed to Headquarters Lease executed by the Buyer, providing that the issuance, sale and delivery to the Buyer of the Units have been duly authorized by all necessary corporate action and (i) upon issuance against payment therefor and delivery to the Buyer, (A) the Common Stock included in such Units will be validly issued, fully paid and non-assessable and (B) the Warrants will be valid and binding obligations of the Company and (ii) assuming issuance of the Warrant Shares upon the exercise of the Warrant in accordance with the terms of the Warrant, the Warrant Shares will be validly issued, fully paid and non-assessablelandlord thereunder; and (v) An opinion of Canadian counsel to the Company addressed to the Buyer, providing invoices and other reasonably supportive documentation evidencing that the issuance amount of the Units is exempt from the prospectus requirements under Ontario securities lawsEstimated Unpaid Company Transaction Expenses will fully and finally satisfy all Company Transaction Expenses incurred at or prior to Closing, that such securities are subject to restrictions on transfer under Ontario securities law and that the Common Stock included in such Units and the Warrant Shares are conditionally approved together with wire instructions for listing on the TSXpayment thereof at Closing.

Deliveries at Closing. Buyer Subject to the terms and conditions of this Agreement, at the Closing, the following Persons shall have received from deliver or cause to be delivered the Company each of following: (a) Purchaser shall deliver the deliveries set forth belowPurchase Price as follows: (i) At Purchaser shall deliver the Closing, certificates representing the shares of Common Stock and Warrants, comprising the Units, duly and validly issued in favor of Buyer and otherwise sufficient to vest in Buyer good title Adjustment Escrow Amount to the shares Escrow Agent by wire transfer of Common Stock and Warrants comprising immediately available funds for deposit in the Units; (ii) At the Closing, a certificate issued by the secretary or an assistant secretary of the Company, dated the Closing Date, in form and substance reasonably satisfactory to Buyer, certifying on behalf of the Company (i) the resolutions of the board of directors of the Company authorizing the execution, delivery and performance of this Agreement and the issuance of the Units, (ii) the incumbency and signature of the authorized signatory of the Company executing this Agreement, (iii) the amended and restated certificate of incorporation and bylaws of the Company, as in effect on the Closing Date, and (iv) that the condition to closing set forth in Section 6.1(c) has been met; (iii) At the Closing, the Registration Rights Agreement, duly executed by the Company; (iv) An opinion of U.S. counsel to the Company addressed to the Buyer, providing that the issuance, sale and delivery to the Buyer of the Units have been duly authorized by all necessary corporate action and (i) upon issuance against payment therefor and delivery to the Buyer, (A) the Common Stock included in such Units will be validly issued, fully paid and non-assessable and (B) the Warrants will be valid and binding obligations of the Company and (ii) assuming issuance of the Warrant Shares upon the exercise of the Warrant Adjustment Escrow Account in accordance with the terms of the WarrantEscrow Agreement; (ii) Purchaser shall repay, on behalf of the Brand Companies, the Warrant Shares will Funded Indebtedness outstanding as of the Closing, by wire transfer to the holder(s) thereof, in accordance with the Pay-Off Letters; (iii) Purchaser shall pay, on behalf of the Brand Companies, the Company Transaction Expenses (other than the Change of Control Payments which are addressed below) not paid by Seller prior to the Closing by wire transfer to the payees thereof, in accordance with the invoices delivered pursuant to Section 8.02(d)(xiii); (iv) Purchaser shall deliver, on behalf of the Brand Companies, an amount equal to the aggregate amount of Change of Control Payments by wire transfer of immediately available funds directly to the Payroll Provider for payment through a special payroll on the Closing Date (subject to withholding for Taxes, which amounts shall be validly issued, fully paid and non-assessableto the Company for disbursement to the applicable taxing authority); and (v) An opinion Purchaser shall deliver to Seller the Net Closing Cash Consideration by wire transfer of Canadian counsel immediately available funds to an account or accounts designated by Seller (such designation to occur no less than two Business Days prior to the Company addressed Closing). (b) Purchaser shall deliver, or cause to be delivered, to Seller the Buyerdeliveries set forth in Section 8.03(c) and Section 8.03(d). (c) Seller shall deliver, providing that or cause to be delivered, to Purchaser the issuance of the Units is exempt from the prospectus requirements under Ontario securities laws, that such securities are subject to restrictions on transfer under Ontario securities law and that the Common Stock included deliveries set forth in such Units and the Warrant Shares are conditionally approved for listing on the TSXSection 8.02(d).

Deliveries at Closing. Buyer Sellers’ Representative shall have received from delivered or caused to be delivered to Buyers’ Parent the Company following documents, each properly executed and dated as of the deliveries set forth Closing Date (unless otherwise specified below: (i) At the Closing), certificates representing the shares of Common Stock as applicable, and Warrants, comprising the Units, duly and validly issued in favor of Buyer and otherwise sufficient to vest in Buyer good title to the shares of Common Stock and Warrants comprising the Units; (ii) At the Closing, a certificate issued by the secretary or an assistant secretary of the Company, dated the Closing Date, in form and substance reasonably satisfactory acceptable to BuyerBuyers’ Parent: (a) a duly executed instrument of transfer, certifying on behalf in customary form, to effect the transfer of the Company Capital Stock of TFP from Sellers’ Parent to Fitesa US; (ib) the Tredegar Brasil Deliverables set forth in Section 1 of Exhibit D; (c) the Tredegar India Interests Purchase Agreement and the documents and instruments set forth in Section 2.4 thereunder that are required to be delivered at Closing in order to effect the purchase and sale of the Tredegar India Interests and the transfer of legal ownership of the Nominee Interest as contemplated thereby; (d) a certificate of an authorized officer of Sellers’ Parent certifying as to the satisfaction of the closing conditions set forth in Sections 8.1 through 8.4; (e) a certificate of the secretary or other authorized officer of Sellers’ Parent certifying as to the resolutions of the board of directors or sole member, as applicable, of each Seller authorizing and approving the Company authorizing the execution, execution and delivery and performance of this Agreement by such Seller and all other agreements contemplated hereby, the performance of such Seller’s obligations hereunder and thereunder and the issuance consummation of the Units, (ii) the incumbency transactions contemplated hereby and signature of the authorized signatory of the Company executing this Agreement, (iii) the amended and restated certificate of incorporation and bylaws of the Company, as in effect on the Closing Date, and (iv) that the condition to closing set forth in Section 6.1(c) has been metthereby; (iiif) At the Closing, the Registration Rights Agreement, duly executed by the Company; (iv) An opinion of U.S. counsel to the Company addressed to the Buyer, providing that the issuance, sale and delivery to the Buyer a certificate of the Units have been duly secretary or other authorized by all necessary corporate action and officer of each Target Company: (i) upon issuance against payment therefor and delivery certifying as to the Buyer, (A) the Common Stock included in such Units will be validly issued, fully paid accuracy and non-assessable and (B) the Warrants will be valid and binding obligations completeness of attached copies of the Company Organizational Documents of such Target Company, and (ii) assuming issuance certifying as to the resolutions of the Warrant Shares upon applicable governing body of such Target Company authorizing and approving the exercise execution and delivery of any agreement contemplated hereby to which such Target Company is a party and the performance of such Target Company’s obligations thereunder and the consummation of the Warrant in accordance with transactions contemplated thereby; (g) instruments necessary to effect the terms resignations, effective as of Closing, of the Warrantdirectors, the Warrant Shares will be validly issuedmanagers and officers, fully paid and non-assessable; and (v) An opinion of Canadian counsel to the Company addressed to the Buyeras applicable, providing that the issuance of the Units is exempt from Target Companies and Target Subsidiaries set forth on Annex 8.5(g), including, as required by applicable Law, resolutions of the prospectus requirements under Ontario securities laws, that such securities are subject governing bodies of a Target Company or any Target Subsidiary and amendments to restrictions on transfer under Ontario securities law and that the Common Stock included in such Units and the Warrant Shares are conditionally approved for listing on the TSX.applicable Organizational Documents;

Deliveries at Closing. Buyer On the Purchase Closing Date, ---------------------- Landlord shall have received from deliver to the Company each of the deliveries set forth belowClosing Escrow Agent: (ia) At the Closing, certificates representing the shares of Common Stock a deed ("Landlord's Deed") conveying such Hotel to Tenant or Tenant's designee and Warrants, comprising the Units, duly and validly issued in favor of Buyer and otherwise sufficient to vest in Buyer good title to the shares of Common Stock and Warrants comprising the Units; (ii) At the Closing, containing no warranties other than a certificate issued by the secretary or an assistant secretary warranty that any of the Company, dated the Closing Date, in form and substance reasonably satisfactory to Buyer, certifying on behalf of the Company Hotels are not subject to: (i) the resolutions lien of the board of directors of the Company authorizing the execution, delivery and performance of this Agreement and the issuance of the Unitsany security interest created by an Mortgage executed by Landlord on Landlord's interest, (ii) the incumbency lien of any judgment, tax assessment or other obligation incurred by Landlord that is not the responsibility of Tenant under this Lease and signature of the authorized signatory of the Company executing this Agreement, (iii) any liens created on or after the amended Commencement Date which have been created by or resulted solely from acts of Landlord undertaken without the consent of Tenant. (b) a written instrument (the "Assignment"), without warranty of title, assigning and restated certificate transferring to Tenant or Tenant's designee (i) Landlord's interest in any FF&E leased by Landlord to Tenant hereunder and any licenses or permits relating to such Hotel and (ii) Landlord's interest in any insurance proceeds payable with respect to any casualty that has previously occurred to such Hotel (if any) (which assignment of incorporation insurance proceeds shall be consented to by the Insurance Trustee). If and bylaws to the extent that there are any insurance proceeds previously paid to Landlord or the Insurance Trustee which have not been applied for the purpose of repair or restoration and are then held by Landlord or the Insurance Trustee, Landlord and the Insurance Trustee, as the case may be, shall deliver such insurance proceeds (the "Escrowed Insurance Proceeds") to the Closing Escrow Agent. Tenant shall deliver to the closing Escrow Agent current immediately available funds in the amount of the Company, as in effect on the Closing Date, purchase price and (iv) any costs payable by Tenant hereunder that the condition to closing are set forth in Section 6.1(c) has been met; 21.7 (iii) At "Tenant's Funds"). Closing Agent shall then proceed to consummate the Closing, the Registration Rights Agreement, duly executed by the Company; (iv) An opinion of U.S. counsel to the Company addressed to the Buyer, providing that the issuance, sale and delivery to the Buyer of the Units have been duly authorized by all necessary corporate action and (i) upon issuance against payment therefor and delivery to the Buyer, (A) the Common Stock included in such Units will be validly issued, fully paid and non-assessable and (B) the Warrants will be valid and binding obligations of the Company and (ii) assuming issuance of the Warrant Shares upon the exercise of the Warrant Closing in accordance with the terms of the Warrant, the Warrant Shares will be validly issued, fully paid local custom and non-assessable; and (v) An opinion of Canadian counsel to the Company addressed to the Buyer, providing that the issuance of the Units is exempt from the prospectus requirements under Ontario securities laws, that such securities are subject to restrictions on transfer under Ontario securities law and that the Common Stock included in such Units and the Warrant Shares are conditionally approved for listing on the TSXpractice.

Deliveries at Closing. Buyer This Agreement shall become effective on the --------------------- date that the Lender shall have received from the Company each of the deliveries set forth belowfollowing: (ia) At the ClosingNote, certificates representing executed by Borrower and dated the shares of Common Stock and Warrants, comprising the Units, duly and validly issued in favor of Buyer and otherwise sufficient to vest in Buyer good title to the shares of Common Stock and Warrants comprising the UnitsClosing Date; (iib) At the ClosingGuarantees, a certificate issued executed by PMC, PMCIS and PTS, dated the secretary or an assistant secretary of Closing Date; (c) the CompanySecurity Agreements, executed by Borrower, PMC, PMCIS and PTS, dated the Closing Date, in form together with UCC financing statements; (d) a certificate, signed by a duly authorized officer of Borrower and substance reasonably satisfactory to BuyerPMC, certifying on behalf of PMCIS and PTS, dated the Company Closing Date, as to: (i) the incumbency and signature of the officers of Borrower or the Subsidiary, as the case may be, who have signed or will sign this Agreement and the other Credit Documents to which it is a party; (ii) the adoption and continued effect of resolutions of Borrower or the board of directors of Subsidiary, as the Company case may be, authorizing the execution, delivery and performance of this Agreement and the issuance of the Units, (ii) the incumbency other Credit Documents to which it is a party; and signature of the authorized signatory of the Company executing this Agreement, (iii) the amended accuracy and restated completeness of attached copies of the articles or certificate of incorporation and bylaws of Borrower or the CompanySubsidiary, as in effect the case may be, as amended to date; (e) a certificate, signed by a duly authorized officer of Borrower, stating that on the Closing Date, and (iv) that the condition after giving effect to closing set forth in Section 6.1(c) has been met; (iii) At the Closing, the Registration Rights Agreement, duly executed by the Company; (iv) An opinion of U.S. counsel to the Company addressed to the Buyer, providing that the issuance, sale and delivery to the Buyer of the Units have been duly authorized by all necessary corporate action and amounts outstanding hereunder: (i) upon issuance against payment therefor no Default or Event of Default has occurred and delivery to the Buyer, (A) the Common Stock included in such Units will be validly issued, fully paid and non-assessable and (B) the Warrants will be valid and binding obligations of the Company is continuing; and (ii) assuming issuance the representations and warranties contained in this Agreement are true and correct as of such Closing Date; (f) a certificate of the Warrant Shares upon Colorado Secretary of State of recent date as to the exercise existence and good standing of Borrower, Portfolio Management Consultants, inc. and Portfolio Technology Services, Inc.; (g) a certificate of the Warrant Delaware Secretary of State of recent date as to the existence and good standing of PMC Investment Services, Inc.; (h) an opinion letter from Holme ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, counsel to Borrower and the Subsidiaries, in accordance with substantially the terms form of the Warrant, the Warrant Shares will be validly issued, fully paid and non-assessableExhibit D attached to this Agreement; and (vi) An opinion of Canadian counsel to such additional supporting documents and materials as Lender may reasonably request on or before the Company addressed to the Buyer, providing that the issuance of the Units is exempt from the prospectus requirements under Ontario securities laws, that such securities are subject to restrictions on transfer under Ontario securities law and that the Common Stock included in such Units and the Warrant Shares are conditionally approved for listing on the TSXClosing Date.

Deliveries at Closing. Buyer shall have received from the Company each of the deliveries set forth below: (i) At the Closing, certificates representing the shares of Common Stock and Warrants, comprising the Units, duly and validly issued in favor of Buyer and otherwise sufficient to vest in Buyer good title to the shares of Common Stock and Warrants comprising the Units; (iia) At the Closing, a certificate issued by the secretary or an assistant secretary of the Company, dated the Closing Date, in form and substance reasonably satisfactory to Buyer, certifying on behalf of the Company Investor shall (i) pay to the resolutions of Management Trust, or cause to be paid to the board of directors of Management Trust, an amount equal to the Company authorizing the execution, delivery and performance of this Agreement and the issuance of the UnitsDepositary Receipts Subscription Price, (ii) pay to the incumbency Company, or cause to be paid to the Company, an amount equal to the Investor Subscription Price and signature (iii) deliver to each of the authorized signatory other parties thereto a duly executed counterpart of the Company executing this Shareholders Agreement, (iiib) the amended and restated certificate of incorporation and bylaws of Philips shall (i) pay to the Company, by way of a set-off against the Purchase Price (as defined in effect on the Closing DateStock Purchase Agreement), the Philips Subscription Price, (ii) deliver to the other parties thereto a duly executed counterpart of the Shareholders Agreement and (iv) that the condition to closing set forth in Section 6.1(c) has been met; (iii) At cause Lion to deliver to the Closing, other parties thereto a counterpart of the Registration Rights Agreement, Shareholders Agreement duly executed by Lion and (c) the Company; (iv) An opinion of U.S. counsel to the Company addressed to the Buyer, providing that the issuance, sale and delivery to the Buyer of the Units have been duly authorized by all necessary corporate action and Management Trust shall (i) upon issuance against payment therefor and delivery pay to the BuyerCompany, (A) or cause to be paid to the Common Stock included in such Units will be validly issuedCompany, fully paid and non-assessable and (B) an amount equal to the Warrants will be valid and binding obligations of the Company Management Trust Subscription Price and (ii) assuming issuance deliver to each of the Warrant Shares upon the exercise other parties thereto a duly executed counterpart of the Warrant Shareholders Agreement. All amounts payable pursuant to this Section 2.2 shall be paid in accordance with immediately available funds to the terms following account (the “Closing Account”): Account Number: 24205 BIC Code: ▇▇▇▇▇▇▇▇▇▇▇ Bank: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Bank International Ltd. Upon receipt in the Closing Account of the WarrantInvestor Subscription Price, the Warrant Company shall issue and deliver to Investor the Investor Shares, upon receipt in the Closing Account of the Philips Subscription Price from Philips, the Company shall issue and deliver to Philips the Philips Shares will be validly issuedand upon receipt in the Closing Account of the Management Trust Subscription Price, fully paid the Company shall issue and non-assessable; and (v) An opinion of Canadian counsel deliver to the Company addressed to Management Trust the Buyer, providing that the issuance of the Units is exempt from the prospectus requirements under Ontario securities laws, that such securities are subject to restrictions on transfer under Ontario securities law and that the Common Stock included in such Units Management Trust Shares and the Warrant Shares are conditionally approved for listing on Management Trust shall issue and deliver to Investor the TSXDepositary Receipts. The transactions contemplated by this Section 2.2 shall be effected before a notary by way of a notarial deed.

Deliveries at Closing. Buyer shall have received from At the Closing the Company shall deliver the following to each of Purchaser: (a) a stock certificate registered in such Purchaser's name, or in such nominee name(s) as designated by the deliveries set forth below: (i) At the ClosingPurchaser in writing, certificates representing the shares of Common Stock and WarrantsShares purchased by such Purchaser; (b) Warrants in such Purchaser's name, comprising the Units, duly and validly issued or in favor of Buyer and otherwise sufficient to vest in Buyer good title to the shares of Common Stock and Warrants comprising the Units; (iisuch nominee name(s) At the Closing, a certificate issued as designated by the secretary or Purchaser in writing; (c) an assistant secretary opinion of ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ and Kotel, The New York Practice of ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇'▇ Corporate & Finance Group dated the Closing Date and substantially in the form attached hereto as Schedule I ("Opinion of Counsel"); and (d) a certificate, signed by the President of the Company, dated to the Closing Date, in form and substance reasonably satisfactory to Buyer, certifying on behalf of the Company effect that (i) the resolutions of the board of directors representations and warranties of the Company authorizing contained in this Agreement are true and correct in all material respects on and as of the executionClosing Date as though newly made on and as of that date (except for representations and warranties which speak as of the date of the Agreement or as of another specific date or period, which shall continue to be true and correct in all material respects as of the respective dates and for the respective periods covered thereby) and (ii) the Company has performed and complied with, in all material respects, all of its covenants contained in this Agreement and required to be performed or complied with on or before the Closing. Each Purchaser's obligation to purchase the Shares shall be subject to the following conditions: (a) the accuracy of the representations and warranties made by the Company herein and the fulfillment of those undertakings of the Company to be fulfilled prior to Closing; and (b) delivery and performance of the Opinion of Counsel. Upon satisfaction of all the conditions to Closing set forth in this Agreement and the issuance delivery of the Units, (ii) certificates representing the incumbency Shares and signature of the authorized signatory of Warrants to the Company executing this Agreement, (iii) the amended and restated certificate of incorporation and bylaws of the Company, as in effect on the Closing Date, and (iv) that the condition to closing set forth in Section 6.1(c) has been met; (iii) At the ClosingPurchaser, the Registration Rights Agreement, duly executed by the Company; (iv) An opinion of U.S. counsel Escrow Agent shall be directed to deliver to the Company addressed the Purchase Price for the Shares, less the Placement Agent fee due to the Buyer, providing Placement Agent and any expense that the issuance, sale and delivery Company has agreed to reimburse to the Buyer of Placement Agent and its counsel, which the Units have been duly authorized by all necessary corporate action and (i) upon issuance against payment therefor and delivery Escrow Agent shall pay directly to the Buyer, (A) the Common Stock included in such Units will be validly issued, fully paid and non-assessable and (B) the Warrants will be valid and binding obligations of the Company and (ii) assuming issuance of the Warrant Shares upon the exercise of the Warrant them in accordance with the terms of Company's engagement letter with the Warrant, the Warrant Shares will be validly issued, fully paid and non-assessable; and (v) An opinion of Canadian counsel to the Company addressed to the Buyer, providing that the issuance of the Units is exempt from the prospectus requirements under Ontario securities laws, that such securities are subject to restrictions on transfer under Ontario securities law and that the Common Stock included in such Units and the Warrant Shares are conditionally approved for listing on the TSXPlacement Agent.

Deliveries at Closing. Buyer shall have received from the Company each of the deliveries set forth below: (i) At the Closing, (a) Each Shareholder shall deliver to Purchaser stock certificates evidencing the Shares owned by him or it, certificates representing the shares of Common Stock and Warrants, comprising the Units, in each case duly and validly issued endorsed or accompanied by duly executed stock powers in favor of Buyer and otherwise sufficient form satisfactory to vest in Buyer good title to the shares of Common Stock and Warrants comprising the UnitsPurchaser with signatures guaranteed by a national bank; (iib) At Purchaser shall deliver the ClosingPurchase Price by wire transfers to the Shareholders, to be divided between the Shareholders based on their share ownership as set forth in Section 3(b) hereto; (c) counsel to the Company and the Shareholders shall deliver to Purchaser a certificate issued by the secretary or an assistant secretary of the Company, legal opinion dated the Closing Date, Date in form reasonably acceptable to Purchaser opining to the matters set forth in Exhibit A hereto; (d) the Company's accounting firm shall deliver a letter dated the Closing Date and substance reasonably satisfactory addressed to Buyer, certifying on behalf Purchaser stating that to its knowledge that there are no pending audits or investigations involving the Company and that it has no reason to believe that the Financial Statements do not fairly present the financial condition of the Company at and for the periods set forth therein; (e) the Shareholders shall deliver evidence of receipt of all required approvals, consents, licenses and permits to the transactions contemplated herein in a form acceptable to the Purchaser in its sole discretion; (f) the Shareholders shall deliver evidence that it has paid or otherwise satisfied all of the payroll and commissions payable by the Company through the Closing Date; (g) Tedco shall deliver documents and certificates in form acceptable to Purchaser evidencing the authority of its officers to execute and deliver this Agreement and consummate the transactions contemplated hereby; (h) counsel to Purchaser shall deliver to the Company a legal opinion dated the Closing Date in form reasonably acceptable to the Company opining as to the due authorization, execution and delivery by Purchaser of this Agreement; and 8 9 (i) the resolutions of Company and the board of directors of Shareholders shall execute and deliver such other documents as are reasonably requested by Purchaser to effectuate the Company authorizing the execution, delivery purposes and performance intent of this Agreement and the issuance of the Units, (ii) the incumbency and signature of the authorized signatory of the Company executing this Agreement, (iii) the amended and restated certificate of incorporation and bylaws of the Company, as in effect on the Closing Date, and (iv) that the condition to closing set forth in Section 6.1(c) has been met; (iii) At the Closing, the Registration Rights Agreement, duly executed by the Company; (iv) An opinion of U.S. counsel to the Company addressed to the Buyer, providing that the issuance, sale and delivery to the Buyer of the Units have been duly authorized by all necessary corporate action and (i) upon issuance against payment therefor and delivery to the Buyer, (A) the Common Stock included in such Units will be validly issued, fully paid and non-assessable and (B) the Warrants will be valid and binding obligations of the Company and (ii) assuming issuance of the Warrant Shares upon the exercise of the Warrant in accordance with the terms of the Warrant, the Warrant Shares will be validly issued, fully paid and non-assessable; and (v) An opinion of Canadian counsel to the Company addressed to the Buyer, providing that the issuance of the Units is exempt from the prospectus requirements under Ontario securities laws, that such securities are subject to restrictions on transfer under Ontario securities law and that the Common Stock included in such Units and the Warrant Shares are conditionally approved for listing on the TSX.

Deliveries at Closing. Buyer At or immediately prior to the Closing Date, the Parties shall, respectively, make the following deliveries: (a) Seller shall have received from the Company each of the deliveries set forth belowdeliver to Purchaser: (i) At good standing certificates of Manorhaven certified by the Closing, Secretary of State of Delaware and certificates representing from the shares Secretary of Common Stock and Warrants, comprising the Units, duly and validly issued State or other appropriate official in favor of Buyer and otherwise sufficient each jurisdiction in which Manorhaven is qualified or admitted to vest in Buyer good title do business as a foreign limited liability company to the shares of Common Stock and Warrants comprising the Unitseffect that Manorhaven is duly qualified or admitted in good standing in such jurisdiction; (ii) At the Closing, a certificate issued cross receipt duly executed by the secretary or an assistant secretary Seller (the “Cross Receipt”) indicating receipt of the CompanyMembership Interests, from Purchaser; (iii) an executed certificate of an officer of CoinCross, dated the Closing Date, in form and substance reasonably satisfactory to Buyer, certifying on behalf of the Company (i) the necessary resolutions of the board of directors of the Company CoinCross, authorizing the execution, delivery execution and performance of this Agreement and the issuance other Ancillary Agreements and the transactions contemplated hereby and thereby and certifying that they have not been rescinded or amended; (iv) originals of all books of account and other financial records, files, documents, data, instruments, controls, books and records relating to Manorhaven and the its business including the books and records required under Rules 17a-3 and 17a-4 of the UnitsExchange Act, FINRA rules and regulations and other applicable Law (collectively, the “Books and Records”); (v) any consents required under Manorhaven’s Operating Agreement (i) authorizing and approving the transactions contemplated by this Agreement and (ii) the incumbency and signature admission of the authorized signatory Purchaser as a member of Manorhaven; (vi) an executed certificate of Seller certifying that the requirements of Section 5.1(b) have been satisfied; and (vii) this Agreement executed by the Seller (b) Purchaser shall deliver to Seller: (i) the Adjusted Purchase Price; (ii) the Cross Receipt, duly executed by Purchaser, indicating receipt of the Company executing this Agreement, (iii) the amended and restated certificate of incorporation and bylaws of the Company, as in effect on the Closing Date, and (iv) that the condition to closing set forth in Section 6.1(c) has been metMembership Interests; (iii) At an executed certificate of an officer of Purchaser, dated the ClosingClosing Date, certifying the Registration Rights Agreementnecessary resolutions of Purchaser, duly executed by authorizing the Companyexecution and performance of this Agreement and the other Ancillary Agreements and the transactions contemplated hereby and thereby and certifying that they have not been rescinded or amended; (iv) An opinion an executed certificate of U.S. counsel to the Company addressed to the Buyer, providing Purchaser certifying that the issuance, sale and delivery to the Buyer requirements of the Units Section 5.1(c) have been duly authorized by all necessary corporate action and (i) upon issuance against payment therefor and delivery to the Buyer, (A) the Common Stock included in such Units will be validly issued, fully paid and non-assessable and (B) the Warrants will be valid and binding obligations of the Company and (ii) assuming issuance of the Warrant Shares upon the exercise of the Warrant in accordance with the terms of the Warrant, the Warrant Shares will be validly issued, fully paid and non-assessablesatisfied; and (v) An opinion of Canadian counsel to this Agreement executed by the Company addressed to the Buyer, providing that the issuance of the Units is exempt from the prospectus requirements under Ontario securities laws, that such securities are subject to restrictions on transfer under Ontario securities law and that the Common Stock included in such Units and the Warrant Shares are conditionally approved for listing on the TSXPurchaser.

Deliveries at Closing. Buyer shall have received from At the Company each of the deliveries set forth belowClosing: (ia) At Each Put Holder listed in the Exercise Notice shall deliver to Revision one or more certificates representing the Securities duly endorsed in blank or with stock power attached and signatures guaranteed; (b) Each Put Holder listed in the Exercise Notice shall deliver to Revision a signed statement, dated as of the date of the Closing, certificates representing pursuant to which such Put Holder represents and warrants to Revision that (i) such Put Holder is the sole beneficial and record owner of all right, title, and interest in and to the shares of Common Stock to be sold to Revision by the Put Holder, (ii) such shares of Common Stock are free and Warrantsclear of any security interest, comprising claims, liens, pledges, options, encumbrances, charges, agreements, voting trusts, proxies, preemptive rights, or rights of first refusal or other arrangements, restrictions, or legal or equitable limitations of any kind, and (iii) upon the Unitsdelivery of the stock certificates at the Closing, duly such Put Holder will transfer good, valid, and validly issued in favor of Buyer and otherwise sufficient to vest in Buyer good marketable title to the shares of Common Stock to Revision, free and Warrants comprising the Units; clear of any security interests, claims, liens, pledges, options, encumbrances, charges, agreements (ii) At the Closing, a certificate issued other than those created by the secretary Settlement Agreement), voting trusts, proxies, preemptive rights or an assistant secretary rights of the Companyfirst refusal or other arrangements, dated the Closing Date, in form and substance reasonably satisfactory to Buyer, certifying on behalf restrictions or legal or equitable limitations of the Company (i) the resolutions of the board of directors of the Company authorizing the execution, delivery and performance of this Agreement and the issuance of the Units, (ii) the incumbency and signature of the authorized signatory of the Company executing this Agreement, (iii) the amended and restated certificate of incorporation and bylaws of the Company, as in effect on the Closing Date, and (iv) that the condition to closing set forth in Section 6.1(c) has been met; (iii) At the Closing, the Registration Rights Agreement, duly executed by the Company; (iv) An opinion of U.S. counsel to the Company addressed to the Buyer, providing that the issuance, sale and delivery to the Buyer of the Units have been duly authorized by all necessary corporate action and (i) upon issuance against payment therefor and delivery to the Buyer, (A) the Common Stock included in such Units will be validly issued, fully paid and non-assessable and (B) the Warrants will be valid and binding obligations of the Company and (ii) assuming issuance of the Warrant Shares upon the exercise of the Warrant in accordance with the terms of the Warrant, the Warrant Shares will be validly issued, fully paid and non-assessableany kind; and (vc) An opinion of Canadian counsel Revision simultaneously shall pay to each Put Holder listed in the Exercise Notice the purchase price specified in such Exercise Notice in immediately-available funds by wire transfer to the Company addressed to account or accounts specified in the Buyer, providing that the issuance of the Units is exempt from the prospectus requirements under Ontario securities laws, that such securities are subject to restrictions on transfer under Ontario securities law and that the Common Stock included in such Units and the Warrant Shares are conditionally approved for listing on the TSXExercise Notice.

Deliveries at Closing. Buyer shall have received (a) Subject to the terms and conditions set forth in this Agreement, the Sellers agree to sell to Purchaser, and Purchaser agrees to purchase from the Company each Sellers, at the Closing referred to in Section 4 of this Agreement, all of the deliveries set forth below: Common Securities in exchange for the payment by Purchaser at the Closing of its Ratable Portion of the Closing Date Purchase Price (i) provided that at the election of the Institutional Sellers, any amount due in respect of the Warrants may be allocated to the Adjusted Redemption Value payable pursuant to Section 2.2(b). At the Closing, each Seller shall deliver to Purchaser certificates representing the shares such Seller's Common Securities to be purchased by Purchaser, free and clear of Common Stock and Warrantsany lien, comprising the Unitsencumbrance, duly and validly issued in favor of Buyer and otherwise sufficient to vest in Buyer good title security agreement, equity, option, claim, charge or restriction, other than restrictions imposed by federal or applicable state securities laws. (b) Subject to the shares terms and conditions set forth in this Agreement, the Institutional Sellers agree to sell to Purchaser, and Purchaser agrees to purchase from the Institutional Sellers, at the Closing referred to in Section 4 of Common Stock this Agreement, all of the Preferred Shares in exchange for the payment by Purchaser at the Closing of the Redemption Value. At Closing, (i) $925,000 of the Adjusted Redemption Value (the "Escrowed Funds") shall be placed in escrow with a bank or trust company approved by the Purchaser and Warrants comprising the Units; Sellers' Representative (the "Escrow Agent") pursuant to an escrow agreement in the form of Exhibit 2.2(b) attached hereto, with such changes as may be reasonably required by the Escrow Agent (the "Escrow Agreement") and (ii) an amount equal to the Adjusted Redemption Value minus the Escrowed Funds shall be distributed to the Institutional Sellers so that each Institutional Seller will receive by wire transfer of immediately available funds (x) an amount of the Adjusted Redemption Value equal to the product of (i) the number of Preferred Shares owned by such Institutional Seller, multiplied by (ii) the Redemption Value Per Share, minus (y) such Seller's Preferred Shares Percentage of the Escrowed Funds. The Escrowed Funds shall be held in escrow pursuant to the terms of the Escrow Agreement to secure the obligations of the Sellers with respect to any payment obligations of the Sellers under Section 3.4 and to secure the indemnification obligations of the Sellers under Section 13. At the Closing, a certificate issued each Institutional Seller shall deliver to Purchaser certificates representing such Institutional Seller's Preferred Shares to be purchased by the secretary Purchaser, free and clear of any lien, encumbrance, security agreement, equity, option, claim, charge or an assistant secretary of the Companyrestriction, dated the Closing Date, in form and substance reasonably satisfactory to Buyer, certifying on behalf of the Company (i) the resolutions of the board of directors of the Company authorizing the execution, delivery and performance of this Agreement and the issuance of the Units, (ii) the incumbency and signature of the authorized signatory of the Company executing this Agreement, (iii) the amended and restated certificate of incorporation and bylaws of the Company, as in effect on the Closing Date, and (iv) that the condition to closing set forth in Section 6.1(c) has been met; (iii) At the Closing, the Registration Rights Agreement, duly executed other than restrictions imposed by the Company; (iv) An opinion of U.S. counsel to the Company addressed to the Buyer, providing that the issuance, sale and delivery to the Buyer of the Units have been duly authorized by all necessary corporate action and (i) upon issuance against payment therefor and delivery to the Buyer, (A) the Common Stock included in such Units will be validly issued, fully paid and non-assessable and (B) the Warrants will be valid and binding obligations of the Company and (ii) assuming issuance of the Warrant Shares upon the exercise of the Warrant in accordance with the terms of the Warrant, the Warrant Shares will be validly issued, fully paid and non-assessable; and (v) An opinion of Canadian counsel to the Company addressed to the Buyer, providing that the issuance of the Units is exempt from the prospectus requirements under Ontario federal or applicable state securities laws, that such securities are subject to restrictions on transfer under Ontario securities law and that the Common Stock included in such Units and the Warrant Shares are conditionally approved for listing on the TSX.

Deliveries at Closing. Buyer (a) At the Closing, the Seller shall have received from deliver and cause the Company each of Selling Subs to deliver to the deliveries set forth belowPurchaser and the Purchasing Subs: (i) At the Closing, certificates representing the shares of Common Stock and Warrants, comprising the Units, duly and validly issued in favor of Buyer and otherwise executed instruments or other evidence sufficient to vest in Buyer good title transfer to the shares of Common Stock Purchaser and Warrants comprising the UnitsPurchasing Subs the Interests; (ii) At duly executed bills of sale, substantially in the Closingform of Exhibit A attached hereto, a certificate issued transferring the Acquired Assets to the Purchaser and the Purchasing Subs; (iii) all other conveyance documents reasonably necessary to transfer to the Purchaser and the Purchasing Subs the Acquired Assets, including special warranty deeds regarding the Owned Real Property purchased by the secretary or an assistant secretary Purchaser and the Purchasing Subs; (iv) the Acquired Assets, by making the Acquired Assets available to the Purchaser and the Purchasing Subs at their locations as of the Company, dated the Closing Date; (v) an assignment and assumption agreement (the "Assignment and Assumption Agreement") substantially in the form of Exhibit B attached hereto, evidencing the assignment and assumption by the Purchaser of the Assumed Liabilities, duly executed by the Seller and the Selling Subs; (vi) a transition services agreement to be entered into between the Seller and the Purchaser (the "Transition Services Agreement") in form and substance reasonably acceptable to the Purchaser and the Seller and to be agreed upon within fifty (50) days after the date of this Agreement; (vii) a disposal agreement to be entered into between the Seller and the Purchaser (the "Disposal Agreement"), substantially in the form of Exhibit C attached hereto, duly executed by Seller; (viii) a sales agency agreement to be entered into between the Seller and the Purchaser (the "Sales Agency Agreement"), in form and substance reasonably satisfactory acceptable to Buyerthe Purchaser and the Seller and to be agreed upon within fifty (50) days after the date of this Agreement; (ix) an escrow agreement to be entered into among the Seller, certifying on behalf the Purchaser and the Escrow Agent (the "Escrow Agreement"), in form and substance reasonably acceptable to the Purchaser and the Seller and to be agreed upon within fifty (50) days after the date of this Agreement; (x) a certified copy of the Company Bidding Procedures Order; (ixi) the resolutions a certified copy of the board Section 363/365 Order and, if applicable, the Confirmation Order; (xii) customary instruments of directors assignment or transfer, in form suitable for recording in the applicable office or bureau, with respect to each trademark, copyright, or other item of Intellectual Property requiring such an assignment and transferred to the Purchaser and the Purchasing Subs hereunder; (xiii) certificates of tax and legal good standing (to the extent available in the Transferred Subs' jurisdiction of organization) and releases from secured lenders evidencing that the non-domestic Transferred Subs are in good standing (if appropriate) and that the secured lenders of the Company authorizing non-domestic Transferred Subs have released their security interests on the execution, delivery assets of such Transferred Subs and performance on the issued and outstanding equity interests of such Transferred Subs; (xiv) opinions of the Seller's Canadian counsel with respect to this Agreement and the issuance of Transferred Subs in form and substance reasonably acceptable to the Units, Purchaser and its counsel; and (iixv) all other previously undelivered certificates and other documents required to be delivered by the incumbency and signature of Seller to the authorized signatory of the Company executing this Agreement, (iii) the amended and restated certificate of incorporation and bylaws of the Company, as in effect on Purchaser at or prior to the Closing Date, and (iv) that Date in connection with the condition to closing set forth in Section 6.1(c) has been met;Acquisition. (iiib) At the Closing, the Registration Rights Agreement, Purchaser shall deliver to the Seller: (i) the Unadjusted Cash Purchase Price by wire transfer in immediately available funds to an account or accounts designated by the Seller; (ii) the Assignment and Assumption Agreement duly executed by the CompanyPurchaser; (iii) the Transition Services Agreement duly executed by the Purchaser; (iv) An opinion of U.S. counsel to the Company addressed to Disposal Agreement duly executed by the Buyer, providing that the issuance, sale and delivery to the Buyer of the Units have been duly authorized by all necessary corporate action and Purchaser; (i) upon issuance against payment therefor and delivery to the Buyer, (Av) the Common Stock included in such Units will be validly issued, fully paid and non-assessable and Sales Agency Agreement duly executed by the Purchaser; (Bvi) the Warrants will be valid and binding obligations of Escrow Agreement duly executed by the Company and (ii) assuming issuance of the Warrant Shares upon the exercise of the Warrant in accordance with the terms of the Warrant, the Warrant Shares will be validly issued, fully paid and non-assessablePurchaser; and (vvii) An opinion of Canadian counsel all other previously undelivered certificates and other documents required to be delivered by the Purchaser to the Company addressed Seller at or prior to the Buyer, providing that Closing Date in connection with the issuance of the Units is exempt from the prospectus requirements under Ontario securities laws, that such securities are subject to restrictions on transfer under Ontario securities law and that the Common Stock included in such Units and the Warrant Shares are conditionally approved for listing on the TSXAcquisition.

Deliveries at Closing. On the Closing Date, (a) Seller shall deliver to Buyer shall have received from the Company each of the deliveries set forth belowfollowing: (i) At the Closing, certificates representing the shares ▇▇▇▇ of Common Stock and Warrants, comprising the Units, Sale duly and validly issued in favor of Buyer and otherwise sufficient to vest in Buyer good title to the shares of Common Stock and Warrants comprising the Unitsexecuted by Seller; (ii) At the Closing, a certificate issued by the secretary or an assistant secretary possession of the CompanyTurbines to the extent in the possession of Seller, dated whereupon title to and risk of loss for the Closing DateTurbines shall be borne by Buyer; provided, in form and substance reasonably satisfactory to Buyerhowever, certifying on behalf that Seller shall retain risk of the Company loss for any Damaged Portion (i) the resolutions of the board of directors of the Company authorizing the execution, delivery and performance of this Agreement and the issuance of the Units, (ii) the incumbency and signature of the authorized signatory of the Company executing this Agreement, (iii) the amended and restated certificate of incorporation and bylaws of the Company, as in effect on the Closing Date, and (iv) that the condition to closing set forth defined in Section 6.1(c2.06) has been metin accordance with Section 2.06; (iii) At as between Buyer and Seller, title to those portions of the ClosingTurbines not in Seller’s possession as discussed in the GE Parts Delivery and Documentation Letter, the Registration Rights Agreement, duly executed whereupon risk of loss for such portions shall be borne by the CompanyBuyer; (iv) An opinion a copy of U.S. counsel the GE Warranty Extension Letter duly executed by GE; (v) a counterpart of the LTSA Assignment, Assumption and Release Agreement duly executed by Seller; (vi) a counterpart of the LTSA Assignment, Assumption and Release Agreement duly executed by GE; (vii) counterparts of the Bowline 1 LTSA and Bowline 2 & 3 LTSA duly executed by Seller; (viii) counterparts of the Bowline 1 LTSA and Bowline 2 & 3 LTSA duly executed by GE; (ix) the TA Services Prepayment Letter duly executed by GE; (x) Seller’s written consent with respect to the Company addressed Estimated Remediation Cost, if applicable pursuant to Section 6.03(c); (xi) a counterpart of the Remediation Cost Escrow Agreement duly executed by Seller; (xii) a counterpart of the Remediation Cost Escrow Agreement duly executed by the Escrow Agent; (xiii) a counterpart of the Loss Repair Escrow Agreement duly executed by Seller, if required pursuant to Section 2.06 and if such counterpart has not been previously provided to Buyer; (xiv) a counterpart of the Loss Repair Escrow Agreement duly executed by the Escrow Agent, providing that the issuance, sale if required pursuant to Section 2.06 and delivery if such counterpart has not been previously provided to Buyer; (xv) the Buyer Letter of Credit, if provided by Buyer pursuant to Section 2.03; (xvi) the Units have been GE Parts Delivery and Documentation Letter duly authorized executed by all necessary corporate action GE; and (xvii) the other documents required to be delivered pursuant to Sections 6.01 and 6.02. (b) Buyer shall deliver to Seller (or the Escrow Agent in the case of Section 2.05(b)(i)) the following: (i) upon issuance against payment therefor and delivery the Purchase Price in accordance with Section 2.02 by wire transfer in immediately available funds of United States denomination to the Buyer, (A) account or accounts designated by Seller or into the Common Stock included in such Units will be validly issued, fully paid and non-assessable and (B) the Warrants will be valid and binding obligations of the Company and (ii) assuming issuance of the Warrant Shares upon the exercise of the Warrant Remediation Cost Escrow Account in accordance with the terms of Remediation Cost Escrow Agreement, as applicable, at least two (2) Business Days prior to the Warrant, the Warrant Shares will be validly issued, fully paid and non-assessable; andClosing Date; (vii) An opinion (A) a Certificate of Canadian counsel Authority issued to Buyer by the Company addressed to the New York State Department of Taxation and Finance, a copy of New York State Form ST121 duly executed by Buyer, providing that the issuance of the Units is exempt from the prospectus requirements under Ontario securities laws, that such securities are subject to restrictions on transfer under Ontario securities law and that the Common Stock included in such Units and the Warrant Shares are conditionally approved for listing on the TSX.Buyer Parent Guaranty duly executed by Invenergy Investment Company LLC, a Delaware limited liability company, or

Deliveries at Closing. Buyer On the Closing Date, the Closing shall have received from the Company each occur as follows, subject to satisfaction of all of the deliveries set forth belowterms and conditions of this Agreement: (ia) At Seller shall convey the Nursing Home to Purchaser free and clear of liens, claims and encumbrances other than the Permitted Exceptions, by a limited warranty deed duly executed, witnessed and notarized and in recordable form. (b) Seller shall deliver to Purchaser a limited warranty of title bill ▇▇ sale conveying to Purchaser all appliances, furnishings, equipment and other personal property owned by Seller and located at and used in connection with the operation of the Nursing Home. (c) Concurrently with Seller's deliveries at the Closing, certificates representing Purchaser shall pay to Seller the shares of Common Stock and Warrants, comprising the Units, duly and validly issued Purchase Price as provided in favor of Buyer and otherwise sufficient to vest in Buyer good title to the shares of Common Stock and Warrants comprising the Units;Subsection 3.2 hereof. (iid) At the Closing, a certificate issued by the secretary or Purchaser shall deliver to Seller an assistant secretary opinion of the Company, dated the Closing DatePurchaser's counsel, in form and substance reasonably satisfactory acceptable to BuyerSeller, certifying on behalf as to the due execution, binding effect and enforceability of the Company Assumption Agreement (as hereinafter defined), the Mutual Release (as hereinafter defined) and this Agreement. (e) Seller shall deliver to Purchaser an opinion of Seller's counsel in form and substance acceptable to Purchaser as to the due authorization, execution, binding effect and enforceability of this Agreement. Counsel's opinion as to authorization shall not have as an exception securities laws applicable to the vote of Seller's limited partners. (f) Concurrently with Seller's deliveries at Closing, Purchaser and Seller shall execute and deliver an Assignment and Assumption Agreement in the form attached hereto as Exhibit "D" (the "Assumption Agreement") pursuant to which Purchaser will assume the matters described therein. (g) Concurrently with Closing, Purchaser and Seller shall execute and deliver the Mutual Release and Lease Termination Agreement in the form attached hereto as Exhibit "E" (the "Mutual Release"). (h) Purchaser shall deliver to Seller the Officer's Certificates, required by Section 3.2 of the Lease, for the Ending Pro Rated Period, as defined by the Lease, and pay all Percentage Rent due under the Lease. (i) In addition to all documents, instruments and agreements expressly provided for herein, Purchaser and Seller shall execute and/or provide such other documents as may be reasonably required by counsel for either party to effectuate the resolutions of the board of directors of the Company authorizing the execution, delivery and performance purposes of this Agreement and the issuance of the Units, (ii) the incumbency and signature of the authorized signatory of the Company executing this Agreement, (iii) the amended and restated certificate of incorporation and bylaws of the Company, as in effect on the Closing Date, and (iv) that the condition to closing set forth in Section 6.1(c) has been met; (iii) At the Closing, the Registration Rights Agreement, duly executed by the Company; (iv) An opinion of U.S. counsel to the Company addressed to the Buyer, providing that the issuance, sale and delivery to the Buyer of the Units have been duly authorized by all necessary corporate action and (i) upon issuance against payment therefor and delivery to the Buyer, (A) the Common Stock included in such Units will be validly issued, fully paid and non-assessable and (B) the Warrants will be valid and binding obligations of the Company and (ii) assuming issuance of the Warrant Shares upon the exercise of the Warrant in accordance with the terms of the Warrant, the Warrant Shares will be validly issued, fully paid and non-assessable; and (v) An opinion of Canadian counsel to the Company addressed to the Buyer, providing that the issuance of the Units is exempt from the prospectus requirements under Ontario securities laws, that such securities are subject to restrictions on transfer under Ontario securities law and that the Common Stock included in such Units and the Warrant Shares are conditionally approved for listing on the TSX.

Deliveries at Closing. Buyer At the Closing the applicable parties shall have received from --------------------- make the Company each of the deliveries set forth belowfollowing deliveries: (i) At If the ClosingClosing relates to a sale of shares of MPS Common Stock to the Company or the Parent Company, certificates each Selling Stockholder shall deliver to the Company or the Parent Company, as applicable, the certificate(s) representing the Executive Shares or Option Shares, as applicable, which are then being sold by him, together with duly executed stock powers (with signature guaranty if requested by the transferee, and all necessary tax stamps, if any) transferring such shares of Common Stock and Warrants, comprising the Units, duly and validly issued in favor of Buyer and otherwise sufficient to vest in Buyer good title to the shares Company or the Parent Company as applicable. In addition, if a Selling Stockholder is a Personal Representative, he shall deliver to the Company or the Parent Company, as applicable, evidence of Common Stock his appointment and Warrants comprising qualification as such (and his authority to sell such shares) satisfactory to the Units; (ii) At Company or the ClosingParent Company, as applicable. If the Closing relates to an exercise of the Termination Right, each Selling Stockholder shall execute and deliver to the Parent Company, a certificate issued by the secretary or an assistant secretary release and termination of the Company, dated the Closing Datehis Second Call Option, in form and substance reasonably satisfactory to Buyer, certifying on behalf of the Company (i) the resolutions of the board of directors of the Company authorizing the execution, delivery and performance of this Agreement and the issuance of the Units, Parent Company. (ii) If the incumbency and signature Company is the purchaser of the authorized signatory of Executive Shares or Option Shares, the Company executing this Agreement, (iii) shall pay the amended and restated certificate of incorporation and bylaws of applicable Aggregate Purchase Price to each applicable Selling Stockholder. If NAB is the Company, as in effect Parent Company on the Closing Date, the Company shall have the right to elect to pay up to fifty percent (50%) of the Aggregate Purchase Price to each Selling Stockholder in the form of the Company's three-year promissory note (the "Note"), which shall be delivered to each Selling Stockholder at the Closing. Each Note, if any is issued, shall provide that (A) the principal thereof is payable in twelve (12) equal (or approximately equal) quarterly installments beginning at the end of the calendar quarter in which the Closing Date falls, (B) the principal thereof outstanding from time to time shall bear interest at the rate of nine percent (9%) per annum payable quarterly in arrears with each installment of principal, and (ivC) the Note is prepayable at any time, in whole or in part, without penalty or premium. Each such Note shall contain such other terms and provisions as are customary in such instruments as reasonably determined in good faith by the Company. The percentage of total consideration payable in the form of a Note shall be the same for each Selling Stockholder at the same Closing. By way of example, if the Company determines to pay any Selling Stockholder at a Closing fifty percent (50%) of his total consideration in the form of a Note, then, in such case, the Company shall be obligated to pay each other Selling Stockholder at the same Closing fifty percent (50%) of such other Selling Stockholder's total consideration in the form of a Note. The Company shall deliver to each Selling Stockholder that amount of cash, which, when added to the condition principal amount of the Note delivered to closing set forth such Selling Stockholder, equals the total consideration payable to such Selling Stockholder. If NAB is not the Parent Company on the Closing Date, the Company shall be obligated to pay the entire amount of the applicable consideration to each Selling Stockholder in Section 6.1(c) has been met;cash. (iii) At If the Parent Company is the purchaser of the Executive Shares or Option Shares, as applicable, or if it is making the Termination Payment, the Parent Company shall deliver the following to each Selling Stockholder at the Closing: (A) if the Parent Company is paying all or a portion of such Selling Stockholder's Aggregate Purchase Price or the Termination Payment with Parent Company Exchange Shares, a stock certificate representing the applicable number of Parent Company Exchange Shares in the name of such Selling Stockholder; (B) if the Parent Company is paying all or a portion of such Selling Stockholder's Aggregate Purchase Price or the Termination Payment in cash, a payment of the amount thereof in cash to such Selling Stockholder; (C) if NAB is the Parent Company on the Closing Date and is issuing a NAB Note in payment of a portion of the Termination Payment, a duly executed NAB Note in the applicable principal amount payable to such Selling Stockholder; and (D) if the Parent Company is paying all or a portion of such Selling Stockholder's Aggregate Purchase Price or the Termination Payment with Parent Company Exchange Shares, a Registration Rights AgreementAgreement (containing provisions which are customary in such an agreement) pursuant to which the Parent Company undertakes to file, within sixty (60) days after the Closing (and to keep effective for a period of three years thereafter), a Registration Statement with the Securities and Exchange Commission (on an appropriate form authorized by such Commission) covering the future sale (by the Selling Stockholders) of all Parent Company Exchange Shares being issued to such Selling Stockholders. Such Registration Rights Agreement shall be duly executed by the Parent Company and dated the Closing Date; provided, however, that the Parent Company;'s obligation to -------- ------- deliver such Registration Rights Agreement is subject to the condition that the Selling Stockholders shall have executed and delivered the same at the Closing. The payment and other terms of the NAB Note shall be the same as the terms specified for the Note in Section 10(e)(ii), mutatis mutandis. ------- -------- The percentage of Termination Payment or Buy-Out Payment payable in the form of a NAB Note at any Closing shall be the same for each Selling Stockholder at the same Closing. (iv) An opinion In the case of U.S. counsel a Closing pursuant to the Company addressed to the Buyer, providing that the issuance, sale and delivery to the Buyer exercise of the Units have been duly authorized by all necessary corporate action and (i) upon issuance against payment therefor and delivery to the BuyerSecond Call Options, (A) the Common Stock included NAB shall deliver to each person then purchasing Option Shares certificate(s), in such Units will be validly issuedperson's name, fully paid and non-assessable representing the applicable number of Option Shares which such person is then purchasing and (B) each such person shall pay to NAB, in cash, the Warrants will Aggregate Purchase Price for such shares. Payments in cash at any Closing shall be valid and binding obligations made by certified or cashier's check or, if agreed to by the applicable parties, by wire transfer of the Company and (ii) assuming issuance of the Warrant Shares upon the exercise of the Warrant funds in accordance with the terms of the Warrant, the Warrant Shares will be validly issued, fully paid and non-assessable; and (v) An opinion of Canadian counsel precise written instructions provided to the Company addressed paying party by the receiving party at least three (3) business days prior to the Buyer, providing that the issuance of the Units is exempt from the prospectus requirements under Ontario securities laws, that such securities are subject to restrictions on transfer under Ontario securities law and that the Common Stock included in such Units and the Warrant Shares are conditionally approved for listing on the TSXClosing Date.

Deliveries at Closing. Buyer The obligation of Lender to make the Loan is further subject to the satisfaction on or before the closing date of such Loan of the following express conditions precedent: (a) Lender shall have received from the Company each of the deliveries set forth belowfollowing (each to be properly executed, dated and completed), in form and substance satisfactory to Lender: (i) At the Closing, certificates representing the shares of Common Stock and Warrants, comprising the Units, duly and validly issued in favor of Buyer and otherwise sufficient to vest in Buyer good title to the shares of Common Stock and Warrants comprising the Unitsthis Agreement; (ii) At the Closing, Note; (iii) a certificate issued of the members of Borrower, substantially in the form attached hereto as Exhibit "II", as to: (A) the incumbency and signature of the manager or other authorized representative of the Borrower who has signed or will sign this Agreement, the Note, the Loan Documents and any other documents or materials to be delivered by the secretary or an assistant secretary of the Company, dated the Closing Date, in form and substance reasonably satisfactory Borrower to Buyer, certifying on behalf of the Company Lender pursuant to this Agreement; (iB) the adoption and continued effect of resolutions of the board of directors members of the Company Borrower authorizing the execution, delivery and performance of this Agreement Agreement, the Note, and the issuance Loan Documents together with copies of those resolutions; and (C) the accuracy and completeness of copies of the Units, (ii) the incumbency Articles of Organization and signature Operating Agreement of the authorized signatory of the Company executing this Agreement, (iii) the amended and restated certificate of incorporation and bylaws of the CompanyBorrower, as in effect on the Closing Dateamended to date, and (iv) that the condition to closing set forth in Section 6.1(c) has been met; (iii) At the Closing, the Registration Rights Agreement, duly executed by the Companyattached thereto; (iv) An the Pledge and Security Agreement as to the Privilege Fee and revenue due the Contract Manager under the State Management Contract and all compensation and revenues payable by BNSC to Borrower under the BHCMC Management Services Agreement; (v) the Guaranties by the respective Guarantors; (vi) Execution and delivery by Borrower and BNSC of an agreement with Lender to open and maintain the Manager Accounts, and a Pledge and Assignments of the Manager Accounts; (b) Lender shall have received a certificate of the Kansas Secretary of State as to the status in good standing of the Borrower, dated as of a recent date; (c) Lender shall have received searches of the appropriate public offices demonstrating that no lien, security interest or other charge or encumbrance is of record affecting the Borrower or the Collateral; (d) Lender shall have received a favorable opinion of U.S. Borrower's counsel (which may be its in-house counsel), in form and substance satisfactory to the Company addressed to the BuyerLender and its counsel; (e) Lender will have been satisfied, providing that the issuancein its sole and absolute discretion, sale and delivery to the Buyer with its due diligence investigations of the Units Borrower and the Guarantors; (f) Lender shall have been duly authorized received an Automatic Transfer Authorization executed by all necessary corporate action the Borrower allowing Lender to make payments toward the Loan via electronic transfers from the Manager Account owned by Borrower; (g) Lender shall have received such other agreements, instruments, documents, certificates and opinions as Lender or its counsel may reasonably request, including copies of Borrower's and each Guarantor's pertinent organizational documents certified as true, correct and complete; and (h) Lender shall have received (i) upon issuance against payment therefor a written consent and delivery approval of the board of directors and stockholders holding the requisite number of shares of stock in BNSC to the Buyer, (A) the Common Stock included pledge and grant of security interest and collateral assignment by Guarantor in such Units will be validly issued, fully paid and non-assessable and (B) the Warrants will be valid and binding obligations favor of Lender of the Company Privilege Fee and the Management Revenues, and (ii) assuming issuance a written resolution by which the requisite number of the Warrant Shares upon the exercise of the Warrant in accordance with the terms of the Warrant, the Warrant Shares will be validly issued, fully paid Borrower's members give their consent and non-assessable; and (v) An opinion of Canadian counsel approval to the Company addressed pledge and grant of security interest and collateral assignment by Borrower of all compensation and revenues payable by BNSC to Borrower under the BuyerBHCMC Management Services Agreement, providing that the issuance each of the Units is exempt from the prospectus requirements under Ontario securities laws, that a form and upon such securities terms and conditions as are subject acceptable to restrictions on transfer under Ontario securities law Lender and that the Common Stock included in such Units and the Warrant Shares are conditionally approved for listing on the TSXits counsel.

Deliveries at Closing. Buyer (a) At Closing, DISTRICT shall have received from deliver to the Title Company each of or PURCHASER directly, as DISTRICT may elect, the deliveries set forth belowfollowing documents: (i) At A Quit Claim Deed executed by DISTRICT conveying the ClosingProperty to PURCHASER, certificates representing the shares of Common Stock and Warrants, comprising the Units, duly and validly issued in favor of Buyer and otherwise sufficient to vest in Buyer good title subject to the shares of Common Stock and Warrants comprising Permitted Exceptions (as hereinafter defined) (the Units"Deed"); (ii) At the Closing, a certificate issued Any reasonable and customary documentation required by the secretary or an assistant secretary of Title Company in order for the Company, dated Title Company to issue the Closing Date, in form and substance reasonably satisfactory to Buyer, certifying on behalf of the Company Title Policy (i) the resolutions of the board of directors of the Company authorizing the execution, delivery and performance of this Agreement and the issuance of the Units, (ii) the incumbency and signature of the authorized signatory of the Company executing this Agreement, (iii) the amended and restated certificate of incorporation and bylaws of the Company, as in effect on the Closing Date, and (iv) that the condition to closing set forth in Section 6.1(c) has been methereinafter defined); (iii) At the Closing, the Registration Rights Agreement, duly executed Three (3) originals of any closing statement requested and/or prepared by the CompanyTitle Company which reflects the terms and conditions, as applicable, of this Agreement (the "Closing Statement"); (iv) An opinion Such proof of U.S. counsel DISTRICT’s authority and authorization to enter into this transaction, as may be required by the Company addressed to the Buyer, providing that the issuance, sale and delivery to the Buyer of the Units have been duly authorized by all necessary corporate action and (i) upon issuance against payment therefor and delivery to the Buyer, (A) the Common Stock included in such Units will be validly issued, fully paid and non-assessable and (B) the Warrants will be valid and binding obligations of the Company and (ii) assuming issuance of the Warrant Shares upon the exercise of the Warrant in accordance with the terms of the Warrant, the Warrant Shares will be validly issued, fully paid and non-assessable; andTitle Company; (v) An opinion Owner's Affidavit and Broker's Waiver with respect to any broker's commissions due in connection with the sale of Canadian counsel the Property, if any; (vi) An Owner's Affidavit and/or ALTA Statement, as required by the Title Company; and (vii) An Affidavit of Title, in customary form, executed by the DISTRICT. (b) At Closing, PURCHASER shall deliver to the Title Company, or DISTRICT directly, the following: (i) The balance of the Purchase Price in accordance with Paragraph 2(c) above, plus PURCHASER's share of closing costs; (ii) Such proof of PURCHASER's authority and authorization to enter into this transaction as may be required by the Title Company; (iii) Any reasonable and customary documentation required by the Title Company addressed in order for the Title Company to issue the Title Policy; and (iv) An acknowledgment of PURCHASER's acceptance of the Closing Statement. (c) At Closing, PURCHASER and DISTRICT shall jointly deliver the following documents to the BuyerTitle Company: (i) To the extent required, providing that the issuance of the Units is exempt from the prospectus requirements under Ontario securities lawsstate, that such securities are subject to restrictions on county and municipal transfer under Ontario securities law and that the Common Stock included in such Units and the Warrant Shares are conditionally approved for listing on the TSX.tax declarations;

Deliveries at Closing. Buyer (a) At Closing, Seller shall have received from table the Company each of the deliveries set forth belowfollowing: (i) At the Closing, certificates representing the shares of Common Stock and Warrants, comprising the Units, duly and validly issued in favor of Buyer and otherwise sufficient to vest in Buyer good title to the shares of Common Stock and Warrants comprising the UnitsGeneral Conveyance fully executed by Seller; (ii) At all Specific Conveyances, if any are necessary, fully executed by Seller; (iii) copies of all consents to disposition and waivers of Rights of First Refusal obtained by Seller with respect to the Closing, a certificate issued by the secretary or an assistant secretary sale of the CompanyAssets to Purchaser; (iv) Interim Accounting of Adjustments; (v) the Novation Agreement in substantially the form attached hereto as Schedule “L” assigning the Hedge to VGN (as such term is defined in Section 9.3); (vi) Seller's Certificate; (vii) a certificate, dated as of the Closing DateTime, in form duly executed by an authorized officer of Seller (a) attaching and substance reasonably satisfactory to Buyer, certifying on behalf of the Company (i) the resolutions of the board of directors of the Company Seller those instruments authorizing the execution, delivery and performance by Seller of this Agreement and the issuance transactions contemplated hereby; and (b) certifying on behalf of Seller the incumbency of each officer of Seller executing this Agreement or any document delivered at Closing on behalf of Seller; and (viii) such other items as may be specifically required hereunder. (b) At Closing, Purchaser shall table the following: (i) the amounts payable at Closing on account of the Units, Purchase Price; (ii) the incumbency and signature Interim Accounting of the authorized signatory of the Company executing this Agreement, (iii) the amended and restated certificate of incorporation and bylaws of the Company, as in effect on the Closing Date, and (iv) that the condition to closing set forth in Section 6.1(c) has been metAdjustments; (iii) At the Closing, the Registration Rights Agreement, duly executed by the CompanyPurchaser's Certificate; (iv) An opinion of U.S. counsel to the Company addressed to the Buyera certificate, providing that the issuance, sale and delivery to the Buyer dated as of the Units have been Closing Time, duly executed by an authorized officer of Purchaser (a) attaching and certifying on behalf of Purchaser those instruments authorizing the execution, delivery and performance by all necessary corporate action Purchaser of this Agreement and the transactions contemplated hereby; and (ib) upon issuance against payment therefor and delivery to certifying on behalf of Purchaser the Buyer, (A) the Common Stock included in such Units will be validly issued, fully paid and non-assessable and (B) the Warrants will be valid and binding obligations incumbency of the Company and (ii) assuming issuance each officer of the Warrant Shares upon the exercise Purchaser executing this Agreement or any document delivered at Closing on behalf of the Warrant in accordance with the terms of the Warrant, the Warrant Shares will be validly issued, fully paid and non-assessablePurchaser; and (v) An opinion of Canadian counsel such other items as may be specifically required hereunder. In addition, Purchaser will have previously executed the General Conveyance and the Specific Conveyances; and Purchaser shall have caused VGN and the counterparty to the Company addressed Hedge to have executed the Buyer, providing that the issuance of the Units is exempt from the prospectus requirements under Ontario securities laws, that such securities are subject Novation Agreement tabled by Seller pursuant to restrictions on transfer under Ontario securities law and that the Common Stock included in such Units and the Warrant Shares are conditionally approved for listing on the TSXSection 3.2(a)(v) above.

Deliveries at Closing. Buyer shall have received from At the Company each of Closing, in accordance with the deliveries terms and conditions set forth belowin this Agreement: (a) Parent shall, or shall cause the Companies to: (i) At the Closing, deliver to Purchaser certificates representing evidencing all the shares of Common Stock Company Equity issued by MM and Warrants, comprising the UnitsMIC and outstanding, duly and validly issued endorsed in favor of Buyer and otherwise sufficient to vest blank or accompanied by stock powers duly executed in Buyer good title to the shares of Common Stock and Warrants comprising the Units; (ii) At the Closing, a certificate issued blank by the secretary or an assistant secretary of the Company, dated the Closing DateParent, in form and substance reasonably satisfactory to Buyer, certifying on behalf of the Company (i) the resolutions of the board of directors of the Company authorizing the execution, delivery and performance of this Agreement and the issuance of the Units, Purchaser; (ii) deliver to Purchaser an assignment of membership interest with respect to all Company Equity issued by CC and outstanding, duly executed by Purchaser, in form and substance reasonably satisfactory to Purchaser and, if any membership interest issued by CC is certificated, deliver all certificates evidencing the incumbency and signature of the authorized signatory of the Company executing this Agreement, (iii) the amended and restated certificate of incorporation and bylaws of the Company, as in effect on the Closing Date, and (iv) that the condition to closing set forth in Section 6.1(c) has been metmembership interest; (iii) At deliver to Purchaser all of the Closingminute books, stock ledgers, and similar corporate records and corporate seals of the Registration Rights Agreement, duly executed by the CompanyCompanies; (iv) An opinion deliver to Purchaser the certificate referred to in Section 6.02(d); (v) deliver to Purchaser the Reinsurance Capacity Right of U.S. counsel First Refusal Agreement in the form attached hereto as Exhibit B; (vi) deliver to Purchaser the Company addressed Standstill Agreement in the form attached hereto as Exhibit C; (vii) deliver to Purchaser the BuyerRegistration Rights Agreement in the form attached hereto as Exhibit D (viii) deliver to Purchaser the Investment Advisory Agreement in the form attached hereto as Exhibit E; (ix) deliver to Purchaser written resignations of, providing or appropriate board resolutions effecting the removal of, all the directors and corporate officers of each of the Companies, and such other officers of the Companies set forth on Section 2.03(a)(ix) of the Parent Disclosure Letter (in each case other than those officers as may be specified in writing by Purchaser prior to Closing) from their positions as directors or officers of the Companies, with such resignations or removal to be effective as of the Closing; (x) deliver to Purchaser a duly executed and acknowledged certificate, in form and substance reasonably acceptable to Purchaser and in compliance with the Code and Treasury Regulations, certifying such facts as to establish that the issuance, sale of Company Equity and delivery any other Transactions are exempt from withholding pursuant to the Buyer Section 1445 of the Units have been duly authorized by all necessary corporate action and (i) upon issuance against payment therefor and delivery to the Buyer, (A) the Common Stock included in such Units will be validly issued, fully paid and non-assessable and (B) the Warrants will be valid and binding obligations of the Company and (ii) assuming issuance of the Warrant Shares upon the exercise of the Warrant in accordance with the terms of the Warrant, the Warrant Shares will be validly issued, fully paid and non-assessableCode; and (xi) deliver to Purchaser each original Surplus Note, marked “PAID IN FULL” by Parent if such Surplus Note is paid in full. (b) Purchaser shall: (i) deliver to Parent certificates or, if uncertificated, other evidence of ownership representing, the Stock Consideration (or, if applicable, other similar documentation evidencing the Stock Consideration), registered in the name of Parent; (ii) deliver to Parent the certificate referred to in Section 6.03(c); (iii) deliver to Parent the agreements listed in Section 2.03(a)(v) through (viii); (iv) pay to Parent an amount equal to the Cash Consideration by wire transfer of immediately available funds to one account to be designated in writing by Parent to Purchaser no later than two (2) Business Days prior to the Closing Date; (v) An opinion of Canadian counsel cause or permit MIC to make the Company addressed Surplus Note Payment to the Buyer, providing that the issuance of the Units is exempt from the prospectus requirements under Ontario securities laws, that such securities are subject to restrictions on transfer under Ontario securities law and that the Common Stock included in such Units and the Warrant Shares are conditionally approved for listing Parent on the TSXClosing Date; and (vi) copies (or other evidence) of all Requisite Regulatory Approvals from all Insurance Regulators required to be obtained, filed or made by Purchaser pursuant to Section 5.05.

Deliveries at Closing. Buyer shall have received from the Company each of the deliveries set forth below: (i) At the Closing, Buyer, Sterling or Parent shall: (a) Deliver to Seller the cash in the amount of the Estimated Initial Inventory Value, a certificate representing the Buyer Common Stock, a certificate representing the Buyer Preferred Stock to be issued to Seller on the Closing Date pursuant to the Subscription Agreement and certificates representing the shares of Parent Preferred Stock and the Parent Common Stock and Warrants, comprising to be issued to Seller on the Units, duly and validly issued in favor of Buyer and otherwise sufficient to vest in Buyer good title Closing Date pursuant to the shares of Common Stock and Warrants comprising the Units;Subscription Agreement. (iib) At the Closing, Deliver to Seller a certificate issued by of duly authorized officers of Buyer, Sterling and Parent confirming the secretary or an assistant secretary accuracy on the Closing Date of the Companyrepresentations and warranties of Buyer, dated Sterling and Parent contained herein and in the Closing DateBuyer Related Documents and the performance of the covenants contained herein. (c) Deliver to Seller a legal opinion of legal counsel to Buyer, Sterling and Parent, in form and substance reasonably satisfactory to BuyerSeller's legal counsel. (d) If a Party thereto, certifying on behalf execute and deliver the Subscription Agreement, the Intellectual Property Rights Agreement and the associated licenses described therein, substantially in the form attached hereto as Exhibit B (the "Intellectual Property Rights Agreement"), an Exclusive Film Supply Agreement substantially in the form attached hereto as Exhibit C (the "Film Supply Agreement"), a Laser Diode Supply Agreement substantially in the form attached hereto as Exhibit D (the "Laser Diode Supply Agreement"), an Exclusive Sales Agency Agreement in a form that is substantially in the form attached hereto as Exhibit E (the "Exclusive Sales Agency Agreement"), a Transitional Services Agreement substantially in the form attached hereto as Exhibit F regarding transitional services to be provided by Seller to Buyer and the removal and relocation of the Company Assets (ithe "Transitional Services Agreement"), and a Technology, Research and Development Agreement substantially in the form attached hereto as Exhibit G (the "Technology, Research and Development Agreement") the resolutions of the board of directors of the Company authorizing the execution, delivery and performance of any other agreements contemplated in this Agreement and executed in connection with this Agreement or the issuance of transactions contemplated hereby (the Units, (iidocuments specified in this Section 11.02(d) being collectively referred to as the incumbency and signature of the authorized signatory of the Company executing this Agreement, (iii) the amended and restated certificate of incorporation and bylaws of the Company, as in effect on the Closing Date, and (iv) that the condition to closing set forth in Section 6.1(c) has been met;"Buyer Related Documents"). (iiie) At the Closing, the Registration Rights Agreement, duly Cause to be executed and delivered to Seller by the Company; (iv) An opinion of U.S. counsel to parties thereto other than Seller the Company addressed to the Buyer, providing that the issuance, sale and delivery to the Buyer of the Units have been duly authorized by all necessary corporate action and (i) upon issuance against payment therefor and delivery to the Buyer, (A) the Common Stock included in such Units will be validly issued, fully paid and non-assessable and (B) the Warrants will be valid and binding obligations of the Company and (ii) assuming issuance of the Warrant Shares upon the exercise of the Warrant in accordance with the terms of the Warrant, the Warrant Shares will be validly issued, fully paid and non-assessable; and (v) An opinion of Canadian counsel to the Company addressed to the Buyer, providing that the issuance of the Units is exempt from the prospectus requirements under Ontario securities laws, that such securities are subject to restrictions on transfer under Ontario securities law and that the Common Stock included in such Units and the Warrant Shares are conditionally approved for listing on the TSXOption Acquisition Agreement.

Deliveries at Closing. Buyer shall have received from (a) At the Company Closing, each of the deliveries set forth belowSellers shall deliver to the Purchaser: (i) At the Closinga duly executed bill of sale and such other duly executed instruments of conveyance, certificates representing the shares of Common Stock transfer and Warrants, comprising the Units, duly and validly issued in favor of Buyer and otherwise sufficient assignment as may be required to vest in Buyer good title transfer to the shares Purchaser all of Common Stock the Sellers' right, title and Warrants comprising interest in and to the UnitsAssets, including but not limited to (A) applicable assignments of each lease as to real property leasehold interests held by Sellers, each in a form and substance reasonably acceptable to the Purchaser, (B) applicable assignments of the Names and the other Intellectual Property and (C) applicable assignments of the Assumed Contracts and Sellers' interest under the Joint Venture Agreement, which assignments shall include any consents of third parties required to assign such Assumed Contracts to the Purchaser, each in a form and substance reasonably acceptable to the Purchaser; (ii) At a Certificate of such Seller certifying as to the Closing, a certificate issued by the secretary or an assistant secretary continued accuracy of the Company, dated representations and warranties of the Sellers and compliance with the covenants and conditions precedent to the Closing Date, in form and substance reasonably satisfactory to Buyer, certifying on behalf of which are incumbent upon the Company (i) the resolutions of the board of directors of the Company authorizing the execution, delivery and performance of this Agreement and the issuance of the Units, (ii) the incumbency and signature of the authorized signatory of the Company executing this Agreement, (iii) the amended and restated certificate of incorporation and bylaws of the Company, as in effect on the Closing Date, and (iv) that the condition to closing set forth in Section 6.1(c) has been metSellers; (iii) At a Certificate of the Closing, Corporate Secretary of each Seller certifying copies of its Board of Directors consents and/or meeting minutes evidencing authorization of the Registration Rights Agreement, duly executed by the Companytransactions contemplated herein; (iv) An opinion of U.S. counsel an Incumbency Certificate certifying as to the authority of such Seller's signatories to sign on behalf of Seller; (v) a Company addressed Disclosure Letter that is updated as of the Closing Date, which updated schedule shall reflect the Purchaser's determination pursuant to Section 7.2 as to which Contracts will be Assumed Contracts that the Purchaser will acquire hereunder; and (vi) the 363 Order and the 365 Order. (b) At the Closing, WinStar shall cause the Purchaser to deliver to the BuyerSellers or as provided hereunder, providing that the issuance, sale and delivery to the Buyer of the Units have been duly authorized by all necessary corporate action and Escrow Agent on their behalf: (i) upon issuance against payment therefor such duly executed instruments as may be required to effectuate the assumption by the Purchaser of the Assumed Liabilities, including liabilities under the Assumed Contracts, and delivery such other duly executed documents and certificates as may be required to be delivered by the Purchaser pursuant to the Buyer, (A) the Common Stock included in such Units will be validly issued, fully paid and non-assessable and (B) the Warrants will be valid and binding obligations terms of the Company and this Agreement; (ii) assuming issuance the payments required pursuant to Section 1.5(a)(ii); (iii) a Certificate of the Warrant Shares upon the exercise Corporate Secretary of the Warrant in accordance with the terms Purchaser certifying copies of the Warrant, Board of Directors' consents and/or meeting minutes evidencing authorization of the Warrant Shares will be validly issued, fully paid and non-assessabletransactions contemplated herein; (iv) an Incumbency Certificate certifying as to the authority of the Purchaser's signatories to sign on behalf of the Purchaser; and (v) An opinion a Purchaser Disclosure Letter that is updated as of Canadian counsel the Closing Date. (c) At Closing, the obligations for payment of all real estate Taxes and assessments with respect to the Company addressed real property for the taxable period beginning before and ending after the Closing Date shall be apportioned between the Sellers and the Purchaser as of the Closing Date in accordance with Section 164(d) of the Code. All personal property, motor vehicle (including road use) and ad valorem Taxes levied or imposed upon the Assets by any governmental authority for the taxable period beginning before and ending after the Closing Date shall be apportioned or prorated on a per diem basis between Sellers and Purchaser as of 11:59 p.m., E.S.T., on the day before the Closing Date. If the actual amounts to be prorated are not known as of the Closing Date, the prorations shall be made on the basis of Taxes assessed for the prior taxable period. Except as set forth below, no proration shall be made for utility charges including, without limitation, water, wastewater, telephone, gas and electricity. Sellers shall terminate Sellers' accounts relating to the Buyer, providing that Business and the issuance Assets being acquired by Purchaser hereunder (but not the service itself) with the providers of all such services as of the Units Closing Date. Sellers shall not be required to terminate any accounts relating to the Excluded Assets. Prior to the Closing Date, the Purchaser shall make application to the service providers for the continuation of such services in the name of the Purchaser. It is exempt from anticipated that, in connection with all such utility services, the prospectus requirements under Ontario securities lawsmeters will be read on or about the Closing Date, that and Sellers shall be responsible for paying the bills for such securities are subject services on or prior to restrictions on transfer under Ontario securities law and that the Common Stock included in such Units Closing Date and the Warrant Shares Purchaser shall be responsible for the payment of all such bills occurring after the Closing Date. If any such accounts are conditionally approved not paid in full and terminated, they shall be prorated as of the Closing Date with the Sellers being charged and credited for listing all of the same up to such date and for all prior months during the Sellers' ownership and the Purchaser being charged and credited for all of the same on or after such date. If all amounts to be prorated are not known as of the Closing Date, the prorations shall be made on the TSXbasis of the prior month's bill. Except for those instances in which the Sellers have not paid a utility account in full and terminated such account, in which case any deposit held by the applicable utility service provider shall be first applied to any outstanding amounts due and owing and any balance remaining shall then be returned to the Sellers, the Sellers shall keep and retain all rights to any deposits held by any utility service providers in connection with the real property. The provisions of this subsection shall survive the Closing.

Deliveries at Closing. Buyer (a) At the Closing, Seller shall have received from the Company each of the deliveries set forth belowdeliver to Purchaser: (i) At the Closing, certificates representing the shares of Common Stock and Warrants, comprising the UnitsLicense Agreement, duly and validly issued in favor executed on behalf of Buyer and otherwise sufficient to vest in Buyer good title to the shares of Common Stock and Warrants comprising the UnitsSeller; (ii) a ▇▇▇▇ of Sale and Assignment in the form of Exhibit B, duly executed on behalf of Seller (the “▇▇▇▇ of Sale”); (iii) an Assignment and Assumption Agreement in the form of Exhibit C, duly executed on behalf of Seller (the “Assignment and Assumption Agreement”); (iv) a Real Property Lease in the form of Exhibit D, duly executed on behalf of Seller (the “Lease”); (v) a Transition Services Agreement in the form of Exhibit E, duly executed on behalf of Seller (the “Transition Services Agreement”); (vi) a Termination and Release Agreement in the form of Exhibit F, duly executed on behalf of Seller (the “Termination and Release Agreement”); (vii) a Supply Agreement providing for the sale of silicone patches and silicone caps by Seller or its Affiliates to Purchaser in the Form of Exhibit G, duly executed on behalf of Seller (the “Supply Agreement”); (viii) a Lockup Agreement in the form of Exhibit H, duly executed on behalf of Seller (the “Lockup Agreement”); (ix) the Acquired Books and Records. (b) At the Closing, Purchaser shall deliver to Seller: (i) the Closing Day Purchase Price Payment in immediately available funds by wire transfer to a certificate issued bank account designated in writing by the secretary or an assistant secretary of the Company, dated Seller to Purchaser no less than one (1) business day prior to the Closing Date; (ii) the License Agreement, the ▇▇▇▇ of Sale, the Assignment and Assumption Agreement, the Lease, the Transition Services Agreement, the Termination and Release Agreement, the Supply Agreement and the Lockup Agreement (collectively, the “Ancillary Agreements”), each duly executed on behalf of Purchaser; (iii) confirmation, in form and substance reasonably satisfactory to BuyerSeller, certifying on behalf that Purchaser has bound the insurance policy attached hereto as Exhibit I with respect to the representations and warranties of Seller in Article III (the Company (i) the resolutions of the board of directors of the Company authorizing the execution, delivery and performance of this Agreement and the issuance of the Units, (ii) the incumbency and signature of the authorized signatory of the Company executing this Agreement, (iii) the amended and restated certificate of incorporation and bylaws of the Company, as in effect on the Closing Date, and (iv) that the condition to closing set forth in Section 6.1(c) has been met; (iii) At the Closing, the Registration Rights Agreement, duly executed by the Company;“R&W Insurance Policy”); and (iv) An opinion of U.S. counsel a Wisconsin resale exemption certificate and a Wisconsin manufacturing exemption certificate in a form reasonably acceptable to the Company addressed to the Buyer, providing that the issuance, sale and delivery to the Buyer of the Units have been duly authorized by all necessary corporate action and (i) upon issuance against payment therefor and delivery to the Buyer, (A) the Common Stock included in such Units will be validly issued, fully paid and non-assessable and (B) the Warrants will be valid and binding obligations of the Company and (ii) assuming issuance of the Warrant Shares upon the exercise of the Warrant in accordance with the terms of the Warrant, the Warrant Shares will be validly issued, fully paid and non-assessable; and (v) An opinion of Canadian counsel to the Company addressed to the Buyer, providing that the issuance of the Units is exempt from the prospectus requirements under Ontario securities laws, that such securities are subject to restrictions on transfer under Ontario securities law and that the Common Stock included in such Units and the Warrant Shares are conditionally approved for listing on the TSXSeller.

Deliveries at Closing. Buyer (a) At Closing, Seller shall have received from deliver to the Company each of Purchaser the deliveries set forth belowfollowing documents: (i) At A Warranty Deed conveying to Purchaser the ClosingLand and Improvements, certificates representing the shares of Common Stock and Warrants, comprising the Units, duly and validly issued in favor of Buyer and otherwise sufficient to vest in Buyer good title subject to the shares of Common Stock and Warrants comprising Permitted Exceptions (as hereinafter defined) (the Units"Deed"); (ii) At A ▇▇▇▇ of Sale conveying to Purchaser the Closing, a certificate issued by the secretary or an assistant secretary of the Company, dated the Closing Date, in form and substance reasonably satisfactory to Buyer, certifying on behalf of the Company (i) the resolutions of the board of directors of the Company authorizing the execution, delivery and performance of this Agreement and the issuance of the Units, (ii) the incumbency and signature of the authorized signatory of the Company executing this Agreement, (iii) the amended and restated certificate of incorporation and bylaws of the Company, as in effect on the Closing Date, and (iv) that the condition to closing set forth in Section 6.1(c) has been metPersonal Property; (iii) At A Certificate of Non-Foreign Status of Seller as required by Section 1445 of the Closing, the Registration Rights Agreement, duly executed by the CompanyInternal Revenue Code; (iv) Any reasonable and customary documentation required by the Title Company (as hereinafter defined) in order for the Title Company to issue the Title Policy (as hereinafter defined); (v) A personal "Gap" undertaking, if required by the Title Company to effectuate a "New York Style" Closing; (vi) A closing statement prepared by Seller in a manner which reflects the terms and conditions, as applicable, of this Agreement and otherwise in a form reasonably acceptable to Purchaser (the "Closing Statement"); (vii) Such proof of Seller's authority and authorization to enter into this transaction as may be required by the Title Company; (viii) An opinion of U.S. counsel Owner's Affidavit and Broker's Waiver with respect to any broker's commissions due in connection with the Company addressed to the Buyer, providing that the issuance, sale and delivery to the Buyer of the Units have been duly authorized by all necessary corporate action and (i) upon issuance against payment therefor and delivery to the BuyerProperty, (A) the Common Stock included in such Units will be validly issued, fully paid and non-assessable and (B) the Warrants will be valid and binding obligations of the Company and (ii) assuming issuance of the Warrant Shares upon the exercise of the Warrant in accordance with the terms of the Warrant, the Warrant Shares will be validly issued, fully paid and non-assessableif any; and (vix) An opinion of Canadian counsel Owner's Affidavit and/or ALTA Statement, as required by the Title Company. (b) At Closing, Purchaser shall deliver to the Escrowee, or Seller directly, as Purchaser may elect, the following: (i) The Purchase Price in accordance with Paragraph 2 above; (ii) Such proof of Purchaser's authority and authorization to enter into this transaction as may be required by the Title Company; (iii) Any reasonable and customary documentation required by the Title Company addressed in order for the Title Company to issue the Title Policy; and (iv) An acknowledgment of Purchaser's acceptance of the Closing Statement. (c) At Closing, Purchaser and Seller shall jointly deliver the following documents to the BuyerEscrowee: (i) To the extent required, providing that the issuance of the Units is exempt from the prospectus requirements under Ontario securities lawsstate, that such securities are subject to restrictions on county and municipal transfer under Ontario securities law and that the Common Stock included in such Units and the Warrant Shares are conditionally approved for listing on the TSX.tax declarations; and

Deliveries at Closing. The following documents shall be delivered to Title Company, Buyer and/or Sellers, as set forth below, on or before the Closing Date: (a) Each Seller shall have received from execute and deliver to Buyer a Grant, Bargain and Sale Deed in the Company form attached hereto as Exhibit J for each of the deliveries set forth below:Properties (the “Deed”). (ib) At the Closing, certificates representing the shares of Common Stock Each Seller and Warrants, comprising the Units, duly Buyer shall execute and validly issued in favor of Buyer and otherwise sufficient to vest in Buyer good title deliver to the shares other duplicate originals of Common Stock notices to all Tenants stating that (a) the Properties have been sold and Warrants comprising conveyed to Buyer; and (b) such other matters as are required by applicable law or pursuant to the Units;terms of the Leases or which either party may reasonably request (the “Tenant Notification Letters”). (iic) At Each Seller and Buyer shall execute and deliver to the Closingother an Assignment and Assumption of Leases (the “Assignment of Leases”), in the form of Exhibit K attached hereto, pursuant to which Seller assigns and Buyer assumes all of the landlord’s right, title and interest in and to any Leases and related Security Deposits. (d) A General Assignment, in the form of Exhibit L attached hereto, pursuant to which each Seller transfers, conveys and assigns to Buyer all of the Service Contracts, Permits, and the Personal Property (the “General Assignment”). (e) Each Seller and Buyer shall deliver to the other and Title Company such evidence as may be reasonably required by the other of the due authorization, execution and delivery by such party of this Agreement and the Seller’s Documents or the Buyer’s Documents, as the case may be. (f) Sellers shall deliver to Buyer a certified rent roll which shall include a list of all tenants, their annual rent, commencement date, expiration date, all renewals, a certificate issued by the secretary or an assistant secretary list of the Companyall Tenants who are delinquent, dated as of the Closing Date, in form the payment of rents, the amount of each such delinquency and substance reasonably satisfactory the period to Buyerwhich each such delinquency relates. (g) Sellers shall terminate or cause to be terminated, certifying on behalf effective as of the Company Closing, (i) all existing property management agreements affecting the resolutions of the board of directors of the Company authorizing the execution, delivery and performance of this Agreement and the issuance of the UnitsProperties, (ii) the incumbency all Listing Agreements (except as those Listing Agreements which related to a Master Lease Space or Earn Out Space), and signature of the authorized signatory of the Company executing this Agreement, (iii) except for the amended License Agreement effective May 23, 2007 between ▇▇▇▇▇ ▇▇▇▇▇ Corner, LLC (as successor in interest to Cannery Corner, LLC) and restated certificate of incorporation and bylaws Cannery Casino Resorts, LLC for the license of the Company“Cannery Corner” name and other related rights), those Service Contracts that Buyer has notified Seller in writing prior to the expiration of the Due Diligence Period that Buyer desires to have terminated at Closing. (h) Sellers shall deliver to Buyer updated schedules of the Leases and the Service Contracts at the Properties, the Listing Agreements and the Security Deposits, respectively, and certified by Sellers as correct and complete in effect on all material respects as of the Closing Date. (i) Subject to Section 7.2(b) and (c), Sellers shall deliver to Buyer the Tenant Estoppels that Sellers have received from the Tenants and the REA Estoppels that Sellers have received from the REA Parties, or those that Sellers have executed as permitted thereunder. (j) Each Seller shall deliver to Buyer a FIRPTA certification in the form of Exhibit M attached hereto, verified as true and signed and sworn to under penalties of perjury by a general partner or managing member of each Seller. (k) Buyer shall deliver to the Title Company for delivery to Sellers in accordance with this Agreement the balance of the Initial Funding pursuant to Article II above. (l) Sellers shall deliver to Buyer any Security Deposits in Seller’s possession or control that have not been (i) applied to defaults as permitted by this Agreement or (ii) credited to Buyer pursuant to Section 6.5 hereof. (m) Each Seller and Buyer shall execute and deliver to each other a certificate updating the representations and warranties made by each of them in Articles VIII and IX, respectively. If any of the facts contained in the representations and warranties made by Sellers in Article VIII change in any material respect between the date hereof and the Closing Date, then promptly upon learning of such change in facts, Sellers shall disclose such changes in writing to Buyer. (n) Each applicable Seller and Buyer shall execute and deliver to each other the escrow agreement for the TI/Commissions Escrow. (ivo) that Each of the condition Sellers and Inland Diversified shall have executed the Operating Agreement and the other documents related to closing set forth the OP Units, including, without limitation, any additional guaranty or other agreement described in Section 6.1(c) has been met; 1.2 (iii) At the Closing, the Registration Rights Agreement, duly executed by the Company; (iv) An opinion of U.S. counsel to the Company addressed to the Buyer, providing that the issuance, sale and delivery to the Buyer of the Units have been duly authorized by all necessary corporate action and (i) upon issuance against payment therefor and delivery to the Buyer, (A) the Common Stock included in such Units will be validly issued, fully paid and non-assessable and (B) the Warrants will be valid and binding obligations of the Company and (ii) assuming issuance of the Warrant Shares upon the exercise of the Warrant in accordance with the terms of the Warrant, the Warrant Shares will be validly issued, fully paid and non-assessable; and (v) An opinion of Canadian counsel to the Company addressed to the Buyer, providing that the issuance of the Units is exempt from the prospectus requirements under Ontario securities laws, that such securities are subject to restrictions on transfer under Ontario securities law and that the Common Stock included in such Units and the Warrant Shares are conditionally approved for listing on the TSX“Transaction Documents”).

Deliveries at Closing. Buyer At the Closing, the Parties shall have received from make the Company each of the deliveries set forth belowfollowing deliveries: (a) Seller will deliver or cause to be delivered to Buyer; (i) At the Closing▇▇▇▇ of Sale, certificates representing the shares Assignment and Assumption of Common Stock Contracts, the Assignment and WarrantsAssumption of Leases and the Assignment of Intellectual Property and such other instruments of sale, comprising the Unitstransfer, duly conveyance, and validly issued in favor of assignment as Buyer and otherwise sufficient to vest its counsel may reasonably request, in Buyer good title to the shares of Common Stock and Warrants comprising the Unitseach case duly executed by Seller; (ii) At the ClosingEscrow Agreement, duly executed by Seller; (iii) a certificate issued duly signed by an officer of Seller with the Closing Working Capital Statement attached thereto; (iv) the consents, documents, certificates, opinion letter and other items specified in Section 6.01 below; (v) copies of the articles of incorporation of Seller, certified on or soon before the Closing Date by the secretary Arizona Corporation Commission and copies of the certificate of good standing of Seller issued on or an assistant soon before the Closing Date by the Secretary of State (or comparable officer) of each jurisdiction in which Seller is qualified to do business; and (vi) a certificate of the secretary of the CompanySeller, dated the Closing Date, in form and substance reasonably satisfactory to Buyer, certifying on behalf as to: (A) no amendments to the articles of incorporation of Seller since the date specified above; (B) the bylaws of Seller; (C) the resolutions of the Company board of directors and stockholders of Seller authorizing the execution, delivery, and performance of this Agreement and the Ancillary Agreements to which Seller will be a party and the transactions contemplated hereby and thereby; and (D) incumbency and signatures of the officers of Seller executing this Agreement or any Ancillary Agreement to which Seller will be a party. (b) Buyer will deliver: (i) to Seller and the holders of Seller Debt, the cash portion of the Purchase Price as provided in Section 2.03(b) and to Stockholders entering into Non-Competition Agreements the first quarterly cash payments required thereunder; (ii) to Seller or Stockholders, as appropriate, each of the Ancillary Agreements, each duly executed by Buyer; (iii) to Seller and Stockholders a copy of the certificate of incorporation of Buyer, certified on or soon before the Closing Date by the Secretary of State of Delaware and copies of the certificate of good standing of Buyer issued on or soon before the Closing Date by the Secretary of State (or comparable officer) of each jurisdiction in which Buyer is qualified to do business; (iv) to Seller and Stockholders the documents, certificates, opinion letter and other items specified in Section 6.02 below; and (v) to Seller and Stockholders a certificate of the secretary of Buyer dated the Closing Date, in form and substance reasonably satisfactory to Buyer, as to: (A) no amendments to the certificate of incorporation of Buyer since the date specified above; (B) the bylaws of Buyer; (C) the resolutions of the board of directors of the Company Buyer authorizing the execution, delivery delivery, and performance of this Agreement and the issuance Ancillary Agreements to which it will be a party and the transactions contemplated hereby and thereby; and (D) incumbency and signatures of the Unitsofficers of Buyer executing this Agreement or any Ancillary Agreement to which Buyer will be a party. (c) Buyer shall cause Phoenix to deliver: (i) to Escrow Agent a share certificate, duly executed by officers of Phoenix, representing the Closing Phoenix Shares which shall contain the restrictive legends specified in Section 8.08(b); (ii) the incumbency and signature of the authorized signatory of the Company executing this Agreement, (iii) the amended and restated certificate of incorporation and bylaws of the Company, as in effect on the Closing Date, and (iv) that the condition to closing set forth in Section 6.1(c) has been met; (iii) At the ClosingSeller, the Registration Rights Agreement, duly executed by Phoenix; (iii) to Seller and Stockholders a copy of the Companycertificate of incorporation of Phoenix, certified on or soon before the Closing Date by the Secretary of State of Delaware; (iv) An opinion of U.S. counsel to the Company addressed to the Buyer, providing that the issuance, sale and delivery to the Buyer Seller a certificate of the Units have been duly authorized by all necessary corporate action secretary or an assistant secretary of Phoenix dated the Closing Date, in form and (i) upon issuance against payment therefor and delivery substance reasonably satisfactory to the BuyerSeller, as to: (A) no amendments to the Common Stock included in such Units will be validly issued, fully paid and non-assessable and certificate of incorporation of Phoenix since the date specified above; (B) the Warrants will be valid and binding obligations bylaws of Phoenix; (C) the resolutions of the Company and (ii) assuming board of directors of Phoenix authorizing the issuance of the Warrant Phoenix Shares upon and authorizing the exercise execution, delivery, and performance of the Warrant in accordance with Phoenix Guaranty and the terms Ancillary Agreements to which it will be a party and the transactions contemplated hereby and thereby; and (D) incumbency and signatures of the Warrant, officers of Phoenix executing the Warrant Shares will be validly issued, fully paid Registration Rights Agreement and non-assessablethe Phoenix Guaranty; and (v) An opinion to ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇▇▇ the Stock Option Agreements provided for in their respective Employment Agreements. (d) ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇▇▇ shall each execute and deliver to Buyer an Employment Agreement and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇ shall each execute and deliver to Buyer and Phoenix a Non-Competition Agreement. (e) At the Closing, Seller will deliver to Buyer physical possession of Canadian counsel or control over the Acquired Assets. The Parties agree that the transfer and delivery of title to any of the Acquired Assets presently located in Mexico may occur, to the Company addressed extent permitted by applicable law, either in the United States or in Mexico. In addition, on the Closing Date, Seller will prepare and mail such notices to any third party under each of the Assigned Contracts assigned by Seller and assumed by Buyer as are necessary or may be reasonably requested by Buyer advising such third party or parties that such agreements have been assigned and directing such party or parties to send to Buyer all future notices, correspondence and payments relating to such agreements. Seller will promptly forward to Buyer all correspondence received by Seller after the Closing Date that relates to the BuyerAcquired Assets, providing that the issuance of Assumed Liabilities or the Units is exempt from Business (excluding any items relating to the prospectus requirements under Ontario securities laws, that such securities are subject to restrictions on transfer under Ontario securities law and that Excluded Assets or the Common Stock included in such Units and the Warrant Shares are conditionally approved for listing on the TSXExcluded Contracts).

Deliveries at Closing. Buyer shall have received from Subject to the Company each terms and conditions of this Agreement, at the deliveries set forth belowClosing: (a) the Company shall deliver to each Purchaser certificates representing (i) At the Closing, certificates representing all of the shares of Common Stock and Warrantsto be purchased by such Purchaser as set forth on SCHEDULE IB, comprising under the Units, duly and validly issued in favor of Buyer and otherwise sufficient to vest in Buyer good title to the shares of column "Common Stock and Warrants comprising the Units; (ii) At the Closing, a certificate issued by the secretary or an assistant secretary of the Company, dated the Closing Date, in form and substance reasonably satisfactory to Buyer, certifying on behalf of the Company (i) the resolutions of the board of directors of the Company authorizing the execution, delivery and performance of this Agreement and the issuance of the UnitsStock", (ii) the incumbency and signature all of the authorized signatory shares of Redeemable Preferred Stock to be purchased by such Purchaser as set forth on SCHEDULE IB, under the Company executing this Agreementcolumn "Redeemable Preferred Stock", and (iii) the amended and restated certificate of incorporation and bylaws all of the CompanySubordinated Notes to be issued to such Purchaser as set forth on SCHEDULE IB, under the column "Subordinated Notes"; (b) each Purchaser shall pay to the Company the aggregate consideration payable to the Company for the securities to be delivered to such Purchaser by the Company pursuant to clause (a) above as in effect set forth on SCHEDULE IB by wire transfer or delivery of other immediately available funds on the Closing Date, Date to an account that will be designated by the Company in writing and (iv) that delivered to the condition Purchasers at least forty-eight hours prior to closing set forth in Section 6.1(c) has been metClosing; (iiic) At each Stockholder shall surrender to the ClosingCompany the certificate(s) representing such Stockholder's portion of the Redeemed Stock, whereupon the Registration Rights AgreementCompany shall cancel such Redeemed Stock, duly executed by the Companywhich shall thereafter cease to be issued and outstanding; (ivd) An opinion of U.S. counsel to the Company addressed shall deliver to the Buyer, providing that the issuance, sale and delivery to the Buyer of the Units have been duly authorized by all necessary corporate action and each Stockholder a (i) upon issuance against payment therefor and delivery to promissory note in the Buyerprincipal amount set forth opposite such Stockholder's name on SCHEDULE IA, (A) in the Common Stock included in such Units will be validly issuedform attached hereto as EXHIBIT I, fully paid and non-assessable and (B) the Warrants will be valid and binding obligations of the Company and (ii) assuming issuance stand-by letter of credit issued by IBJ Schr▇▇▇▇ ▇▇▇k & Trust Company (the "LC Bank") in favor of such Stockholder in a face amount equal to the principal amount set forth opposite such Stockholder's name on SCHEDULE IA in the form attached hereto as EXHIBIT M; (e) in consideration for the redemption of the Warrant Shares upon the exercise of the Warrant in accordance with the terms of the WarrantRedeemed Stock, the Warrant Shares will Company shall (i) pay to each Stockholder such Stockholder's Cash Redemption Amount as set forth on SCHEDULE IA by wire transfer or delivery of other immediately available funds on the Closing Date to the account designated by such Stockholder in writing and delivered to the Company at least forty-eight hours prior to the Closing, and (ii) deliver to each Stockholder certificates representing the Series A Preferred to be validly issued, fully paid and non-assessableissued to such Stockholder as set forth on SCHEDULE IA; and (vf) An opinion of Canadian counsel the Parties shall cause the opinions, certificates, and other documents and instruments to the Company addressed be delivered pursuant to the Buyer, providing that the issuance of the Units is exempt from the prospectus requirements under Ontario securities laws, that such securities are subject to restrictions on transfer under Ontario securities law and that the Common Stock included in such Units and the Warrant Shares are conditionally approved for listing on the TSXSection 8 hereof.

Deliveries at Closing. Buyer shall have received from the Company each of the deliveries set forth below: (i) At the Closing, certificates representing the shares of Common Stock and Warrants, comprising the Units, duly and validly issued in favor of Buyer and otherwise sufficient to vest in Buyer good title to the shares of Common Stock and Warrants comprising the Units; (ii) At the Closing, a certificate issued by the secretary or an assistant secretary of the Company, dated the Closing Date, in form and substance reasonably satisfactory to Buyer, certifying on behalf of the Company (i) the resolutions of the board of directors of the Company authorizing the execution, delivery and performance of this Agreement and the issuance of the Units, (ii) the incumbency and signature of the authorized signatory of the Company executing this Agreement, (iii) the amended and restated certificate of incorporation and bylaws of the Company, as in effect on the Closing Date, and (iv) that the condition to closing set forth in Section 6.1(c) has been met; (iii) At the Closing, the Registration Rights AgreementParties shall, duly executed or, as applicable, shall cause their respective Controlled Affiliates to, take the following actions: (a) the Buyer shall pay or cause to be paid the Management Interests Consideration Amount to DCMH by wire transfer of immediately available funds to the Companyaccount or accounts designated by CCOC as set forth on Schedule 2.3 of the Seller Disclosure Schedule; (ivb) An opinion the Warrantholder shall pay or cause to be paid the Warrants Consideration Amount to Colony Capital by wire transfer of U.S. counsel immediately available funds to the Company addressed to account or accounts designated by CCOC as set forth on Schedule 2.3 of the Seller Disclosure Schedule; (c) Buyer, providing that DCMH, CCDH and CDCM shall enter into, and deliver to each other executed counterparts of, the issuanceDCMH Investor Rights Agreement; (d) W-Catalina (C) LLC, sale the Carry GP, NewCo (Carry) and delivery CCOC shall enter into, and deliver to each other executed counterparts of, the Buyer Carried Interest Participation Agreement; (e) Buyer, DCMH, Colony Capital, CCDH and CDCM shall enter into, and deliver to each other executed counterparts of, the A&R DCMH Agreement; (f) the Managing Directors and Colony Capital shall enter into, and deliver to each other and the Wafra Representative executed counterparts of the Units have been duly authorized by all necessary corporate action A&R Restrictive Covenant Agreements; (g) ▇▇▇ ▇▇▇▇▇▇▇ and Colony Capital shall enter into, and deliver to each other and the Wafra Representative executed counterparts of the A&R Employment Agreement; (h) Colony Capital and the Warrantholder shall enter into, and deliver to each other executed counterparts of, the Warrants; (i) upon issuance against payment therefor W-Catalina (SP) LLC and delivery Colony DCP Investor, LLC shall enter into, and deliver to each other executed counterparts of, the Fund I Specified Investment Purchase Agreement, and W‑Catalina (SP) LLC shall pay or cause to be paid, by wire transfer of immediately available funds to the Buyeraccount or accounts designated by CCOC as set forth on Schedule 2.3 of the Seller Disclosure Schedule, the purchase price specified therein; (Aj) [Reserved]; LA_LAN01:362972.20 (k) Colony Capital, NewCo (Carry), DCMH, W-Catalina (C) LLC and Buyer shall enter into, and deliver to each other executed counterparts of, the Specified / Warehouse Investment Side Letter; (l) the Common Stock included in such Units will be validly issuedManaging Directors shall enter into, fully paid and non-assessable and (B) deliver to the Warrants will be valid and binding obligations of the Company and (ii) assuming issuance of the Warrant Shares upon the exercise of the Warrant in accordance with the terms of the WarrantWafra Representative executed counterparts of, the Warrant Shares will Acknowledgement Letter; (m) Buyer shall have entered into, and delivered to CCOC executed counterparts of, the Buyer Insurance Policy; (n) CCOC shall pay, or cause to be validly issuedpaid, fully paid all out-of-pocket costs relating to obtaining the Buyer Insurance Policy (including the total premium, underwriting costs, brokerage commission for Buyer’s brokers, Taxes related to such policy and non-assessableother fees and expenses of such policy), including reimbursement of Buyer for any such expenses advanced by Buyer; provided, CCOC shall not be responsible for any fees and expenses of Buyer’s outside counsel; (o) CCDH and CDCM shall each deliver to the Wafra Representative a properly completed and duly executed IRS Form W-9; and (vp) An opinion of Canadian counsel each Party shall deliver, or shall cause to be delivered, to each other Party, as applicable, all other previously undelivered documents reasonably requested to be delivered by such Party to another Party pursuant to this Agreement or the Company addressed to the Buyer, providing that the issuance of the Units is exempt from the prospectus requirements under Ontario securities laws, that such securities are subject to restrictions on transfer under Ontario securities law and that the Common Stock included in such Units and the Warrant Shares are conditionally approved for listing on the TSXAncillary Agreements.

Deliveries at Closing. Buyer shall have received from the Company each of the deliveries set forth below: (ia) At the Closing, certificates representing each of the shares of Common Stock and Warrants, comprising the Units, duly and validly issued in favor of Buyer and otherwise sufficient to vest in Buyer good title Sellers shall deliver to the shares Purchasers (i) a duly executed ▇▇▇▇ of Common Stock sale and Warrants comprising such other duly executed instruments of conveyance, transfer, and assignment as may be required to transfer to the Units; Purchasers the Assets owned by such Seller, and (ii) At the Closing, a certificate issued such other duly executed documents and certificates as may be required to be delivered by the secretary or an assistant secretary Sellers pursuant to the terms of the Company, dated the Closing Date, this Agreement including but not limited to (A) duly executed and acknowledged Special Warranty Deeds in a form and substance reasonably satisfactory acceptable to BuyerPurchasers (the "Deeds") conveying title to the real property subject only to the Permitted Encumbrances, certifying on behalf together with any documents reasonably required by any title company issuing title insurance with regard to this transaction for the effective conveyance to Purchasers of the Company (i) the resolutions of the board of directors of the Company authorizing the execution, delivery and performance of this Agreement and the issuance of the Units, (ii) the incumbency and signature of the authorized signatory of the Company executing this Agreement, (iii) the amended and restated certificate of incorporation and bylaws of the Company, as in effect on the Closing Date, real property and (ivB) that the condition applicable assignments of each lease as to closing set forth real property leasehold interests owned by Sellers, each in Section 6.1(c) has been met;a form and substance reasonably acceptable to Purchasers. (iiib) At the Closing, the Registration Rights Agreement, Purchasers shall deliver to the Sellers (i) such duly executed instruments as may be required to effectuate the assumption by the Company; Purchasers of the Assumed Liabilities, (ii) the Cash Consideration by wire transfer of immediately available funds to an account or accounts designated by the Sellers, (iii) stock certificates representing the Stock Consideration accompanied by stock powers duly executed in blank, and (iv) An opinion of U.S. counsel such other duly executed documents and certificates as may be required to be delivered by the Company addressed Purchasers pursuant to the Buyer, providing that the issuance, sale and delivery to the Buyer of the Units have been duly authorized by all necessary corporate action and (i) upon issuance against payment therefor and delivery to the Buyer, (A) the Common Stock included in such Units will be validly issued, fully paid and non-assessable and (B) the Warrants will be valid and binding obligations of the Company and (ii) assuming issuance of the Warrant Shares upon the exercise of the Warrant in accordance with the terms of this Agreement. (c) At Closing all real estate taxes and assessments with respect to the Warrantreal property for the year in which the Closing occurs will be prorated as of the Closing Date, with Sellers being charged and credited for all of the same up to such date and for prior years during Sellers' ownership and the Purchasers being charged and credited for all of the same on and after such date. If the actual amounts to be prorated are not known as of the Closing Date, the Warrant Shares prorations shall be made on the basis of taxes assessed for the prior calendar year; provided, however, for purposes of calculating such prorated amounts, taxes for the prior calendar year shall be increased by five percent (5%). Except as set forth below, no proration shall be made at the Closing for utility charges including, without limitation, water, wastewater, telephone, gas and electricity. Sellers shall terminate Sellers' accounts (but not the service itself) with the providers of all such services as of the Closing Date. Prior to the Closing Date, Purchasers shall make application to the service providers for the continuation of such services in the name of Purchasers. It is anticipated that in connection with all such utility services that the meters will be validly issued, fully paid read on or about the Closing Date and non-assessable; and (v) An opinion of Canadian counsel Sellers shall be responsible for paying the bills for such services on or prior to the Company addressed to Closing Date and Purchasers shall be responsible for the Buyerpayment of all such bills occurring after the Closing Date. If any such accounts are not paid in full and terminated, providing that the issuance they shall be prorated as of the Units is exempt from Closing Date with Sellers being charged and credited for all of the prospectus requirements under Ontario securities laws, that same up to such securities are subject to restrictions on transfer under Ontario securities law date and that the Common Stock included in such Units for all prior months during Sellers' ownership and the Warrant Shares Purchasers being charged and credited for all of the same on or after such date. If all amounts to be prorated are conditionally approved for listing not known as of the Closing Date, the prorations shall be made on the TSXbasis of the prior month's ▇▇▇▇. Except for those instances in which Sellers have not paid an utility account in full and terminated such account, in which case any deposit held by the applicable utility service provider shall be first applied to any outstanding amounts due and owing to any balance remaining then returned to Sellers, Sellers shall keep and retain all rights to any deposits held by any utility service providers in connection with the real property. The provisions of this subsection shall survive the Closing.

Deliveries at Closing. Buyer shall have received from (a) Deliveries by the Company. Upon the terms and subject to the conditions set forth in this Agreement, in reliance on the representations, warranties and agreements of the Sellers and Acquiror contained herein, the Company each of shall deliver (or cause to be delivered) to Acquiror, at the deliveries set forth below:Closing, the following (reasonably satisfactory in form and substance to Acquiror): (i) At the ClosingCompany Closing Statement and Closing Balance Sheet, certificates representing certified by an authorized officer of the shares of Common Stock and Warrants, comprising the Units, duly and validly issued in favor of Buyer and otherwise sufficient to vest in Buyer good title to the shares of Common Stock and Warrants comprising the UnitsCompany; (ii) At the ClosingEscrow Agreement, a certificate issued duly executed by Sellers’ Agent; (iii) the secretary or an assistant secretary Key Employee Agreements, duly executed by each of the CompanyKey Employees; (iv) pay-off letters, dated the Closing Date, invoices or other evidence of payment in form and substance reasonably satisfactory to BuyerAcquiror in respect of each Transaction Expense, certifying Change in Control Payment and Company Closing Debt listed on behalf the Company Closing Statement to be paid concurrently with the Closing pursuant to Section 1.2(d)(iii) and (iv) (the “Closing Pay-off Letters”); (v) a resignation and release letter in the form attached hereto as Exhibit C (the “Resignation Letter”), effective as of the Closing, from each of the Managers and officers of the Company in office immediately prior to Closing; (vi) evidence, in form acceptable to Acquiror, that (i) any and all Company Employee Plans intended to include group severance pay or benefits and any Code Section 401(k) arrangement (each, a “401(k) Plan”) other than the NewNet Communication Technologies 401(k) Plan (the “NewNet Plan”) have been terminated pursuant to resolutions of the board of directors of the Company authorizing the execution, delivery and performance of this Agreement and the issuance of the UnitsManager, (ii) the incumbency Company and signature its ERISA Affiliates, including without limitation Skyview Capital and NewNet Communication Technologies LLC (“NCT”), shall take or cause NCT to terminate the Company’s participation in the NewNet Plan and any other 401(k) Plan, with such termination effective as of no later than the day immediately prior to the Closing Date pursuant to resolutions of the applicable party or parties authorized signatory of to, and necessary to, effect such termination under the Company executing this AgreementNewNet Plan or other 401(k) Plan, as applicable, and (iii) the amended and restated certificate Company has taken such other actions in furtherance of incorporation and bylaws of terminating any such Company Employee Plan or the Company’s participation therein, as in effect on the Closing Dateapplicable, and (iv) that the condition to closing set forth in Section 6.1(c) has been metas Acquiror may reasonably require; (iiivii) At a properly executed statement from each Seller for purposes of satisfying Acquiror’s obligations under Section 1446(f) of the ClosingCode and Treasury Regulation Section 1.1445-2(b)(2), in substantially the Registration Rights Agreementform attached hereto as Exhibit D-1 (with respect to individuals) and Exhibit D-2 (with respect to entities), duly each dated as of the Closing Date and executed by the Company; (ivviii) An opinion of U.S. counsel evidence in form and substance satisfactory to the Company addressed to the Buyer, providing Acquiror that the issuance, sale and delivery to the Buyer as of the Units have been duly authorized by all necessary corporate action and (i) upon issuance against payment therefor and delivery to the Buyer, (A) the Common Stock included in such Units will be validly issued, fully paid and non-assessable and (B) the Warrants will be valid and binding obligations Closing each Employee of the Company and its Subsidiaries has entered into and executed an Employee Proprietary Information Agreement or Consultant Proprietary Information Agreement, as applicable, and that such agreements remain in effect as of the Closing. (ix) evidence in form and substance satisfactory to Acquiror that Skyview Capital and each of its Subsidiaries and Affiliates have adequately assigned any Company IPR (as defined below in Section 2.8(a)(iv)) to the Company; (x) a certificate in form and substance satisfactory to Acquiror, validly executed by the Secretary or other officer of the Company, certifying (i) as to the terms and effectiveness of the Organizational Documents and (ii) assuming issuance as to the valid adoption of resolutions of the Warrant Shares upon Manager whereby the exercise Acquisition and the transactions contemplated hereunder were unanimously approved by the Manager; (xi) a long-form certificate of good standing from the Secretary of State of the Warrant State of Delaware which is dated within two (2) Business Days prior to Closing with respect to the Company; (xii) a certificate of good standing from the applicable Governmental Entity in accordance each jurisdiction where the Company is qualified to do business, all of which are dated within two (2) Business Days prior to the Closing; (xiii) a Transition Services Agreement, in the form agreed to by the Company and Acquiror, executed by Skyview and NewNet and Volt Delta Company (Canada) (the “Transition Services Agreement”); (xiv) evidence reasonably satisfactory to Acquiror of the novation or consent to assignment of any Person whose novation or consent to assignment, as the case may be, is required in connection with the terms Acquisition under the Contracts listed on Schedule 1.4(a)(xiv); (xv) a ratification and release agreement between the Company, the Sellers and NewNet Investment Group, LLC, among others, confirming the adoption of the WarrantLLC Agreement and the Pledge Payments, among other matters, in the Warrant Shares will be validly issued, fully paid form agreed to between the Company and non-assessable; andAcquiror; (vxvi) An opinion a termination and release agreement between the Company, Skyview Capital, and certain Affiliates of Canadian counsel to Skyview Capital, terminating all intercompany agreements between the Company addressed to the Buyer, providing that the issuance and its Affiliates effective as of the Units is exempt from Closing; (xvii) any deliveries set forth on Schedule 1.4(xvii) (the prospectus requirements under Ontario securities laws, that such securities are subject to restrictions on transfer under Ontario securities law and that the Common Stock included in such Units and the Warrant Shares are conditionally approved for listing on the TSX“Additional Company Delivery”).

Deliveries at Closing. Buyer At the Closing: (a) Sellers shall have received from deliver the Company each of the deliveries set forth belowfollowing documents and deliverables to Purchaser: (i) At stock certificates evidencing all of the shares of common stock of the Company, including shares of common stock of the Company, if any, held by Persons other than Sellers, outstanding at the Closing, certificates representing the shares of Common Stock duly endorsed in blank, or accompanied by stock powers duly executed in blank and Warrants, comprising the Units, duly and validly issued in favor of Buyer and otherwise sufficient to vest in Buyer good title to the shares of Common Stock and Warrants comprising the Unitswith all required stock transfer tax stamps affixed; (ii) At a receipt to Purchaser executed by Sellers for the Closing, a certificate issued by the secretary or an assistant secretary of the Company, dated the Closing Date, in form and substance reasonably satisfactory to Buyer, certifying on behalf of the Company (i) the resolutions of the board of directors of the Company authorizing the execution, delivery and performance of this Agreement and the issuance of the Units, (ii) the incumbency and signature of the authorized signatory of the Company executing this Agreement, (iii) the amended and restated certificate of incorporation and bylaws of the Company, as in effect on the Closing Date, and (iv) that the condition to closing set forth in Section 6.1(c) has been metPurchase Price; (iii) At the Closing, the Registration Rights Agreement, duly a receipt to Purchaser executed by each Person holding Shares (other than Sellers) for the CompanyPer Share Purchase Price; (iv) An opinion an executed counterpart of U.S. counsel the Indemnity Escrow Agreement as executed by each Seller; (v) an executed counterpart of the Working Capital Escrow Agreement as executed by each Seller; and (vi) all other documents and instruments required to be delivered by Sellers pursuant to this Agreement or any Ancillary Agreement to which Seller is or is required to be a party, including those set forth in Section 7.2, and any other document or instrument reasonably requested by Purchaser. (b) The Company shall deliver to Purchaser all documents and instruments required to be delivered by the Company addressed pursuant to this Agreement or any Ancillary Agreement to which the BuyerCompany is or is required to be a party, providing that including those set forth in Section 7.2. (c) Purchaser shall deliver the issuance, sale following documents and delivery deliverables to the Buyer of the Units have been duly authorized by all necessary corporate action and (i) upon issuance against payment therefor and delivery to the Buyer, each Seller: (A) An amount equal to such Seller’s Applicable Portion of the Common Stock included Cash Payment, by wire transfer to an account specified by such Seller in such Units will be validly issued, fully paid and non-assessable writing to Purchaser no less than three (3) Business Days prior to the Closing Date and (B) the Warrants will be valid and binding obligations stock certificates evidencing shares representing all of such Seller’s Applicable Portion of the Company Stock Payment, duly endorsed in blank, or accompanied by stock powers duly executed in blank and with all required stock transfer tax stamps affixed; (ii) assuming issuance an executed counterpart of the Warrant Shares upon the exercise Indemnity Escrow Agreement as executed by Purchaser; (iii) an executed counterpart of the Warrant in accordance with the terms of the Warrant, the Warrant Shares will be validly issued, fully paid and non-assessableWorking Capital Escrow Agreement as executed by Purchaser; and (viv) An opinion all other documents and instruments required to be delivered by Purchaser pursuant to Section 7.3. (d) Purchaser shall deliver to each Person (other than Sellers) holding shares of Canadian counsel common stock of the Company at the Closing, which Persons, if any, shall be identified by the Company at least two (2) Business Days prior to the Company addressed Closing, an amount in cash equal to the Buyer, providing that Per Share Purchase Price multiplied by the issuance number of Shares held by such Person at the Units is exempt from the prospectus requirements under Ontario securities laws, that such securities are subject to restrictions on transfer under Ontario securities law and that the Common Stock included in such Units and the Warrant Shares are conditionally approved for listing on the TSXClosing.

Deliveries at Closing. Buyer (a) At the Closing, the Seller shall have received from deliver and cause the Company each of Selling Subs to deliver to the deliveries set forth belowPurchaser and the Purchasing Subs: (i) At the Closing, certificates representing the shares of Common Stock and Warrants, comprising the Units, duly and validly issued in favor of Buyer and otherwise executed instruments or other evidence sufficient to vest in Buyer good title transfer to the shares of Common Stock Purchaser and Warrants comprising the UnitsPurchasing Subs the Interests; (ii) At duly executed bills of sale, substantially in the Closingform of Exhibit A attached hereto, a certificate issued transferring the Acquired Assets to the Purchaser and the Purchasing Subs; (iii) all other conveyance documents reasonably necessary to transfer to the Purchaser and the Purchasing Subs the Acquired Assets, including special warranty deeds regarding the Owned Real Property purchased by the secretary or an assistant secretary Purchaser and the Purchasing Subs; (iv) the Acquired Assets, by making the Acquired Assets available to the Purchaser and the Purchasing Subs at their locations as of the Company, dated the Closing Date; (v) an assignment and assumption agreement (the “Assignment and Assumption Agreement”) substantially in the form of Exhibit B attached hereto, evidencing the assignment and assumption by the Purchaser of the Assumed Liabilities, duly executed by the Seller and the Selling Subs; (vi) a transition services agreement to be entered into between the Seller and the Purchaser (the “Transition Services Agreement”) in form and substance reasonably acceptable to the Purchaser and the Seller and to be agreed upon within fifty (50) days after the date of this Agreement; (vii) a disposal agreement to be entered into between the Seller and the Purchaser (the “Disposal Agreement”), substantially in the form of Exhibit C attached hereto, duly executed by Seller; (viii) a sales agency agreement to be entered into between the Seller and the Purchaser (the “Sales Agency Agreement”), in form and substance reasonably satisfactory acceptable to Buyerthe Purchaser and the Seller and to be agreed upon within fifty (50) days after the date of this Agreement; (ix) an escrow agreement to be entered into among the Seller, certifying on behalf the Purchaser and the Escrow Agent (the “Escrow Agreement”), in form and substance reasonably acceptable to the Purchaser and the Seller and to be agreed upon within fifty (50) days after the date of this Agreement; (x) a certified copy of the Company Bidding Procedures Order; (ixi) the resolutions a certified copy of the board Section 363/365 Order and, if applicable, the Confirmation Order; (xii) customary instruments of directors assignment or transfer, in form suitable for recording in the applicable office or bureau, with respect to each trademark, copyright, or other item of Intellectual Property requiring such an assignment and transferred to the Purchaser and the Purchasing Subs hereunder; (xiii) certificates of tax and legal good standing (to the extent available in the Transferred Subs’ jurisdiction of organization) and releases from secured lenders evidencing that the non-domestic Transferred Subs are in good standing (if appropriate) and that the secured lenders of the Company authorizing non-domestic Transferred Subs have released their security interests on the execution, delivery assets of such Transferred Subs and performance on the issued and outstanding equity interests of such Transferred Subs; (xiv) opinions of the Seller’s Canadian counsel with respect to this Agreement and the issuance of Transferred Subs in form and substance reasonably acceptable to the Units, Purchaser and its counsel; and (iixv) all other previously undelivered certificates and other documents required to be delivered by the incumbency and signature of Seller to the authorized signatory of the Company executing this Agreement, (iii) the amended and restated certificate of incorporation and bylaws of the Company, as in effect on Purchaser at or prior to the Closing Date, and (iv) that Date in connection with the condition to closing set forth in Section 6.1(c) has been met;Acquisition. (iiib) At the Closing, the Registration Rights Agreement, Purchaser shall deliver to the Seller: (i) the Unadjusted Cash Purchase Price by wire transfer in immediately available funds to an account or accounts designated by the Seller; (ii) the Assignment and Assumption Agreement duly executed by the CompanyPurchaser; (iii) the Transition Services Agreement duly executed by the Purchaser; (iv) An opinion of U.S. counsel to the Company addressed to Disposal Agreement duly executed by the Buyer, providing that the issuance, sale and delivery to the Buyer of the Units have been duly authorized by all necessary corporate action and Purchaser; (i) upon issuance against payment therefor and delivery to the Buyer, (Av) the Common Stock included in such Units will be validly issued, fully paid and non-assessable and Sales Agency Agreement duly executed by the Purchaser; (Bvi) the Warrants will be valid and binding obligations of Escrow Agreement duly executed by the Company and (ii) assuming issuance of the Warrant Shares upon the exercise of the Warrant in accordance with the terms of the Warrant, the Warrant Shares will be validly issued, fully paid and non-assessablePurchaser; and (vvii) An opinion of Canadian counsel all other previously undelivered certificates and other documents required to be delivered by the Purchaser to the Company addressed Seller at or prior to the Buyer, providing that Closing Date in connection with the issuance of the Units is exempt from the prospectus requirements under Ontario securities laws, that such securities are subject to restrictions on transfer under Ontario securities law and that the Common Stock included in such Units and the Warrant Shares are conditionally approved for listing on the TSXAcquisition.

Deliveries at Closing. Buyer shall have received from At each Closing the Company shall deliver to the Purchasers: (a) the original of this Agreement; (b) Bridge Notes in definitive form with attached Repricing Warrants, registered in the name of each Purchaser, or the designee of such Purchaser, representing the Purchased Bridge Notes purchased by such Purchaser; (c) Warrants in definitive form, registered in the name of each Purchaser, or the designee of such Purchaser; (d) Callable Warrants in definitive form, registered in the name of each Purchaser, or the designee of such Purchaser; (e) a copy of the Registration Rights Agreement; (f) a copy of the Escrow Agreement in substantially the form of EXHIBIT E hereto (the "ESCROW AGREEMENT"); (g) a Guaranty Agreement executed by each of the deliveries set forth below:Company and its parent, The Global Tracker Corporation, a Canadian corporation, as guarantor thereunder (the "PARENT GUARANTY"); (h) a Security Agreement executed by The Global Tracker Corporation, which is giving a security interest in all its assets as additional security for the Bridge Notes issued hereunder; (i) At a Guaranty Agreement executed by the Closing, certificates representing the Company and Jay S. Stulberg ▇▇ ▇▇▇▇▇▇▇▇▇ thereunder and an accompanying Stock Pledge Agreement executed by Jay S. Stulber▇ ▇▇ ▇▇▇▇▇▇▇ ▇▇ certain shares or rights to acquire shares of Common Stock of the Company for a particular Closing; (j) a Guaranty Agreement executed by the Company and Warrants, comprising the Units, duly Bruce I. Lewis ▇▇ ▇▇▇▇▇▇▇▇▇ thereunder and validly issued in favor an accompanying Stock Pledge Agreement executed by Bruce I. Lewi▇ ▇▇ ▇▇▇▇▇▇▇ of Buyer and otherwise sufficient certain shares or rights to vest in Buyer good title to the acquire shares of Common Stock and Warrants comprising the Units; (ii) At the Closing, a certificate issued by the secretary or an assistant secretary of the Company, dated the Closing Date, in form and substance reasonably satisfactory to Buyer, certifying on behalf of the Company (ithe shares and option rights pledged by each of Stulberg and ▇▇▇▇▇ ▇re her▇▇▇▇▇ter referred to as the "FIRST CLOSING PLEDGED SHARES") for a particular Closing, along with share certificates representing the Pledged Shares; (k) a copy of the opinion of counsel to the Company, in substantially the form of EXHIBIT F hereto; (l) a copy of the Irrevocable Transfer Agent Instructions, in substantially the form of EXHIBIT G hereto, (the "TRANSFER AGENT INSTRUCTIONS"); (m) the resolutions of the board of directors Compliance Certificate of the Company authorizing (the execution, delivery and performance of this Agreement and the issuance of the Units, (ii) the incumbency and signature of the authorized signatory of the Company executing this Agreement, (iii) the amended and restated certificate of incorporation and bylaws of the Company, as in effect on the Closing Date, and (iv) that the condition to closing set forth in Section 6.1(c) has been met; (iii) At the Closing, the Registration Rights Agreement, duly executed by the Company; (iv) An opinion of U.S. counsel to the Company addressed to the Buyer, providing that the issuance, sale and delivery to the Buyer of the Units have been duly authorized by all necessary corporate action and (i) upon issuance against payment therefor and delivery to the Buyer, (A) the Common Stock included in such Units will be validly issued, fully paid and non-assessable and (B) the Warrants will be valid and binding obligations of the Company and (ii) assuming issuance of the Warrant Shares upon the exercise of the Warrant in accordance with the terms of the Warrant, the Warrant Shares will be validly issued, fully paid and non-assessable"COMPLIANCE CERTIFICATE"); and (vn) An opinion the Secretary Certificate of Canadian counsel to the Company addressed to (the Buyer, providing that the issuance of the Units is exempt from the prospectus requirements under Ontario securities laws, that such securities are subject to restrictions on transfer under Ontario securities law and that the Common Stock included in such Units and the Warrant Shares are conditionally approved for listing on the TSX"SECRETARY CERTIFICATE").

Deliveries at Closing. Buyer shall have received from (a) In addition to the Company each of other items required pursuant hereto, including without limitation the deliveries set forth documents and items required under Article VII below: (i) At , at the Closing, certificates representing each Seller shall deliver or cause a representative of all Sellers (the shares of Common Stock and Warrants"Custodian") to deliver, comprising as the Unitscase may be, duly and validly issued in favor of Buyer and otherwise sufficient to vest in Buyer good title to S1 Holdings the shares of Common Stock and Warrants comprising following: 1. If the Units; (ii) At the ClosingSeller is not a natural person, a certificate issued copy of the resolutions or other corporate documentation, certified by the secretary or an assistant secretary Secretary (or, if the Seller is a partnership, a general partner) of such Seller as being true, correct and complete and then in full force and effect, authorizing the Transaction, the execution, delivery and performance of this Agreement by the Seller, and the performance of the CompanySeller's obligations hereunder. 2. A certificate of the Seller certifying that the representations and warranties of such Seller made herein are true, dated complete and correct as of the date of this Agreement and are true and correct as of the Closing Date, and that such Seller has performed and complied with all covenants and agreements required to be performed or complied with by him or it on or prior to the Closing. 3. Such other certificates, instruments or documents as S1 Holdings may reasonably request in form order to effect and substance reasonably satisfactory document the transactions contemplated hereby. 4. The irrevocable instruction of each Seller to Buyer, certifying on behalf record in the share registry of FICS the transfer of its FICS Securities to S1 Holdings. 5. An update of the Company Seller Disclosure Schedule reflecting any change required as if the Agreement were being executed as of the date of the Closing. (ib) In addition to the other items required pursuant hereto, including without limitation the documents and items required under Article VII below, at the Closing, FICS shall deliver, or cause to be delivered, as the case may be, to S1 Holdings the following: 1. A copy of the resolutions of the board Board of directors Directors of FICS, certified by the Company Secretary of FICS as being true, correct and complete and then in full force and effect, authorizing the execution, delivery and performance of this Agreement by FICS, and the issuance performance of FICS' obligations hereunder. 2. A certificate of FICS signed by the managing director of FICS certifying that the representations and warranties of FICS made herein are true, complete and correct as of the Units, (ii) the incumbency date of this Agreement and signature are true and correct as of the authorized signatory of the Company executing this Agreement, (iii) the amended and restated certificate of incorporation and bylaws of the Company, as in effect on the Closing Date, and (iv) that FICS has performed and complied with all covenants and agreements required to be performed or complied with by it on or prior to the condition Closing. 3. Such other certificates, instruments or documents as S1 Holdings may reasonably request in order to closing set forth in Section 6.1(c) has been met;effect and document the transactions contemplated hereby. 4. An update of the FICS Disclosure Schedule reflecting any change required as if the Agreement were being executed as of the date of the Closing. 5. The stock transfer register of FICS, certified by the Managing Director of FICS as then being true, accurate and complete. (iiic) At In addition to the other items required pursuant hereto, including without limitation the documents and items required under Article VII below, at the Closing, S1 Holdings shall deliver, or cause to be delivered, as the Registration Rights Agreementcase may be, duly executed to each Seller the following: 1. A copy of the resolutions of the Board of Directors of S1 Holdings, certified by the Company;Managing Director of S1 Holdings as being true, correct and complete and then in full force and effect, authorizing the Transaction, the execution, delivery and performance of this Agreement by S1 Holdings, and the performance of S1 Holdings' obligations hereunder. 2. Such other certificates, instruments or documents as the Sellers may reasonably request in order to effect and document the transactions contemplated hereby. 3. The Initial Payment. (ivd) An opinion of U.S. counsel In addition to the Company addressed other items required pursuant hereto, including without limitation the documents and items required under Article VII below, at the Closing, S1 shall deliver, or cause to be delivered, as the case may be, to each Seller the following: 1. A copy of the resolutions of the Board of Directors of S1, certified by the Secretary of S1 as being true, correct and complete and then in full force and effect, authorizing the Transaction, the execution, delivery and performance of this Agreement by S1, and the performance of S1's obligations hereunder. 2. A certificate of S1 signed by the President of S1 certifying that the representations and warranties of S1 made herein are true, complete and correct as of the date of this Agreement and are true and correct as of the Closing Date, and S1 has performed and complied with all covenants and agreements required to be performed or complied with by it on or prior to the BuyerClosing. 3. Such other certificates, providing that instruments or documents as the issuance, sale Sellers may reasonably request in order to effect and delivery to document the Buyer of the Units have been duly authorized by all necessary corporate action and (i) upon issuance against payment therefor and delivery to the Buyer, (A) the Common Stock included in such Units will be validly issued, fully paid and non-assessable and (B) the Warrants will be valid and binding obligations of the Company and (ii) assuming issuance of the Warrant Shares upon the exercise of the Warrant in accordance with the terms of the Warrant, the Warrant Shares will be validly issued, fully paid and non-assessable; and (v) An opinion of Canadian counsel to the Company addressed to the Buyer, providing that the issuance of the Units is exempt from the prospectus requirements under Ontario securities laws, that such securities are subject to restrictions on transfer under Ontario securities law and that the Common Stock included in such Units and the Warrant Shares are conditionally approved for listing on the TSXtransactions contemplated hereby.

Deliveries at Closing. Buyer shall have received from the Company each of the deliveries set forth below: (i) At the Closing, certificates representing the shares of Common Stock and Warrants, comprising the Units, duly and validly issued in favor of Buyer and otherwise sufficient to vest in Buyer good title to the shares of Common Stock and Warrants comprising the Units; (ii) At the Closing, a certificate issued by the secretary or an assistant secretary of the Company, dated the Closing Date, in form and substance reasonably satisfactory to Buyer, certifying on behalf of the Company (i) the resolutions of the board of directors of the Company authorizing the execution, delivery and performance of this Agreement and the issuance of the Units, (ii) the incumbency and signature of the authorized signatory of the Company executing this Agreement, (iii) the amended and restated certificate of incorporation and bylaws of the Company, as in effect on the Closing Date, and (iv) that the condition to closing set forth in Section 6.1(c) has been met; (iiia) At the Closing, the Registration Rights AgreementSeller will deliver or caused to be delivered to the Buyer: (i) all the Transaction Documents to which the Seller is a party, duly executed by the CompanySeller; (ii) possession or control of all of the Acquired Assets, including, without limitation the Tangible Personal Property and Inventories; (iii) A certificate signed by the Managing Member of the Seller, and dated as of the Closing date, certifying: (A) as true, correct and complete, a copy of the Seller’s Certificate of Formation as filed with the Delaware Secretary of State, attached thereto; (B) as true, correct and complete, a copy of Seller’s Limited Liability Company Agreement, attached thereto; (C) as true, correct and complete, a copy of resolutions duly adopted by the members of the Seller approving and authorizing Seller’s execution and delivery of this Agreement and the Transaction Documents to be executed and delivered by Seller and the performance by Seller of its obligations hereunder and thereunder and the consummation by the Seller of the transactions hereby and thereby, attached thereto, (D) that the Representations and Warranties of the Seller hereunder are true, correct and complete in all material respect, and (E) to the incumbency of each officer of Seller that has executed this Agreement or any of the Transaction Documents to which the Seller is a party, on behalf of or in the name of the Seller; and (iv) An opinion Such other documents and instruments, including but not limited to additional documents of U.S. counsel transfer or assignment with respect to the Company addressed Acquired Assets, as Buyer or its counsel may reasonably request in furtherance of the consummation of the transactions contemplated by this Agreement. (b) At the Closing, the Buyer will deliver or cause to be delivered to Seller: (i) the Closing Payment to the Payment Account; (ii) a certificate signed by the Managing Member of Buyer, providing that and dated as of the issuanceClosing Date, sale certifying: (A) as true, correct and complete, a copy of resolutions duly adopted by the members of the Buyer approving and authorizing Buyer’s execution and delivery of this Agreement and the Transaction Documents to be executed and delivered by Buyer and the performance by Buyer of its obligations hereunder and thereunder and the consummation by the Buyer of the Units have been duly authorized by transactions hereby and thereby, attached thereto, (B) that the Representations and Warranties of the Buyer hereunder are true, correct and complete in all necessary corporate action material respects, and (iC) upon issuance against payment therefor and delivery to the incumbency of each officer of Buyer that has executed this Agreement or any of the Transaction Documents to which the Buyer is a party, on behalf of or in the name of the Buyer, (A) the Common Stock included in such Units will be validly issued, fully paid and non-assessable and (B) the Warrants will be valid and binding obligations of the Company and (ii) assuming issuance of the Warrant Shares upon the exercise of the Warrant in accordance with the terms of the Warrant, the Warrant Shares will be validly issued, fully paid and non-assessable; and (viii) An opinion such other documents and instruments as Seller or Seller’s counsel may reasonably request in furtherance of Canadian counsel the consummation of the transaction contemplated by this Agreement. (c) On the Closing Date, the Buyer will deliver or cause to be delivered the Escrowed Amount to the Company addressed to the Buyer, providing that the issuance of the Units is exempt from the prospectus requirements under Ontario securities laws, that such securities are subject to restrictions on transfer under Ontario securities law and that the Common Stock included in such Units and the Warrant Shares are conditionally approved for listing on the TSXEscrow Account.

Deliveries at Closing. Buyer shall have received from At the Company Closing: (a) Purchaser will pay the Cash Payment to Seller; (b) Harbin will transfer the Stock Payment to Seller; (c) Seller will endorse and deliver to Purchaser any certificates of title necessary to effect or record the transfer of any Assets for which ownership is evidenced by a certificate of title (each of which is listed on Schedule 2.7(c)) and any similar documentation as may be necessary or appropriate under the deliveries set forth below:PRC Laws to yield a similar effect; (d) Seller will execute and deliver to Purchaser a B▇▇▇ of Sale conveying the Assets to Purchaser, in the form attached hereto as Exhibit B, and any similar documentation as may be necessary or appropriate under the PRC Laws to yield a similar effect; (e) Seller and Purchaser will execute and deliver to each other a Patent and Patent Application Assignment Agreement conveying the Patents and Patent applications included within the Assets, in the form attached hereto as Exhibit C and any similar documentation as may be necessary or appropriate under the PRC Laws to yield a similar effect; (f) Seller and Purchaser will execute and deliver to each other an Assignment of Intellectual Property conveying the Intellectual Property included within the Assets, in the form attached hereto as Exhibit D, and any similar documentation as may be necessary or appropriate under the PRC Laws to yield a similar effect; (g) Purchaser and Seller will execute and deliver to each other an Assignment and Assumption Agreement evidencing the assumption by Purchaser of the Assumed Liabilities, in the form attached hereto as Exhibit E, and any similar documentation as may be necessary or appropriate under the PRC Laws to yield a similar effect; (h) Seller will execute and deliver to Purchaser such other assignments, releases, Consents to assignment and other instruments of sale, conveyance, assignment, assumption and transfer satisfactory in form and in substance to Purchaser as reasonably requested by Purchaser in order to convey to Purchaser all right, title and interest in and to the Assets in the manner provided for in this Agreement; (i) At Seller will deliver to Purchaser the Closingoriginals or copies of all of Seller’s books, certificates representing records, ledgers, disks, proprietary information and other data included within the shares Assets and all other written or electronic depositories of Common Stock and Warrants, comprising the Units, duly and validly issued in favor of Buyer and otherwise sufficient to vest in Buyer good title information relating to the shares Assets and Seller, including a “snap shot” copy in a format reasonably requested by Purchaser of Common Stock and Warrants comprising the Units; (ii) At the Closing, a certificate issued all data stored by the secretary or an assistant secretary of the Company, dated the Closing Date, in form and substance reasonably satisfactory to Buyer, certifying on behalf of the Company (i) the resolutions of the board of directors of the Company authorizing the execution, delivery and performance of this Agreement and the issuance of the Units, (ii) the incumbency and signature of the authorized signatory of the Company executing this Agreement, (iii) the amended and restated certificate of incorporation and bylaws of the Company, as in effect on the Closing Date, and (iv) that the condition to closing set forth in Section 6.1(c) has been met; (iii) At the Closing, the Registration Rights Agreement, duly executed by the Company; (iv) An opinion of U.S. counsel to the Company addressed to the Buyer, providing that the issuance, sale and delivery to the Buyer of the Units have been duly authorized by all necessary corporate action and (i) upon issuance against payment therefor and delivery to the Buyer, (A) the Common Stock included in such Units will be validly issued, fully paid and non-assessable and (B) the Warrants will be valid and binding obligations of the Company and (ii) assuming issuance of the Warrant Shares upon the exercise of the Warrant in accordance with the terms of the Warrant, the Warrant Shares will be validly issued, fully paid and non-assessableSeller using Seller’s accounting software; and (vj) An opinion the Purchaser and Seller will execute and deliver the documents required to be delivered by each of Canadian counsel them pursuant to the Company addressed to the Buyer, providing that the issuance of the Units is exempt from the prospectus requirements under Ontario securities laws, that such securities are subject to restrictions on transfer under Ontario securities law and that the Common Stock included in such Units and the Warrant Shares are conditionally approved for listing on the TSXArticle VI.

Deliveries at Closing. Buyer shall have received from At the Company each of the deliveries set forth below: First Closing, (i) At Seller will deliver to Buyer (A) the Closing, certificates stock certificate(s) representing the shares Holdings Shares and all of Common Stock Seller’s right, title and Warrantsinterest thereto and therein, comprising free and clear of all Liens, endorsed in blank or accompanied by a duly executed assignment document, (B) a duly executed certificate to the Unitseffect that Holdings is not a “United States real property holding corporation” within the meaning of Section 897(c)(2) of the Code (the “FIRPTA Statement”), and (C) the Limited Guaranty, duly and validly issued in favor of Buyer and otherwise sufficient to vest in Buyer good title to the shares of Common Stock and Warrants comprising the Units; (ii) At the Closing, a certificate issued executed by the secretary or an assistant secretary of the Company, dated the Closing Date, in form and substance reasonably satisfactory to Buyer, certifying on behalf of the Company (i) the resolutions of the board of directors of the Company authorizing the execution, delivery and performance of this Agreement and the issuance of the UnitsEnstar, (ii) the incumbency and signature of the authorized signatory of the Company executing this Agreement, (iii) the amended and restated certificate of incorporation and bylaws of the Company, as in effect on the Closing Date, and (iv) that the condition Buyer will deliver to closing set forth in Section 6.1(c) has been met; (iii) At the Closing, the Registration Rights Agreement, duly executed by the Company; (iv) An opinion of U.S. counsel to the Company addressed to the Buyer, providing that the issuance, sale and delivery to the Buyer of the Units have been duly authorized by all necessary corporate action and (i) upon issuance against payment therefor and delivery to the Buyer, Seller (A) the Common Stock included Holdings Purchase Price as specified in such Units will be validly issued, fully paid and non-assessable Section 2(b) and (B) the Warrants Limited Guaranty, duly executed by Buyer, and (iii) each Party will be valid and binding obligations deliver to the other Party a counterpart of the Company Transition Services Agreement, the PLIC NY Transition Services Agreement, the Facility Sharing Agreement and the Assignment and Assumption of Lease (together with this Agreement, the Transition Services Agreement, the PLIC NY Transition Services Agreement, the Facility Sharing Agreement, the Limited Guaranty, the FIRPTA Statement, and the PLIC NY SPA, the “Transaction Documents”), in each case duly executed by such Party or its Affiliate, as applicable. At the Second Closing, (1) Seller will deliver to Buyer the stock certificate representing the PLIC NY Shares and all of Seller’s right, title and interest thereto and therein, free and clear of all Liens, endorsed in blank or accompanied by a duly executed assignment document, and (2) Buyer will deliver to Seller the PLIC NY Purchase Price as specified in Section 2(b).” (c) Section 5(b)(i) of the Amended Agreement is hereby amended to delete the last sentence added in Section 1(f) of Amendment No. 1 and replace it with the following: “Notwithstanding the foregoing, Buyer will file an Application for Approval of Acquisition of Control of PLIC NY with the New York State Department of Financial Services by the later of (i) August 31, 2017 or (ii) assuming issuance fifteen (15) days following the New York State Department of Financial Services’ approval or disapproval of the Warrant Shares upon the exercise acquisition of the Warrant in accordance with the terms of the Warrant, the Warrant Shares will be validly issued, fully paid and non-assessable; and (v) An opinion of Canadian counsel to the Company addressed to the Buyer, providing PLIC NY by Seller or determination that the issuance of the Units such acquisition is exempt from N.Y. Ins. Laws § 1506.” (d) Section 5(j) of the prospectus requirements under Ontario securities laws, that such securities are subject to restrictions on transfer under Ontario securities law Amended Agreement is hereby amended and that the Common Stock included in such Units and the Warrant Shares are conditionally approved for listing on the TSX.restated as follows:

Deliveries at Closing. Buyer (a) On the Closing Date (or prior to the Closing Date where indicated), Seller shall, at its sole cost and expense, execute (where applicable) and deliver, or shall have received from cause its Subsidiaries to deliver, in each case, unless the Company each delivery of the deliveries set forth belowsuch item is waived by Purchaser: (i) At to Purchaser or its designees, the ClosingPurchased Assets and Seller Licensed Intellectual Property, certificates representing in the shares of Common Stock manner and Warrantsform, comprising the Units, duly and validly issued in favor of Buyer and otherwise sufficient to vest in Buyer good title to the shares of Common Stock and Warrants comprising the Unitslocations reasonably specified by Purchaser; (ii) At the Closingto Purchaser, duly executed counterparts to each Transaction Document to which Seller or any of its Subsidiaries is a certificate issued by the secretary or an assistant secretary of the Company, dated the Closing Date, in form and substance reasonably satisfactory to Buyer, certifying on behalf of the Company (i) the resolutions of the board of directors of the Company authorizing the execution, delivery and performance of this Agreement and the issuance of the Units, (ii) the incumbency and signature of the authorized signatory of the Company executing this Agreement, (iii) the amended and restated certificate of incorporation and bylaws of the Company, as in effect on the Closing Date, and (iv) that the condition to closing set forth in Section 6.1(c) has been metparty; (iii) At to Purchaser, evidence reasonably satisfactory to Purchaser that each of the Closing, the Registration Rights Agreement, duly executed by the CompanyRequired Third Party Consents has been obtained; (iv) An opinion to Purchaser, evidence reasonably satisfactory to Purchaser that each of U.S. counsel the Required Approvals has been obtained; (v) to Purchaser, a certificate executed by a duly authorized officer of Seller, dated as of the Closing Date, certifying that each of the conditions set forth in Sections 6.1(a) and 6.1(e) have been satisfied , and that, to the Company addressed to Knowledge of Seller, the Buyer, providing that the issuance, sale conditions set forth in Sections 6.1(d) and delivery to the Buyer of the Units 6.1(f) have been duly authorized by satisfied; (vi) to Purchaser, evidence reasonably satisfactory to Purchaser that all necessary corporate action and Encumbrances (iother than Permitted Encumbrances) upon issuance against payment therefor and delivery to on the Buyer, (A) the Common Stock included in such Units will be validly issued, fully paid and non-assessable and (B) the Warrants will be valid and binding obligations of the Company and (ii) assuming issuance of the Warrant Shares upon the exercise of the Warrant in accordance with the terms of the Warrant, the Warrant Shares will be validly issued, fully paid and non-assessablePurchased Assets have been released; and (vvii) An opinion to Purchaser, evidence reasonably satisfactory to Purchaser that the Transferred Permits have been transferred to Purchaser free of Canadian counsel any additional conditions or requirements (by assignment from Seller, to the Company addressed extent indicated on Schedule 1.1(b), or by new issuance to Purchaser). (b) On the Closing Date, Purchaser shall execute (where applicable) and deliver, or cause to be delivered: (i) to Seller, the Closing Cash Consideration, by wire transfer of immediately available funds to an account number provided to Purchaser by Seller at least five (5) Business Days prior to the BuyerClosing; (ii) to Seller, providing that the issuance a certificate executed by a duly authorized signatory of Purchaser, dated as of the Units Closing Date, certifying that each of the conditions set forth in Section 6.2(a) has been satisfied , and that, to the knowledge of Purchaser, the condition set forth in Section 6.2(c) has been satisfied; and (iii) to Seller, duly executed counterparts to each Transaction Document to which it is exempt from the prospectus requirements under Ontario securities laws, that such securities are subject to restrictions on transfer under Ontario securities law and that the Common Stock included in such Units and the Warrant Shares are conditionally approved for listing on the TSXa party.

Deliveries at Closing. Buyer (a) At the Closing, Sellers shall have received from deliver to Purchaser, or cause the Company each of delivery to Purchaser of, the deliveries set forth belowfollowing: (i) At the Closing, certificates representing the shares A certificate of Common Stock and Warrants, comprising the Units, duly and validly issued in favor an authorized representative of Buyer and otherwise sufficient to vest in Buyer good title to the shares of Common Stock and Warrants comprising the Units; (ii) At the Closing, a certificate issued by the secretary or an assistant secretary of the Companyeach Seller, dated the Closing Date, in form certifying that attached thereto is a true and substance reasonably satisfactory to Buyercomplete copy of resolutions or limited partnership documentation, certifying on behalf of the Company (i) the resolutions of the board of directors of the Company as applicable, adopted by such Seller authorizing the execution, delivery and performance of this Agreement and the issuance of the Unitsdocuments and instruments to be executed and delivered by such Seller pursuant hereto, and that all such resolutions or limited partnership documentation, as applicable, are still in full force and effect and have not been amended or modified; (ii) A General Assignment, duly executed by the incumbency applicable Seller, assigning to Purchaser the Permits and signature Warranties and Assumed Business Agreements relating to the Facilities that are sold and transferred on the Closing Date; (iii) A separate Lease Termination, duly executed by the applicable Seller, for each Tenant Lease by which such Seller agrees to the termination of such Tenant Lease as of the authorized signatory Closing Date; (iv) A separate ▇▇▇▇ of Sale, duly executed by the applicable Seller, for each Facility conveyed by such Seller to Purchaser; (v) The Deeds, duly executed by the applicable Sellers, relating to the Facilities that are sold and transferred on the Closing Date; (vi) Releases of the Company executing leasehold mortgages or deeds of trust and other instruments that secure the repayment of the Term Mortgage Loan and the Emeritus Mortgage Loan; (vii) A statement executed by each Seller in form and substance acceptable under Section 1445 of the Internal Revenue Code, as amended, setting forth such Seller’s United States taxpayer identification number and certifying that Seller is not a “foreign person” as that term is used under Section 1445(b)(2) of the Internal Revenue Code, as amended; (viii) Copies of any engineering plans, drawings, specifications and blueprints in the possession of Sellers and relating to the Improvements; (ix) A closing statement executed by the applicable Sellers itemizing the Purchase Price and all adjustments thereto as provided herein; (x) An owner’s title affidavit substantially in the form of Exhibit I hereto duly executed by each applicable Seller relating to the Land and Improvements that are sold and transferred on the Closing Date and owned by such Seller; and (xi) In the event that the Emeritus Mortgage Loan is to be purchased by the Mortgage Loan Assignee as permitted by this Agreement, the Mortgage Assignment duly executed by HR. (iiib) At the amended and restated Closing, Purchaser shall deliver to Sellers or HR, as applicable, or cause the delivery to Sellers or HR, as applicable of, the following: (i) A certificate of incorporation the Secretary or an Assistant Secretary of Purchaser, dated the Closing Date, certifying that attached thereto is a true and bylaws complete copy of resolutions adopted by the board of directors of Purchaser authorizing the execution, delivery and performance of this Agreement and the documents and instruments to be executed and delivered by Purchaser pursuant hereto, and that all such resolutions are still in full force and effect and have not been amended or modified; (ii) The funds constituting the portion of the Company, as in effect Purchase Price allocable to the Facilities that are sold and transferred on the Closing Date, and (iv) that the condition to closing set forth in as required under Section 6.1(c) has been met2.3 hereof; (iii) At All unpaid amounts that are owed under the Closing, Term Mortgage Loan which are required to pay the Registration Rights Agreement, duly executed by Term Mortgage Loan in full as of the CompanyClosing Date; (iv) An opinion of U.S. counsel All unpaid amounts that are owed under the Emeritus Mortgage Loan which are required to pay the Company addressed to the Buyer, providing that the issuance, sale and delivery to the Buyer Emeritus Mortgage Loan in full as of the Units have been duly authorized by all necessary corporate action Closing Date, or, if the Emeritus Mortgage Loan is to be purchased and (i) upon issuance against payment therefor and delivery to sold as provided herein, the Buyer, (A) the Common Stock included in such Units will be validly issued, fully paid and non-assessable and (B) the Warrants will be valid and binding obligations purchase price of the Company and (ii) assuming issuance of Emeritus Mortgage Loan equal to all unpaid amounts under the Warrant Shares upon Emeritus Mortgage Loan that would be required to pay the exercise of the Warrant Emeritus Mortgage Loan in accordance with the terms of the Warrant, the Warrant Shares will be validly issued, fully paid and non-assessable; andfull; (v) An opinion A General Assignment, duly executed by Purchaser, by which Purchaser assumes the payment and performance of Canadian counsel the obligations of the applicable Seller under the Permits and Warranties and Assumed Business Agreements assigned to Purchaser thereby and relating to a Facility that is sold and transferred by such Seller on the Closing Date; (vi) A separate Lease Termination, duly executed by Purchaser, for each Tenant Lease by which the Tenant thereunder agrees to the Company addressed termination of such Tenant Lease; (vii) Executed waivers of the rights of first refusal under the Tenant Leases held by any Tenants (other than Purchaser) in a form acceptable to Sellers; (viii) A closing statement executed by Purchaser itemizing the Buyer, providing Purchase Price and all adjustments thereto as provided herein; (ix) In the event that the issuance of Emeritus Mortgage Loan is to be purchased by the Units is exempt from Mortgage Loan Assignee as permitted by this Agreement, the prospectus requirements under Ontario securities laws, that such securities are subject to restrictions on transfer under Ontario securities law and that Mortgage Assignment duly executed by the Common Stock included in such Units and the Warrant Shares are conditionally approved for listing on the TSXMortgage Loan Assignee.

Deliveries at Closing. Buyer shall have received from At the Company each of the deliveries set forth belowClosing: (i) At Available Money and Sellers, as the case may be, will deliver to Buyer: (A) the stock certificates representing all of the Available Money Shares, duly endorsed for transfer or accompanied by duly executed stock powers endorsed in blank; (B) the Covenants Not to Compete attached hereto as EXHIBIT B, executed by Howard Regen and Samuel Freshman; (▇) ▇ ▇▇▇▇ifica▇▇ ▇▇ the Secretary of Available Money certifying, as complete and accurate as of the Closing, certificates representing the shares of Common Stock and Warrants, comprising the Units, duly and validly issued in favor of Buyer and otherwise sufficient to vest in Buyer good title to the shares of Common Stock and Warrants comprising the Units; (ii) At the Closing, a certificate issued by the secretary or an assistant secretary attached copies of the Company, dated the Closing Date, in form and substance reasonably satisfactory to BuyerGoverning Documents of Available Money, certifying on behalf and attaching all requisite resolutions or actions of the Company (i) the resolutions of the Available Money's board of directors of approving the Company authorizing the execution, execution and delivery and performance of this Agreement and the issuance other Transaction Documents and the consummation of the UnitsContemplated Transactions and certifying to the incumbency and signatures of the officers of Available Money executing this Agreement and each of the other Transaction Documents; (D) certificates dated as of a date not earlier than ten (10) days immediately preceding the Closing Date as to the good standing of Available Money, executed by the appropriate officials of the State of Nevada and each jurisdiction in which Available Money is licensed or qualified to do business as a foreign corporation as specified in Schedule 6(a)(i); and (E) such other documents relating to the Contemplated Transactions as Buyer may reasonably request that are customary for similar transactions. (ii) the incumbency and signature of the authorized signatory of the Company executing this Agreement, (iii) the amended and restated certificate of incorporation and bylaws of the Company, as in effect on the Closing Date, and (iv) that the condition Buyer will deliver to closing set forth in Section 6.1(c) has been met;Sellers: (iii) At the Closing, the Registration Rights Agreement, duly executed by the Company; (iv) An opinion of U.S. counsel to the Company addressed to the Buyer, providing that the issuance, sale and delivery to the Buyer of the Units have been duly authorized by all necessary corporate action and (i) upon issuance against payment therefor and delivery to the Buyer, (A) the Common Stock included in such Units will be validly issued, fully paid and non-assessable and cash payments of the Purchase Price due at Closing; (B) the Warrants will be valid and binding obligations a certificate of the Company Secretary of Buyer certifying, as complete and (ii) assuming issuance accurate as of the Warrant Shares upon the exercise Closing, attached copies of the Warrant in accordance with Governing Documents of Buyer, certifying and attaching all requisite resolutions or actions of Buyer's board of directors approving the terms execution and delivery of this Agreement and the other Transaction Documents and the consummation of the WarrantContemplated Transactions and certifying to the incumbency and signatures of the officers of Buyer executing this Agreement and each of the other Transaction Documents; (C) certificate dated as of a date not earlier than ten (10) days immediately preceding the Closing Date as to the good standing of Buyer, executed by the Warrant Shares will be validly issued, fully paid and non-assessableappropriate officials of the its incorporating state as specified in Schedule 5(a)(i); and (vD) An opinion of Canadian counsel such other documents relating to the Company addressed to the Buyer, providing Contemplated Transactions as Sellers may reasonably request that the issuance of the Units is exempt from the prospectus requirements under Ontario securities laws, that such securities are subject to restrictions on transfer under Ontario securities law and that the Common Stock included in such Units and the Warrant Shares are conditionally approved customary for listing on the TSXsimilar transactions.

Deliveries at Closing. Buyer At the Closing: (a) Seller shall have received execute, acknowledge and deliver to Purchaser an Assignment and ▇▇▇▇ of Sale in substantially the form attached hereto as Exhibit B (the “Assignment and ▇▇▇▇ of Sale”), conveying the Assets to Purchaser as provided hereby and warranting title to the interests set forth on Exhibit A hereto against all claims by, through, or under Seller; (b) Seller and Purchaser shall execute, acknowledge, and deliver transfer orders or letters in lieu thereof prepared by Purchaser and directing all purchasers of production to make payment to Purchaser of proceeds attributable to the Assets with respect to periods from and after the Company each Effective Time; (c) Purchaser shall deliver the adjusted Purchase Price as provided in Article II; (d) Purchaser and Seller shall execute and deliver a settlement statement (the "Preliminary Settlement Statement") prepared by Seller and setting forth the Purchase Price and all adjustments thereto agreed upon by the parties, using the best information available, subject to Section 14.14; (e) Seller shall deliver to Purchaser possession of the deliveries set forth below:Assets; (f) Seller shall execute and deliver to Purchaser an affidavit attesting to its non-foreign status; (g) Seller shall deliver to Purchaser appropriate change of operator forms on those Assets operated by Seller; (h) Seller shall execute, acknowledge and deliver to Purchaser appropriate state and federal assignments of record title and operating rights where applicable; (i) At Seller shall deliver to Purchaser the Closing, certificates representing the shares of Common Stock and Warrants, comprising the Units, duly and validly issued in favor of Buyer and otherwise sufficient to vest in Buyer good title to the shares of Common Stock and Warrants comprising the UnitsSuspense Funds; (iij) At the Closing, a certificate issued by the secretary or an assistant secretary of the Company, dated the Closing Date, in form and substance reasonably satisfactory Seller shall deliver to Buyer, certifying on behalf of the Company (i) the resolutions of the board of directors of the Company authorizing the execution, delivery and performance of Purchaser evidence sufficient to show that this Agreement and the issuance of the Units, (ii) the incumbency and signature of the authorized signatory of the Company executing this Agreement, (iii) the amended and restated certificate of incorporation and bylaws of the Company, as in effect on the Closing Date, and (iv) that the condition to closing set forth in Section 6.1(c) has been met; (iii) At the Closing, the Registration Rights Agreement, duly executed by the Company; (iv) An opinion of U.S. counsel to the Company addressed to the Buyer, providing that the issuance, sale and delivery to the Buyer of the Units transactions contemplated hereby have been duly authorized approved by all necessary corporate action and (i) upon issuance against payment therefor and delivery to actions by the Buyer, (A) the Common Stock included in such Units will be validly issued, fully paid and non-assessable and (B) the Warrants will be valid and binding obligations managers or members of the Company and (ii) assuming issuance of the Warrant Shares upon the exercise of the Warrant in accordance with the terms of the Warrant, the Warrant Shares will be validly issued, fully paid and non-assessableSeller; and (vk) An opinion of Canadian counsel Purchaser and Seller shall execute such other instruments and take such other action as may be necessary to the Company addressed to the Buyer, providing that the issuance of the Units is exempt from the prospectus requirements carry out their respective obligations under Ontario securities laws, that such securities are subject to restrictions on transfer under Ontario securities law and that the Common Stock included in such Units and the Warrant Shares are conditionally approved for listing on the TSXthis Agreement.

Deliveries at Closing. Buyer shall have received from (a) On the Company Closing Date (or prior to the Closing Date where indicated), Seller Parent will execute (where applicable) and/or deliver to Purchaser, or will cause its Subsidiaries to execute and/or deliver to Purchaser, in each case, unless the delivery of the deliveries set forth belowsuch item is waived in writing by Purchaser: (i) At the Closing, certificates representing the shares duly executed counterparts to each Transaction Document to which any member of Common Stock and Warrants, comprising the Units, duly and validly issued in favor of Buyer and otherwise sufficient to vest in Buyer good title to the shares of Common Stock and Warrants comprising the UnitsSeller Group is a party; (ii) At the Closing, a certificate issued executed by the secretary or an assistant secretary a duly authorized officer of the CompanySeller Parent, dated as of the Closing Date, in form and substance reasonably satisfactory to Buyer, certifying on behalf that each of the Company (i) the resolutions of the board of directors of the Company authorizing the execution, delivery and performance of this Agreement and the issuance of the Units, (ii) the incumbency and signature of the authorized signatory of the Company executing this Agreement, (iii) the amended and restated certificate of incorporation and bylaws of the Company, as in effect on the Closing Date, and (iv) that the condition to closing conditions set forth in Section 6.1(c6.1(a) has and Section 6.1(e) have been metsatisfied; (iii) At certificates or book entry security entitlements representing all of the Closing, the Registration Rights Agreement, U.S. Acquired Company Equity and a share certificate or duly executed by share transfer form representing all of the CompanyCanada Acquired Company Equity; (iv) An opinion customary payoff and release letters with respect to any Indebtedness outstanding as of U.S. counsel to the Company addressed to the Buyer, providing that the issuance, sale and delivery to the Buyer Closing for borrowed money of the Units have been duly authorized by all necessary corporate action and (i) upon issuance against payment therefor and delivery Acquired Companies to the Buyer, (A) the Common Stock included in such Units will be validly issued, fully paid and nonthird-assessable and (B) the Warrants will be valid and binding obligations of the Company and (ii) assuming issuance of the Warrant Shares upon the exercise of the Warrant in accordance with the terms of the Warrant, the Warrant Shares will be validly issued, fully paid and non-assessableparty lenders; and (v) An opinion a statement in the form attached hereto as Exhibit A, signed under penalties of Canadian counsel perjury and dated no more than thirty (30) days prior to the Company addressed Closing Date, confirming that U.S. Seller is not a “foreign person” as defined in Section 1445 of the Code. (b) On the Closing Date, Purchaser or any Purchaser Designee, as the case may be, will execute (where applicable) and/or deliver to Seller Parent, or cause to be executed and/or delivered to Seller Parent (or the specified Seller Accounts, as applicable): (i) payment by Purchaser or any Purchaser Designee of the Estimated Closing Payment, by wire transfer of immediately available funds to the Buyerspecified Seller Accounts (and Purchaser or any Purchaser Designee shall make the other payments as required by Section 1.2(d)); (ii) duly executed counterparts to each Transaction Document to which Purchaser or any Purchaser Designee is a party; and (iii) a certificate executed by a duly authorized signatory of Purchaser, providing that the issuance dated as of the Units is exempt from Closing Date, certifying that each of the prospectus requirements under Ontario securities laws, that such securities are subject to restrictions on transfer under Ontario securities law and that the Common Stock included conditions set forth in such Units and the Warrant Shares are conditionally approved for listing on the TSXSection 6.2(a) has been satisfied.

Deliveries at Closing. Buyer The obligation of Ridgestone to make the Term Loan is further subject to the satisfaction on or before the Closing Date of each of the following express conditions precedent: (a) Ridgestone shall have received from the Company each of the deliveries set forth below:following (each to be properly executed, dated and completed), in form and substance satisfactory to Ridgestone and Borrower (or Guarantor, as applicable): (i) At the Closing, certificates representing the shares of Common Stock and Warrants, comprising the Units, duly and validly issued in favor of Buyer and otherwise sufficient to vest in Buyer good title to the shares of Common Stock and Warrants comprising the Unitsthis Agreement; (ii) At the Closing, Term Note; (iii) the Mortgage; (iv) the Leasehold Mortgage; (v) the Landlord Waiver; (vi) the Security Agreement; (vii) the Environmental Indemnity Agreement; (viii) the Guarantee Agreement; (ix) the USDA Guarantee; (x) the Intercreditor Agreement; (xi) the Acknowledgement; (xii) the Financing Statements; (xiii) a certificate issued by the secretary or of an assistant secretary officer of the Company, Borrower dated as of the Closing Date, in a form satisfactory to Ridgestone, as to: (A) the incumbency and substance signature of the officers of Borrower who have signed or will sign this Agreement, the Term Note and any other Loan Document; (B) the adoption and continued effect of resolutions in a form reasonably satisfactory to Buyer, certifying on behalf of the Company (i) the resolutions of the board of directors of the Company Ridgestone authorizing the execution, delivery and performance of this Agreement Agreement, the Term Note and the issuance other Loan Documents, together with copies of those resolutions; and (C) the accuracy and completeness of copies of the Unitsof the Articles of Incorporation and Bylaws of the Borrower, as amended to date; (iixiv) a certificate of an officer for the Guarantor dated as of the Closing Date, in a form satisfactory to Ridgestone, as to: (A) the incumbency and signature of the authorized signatory officer of the Company executing this Guarantor who has signed or will sign the Guaranty Agreement, the USDA Guarantee and any other Loan Document; (iiiB) the amended adoption and restated certificate continued effect of incorporation and bylaws resolutions of the Companydirectors of the Guarantor authorizing the execution, delivery and performance of the Guarantee Agreement, the USDA Guarantee and the other Loan Documents executed by the Guarantor, together with copies of those resolutions; and (C) the accuracy and completeness of copies of the Articles of Incorporation and Bylaws of the Guarantor, as in effect on amended to date; (xv) the Closing Date Balance Sheet showing the Borrower to have a tangible net worth of at least ten percent (10%) of the total, combined assets of the Borrower as of the Closing Date, and otherwise acceptable to Ridgestone in its discretion; (ivb) Ridgestone shall have received a commitment of title insurance covering Ridgestone’s interest in the Maine Property, together with such endorsements thereto as Ridgestone may reasonably require and as are generally available in the State in which the Maine Property is located at a commercially reasonable cost, written by a title insurance company reasonably acceptable to Ridgestone, on a current ALTA form in the total face amount of the Term Loan, insuring to Ridgestone that: (i) the Guarantor owns marketable, fee simple title to the Maine Property, subject only to the Permitted Liens; and (ii) Ridgestone holds a valid, first-lien mortgage on the Maine Property pursuant to the Mortgage. The Borrower shall pay for the title insurance commitment and the policy subsequently issued and all such endorsements thereto. (c) Ridgestone shall have received an ALTA improvement survey or surveys for the Maine Property, prepared within the past twelve (12) months by a surveyor licensed by the State in which the Maine Property is located, which survey shall be prepared in form satisfactory to the title company for the issuance of a lender’s policy of title for the Maine Property, as Ridgestone may require, with no exceptions for matters of survey, and shall meet the Minimum Standard Detail Requirements for ALTA/ACSM Land Title Surveys; (d) Ridgestone shall have received a certificates of the Delaware Department of State, the Maine Secretary of State and the Washington Secretary of State as to the good standing and existence of the Borrower, dated as of a recent date; (e) Ridgestone shall have received a certificate of the Wisconsin Department of Financial Institutions as to the good standing of the Guarantor, dated as of a recent date; (f) Ridgestone shall have received searches of the appropriate public offices demonstrating that no Lien or other charge or encumbrance is of record affecting the condition Borrower, its Subsidiaries, or their respective properties, except those which are Permitted Liens; (g) Ridgestone shall have received a certificate or certificates, as necessary, evidencing the insurance coverages required under this Agreement and the Collateral Documents; (h) Ridgestone shall have received a favorable opinion of Borrower’s counsel, in form and substance reasonably satisfactory to Ridgestone and its counsel; (i) Ridgestone will have been satisfied, in its commercially reasonable discretion, with its due diligence investigations of the Borrower, the Guarantor and their Subsidiaries; (j) Ridgestone shall have received the closing fee set forth in Section 6.1(c1.3(a) has and the USDA guarantee fee set forth in Section 1.3(b), and all reasonable fees and expenses of Ridgestone’s legal counsel (which fees and expenses are estimated not to exceed Twenty Five Thousand Dollars $25,000) shall have been metpaid or will be paid at Closing; (iiik) At Ridgestone shall have received payoff letters and/or lien releases, in form and substance satisfactory to Ridgestone, from the Closingholders of all Indebtedness which is not Permitted Indebtedness and all holders of Liens which are not Permitted Liens; (l) Ridgestone shall have received copies of all Material Agreements; (m) Ridgestone shall have received and approved all appraisals requested by Ridgestone; (n) USDA Rural Development will have approved the Term Loan and all Loan Documents required to be approved by the USDA; (o) Ridgestone shall have received a completed FEMA Form 81-93, “Standard Flood Hazard Determination,” for the Registration Rights Agreement, duly Maine Property; (p) the Borrower shall have established the Tax Escrow Account; (q) Ridgestone shall have received an Automatic Transfer Authorization executed by the Company; (iv) An opinion of U.S. counsel Borrower allowing Ridgestone to make payments toward the Company addressed to Term Loan via electronic transfers from the Buyer, providing that the issuance, sale and delivery to the Buyer of the Units have been duly authorized by all necessary corporate action and (i) upon issuance against payment therefor and delivery to the Buyer, (A) the Common Stock included in such Units will be validly issued, fully paid and non-assessable and (B) the Warrants will be valid and binding obligations of the Company and (ii) assuming issuance of the Warrant Shares upon the exercise of the Warrant in accordance with the terms of the Warrant, the Warrant Shares will be validly issued, fully paid and non-assessableBorrower’s operating or other deposit account maintained at Ridgestone or at other financial institutions; and (vr) An opinion of Canadian Ridgestone shall have received such other agreements, instruments, documents, certificates and opinions as Ridgestone or its counsel to the Company addressed to the Buyer, providing that the issuance of the Units is exempt from the prospectus requirements under Ontario securities laws, that such securities are subject to restrictions on transfer under Ontario securities law and that the Common Stock included in such Units and the Warrant Shares are conditionally approved for listing on the TSXmay reasonably request.

Deliveries at Closing. Buyer shall have received from the Company each of the deliveries set forth below: (i) At the Closing, certificates representing the shares of Common Stock and Warrants, comprising the Units, duly and validly issued in favor of Buyer and otherwise sufficient Purchaser shall deliver to vest in Buyer good title Seller: (1) an amount equal to the shares Estimated Purchase Price by wire transfer of Common Stock immediately available funds to an account designated by Seller; and (2) a certified copy of the resolutions of the board of directors (or similar body) of Purchaser authorizing Purchaser to enter into this Agreement and Warrants comprising to consummate the Units;transactions contemplated hereunder. (ii) At the Closing, a certificate issued Seller shall deliver to Purchaser: (1) written resignations of all officers and directors (or those individuals holding similar positions) of the Acquired Company, effective as of the Closing; (2) the Seller Parent Officer Certificate, duly executed by the secretary Chief Financial Officer of Seller; (3) a counterpart of each Ancillary Agreement to which Seller Parent, Seller or an assistant secretary Acquired Company is a party, duly executed by Seller Parent, Seller or Acquired Company; (4) original stock certificates representing the Shares, duly endorsed in blank for transfer to, or accompanied by duly executed stock transfer powers executed in favor of, Purchaser; (5) good standing (to the extent applicable in the particular jurisdiction) certificates for the Acquired Company from the jurisdiction of the Acquired Company’s organization and the jurisdictions in which the Acquired Company activities require it to qualify to do business; (6) an IRS Form W-9 of Seller, dated duly executed by Seller; (7) all Consents of Seller and the Closing DateAcquired Company set forth on Schedule 1.2(c)(ii)(7); (8) an electronic copy of the minute book and stock records (or comparable records) of the Acquired Company; and (9) a cross-receipt evidencing payment in full by Purchaser of the Estimated Purchase Price, and Seller’s receipt thereof, in form and substance reasonably satisfactory to Buyer, certifying on behalf of the Company (i) the resolutions of the board of directors of the Company authorizing the execution, delivery and performance of this Agreement and the issuance of the Units, (ii) the incumbency and signature of the authorized signatory of the Company executing this Agreement, (iii) the amended and restated certificate of incorporation and bylaws of the Company, as in effect on the Closing Date, and (iv) that the condition to closing set forth in Section 6.1(c) has been met; (iii) At the Closing, the Registration Rights Agreement, duly executed by the Company; (iv) An opinion of U.S. counsel to the Company addressed to the Buyer, providing that the issuance, sale and delivery to the Buyer of the Units have been duly authorized by all necessary corporate action and (i) upon issuance against payment therefor and delivery to the Buyer, (A) the Common Stock included in such Units will be validly issued, fully paid and non-assessable and (B) the Warrants will be valid and binding obligations of the Company and (ii) assuming issuance of the Warrant Shares upon the exercise of the Warrant in accordance with the terms of the Warrant, the Warrant Shares will be validly issued, fully paid and non-assessable; and (v) An opinion of Canadian counsel to the Company addressed to the Buyer, providing that the issuance of the Units is exempt from the prospectus requirements under Ontario securities laws, that such securities are subject to restrictions on transfer under Ontario securities law and that the Common Stock included in such Units and the Warrant Shares are conditionally approved for listing on the TSXPurchaser.

Deliveries at Closing. Buyer shall have received from (a) In addition to the Company each of other items required pursuant hereto, including without limitation the deliveries set forth documents and items required under Article VII below: (i) At , at the Closing, certificates representing each Seller shall deliver or cause a representative of all Sellers (the shares of Common Stock and Warrants"Custodian") to deliver, comprising as the Unitscase may be, duly and validly issued in favor of Buyer and otherwise sufficient to vest in Buyer good title to S1 Holdings the shares of Common Stock and Warrants comprising following: 1. If the Units; (ii) At the ClosingSeller is not a natural person, a certificate issued copy of the resolutions or other corporate documentation, certified by the secretary or an assistant secretary Secretary (or, if the Seller is a partnership, a general partner) of such Seller as being true, correct and complete and then in full force and effect, authorizing the Transaction, the execution, delivery and performance of this Agreement by the Seller, and the performance of the CompanySeller's obligations hereunder. 2. A certificate of the Seller certifying that the representations and warranties of such Seller made herein are true, dated complete and correct as of the date of this Agreement and are true and correct as of the Closing Date, and that such Seller has performed and complied with all covenants and agreements required to be performed or complied with by him or it on or prior to the Closing. 3. Such other certificates, instruments or documents as S1 Holdings may reasonably request in form order to effect and substance reasonably satisfactory document the transactions contemplated hereby. 4. The irrevocable instruction of each Seller to Buyer, certifying on behalf record in the share registry of FICS the transfer of its FICS Securities to S1 Holdings. 5. An update of the Company Seller Disclosure Schedule reflecting any change required as if the Agreement were being executed as of the date of the Closing. (ib) In addition to the other items required pursuant hereto, including without limitation the documents and items required under Article VII below, at the Closing, FICS shall deliver, or cause to be delivered, as the case may be, to S1 Holdings the following: 1. A copy of the resolutions of the board Board of directors Directors of FICS, certified by the Company Secretary of FICS as being true, correct and complete and then in full force and effect, authorizing the execution, delivery and performance of this Agreement by FICS, and the issuance performance of FICS' obligations hereunder. 2. A certificate of FICS signed by the managing director of FICS certifying that the representations and warranties of FICS made herein are true, complete and correct as of the Units, (ii) the incumbency date of this Agreement and signature are true and correct as of the authorized signatory of the Company executing this Agreement, (iii) the amended and restated certificate of incorporation and bylaws of the Company, as in effect on the Closing Date, and (iv) that FICS has performed and complied with all covenants and agreements required to be performed or complied with by it on or prior to the condition Closing. 3. Such other certificates, instruments or documents as S1 Holdings may reasonably request in order to closing set forth in Section 6.1(c) has been met;effect and document the transactions contemplated hereby. 4. An update of the FICS Disclosure Schedule reflecting any change required as if the Agreement were being executed as of the date of the Closing. 5. The stock transfer register of FICS, certified by the Managing Director of FICS as then being true, accurate and complete. (iiic) At In addition to the other items required pursuant hereto, including without limitation the documents and items required under Article VII below, at the Closing, S1 Holdings shall deliver, or cause to be delivered, as the Registration Rights Agreementcase may be, duly executed to each Seller the following: 1. A copy of the resolutions of the Board of Directors of S1 Holdings, certified by the Company;Managing Director of S1 Holdings as being true, correct and complete and then in full force and effect, authorizing the Transaction, the execution, delivery and performance of this Agreement by S1 Holdings, and the performance of S1 Holdings's obligations hereunder. 2. Such other certificates, instruments or documents as the Sellers may reasonably request in order to effect and document the transactions contemplated hereby. 3. The Transaction Consideration. (ivd) An opinion of U.S. counsel In addition to the Company addressed other items required pursuant hereto, including without limitation the documents and items required under Article VII below, at the Closing, S1 shall deliver, or cause to be delivered, as the case may be, to each Seller the following: 1. A copy of the resolutions of the Board of Directors of S1, certified by the Secretary of S1 as being true, correct and complete and then in full force and effect, authorizing the Transaction, the execution, delivery and performance of this Agreement by S1, and the performance of S1's obligations hereunder. 2. A certificate of S1 signed by the President of S1 certifying that the representations and warranties of S1 made herein are true, complete and correct as of the date of this Agreement and are true and correct as of the Closing Date, and S1 has performed and complied with all covenants and agreements required to be performed or complied with by it on or prior to the BuyerClosing. 3. Such other certificates, providing that instruments or documents as the issuance, sale Sellers may reasonably request in order to effect and delivery to document the Buyer of the Units have been duly authorized by all necessary corporate action and (i) upon issuance against payment therefor and delivery to the Buyer, (A) the Common Stock included in such Units will be validly issued, fully paid and non-assessable and (B) the Warrants will be valid and binding obligations of the Company and (ii) assuming issuance of the Warrant Shares upon the exercise of the Warrant in accordance with the terms of the Warrant, the Warrant Shares will be validly issued, fully paid and non-assessable; and (v) An opinion of Canadian counsel to the Company addressed to the Buyer, providing that the issuance of the Units is exempt from the prospectus requirements under Ontario securities laws, that such securities are subject to restrictions on transfer under Ontario securities law and that the Common Stock included in such Units and the Warrant Shares are conditionally approved for listing on the TSXtransactions contemplated hereby.

Deliveries at Closing. (a) To effect the transactions contemplated hereby, the Seller shall, at the Closing, deliver to Buyer, or cause to be delivered to Buyer shall have received from the Company each of the deliveries set forth below:(unless previously delivered): (i) At a ▇▇▇▇ of Sale in substantially the Closing, certificates representing form attached hereto as Exhibit A conveying to Buyer the shares of Common Stock and Warrants, comprising tangible property included in the UnitsPurchased Assets, duly and validly issued in favor executed by the Seller (the “▇▇▇▇ of Buyer and otherwise sufficient to vest in Buyer good title to the shares of Common Stock and Warrants comprising the UnitsSale”); (ii) At an assignment of patents executed by it in substantially the Closingform attached hereto as Exhibit B (the “Assignment of Patents”), a certificate issued duly executed by the secretary or an assistant secretary of the Company, dated the Closing Date, in form and substance reasonably satisfactory to Buyer, certifying on behalf of the Company (i) the resolutions of the board of directors of the Company authorizing the execution, delivery and performance of this Agreement and the issuance of the Units, (ii) the incumbency and signature of the authorized signatory of the Company executing this Agreement, (iii) the amended and restated certificate of incorporation and bylaws of the Company, as in effect on the Closing Date, and (iv) that the condition to closing set forth in Section 6.1(c) has been metSeller; (iii) At copies certified by the corporate secretary of Seller of resolutions duly adopted by Seller’s Board of Directors and shareholders that constitute all necessary corporate authorization for the consummation of the sale of the Purchased Assets by Seller, the execution of this Agreement by representatives of Seller on its behalf, and the undertaking of the obligations and transactions applicable to Seller contemplated by this Agreement; (iv) certificate of good standing from the Secretary of State of California, dated as of a date not more than five (5) days prior to Closing, certifying that the Registration Rights AgreementSeller is in good standing in California; (v) the certificates required to be delivered at Closing as described in Article VIII, duly executed by the Company; (iv) An opinion of U.S. counsel to the Company addressed to the BuyerSeller, providing that the issuance, sale and delivery to the Buyer of the Units have been duly authorized by all necessary corporate action and (i) upon issuance against payment therefor and delivery to the Buyer, (A) the Common Stock included in such Units will be validly issued, fully paid and non-assessable and (B) the Warrants will be valid and binding obligations of the Company and (ii) assuming issuance of the Warrant Shares upon the exercise of the Warrant in accordance with the terms of the Warrant, the Warrant Shares will be validly issued, fully paid and non-assessableas applicable; and (vvi) An opinion all tangible property included in the Purchased Assets, including without limitation Product Records and copies of Canadian counsel all correspondence with the U.S. Patent and Trademark Office (and any foreign equivalents of the U.S. Patent and Trademark Office). (b) To effect the transactions contemplated hereby, Buyer shall, at the Closing, deliver to the Company addressed Seller, or cause to be delivered to the Seller (unless previously delivered): (i) an amount in cash equal to the Purchase Price, payable by Seller by wire transfer of immediately available funds to an account designated in writing by Seller; (ii) the ▇▇▇▇ of Sale, duly executed by the Buyer, providing that the issuance of the Units is exempt from the prospectus requirements under Ontario securities laws, that such securities are subject to restrictions on transfer under Ontario securities law and that the Common Stock included in such Units ; (iii) and the Warrant Shares are conditionally approved for listing on certificates and other documents required to be delivered at the TSXClosing as described in Article VII, duly executed by Buyer. (c) To the extent that a form of any document to be delivered hereunder is not attached as an Exhibit hereto, such documents shall be in form and substance, and shall be executed and delivered in a manner, reasonably satisfactory to the Parties.

Deliveries at Closing. At the Closing: (a) Seller shall deliver, or cause to be delivered to Buyer shall have received from the Company each of the deliveries set forth belowfollowing: (i) At the Closingsuch special warranty deeds, certificates representing the shares bills of Common Stock sale, assignments, releases, consents to assignments and Warrantsother instruments of sale, comprising the Unitsconveyance, duly assignment, assumption and validly issued transfer satisfactory in favor of form and substance to Buyer and otherwise sufficient Seller as may reasonably be required in order to vest convey to Buyer all of Seller's right, title and interest in Buyer good title and to the shares Acquired Assets free of Common Stock and Warrants comprising the Unitsall Liens except for Permitted Liens; (ii) At originals of all permits, Environmental Permits, licenses and governmental, administrative and regulatory approvals and authorizations that are in Seller's possession and that are necessary to own and operate the ClosingAcquired Assets; (iii) a schedule of sulphur inventories located at the Terminal Sites or on any vessels included in the Acquired Assets, a certificate issued by setting forth the secretary amount, owner, and delivery status; (iv) such other documents and instruments as shall be reasonably necessary to effect the transactions contemplated hereby; (v) opinions of counsel for the Seller opining as to the corporate or an assistant secretary company status, due authorization, validity and binding effect of the CompanyAgreement and the related documents to be delivered by Seller and such other matters as Buyer may reasonably request; (vi) Uniform Commercial Code ("UCC"), Federal and State tax lien and bankruptcy searches with respect to Seller, for the States of Louisiana, Texas, Florida and Delaware and the counties thereof in which a portion of the Business is conducted, United States Coast Guard lien searches relative to Vessels, and patent, trademark and copyright searches with respect to Seller, all prepared by search companies reasonably satisfactory to Buyer, and dated not earlier than fifteen (15) days prior to the Closing Date; (vii) consents to assignments and estoppel certificates with respect to the contracts and leases set forth on Schedule 7.1(d), in form and substance reasonably acceptable to Buyer and Seller; (viii) ALTA extended coverage title insurance policies (for which Buyer will pay one-half of the cost) and commitments and surveys with respect to the Real Property reasonably satisfactory to BuyerBuyer (to the extent necessary to obtain extended coverage under the title insurance policy); and (ix) all books and records which are Acquired Assets. (b) Buyer shall deliver, certifying on behalf of or cause to be delivered to Seller the Company following: (i) the resolutions payment of the board Purchase Price, less the amounts required to be withheld pursuant to Section 2.5, as adjusted, by wire transfer of directors of immediately available funds to an account designated in writing by Seller (which designation shall not be less than one (1) Business Day prior to the Company authorizing the execution, delivery and performance of this Agreement and the issuance of the Units, Closing); (ii) the incumbency and signature of agreement pursuant to which Buyer shall assume the authorized signatory of the Company executing this Agreement, (iii) the amended and restated certificate of incorporation and bylaws of the Company, as in effect on the Closing Date, and (iv) that the condition to closing set forth in Section 6.1(c) has been metAssumed Liabilities; (iii) At a perpetual royalty-free license (which license shall be non-transferable by Seller except in connection with the sale of the Excluded Assets) for the use by Seller of the Intellectual Property in its business after the Closing, the Registration Rights Agreement, duly executed by the Company;; and (iv) An opinion of U.S. counsel such other documents and instruments as shall be reasonably necessary to effect the transactions contemplated hereby. (c) Buyer and Seller shall each provide to the Company addressed to the Buyer, providing that the issuance, sale and delivery to the Buyer other such proof of satisfaction of the Units have been duly authorized by all necessary corporate action and (i) conditions set forth in Article VII as the party whose obligations are conditioned upon issuance against payment therefor and delivery to the Buyer, (A) the Common Stock included in such Units will be validly issued, fully paid and non-assessable and (B) the Warrants will be valid and binding obligations of the Company and (ii) assuming issuance of the Warrant Shares upon the exercise of the Warrant in accordance with the terms of the Warrant, the Warrant Shares will be validly issued, fully paid and non-assessablesatisfaction may reasonably request; and (vd) An opinion of Canadian counsel Buyer and Seller shall each provide to the Company addressed other the certificates, agreements and documents required by this Agreement and take such other action as is required to consummate the Buyer, providing that the issuance of the Units is exempt from the prospectus requirements under Ontario securities laws, that such securities are subject to restrictions on transfer under Ontario securities law and that the Common Stock included in such Units and the Warrant Shares are conditionally approved for listing on the TSXtransactions contemplated hereby.

Deliveries at Closing. Buyer At the Closing the applicable parties shall have received from --------------------- make the Company each of the deliveries set forth belowfollowing deliveries: (i) At If the ClosingClosing relates to a sale of shares of MPS Common Stock to the Company or the Parent Company, certificates each Selling Stockholder shall deliver to the Company or the Parent Company, as applicable, the certificate(s) representing the First Option Shares or the Third Option Shares, as applicable, which are then being sold by him, together with duly executed stock powers (with signature guaranty if requested by the transferee, and all necessary tax stamps, if any) transferring such shares of Common Stock and Warrants, comprising the Units, duly and validly issued in favor of Buyer and otherwise sufficient to vest in Buyer good title to the shares Company or the Parent Company as applicable. In addition, if a Selling Stockholder is a Personal Representative, he shall deliver to the Company or the Parent Company, as applicable, evidence of Common Stock his appointment and Warrants comprising qualification as such (and his authority to sell such shares) satisfactory to the Units; (ii) At Company or the ClosingParent Company, as applicable. If the Closing relates to an exercise of a Buy-Out Right, the Selling Stockholder shall execute and deliver to the Company or the Parent Company, as applicable, a certificate issued release and termination of the option being terminated by the secretary or an assistant secretary exercise of the Company, dated the Closing Datesuch Buy-Out Right, in form and substance reasonably satisfactory to Buyer, certifying on behalf of the Company (i) or the resolutions of the board of directors of the Company authorizing the executionParent Company, delivery and performance of this Agreement and the issuance of the Units, as applicable. (ii) If the incumbency and signature Company is the purchaser of the authorized signatory of First Option Shares or the Third Option Shares or is making the First Buy-Out Payment, the Company executing this Agreement, (iii) shall pay the amended and restated certificate of incorporation and bylaws of applicable Aggregate Purchase Price or the Company, as in effect First Buy-Out Payment to the Selling Stockholder. If NAB is the Parent Company on the Closing Date, the Company shall have the right to elect to pay up to fifty percent (50%) of such Aggregate Purchase Price or First Buy-Out Payment to the Selling Stockholder in the form of the Company's three-year promissory note (the "Note"), which shall be delivered to the Selling Stockholder at the Closing. The Note, if any is issued, shall provide that (A) the principal thereof is payable in twelve (12) equal (or approximately equal) quarterly installments beginning at the end of the calendar quarter in which the Closing Date falls, (B) the principal thereof outstanding from time to time shall bear interest at the rate of nine percent (9%) per annum payable quarterly in arrears with each installment of principal, and (ivC) the Note is prepayable at any time, in whole or in part, without penalty or premium. The Note shall contain such other terms and provisions as are customary in such instruments as reasonably determined in good faith by the Company. The percentage of the total consideration payable in the form of a Note shall be the same for each Selling Stockholder at the same Closing. By way of example, if the Company determines to pay any Selling Stockholder at a Closing fifty percent (50%) of his Aggregate Purchase Price in the form of a Note, then, in such case, the Company shall be obligated to pay each other Selling Stockholder at the same Closing fifty percent (50%) of such other Selling Stockholder's Aggregate Purchase Price in the form of a Note. The Company shall deliver to the Selling Stockholder that amount of cash, which, when added to the condition principal amount of the Note delivered to closing set forth such Selling Stockholder, equals the total consideration payable to such Selling Stockholder. If NAB is not the Parent Company on the Closing Date, the Company shall be obligated to pay the entire amount of the applicable consideration to the Selling Stockholder in Section 6.1(c) has been met;cash. (iii) At If the Parent Company is the purchaser of the First Option Shares or the Third Option Shares, as applicable, or if it is making a Buy- Out Payment, the Parent Company shall deliver the following to the Selling Stockholder at the Closing: (A) if the Parent Company is paying all or a portion of such Selling Stockholder's Aggregate Purchase Price or the Buy- Out Payment with Parent Company Exchange Shares, a stock certificate representing the applicable number of Parent Company Exchange Shares in the name of such Selling Stockholder; (B) if the Parent Company is paying all or a portion of such Selling Stockholder's Aggregate Purchase Price or a Buy-Out Payment in cash, a payment of the amount thereof in cash to such Selling Stockholder; (C) if NAB is the Parent Company on the Closing Date and is issuing a NAB Note in payment of a portion of the Second Buy-Out Payment, a duly executed NAB Note in the applicable principal amount payable to such Selling Stockholder; and (D) if the Parent Company is paying all or a portion of such Selling Stockholder's Aggregate Purchase Price or a Buy-Out Payment with Parent Company Exchange Shares, a Registration Rights AgreementAgreement (containing provisions which are customary in such an agreement) pursuant to which the Parent Company undertakes to file, within sixty (60) days after the Closing (and to keep effective for a period of three years thereafter), a Registration Statement with the Securities and Exchange Commission (on an appropriate form authorized by such Commission) covering the future sale (by the Selling Stockholders) of all Parent Company Exchange Shares being issued to such Selling Stockholders. Such Registration Rights Agreement shall be duly executed by the Parent Company and dated the Closing Date; provided, -------- however, that the Parent Company;'s obligation to deliver such Registration ------- Rights Agreement is subject to the condition that the Selling Stockholders shall have executed and delivered the same at the Closing. The payment and other terms of the NAB Note shall be the same as the terms specified for the Note in Section 10(e)(ii), mutatis mutandis. The percentage of Second ---------------- Buy-Out Payment or Termination Payment payable in the form of a NAB Note at any Closing shall be the same for each Selling Stockholder at the same Closing. (iv) An opinion In the case of U.S. counsel a Closing pursuant to the Company addressed to the Buyer, providing that the issuance, sale and delivery to the Buyer exercise of the Units have been duly authorized by all necessary corporate action and (i) upon issuance against payment therefor and delivery to the BuyerFirst Option, (A) the Common Stock included Company shall deliver to each person then purchasing First Option Shares certificate(s), in such Units will be validly issuedperson's name, fully paid and non-assessable representing the applicable number of First Option Shares which such person is then purchasing and (B) each such person shall pay to the Warrants will be valid and binding obligations of the Company and (ii) assuming issuance of the Warrant Shares upon the exercise of the Warrant Company, in accordance with the terms of the Warrantcash, the Warrant Shares will be validly issued, fully paid and non-assessable; andAggregate Purchase Price for such shares. (v) An opinion In the case of Canadian counsel a Closing pursuant to exercise of the Third Option, (A) NAB shall deliver to each person then purchasing Third Option Shares certificate(s), in such person's name, representing the applicable number of Third Option Shares which such person is then purchasing and (B) each such person shall pay to NAB, in cash, the Aggregate Purchase Price for such shares. Payments in cash at any Closing shall be made by certified or cashier's check or, if agreed to by the applicable parties, by wire transfer of funds in accordance with precise written instructions provided to the Company addressed paying party by the receiving party at least three (3) business days prior to the Buyer, providing that the issuance of the Units is exempt from the prospectus requirements under Ontario securities laws, that such securities are subject to restrictions on transfer under Ontario securities law and that the Common Stock included in such Units and the Warrant Shares are conditionally approved for listing on the TSXClosing Date.

Deliveries at Closing. Buyer A. At Closing, Seller shall have received from deliver to Title Insurer, as escrowee, or Purchaser directly, as Seller may elect, the Company each of the deliveries set forth belowfollowing documents: (i) At Special warranty deed from Seller conveying to Purchaser the Closing, certificates representing Real Property and Improvements (the shares of Common Stock and Warrants, comprising the Units, duly and validly issued in favor of Buyer and otherwise sufficient to vest in Buyer good title to the shares of Common Stock and Warrants comprising the Units"Deed"); (ii) At A ▇▇▇▇ of sale from Seller with warranties of title with respect to the Closing, a certificate issued Personal Property; (iii) A Certificate of Non-Foreign Status of Seller as required by the secretary or an assistant secretary Section 1445 of the CompanyInternal Revenue Code; (iv) A counterpart of an assignment and assumption of the (i) Tenant Leases and (ii) Contracts executed by Seller, dated which Contracts Purchaser elects, by written notice to Seller given within ten (10) days prior to the Closing Date to assume from and after the Closing Date ("Assumed Contracts"), the balance of which Contracts shall be terminated by Seller on or prior to the Closing Date ("Assignment and Assumption of Leases and Assumed Contracts"). To the extent Purchaser fails to so notify Seller within the above referenced time period of its election to assume or not to assume the Contracts, Purchaser shall be deemed to have elected to assume all of the Contracts. Should any Assumed Contract require consent for assignment to Purchaser, Seller agrees to use reasonable efforts to obtain such consent; (v) A quit-claim assignment of the Intangible Property executed by Seller; (vi) A certificate of Seller certifying to Purchaser (a) all keys, (b) Tenant Leases, (c) Assumed Contracts, (d) Intangible Property, if any, and (e) originals, as applicable, of all of the other Property Information (as hereinafter defined), in the possession and control of Seller, are located in the management office of the Property as of the Closing Date; (vii) Any reasonable and customary documentation required by Title Insurer in order for Title Insurer to issue the Title Policy (as hereinafter defined); (viii) Personal "Gap" undertaking from Seller, if required by Title Insurer, to effectuate a "Gap" closing; (ix) Attornment letters executed by Seller addressed to each tenant advising them to pay rent to Purchaser or as Purchaser directs; (x) UCC, tax lien and judgment searches (state and local) against Seller showing no liens against the Property; (xi) Three (3) originals of a closing statement prepared by Seller in a manner which reflects the terms and conditions, as applicable, of this Agreement and otherwise in a form reasonably acceptable to Purchaser ("Closing Statement"); (xii) Such proof of Seller's authority and authorization to enter into this transaction as may be required by Title Insurer; (xiii) Seller shall obtain and deliver to Purchaser estoppel certificates ("Estoppel Certificates") addressed to Purchaser either (a) in substantially the form of and setting forth the matters on Exhibit "G" attached hereto and made a part hereof or (b) in a form reasonably acceptable to Purchaser, executed by each tenant under the Tenant Leases and by Heathrow International Center Owners Association, Inc. ("HICOAI") (recognizing that all of the matters set forth in Exhibit "G" are not applicable to HICOAI, and that the estoppel certificate for HICOAI will be in a different format). In the event, on the Closing Date, Seller has failed to deliver to Purchaser Estoppel Certificates meeting Seller's Estoppel Requirement or has failed to deliver Seller's Master Estoppel Certificate (as hereinafter defined) in lieu thereof, Purchaser shall, as its sole and exclusive remedies hereunder, have the right to either (x) terminate this Agreement by written notice to Seller given on the Closing Date, in form which event each party shall be released from further liability to the other or (y) Purchaser may consummate this transaction in accordance with the terms hereof, without a reduction in the Purchase Price, in which event, Seller shall have no liability as a result of Seller's failure to satisfy Seller's Estoppel Requirement. To the extent Seller has not obtained Seller's Estoppel Requirement, Seller may, in order to satisfy Seller's Estoppel Requirement, deliver to Purchaser, at Closing, a "Master Estoppel Certificate" in substantial conformance with Exhibit "G-l" attached hereto and substance reasonably satisfactory to Buyer, certifying made a part hereof on behalf of any tenant at the Company Property not delivering an Estoppel Certificate to Purchaser pursuant to the foregoing; provided, however, Seller shall have no obligation to deliver a Master Estoppel Certificate with respect to any tenant at the Property. Purchaser hereby agrees, to the extent Purchaser receives an Estoppel Certificate after Closing previously covered by a Master Estoppel Certificate, said Master Estoppel Certificate shall no longer be of any force and effect and Purchaser shall, upon receipt of such Estoppel Certificate(s) by Purchaser be deemed, as of the date of such receipt, to release Seller from any liability based upon the applicable previously delivered Master Estoppel; and (xiv) A property management agreement in form mutually acceptable to Seller and Purchaser that provides that Seller shall continue to manage the Property for a minimum of two (2) years from the Closing Date at a management fee equal to $7,000 per month during the first calendar year of the Agreement and $7,210 per month during the second calendar year of the Agreement, plus typical reimbursable costs consistent with standard market practices in Central Florida (the "Property Management Agreement"). B. At Closing, Purchaser shall deliver to Title Insurer, as escrowee, or Seller directly, as Seller may elect, the following: (i) the resolutions The Purchase Price in accordance with paragraph 2 above, plus Purchaser's share of the board of directors of the Company authorizing the execution, delivery closing costs and performance of this Agreement and the issuance of the Units, prorations; (ii) the incumbency and signature A counterpart of the authorized signatory Assignment and Assumption of the Company executing this Agreement, (iii) the amended Leases and restated certificate of incorporation and bylaws of the Company, as in effect on the Closing Date, and (iv) that the condition to closing set forth in Section 6.1(c) has been metAssumed Contracts; (iii) At the Closing, the Registration Rights Agreement, duly executed Such proof of Purchaser's authority and authorization to enter into this transaction as may be required by the CompanyTitle Insurer; (iv) An opinion of U.S. counsel Any reasonable and customary documentation required by Title Insurer in order for Title Insurer to issue the Company addressed to the Buyer, providing that the issuance, sale and delivery to the Buyer of the Units have been duly authorized by all necessary corporate action and (i) upon issuance against payment therefor and delivery to the Buyer, (A) the Common Stock included in such Units will be validly issued, fully paid and non-assessable and (B) the Warrants will be valid and binding obligations of the Company and (ii) assuming issuance of the Warrant Shares upon the exercise of the Warrant in accordance with the terms of the Warrant, the Warrant Shares will be validly issued, fully paid and non-assessable; andTitle Policy; (v) An opinion acknowledgment of Canadian counsel to the Company addressed to the Buyer, providing that the issuance Purchaser's acceptance of the Units is exempt from the prospectus requirements under Ontario securities laws, that such securities are subject to restrictions on transfer under Ontario securities law and that the Common Stock included in such Units and the Warrant Shares are conditionally approved for listing on the TSXClosing Statement; and (vi) The Property Management Agreement.

Deliveries at Closing. Buyer shall have received from the Company each of the deliveries set forth below: (i) At the Closing, certificates representing the shares of Common Stock and Warrants, comprising the Units, duly and validly issued in favor of Buyer and otherwise sufficient to vest in Buyer good title to the shares of Common Stock and Warrants comprising the Units; (ii) At the Closing, a certificate issued by the secretary or an assistant secretary of the Company, dated the Closing Date, in form and substance reasonably satisfactory to Buyer, certifying on behalf of the Company (i) the resolutions of the board of directors of the Company authorizing the execution, delivery and performance of this Agreement and the issuance of the Units, (ii) the incumbency and signature of the authorized signatory of the Company executing this Agreement, (iii) the amended and restated certificate of incorporation and bylaws of the Company, as in effect on the Closing Date, and (iv) that the condition to closing set forth in Section 6.1(c) has been met; (iiia) At the Closing, the Registration Rights Agreement, duly executed by the Company; (iv) An opinion of U.S. counsel Company shall deliver to the Company addressed to the Buyer, providing that the issuance, sale and delivery to the Buyer each of the Units have been duly authorized by all necessary corporate action Standby Purchasers and the Additional Standby Purchaser the following: (i) upon issuance against payment therefor and delivery to A certificate or certificates representing the Buyer, (A) the number of shares of Common Stock included in such Units will be validly issued, fully paid and non-assessable and (B) the Warrants will be valid and binding obligations issued to each of the Company Standby Purchasers and (ii) assuming issuance of the Warrant Shares upon Additional Standby Purchaser pursuant to Section 2 or 3 hereof, as the exercise of the Warrant in accordance with the terms of the Warrant, the Warrant Shares will be validly issued, fully paid and non-assessablecase may be; and (vii) An opinion A certificate of Canadian counsel an officer of the Company on its behalf to the effect that the representations and warranties of the Company contained in this Agreement are true and correct in all material respects on and as of the Closing Date, with the same effect as if made on the Closing Date. (b) At the Closing, each of the Standby Purchasers shall deliver to the Company addressed the following: (i) Payment of the Subscription Price of the Securities purchased by such Standby Purchaser, as set forth in Section 2(e) or 3 hereof, as the case may be; and (ii) A certificate of such Standby Purchaser to the Buyer, providing effect that the issuance representations and warranties of such Standby Purchaser contained in this Agreement are true and correct in all material respects on and as of the Units is exempt from Closing Date with the prospectus requirements same effect as if made on the Closing Date. (c) At the Closing of the transactions contemplated under Ontario securities lawsSection 2, that such securities are subject the Additional Standby Purchaser shall deliver to restrictions on transfer under Ontario securities law and the Company the following: (i) Payment of the Subscription Price of the New Shares purchased by the Additional Standby Purchaser, as set forth in Section 2(e) hereof; and (ii) A certificate of the Additional Standby Purchaser to the effect that the Common Stock included representations and warranties of the Additional Standby Purchaser contained in such Units this Agreement are true and correct in all material respects on and as of the Warrant Shares are conditionally approved for listing Closing Date with the same effect as if made on the TSXClosing Date.

Deliveries at Closing. Buyer Subject to the terms and conditions of this Agreement, at the Closing, the following Persons shall have received from deliver or cause to be delivered the Company each of following: (a) Parent shall deliver the deliveries set forth belowEstimated Adjusted Merger Consideration, as follows: (i) At the Closing, certificates representing the shares of Common Stock and Warrants, comprising the Units, duly and validly issued in favor of Buyer and otherwise sufficient to vest in Buyer good title to the shares of Common Stock and Warrants comprising the Units; Parent shall deliver (ii) At the Closing, a certificate issued by the secretary or an assistant secretary of the Company, dated the Closing Date, in form and substance reasonably satisfactory to Buyer, certifying on behalf of the Company (iTarget Companies) an amount equal to the resolutions aggregate amount of the board of directors of any Estimated Closing Indebtedness Amount for which the Company authorizing the execution, delivery and performance or its Representatives have delivered payoff letters in a form reasonably acceptable to Parent by wire transfer of this Agreement and the issuance of the Units, (ii) the incumbency and signature of the authorized signatory of the Company executing this Agreement, (iii) the amended and restated certificate of incorporation and bylaws of the Company, as in effect on the Closing Date, and (iv) that the condition to closing set forth in Section 6.1(c) has been met; (iii) At the Closing, the Registration Rights Agreement, duly executed by the Company; (iv) An opinion of U.S. counsel immediately available funds to the Company addressed to the Buyer, providing that the issuance, sale and delivery to the Buyer holders of the Units have been duly authorized by all necessary corporate action and (i) upon issuance against payment therefor and delivery to the Buyer, (A) the Common Stock included in such Units will be validly issued, fully paid and non-assessable and (B) the Warrants will be valid and binding obligations of the Company and (ii) assuming issuance of the Warrant Shares upon the exercise of the Warrant Closing Indebtedness in accordance with the terms of such payoff letters; (ii) Parent shall deliver (on behalf of the WarrantStockholders or the Target Companies) an amount equal to the Estimated Closing Company Transaction Expenses Amount (other than Change of Control Payments) not paid by the Company or the Stockholders prior to Closing by wire transfer of immediately available funds to the account or accounts designated by the Company in the Estimated Closing Statement; (iii) Parent shall deliver (on behalf of the Company) an amount equal to the aggregate Change of Control Payments by wire transfer of immediately available funds to an account or accounts designated to Parent in writing by the Company in the Estimated Closing Statement; (iv) Parent shall deliver the Stockholder Representative Expense Amount, which shall be delivered by Parent (on behalf of the Warrant Shares will Stockholders) by wire transfer of immediately available funds for deposit in an account designated by the Stockholder Representative no later than two Business Days prior to the Closing Date; (v) Parent shall deliver the Adjustment Escrow Amount to the Escrow Agent, which shall be validly issued, fully paid and non-assessabledelivered by Parent (on behalf of the Stockholders) by wire transfer of immediately available funds for deposit in the Escrow Account; and (vvi) An opinion Parent shall deliver to the Payments Administrator the Estimated Stockholder Distribution Amount by wire transfer of Canadian counsel immediately available funds, for deposit in the Exchange Fund for distribution to the Stockholders pursuant to the Allocation Schedule. (b) Parent shall deliver, or cause to be delivered, to the Company addressed the deliveries set forth in Section 7.03(c). (c) The Company shall deliver, or cause to be delivered, to Parent the Buyer, providing that the issuance of the Units is exempt from the prospectus requirements under Ontario securities laws, that such securities are subject to restrictions on transfer under Ontario securities law and that the Common Stock included deliveries set forth in such Units and the Warrant Shares are conditionally approved for listing on the TSXSection 7.02(h).

Deliveries at Closing. Buyer shall have received from At the Closing the Company shall deliver the following to each of Purchaser: (a) a stock certificate registered in such Purchaser's name, or in such nominee name(s) as designated by the deliveries set forth below: (i) At the ClosingPurchaser in writing, certificates representing the shares of Common Stock and WarrantsShares purchased by such Purchaser; (b) a Warrant in such Purchaser's name, comprising the Units, duly and validly issued or in favor of Buyer and otherwise sufficient to vest in Buyer good title to the shares of Common Stock and Warrants comprising the Units; (iisuch nominee name(s) At the Closing, a certificate issued as designated by the secretary or Purchaser in writing; (c) an assistant secretary opinion of White & McDe▇▇▇▇▇, ▇.C. dated the Closing Date and substantially in the form attached hereto as Exhibit A ("Opinion of Counsel"); and (d) a certificate, signed by the President of the Company, dated to the Closing Date, in form and substance reasonably satisfactory to Buyer, certifying on behalf of the Company effect that (i) the resolutions of the board of directors representations and warranties of the Company authorizing contained in this Agreement are true and correct in all material respects on and as of the executionClosing Date as though newly made on and as of that date (except for representations and warranties which speak as of the date of the Agreement or as of another specific date or period, which shall continue to be true and correct in all material respects as of the respective dates and for the respective periods covered thereby) and (ii) the Company has performed and complied with, in all material respects, all of its covenants contained in this Agreement and required to be performed or complied with on or before the Closing. Each Purchaser's obligation to purchase the Shares shall be subject to the following conditions: (a) the accuracy of the representations and warranties made by the Company herein and the fulfillment of those undertakings of the Company to be fulfilled prior to Closing; and (b) delivery and performance of the Opinion of Counsel. Upon satisfaction of all the conditions to Closing set forth in this Agreement and the issuance delivery of the Units, (ii) certificates representing the incumbency Shares and signature of the authorized signatory of Warrants to the Company executing this Agreement, (iii) the amended and restated certificate of incorporation and bylaws of the Company, as in effect on the Closing Date, and (iv) that the condition to closing set forth in Section 6.1(c) has been met; (iii) At the ClosingPurchaser, the Registration Rights Agreement, duly executed by the Company; (iv) An opinion of U.S. counsel Escrow Agent shall be directed to deliver to the Company addressed the Purchase Price for the Shares, less the Placement Agent fee due to the Buyer, providing Placement Agent and any expense that the issuance, sale and delivery Company has agreed to reimburse to the Buyer of Placement Agent and its counsel, which the Units have been duly authorized by all necessary corporate action and (i) upon issuance against payment therefor and delivery Escrow Agent shall pay directly to the Buyer, (A) the Common Stock included in such Units will be validly issued, fully paid and non-assessable and (B) the Warrants will be valid and binding obligations of the Company and (ii) assuming issuance of the Warrant Shares upon the exercise of the Warrant them in accordance with the terms of Company's engagement letter with the Warrant, the Warrant Shares will be validly issued, fully paid and non-assessable; and (v) An opinion of Canadian counsel to the Company addressed to the Buyer, providing that the issuance of the Units is exempt from the prospectus requirements under Ontario securities laws, that such securities are subject to restrictions on transfer under Ontario securities law and that the Common Stock included in such Units and the Warrant Shares are conditionally approved for listing on the TSXPlacement Agent.

Deliveries at Closing. Buyer At least one (1) business day prior to the Closing Date, Seller and Developer shall have received from each deliver to Escrow Holder such instruments and funds as are necessary to consummate the Company each purchase and sale of the deliveries set forth belowProperty, including the following: (i) At Developer shall deliver: (A) The Closing Amount; (B) The Seller-Financing Note and Deed of Trust; and (C) Any other items reasonably necessary to consummate the Closing, certificates representing the shares of Common Stock and Warrants, comprising the Units, duly and validly issued in favor of Buyer and otherwise sufficient to vest in Buyer good title to the shares of Common Stock and Warrants comprising the Units;transaction contemplated hereby. (ii) At the Closing, a certificate issued by the secretary or an assistant secretary Seller shall deliver: (A) An original of the Company▇▇▇▇▇ ▇▇▇▇ executed and acknowledged by ▇▇▇▇▇▇, dated the Closing Dateas grantor; (B) An affidavit directed to Developer giving ▇▇▇▇▇▇’s taxpayer identification number and confirming that Seller is not a “foreign person,” which affidavit shall be, in form and substance reasonably satisfactory substance, sufficient to Buyer, certifying on behalf relieve Developer of any withholding obligation under §1445 of the Company Internal Revenue Code (i“Seller’s Foreign Person Affidavit”), together with a duly executed California Franchise Tax Board Form 593-C (the “Cal FIRPTA”); and (C) Any other items reasonably necessary to consummate the resolutions transaction contemplated hereby, including but not limited to any subordination of the board of directors of Seller-Financing Note required by the Company authorizing the execution, delivery and performance of this Agreement and the issuance of the Units, (ii) the incumbency and signature of the authorized signatory of the Company executing this Agreement, (iii) the amended and restated certificate of incorporation and bylaws of the Company, as in effect on the Closing Date, and (iv) that the condition to closing set forth in Section 6.1(c) has been met;Construction Lender. (iii) At Upon satisfaction of all conditions and closing requirements set forth herein, Escrow Holder shall: (A) Cause the ClosingGrant Deed and the Deed of Trust to be recorded in the office of the County Recorder for the Lake County, the Registration Rights Agreement, duly executed by the CompanyState of California (in that order) and deliver a conformed copy to Developer and to Seller; (iv) An opinion of U.S. counsel to the Company addressed to the Buyer, providing that the issuance, sale and delivery to the Buyer of the Units have been duly authorized by all necessary corporate action and (i) upon issuance against payment therefor and delivery to the Buyer, (A) the Common Stock included in such Units will be validly issued, fully paid and non-assessable and (B) Pay from Buyer’s funds Buyer’s share of any closing costs and prorations; (C) Pay from funds held for Seller’s account Seller’s share of any closing costs and prorations; (D) Remit to Seller the Warrants will be valid and binding obligations of the Company and (ii) assuming issuance of the Warrant Shares upon the exercise of the Warrant in accordance with the terms of the Warrant, the Warrant Shares will be validly issued, fully paid and non-assessableremaining funds held for Seller’s account; and (vE) An opinion of Canadian counsel to Deliver the Company addressed to the Buyer, providing that the issuance original of the Units is exempt from Seller-Financing Note; and (F) Deliver an original of the prospectus requirements under Ontario securities lawsSeller’s Foreign Person Affidavit, that such securities are subject to restrictions on transfer under Ontario securities law and that the Common Stock included in such Units Cal FIRPTA and the Warrant Shares are conditionally approved for listing on the TSXTitle Policy to Buyer.

Deliveries at Closing. At the Closing: (a) The Sellers will deliver or cause to be delivered to the Buyer shall have received from Company, together with funds sufficient to pay all Transfer Taxes for which the Company each of Sellers are responsible pursuant to Section 9.6 as necessary for the deliveries set forth belowtransfer, filing or recording thereof, as applicable: (i) At A certificate signed by the ClosingSellers’ Representative on behalf of the Sellers and a duly authorized officer of the TARGET in the form of Schedule 4.3(a)(i), certificates representing dated the shares of Common Stock and WarrantsClosing Date, comprising expressly certifying that the Units, duly and validly issued conditions set forth in favor of Buyer and otherwise sufficient to vest in Buyer good title to the shares of Common Stock and Warrants comprising the UnitsSection 11.1(a) have been satisfied; (ii) At the Closing, a A certificate issued by the secretary or an assistant secretary of the CompanySecretary of Holdco, the TARGET and each of its Subsidiaries, dated the Closing Date, attaching and certifying the Charter Documents of the TARGET and each of its Subsidiaries and the resolutions of the Boards of Directors of Holdco and the TARGET approving the Transactions and waiving the matters described in clause (iv), and, in the case of the TARGET, terminating the Option Plan as of the Closing and authorizing the cancellation as of the Closing of the Options and Warrants. (iii) A Certificate of Existence/Good Standing and tax clearance certificate for the appropriate state tax authority to the extent applicable in regard to Holdco, the TARGET and each of its Subsidiaries and Franchisees issued by the Secretary of State of its state of incorporation/organization, as appropriate (dated no more than fifteen (15) days prior to the Closing Date); (iv) A unanimous written consent of the holders of the Purchased Shares approving the sale of the Purchased Shares pursuant to this Agreement, and waiving any restrictions, options or rights to purchase, or limitations in the certificate of incorporation, bylaws or other agreements of Holdco, the TARGET and holders of the Purchased Shares relating to the sale of the Purchased Shares as contemplated by this Agreement; (v) The resignations, effective as of the Closing Date, or evidence of removal as of the Closing Date, of all members of the board of directors or the board of managers, as the case may be, of Holdco, the TARGET and its Subsidiaries, except to the extent applicable regulatory provisions may require such members to remain in place in such positions in connection with the Restructuring; (vi) With respect to each Seller that is an individual, a consent signed by his/her spouse or confirmation signed by his present or former spouse(s) that she/he has no interest in or claim to his/her Purchased Shares, Options or Warrants and the sale proceeds thereof, as the case may be, in form and substance reasonably satisfactory to Buyerthe Buyer Company; (vii) A written instrument, certifying executed on behalf of the TARGET by a duly authorized officer, in form and substance reasonably satisfactory to the Buyer Company (i) the resolutions canceling each outstanding Option and Warrant as of the board of directors of the Company authorizing the execution, delivery and performance of this Agreement and the issuance of the Units, (ii) the incumbency and signature of the authorized signatory of the Company executing this Agreement, (iii) the amended and restated certificate of incorporation and bylaws of the Company, as in effect on the Closing Date, and (iv) that the condition to closing set forth in Section 6.1(c) has been meta receipt and acknowledgement of cancellation from each non-Seller Optionholder and non-Seller Warrantholder; (iiiviii) At The Escrow Agreement and the Closing, the Registration Rights Retained Assets Escrow Agreement, duly executed by the CompanySellers’ Representative, the Escrow Agent, and the Retained Assets Escrow Agent, as the case may be; (ivix) Holdco, the TARGET and each of its Subsidiaries, as applicable, shall have received (and delivered to the Buyer Company) payoff letters (each, a “Payoff Letter”) executed by the lenders identified on Exhibit D (containing obligations to release all Liens of record in connection therewith and to file related UCC-3 termination statements (in form and substance reasonably satisfactory to the Buyer Company) relating to the repayment and satisfaction in full of the Repaid Indebtedness; (x) An opinion of U.S. counsel for Holdco, the TARGET, its Subsidiaries and the Sellers who are not individuals opining as to the matters set forth on Exhibit G, and such other opinion of counsel that Buyer Company addressed may reasonably request as to the Buyermatters listed on Exhibit G2; (xi) All consents, providing that the issuanceauthorizations and approvals from Governmental Authorities or other Persons required by Sections 5.2(b), sale 6.4(a) and delivery 7.4(a) of this Agreement; (xii) Such releases, instruments of transfer or consents in forms reasonably satisfactory to the Buyer Company, as may be necessary to effect the conveyance, transfer, assignment and delivery of the Units have been duly authorized by all necessary corporate action and (i) upon issuance against payment therefor and delivery to the BuyerPurchased Shares, (A) the Common Stock included in such Units will be validly issued, fully paid and non-assessable and (B) the Warrants will be valid and binding obligations of the Company and (ii) assuming issuance of the Warrant Shares upon the exercise of the Warrant in accordance with the terms of the Warrant, the Warrant Shares will be validly issued, fully paid and this Agreement; (xiii) A certificate of non-assessableforeign status, in form and substance reasonably satisfactory to the Buyer Company, executed by each of the Sellers other than the Holdco Security Holders, which complies with Section 1445 of the Code; (xiv) On behalf of the Holdco Securityholders, a certificate (in a form reasonably satisfactory to the Buyer Company) duly executed by an officer of Holdco to the effect that Holdco is not, and has not been during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code, a “United States real property holding corporation” within the meaning of Section 897(c)(2) of the Code; (xv) An IRS Form W-9 properly completed by each Seller other than the Holdco Securityholders establishing an exemption from backup withholding; (xvi) For each Holdco Securityholder, (u) a properly completed IRS Form W-8BEN and an executed affidavit by each Holdco Securityholder in the form of Schedule 4.3(a)(xvi) attached hereto and (v) a certificate of its Secretary attaching and certifying the resolutions of its governing board and certifying the title, incumbency and signature of each officer executing any documents on its behalf; and (xvii) All documentation required to change authorizations for the accounts identified on Schedule 7.30 to the individuals designated by the Buyer Company. (b) The Buyer Company will deliver to the Sellers, the Sellers’ Representative or the Escrow Agent, as the case may be: (i) The Initial Payment Amount in accordance with Section 3.1(b)(iii) reduced by the amounts determined pursuant to Section 3.1(c)(i)(x) and (y); (ii) A certificate in the form of Schedule 4.3(b)(ii), dated as of the Closing Date and signed by the manager of the Buyer Company, expressly certifying that the conditions in Section 11.2(a) have been satisfied and to which is attached the resolutions of the Buyer Company approving the Transactions; (iii) A Certificate of Existence/Good Standing in regards to the Buyer Company issued by the Secretary of State of its state of organization (dated no more than fifteen (15) days prior to the Closing Date); (iv) To the Sellers’ Representative, the Escrow Agreement and the Retained Assets Escrow Agreement, each duly executed by the Buyer Company; (v) An opinion To the TARGET, the amounts determined pursuant to Section 3.1(c)(i)(x) and (y); (vi) To the TARGET, the Change of Canadian counsel to Control Payment Amount; (vii) To the Company addressed to Escrow Agent, the BuyerEscrow Amount; and (viii) To the Retained Assets Escrow Agent, providing that the issuance of the Units is exempt from the prospectus requirements under Ontario securities laws, that such securities are subject to restrictions on transfer under Ontario securities law and that the Common Stock included in such Units and the Warrant Shares are conditionally approved for listing on the TSXRetained Assets Escrow Agreement.

Deliveries at Closing. Buyer shall have received from (a) Upon the Company each terms and subject to the satisfaction of the deliveries set forth below: (i) At conditions contained in this Agreement, at the Closing, the Selling Stockholders shall, or, at the option of NEPM, shall and shall cause Reservoir to, assign, transfer and deliver to Buyer certificates representing for the shares ExRes Shares, free and clear of Common Stock and Warrantsall Encumbrances, comprising the Unitsother than Encumbrances created by or through Buyer, duly and validly issued endorsed or accompanied by stock powers duly endorsed in favor of blank, with any required transfer stamps affixed thereto. In exchange for the ExRes Shares, Buyer and otherwise sufficient shall pay or cause to vest in Buyer good title be paid to the shares of Common Stock and Warrants comprising the Units; (ii) At Selling Stockholders at the Closing, a certificate issued by wire transfer of immediately available funds denominated in United States dollars, an aggregate amount, subject to adjustment in accordance with Section 2.4, equal to the secretary or an assistant secretary of the Company, dated the Closing Date, in form and substance reasonably satisfactory to Buyer, certifying on behalf of the Company (i) the resolutions of the board of directors of the Company authorizing the execution, delivery and performance of this Agreement and the issuance of the Units, (ii) the incumbency and signature of the authorized signatory of the Company executing this Agreement, (iii) the amended and restated certificate of incorporation and bylaws of the Company, as in effect on the Closing Date, and (iv) that the condition to closing set forth in Section 6.1(c) has been met;Purchase Price. (iiib) At the Closing, the Registration Rights AgreementSelling Stockholders shall deliver or cause to be delivered the following to Buyer: (i) The written resignations, duly executed effective as of the Closing, of all directors and officers of ExRes and its Subsidiaries in their capacities as such; (ii) Copies of any and all Seller’s Required Regulatory Approvals; (iii) The certificates contemplated by the CompanySection 6.1(k), 6.1(l) and 6.1(r); (iv) An opinion of U.S. counsel Such other agreements, consents, documents, instruments and writings required to be delivered by the Selling Stockholders at or prior to the Company addressed Closing Date pursuant to the Buyer, providing that the issuance, sale and delivery to the Buyer of the Units have been duly authorized by all necessary corporate action and (i) upon issuance against payment therefor and delivery to the Buyer, (A) the Common Stock included in such Units will be validly issued, fully paid and non-assessable and (B) the Warrants will be valid and binding obligations of the Company and (ii) assuming issuance of the Warrant Shares upon the exercise of the Warrant in accordance with the terms of the Warrant, the Warrant Shares will be validly issued, fully paid and non-assessablethis Agreement; and (v) An opinion The original Charter Documents and minute books of Canadian counsel ExRes and its Subsidiaries. (c) At the Closing, Buyer shall deliver, or cause to be delivered, the following to the Company addressed Selling Stockholders: (i) The Purchase Price; (ii) Copies of any and all Buyer’s Required Regulatory Approvals; (iii) The certificates contemplated by Section 6.2(i), and 6.2(j); and (iv) Such other agreements, consents, documents, instruments and writings required to be delivered by Buyer at or prior to the Buyer, providing that the issuance of the Units is exempt from the prospectus requirements under Ontario securities laws, that such securities are subject Closing Date pursuant to restrictions on transfer under Ontario securities law and that the Common Stock included in such Units and the Warrant Shares are conditionally approved for listing on the TSXthis Agreement.

Deliveries at Closing. Buyer shall have received from the Company each of the deliveries set forth below: (i) At the Closing, certificates representing the shares of Common Stock and Warrants, comprising the Units, duly and validly issued in favor of Buyer and otherwise sufficient to vest in Buyer good title to the shares of Common Stock and Warrants comprising the Units; (ii) At the Closing, a certificate issued by the secretary or an assistant secretary of the Company, dated the Closing Date, in form and substance reasonably satisfactory to Buyer, certifying on behalf of the Company (i) the resolutions of the board of directors of the Company authorizing the execution, delivery and performance of this Agreement and the issuance of the Units, (ii) the incumbency and signature of the authorized signatory of the Company executing this Agreement, (iii) the amended and restated certificate of incorporation and bylaws of the Company, as in effect on the Closing Date, and (iv) that the condition to closing set forth in Section 6.1(c) has been met; (iii) At the Closing, the Registration Rights AgreementParties shall, duly executed or, as applicable, shall cause their respective Controlled Affiliates to, take the following actions: (a) the Buyer shall pay or cause to be paid the Management Interests Consideration Amount to DCMH by wire transfer of immediately available funds to the Companyaccount or accounts designated by CCOC as set forth on Schedule 2.3 of the Seller Disclosure Schedule; (ivb) An opinion the Warrantholder shall pay or cause to be paid the Warrants Consideration Amount to Colony Capital by wire transfer of U.S. counsel immediately available funds to the Company addressed to account or accounts designated by CCOC as set forth on Schedule 2.3 of the Seller Disclosure Schedule; (c) Buyer, providing that DCMH, CCDH and CDCM shall enter into, and deliver to each other executed counterparts of, the issuanceDCMH Investor Rights Agreement; (d) W-Catalina (C) LLC, sale the Carry GP, NewCo (Carry) and delivery CCOC shall enter into, and deliver to each other executed counterparts of, the Buyer Carried Interest Participation Agreement; (e) Buyer, DCMH, Colony Capital, CCDH and CDCM shall enter into, and deliver to each other executed counterparts of, the A&R DCMH Agreement; (f) the Managing Directors and Colony Capital shall enter into, and deliver to each other and the Wafra Representative executed counterparts of the Units have been duly authorized by all necessary corporate action A&R Restrictive Covenant Agreements; (g) ▇▇▇ ▇▇▇▇▇▇▇ and Colony Capital shall enter into, and deliver to each other and the Wafra Representative executed counterparts of the A&R Employment Agreement; (h) Colony Capital and the Warrantholder shall enter into, and deliver to each other executed counterparts of, the Warrants; (i) upon issuance against payment therefor W-Catalina (SP) LLC and delivery Colony DCP Investor, LLC shall enter into, and deliver to each other executed counterparts of, the Fund I Specified Investment Purchase Agreement, and W‑Catalina (SP) LLC shall pay or cause to be paid, by wire transfer of immediately available funds to the Buyeraccount or accounts designated by CCOC as set forth on Schedule 2.3 of the Seller Disclosure Schedule, the purchase price specified therein; (Aj) W-Catalina (SP) LLC, Wafra Inc. and Digital Colony GP, LLC shall enter into, and deliver to each other executed counterparts of, the DCP Side Letter; (k) Colony Capital, NewCo (Carry), DCMH, W-Catalina (C) LLC and Buyer shall enter into, and deliver to each other executed counterparts of, the Specified / Warehouse Investment Side Letter; (l) the Common Stock included in such Units will be validly issuedManaging Directors shall enter into, fully paid and non-assessable and (B) deliver to the Warrants will be valid and binding obligations of the Company and (ii) assuming issuance of the Warrant Shares upon the exercise of the Warrant in accordance with the terms of the WarrantWafra Representative executed counterparts of, the Warrant Shares will Acknowledgement Letter; LA_LAN01:362972.20 (m) Buyer shall have entered into, and delivered to CCOC executed counterparts of, the Buyer Insurance Policy; (n) CCOC shall pay, or cause to be validly issuedpaid, fully paid all out-of-pocket costs relating to obtaining the Buyer Insurance Policy (including the total premium, underwriting costs, brokerage commission for Buyer’s brokers, Taxes related to such policy and non-assessableother fees and expenses of such policy), including reimbursement of Buyer for any such expenses advanced by Buyer; provided, CCOC shall not be responsible for any fees and expenses of Buyer’s outside counsel; (o) CCDH and CDCM shall each deliver to the Wafra Representative a properly completed and duly executed IRS Form W-9; and (vp) An opinion of Canadian counsel each Party shall deliver, or shall cause to be delivered, to each other Party, as applicable, all other previously undelivered documents reasonably requested to be delivered by such Party to another Party pursuant to this Agreement or the Company addressed to the Buyer, providing that the issuance of the Units is exempt from the prospectus requirements under Ontario securities laws, that such securities are subject to restrictions on transfer under Ontario securities law and that the Common Stock included in such Units and the Warrant Shares are conditionally approved for listing on the TSXAncillary Agreements.

Deliveries at Closing. Buyer shall have received from At the Company each Closing and subject to satisfaction or waiver of all conditions to the obligations of the deliveries set forth below: Parties to consummate the transactions contemplated hereby, (i) At Seller will deliver to Buyer the Closingvarious certificates, certificates representing the shares of Common Stock instruments, and Warrants, comprising the Units, duly and validly issued documents referred to in favor of Buyer and otherwise sufficient to vest in Buyer good title to the shares of Common Stock and Warrants comprising the Units; (ii§7(a) At the Closing, a certificate issued by the secretary or an assistant secretary of the Company, dated the Closing Date, in form and substance reasonably satisfactory to Buyer, certifying on behalf of the Company (i) the resolutions of the board of directors of the Company authorizing the execution, delivery and performance of this Agreement and the issuance of the Unitsbelow, (ii) Buyer will deliver to Seller the incumbency various certificates, instruments, and signature of the authorized signatory of the Company executing this Agreementdocuments referred to in §7(b) below, (iii) Seller will deliver to Buyer certificates representing all of its Common Shares, accompanied by either an assignment in writing on the amended and restated certificate of incorporation and bylaws back of the Company, as in effect certificate or by a written power of attorney to assign and transfer the same on the Closing Datebooks of Target, and (iv) Buyer will deliver to Seller and Target, as applicable, the consideration specified in §2(b) above, (v) Target will distribute the Distributable Securities to Seller, (vi) Target will deliver to Buyer certificates representing the New Common Shares and (vii) each of the Parties will deliver its executed counterpart to the joint written instructions to the Escrow Agent such that the condition to closing deliveries described in this §2(e) shall occur in the manner set forth in Section 6.1(c) has been met; (iii) At the ClosingEscrow Agreement, as applicable. Notwithstanding any other provision of this Agreement, the Registration Rights Agreement, duly executed by the Company; (iv) An opinion of U.S. counsel to the Company addressed to the Buyer, providing Parties agree that the issuancefollowing actions to take place at Closing will occur in the order as set forth below, sale but that in order for any one of such actions to be effective and delivery to the Buyer of the Units have been duly authorized by binding, all necessary corporate action and (i) upon issuance against payment therefor and delivery to the Buyer, such actions must occur as prescribed. (A) The Amended and Restated Operating Agreement of Target shall be amended by Seller executing the Second Amendment to such Agreement as set forth in Exhibit 2(e)(A). (A) Buyer shall make the Capital Contribution in exchange for and as consideration for 6,577 of New Common Stock included Shares as set forth in such Units will §2(b), which New Common Shares shall be validly issued, fully paid deposited in escrow and non-assessable and (B) the Warrants will be valid and binding obligations of the Company and (ii) assuming issuance of the Warrant Shares upon the exercise of the Warrant distributed in accordance with the terms of the Warrant, the Warrant Shares will be validly issued, fully paid and non-assessable; andEscrow Agreement. (vB) An opinion of Canadian counsel Target shall distribute the Distributable Securities to Seller, which Distributable Securities shall be deposited in escrow and distributed in accordance with the Company addressed to the Buyer, providing that the issuance terms of the Units is exempt from Escrow Agreement. (C) Buyer shall pay the prospectus requirements under Ontario securities lawsPurchase Price to Seller as consideration for Buyer’s purchase of all of Seller’s Common Shares as set forth in §2(b), that such securities are subject to restrictions on transfer under Ontario securities law which Purchase Price and that Common Shares shall be deposited in escrow and distributed in accordance with the Common Stock included in such Units and terms of the Warrant Shares are conditionally approved for listing on the TSXEscrow Agreement.

Deliveries at Closing. Buyer shall have received from (a) Deliveries of the Company each and the Stockholders. In addition to the taking of such other actions as may be provided for in this Agreement, at the deliveries set forth belowClosing: (i) At Each Stockholder shall deliver, or shall cause to be delivered, to the Closing, Purchaser the certificates representing the shares of Common Stock and Warrants, comprising the UnitsShares to be sold by such Stockholder, duly and validly issued endorsed in favor of Buyer and otherwise sufficient to vest blank or accompanied by stock powers duly endorsed in Buyer good title to blank, in proper form for transfer (the shares of Common “Stock and Warrants comprising the Units;Power”). 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 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. (ii) At ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ shall execute and deliver to the ClosingPurchaser an Employment Agreement in substantially the form of Exhibit D. (iii) ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ shall execute and deliver to the Purchaser a Consulting Agreement in substantially the form of Exhibit E. (iv) Each of the Stockholders, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ and ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ shall resign from his position as a certificate issued by the secretary or an assistant secretary director and officer of the Company. (v) The Purchaser, Stockholders’ Agent and Escrow Agent shall execute the Escrow Agreement in substantially the form of Exhibit F. (vi) The Company shall cause the opinion of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇ LLP, dated the Closing Date, to be delivered to the Purchaser in substantially the form and substance reasonably satisfactory of Exhibit G. (vii) The Stockholders shall cause the Company to Buyer, certifying on behalf deliver to the Purchaser evidence of the Company (i) release, discharge or termination of all Liens on the resolutions Company’s assets, including without limitation evidence of the board termination and removal of directors all UCC-1 financing statements and the discharge of all monetary Liens. (viii) The Stockholders shall cause the Company to deliver to the Purchaser the Required Consents. (ix) The Stockholders shall cause the Company to deliver to the Purchaser all invoices and such other supporting documentation as is reasonably necessary for the parties to determine and verify the Company Transaction Expenses. (x) The Stockholders shall cause the Company to deliver to the Purchaser pay off letters in respect of Indebtedness to be repaid as of the closing and all invoices and such other supporting documentation as is reasonably necessary for the Purchaser to determine and verify that the Debt Amount has been paid off prior to Closing. (xi) Each Stockholder shall execute and deliver a general release of claims against the Company authorizing the execution, delivery in a form acceptable to Purchaser and performance such Stockholder (a “Release”). (xii) Each of this ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇▇▇ shall have executed an Intellectual Property Assignment Agreement in a form acceptable to Purchaser (an “Intellectual Property Assignment”). (xiii) The Company and the issuance Stockholders shall deliver to the Purchaser such other certificates, instruments and agreements that Purchaser may reasonably request in connection with the consummation of the Unitstransactions contemplated hereby. CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, (ii) the incumbency and signature of the authorized signatory of the Company executing this AgreementMARKED BY BRACKETS, (iii) the amended and restated certificate of incorporation and bylaws of the CompanyHAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, as in effect on the Closing Date, and (iv) that the condition to closing set forth in Section 6.1(c) has been met; (iii) At the Closing, the Registration Rights Agreement, duly executed by the Company; (iv) An opinion of U.S. counsel to the Company addressed to the Buyer, providing that the issuance, sale and delivery to the Buyer of the Units have been duly authorized by all necessary corporate action and (i) upon issuance against payment therefor and delivery to the Buyer, (A) the Common Stock included in such Units will be validly issued, fully paid and non-assessable and (B) the Warrants will be valid and binding obligations of the Company and (ii) assuming issuance of the Warrant Shares upon the exercise of the Warrant in accordance with the terms of the Warrant, the Warrant Shares will be validly issued, fully paid and non-assessable; and (v) An opinion of Canadian counsel to the Company addressed to the Buyer, providing that the issuance of the Units is exempt from the prospectus requirements under Ontario securities laws, that such securities are subject to restrictions on transfer under Ontario securities law and that the Common Stock included in such Units and the Warrant Shares are conditionally approved for listing on the TSXAS AMENDED.

Deliveries at Closing. The following documents shall be delivered to Title Company, Buyer shall have received from the Company each of the deliveries and/or Seller, as set forth below, on or before the Closing Date: (ia) At Seller shall execute and deliver to Buyer a Grant, Bargain and Sale Deed in the Closing, certificates representing form attached hereto as Exhibit J for the shares of Common Stock Property (the “Deed”). (b) Seller and Warrants, comprising the Units, duly Buyer shall execute and validly issued in favor of Buyer and otherwise sufficient to vest in Buyer good title deliver to the shares other duplicate originals of Common Stock notices to all Tenants stating that (a) the Property has been sold and Warrants comprising conveyed to Buyer; and (b) such other matters as are required by applicable law or pursuant to the Units;terms of the Leases or which either party may reasonably request (the “Tenant Notification Letters”). (iic) At Seller and Buyer shall execute and deliver to the Closingother an Assignment and Assumption of Leases (the “Assignment of Leases”), in the form of Exhibit K attached hereto, pursuant to which Seller assigns and Buyer assumes all of the landlord’s right, title and interest in and to any Leases and related Security Deposits. (d) A General Assignment, in the form of Exhibit L attached hereto, pursuant to which Seller transfers, conveys and assigns to Buyer all of the Service Contracts, Permits, and the Personal Property (the “General Assignment”). (e) Seller and Buyer shall deliver to the other and Title Company such evidence as may be reasonably required by the other of the due authorization, execution and delivery by such party of this Agreement and the Seller’s Documents or the Buyer’s Documents, as the case may be. (f) Seller shall deliver to Buyer a certified rent roll which shall include a list of all tenants, their annual rent, commencement date, expiration date, all renewals, a certificate issued by the secretary or an assistant secretary list of the Companyall Tenants who are delinquent, dated as of the Closing Date, in form the payment of rents, the amount of each such delinquency and substance reasonably satisfactory the period to Buyerwhich each such delinquency relates. (g) Seller shall terminate or cause to be terminated, certifying on behalf effective as of the Company Closing, (i) all existing property management agreements affecting the resolutions of the board of directors of the Company authorizing the execution, delivery and performance of this Agreement and the issuance of the UnitsProperty, (ii) the incumbency all Listing Agreements (except as those Listing Agreements which related to a Master Lease Space or Earn Out Space), and signature of the authorized signatory of the Company executing this Agreement, (iii) those Service Contracts that Buyer has notified Seller in writing prior to the amended and restated certificate of incorporation and bylaws expiration of the CompanyDue Diligence Period that Buyer desires to have terminated at Closing. (h) Seller shall deliver to Buyer updated schedules of the Leases and the Service Contracts at the Property, the Listing Agreements and the Security Deposits, respectively, and certified by Seller as correct and complete in effect on all material respects as of the Closing Date. (i) Subject to Section 7.2(b) and (c), Seller shall deliver to Buyer the Tenant Estoppels that Seller has received from the Tenants and the REA Estoppels that Seller has received from the REA Parties, or those that Seller has executed as permitted thereunder. (j) Seller shall deliver to Buyer a FIRPTA certification in the form of Exhibit M attached hereto, verified as true and signed and sworn to under penalties of perjury by a general partner or managing member of Seller. (k) Buyer shall deliver to the Title Company for delivery to Seller in accordance with this Agreement the balance of the Initial Funding pursuant to Article II above. (l) Seller shall deliver to Buyer any Security Deposits in Seller’s possession or control that have not been (i) applied to defaults as permitted by this Agreement or (ii) credited to Buyer pursuant to Section 6.5 hereof. (m) Seller and Buyer shall execute and deliver to each other a certificate updating the representations and warranties made by each of them in Articles VIII and IX, respectively. If any of the facts contained in the representations and warranties made by Seller in Article VIII change in any material respect between the date hereof and the Closing Date, then promptly upon learning of such change in facts, Seller shall disclose such changes in writing to Buyer. (n) Seller and Buyer shall execute and deliver to each other the escrow agreement for the TI/Commissions Escrow. (ivo) that If applicable, Seller and Inland Diversified shall have executed the condition Operating Agreement and the other documents related to closing set forth the OP Units, including, without limitation, any additional guaranty or other agreement described in Section 6.1(c) has been met; 1.2 (iii) At the Closing, the Registration Rights Agreement, duly executed by the Company; (iv) An opinion of U.S. counsel to the Company addressed to the Buyer, providing that the issuance, sale and delivery to the Buyer of the Units have been duly authorized by all necessary corporate action and (i) upon issuance against payment therefor and delivery to the Buyer, (A) the Common Stock included in such Units will be validly issued, fully paid and non-assessable and (B) the Warrants will be valid and binding obligations of the Company and (ii) assuming issuance of the Warrant Shares upon the exercise of the Warrant in accordance with the terms of the Warrant, the Warrant Shares will be validly issued, fully paid and non-assessable; and (v) An opinion of Canadian counsel to the Company addressed to the Buyer, providing that the issuance of the Units is exempt from the prospectus requirements under Ontario securities laws, that such securities are subject to restrictions on transfer under Ontario securities law and that the Common Stock included in such Units and the Warrant Shares are conditionally approved for listing on the TSX“Transaction Documents”).

Deliveries at Closing. The following documents will be executed and delivered by Buyer shall have received from and the Company each of Sellers, as applicable, at or prior to the deliveries set forth belowClosing: (i) At the Closing, certificates representing the shares of Common Stock and Warrants, comprising the Units, duly and validly issued in favor of Buyer and otherwise sufficient to vest the Sellers shall execute an escrow agreement in Buyer good title to the shares of Common Stock and Warrants comprising form attached hereto as Exhibit B (the Units;“Closing Escrow Agreement”). (ii) At the Closing, a certificate issued by the secretary or an assistant secretary of the Company, dated the Closing Date, in form and substance reasonably satisfactory to Buyer, certifying on behalf of the Company (i) the resolutions of the board of directors of the Company authorizing the execution, delivery and performance of this Agreement Buyer and the issuance of Sellers shall execute, if applicable, the Units, (ii) the incumbency and signature of the authorized signatory of the Company executing this Agreement, (iii) the amended and restated certificate of incorporation and bylaws of the Company, as in effect on the Closing Date, and (iv) that the condition to closing set forth in Section 6.1(c) has been met;Specified Matter Escrow Agreement(s). (iii) At Buyer shall deliver to the Closing, Sellers the Registration Rights Agreement, duly executed certificates required by the Company;Sections 6.3(a) and (b) hereof. (iv) An opinion of U.S. counsel The Sellers shall deliver, or cause to be delivered, to Buyer the certificates required by Sections 6.2(a) and (b) hereof. (v) Buyer shall deliver to the Company addressed Sellers evidence reasonably satisfactory to the BuyerSellers that Buyer has obtained all Gaming Approvals required to consummate the transactions contemplated hereby. (vi) The Sellers shall deliver to Buyer invoices in respect of the Selling Expenses. (vii) The Sellers shall have delivered or cause to be delivered the Payoff Letter as contemplated by Section 5.12(a) and releases of all Liens and other security interests securing the Indebtedness in each case as described in the Payoff Letter. (viii) Each Seller shall deliver to Buyer a certification of its status as a non-foreign person in the form attached hereto as Exhibit D (the “FIRPTA Certificate”) in accordance and compliance with Treasury Regulations Section 1.1445-2(b)(2). (ix) Each Seller shall have executed and delivered an assignment agreement in the form attached hereto as Exhibit E (each, providing that an “Assignment Agreement”) assigning such Seller’s interest in the issuance, sale Purchased Interests to Buyer free and delivery clear of all Encumbrances. (x) Each of the Sellers and Buyer shall deliver evidence reasonably satisfactory to the Buyer Title Company regarding due organization and the due authorization of the Units have been duly authorized transactions contemplated by all necessary corporate action and (i) upon issuance against payment therefor and delivery this Agreement, to the Buyer, extent required by the Title Company. (Axi) The Sellers shall deliver such customary affidavits as the Common Stock included Title Company may reasonably require in such Units will be validly issued, fully paid and non-assessable and (B) order to issue the Warrants will be valid and binding obligations of the Company and (ii) assuming issuance of the Warrant Shares upon the exercise of the Warrant Title Policy in accordance with the terms hereof. (xii) Sellers shall deliver evidence of the Warrantresignation or removal, effective as of the Warrant Shares will be validly issuedClosing Date, fully paid and non-assessable; andof each director of the Company, unless otherwise designated by Buyer in advance no less than five (5) Business Days prior to the Closing Date. (vxiii) An opinion of Canadian counsel The Sellers and Buyer shall deliver to the Company addressed Escrow Agent a joint written instruction instructing the Escrow Agent to release (1) the Deposit to the Sellers and (2) the interest accrued on the Deposit to Buyer, providing that in each case in accordance with the issuance of the Units is exempt from the prospectus requirements under Ontario securities laws, that such securities are subject to restrictions on transfer under Ontario securities law and that the Common Stock included in such Units and the Warrant Shares are conditionally approved for listing on the TSXDeposit Escrow Agreement.

Deliveries at Closing. Section VII.1 Deliveries by the Company and the Shareholders. On ---------------------------------------------- the Closing Date, the Company and the Shareholders will deliver, or cause to be delivered, to the Buyer the following: (a) The Shareholders shall have received from delivered to the Buyer certificates evidencing the Company each Common Stock, free and clear of the deliveries set forth belowall liens and encumbrances or restrictions on transfer of any nature whatsoever, duly endorsed in blank for transfer or accompanied by stock powers duly executed in blank and with all requisite documentary or stock transfer tax stamps affixed. (b) The following corporate documentation: (i) At the Closing, certificates representing the shares The Company's Articles or Certificate of Common Stock and Warrants, comprising the Units, duly and validly issued in favor Incorporation certified as of Buyer and otherwise sufficient to vest in Buyer good title a date within thirty (30) days prior to the shares Closing Date by the Secretary of Common Stock and Warrants comprising State of the Unitsstate of the Company's organization; (ii) At Good Standing Certificates with respect to the Closing, a certificate issued by Company as of date within thirty (30) days prior to the secretary or an assistant secretary Closing Date from the Secretary of State of the state of the Company, dated the Closing Date, 's organization and each other state in form and substance reasonably satisfactory to Buyer, certifying on behalf of which the Company (i) the resolutions of the board of directors of the Company authorizing the execution, delivery and performance of this Agreement and the issuance of the Units, (ii) the incumbency and signature of the authorized signatory of the Company executing this Agreement, (iii) the amended and restated certificate of incorporation and bylaws of the Company, as in effect on the Closing Date, and (iv) that the condition is qualified to closing set forth in Section 6.1(c) has been metdo business; (iii) At The Company's By-Laws certified as of the Closing, the Registration Rights Agreement, duly executed Closing Date by the CompanyPresident or Secretary of the Company and the Shareholders as being in full force and effect and unmodified; (iv) An opinion of U.S. counsel to the Company addressed to the Buyer, providing that the issuance, sale The Company's Minute and delivery to the Buyer Stock Book certified as of the Units have been duly authorized Closing Date by all necessary corporate action and (i) upon issuance against payment therefor and delivery to the Buyer, (A) the Common Stock included in such Units will be validly issued, fully paid and non-assessable and (B) the Warrants will be valid and binding obligations President or Secretary of the Company and (ii) assuming issuance of the Warrant Shares upon the exercise of the Warrant in accordance with the terms of the WarrantShareholders as being current, the Warrant Shares will be validly issuedcomplete, fully paid accurate and non-assessableunmodified; and (v) An Corporate Resolutions of the Company's Board of Directors and the Shareholders, approving this Agreement and all the transactions contemplated hereby on behalf of the Company, certified by the President or Secretary of the Company and the Shareholders as being in full force and effect and unmodified (which director resolutions shall include the approval of the Employee Plan Termination. (c) The legal opinion of Canadian counsel to the Company addressed and the Shareholders attached hereto as Exhibit C. (d) The Employment Agreement between the Company and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇- ▇▇▇▇▇▇▇, executed by ▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇▇▇▇, and the Employment Agreement between the Company and ▇▇▇▇ ▇▇▇▇▇▇▇, executed by ▇▇▇▇ ▇▇▇▇▇▇▇, attached hereto as Exhibits D-1 and D-2, respectively (the "Employment Agreements"). (e) A lock-up agreement regarding the Closing Shares in the form annexed hereto as Exhibit F (the "Lock-up Agreement") executed by each Shareholder. (f) An escrow agreement in the form annexed hereto as Exhibit FF executed by each Shareholder and ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, LLP, as escrow agent (the "338 Escrow Agreement"). (g) Resignations, in writing, of all the directors and certain officers of the Company. (h) Consents or acknowledgments to the assignment (i.e., as a result ---- of change of control provisions) of all Business Agreements listed in the Disclosure Schedule. (i) Consent to a press release in form satisfactory to the Shareholders and the Buyer relating to this Agreement and the transactions contemplated hereby. (j) A certificate of Net Worth signed by an authorized officer of the Company and the Shareholders (the "Certificate of Net Worth") stating such persons' reasonable belief that that the Net Worth of the Company is not less than $5,100,000. (k) A list of all software (including, off-the-shelf software) used by the Company in operating and maintaining the Business. (l) Evidence satisfactory to the Buyer that the Company has sold the Excluded Assets pursuant to an agreement satisfactory to the Buyer, providing that under which the issuance Company is selling the Excluded Assets on an as is where is basis and makes no representations, warranties, indemnities or covenants to the purchaser of the Units is exempt from Excluded Assets and such purchaser assumes all duties, obligations and liabilities of any nature relating to the prospectus requirements under Ontario securities lawsExcluded Assets. (m) The Escrow Agreement, that such securities are subject to restrictions on transfer under Ontario securities law and that executed by the Common Stock included in such Units and the Warrant Shares are conditionally approved for listing on the TSXShareholders.

Deliveries at Closing. Buyer shall have received from the Company each of the deliveries set forth below: (i) At the Closing, certificates representing the shares of Common Stock and Warrants, comprising the Units, duly and validly issued in favor of Buyer and otherwise sufficient to vest in Buyer good title to the shares of Common Stock and Warrants comprising the Units; (ii) At the Closing, a certificate issued by the secretary or an assistant secretary of the Company, dated the Closing Date, in form and substance reasonably satisfactory to Buyer, certifying on behalf of the Company (i) the resolutions of the board of directors of the Company authorizing the execution, delivery and performance of this Agreement and the issuance of the Units, (ii) the incumbency and signature of the authorized signatory of the Company executing this Agreement, (iii) the amended and restated certificate of incorporation and bylaws of the Company, as in effect on the Closing Date, and (iv) that the condition to closing set forth in Section 6.1(c) has been met; (iii) At the Closing, the Registration Rights AgreementCompany shall deliver the following to each Purchaser: (a) a stock certificate registered in such Purchaser's name, duly executed or in such nominee name(s) as designated by the Purchaser in writing, representing the Shares purchased by such Purchaser; (b) a Warrant in such Purchaser's name, or in such nominee name(s) as designated by the Purchaser in writing; and (c) a certificate, signed by an officer of the Company; (iv) An opinion of U.S. counsel , to the Company addressed to the Buyer, providing effect that the issuance, sale and delivery to the Buyer of the Units have been duly authorized by all necessary corporate action and (i) upon issuance against payment therefor the representations and delivery to the Buyer, (A) the Common Stock included in such Units will be validly issued, fully paid and non-assessable and (B) the Warrants will be valid and binding obligations warranties of the Company contained in this Agreement are true and correct in all material respects on and as of the Closing Date as though newly made on and as of that date (except for representations and warranties which speak as of the date of this Agreement or as of another specific date or period, which shall continue to be true and correct in all material respects as of the respective dates and for the respective periods covered thereby); and (ii) assuming issuance the Company has performed and complied with, in all material respects, all of its covenants contained in this Agreement and required to be performed or complied with on or before the Closing. Each Purchaser's obligation to purchase the Units shall be subject to the following conditions: (a) the accuracy of the Warrant Shares upon representations and warranties made by the exercise Company herein and the fulfillment of those undertakings of the Warrant in accordance with the terms Company to be fulfilled prior to Closing; (b) delivery of the Warrant, certificates representing the Warrant Shares will and the Warrants. The Company's obligation to sell the Units shall be validly issued, fully paid subject to the following conditions: (a) the accuracy of the representations and non-assessablewarranties made by each Purchaser herein and the fulfillment of those undertakings of each Purchaser to be fulfilled prior to the Closing; and (vb) An opinion each Purchaser's payment of Canadian counsel the Purchase Price to the Escrow Agent. Upon satisfaction of all the conditions to Closing set forth in this Agreement, the Escrow Agent shall be directed to deliver to the Company addressed the aggregate Purchase Price for the Units, less any expenses that the Company has agreed to reimburse to its counsel, which the Escrow Agent shall pay directly to the Buyer, providing that the issuance of the Units is exempt from the prospectus requirements under Ontario securities laws, that such securities are subject to restrictions on transfer under Ontario securities law and that the Common Stock included in such Units and the Warrant Shares are conditionally approved for listing on the TSXCompany.

Deliveries at Closing. Buyer shall have received from At the Company each of the deliveries set forth belowClosing, (a) Grande Holdings hereby agrees to: (i) At the Closing, deliver to Parent stock certificates representing all of the shares of Grande Operating Common Stock and Warrants, comprising the UnitsStock, duly and validly issued in favor of Buyer and otherwise sufficient to vest in Buyer good title stamped cancelled, (or deliver written instructions to the shares trustee under the Indenture to deliver such original stock certificates to Parent or, at Parent’s request, the financing sources in connection with the Financing contemplated pursuant to the Debt Financing Commitment or any alternative Financing, or a trustee or agent therefor) and the unit certificates, if any, representing all of Common Stock and Warrants comprising the UnitsMembership Interests together with a unit power executed in blank; (ii) At the Closing, deliver to Ultimate Parent a certificate issued by dated as of a date no earlier than ten (10) business days before the secretary or an assistant secretary Closing Date of the CompanySecretary of State of each applicable jurisdiction as to the legal existence and good standing (including tax) of each of Grande Holdings and Grande Operating, dated and a certificate as of a date no earlier than ten (10) business days before the Closing Date, Date from the Secretary of State of each applicable jurisdiction as to Grande Operating’s qualification to transact business and good standing in form and substance reasonably satisfactory each jurisdiction in which it is then required to Buyer, certifying on behalf of the Company (i) the resolutions of the board of directors of the Company authorizing the execution, delivery and performance of this Agreement and the issuance of the Units, (ii) the incumbency and signature of the authorized signatory of the Company executing this Agreement, (iii) the amended and restated certificate of incorporation and bylaws of the Company, as in effect on the Closing Date, and (iv) that the condition be qualified to closing set forth in Section 6.1(c) has been metdo business; (iii) At cause to be executed and delivered to Ultimate Parent by the ClosingGrande Holdings Investor a counterpart of each of the Ultimate Parent Partnership Agreement, the Partners Agreement and the Registration Rights Agreement, duly executed by the Company; (iv) An opinion cause the execution and delivery of U.S. counsel resignations, effective as of Closing, in the form attached hereto as Exhibit G of the directors and officers of Grande Operating other than those identified by ABRY in a writing delivered to Grande Holdings not later than three (3)days prior to the Company addressed Closing Date; (v) cause Grande Operating to execute and deliver to Atlantic Broadband the Atlantic Broadband management services agreement substantially in the form attached hereto as Exhibit H (the “Atlantic Broadband Management Agreement”); (vi) cause Grande Operating to execute and deliver to ABRY (or to an Affiliate to whom ABRY may specify) the advisory agreement substantially in the form attached hereto as Exhibit I (the “ABRY Advisory Agreement”); (vii) execute and deliver, and cause Grande Operating to execute and deliver, a contribution, assignment and assumption agreement substantially in the form attached hereto as Exhibit J (the “Contribution Agreement”); (viii) deliver to Ultimate Parent evidence of any terminations called for by Section 7.17(a); (ix) deliver to Ultimate Parent a certificate, dated as of the Closing Date, sworn under penalty of perjury, that Grande Holdings is not a foreign person within the meaning of Treasury Regulation Section 1.1445-5(b)(3); (x) cause the Grande Holdings Investor to become party to this Agreement, if the Grande Holdings Investor is not Grande Holdings; (xi) cause Grande Operating to execute and deliver amendments to each of the WP ▇▇▇▇▇ Leases in such forms as may be agreed upon by the ABRY Parties, Grande Holdings and the “Landlords” referred to in Section 8.2(m) (the “Lease Amendments”), and execute and deliver amendments to the Buyer, providing that the issuance, sale and delivery to the Buyer of the Units have been duly authorized by all necessary corporate action and (i) upon issuance against payment therefor and delivery to the Buyer, (A) the Common Stock included Grande Holdings Lease Guaranties in such Units will forms as may be validly issuedagreed upon by the ABRY Parties, fully paid Grande Holdings and non-assessable and such “Landlords” (B) the Warrants will be valid and binding obligations of the Company and (ii) assuming issuance of the Warrant Shares upon the exercise of the Warrant in accordance with the terms of the Warrant, the Warrant Shares will be validly issued, fully paid and non-assessable“Lease Guaranty Amendments”); and (xii) deliver a copy of the notice of redemption in respect of the Senior Secured Notes. (b) ABRY Parties hereby agree to: (i) make, or cause to be made, the payments contemplated by Section 3.1(b); (ii) deliver or cause to be delivered copies of executed transaction and closing documents with respect to the Financing (including the Investor Securities Purchase Agreement) and evidence reasonably satisfactory to Grande Holdings that such transactions shall have been consummated; (iii) deliver to Grande Holdings a certificate as of a date no earlier than ten (10) business days before the Closing Date of the Secretary of State of the State of Delaware as to the legal existence and good standing (including tax) of each ABRY Party in Delaware; (iv) execute and deliver to the Grande Holdings Investor a counterpart of each of the Ultimate Parent Partnership Agreement, the Partners Agreement, the Registration Rights Agreement executed by each of the parties thereto (other than the Grande Holdings Investor); (v) An opinion of Canadian counsel deliver to Grande Holdings a fully executed Parent Operating Agreement in the Company addressed form attached hereto as Exhibit K; (vi) Ultimate Parent and Parent will execute and deliver the New Lease Guaranties; and (vii) cause Atlantic Broadband to execute and deliver to Grande Holdings the Buyer, providing that the issuance Atlantic Broadband Management Agreement. (c) ABRY LLC hereby agrees to deliver to Grande Holdings an executed counterpart of the Units is exempt from the prospectus requirements under Ontario securities lawsABRY Advisory Agreement, that such securities are subject to restrictions on transfer under Ontario securities law and that the Common Stock included in such Units and the Warrant Shares are conditionally approved for listing on the TSXexecuted by ABRY LLC.

Deliveries at Closing. Buyer At the Closing, the parties shall, respectively, make the following simultaneous deliveries: (a) Each Seller shall have received deliver or cause to be delivered: (i) a validly executed assignment of interest in the LLC or such other document(s) or instrument(s) as the Purchaser may reasonably request evidencing the transfer of such Seller’s Membership Interests to Purchaser (i.e. in the case of ▇▇▇▇▇▇ an assignment of the ▇▇▇▇▇▇ Membership Interest, in the case of DPI an assignment of the DPI Membership Interest, in the case of UCM an assignment of the UCM Membership Interest and in the case of ▇▇▇▇▇▇▇▇▇ an assignment of the ▇▇▇▇▇▇▇▇▇ Membership Interest), together with any, endorsements, , spousal waivers of community property rights and other documents required for the sale, conveyance, transfer and delivery of the Membership Interests; (ii) a receipt, duly executed on behalf of each Seller, indicating receipt of the Purchase Price from Purchaser; (iii) a good standing certificate of each Seller that is a corporation or limited liability company from the Company each appropriate Governmental Authority dated not more than thirty (30) Business Days prior to the Closing Date; and (iv) such other customary transfer and closing documents as Purchaser may reasonably request. (b) the Purchase Price net of the deliveries set forth belowpayoff of the Real Property Secured Debt and each Seller’s share of closing costs and fees (“Net Purchase Proceeds”) shall be paid by Purchaser to Sellers as follows: (i) At the Closing, certificates representing the shares of Common Stock and Warrants, comprising the Units, duly and validly issued 84% to ▇▇▇▇▇▇ in favor of Buyer and otherwise sufficient to vest in Buyer good title to the shares of Common Stock and Warrants comprising the Unitscash; (ii) At the Closing, a certificate issued by the secretary or an assistant secretary of the Company, dated the Closing Date, 1% DPI in form and substance reasonably satisfactory to Buyer, certifying on behalf of the Company (i) the resolutions of the board of directors of the Company authorizing the execution, delivery and performance of this Agreement and the issuance of the Units, (ii) the incumbency and signature of the authorized signatory of the Company executing this Agreement, (iii) the amended and restated certificate of incorporation and bylaws of the Company, as in effect on the Closing Date, and (iv) that the condition to closing set forth in Section 6.1(c) has been metcash; (iii) At 9.75% to UCM; by causing the ClosingPurchaser to issue to UCM the number of Class B common units equivalent in value to 9.75% of the Net Purchase Proceeds, with the Registration Rights Agreement, duly executed price of each such unit equal to the price per share paid by investors in the Company;Qualified Financing; and. (iv) An opinion 5.25% to ▇▇▇▇▇▇▇▇▇ by causing the Purchaser to issue to ▇▇▇▇▇▇▇▇▇ the number of U.S. counsel Class B common units equivalent in value to 5.25% of the Net Purchase Proceeds, with the price of each such unit equal to the Company addressed price per share paid by investors in the Qualified Financing. By executing this Agreement and consenting to the BuyerClosing, providing each Seller agrees that the issuanceabove apportionment of the Net Purchase Proceeds between them is materially correct, sale fair and delivery consistent with their respective interest in the LLC. Each Seller has had the opportunity to have the above apportionment reviewed by an attorney, CPA or other independent advisor of their choice and releases each of the other Sellers, the LLC and the Purchaser from any liability, obligation or claim arising out of or relating to such apportionment. (c) to ▇▇▇▇▇▇ satisfactory evidence of payment in full, contemporaneously with the Closing, of the Real Property Secured Debt and the release of Dreyer’s Personal Guarantee of the Real Property Secured Debt; (d) to each of the Sellers a good standing certificate of the Purchaser from the appropriate Governmental Authority in its State of organization dated not more than ten (10) Business Days prior to the Buyer of the Units have been duly authorized by all necessary corporate action and (i) upon issuance against payment therefor and delivery to the Buyer, (A) the Common Stock included in such Units will be validly issued, fully paid and non-assessable and (B) the Warrants will be valid and binding obligations of the Company and (ii) assuming issuance of the Warrant Shares upon the exercise of the Warrant in accordance with the terms of the Warrant, the Warrant Shares will be validly issued, fully paid and non-assessableClosing Date; and (ve) An opinion of Canadian counsel to such other customary closing documents, closing statements, certificates or instruments as Purchase or the Company addressed to the Buyer, providing that the issuance of the Units is exempt from the prospectus requirements under Ontario securities laws, that such securities are subject to restrictions on transfer under Ontario securities law and that the Common Stock included in such Units and the Warrant Shares are conditionally approved for listing on the TSXSellers shall reasonably request.

Deliveries at Closing. Buyer At and as a condition for Closing, the following deliveries shall have received from the Company each of the deliveries set forth belowtake place: (ia) At Seller shall sell, transfer and convey to Purchaser the Closing, Shares and release and deliver to Purchaser the share certificates representing all of the shares of Common Stock and Warrants, comprising the UnitsShares, duly and validly issued endorsed in favor of Buyer and otherwise sufficient to vest in Buyer good title to the shares of Common Stock and Warrants comprising the Unitsblank, (or accompanied by duly executed powers); (iib) At Non-Competition Agreements among Purchaser, Seller and Instrumentarium Oyj, attached hereto as Schedule 3.4(b) (the Closing"Non-Competition Agreements"), duly executed by each of Purchaser, Seller, and Instrumentarium Oyj. (c) Purchaser shall pay the Purchase Price to Seller; (d) Seller shall convey a certificate issued copy, certified to be a true and complete copy by the secretary or an assistant secretary a Secretary of the CompanySeller, dated the Closing Date, in form and substance reasonably satisfactory to Buyer, certifying on behalf of the Company (i) the resolutions a resolution of the board Seller's Board of directors of the Company Directors authorizing the execution, delivery and performance of this Agreement by Seller and the issuance consummation of the Unitstransactions contemplated hereby; (e) Purchaser shall convey a copy, certified to be a true and complete copy by a Secretary of Purchaser, of a resolution of the Purchaser's Board of Directors authorizing the execution , delivery and performance of this Agreement by Purchaser and the consummation of the transactions contemplated hereby; (iif) An Acknowledgment by Seller and each Prior Shareholder attached hereto as Schedule 3.4(f) (the "Acknowledgment"), indicating the Shares are fully transferable to Purchaser and are free and clear of all restrictions on the ability to vote, and are not subject to claims, options, liens, charges or other Encumbrances of any kind, and duly executed by each of Seller and the Prior Shareholders. (g) the incumbency and signature of the authorized signatory of the Company executing this Royalty Agreement, attached hereto as Schedule 3.4(g); (iiih) the amended and restated certificate A third-party guaranty, satisfactory to Seller, of incorporation and bylaws of the Company, certain Royalty obligations as in effect on the Closing Date, and (iv) that the condition to closing set forth in Section 6.1(c) has been metthe Royalty Agreement, attached hereto as schedule 3.4(h); (iiii) At A Distribution Termination Agreement between Seller, Purchasers, and the ClosingCompany relating to the termination of Seller's existing distribution relationship with the Company and to service arrangements for certain of Seller's other customers, the Registration Rights Agreement, duly executed by the Companyattached hereto as schedule 3.4(i); (ivj) An opinion of U.S. counsel Any other document, condition, amount or matter herein called for to the Company addressed to the Buyerbe produced, providing that the issuancedelivered, sale and delivery to the Buyer of the Units have been duly authorized by all necessary corporate action and (i) upon issuance against payment therefor and delivery to the Buyerreleased, (A) the Common Stock included in such Units will paid or fulfilled at Closing as a condition precedent shall be validly issuedso produced, fully delivered, released, paid and non-assessable and (B) the Warrants will be valid and binding obligations of the Company and (ii) assuming issuance of the Warrant Shares upon the exercise of the Warrant in accordance with the terms of the Warrant, the Warrant Shares will be validly issued, fully paid and non-assessable; and (v) An opinion of Canadian counsel to the Company addressed to the Buyer, providing that the issuance of the Units is exempt from the prospectus requirements under Ontario securities laws, that such securities are subject to restrictions on transfer under Ontario securities law and that the Common Stock included in such Units and the Warrant Shares are conditionally approved for listing on the TSXfulfilled.

Deliveries at Closing. Buyer shall have received from At the Company each of Closing: --------------------- Independence will deliver to Atlas the deliveries following: An executed and acknowledged Real Property Quitclaim Deed covering the Acquired Claims and the Located Claims (as set forth below: in parts (ii) and (iii) of Exhibit A-1) in the form attached hereto as Exhibit B-1; An executed and acknowledged Assignment of Leases covering the Leased Claims (as set forth in part (i) At of Exhibit A-1) in the Closingform attached hereto as Exhibit B-2; An executed and acknowledged ▇▇▇▇ of Sale covering any personal property associated with the Acquired Claims, the Located Claims or the Leased Claims in the form attached hereto as Exhibit B-3; An executed and acknowledged Water Rights Quitclaim Deed covering the Water Rights in the form attached hereto as Exhibit B-4; Certificates of good standing for Independence from the Secretary of State of the States of Delaware and Nevada; and An Officer's Certificate in the form attached hereto as Exhibit C. Atlas will deliver to Independence the following: A certificate or certificates representing the Shares, registered in Independence's name and bearing the following legend: The shares represented by this Certificate have not been registered under the Securities Act of Common Stock 1933, as amended (the "Act"), and Warrantsare "restricted securities" as that term is defined in Rule 144 under the Act and may not be sold, comprising the Unitstransferred, duly and validly issued in favor of Buyer and otherwise sufficient assigned, pledged or hypothecated except pursuant to vest in Buyer good title to the shares of Common Stock and Warrants comprising the Units; (ii) At the Closing, a certificate issued by the secretary an effective registration statement or an assistant secretary opinion of the Company, dated the Closing Date, in form and substance counsel reasonably satisfactory to BuyerAtlas Corporation to the effect that registration under the Act is not required. The shares are being acquired solely for the purpose of investment, certifying and not with a view to the distribution or sale of any part thereof. The shares have been acquired subject to the terms and conditions of that certain Purchase and Sale Agreement between Independence Mining Company Inc. and Atlas Corporation dated October 25, 1995. $400,000.00 in immediately available funds, plus an amount of money (in immediately available funds) equal to the federal and state claim holding and filing fees required to maintain the Properties in good standing, prorated on behalf a daily basis to the date hereof, for the assessment year commencing September 1, 1995; If the Closing occurs on or after November 4, 1995, $30,000.00 in immediately available funds in respect of Independence's payment to ▇▇▇▇▇▇ ▇. and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ under a certain Mining Lease dated November 4, 1983 as more fully described in Exhibit A-1; An assumption of obligations in the form of the Company (i) Assumption Agreement attached hereto as Exhibit B-5 as required by Section 3.3; A registration rights agreement pertaining to the resolutions Shares in the form of Exhibit D; A certificate of good standing for Atlas from the Secretary of State of the board State of directors Delaware; An Officer's Certificate in the form attached hereto as Exhibit E; and The opinions of Coudert Brothers and ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ in the Company authorizing the execution, delivery and performance form of this Agreement and the issuance of the Units, (ii) the incumbency and signature of the authorized signatory of the Company executing this Agreement, (iii) the amended and restated certificate of incorporation and bylaws of the Company, as in effect on the Closing Date, and (iv) that the condition to closing set forth in Section 6.1(c) has been met; (iii) At the Closing, the Registration Rights Agreement, duly executed by the Company; (iv) An opinion of U.S. counsel to the Company addressed to the Buyer, providing that the issuance, sale and delivery to the Buyer of the Units have been duly authorized by all necessary corporate action and (i) upon issuance against payment therefor and delivery to the Buyer, (A) the Common Stock included in such Units will be validly issued, fully paid and non-assessable and (B) the Warrants will be valid and binding obligations of the Company and (ii) assuming issuance of the Warrant Shares upon the exercise of the Warrant in accordance with the terms of the Warrant, the Warrant Shares will be validly issued, fully paid and non-assessable; and (v) An opinion of Canadian counsel to the Company addressed to the Buyer, providing that the issuance of the Units is exempt from the prospectus requirements under Ontario securities laws, that such securities are subject to restrictions on transfer under Ontario securities law and that the Common Stock included in such Units and the Warrant Shares are conditionally approved for listing on the TSXExhibit F hereto.

Deliveries at Closing. Buyer The obligation of Ridgestone to make the Term Loan is further subject to the satisfaction on or before the Closing Date of each of the following express conditions precedent: (a) Ridgestone shall have received from the Company each of the deliveries set forth below:following (each to be properly executed, dated and completed), in form and substance satisfactory to Ridgestone and Borrower (or Guarantor, as applicable): (i) At the Closing, certificates representing the shares of Common Stock and Warrants, comprising the Units, duly and validly issued in favor of Buyer and otherwise sufficient to vest in Buyer good title to the shares of Common Stock and Warrants comprising the Unitsthis Agreement; (ii) At the Closing, Term Note; (iii) the Mortgages; (iv) the Security Agreements; (v) the Environmental Indemnity Agreements; (vi) the Guarantee Agreement; (vii) the USDA Guarantee; (viii) the Intercreditor Agreement; (ix) the Acknowledgements; (x) the Financing Statements; (xi) a certificate issued by the secretary or of an assistant secretary officer of the Company, each Borrower dated as of the Closing Date, in a form satisfactory to Ridgestone, as to: (A) the incumbency and substance signature of the officers of each Borrower who have signed or will sign this Agreement, the Term Note and any other Loan Document; (B) the adoption and continued effect of resolutions in a form reasonably satisfactory to Buyer, certifying on behalf of the Company (i) the resolutions of the board of directors of the Company Ridgestone authorizing the execution, delivery and performance of this Agreement Agreement, the Term Note and the issuance other Loan Documents, together with copies of those resolutions; and (C) the accuracy and completeness of copies of the UnitsArticles of Incorporation and Bylaws of Techsonic, as amended to date, and of the Certificate of Formation and Memorandum of Organization and Operating Agreement of Marine, as amended to date; (iixii) a certificate of an officer for the Guarantor dated as of the Closing Date, in a form satisfactory to Ridgestone, as to: (A) the incumbency and signature of the authorized signatory officer of the Company executing this Guarantor who has signed or will sign the Guaranty Agreement, the USDA Guarantee and any other Loan Document; (iiiB) the amended adoption and restated certificate continued effect of incorporation and bylaws resolutions of the Companydirectors of the Guarantor authorizing the execution, delivery and performance of the Guarantee Agreement, the USDA Guarantee and the other Loan Documents executed by the Guarantor, together with copies of those resolutions; and (C) the accuracy and completeness of copies of the Articles of Incorporation and Bylaws of the Guarantor, as in effect on amended to date; (xiii) the Closing Date Balance Sheet showing the Borrower to have a combined tangible net worth of at least ten percent (10%) of the total, combined assets of the Borrower as of the Closing Date, and (iv) that the condition otherwise acceptable to closing set forth Ridgestone in Section 6.1(c) has been metits discretion; (iiib) At Ridgestone shall have received a commitment of title insurance covering Ridgestone’s interest in the ClosingProperty, together with such endorsements thereto as Ridgestone may reasonably require and as are generally available in the Registration Rights AgreementState in which the Property is located at a commercially reasonable cost, duly executed written by a title insurance company reasonably acceptable to Ridgestone, on a current ALTA form in the Company; (iv) An opinion of U.S. counsel to the Company addressed to the Buyer, providing that the issuance, sale and delivery to the Buyer total face amount of the Units have been duly authorized by all necessary corporate action and Term Loan, insuring to Ridgestone that: (i) upon issuance against payment therefor and delivery the Borrower (or, with respect to the BuyerMinnesota Property, (AGuarantor) owns marketable, fee simple title to the Common Stock included in such Units will be validly issuedProperty, fully paid and non-assessable and (B) subject only to the Warrants will be valid and binding obligations of the Company Permitted Liens; and (ii) assuming issuance of Ridgestone holds a valid, first-lien mortgage on the Warrant Shares upon Property pursuant to the exercise of Mortgages. The Borrower shall pay for the Warrant in accordance with title insurance commitment and the terms of the Warrant, the Warrant Shares will be validly issued, fully paid policy subsequently issued and non-assessable; andall such endorsements thereto; (vc) An opinion of Canadian counsel Ridgestone shall have received an ALTA improvement survey or surveys for the Property, prepared within the past twelve (12) months by a surveyor licensed by the State in which the Property is located, which survey shall be prepared in form satisfactory to the Company addressed to the Buyer, providing that title company for the issuance of a lender’s policy of title for the Units is exempt from Property, as Ridgestone may require, with no exceptions for matters of survey, and shall meet the prospectus requirements under Ontario securities laws, that such securities are subject to restrictions on transfer under Ontario securities law and that Minimum Standard Detail Requirements for ALTA/ACSM Land Title Surveys; (d) Ridgestone shall have received certificates of the Common Stock included in such Units Alabama Department of Revenue and the Warrant Shares are conditionally approved for listing on Alabama Secretary of State as to the TSX.good standing and existence of Techsonic, dated as of a recent date; (e) Ridgestone shall have received a certificate of the Delaware Department of State and the Minnesota Secretary of State as to the good standing of Marine, dated as of a recent date; (f) Ridgestone shall have received a certificate of the Wisconsin Department of Financial Institutions as to the good standing of the Guarantor, dated as of a recent date;

Deliveries at Closing. Buyer shall have received from (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each of Purchaser the deliveries set forth belowfollowing: (i) At the Closing, certificates representing the shares of Common Stock and Warrants, comprising the Units, duly and validly issued in favor of Buyer and otherwise sufficient to vest in Buyer good title to the shares of Common Stock and Warrants comprising the Units; (ii) At the Closing, a certificate issued by the secretary or an assistant secretary of the Company, dated the Closing Date, in form and substance reasonably satisfactory to Buyer, certifying on behalf of the Company (i) the resolutions of the board of directors of the Company authorizing the execution, delivery and performance of this Agreement and the issuance of the Units, (ii) the incumbency and signature of the authorized signatory of the Company executing this Agreement, (iii) the amended and restated certificate of incorporation and bylaws of the Company, as in effect on the Closing Date, and (iv) that the condition to closing set forth in Section 6.1(c) has been met; (iii) At the Closing, the Registration Rights Agreement, duly executed by the Company; (ii) a legal opinion of Company Counsel, in form and substance reasonably acceptable to the Placement Agent and each Purchaser; (iii) a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver, on an expedited basis, a certificate evidencing a number of Shares equal to such Purchaser’s Subscription Amount divided by the Per Share Purchase Price, registered in the name of such Purchaser, or, at the election of such Purchaser, evidence of the issuance of such Purchaser’s Shares hereunder as held in DRS book-entry form by the Transfer Agent and registered in the name of such Purchaser, which evidence shall be reasonably satisfactory to such Purchaser; (iv) An opinion a Warrant registered in the name of U.S. counsel such Purchaser to purchase up to a number of shares of Common Stock equal to 125% of such Purchaser’s Shares, with an exercise price equal to $4.97, subject to adjustment therein; (v) the Company addressed to the Buyer, providing that the issuance, sale and delivery to the Buyer of the Units shall have been duly authorized by all necessary corporate action and (i) upon issuance against payment therefor and delivery to the Buyer, (A) the Common Stock included in such Units will be validly issued, fully paid and non-assessable and (B) the Warrants will be valid and binding obligations of the Company and (ii) assuming issuance of the Warrant Shares upon the exercise of the Warrant in accordance provided each Purchaser with the terms of Company’s and the WarrantEscrow Agent’s wire instructions, in each case on Company letterhead and executed by the Warrant Shares will be validly issued, fully paid and non-assessableChief Executive Officer or Chief Financial Officer; and (vvi) An opinion of Canadian counsel the Registration Rights Agreement duly executed by the Company. (b) On or prior to the Company addressed Closing Date, each Purchaser shall deliver or cause to be delivered to the BuyerEscrow Agent, providing that as applicable, the issuance of following: (i) to the Units is exempt from Company, this Agreement duly executed by such Purchaser; (ii) to the prospectus requirements under Ontario securities lawsEscrow Agent or the Company, that such securities are subject Purchaser’s Subscription Amount payable with respect to restrictions on the Securities being acquired at the Closing by wire transfer under Ontario securities law and that to the Common Stock included account specified in writing by the Company the Escrow Agreement; and (iii) to the Company, the Registration Rights Agreement duly executed by such Units and the Warrant Shares are conditionally approved for listing on the TSXPurchaser.

Deliveries at Closing. (a) At the Closing, Buyer shall have received from the Company each of the deliveries set forth belowdeliver to Seller: (i) At the ClosingClosing Date Payment, certificates representing the shares by wire transfer of Common Stock and Warrants, comprising the Units, duly and validly issued immediately available funds to an account of Seller designated in favor of Buyer and otherwise sufficient to vest in Buyer good title writing no later than two Business Days prior to the shares of Common Stock and Warrants comprising the UnitsClosing Date by Seller to Buyer; (ii) At the ClosingCovenant Not To Compete, a certificate issued duly executed by the secretary or an assistant secretary of the Company, dated the Closing Date, in form Company and substance reasonably satisfactory to Buyer, certifying on behalf of the Company (i) the resolutions of the board of directors of the Company authorizing the execution, delivery and performance of this Agreement and the issuance of the Units, (ii) the incumbency and signature of the authorized signatory of the Company executing this Agreement, (iii) the amended and restated certificate of incorporation and bylaws of the Company, as in effect on the Closing Date, and (iv) that the condition to closing set forth in Section 6.1(c) has been met; (iii) At the ClosingSupplemental Payment Agreement, duly executed by Buyer; (iv) the Registration Rights Promissory Note, duly executed by Buyer; (v) the Security Agreement, duly executed by the Company; (iv) An opinion of U.S. counsel to the Company addressed to the Buyer, providing that the issuance, sale and delivery to the Buyer of the Units have been duly authorized by all necessary corporate action and (i) upon issuance against payment therefor and delivery to the Buyer, (Avi) the Common Stock included in such Units will be validly issuedCollateral Assignment of Mineral Leases, fully paid and non-assessable and duly executed by the Company; (Bvii) the Warrants will be valid and binding obligations Collateral Assignment of Mining Permits, duly executed by the Company and Company; (iiviii) assuming issuance the Collateral Assignment of Royalty Agreement, duly executed by the Company; (ix) the Guaranty, duly executed by the Company; (x) the Pledge Agreement, duly executed by Buyer; (xi) the Deed of Trust, duly executed by the Company; (xii) the adjusted Warrant, if required pursuant to Section 2.02(b), duly executed by PGRX; provided that such adjusted Warrant shall replace the Warrant Shares upon issued on the exercise Effective Date; (xiii) the Registration Rights Agreement, duly executed by PGRX; (xiv) the Additional Consideration Agreement, duly executed by the Company; (xv) an Officer’s Certificate certifying the incumbency of the Warrant in accordance with the terms of the Warrant, the Warrant Shares will be validly issued, fully paid Buyer’s officers and non-assessabledirectors; and (xvi) the Acknowledgement, duly executed by ▇▇▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇ ▇▇▇▇▇▇▇. (b) At the Closing, Seller shall deliver, or cause to be delivered, to Buyer: (i) the Covenant Not To Compete, duly executed by Seller and each shareholder of Seller; (ii) the Supplemental Payment Agreement, duly executed by Seller; (iii) the Security Agreement, duly executed by Seller; (iv) the Collateral Assignment of Mineral Leases, duly executed by Seller; (v) An opinion the Collateral Assignment of Canadian counsel Mining Permits, duly executed by Seller; (vi) the Collateral Assignment of Royalty Agreement, duly executed by Seller; (vii) the Pledge Agreement, duly executed by Seller; (viii) the Deed of Trust, duly executed by Seller; (ix) the Registration Rights Agreement, duly executed by Seller; (x) the Additional Consideration Agreement, duly executed by Seller; (xi) an Officer’s Certificate certifying the incumbency of Seller’s officers and directors; (xii) an assignment of the Membership Interests to Buyer in the form attached hereto as Exhibit P (the “Assignment”), duly executed by Seller; (xiii) the Quitclaim Deed, duly executed by Seller and each shareholder of Seller; (xiv) the Quitclaim ▇▇▇▇ of Sale, duly executed by Seller and each shareholder of Seller; (xv) the Option Agreement, duly executed by SK Land Holdings, LLC; (xvi) the written resignations of the Seller designated managers of the Company addressed pursuant to the Buyer, providing that the issuance of the Units is exempt from the prospectus requirements under Ontario securities laws, that such securities are subject to restrictions on transfer under Ontario securities law and that the Common Stock included in such Units and the Warrant Shares are conditionally approved for listing on the TSXSection 5.05.

Deliveries at Closing. Buyer shall have received from At the Company each of the deliveries set forth belowClosing: (ia) At if the Closing, certificates representing the shares of Common Stock and Warrants, comprising the Units, duly and validly Unencumbered Sellers' Shares are physically issued in favor certificated form, the Sellers shall (1) cause representatives of Buyer Participating Lienholders to bring all share certificates of the Unencumbered Sellers' Shares they hold, having duly endorsed on the back to cancel any and otherwise sufficient to vest in Buyer good title all Liens thereon, to the shares of Common Stock and Warrants comprising the Units; (ii) At the Closing, a certificate issued by the secretary or an assistant secretary of the Company, dated the Closing Date, in form and substance reasonably satisfactory to Buyer, certifying on behalf stock transfer agent of the Company (i“Stock Transfer Agent”) for verification and counting by the resolutions Stock Transfer Agent as well as by Buyer's representatives, and (2) further deliver or cause to be delivered to Buyer or the Permitted Designee, as the case may be, all share certificates representing the Unencumbered Sellers' Shares duly endorsed on the back in blank for transfer and free and clear of any Liens, and accompanied by the proper stock transfer application submitted to the Company duly completed and executed by each Seller for registering on the Company's shareholders register the transfer of the board Unencumbered Shares to Buyer or the Permitted Designee, as the case may be; (b) Powerchip shall deliver a copy of directors an extract from the Company's shareholders register showing Buyer or the Permitted Designee, as the case may be, as a shareholder of the Company authorizing holding the execution, delivery and performance number of this Agreement and Unencumbered Sellers' Shares; (c) the issuance Sellers shall take such other actions as may be required under the Laws of the Units, (ii) ROC and other applicable Laws to register the incumbency and signature Unencumbered Sellers' Shares in the name of Buyer or the authorized signatory of the Company executing this Agreement, (iii) the amended and restated certificate of incorporation and bylaws of the CompanyPermitted Designee, as in effect on the case may be; (d) Buyer or the Permitted Designee, as the case may be, shall deliver or cause to be delivered: (1) to the trust account under Powerchip's name controlled by the syndicated bank lenders (which Powerchip shall inform Buyer or the Permitted Designee, as the case may be, at least two (2) Business Days prior to the Closing Date) the portion of the Consideration less the applicable ROC securities transaction tax for the Unencumbered Sellers' Shares sold by Powerchip, Li-Hsin Investment Co., Ltd. and Quantum Vision Corporation, by wire transfer of immediately available funds in New Taiwan Dollars, and (iv2) that to Maxchip Electronics Corporation and Dr. ▇▇▇▇▇ ▇▇▇▇▇ their respective portion of the condition to closing set forth Consideration less the applicable ROC securities transaction tax for the Unencumbered Sellers' Shares sold by such Sellers by wire transfer of immediately available funds in Section 6.1(c) has been met; (iii) At the Closing, the Registration Rights Agreement, duly executed by the Company; (iv) An opinion of U.S. counsel New Taiwan Dollars to the Company addressed bank account or accounts designated at least two (2) Business Days prior to the BuyerClosing Date by such Seller in writing to Buyer or the Permitted Designee, providing that as the issuance, sale and delivery to the Buyer of the Units have been duly authorized by all necessary corporate action and (i) upon issuance against payment therefor and delivery to the Buyer, (A) the Common Stock included in such Units will be validly issued, fully paid and non-assessable and (B) the Warrants will be valid and binding obligations of the Company and (ii) assuming issuance of the Warrant Shares upon the exercise of the Warrant in accordance with the terms of the Warrant, the Warrant Shares will be validly issued, fully paid and non-assessablecase may be; and (ve) An opinion the Sellers shall deliver or cause to be delivered to Buyer or the Permitted Designee, as the case may be, reasonably satisfactory evidence that each of Canadian counsel the Participating Lienholder who is not a bank has received an amount, from the Consideration paid into the trust account described in paragraph (d) above, equal to the Company addressed full amount of the then outstanding debt (including all remaining balances on principal, interests, default interests and/or penalties) owed by Powerchip or such other Seller under the instruments governing the Lien over such Seller's Shares held by such Participating Lienholder immediately prior to the Buyer, providing that the issuance of the Units is exempt from the prospectus requirements under Ontario securities laws, that such securities are subject to restrictions on transfer under Ontario securities law and that the Common Stock included in such Units and the Warrant Shares are conditionally approved for listing on the TSXClosing.

Deliveries at Closing. At the Closing: --------------------- (a) Seller shall deliver to Buyer shall have received from the Company each of the deliveries set forth items described in clauses (i) through (xi) below: (i) At the Closingone or more Bills of Sale, certificates representing the shares of Common Stock in form and Warrants, comprising the Units, duly and validly issued in favor of substance reasonably satisfactory to Buyer and otherwise sufficient to vest in Buyer good title to Seller (the shares "▇▇▇▇ of Common Stock and Warrants comprising Sale"), executed by Seller or, as applicable, by the UnitsAssigning Subsidiaries; (ii) At one or more Assignment and Assumption Agreements, in form and substance reasonably satisfactory to Buyer and Seller (the Closing"Assignment Agreement"), executed by Seller or, as applicable, by any Assigning Subsidiary; (iii) the Customer License Agreement, executed by Seller or, as applicable, by any Assigning Subsidiary; (iv) a certificate issued Transition Services Agreement, in form and substance reasonably satisfactory to Buyer and Seller (the "Transition Services Agreement") and providing for the provision by Seller to Buyer and the secretary or an assistant secretary Transferred Subsidiaries of data processing and information and accounting services, at Seller's unit cost charge rates (with no markup) for the first three months after Closing and at Seller's unit cost charge rates plus any additional costs associated therewith for a period of six additional months thereafter, executed by Seller; (v) agreements in form and substance reasonably satisfactory to Buyer and Seller (the "Real Estate Documents"), providing for the subleasing by Seller to Buyer of the Companyspace currently occupied by personnel primarily engaged in the conduct of the Business at Seller's Spring Creek site and, dated except as Buyer and Seller may otherwise reasonably agree, the Closing Datesharing of space at the other facilities of Seller or any Subsidiary constituting Purchased Assets or Excluded Assets, as the case may be, that are currently shared by personnel primarily engaged in the conduct of the Business, on the one hand, and personnel primarily engaged in the conduct of other businesses of Seller, on the other hand, in each case for a period of three years (with the party to whom space is provided (A) being obligated to bear a proportionate share of the actual occupancy cost of the party providing such space, without markup, and (B) having the right to terminate its occupancy of space in whole or in part upon reasonable notice and other reasonable terms); (vi) an Assignment of Trademarks and Service Marks to Buyer, in recordable form and in form and substance reasonably satisfactory to Buyer and Seller (the "Trademark Assignment"), executed by Seller or, as applicable, any Assigning Subsidiary; (vii) an Assignment of Patents to Buyer, in recordable form and in form and substance reasonably satisfactory to Buyer and Seller (the "Patent Assignment"), executed by Seller or, as applicable, any Assigning Subsidiary; (viii) stock certificates evidencing the Transferred Subsidiary Shares, accompanied by duly executed stock powers or other appropriate instruments of transfer, in form and substance reasonably satisfactory to Buyer; (ix) a Certificate (the "Seller Closing Certificate"), certifying dated the Closing Date, in the form described in Section 10.1, executed by Seller; (x) evidence that the party signing this Agreement on behalf of Seller is authorized to do so; and (xi) all other documents, certificates, instruments or writings reasonably requested by Buyer in connection herewith. (b) Buyer shall deliver to Seller the Company items described in clauses (i) through (viii) below: (i) the resolutions of the board of directors of the Company authorizing the execution, delivery and performance of this Agreement and the issuance of the Units, Purchase Price described in Section 2.1 above; (ii) the incumbency and signature of the authorized signatory of the Company executing this Assignment Agreement, (iii) the amended and restated certificate of incorporation and bylaws of the Company, as in effect on the Closing Date, and (iv) that the condition to closing set forth in Section 6.1(c) has been metexecuted by Buyer; (iii) At the Closing, the Registration Rights Customer License Agreement, duly executed by the CompanyBuyer; (iv) An opinion of U.S. counsel to the Company addressed to Transition Services Agreement, executed by Buyer; (v) the Real Estate Documents, executed by Buyer; (vi) a Certificate, providing dated the Closing Date, in the form described in Section 11.1, executed by Buyer (the "Buyer Closing Certificate"); (vii) evidence that the issuance, sale and delivery party signing this Agreement on behalf of Buyer is authorized to the Buyer of the Units have been duly authorized by all necessary corporate action and (i) upon issuance against payment therefor and delivery to the Buyer, (A) the Common Stock included in such Units will be validly issued, fully paid and non-assessable and (B) the Warrants will be valid and binding obligations of the Company and (ii) assuming issuance of the Warrant Shares upon the exercise of the Warrant in accordance with the terms of the Warrant, the Warrant Shares will be validly issued, fully paid and non-assessabledo so; and (vviii) An opinion all other documents, certificates, instruments or writings reasonably requested by Seller in connection herewith. (c) The ▇▇▇▇ of Canadian counsel to Sale, Assignment Agreement, Customer License Agreement, Transition Services Agreement, Real Estate Documents, Trademark Assignment and Patent Assignment shall constitute, collectively, the Company addressed to the Buyer, providing that the issuance of the Units is exempt from the prospectus requirements under Ontario securities laws, that such securities are subject to restrictions on transfer under Ontario securities law and that the Common Stock included in such Units and the Warrant Shares are conditionally approved for listing on the TSX"Collateral Agreements."

Deliveries at Closing. Buyer shall have received from the Company each of the deliveries set forth below: At Closing, (i) At Buyer will deliver to Sellers Representative the Closingvarious certificates, certificates representing instruments, and documents referred to in Section 8.2, (ii) Sellers Representative will deliver to Buyer the shares various certificates, instruments, and documents referred to in Section 8.1, (iii) each Seller will deliver or cause to be delivered to Buyer such stock powers, endorsements, and other good and sufficient instruments of Common Stock conveyance and Warrants, comprising the Units, duly and validly issued in favor of Buyer and otherwise sufficient assignment as shall be necessary to vest in Buyer good all of such Seller’s right, title and interest in, to and under the shares Units to be sold by such Seller, (iv) Buyer will deliver to Sellers Representative, on behalf of Common Stock and Warrants comprising for the Units; benefit of Sellers, the consideration specified in Section 2.2, (iiv) At Sellers Representative will deliver to Buyer a certified copy of the ClosingOrganizational Documents of, and a certificate of good standing, existence or similar document with respect to, the Company and each Seller that is an Entity, in each case issued by the secretary or an assistant secretary appropriate Governmental Authority of the Company, dated jurisdiction of formation as of a date not more than ten days prior to the Closing Date, in form (vi) Buyer will deliver to Sellers Representative a certified copy of Buyer’s Organizational Documents and substance reasonably satisfactory a certificate of good standing, existence or similar document with respect to Buyer, certifying on behalf in each case issued by the appropriate Governmental Authority of the jurisdiction of formation as of a date not more than ten days prior to the Closing Date, (vii) Sellers will deliver the written resignations of each manager and director of the Company designated in writing by Buyer at least five Business Days prior to the Closing Date, such resignations to be effective concurrently with the Closing on the Closing Date, (iviii) the each Seller that is an Entity will deliver resolutions of the board Board of directors Directors or other managing body of the Company such Seller authorizing the execution, delivery and performance of this Agreement and the issuance of the Units, (ii) the incumbency and signature of the authorized signatory of the Company executing this Agreement, (iii) the amended and restated a certificate of incorporation and bylaws an officer of the Companysuch Seller, dated as in effect on of the Closing Date, to the effect that such resolutions were duly adopted and are in full force and effect, and (ivix) that the condition to closing set forth in Section 6.1(c) has been met; (iii) At the Closingeach Seller will deliver such other certificates, the Registration Rights Agreement, duly executed instruments of conveyance and documents as may be reasonably requested by the Company; (iv) An opinion of U.S. counsel Buyer prior to the Company addressed Closing Date to consummate the Buyer, providing that the issuance, sale and delivery to the Buyer of the Units have been duly authorized transactions contemplated by all necessary corporate action and (i) upon issuance against payment therefor and delivery to the Buyer, (A) the Common Stock included in such Units will be validly issued, fully paid and non-assessable and (B) the Warrants will be valid and binding obligations of the Company and (ii) assuming issuance of the Warrant Shares upon the exercise of the Warrant in accordance with the terms of the Warrant, the Warrant Shares will be validly issued, fully paid and non-assessable; and (v) An opinion of Canadian counsel to the Company addressed to the Buyer, providing that the issuance of the Units is exempt from the prospectus requirements under Ontario securities laws, that such securities are subject to restrictions on transfer under Ontario securities law and that the Common Stock included in such Units and the Warrant Shares are conditionally approved for listing on the TSXthis Agreement.

Deliveries at Closing. Buyer shall have received from At the Company each of the deliveries set forth belowClosing: (i1) At Purchaser shall pay to Newco a portion of the Closing Purchase Price equal to $200,000,000 and shall pay to the Sellers (other than Newco), in accordance with their Closing Payment Portions, the Closing Purchase Price less the $200,000,000 paid to Newco, in accordance with wire transfer instructions to be provided by the Sellers to Purchaser no later than two (2) Business Days prior to the Closing Date; (2) Purchaser shall make the OMAM Capital Contribution by wire transfer in accordance with wire instructions provided by the Sellers no later than two (2) Business Days prior to the Closing, certificates representing and the shares of Common Stock and Warrants, comprising Company shall make the Units, duly and validly issued in favor of Buyer and otherwise sufficient to vest in Buyer good title Distribution to the shares of Common Stock and Warrants comprising the UnitsSellers (other than Newco) in accordance with their respective Capital Contribution Portions; (ii3) At the ClosingSellers shall pay, a certificate issued or direct Purchaser to pay on their behalf in accordance with wire instructions to be provided by the secretary or an assistant secretary of the Company, dated Sellers to Purchaser no later than two (2) Business Days prior to the Closing Date, the Closing Indebtedness, and will deliver to Purchaser payoff letters (to the extent customarily provided, and in form and substance reasonably satisfactory to BuyerPurchaser) for the Closing Indebtedness (provided, certifying however, that the Credit Agreement will remain in effect following the Closing subject to Section 4.19(b)); (4) Sellers shall pay, or direct Purchaser to pay on their behalf in accordance with wire instructions to be provided by the Sellers to Purchaser no later than two (2) Business Days prior to the Closing Date, the Sellers’ Transaction Expenses; (5) the Sellers shall execute and deliver to Purchaser such transfer instruments or other documents as Purchaser may reasonably request in order to sell, transfer, assign, convey and deliver to Purchaser the Purchased Interests; (6) the Company shall deliver to Purchaser a duly executed certificate, dated as of the Company Closing Date that satisfies the requirements of Treasury Regulation Section 1.1445-11T(d)(2); (i7) the resolutions Company and/or the Sellers shall deliver to Purchaser such returns, in such forms as may be prescribed, as may be required in connection with the controlling interest transfer tax under to Conn. Gen. Stat. Chapter 228b (§§12-368a through 12-639) with respect to the Owned Real Property; (8) the Sellers shall use commercially reasonable efforts to deliver to Purchaser the resignations of the board of directors members of the Company authorizing the execution, delivery and performance of this Agreement and the issuance of the Units, (ii) the incumbency and signature of the authorized signatory of the Company executing this Agreement, (iii) the amended and restated certificate of incorporation and bylaws Management Board of the Company, effective as in effect on the Closing Date, and (iv) that the condition to closing set forth in Section 6.1(c) has been met; (iii) At of the Closing, the Registration Rights Agreement, duly executed by the Company; (iv) An opinion of U.S. counsel to the Company addressed to the Buyer, providing that the issuance, sale and delivery to the Buyer of the Units have been duly authorized by all necessary corporate action and (i) upon issuance against payment therefor and delivery to the Buyer, (A) the Common Stock included in such Units will be validly issued, fully paid and non-assessable and (B) the Warrants will be valid and binding obligations of the Company and (ii) assuming issuance of the Warrant Shares upon the exercise of the Warrant in accordance with the terms of the Warrant, the Warrant Shares will be validly issued, fully paid and non-assessable; and (v9) An opinion of Canadian counsel the applicable parties shall deliver the certificates, agreements and other items referred to the Company addressed to the Buyerin Sections 5.02 and 5.03, providing that the issuance of the Units is exempt from the prospectus requirements under Ontario securities laws, that such securities are subject to restrictions on transfer under Ontario securities law and that the Common Stock included in such Units and the Warrant Shares are conditionally approved for listing on the TSXrespectively.

Deliveries at Closing. Buyer (a) On the Closing Date, Seller shall have received from convey the Company each Premises to Purchaser by executing, acknowledging (where appropriate) and delivering to Purchaser the following documents as may be applicable (and Purchaser shall execute, acknowledge (where appropriate) and deliver to Seller as indicated, the following documents): (i) A bargain and sale deed with covenants against Grantor's acts (the "Deed") for the Premises in recordable form conveying fee simple title to the Premises, subject only to the matters expressed herein and the "Permitted Encumbrances" (as defined in Paragraph 7 of this Agreement). (ii) An assignment, duly executed and acknowledged by Seller, of Seller's interest in all certificates, licenses, permits, authorizations, consents and approvals relating to the ownership of the deliveries set forth below:Premises issued by governmental authorities to the Premises. (iii) Such resolutions and certificates as First American shall reasonably require as evidence of the due authorization of the documents delivered or to be delivered at Closing; all reasonable and customary affidavits reasonably required by such title company to permit it to issue to Purchaser an owner's policy of title insurance, subject to the matters expressed herein and such other standard title exceptions. (iv) An affidavit in form and content reasonably acceptable to Purchaser in accordance with Section 1445 of the Internal Revenue Code certifying that Seller is not a foreign entity. (v) Keys to the buildings and improvements in the Premises in the possession or control of Seller. (vi) The Seller's sublease executed as of the date hereof by New Breed and Seller for a portion of the Premises consented to by Purchaser. (i) At the Closing, certificates representing Seller shall deliver a certified check or official bank check drawn on any banking institution which is a member of the shares of Common Stock and WarrantsNew York City Clearinghouse Association, comprising the Units, duly and validly issued in favor of Buyer and otherwise sufficient to vest in Buyer good title payable to the shares order of Common Stock the appropriate State, City or County officer (or at Seller's option on written notice to Purchaser given not later than three (3) days prior to Closing, Purchaser shall provide such check(s) and Warrants comprising receive a credit at Closing in the Units;amount thereof) in the amount of any applicable transfer tax payable by reason of the delivery or recording of the Deed (other than the gains tax pursuant to Article 31-B of the Tax Law, which is covered by section (b) (ii) hereof), together with any required tax return. Purchaser agrees to duly complete the tax return as and if required and to cause the check(s) and the tax return to be delivered to the appropriate officer promptly (but nevertheless within the time required by applicable law) after Closing. (ii) Seller agrees to comply in a timely manner with the requirements of Article 31-B of the Tax Law of the State of New York and the regulations applicable thereto, as the same from time to time may be amended collectively, the "Gains Tax law") and Seller agrees to make all necessary submissions to the N.Y.S. Taxing Commission by April 30, 1996. Purchaser agrees to deliver to Seller a duly executed and acknowledged Transferee Questionnaire upon the execution of this Agreement. At the Closing, Seller shall deliver (x) an official Statement of No Tax Due or (y) an official Tentative Assessment and Return accompanied by a certificate issued certified check or official bank check drawn on any banking institution which is a member of the New York City Clearinghouse Association, payable to the order of the State Tax Commission in the amount of the tax shown to be due thereon (it being understood, however, that if Seller has duly elected to pay such tax in installments, the amount so required to be paid may be the minimum installment of such tax then permitted to be paid). Seller shall pay all Gains Tax due under the Gains Tax Law as well as New York State real estate transfer tax (deed stamps). Seller shall have the right after Closing to attempt to reduce the amount of the Gains Tax; any refund it receives shall belong exclusively to Seller. (iii) Seller agrees (A) to pay promptly any installment(s) or additional tax due under the Gains Tax Law, and interest and penalties thereon, if any, which may be assessed or due after the Closing, (B) to indemnify and save Purchaser harmless from and against any of the foregoing and any damage, liability, cost or expense (including reasonable attorneys' fees) which may be suffered or incurred by Purchaser by reason of the non-payment thereof, and (C) to make any other payments and execute, acknowledge and deliver such further documents as may be necessary to comply with the Gains Tax law. (iv) Purchaser, if request is made not later than three (3) days prior to Closing, shall provide a separate certified or official bank check in the amount of the tax shown to be due on the official Tentative Assessment and Return, which amount shall be credited against the balance of the Purchase Price payable at the Closing. (v) The provisions of this subparagraph (b) shall survive the delivery of the Deed. (c) Each party will bear its own attorneys fees. (d) At Closing, Seller and Purchaser shall deliver or cause to be delivered such other payments, documents or agreements as may be required by the secretary or an assistant secretary of the Company, dated the Closing Date, in form and substance reasonably satisfactory to Buyer, certifying on behalf of the Company (i) the resolutions of the board of directors of the Company authorizing the execution, delivery and performance terms of this Agreement and to evidence and effectuate the issuance of the Units, transaction contemplated herein. (iie) the incumbency and signature of the authorized signatory of the Company executing this Agreement, (iii) the amended and restated certificate of incorporation and bylaws of the Company, as in effect on the It shall be a condition to Closing Date, and (iv) that the condition Deposit and accrued interest thereon be delivered to closing set forth in Section 6.1(c) has been met; (iii) At the Closing, the Registration Rights Agreement, duly executed Seller by the Company; (iv) An opinion of U.S. counsel certified or bank check payable to the Company addressed to the Buyer, providing that the issuance, sale and delivery to the Buyer of the Units have been duly authorized by all necessary corporate action and (i) upon issuance against payment therefor and delivery to the Buyer, (A) the Common Stock included in such Units will be validly issued, fully paid and non-assessable and (B) the Warrants will be valid and binding obligations of the Company and (ii) assuming issuance of the Warrant Shares upon the exercise of the Warrant in accordance with the terms of the Warrant, the Warrant Shares will be validly issued, fully paid and non-assessable; and (v) An opinion of Canadian counsel to the Company addressed to the Buyer, providing that the issuance of the Units is exempt from the prospectus requirements under Ontario securities laws, that such securities are subject to restrictions on transfer under Ontario securities law and that the Common Stock included in such Units and the Warrant Shares are conditionally approved for listing on the TSXSeller.

Deliveries at Closing. Buyer (a) Prior to or at the Closing, Seller shall have received from delivered the Company each of the deliveries set forth belowfollowing closing documents: (i) At the ClosingEscrow Agreement, certificates representing executed by Seller and the shares of Common Stock and Warrants, comprising the Units, duly and validly issued in favor of Buyer and otherwise sufficient to vest in Buyer good title to the shares of Common Stock and Warrants comprising the UnitsEscrow Agent; (ii) At the Director Termination Agreements, and evidence of the termination of the Management Services Agreement and each other Contract set forth on Schedule 2.3(a)(ii); (iii) a properly completed IRS Form W-9, executed by ▇▇▇▇▇▇; (iv) the certificate or certificates representing the Shares, together with a transfer power duly executed in favor of ▇▇▇▇▇; (v) resignations or documents evidencing the removal, effective as of the Closing, a certificate issued with respect to each director and certain officers of the Group Companies identified by the secretary or an assistant secretary of the Company, dated Buyer prior to the Closing DateDate from such director and officer positions with respect to such offices; (vi) a copy of a payoff letter, in form and substance reasonably satisfactory to Buyer, certifying on behalf from, as applicable, each outstanding holder of Closing Date Funded Indebtedness of the Company type described in clauses (i) and (iii) of the definition of Funded Indebtedness, indicating the amount required to fully discharge all such Closing Date Funded Indebtedness at the Closing (each, a “Payoff Letter”), along with evidence reasonably satisfactory to Buyer that all Liens (other than Permitted Liens) associated with such Closing Date Funded Indebtedness will be discharged upon the payment thereof; (vii) a copy of an invoice, in a customary form, from, as applicable, each Person that is a third-party advisor of Seller or the Group Companies of the type that customarily provides invoices to whom an Unpaid Seller Expense is payable, indicating the amount of such Unpaid Seller Expenses (each, a “Third-Party Advisor Invoice”); (viii) a Restrictive Covenant Agreement (the “Sponsor RCA”), executed by Kinderhook Fund VI, L.P. and Kinderhook Fund VI-B, L.P.; (ix) a Restrictive Covenant Agreement (each, an “Employee RCA”), executed by each of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇; (x) evidence of termination and discharge in full of the ModuGo Loan Agreement; (xi) releases, in form and substance reasonably satisfactory to Buyer, of each Lien set forth on Schedule 2.3(a)(xi); (xii) [Reserved]; (xiii) duly executed resolutions to transfer the sponsorship of the Vesta Housing Solutions 401(k) Plan to Modugo LLC and to 100% vest the account balances of employees of the Group Companies, effective as of the Closing Date; (xiv) certificates of good standing (or the equivalent) for each Group Company from its jurisdiction or incorporation, organization or formation, as applicable, dated withing five (5) Business Days of the Closing Date; and (xv) the Assignment Agreement, dated as of the date hereof, by and between Seller and the Company, pursuant to which Seller makes an assignment to, the Company of all rights, obligations and liabilities under restrictive covenants included in grant agreements with employees currently or previously employed by the Company or any of its Subsidiaries, executed by Seller and the Company. (b) Prior to or at the Closing, ▇▇▇▇▇ shall have delivered the following closing documents: (i) a certified copy of the resolutions of the ▇▇▇▇▇’s board of directors (or other governing body), in each case authorizing the execution and delivery of the Company authorizing the execution, delivery and performance of this Agreement and the issuance consummation of the Units, transactions contemplated hereby; (ii) the incumbency and signature of the authorized signatory of the Company executing this Escrow Agreement, (iii) executed by ▇▇▇▇▇ and the amended and restated certificate of incorporation and bylaws of the Company, as in effect on the Closing Date, and (iv) that the condition to closing set forth in Section 6.1(c) has been metEscrow Agent; (iii) At the ClosingSponsor RCA, the Registration Rights Agreement, duly executed by the Company;▇▇▇▇▇; and (iv) An opinion of U.S. counsel to the Company addressed to the Buyereach Employee RCA, providing that the issuance, sale and delivery to the Buyer of the Units have been duly authorized executed by all necessary corporate action and (i) upon issuance against payment therefor and delivery to the Buyer, (A) the Common Stock included in such Units will be validly issued, fully paid and non-assessable and (B) the Warrants will be valid and binding obligations of the Company and (ii) assuming issuance of the Warrant Shares upon the exercise of the Warrant in accordance with the terms of the Warrant, the Warrant Shares will be validly issued, fully paid and non-assessable; and (v) An opinion of Canadian counsel to the Company addressed to the Buyer, providing that the issuance of the Units is exempt from the prospectus requirements under Ontario securities laws, that such securities are subject to restrictions on transfer under Ontario securities law and that the Common Stock included in such Units and the Warrant Shares are conditionally approved for listing on the TSX▇▇▇▇▇.

Deliveries at Closing. Buyer (a) At the Closing, the Sellers shall have received from deliver, or cause to be delivered, to the Company each of Purchaser the deliveries set forth belowfollowing: (i) At the Closing, officer's certificates representing the shares of Common Stock and Warrants, comprising the Units, duly and validly issued in favor of Buyer and otherwise sufficient to vest in Buyer good title to the shares of Common Stock and Warrants comprising the Unitscontemplated by Section 9.3(c); (ii) At the Closing, a certificate issued bill of sale duly executed by the secretary or an assistant secretary Sellers and Radio Unica in f▇▇▇ and substance reasonably satisfactory to the Purchaser and Radio Unica transferring the Purchased Assets to the Purchaser; (iii) copies of all consents, waivers and approvals obtained by Radio Unica and any Seller that are required for the consummation of the Company, dated transactions contemplated by this Agreement including the Closing Date, Confirmation Order; (iv) assignment and assumption agreements duly executed by the Sellers relating to the Assigned Contracts in form and substance reasonably satisfactory to Buyer, certifying on behalf of the Company (i) the resolutions of the board of directors of the Company authorizing the execution, delivery Purchaser and performance of this Agreement and the issuance of the Units, (ii) the incumbency and signature of the authorized signatory of the Company executing this Agreement, (iii) the amended and restated certificate of incorporation and bylaws of the Company, as in effect on the Closing Date, and (iv) that the condition to closing set forth in Section 6.1(c) has been metRadio Unica; (iiiv) deeds duly executed by the applicable Sellers in recordable form under applicable Law in form and substance reasonably acceptable to the Purchaser and Radio Unica transferring the Owned Real Property to the Purchaser or each applicable Designee; (vi) an Assignment of Licenses duly executed by the applicable Licensee in form and substance reasonably acceptable to the Purchaser and Radio Unica transferring the Acquired Station Licenses to the Purchaser or each Designee; (vii) a joint notice to the Escrow Agent duly executed by Radio Unica to release the Earnest Money Deposit to the Sellers in accordance with the te▇▇▇ ▇▇▇ conditions of the Escrow Agreement; (viii) the Holdback Escrow Agreement duly executed by Radio Unica, each Seller and the escrow agent thereunder; (ix) a statement duly executed by each Seller pursuant to Treasury Regulation Section 1.1445-2(b), certifying as to each such Seller's non-foreign status; and (x) such other certificates and evidences of transfer as the Purchaser may reasonably require. (b) At the Closing, the Registration Rights AgreementPurchaser shall deliver, duly executed or cause to be delivered, to Radio Unica and the Sellers, the following: (i) the Adjusted Purchase Price, calculated as set forth in Section 3.1 and delivered in accordance with Section 3.3; (ii) the officer's certificates contemplated by Section 9.2(c); (iii) copies of all consents, waivers and approvals obtained by the CompanyPurchaser or its Affiliates that are required for the consummation of the transactions contemplated by this Agreement; (iv) An opinion of U.S. counsel assignment and assumption agreements duly executed by the Purchaser or its Designee relating to the Company addressed Assigned Contracts in form and substance reasonably satisfactory to the Buyer, providing that the issuance, sale Purchaser and delivery Radio Unica; (v) a joint notice to the Buyer of Escrow Agent duly executed the Units have been duly authorized by all necessary corporate action and (i) upon issuance against payment therefor and delivery Purchaser to release the Earnest Money Deposit to the Buyer, (A) the Common Stock included in such Units will be validly issued, fully paid and non-assessable and (B) the Warrants will be valid and binding obligations of the Company and (ii) assuming issuance of the Warrant Shares upon the exercise of the Warrant Sellers in accordance with the terms te▇▇▇ ▇▇▇ conditions of the Warrant, Escrow Agreement; (vi) the Warrant Shares will be validly issued, fully paid and non-assessableHoldback Escrow Agreement duly executed by the Purchaser; and (vvii) An opinion such other certificates and evidences of Canadian counsel to the Company addressed to the Buyer, providing that the issuance of the Units is exempt from the prospectus requirements under Ontario securities laws, that such securities are subject to restrictions on transfer under Ontario securities law and that the Common Stock included in such Units and the Warrant Shares are conditionally approved for listing on the TSXas either Radio Unica or any Seller may reasonably require.

Deliveries at Closing. 4.6.1 Each Borrower shall deliver, or cause to be delivered, to Lender and/or Buyer shall have received from on or before the Company each Closing Date: (a) a grant deed in the form of Exhibit D attached hereto with respect to the applicable Borrower's Property (each, a "Deed" and, collectively, the "Deeds"); (b) a ▇▇▇▇ of sale and assignment in the form of Exhibit E attached hereto with respect to the applicable Borrower's Property; (c) a release in the form of Exhibit F-1 attached hereto executed by Borrower and Guarantor; (d) a dismissal of action, with prejudice, with respect to the Riverside County Litigation in the form of Exhibit G attached hereto, which Borrower expressly authorizes Lender to file with the Superior Court of the deliveries set forth below:State of California, for the County of Riverside; (e) an estoppel affidavit in the form of Exhibit H attached hereto with respect to the applicable Borrower's Property; (f) a certification of non-foreign status in the form of Exhibit G-1 attached hereto and a California Franchise Tax Board Form 590 in the form of Exhibit G-2 attached hereto; (g) [Intentionally Omitted] (h) Deeds of Full Reconveyance with respect to the SCA Deeds of Trust, which shall be in form and substance satisfactory to Lender and the Title Company; (i) At such transfer declarations, disclosure statements, evidence of due formation and organization, evidence of due authorization, execution and delivery and other documentation that may be required by law or as may be reasonably required by Lender, the Closing, certificates representing the shares of Common Stock and Warrants, comprising the Units, duly and validly issued in favor of Buyer and otherwise sufficient to vest in Buyer good title to the shares of Common Stock and Warrants comprising the UnitsTitle Company or Buyer; (iij) At the ClosingDisclosure Materials, the original Contracts and a certificate issued current Rent Roll certified by the secretary or an assistant secretary Borrower and Guarantor to be true, correct and complete as of the Company, dated business day immediately preceding the Closing Date; (k) to the extent available, in form and substance reasonably satisfactory to Buyer, certifying on behalf of the Company (i) plans and specifications and drawings for the resolutions of improvements on the board of directors of the Company authorizing the executionReal Property, delivery and performance of this Agreement and the issuance of the Unitsstamped by appropriate governmental agencies to show approval thereby, (ii) the incumbency a complete set of all building plans and signature of the authorized signatory of the Company executing this Agreementspecifications and other construction documents, together with all assignment and/or authorization documents and letters as may be necessary or requested by Lender with regard to any architect or engineer's work, and (iii) the amended and restated certificate of incorporation and bylaws of the Company, as in effect on the Closing Date, and (iv) that the condition to closing set forth in Section 6.1(c) has been metany other documents or instruments evidencing or constituting Intangible Property; (iiil) At all keys for the ClosingProperty, including the Registration Rights Agreementkeys for any machinery, duly executed by equipment or other Personal Property and any individual space and any office, storage or other facilities used in connection with the CompanyProperty, which keys shall be properly tagged for identification; (ivm) An opinion of U.S. counsel any entry cards or opening devices for any security gates or garages in the Property; (n) all property stored for security purposes, if any, at a location other than the Property; (o) any documentation necessary to the Company addressed to the Buyer, providing that the issuance, sale and delivery to the give Lender or Buyer full control of the Units have been duly authorized Accounts;; (p) a notice to each tenant under a Lease in the form of Exhibit H attached hereto, executed by all necessary corporate action and (i) upon issuance against payment therefor and delivery to Borrower informing the Buyer, (A) the Common Stock included in such Units will be validly issued, fully paid and non-assessable and (B) the Warrants will be valid and binding obligations tenant of the Company and change of ownership; (iiq) assuming issuance possession of all of the Warrant Shares upon the exercise of the Warrant in accordance with the terms of the Warrant, the Warrant Shares will be validly issued, fully paid and non-assessableProperty; and (vr) An opinion of Canadian counsel evidence that Borrower has terminated the management agreement referred to in Section 2.11 above, and certification from the manager that no amount is outstanding under such agreements; 4.6.2 As a condition precedent to the Company addressed obligations of Borrower and Guarantor under this Agreement, Lender and Buyer shall deliver, or cause to be delivered, to Borrower and Guarantor: (a) a release in the Buyer, providing that the issuance form of the Units is exempt from the prospectus requirements under Ontario securities laws, that such securities are subject to restrictions on transfer under Ontario securities law and that the Common Stock included in such Units and the Warrant Shares are conditionally approved for listing on the TSXExhibit F-2 attached hereto.

Deliveries at Closing. Buyer (a) NOMATTERWARE shall have received from the Company each of the deliveries set forth belowdeliver or cause to be delivered to CACTUS at or prior to Closing: (i1) At Certificates representing all shares, or an amount of shares acceptable to CACTUS, of the ClosingNOMATTERWARE Stock as described in Section 1, certificates representing each endorsed in blank by the shares of Common Stock and Warrants, comprising the Units, duly and validly issued in favor of Buyer and otherwise sufficient to vest in Buyer good title to the shares of Common Stock and Warrants comprising the Unitsregistered owner; (ii2) At an agreement from each Shareholder surrendering his or her shares agreeing to a restriction on the Closing, transfer of the Exchange Stock as described in Section 2 hereof; (3) a certificate copy of a consent of NOMATTERWARE's Board of Directors authorizing NOMATTERWARE to take the necessary steps toward Closing the transaction described by this Agreement in the form set forth in Exhibit B; (4) a copy of a Certificate of Good Standing for NOMATTERWARE issued not more than ten (10) days prior to Closing by the secretary or Nevada Secretary of State; (5) an assistant secretary opinion of the CompanyLaw Offices of Robert Domico, counse▇ ▇▇ NOMATTERWARE, dated the Closing Date, in a form deemed acceptable by CACTUS and substance reasonably satisfactory to Buyer, certifying on behalf its counsel; (6) Articles of Incorporation and Bylaws of NOMATTERWARE certified as of the Company Closing Date by the President and Secretary of NOMATTERWARE; (i7) all of NOMATTERWARE's corporate records; (8) such other documents, instruments or certificates as shall be reasonably requested by CACTUS or its counsel. (b) CACTUS shall deliver or cause to be delivered to NOMATTERWARE at Closing: (1) a copy of a consent of CACTUS 's Board of Directors authorizing CACTUS to take the resolutions of necessary steps toward Closing the board of directors of the Company authorizing the execution, delivery and performance of transaction described by this Agreement and in the issuance form set forth in Exhibit C; (2) a copy of a Certificate of Good Standing for CACTUS issued not more than thirty days prior to Closing by the Units, Secretary of State of Nevada. (ii3) stock certificate(s) or a computer listing from CACTUS 's transfer agent representing the incumbency and signature of the authorized signatory of the Company executing Exchange Stock to be newly issued by CACTUS under this Agreement, (iii) which certificates shall be in the amended and restated certificate of incorporation and bylaws names of the Companyappropriate NOMATTERWARE Shareholders, each in the appropriate denomination as described in effect on Section 2; (4) an opinion of William Barnett, spec▇▇▇ ▇▇▇▇▇▇▇ ▇▇ CACTUS, dated the Closing Date, in a form deemed acceptable by NOMATTERWARE and (iv) that the condition to closing set forth in Section 6.1(c) has been metits counsel; (iii5) At Articles of Incorporation and Bylaws of CACTUS certified as of the Closing, the Registration Rights Agreement, duly executed Closing Date by the CompanyPresident and Secretary of CACTUS; (iv6) An opinion of U.S. counsel executed bank forms for CACTUS bank accounts reflecting a change in management and signatories to the Company addressed to the Buyer, providing that the issuance, sale and delivery to the Buyer of the Units have been duly authorized by all necessary corporate action and (i) upon issuance against payment therefor and delivery to the Buyer, (A) the Common Stock included in such Units will be validly issued, fully paid and non-assessable and (B) the Warrants will be valid and binding obligations of the Company and (ii) assuming issuance of the Warrant Shares upon the exercise of the Warrant in accordance with the terms of the Warrant, the Warrant Shares will be validly issued, fully paid and non-assessable; andsaid bank accounts; (v7) An opinion of Canadian counsel to the Company addressed to the Buyersuch other documents, providing that the issuance of the Units is exempt from the prospectus requirements under Ontario securities laws, that such securities are subject to restrictions on transfer under Ontario securities law and that the Common Stock included in such Units and the Warrant Shares are conditionally approved for listing on the TSXinstruments or certificates as shall be reasonably requested by NOMATTERWARE or its counsel.

Deliveries at Closing. Buyer shall have received from At the Company each of the deliveries set forth belowClosing: (ia) At Each Put Holder listed in the Exercise Notice shall deliver to Revision one or more certificates representing the Securities duly endorsed in blank or with stock power attached and signatures guaranteed; and (b) Each Put Holder listed in the Exercise Notice shall deliver to Revision a signed statement, dated as of the date of the Closing, certificates representing pursuant to which such Put Holder represents and warrants to Revision that (i) such Put Holder is the sole beneficial and record owner of all right, title and interest in and to the shares of Common Stock to be sold to Revision by the Put Holder, (ii) such shares of Common Stock are free and Warrantsclear of any security interest, comprising claims, liens, pledges, options, encumbrances, charges, agreements, voting trusts, proxies, preemptive rights or rights of first refusal or other arrangements, restrictions or legal or equitable limitations of any kind, and (iii) upon the Unitsdelivery of the stock certificates at the Closing, duly such Put Holder will transfer good, valid and validly issued in favor of Buyer and otherwise sufficient to vest in Buyer good marketable title to the shares of Common Stock to Revision, free and Warrants comprising the Units; (ii) At the Closingclear of any security interests, a certificate issued by the secretary claims, liens, pledges, options, encumbrances, charges, agreements, voting trusts, proxies, preemptive rights or an assistant secretary rights of the Companyfirst refusal or other arrangements, dated the Closing Date, in form and substance reasonably satisfactory to Buyer, certifying on behalf restrictions or legal or equitable limitations of the Company (i) the resolutions of the board of directors of the Company authorizing the execution, delivery and performance of this Agreement and the issuance of the Units, (ii) the incumbency and signature of the authorized signatory of the Company executing this Agreement, (iii) the amended and restated certificate of incorporation and bylaws of the Company, as in effect on the Closing Date, and (iv) that the condition to closing set forth in Section 6.1(c) has been met; (iii) At the Closing, the Registration Rights Agreement, duly executed by the Company; (iv) An opinion of U.S. counsel to the Company addressed to the Buyer, providing that the issuance, sale and delivery to the Buyer of the Units have been duly authorized by all necessary corporate action and (i) upon issuance against payment therefor and delivery to the Buyer, (A) the Common Stock included in such Units will be validly issued, fully paid and non-assessable and (B) the Warrants will be valid and binding obligations of the Company and (ii) assuming issuance of the Warrant Shares upon the exercise of the Warrant in accordance with the terms of the Warrant, the Warrant Shares will be validly issued, fully paid and non-assessableany kind; and (vc) An opinion of Canadian counsel Revision simultaneously shall pay to each Put Holder listed in the Exercise Notice the purchase price specified in such Exercise Notice in immediately-available funds by wire transfer to the Company addressed to account or accounts specified in the Buyer, providing that the issuance of the Units is exempt from the prospectus requirements under Ontario securities laws, that such securities are subject to restrictions on transfer under Ontario securities law and that the Common Stock included in such Units and the Warrant Shares are conditionally approved for listing on the TSXExercise Notice.

Deliveries at Closing. Buyer shall have received from the Company each of the deliveries set forth below: (ia) At the Closing, Seller shall transfer and assign to Buyer all of the Purchased Assets and the other agreements, certifications and other documents required to be executed and delivered by the parties hereunder at the Closing shall be duly and validly executed and delivered. (b) At and after the Closing, Seller shall have the right to review and obtain copies of any financial records of Seller, in the possession of Buyer, necessary for the preparation of Seller's tax returns, and Buyer agrees to retain such records until the statute of limitations pertaining to the final tax returns filed by Seller expires, and Buyer shall have the right to review and obtain copies of the minute book, stock book and stock register of Seller. (c) At the Closing, Seller shall deliver to Buyer (i) a ▇▇▇▇ of sale substantially in the form of Exhibit 7, (ii) such assignments, --------- deeds and other conveyances in form reasonably satisfactory to counsel for Buyer, and (iii) all third party consents and releases as may be appropriate or necessary to effect the transfer to Buyer of the property and rights as contemplated herein. (d) At the Closing, Seller shall deliver to Buyer an opinion of Seller's counsel in the form of Exhibit 8, that the Debtor's --------- deeds and Plan of Reorganization have been filed, approved, and confirmed in accordance with law and that, as of the Closing Date, Seller's counsel knows of no adverse claims or impediments to Closing, the consequence of which could result in dissolution or impairment of the transactions contemplated herein. (e) From time to time after the Closing, at Buyer's request and without further consideration from Buyer, Seller shall execute and deliver such other instruments of conveyance and transfer and take such other action as Buyer reasonably may require to convey, transfer to and vest in Buyer and to put Buyer in possession of any assets or property to be sold, conveyed, transferred and delivered hereunder. In addition, Seller shall obtain and deliver any and all third-party consents and UCC termination statements and other documents and to take such other action as Buyer reasonably may require to convey, transfer to and vest in Buyer and to put Buyer in possession of any assets or property to be sold, conveyed, transferred and delivered hereunder. Without limiting the foregoing, Seller shall endorse, assign and deliver any funds received after closing, which are due Buyer hereunder or held at the time of Closing in Seller's bank's lock box or accounts, to Buyer, without recourse, and all such funds received by Seller shall be for the benefit of Buyer. (f) From time to time after the Closing, at Seller's request and without further consideration from Seller, Buyer shall execute and deliver such stock certificates representing and take such other action as Seller reasonably may require to convey, transfer to and vest in Buyer ownership over the shares of Common Stock and Warrants, comprising the Units, duly and validly being issued in favor of Buyer and otherwise sufficient to vest in Buyer good title Seller pursuant hereto. Provided that all such shares shall be subject to the shares provisions of Common Stock and Warrants comprising the Units; (ii) At the Closing, a certificate issued by the secretary or an assistant secretary of the Company, dated the Closing Date, in form and substance reasonably satisfactory to Buyer, certifying on behalf of the Company (i) the resolutions of the board of directors of the Company authorizing the execution, delivery and performance Section ------- 6.2 of this Agreement and the issuance of the Units, (ii) the incumbency and signature of the authorized signatory of the Company executing this Agreement, (iii) the amended and restated certificate of incorporation and bylaws of the Company, as in effect on the Closing Date, and (iv) that the condition to closing set forth in Section 6.1(c) has been met; (iii) At the Closing, the Registration Rights Agreement, duly executed by the Company; (iv) An opinion of U.S. counsel to the Company addressed to the Buyer, providing that the issuance, sale and delivery to the Buyer of the Units have been duly authorized by all necessary corporate action and (i) upon issuance against payment therefor and delivery to the Buyer, (A) the Common Stock included in such Units will be validly issued, fully paid and non-assessable and (B) the Warrants will be valid and binding obligations of the Company and (ii) assuming issuance of the Warrant Shares upon the exercise of the Warrant in accordance with the terms of the Warrant, the Warrant Shares will be validly issued, fully paid and non-assessable; and (v) An opinion of Canadian counsel to the Company addressed to the Buyer, providing that the issuance of the Units is exempt from the prospectus requirements under Ontario securities laws, that such securities are subject to restrictions on transfer under Ontario securities law and that the Common Stock included in such Units and the Warrant Shares are conditionally approved for listing on the TSX.. ---

Deliveries at Closing. Buyer shall have received from the Company each of the deliveries set forth below: (i) At the Closing, certificates representing Seller will deliver to Purchaser: 4.1.1 A ▇▇▇▇ of Sale duly executed by Seller conveying all of Seller's Non-Hudson Assets to Purchaser (other than the shares of Common Stock and Warrants, comprising the Units, duly and validly issued in favor of Buyer and otherwise sufficient to vest in Buyer good title to the shares of Common Stock and Warrants comprising the UnitsNon-Hudson Real Estate Assets); (ii) At the Closing, a certificate issued by the secretary or an assistant secretary 4.1.2 Deeds conveying all of the CompanyNon-Hudson Real Estate Assets to Purchaser, dated in each case the Closing Datetype of deed to be of the same type given to Seller in connection with the conveyance of such Non-Hudson Real Estate Assets to Seller, in form and substance reasonably satisfactory to BuyerPurchaser, certifying on behalf of duly executed by Seller, together with the Company Policy (i) as defined in Section 7.4.1 hereof), the resolutions of the board of directors of the Company authorizing the executionsurveys contemplated by Section 7.4.4 hereof, delivery and performance of this Agreement and the issuance of affidavits contemplated by Section 7.4.3 hereof, with real estate taxes on the Units, (ii) the incumbency Non-Hudson Real Estate Assets to be prorated between Purchaser and signature of the authorized signatory of the Company executing this Agreement, (iii) the amended and restated certificate of incorporation and bylaws of the Company, as in effect on Seller through the Closing Date, and with Seller to pay (ivor pro-rate) all charges for gas, electricity, telephone, water, sewer, trash removal, paving obligation and street cleaning through the Closing Date (it being understood that the condition to closing set forth in Section 6.1(c) has been metSeller shall have paid any delinquent real estate taxes and assessments); 4.1.3 Such other good and sufficient instruments of conveyance, assignment and transfer, such as Bills of Sale (iiiincluding certificates of title for all motor vehicle transfers), in form and substance satisfactory to Purchaser's counsel, as shall be effective to vest in Purchaser good and marketable title to all of the remaining of Seller's Non-Hudson Assets; 4.1.4 All Records, contracts, current files and other data, all state and local permits (correct through the Closing Date) At and documents pertaining to the Non-Hudson Business (which may be delivered at the Hudson, New Hampshire offices of Seller), except Seller may elect to retain originals of any such records if true and correct copies thereof certified by the Town Clerk are delivered to Purchaser at the Closing, the Registration Rights Agreement, duly executed by the Company; (iv) An opinion of U.S. counsel to the Company addressed to the Buyer, providing that the issuance, sale and delivery to the Buyer of the Units have been duly authorized by all necessary corporate action and (i) upon issuance against payment therefor and delivery to the Buyer, (A) the Common Stock included in such Units will be validly issued, fully paid and non-assessable and (B) the Warrants will be valid and binding obligations of the Company and (ii) assuming issuance of the Warrant Shares upon the exercise of the Warrant in accordance with the terms of the Warrant, the Warrant Shares will be validly issued, fully paid and non-assessable; and (v) An opinion 4.1.5 All updated Schedules, closing certificates and other documents required to be delivered to Purchaser under the provisions of Canadian counsel to the Company addressed to the Buyer, providing that the issuance of the Units is exempt from the prospectus requirements under Ontario securities laws, that such securities are subject to restrictions on transfer under Ontario securities law and that the Common Stock included in such Units and the Warrant Shares are conditionally approved for listing on the TSXthis Agreement.

Deliveries at Closing. Buyer shall have received from At the Company each of the deliveries set forth belowClosing: (i) At Each Seller shall deliver to Holdings the Closing, certificates representing the shares Contributed Units together with such other appropriately executed instruments of Common Stock contribution, transfer and Warrants, comprising the Units, duly and validly issued in favor of Buyer and otherwise sufficient to vest in Buyer good title to the shares of Common Stock and Warrants comprising the Units; (ii) At the Closing, a certificate issued conveyance reasonably requested by the secretary or an assistant secretary of the Company, dated the Closing Date, Holdings in form and substance reasonably satisfactory to BuyerHoldings and its counsel evidencing and effecting the contribution and transfer to Holdings of the Contributed Units; (ii) Holdings shall issue to each Rollover Seller Per Unit Holdings Securities with respect to such Seller's Contributed Unit immediately prior to the Closing as set forth on the Total Value Certificate with legends affixed to the stock certificates evidencing such shares of Holdings Securities as set forth in Section 10.12; (iii) Each Seller shall deliver to Buyer the certificates representing the Purchased Units together with such other appropriately executed instruments of contribution, certifying transfer and conveyance reasonably requested by Holdings in form and substance reasonably satisfactory to Buyer and its counsel evidencing and effecting the contribution and transfer to Buyer of the Purchased Units; (iv) Buyer shall repay, or cause to be repaid, on behalf of the Company and its Subsidiaries, the Indebtedness outstanding under the Baptist Loans, specified in a payoff letter delivered to Buyer pursuant to Section 3.1(l) by wire transfer in immediately available funds (iand the amount of such Indebtedness shall reduce the Total Value); (v) the resolutions Buyer shall pay, or cause to be paid, on behalf of the board Sellers, the Company and its Subsidiaries, as applicable, the Sellers' Expenses identified by the Company prior to the Closing to the extent not paid by the Company at or prior to Closing solely out of directors Company Unregulated Cash by wire transfer in immediately available funds to the accounts and/or Persons specified by the Company prior to Closing (and the amount of any such Sellers' Expenses shall reduce the Total Value); (vi) Buyer shall pay an amount (the "Closing Payment") equal to the Estimated Cash Purchase Price minus the Escrow Amount to Sellers' Representative, on behalf of Sellers, by wire transfer of immediately available funds to the account designated in writing by the Sellers' Representative to Buyer at least two (2) business days prior to the Closing; (vii) Buyer shall deliver to the Escrow Agent the Escrow Amount by wire transfer of immediately available funds to the account designated in writing by the Escrow Agent for deposit into an escrow account established pursuant to the terms of the Company authorizing Escrow Agreement. The Escrow Amount shall be available to satisfy amounts owing to the executionBuyer Parties pursuant to Section 2.3(d), delivery Section 9.2 and performance of this Agreement Section 9.10(b) below. Subject to the conditions and the issuance of the Units, (ii) the incumbency and signature of the authorized signatory of the Company executing this Agreement, (iii) the amended and restated certificate of incorporation and bylaws of the Company, as in effect on the Closing Date, and (iv) that the condition to closing limitations set forth in Section 6.1(c) has been met; (iii) At the Closing, the Registration Rights Escrow Agreement, duly executed by the Company; (iv) An opinion of U.S. counsel to the Company addressed to the Buyer, providing that the issuance, sale and delivery to the Buyer of the Units have been duly authorized by all necessary corporate action and (i) upon issuance against payment therefor and delivery determination of the Final Cash Purchase Price pursuant to Section 2.3 below, the Buyer, Escrow Agent will distribute an amount equal to (A) the Common Stock included in such Units will be validly issued, fully paid and non-assessable and $2,200,000 minus (B) the Warrants will be valid and binding obligations excess (if any) of the Company and (ii) assuming issuance of Estimated Cash Purchase Price over the Warrant Shares upon the exercise of the Warrant Final Cash Purchase Price, in accordance with the terms of the WarrantEscrow Agreement, (ii) on the date that is eighteen months after the Closing Date, any Escrow Funds (other than Escrow Funds subject to outstanding claims) in excess of $5 million held by the Escrow Agent in the Escrow Account will be disbursed in accordance with the terms of the Escrow Agreement and, (iii) on the third anniversary of the Closing Date, all remaining Escrow Funds (other than Escrow Funds subject to outstanding claims) shall be disbursed in accordance with the terms of the Escrow Agreement; (viii) the Company, Sellers, the Warrant Shares will Sellers' Representative, Buyer and Holdings, as applicable, shall deliver the certificates and other documents and instruments required to be validly issued, fully paid and non-assessabledelivered by or on behalf of such party under Article III below; and (vix) An opinion of Canadian counsel Sellers shall deliver to the Company addressed to the Buyer, providing that the issuance all corporate books and records and other property of the Units is exempt from the prospectus requirements under Ontario securities lawsCompany in their possession, that such securities are subject to restrictions on transfer under Ontario securities law and that the Common Stock included in such Units and the Warrant Shares are conditionally approved for listing on the TSXif any.

Deliveries at Closing. (a) At the Closing, Sellers will deliver to Buyer shall have received from the Company each of the deliveries set forth belowfollowing: (i) At Duly executed assignment documents assigning and transferring the Closing, certificates representing ownership of record of the shares of Common Stock and Warrants, comprising the Units, duly and validly issued Equity in favor of Buyer and otherwise sufficient to vest in Buyer good title to the shares of Common Stock and Warrants comprising the Units;accordance with applicable Law. (ii) The certificate required by Section 8.1(c). (iii) Copies of the Third-Party Consents. (iv) A certificate pursuant to Treasury Regulations Section 1.1445-2(b) duly executed by each Seller that he or she is not a foreign person within the meaning of Section 1445 of the Code. (v) The agreements pursuant to which Target will acquire certain assets of Digital Orchard, LLC and Trinity Releasing, LLC, in the forms attached as Exhibit B. (vi) Payoff letters for the Indebtedness of Target. (vii) Executed employment agreement between the Company and ▇▇▇▇▇ ▇▇▇ in the form attached as Exhibit C. (viii) Executed employment offer letter between the Company and ▇▇▇▇▇ ▇▇▇ in the form attached as Exhibit D. (ix) Executed consulting agreement between the Company and ▇▇▇▇▇▇▇ ▇▇▇▇ in the form attached as Exhibit E. (x) All other agreements, documents, instruments or certificates required to be delivered by Sellers at or prior to the Closing pursuant to this Agreement. (b) At the Closing, a certificate issued by Buyer will deliver or cause to be delivered to Sellers, the secretary Seller Representative or an assistant secretary of their designees, as the Companycase may be, dated the Closing Date, in form and substance reasonably satisfactory to Buyer, certifying on behalf of the Company following: (i) the resolutions To each Seller, wire transfers of his or her share of the board of directors of Closing Purchase Price to which each Seller is entitled hereunder in accordance with payment instructions provided in the Company authorizing the execution, delivery and performance of this Agreement and the issuance of the Units, Closing Certificate. (ii) To the incumbency and signature of Seller Representative, the authorized signatory of the Company executing this Agreement, (iii) the amended and restated certificate of incorporation and bylaws of the Company, as Seller Representative Reserve in effect on the Closing Date, and (iv) that the condition to closing set forth in accordance with Section 6.1(c) has been met;2.3. (iii) At To the ClosingPersons to whom payment of Transaction Expenses or repayment of any outstanding unpaid Indebtedness of the Company existing as of the Closing Date shall be made, such cash amounts in accordance with payment instructions in the Registration Rights Agreement, duly executed by the Company;Closing Certificate. (iv) An opinion of U.S. counsel All other agreements, documents, instruments or certificates required to be delivered by Buyer at or prior to the Company addressed Closing pursuant to the Buyer, providing that the issuance, sale and delivery to the Buyer of the Units have been duly authorized by all necessary corporate action and (i) upon issuance against payment therefor and delivery to the Buyer, (A) the Common Stock included in such Units will be validly issued, fully paid and non-assessable and (B) the Warrants will be valid and binding obligations of the Company and (ii) assuming issuance of the Warrant Shares upon the exercise of the Warrant in accordance with the terms of the Warrant, the Warrant Shares will be validly issued, fully paid and non-assessable; and (v) An opinion of Canadian counsel to the Company addressed to the Buyer, providing that the issuance of the Units is exempt from the prospectus requirements under Ontario securities laws, that such securities are subject to restrictions on transfer under Ontario securities law and that the Common Stock included in such Units and the Warrant Shares are conditionally approved for listing on the TSXthis Agreement.