Common use of Transactions at Closing Clause in Contracts

Transactions at Closing. Upon the terms and subject to the conditions and limitations set forth in this Agreement, at the Closing: (a) Seller shall deliver, and Parent shall cause Seller to deliver, to Purchaser certificates representing all the Shares, free and clear of all Liens, accompanied by stock powers duly executed in blank or duly executed and sufficient instruments of transfer and bearing or accompanied by all requisite stock transfer tax stamps; (b) Purchaser shall deliver to Seller duly executed counterparts of the Transition Services Agreement, the MLOA Reinsurance Agreement, the MLOA Trust Agreement and the Administrative Services Agreement; (c) Except as set forth in Section 7.2 or Section 7.3, Parent and Seller shall deliver or cause to be delivered to Purchaser duly executed counterparts of the Transition Services Agreement, the MLOA Reinsurance Agreement, the MLOA Trust Agreement, the Administrative Services Agreement, the Retrocession Agreement, the Amended Arrangements (duly executed by each party thereto) and all documents, agreements and instruments pursuant to which the Pre-Closing Transactions are effected (duly executed by each party thereto); (d) Except as set forth in Section 7.2, Section 7.3, Section 8.2 or Section 8.3, Parent, Seller and Purchaser shall, or shall cause their respective Affiliates to, execute and deliver such other agreements, instruments or documents as are necessary or appropriate to give effect to the transactions contemplated by this Agreement and the Ancillary Agreements; and (e) Purchaser shall pay to Seller, by wire transfer of immediately available funds to an account or accounts designated by Seller at least 2 Business Days prior to the Closing Date, an amount of cash equal to the Purchase Price plus (i) the amount, if any, by which Estimated Closing Date Value exceeds Target Closing Date Value or minus (ii) the amount, if any, by which Target Closing Date Value exceeds Estimated Closing Date Value. Purchaser shall pay the Ceding Commission to MLOA as set forth in the MLOA Reinsurance Agreement, subject to adjustment as set forth therein.

Transactions at Closing. Upon (a) At the terms and subject Closing, the Sellers will deliver or cause to be delivered to the conditions and limitations set forth in this Agreement, at Buyer the Closingfollowing: (ai) Seller shall deliverstock certificates, evidencing all, and Parent shall cause Seller to delivernot less than all, to Purchaser certificates representing all of the Acquired Shares, free and clear of all Liens, in each case duly endorsed in blank or accompanied by stock powers duly executed in blank or duly executed blank, and sufficient instruments of transfer and bearing or accompanied by with all requisite required stock transfer tax stampsstamps affixed, or if such stock certificates are not then available, affidavits of loss and indemnity agreements in lieu thereof in form and substance reasonably acceptable to the Buyer; (ii) all minute books and stock transfer books of each of the Acquired Companies; (iii) one or more receipts acknowledging receipt of the aggregate Purchase Price; (iv) a legal opinion addressed to the Buyer, in form reasonably acceptable to the Buyer, that each of the Sellers is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware and has all the requisite corporate power and authority to enter into this Agreement, to carry out its obligations hereunder and to consummate the transactions contemplated hereby; (v) REITCO shall contribute the Note dated as of August 7, 1998 in the principal amount of $6,215,720, together with an assignment, in recordable form, the related Leasehold Deed of Trust dated as of August 7, 1998 to either MGG or MGG II (or their designee); and (vi) each of the certificates and other documents required to be delivered at the Closing pursuant to Section 7.3 hereof. (b) Purchaser shall deliver to Seller duly executed counterparts of At the Transition Services AgreementClosing, the MLOA Reinsurance Agreement, the MLOA Trust Agreement and the Administrative Services Agreement; (c) Except as set forth in Section 7.2 or Section 7.3, Parent and Seller shall Buyer will deliver or cause to be delivered to Purchaser duly executed counterparts of the Transition Services Agreement, Sellers the MLOA Reinsurance Agreement, the MLOA Trust Agreement, the Administrative Services Agreement, the Retrocession Agreement, the Amended Arrangements (duly executed by each party thereto) and all documents, agreements and instruments pursuant to which the Pre-Closing Transactions are effected (duly executed by each party thereto);following: (di) Except as the Purchase Price, by wire transfer in cash of immediately available funds pursuant to, and in the manner set forth in Section 7.2in, Section 7.3, Section 8.2 or Section 8.3, Parent, Seller and Purchaser shall, or shall cause their respective Affiliates to, execute and deliver such other agreements, instruments or documents as are necessary or appropriate to give effect to the transactions contemplated by this Agreement and the Ancillary Agreements1.3 hereof; and (eii) Purchaser shall pay each of the certificates and other documents required to Seller, by wire transfer of immediately available funds to an account or accounts designated by Seller be delivered at least 2 Business Days prior to the Closing Date, an amount of cash equal pursuant to the Purchase Price plus (i) the amount, if any, by which Estimated Closing Date Value exceeds Target Closing Date Value or minus (ii) the amount, if any, by which Target Closing Date Value exceeds Estimated Closing Date Value. Purchaser shall pay the Ceding Commission to MLOA as set forth in the MLOA Reinsurance Agreement, subject to adjustment as set forth thereinSection 7.2 hereof.

Transactions at Closing. Upon On the terms and subject Closing Date, the following transactions shall occur, all of such transactions being deemed to the conditions and limitations set forth in this Agreement, at the Closingoccur simultaneously: (a) Seller shall the Acquiree and the Acquiree Shareholder will deliver, and Parent shall or cause Seller to deliverbe delivered, to Purchaser RCM the following: (i) stock certificates representing the Acquiree Shares being surrendered hereunder, duly endorsed with stock powers attached in blank; (ii) all corporate records of the SharesAcquiree, free including without limitation corporate minute books (which shall contain copies of the Articles of Incorporation and clear Bylaws, as amended to the Closing Date), stock books, stock transfer books, corporate seals; and such other corporate books and records as may reasonably be requested by RCM and its counsel; (iii) a certificate executed by the Acquiree and the Acquiree Shareholder to the effect that all representations and warranties made by the Acquiree and the Acquiree Shareholder under this Agreement are true and correct as of the Closing Date, as though originally given to RCM on said date; (iv) a certificate of good standing for the Acquiree from the Secretary of the State of California, dated at or about the Closing Date, to the effect that such corporation is in good standing under the laws of such state; (v) an incumbency certificate for the Acquiree signed by all of the officers thereof dated at or about the Closing Date; (vi) certified Articles of Incorporation of the Acquiree dated at or about the Closing Date and a copy of the Bylaws of the Acquiree certified by the Secretary of the Acquiree dated at or about the Closing Date; (vii) certified resolutions from the Secretary of the Acquiree dated at or about the Closing Date authorizing the transactions contemplated under this Agreement; (viii) an Employment Agreement described in Exhibit "A" signed by _______________ and Acquiree; (ix) an Employment Agreement described in Exhibit "B) signed by ____________________ and Acquiree; (x) an Employment Agreement substantially in the form of Exhibit "A" signed by Acquiree and such Employees of Acquiree as are selected by RCM; (xi) resignations of all Liensofficers and directors of Acquiree; (xii) evidence satisfactory to RCM of the termination of the Agreements described in Schedule 3.30 hereof. (xiii) such documents as may be needed to accomplish the Closing under the corporate laws of the states of incorporation of RCM and Acquiree; (xiv) such other instruments, accompanied documents and certificates, if any, as are required to be delivered pursuant to the provisions of this Agreement or that may be reasonably requested in furtherance of the provisions of this Agreement; (xv) an opinion of counsel for Acquiree and Acquiree Shareholder in the form attached hereto as Exhibit "C"; (xvi) an election under Section 338(h) of the Internal Revenue Code executed by stock powers duly executed in blank or duly executed and sufficient instruments Acquiree. 22 (xvii) any documentation associated with the transactions contemplated by Section 5.15 of transfer and bearing or accompanied by all requisite stock transfer tax stamps;this Agreement. (b) Purchaser shall deliver to Seller duly executed counterparts of the Transition Services Agreement, the MLOA Reinsurance Agreement, the MLOA Trust Agreement and the Administrative Services Agreement; (c) Except as set forth in Section 7.2 or Section 7.3, Parent and Seller shall RCM will deliver or cause to be delivered to Purchaser duly executed counterparts the Acquiree and the Acquiree Shareholder: (i) a certificate of RCM's Secretary to the effect that all representations and warranties made by RCM under this Agreement are true and correct as of the Transition Services AgreementClosing Date, as though originally given to the MLOA Reinsurance Agreement, Acquiree and the MLOA Trust Agreement, the Administrative Services Agreement, the Retrocession Agreement, the Amended Arrangements (duly executed by each party thereto) and all documents, agreements and instruments pursuant to which the Pre-Closing Transactions are effected (duly executed by each party thereto)Acquiree Shareholder on said date; (dii) Except as set forth certificate from the Secretary of State of Nevada dated at or about the Closing Date that RCM is in Section 7.2, Section 7.3, Section 8.2 good standing under the laws of said state; (iii) certified resolution of the Secretary of RCM dated at or Section 8.3, Parent, Seller and Purchaser shall, or shall cause their respective Affiliates to, execute and deliver such other agreements, instruments or documents as are necessary or appropriate to give effect to about the Closing Date authorizing the transactions contemplated under this Agreement; (iv) an opinion of counsel for RCM in the form attached hereto as Exhibit "D". (v) an Employment Agreement described in Exhibit "A" signed by ______________ and Acquiree; (vi) an Employment Agreement described in Exhibit "B" signed by _____________ and Acquiree; (vii) an Employment Agreement substantially in the form of Exhibits "A" signed by RCM and such employees of Acquiree as are selected by RCM; (viii) such documents as may be needed to accomplish the Closing under the corporate laws of the state of incorporation of RCM and Acquiree; (ix) such other instruments, documents and certificates, if any, as are required to be delivered pursuant to the provisions of this Agreement and Agreement, or that may be reasonably requested in furtherance of the Ancillary Agreementsprovisions of this Agreement; and (ex) Purchaser shall pay to Seller, An election under Section 338(h) of the Internal Revenue Code executed by wire transfer of immediately available funds to an account or accounts designated by Seller at least 2 Business Days prior to the Closing Date, an amount of cash equal to the Purchase Price plus (i) the amount, if any, by which Estimated Closing Date Value exceeds Target Closing Date Value or minus (ii) the amount, if any, by which Target Closing Date Value exceeds Estimated Closing Date Value. Purchaser shall pay the Ceding Commission to MLOA as set forth in the MLOA Reinsurance Agreement, subject to adjustment as set forth thereinRCM.

Transactions at Closing. Upon the terms and subject At least one (1) Business Day prior to the conditions and limitations set forth in this Agreement, at the ClosingClosing Date: (a) Seller shall deliver, and Parent shall cause Seller to deliver, to Purchaser certificates representing all the Shares, free and clear of all Liens, accompanied by stock powers duly executed in blank or duly executed and sufficient instruments of transfer and bearing or accompanied by all requisite stock transfer tax stamps; (b) Purchaser shall deliver to Seller duly executed counterparts of the Transition Services Agreement, the MLOA Reinsurance Agreement, the MLOA Trust Agreement and the Administrative Services Agreement; (c) Except as set forth in Section 7.2 or Section 7.3, Parent and Seller shall deliver or cause to be delivered to Purchaser Escrow Holder the following documents (collectively, the “Conveyance Documents”) duly executed and acknowledged where appropriate: (i) A grant deed (the “Deed”) conveying the Real Property and the Improvements, subject to the Permitted Exceptions, in the form attached hereto as Exhibit E; (ii) ▇▇▇▇ of Sale in the form set forth on Exhibit B attached hereto, conveying the Personal Property to Purchaser; (iii) Two counterparts of the Transition Services Assignment and Assumption Agreement (the “Assignment”) in the form set forth on Exhibit C attached hereto, conveying all interest of Seller as landlord in and to the Leases pertaining to the Real Property and Improvements as more specifically set forth on Schedule B to the Assignment and Assumption Agreement; and in and to any equipment leases, commission agreements and service contracts, as set forth on Schedules C, D and E, respectively, to the MLOA Reinsurance Assignment and Assumption Agreement; (iv) Certificate of non-foreign status in the form set forth on Exhibit D attached hereto, to confirm that Purchaser is not required to withhold part of the MLOA Trust AgreementPurchase Price pursuant to Section 1445 of the Internal Revenue Code of 1986, as amended; (v) Original executed copies of all Leases; provided, however, that the Administrative Services Agreementoriginal Leases shall be held at the Property for delivery to the Purchaser incident to the Closing; (vi) Information required by the Title Company to comply with the real estate reporting requirements set forth in Section 6045(e) of the Internal Revenue Code of 1986, as amended; (vii) Certificate confirming that the Retrocession Agreementrepresentations and warranties of Seller under this Agreement remain true and correct in the form attached hereto as Exhibit G; (viii) Evidence as to the authority of the person or persons executing documents on behalf of the Seller reasonably acceptable to Purchaser and the Title Company; (ix) The Service Contracts which survive Closing, as provided in Section 9.5 below, together with such leasing and property files and records pertaining to day-to-day operation, leasing and maintenance of the Amended Arrangements Property, to the extent such files and records are in the possession of Seller or Seller’s building manager; provided, however, that such documentation shall be held at the Property for delivery to the Purchaser incident to the Closing, and provided, further, that proprietary information of Seller not relevant to the ownership or operation of the Property shall not be included. Until the earlier to occur of (i) the sale of the Property by Purchaser, or (ii) the expiration of a period of three (3) years after the Closing, Purchaser shall allow Seller and its agents and representatives reasonable access without charge but without cost to Purchaser to all files, records and documents delivered to Purchaser at the Closing upon reasonable advance notice and at all reasonable times, to examine and make copies of any and all such files, records and documents, which right shall survive the Closing; (x) Affidavits as may be customarily and reasonably required by the Title Company, in form reasonably acceptable to Seller; (xi) Closing Statement acceptable to Seller; (xii) An updated Rent Roll in the same form as set forth as Schedule 4, certified by Seller as correct and complete as of the date of delivery thereof; (xiii) keys to all locks on the Real Property and Improvements in Seller’s or Seller’s building manager’s possession; and (xiv) Such other documents as may be reasonably necessary and appropriate to complete the Closing of the transaction contemplated herein. (b) Purchaser shall deliver to Escrow Holder the following: (i) The Purchase Price as adjusted in Section 2.3 above, and as further adjusted to reflect the Purchaser’s share of closing costs, and any fees as more particularly set forth in Section 4.3 below; (ii) Two counterparts of a duly executed by each party theretoand acknowledged Assignment (as described in Section 4.2(a)(iii) and all documents, agreements and instruments pursuant to which the Pre-Closing Transactions are effected (duly executed by each party theretoabove); (diii) Except as Information required by the Title Company to comply with the real estate reporting requirements set forth in Section 7.26045(i) of the Internal Revenue Code of 1986, Section 7.3as amended; (iv) Evidence of the authority of the person or persons executing documents on behalf of Purchaser reasonably acceptable to Seller and the Title Company; (v) Certificate confirming that the representations and warranties of Purchaser under this Agreement remain true and correct in the form attached hereto as Exhibit H; (vi) Closing Statement acceptable to Purchaser; (vii) Affidavits as may be customarily and reasonably required by the Title Company, Section 8.2 or Section 8.3in form reasonably acceptable to Purchaser; and (viii) Such other documents as may be reasonably necessary and appropriate to complete the Closing of the transaction contemplated herein. (c) Seller and Purchaser shall execute a tenant notification letter to all tenants under the Leases (the “Tenant Notification Letter”) in the form attached hereto as Exhibit F, Parent, Seller and Purchaser shall, or shall within forty-eight (48) hours following the Closing, cause their respective Affiliates to, execute and deliver the Tenant Notification Letter to be delivered to such other agreements, instruments or documents as are necessary or appropriate to give effect to the transactions contemplated by this Agreement and the Ancillary Agreements; and (e) Purchaser shall pay to Seller, by wire transfer of immediately available funds to an account or accounts designated by Seller at least 2 Business Days prior to the Closing Date, an amount of cash equal to the Purchase Price plus (i) the amount, if any, by which Estimated Closing Date Value exceeds Target Closing Date Value or minus (ii) the amount, if any, by which Target Closing Date Value exceeds Estimated Closing Date Value. Purchaser shall pay the Ceding Commission to MLOA as set forth in the MLOA Reinsurance Agreement, subject to adjustment as set forth thereintenants.

Transactions at Closing. Upon the terms and subject to the conditions and limitations set forth in this Agreement, at At the Closing: (a) The Seller shall deliver(A) contribute to the Operating Partnership, free and clear of any Lien, all of the Contributed Membership Interests and (B) sell, assign, transfer, convey and deliver to the Buyer, free and clear of any Lien, all of the Purchased Membership Interests (and any other Company Securities owned by the Seller). (b) (A) Parent shall cause the Operating Partnership to deliver to the Seller a counterpart to the Interest Contribution Agreement duly executed by the Operating Partnership and (B) the Buyer shall deliver to the Seller a counterpart to the Interest Transfer Agreement duly executed by the Buyer. (c) The Seller shall deliver (A) to the Operating Partnership a counterpart to the Interest Contribution Agreement and (B) to the Buyer a counterpart to the Interest Transfer Agreement in each case duly executed by the Seller and any other documents, instruments and agreements as are reasonably required to effect the contribution of the Contributed Membership Interests to the Operating Partnership and the transfer of the Purchased Membership Interests (and any other Company Securities owned by the Seller) from the Seller to deliver, to Purchaser certificates representing all the Shares, Buyer in each case free and clear of all Liens, accompanied by stock powers duly executed in blank or duly executed and sufficient instruments of transfer and bearing or accompanied by all requisite stock transfer tax stamps;. (bi) Purchaser The Buyer shall pay and discharge, on behalf of the Company, the amount payable to each counterparty or holder of Payoff Indebtedness to the extent taken into account in the calculation of the Estimated Closing Date Consideration, as specified in the Debt Payoff Letters, and (ii) the Seller shall deliver to Seller duly the Buyer such executed counterparts of the Transition Services Agreement, the MLOA Reinsurance Agreement, the MLOA Trust Agreement and the Administrative Services Agreement; (c) Except as set forth in Section 7.2 or Section 7.3, Parent and Seller shall deliver or cause to be delivered to Purchaser duly executed counterparts of the Transition Services Agreement, the MLOA Reinsurance Agreement, the MLOA Trust Agreement, the Administrative Services Agreement, the Retrocession Agreement, the Amended Arrangements (duly executed by each party thereto) and all documents, agreements and instruments pursuant to which the Pre-Closing Transactions are effected (duly executed by each party thereto); (d) Except as set forth in Section 7.2, Section 7.3, Section 8.2 or Section 8.3, Parent, Seller and Purchaser shall, or shall cause their respective Affiliates to, execute and deliver such other agreements, instruments or documents as are necessary or appropriate to give effect to the transactions contemplated by this Agreement and the Ancillary Agreements; andDebt Payoff Letters. (e) Purchaser The Buyer shall pay and discharge, on behalf of the Company, the amount payable to each Person who is owed a portion of the Transaction Expenses, as specified in the Transaction Expenses Payoff Instructions to the extent taken into account in the calculation of the Estimated Closing Date Consideration. (f) The Seller shall deliver to the Buyer the Escrow Agreement, duly executed by the Seller. (g) The Buyer shall deliver to the Seller the Escrow Agreement, duly executed by the Buyer. (h) The Buyer shall deliver the Holdback Amount to the Escrow Agent by wire transfer of immediately available funds, to an account designated by the Escrow Agent in writing no later than three (3) Business Days prior to the Closing. (i) The Buyer shall deliver to the Seller the Closing Date Cash Consideration, by wire transfer of immediately available funds funds, to an account or accounts designated in writing by the Seller at least 2 no later than three (3) Business Days prior to the Closing DateClosing. (j) The Buyer shall deliver, an amount of cash equal or cause to be delivered, to the Purchase Price plus (i) Seller book entry confirmation of the amount, if any, by which Estimated OP Common Units representing the Closing Date Value exceeds Target Equity Consideration registered in the name of the Seller. A notation shall be made in respect of the Closing Date Value or minus (ii) Equity Consideration on the amount, if any, by which Target Closing Date Value exceeds Estimated Closing Date Value. Purchaser shall pay books and records of the Ceding Commission to MLOA as transfer agent in respect of the legends set forth in ‎Section 5.21. (k) The Seller shall deliver to the MLOA Reinsurance Buyer copies of all consents, approvals, waivers, licenses and authorizations associated with the Telecom Regulatory Applications. (l) The Seller shall deliver to the Buyer the Resignation Letters. (m) The Buyer shall deliver to the Seller the executed OP LPA. (n) The Seller shall deliver to the Buyer the OP LPA Joinder. (o) The Buyer and the Seller shall take such further actions and make such other deliveries as required by the terms of this Agreement, subject to adjustment as set forth therein.

Transactions at Closing. Upon On the terms and subject to the conditions and limitations set forth in this Agreement, at the ClosingClosing (as defined below), the following transactions shall occur simultaneously: (a) Seller Abiomed shall deliver, surrender to the Company the Warrant and Parent shall cause Seller deliver to deliver, the Company for conversion pursuant to Purchaser certificates representing all the Shares, free and clear of all Liens, accompanied by stock powers duly executed in blank or duly executed and sufficient instruments of transfer and bearing or accompanied by all requisite stock transfer tax stamps;terms hereof the Note. (b) Purchaser Abiomed, the Company and WHI shall execute and deliver to Seller duly executed counterparts the Investors one or more written instruments effective as of the Transition Services AgreementClosing, in form and substance reasonably satisfactory to the Investors and Abiomed, terminating all obligations of the parties under the Note and the other Abiomed Agreements, releasing all security interests Abiomed may have in the assets of the Company and WHI under the Abiomed Agreements or otherwise, permanently waiving any and all rights with respect to any Event of Default that may have existed under the Note, the MLOA Reinsurance AgreementWarrant or any other Abiomed Agreement at any time on or prior to the Closing, and effective as of and subject to the MLOA Trust Agreement Closing, releasing the Company and WHI from all claims Abiomed or certain related parties may have against the Administrative Services Agreement;Company or WHI (other than claims arising under the Transaction Documents), and releasing Abiomed and certain related parties from all claims the Company or WHI may have against Abiomed or such related parties (other than claims arising under the Transaction Documents) (the “Abiomed Satisfaction and Release Documents”). (c) Except as set forth in Section 7.2 or Section 7.3, Parent and Seller The Company shall deliver to Abiomed one or cause to be delivered to Purchaser duly executed counterparts more certificates in the name of the Transition Services AgreementAbiomed or its nominee, the MLOA Reinsurance Agreementbearing appropriate restrictive legends (including any legends required by applicable Canadian securities laws), the MLOA Trust Agreement, the Administrative Services Agreement, the Retrocession Agreement, the Amended Arrangements (duly executed by each party thereto) and all documents, agreements and instruments pursuant to which the Pre-Closing Transactions are effected (duly executed by each party thereto);representing an aggregate of 86,000,000 shares of Common Stock. (d) Except as set forth in Section 7.2, Section 7.3, Section 8.2 or Section 8.3, Parent, Seller SSF and Purchaser shall, or Venrock shall cause their respective Affiliates to, execute and deliver such other agreements, instruments or documents as are necessary or appropriate to give effect surrender to the transactions contemplated by this Agreement and Company any promissory notes issued to them under the Ancillary Agreements; andBridge Facility. (e) Purchaser The Company shall pay issue to Sellereach Investor one or more certificates in the name of such Investor or its nominee, bearing appropriate restrictive legends (including any legends required by applicable Canadian securities laws), representing the shares of Common Stock set forth opposite its name on the signature pages to this Agreement in exchange for a cash purchase price equal to the product of the Per Share Purchase Price and such shares (each, a “Cash Purchase Price”); provided, however, that the Cash Purchase Price payable by any Investor which is a party to the Bridge Facility shall be offset by the principal and interest payable to such Investor under the Bridge Facility to and including the Closing Date. The Cash Purchase Price shall be payable by wire transfer of immediately available in same day funds to an account or accounts designated by Seller at least 2 Business Days prior be sent to the Closing Date, an amount account of cash equal to the Purchase Price plus (i) Company as instructed in writing by the amount, if any, by which Estimated Closing Date Value exceeds Target Closing Date Value or minus (ii) the amount, if any, by which Target Closing Date Value exceeds Estimated Closing Date Value. Purchaser shall pay the Ceding Commission to MLOA as set forth in the MLOA Reinsurance Agreement, subject to adjustment as set forth thereinCompany.

Transactions at Closing. Upon At the terms and subject to Closing, all of the conditions and limitations actions set forth in this Section ‎4.2 below shall occur and shall be deemed to occur simultaneously, such that no action shall be deemed to have been completed or any document delivered until all such actions have been completed and all such documents have been delivered: 4.2.1. In addition to any other documents expressly required to be delivered under other provisions of this Agreement, at the Closing: (a) Seller shall deliver, and Parent shall cause Seller to deliver, to Purchaser certificates representing all the Shares, free and clear of all Liens, accompanied by stock powers duly executed in blank or duly executed and sufficient instruments of transfer and bearing or accompanied by all requisite stock transfer tax stamps; (b) Purchaser shall deliver to Seller duly executed counterparts of the Transition Services Agreement, the MLOA Reinsurance Agreement, the MLOA Trust Agreement and the Administrative Services Agreement; (c) Except as set forth in Section 7.2 or Section 7.3, Parent and Seller shall deliver or cause to be delivered to Purchaser duly Buyer the following deliverables, each of which may be waived by Buyer at Buyer's discretion: (a) a Closing Certificate, executed counterparts by the Chief Executive Officer and Chief Financial Officer of Seller, certifying that: (i) the Transition Services execution, delivery and performance of this Agreement, the MLOA Reinsurance Transaction Documents to which Seller is a party, and the transactions contemplated hereby and thereby, and the acts of the officers of Seller in carrying out the terms and provisions hereof and thereof, have been authorized and approved by all corporate action required to be taken on the part of Seller; (ii) except as otherwise expressly set forth in such Closing Certificate, (which exceptions may not reflect a Major Issue), each of the representations and warranties of Seller in this Agreement, are true and correct in all material respects as of the Closing Date, and (iii) certifying that the Conditions Precedent set forth in Sections ‎8.1 and ‎8.3, have been satisfied or otherwise waived by Seller; and (b) all Approvals and other consents by any Person, the lack of which would constitute a Major Issue. (c) a duly issued invoice portion of the Purchase Price payable at the Closing pursuant to Section ‎3 above. (d) the Closing Balance Sheet; (e) deeds, bills of sales, endorsements, assignments, registrations and other instruments of transfer and conveyance, certificates of title, documents and other instruments of transfer and conveyance, duly executed by the Seller Group, including assignments of all Transferred Intellectual Property and separate assignments of all registered marks, internet domain names, patents and copyrights, duly executed by Seller Group; (f) the Buyer’s Promissory Note; and (g) such other documents, instruments and certificates as may be required, in the reasonable opinion of Seller's Representative, to effect and consummate the Acquisition, which documents, instruments and certificates shall be attached to this Agreement. 4.2.2. Buyer shall deliver or cause to be delivered to Seller: (a) a Closing Certificate, executed by the Chief Executive Officer and Chief Financial Officer of Buyer, certifying that: (i) the execution, delivery and performance of this Agreement, the MLOA Trust Transaction Documents to which Buyer is a party, and the transactions contemplated hereby and thereby, and the acts of the officers of Buyer in carrying out the terms and provisions hereof and thereof, have been authorized and approved by all corporate action required to be taken on the part of Buyer; (ii) except as otherwise expressly set forth in such Closing Certificate, each of the representations and warranties of the Buyer in this Agreement, as amended or updated, are true and correct in all material respects as at the Administrative Services AgreementClosing Date, and (iii) certifying that the Conditions Precedent set forth in Sections ‎8.1 and ‎8.2, have been satisfied in all material respects or otherwise waived by Buyer; and (b) to the extent necessary, the Retrocession AgreementSupporting Bank Guarantee in an amount determined in accordance with Section ‎7.11.2 below; (c) deeds, the Amended Arrangements (bills of sales, endorsements, assignments, registrations and other instruments of transfer and conveyance, certificates of title, documents and other instruments of transfer and conveyance, duly executed by each party thereto) the Seller Group, including assignments of all Transferred Intellectual Property and separate assignments of all documentsregistered marks, agreements internet domain names, patents and instruments pursuant to which the Pre-Closing Transactions are effected (copyrights, duly executed by each party thereto)Buyer; (d) Except as set forth in Section 7.2the Seller’s Promissory Note; (e) the Bank Guarantee, Section 7.3, Section 8.2 or Section 8.3, Parent, Seller and Purchaser shall, or shall cause their respective Affiliates to, execute and deliver such other agreements, instruments or documents as are necessary or appropriate to give effect to the transactions contemplated by this Agreement and the Ancillary Agreementsextent required pursuant to Section ‎3.1 above; and (ef) Purchaser such other documents, instruments and certificates as may be required, in the reasonable opinion of Seller's Representative, to effect and consummate the Acquisition, which documents, instruments and certificates shall be attached to this Agreement. 4.2.3. The Parties shall duly execute, deliver and exchange, to the extent agreed by the Parties prior to the Closing, each of the General Assignment, Assumption and ▇▇▇▇ of Sale, the OTI IP License Agreement, the Magna License Agreement and the Supply Agreement. In addition the Parties shall duly execute, deliver and exchange the Escrow Agreement, to the extent an Escrow Amount is required to be deposited with the Escrow Agent at the Closing under this Agreement and provided that the form of the Escrow Agreement is agreed by the Parties prior to the Closing. 4.2.4. Buyer shall pay to Seller, in immediately available funds transferred by wire transfer of immediately available funds to an Seller’s bank account or accounts designated by Seller to Buyer, in writing, at least 2 five (5) Business Days prior to the Closing Date, an amount of the cash equal to amounts payable at Closing in accordance with Section ‎3 above, as adjusted for the Purchase Price plus Adjustment Amount, in accordance with Section ‎7.2.1 less: (i) the amount, if any, by which Estimated Closing Date Value exceeds Target Closing Date Value or minus amount of the Advance Balances; and (ii) the amountEscrow Amount, if anyto the extent the Escrow Amount is required to be deposited under this Agreement and the Escrow Agreement is executed at the Closing, in which case the Escrow Amount shall be so deposited by which Target Closing Date Value exceeds Estimated Closing Date Value. Purchaser shall pay the Ceding Commission to MLOA as set forth in Buyer with the MLOA Reinsurance Agreement, subject to adjustment as set forth thereinEscrow Agent at the Closing.

Transactions at Closing. Upon At the Closing, subject to the terms and subject to the conditions and limitations set forth in this Agreement, at the Closinghereof: (a) Seller shall deliver, and Parent shall cause Seller to deliver, to Purchaser certificates representing all the Shares, free and clear of all Liens, accompanied by stock powers duly executed in blank or duly executed and sufficient instruments of transfer and bearing or accompanied by all requisite stock transfer tax stamps; (b) Purchaser shall deliver to Seller duly executed counterparts of the Transition Services Agreement, the MLOA Reinsurance Agreement, the MLOA Trust Agreement and the Administrative Services Agreement; (c) Except as set forth in Section 7.2 or Section 7.3, Parent and Seller shall deliver or cause to be delivered to Purchaser duly Purchaser: (i) executed counterparts of the Assignment of Copyrights, Assignment of Product Domain Names, Assignment of Patents, Assignment of Trademarks, ▇▇▇▇ of Sale, and Transition Services AgreementAgreement to which it is a party; (ii) a letter from Seller to the FDA, the MLOA Reinsurance Agreement, the MLOA Trust Agreement, the Administrative Services Agreement, the Retrocession Agreement, the Amended Arrangements (duly executed by each party thereto) and all documentsSeller, agreements and instruments pursuant transferring the rights to which the Pre-Closing Transactions are effected (duly executed by each party thereto)Registrations to Purchaser; (diii) Except a letter from Seller to the FDA, Division of Drug Marketing, Advertising and Communication, notifying of the transfer of the Registrations to Purchaser; (iv) a certificate of a duly authorized officer of Seller certifying as to the matters set forth in Section 7.2, Section 7.3, Section 8.2 or Section 8.3, Parent, Sections 7.2(a) and 7.2(b) and the accuracy of the representations and warranties of Seller set forth in the Stock Purchase Agreement with respect to federal and Purchaser shall, or shall cause their respective Affiliates to, execute state securities laws; *** Certain information on this page has been omitted and deliver such other agreements, instruments or documents as are necessary or appropriate to give effect filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the transactions contemplated by this Agreement omitted portions. (v) an executed copy of an Internal Revenue Service Form W-9 and the Ancillary Agreementsan executed copy of a non-foreign status FIRPTA certificate prepared pursuant to Treasury Regulation Section 1.1445-2(b)(2); and (evi) such other documents and instruments as may be reasonably necessary to effect or evidence the Transactions. For the avoidance of doubt, Seller shall have previously delivered to Purchaser executed copies of the Distribution, Supply and Transition Agreement and Supply Agreement, each dated as of the Execution Date. (b) Purchaser shall pay deliver or cause to be delivered to Seller, by wire transfer of immediately available funds to an account or accounts designated by Seller at least 2 Business Days prior to the Closing Date, an amount of cash equal to the Purchase Price plus : (i) instruction to Escrow Agent for release of the amount, if any, by which Estimated Closing Date Value exceeds Target Closing Date Value or minus Upfront Payment to Seller; (ii) a stock certificate, issued in the amountname of Seller or Seller's designee, if anyevidencing the Equity Payment; (iii) executed counterparts of the Assignment of Copyrights, Assignment of Product Domain Names, Assignment of Patents, Assignment of Trademarks, ▇▇▇▇ of Sale, and Transition Services Agreement to which it is a party; (iv) a letter from Purchaser to the FDA duly executed by which Target Closing Date Value exceeds Estimated Closing Date Value. Purchaser, assuming responsibility for Registrations from Seller; (v) a certificate of a duly authorized officer of Purchaser shall pay certifying as to the Ceding Commission to MLOA as matters set forth in Sections 7.3(a) and 7.3(b) and the accuracy of the representations and warranties of Purchaser set forth in the MLOA Reinsurance Stock Purchase Agreement with respect to federal and state securities laws; and (vi) such other documents and instruments as may be reasonably necessary to effect or evidence the Transactions. For the avoidance of doubt, Purchaser shall have previously delivered to Seller executed copies of the Distribution, Supply and Transition Agreement and Supply Agreement, subject to adjustment each dated as set forth thereinof the Execution Date.

Transactions at Closing. Upon the terms and subject to the conditions and limitations set forth in this Agreement, at At the Closing: (a) The Seller shall deliverduly execute and deliver to the Buyer or its nominee or nominees such deeds, and Parent shall cause Seller to deliver, to Purchaser certificates representing all the Shares, free and clear of all Liens, accompanied by stock powers duly executed in blank title or duly executed and sufficient other instruments of assignment and transfer with respect to the Acquired Assets as the Buyer may reasonably request and bearing or accompanied by as may be necessary to vest in the Buyer good and valid title to all requisite stock transfer tax stamps;of the Acquired Assets, in each case subject to no Encumbrance (as defined in Section 5.10) except for the Encumbrances specified in Schedule 4.2 (a) hereto (the "Permitted Encumbrances"). (b) Purchaser The Buyer shall duly execute and deliver to the Seller duly executed counterparts such instruments of assumption and other documents with respect to the Transition Services Agreement, Assumed Obligations as the MLOA Reinsurance Agreement, the MLOA Trust Agreement and the Administrative Services Agreement;Seller may reasonably request. (c) Except as set forth in Section 7.2 or Section 7.3, Parent and The Seller shall deliver or cause to be delivered to Purchaser duly executed counterparts the Buyer all of the Transition Services AgreementSeller's leases, contracts and agreements included in the MLOA Reinsurance AgreementAcquired Assets (except as shown on Schedule 4.2(c)), with such assignments thereof and consents to assignments as are necessary to assure the MLOA Trust AgreementBuyer of the full benefit of the same, the Administrative Services Agreement, the Retrocession Agreement, the Amended Arrangements (duly executed by each party thereto) and all documentsof the Seller's business records, agreements books and instruments pursuant other data relating to which the Pre-Closing Transactions are effected Acquired Assets (duly executed by each party theretooriginals or copies, as the parties reasonably agree);. The Seller shall take all requisite steps to put the Buyer in actual possession and operating control of the Acquired Assets. (d) Except as set forth in Section 7.2, Section 7.3, Section 8.2 or Section 8.3, Parent, Seller and Purchaser shall, or The Buyer shall cause their respective Affiliates to, execute and deliver such other agreements, instruments or documents as are necessary or appropriate to give effect the Escrowed Amount to the transactions contemplated by this Agreement and Escrow Agent. The Seller shall deliver to the Ancillary Agreements; andEscrow Agent duly executed stock powers relating to the escrowed Shares of VideoServer Common Stock, as described in the Escrow Agreement (e) Purchaser Subject to paragraph (f) below, the Buyer shall pay to Seller, by wire transfer of immediately available funds to an account or accounts designated by Seller at least 2 Business Days prior deliver the Cash Portion and Stock Portion (other than the Escrowed Amount) to the Closing DateSeller. (f) Upon request of the Buyer at Closing, an amount of cash equal the Seller shall deliver to the Purchase Price plus Buyer pay-off letters and lien discharges (ior agreements therefor) from any Person with an Encumbrance on any of the amount, if any, by which Estimated Closing Date Value exceeds Target Closing Date Value Acquired Assets and an executed written acknowledgment from Union Bank that Buyer and its Affiliates shall have no liability or minus (ii) the amount, if any, by which Target Closing Date Value exceeds Estimated Closing Date Value. Purchaser shall pay the Ceding Commission to MLOA as set forth obligation in the MLOA Reinsurance Agreement, subject to adjustment as set forth thereinrespect of Promptus' guaranty of GTI's debt.

Transactions at Closing. Upon On the terms and subject Closing Date, the following transactions occurred, all of such transactions being deemed to the conditions and limitations set forth in this Agreement, at the Closingoccur simultaneously: (a) Seller shall the Acquiree and the Acquiree Shareholders will deliver, and Parent shall or cause Seller to deliverbe delivered, to Purchaser RCM the following: (i) A certificate of Acquiree's Secretary to the effect that all representations and warranties made by the Acquiree and the Acquiree Shareholders under this Agreement are true and correct as of the Closing Date as though originally given to RCM on said date. (ii) stock certificates representing the Acquiree Shares being surrendered hereunder, duly endorsed with stock powers attached in blank; (iii) all corporate records of the SharesAcquiree, free including without limitation corporate minute books (which shall contain copies of the Articles of Incorporation and clear Bylaws, as amended to the Closing Date), stock books, stock transfer books, corporate seals; and such other corporate books and records as may reasonably be requested by RCM and its counsel; (iv) a certificate of Status for the Acquiree from the Department of Financial Institutions of the State of Wisconsin, dated at or about the Closing Date, to the effect that such corporation is in good standing under the laws of such state; (v) an incumbency certificate for the Acquiree signed by all of the officers thereof dated at or about the Closing Date; (vi) certified Articles of Incorporation of the Acquiree dated at or about the Closing Date and a copy of the Bylaws of the Acquiree certified by the Secretary of the Acquiree dated at or about the Closing Date; (vii) certified resolutions from the Secretary of the Acquiree dated at or about the Closing Date authorizing the transactions contemplated under this Agreement; (viii) an Employment Agreement described in Exhibit "A" signed by ▇▇▇▇▇ ▇. ▇▇▇▇ and Acquiree; (ix) an Employment Agreement described in Exhibit "B" signed by ▇▇▇▇▇ ▇▇▇▇ and Acquiree; (x) an Employment Agreement described in Exhibit "C") signed by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and Acquiree; (xi) an Employment Agreement in the form of Exhibit "D" signed by ▇▇▇▇▇ ▇▇▇▇ and Acquiree; (xii) an Employment Agreement described in Exhibit "E" signed by ▇▇▇▇▇ ▇▇▇▇ and Acquiree; (xiii) an Escrow Agreement described in Exhibit "F" signed by ▇▇▇▇▇ ▇. ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇; (xiv) resignations of all Liensofficers and directors of Acquiree; (xv) such documents as may be needed to accomplish the Closing under the corporate laws of the states of incorporation of RCM and Acquiree; (xvi) such other instruments, accompanied documents and certificates, if any, as are required to be delivered pursuant to the provisions of this Agreement or that may be reasonably requested in furtherance of the provisions of this Agreement; (xvii) an opinion of counsel for Acquiree and Acquiree Shareholders in the form attached hereto as Exhibit "G"; (xviii) any document associated with the transactions contemplated by Section 5.12 of this Agreement; (xix) evidence satisfactory to counsel for RCM that all agreements affecting the transferability of the stock powers duly executed in blank of Acquiree or duly executed the rights and sufficient instruments duties of transfer and bearing the Acquiree Shareholders or accompanied the employment by all requisite stock transfer tax stampsAcquiree of the Acquiree Shareholders have been terminated; (b) Purchaser shall deliver to Seller duly executed counterparts of the Transition Services Agreement, the MLOA Reinsurance Agreement, the MLOA Trust Agreement and the Administrative Services Agreement; (c) Except as set forth in Section 7.2 or Section 7.3, Parent and Seller shall RCM will deliver or cause to be delivered to Purchaser duly executed counterparts the Acquiree and the Acquiree Shareholders: (i) the cash portion of the Transition Services Agreement, Purchase Consideration in the MLOA Reinsurance Agreement, the MLOA Trust Agreement, the Administrative Services Agreement, the Retrocession Agreement, the Amended Arrangements (duly executed by each party thereto) and all documents, agreements and instruments amount of $3,125,000 delivered pursuant to which Section 2.2 hereof plus the Pre-Closing Transactions are effected (duly executed by each party thereto)actual cash balance of Acquiree pursuant to Section 2.3 hereof; (dii) Except a certificate of RCM's Secretary to the effect that all representations and warranties made by RCM under this Agreement are true and correct as set forth of the Closing Date as though originally given to the Acquiree and the Acquiree Shareholders on said date; (iii) certificate from the Secretary of State of Nevada dated at or about the Closing Date that RCM is in Section 7.2, Section 7.3, Section 8.2 good standing under the laws of said state; (iv) certified resolution of the Secretary of RCM dated at or Section 8.3, Parent, Seller and Purchaser shall, or shall cause their respective Affiliates to, execute and deliver such other agreements, instruments or documents as are necessary or appropriate to give effect to about the Closing Date authorizing the transactions contemplated under this Agreement; (v) an opinion of counsel for RCM in the form attached hereto as Exhibit "H"; (vi) an Employment Agreement described in Exhibit "A" signed by this ▇▇▇▇▇ ▇. ▇▇▇▇ and Acquiree; (vii) an Employment Agreement described in Exhibit "B" signed by ▇▇▇▇▇ ▇▇▇▇ and Acquiree; (viii) an Employment Agreement described in Exhibit "C" signed by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and Acquiree; (ix) an Employment Agreement described in Exhibit "D" signed by ▇▇▇▇▇ ▇▇▇▇ and Acquiree; (x) an Employment Agreement described in Exhibit "E" signed by ▇▇▇▇▇ ▇▇▇▇ and Acquiree; (xi) an Escrow Agreement described in Exhibit "F: signed by RCM; (xii) such documents as may be needed to accomplish the Ancillary AgreementsClosing under the corporate laws of the state of incorporation of RCM and Acquiree; and (exiii) Purchaser shall pay to Sellersuch other instruments, by wire transfer of immediately available funds to an account or accounts designated by Seller at least 2 Business Days prior to the Closing Date, an amount of cash equal to the Purchase Price plus (i) the amountdocuments and certificates, if any, by which Estimated Closing Date Value exceeds Target Closing Date Value or minus (ii) as are required to be delivered pursuant to the amount, if any, by which Target Closing Date Value exceeds Estimated Closing Date Value. Purchaser shall pay the Ceding Commission to MLOA as set forth in the MLOA Reinsurance provisions of this Agreement, subject to adjustment as set forth thereinor that may be reasonably requested in furtherance of the provisions of this Agreement.

Transactions at Closing. Upon the terms and subject to the conditions and limitations set forth in this Agreement, at At the Closing, the following transactions shall take place simultaneously and no transaction shall be deemed to have been completed or any document delivered until all such transactions have been completed and all required documents delivered: (a) Seller CTI shall deliverdeliver the following documents and take the following actions: (i) Validly executed stock certificates corresponding to the CTI Exchange Shares issued in the name of the Sellers in the amounts set forth in Schedule I; (ii) Validly executed warrant agreements issued in the name of the Sellers and in the amounts and terms set forth in Schedule II; (iii) Instructions directing its transfer agent to register the allotment of the CTI Exchange Shares to the Sellers and to reserve for issuance the shares of Common Stock underlying the DCE Warrants, in the stockholders ledger of CTI; (iv) True copies of all consents and waivers obtained by CTI, in accordance with the provisions of Section 7.1 below; (v) Certificate of good standing from the Secretary of State of the State of Nevada, dated at or about the Closing Date, to the effect that CTI is in good standing under the laws of said state; (vi) Certified copy of the Certificate of Incorporation of CTI, as certified by the Secretary of State of the State of Nevada at or about the Closing Date; (vii) Secretary's certificate duly executed by CTI's secretary attaching and attesting to the accuracy of: (a) the bylaws of CTI, (b) the resolutions of CTI's board of directors hereto issuing and allotting the CTI Series B Preferred Shares to the Sellers subject to the provisions hereof, approving a change of name to EQCO2, Inc., approving an increase in the authorized capital of CTI to five billion (5,000,000,000) shares, approving an amendment to the Certificate of Designation for the CTI Series B Preferred Shares to provide for super-voting control of the common shares and reducing the number of Series B Shares to one million (1,000,000), to approve a one-for-five forward split of CTI’s common stock, approving the issuance of 500,000 Series B Preferred Shares to Crown in exchange for Crown returning 40,619,819 of its CTI Common Shares and to conform to this Agreement, authorizing the filing of an Information Statement with the SEC to approve the name change and increase in capital, and Parent shall cause Seller to deliverapproving the transactions contemplated hereby, to Purchaser certificates representing including the Exchange, appointing the designees of DCE as directors of CTI, and (c) an incumbency certificate signed by all of the Shares, free and clear executive officers of all Liens, accompanied by stock powers CTI dated at or about the Closing Date; (viii) An officer's certificate duly executed by CTI's chief executive officer to the effect that the conditions set forth in blank or duly executed Section 7.1(a) below have been satisfied, dated as of the date of the Closing; (ix) Resignation and sufficient release letters in the form attached hereto as Exhibit B hereto from certain of the current officers and directors of CTI who are not serving in those capacities post-Exchange; (x) All corporate books and records of CTI; (xi) Such other documents and instruments as DCE may reasonably request; (xii) A draft of transfer the Information Statement substantially in the form attached hereto as Exhibit C hereto; and (xiii) The Board of Directors of CTI shall consist of ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, who shall also be Chairman of the Board, and bearing or accompanied by all requisite stock transfer tax stamps;▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇. The officers of CTI shall be ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ as CEO, ▇▇▇▇▇▇ ▇▇▇▇▇▇ as CFO, and ▇▇▇▇▇▇ ▇▇▇▇▇ as Secretary. It is the intention of the parties that the holders of the CTI Series B Preferred Shares at Closing shall vote as a group with each group (namely, the DCE Group and the Crown Equity Group) appointing two director designees, with the Board of Directors set as four (4) until such time as the parties mutually agree to modify their agreement. The parties agree to execute such other further agreements and consents as necessarily to put into effect this section. (b) Purchaser shall deliver to Seller duly executed counterparts of the Transition Services Agreement, the MLOA Reinsurance Agreement, the MLOA Trust Agreement and the Administrative Services Agreement; (c) Except as set forth in Section 7.2 or Section 7.3, Parent and Seller DCE shall deliver or cause to be delivered the following documents and/or shall take the following actions: (i) DCE shall deliver to Purchaser duly executed counterparts CTI share certificates in the name of CTI in respect of all DCE Shares and shall register DCE Shares in the name of CTI in the shareholders register of DCE; (ii) Certificate of good standing from the Secretary of State of the Transition Services AgreementState of Nevada, dated at or about the MLOA Reinsurance AgreementClosing Date, to the MLOA Trust Agreementeffect that DCE is in good standing under the laws of said state; (iii) Certified copy of the Certificate of Incorporation of DCE, as amended to date certified by the Administrative Services Agreement, Secretary of State of the Retrocession Agreement, State of Nevada at or about the Amended Arrangements Closing Date; (iv) Secretary's certificate duly executed by each party theretoDCE's secretary attaching and attesting to the accuracy of: (a) the bylaws of DCE, (b) the resolutions of DCE's board of directors, approving the transactions contemplated hereby, including the Exchange, and (c) an incumbency certificate signed by all documents, agreements and instruments pursuant to which of the Pre-executive officers of DCE dated at or about the Closing Transactions are effected Date; (v) An officer's certificate duly executed by each party thereto); (d) Except as DCE's chief executive officer of DCE to the effect that the conditions set forth in Section 7.27.2(a) below have been satisfied, dated as of the date of the Closing; (vi) True copies of all consents and waivers obtained by DCE, in accordance with the provisions of Section 7.37.1 below; (vii) Originally executed letters of acceptance for DCE directors being elected to the Board and for those officers being appointed officers of CTI; (viii) Copies of all corporate books and records of DCE, Section 8.2 or Section 8.3including a complete listing of shareholders and warrantholders and financial records. (c) The Sellers shall deliver the following documents: (i) to CTI, Parentduly executed share assignments in the form attached hereto as Exhibit E effecting the immediate and unconditional sale, Seller assignment and Purchaser shallirrevocable transfer of DCE Securities to CTI, free and clear of any liens, or shall cause their respective Affiliates toany other third party rights of any kind and nature, execute and deliver such other agreementswhether voluntarily incurred or arising by operation of law along with the completely executed Investor Questionnaire, instruments or documents substantially in the form attached hereto as are necessary or appropriate Schedule III; (ii) to give effect to the transactions contemplated by this Agreement and the Ancillary AgreementsDCE, as agent for CTI, all share certificates in respect of DCE Shares; and (eiii) Purchaser shall pay to SellerDCE, by wire transfer as agent for CTI, all warrant agreements issued in respect of immediately available funds to an account or accounts designated by Seller at least 2 Business Days prior to the Closing Date, an amount of cash equal to the Purchase Price plus (i) the amount, if any, by which Estimated Closing Date Value exceeds Target Closing Date Value or minus (ii) the amount, if any, by which Target Closing Date Value exceeds Estimated Closing Date Value. Purchaser shall pay the Ceding Commission to MLOA as set forth in the MLOA Reinsurance Agreement, subject to adjustment as set forth thereinDCE Warrants.

Transactions at Closing. Upon the terms and subject At least one (1) Business Day prior to the conditions and limitations set forth in this Agreement, at the ClosingClosing Date: (a) Seller shall deliver, and Parent shall cause Seller to deliver, to Purchaser certificates representing all the Shares, free and clear of all Liens, accompanied by stock powers duly executed in blank or duly executed and sufficient instruments of transfer and bearing or accompanied by all requisite stock transfer tax stamps; (b) Purchaser shall deliver to Seller duly executed counterparts of the Transition Services Agreement, the MLOA Reinsurance Agreement, the MLOA Trust Agreement and the Administrative Services Agreement; (c) Except as set forth in Section 7.2 or Section 7.3, Parent and Seller shall deliver or cause to be delivered to Purchaser Escrow Holder the following documents (collectively, the “Conveyance Documents”) duly executed and acknowledged where appropriate: (i) A limited warranty deed (the “Deed”) conveying the Real Property and the Improvements, subject to the Permitted Exceptions, in the form attached hereto as Exhibit E; (ii) B▇▇▇ of Sale in the form set forth on Exhibit B attached hereto, conveying the Personal Property to Purchaser; (iii) Two counterparts of the Transition Services Assignment and Assumption Agreement (the “Assignment”) in the form set forth on Exhibit C attached hereto, conveying all interest of Seller as landlord in and to the Leases pertaining to the Real Property and Improvements as more specifically set forth on Schedule B to the Assignment and Assumption Agreement; and in and to any equipment leases, commission agreements and service contracts, as set forth on Schedules C, D and E, respectively, to the MLOA Reinsurance Assignment and Assumption Agreement; (iv) Certificate of non-foreign status in the form set forth on Exhibit D attached hereto, to confirm that Purchaser is not required to withhold part of the MLOA Trust AgreementPurchase Price pursuant to Section 1445 of the Internal Revenue Code of 1986, as amended; (v) Original executed copies of all Leases; provided, however, that the Administrative Services Agreementoriginal Leases shall be held at the Property for delivery to the Purchaser incident to the Closing; (vi) Information required by the Title Company to comply with the real estate reporting requirements set forth in Section 6045(e) of the Internal Revenue Code of 1986, as amended; (vii) Certificate confirming that the Retrocession Agreementrepresentations and warranties of Seller under this Agreement remain true and correct in the form attached hereto as Exhibit G; (viii) Evidence as to the authority of the person or persons executing documents on behalf of the Seller reasonably acceptable to Purchaser and the Title Company; (ix) The Service Contracts which survive Closing, as provided in Section 9.5 below, together with such leasing and property files and records pertaining to day-to-day operation, leasing and maintenance of the Amended Arrangements Property, to the extent such files and records are in the possession of Seller or Seller’s building manager; provided, however, that such documentation shall be held at the Property for delivery to the Purchaser incident to the Closing, and provided, further, that proprietary information of Seller not relevant to the ownership or operation of the Property shall not be included. Until the earlier to occur of (i) the sale of the Property by Purchaser, or (ii) the expiration of a period of three (3) years after the Closing, Purchaser shall allow Seller and its agents and representatives reasonable access without charge but without cost to Purchaser to all files, records and documents delivered to Purchaser at the Closing upon reasonable advance notice and at all reasonable times, to examine and make copies of any and all such files, records and documents, which right shall survive the Closing; (x) Affidavits as may be customarily and reasonably required by the Title Company, in form reasonably acceptable to Seller; (xi) Closing Statement acceptable to Seller; (xii) An updated Rent Roll in the same form as set forth as Schedule 4, certified by Seller as correct and complete as of the date of delivery thereof; (xiii) keys to all locks on the Real Property and Improvements in Seller’s or Seller’s building manager’s possession; and (xiv) Such other documents as may be reasonably necessary and appropriate to complete the Closing of the transaction contemplated herein. (b) Purchaser shall deliver to Escrow Holder the following: (i) The Purchase Price as adjusted in Section 2.3 above, and as further adjusted to reflect the Purchaser’s share of closing costs, and any fees as more particularly set forth in Section 4.3 below; (ii) Two counterparts of a duly executed by each party theretoand acknowledged Assignment (as described in Section 4.2(a)(iii) and all documents, agreements and instruments pursuant to which the Pre-Closing Transactions are effected (duly executed by each party theretoabove); (diii) Except as Information required by the Title Company to comply with the real estate reporting requirements set forth in Section 7.26045(i) of the Internal Revenue Code of 1986, Section 7.3as amended; (iv) Evidence of the authority of the person or persons executing documents on behalf of Purchaser reasonably acceptable to Seller and the Title Company; (v) Certificate confirming that the representations and warranties of Purchaser under this Agreement remain true and correct in the form attached hereto as Exhibit H; (vi) Closing Statement acceptable to Purchaser; (vii) Affidavits as may be customarily and reasonably required by the Title Company, Section 8.2 or Section 8.3in form reasonably acceptable to Purchaser; and (viii) Such other documents as may be reasonably necessary and appropriate to complete the Closing of the transaction contemplated herein. (c) Seller and Purchaser shall execute a tenant notification letter to all tenants under the Leases (the “Tenant Notification Letter”) in the form attached hereto as Exhibit F, Parent, Seller and Purchaser shall, or shall within forty-eight (48) hours following the Closing, cause their respective Affiliates to, execute and deliver the Tenant Notification Letter to be delivered to such other agreements, instruments or documents as are necessary or appropriate to give effect to the transactions contemplated by this Agreement and the Ancillary Agreements; and (e) Purchaser shall pay to Seller, by wire transfer of immediately available funds to an account or accounts designated by Seller at least 2 Business Days prior to the Closing Date, an amount of cash equal to the Purchase Price plus (i) the amount, if any, by which Estimated Closing Date Value exceeds Target Closing Date Value or minus (ii) the amount, if any, by which Target Closing Date Value exceeds Estimated Closing Date Value. Purchaser shall pay the Ceding Commission to MLOA as set forth in the MLOA Reinsurance Agreement, subject to adjustment as set forth thereintenants.

Transactions at Closing. Upon the terms and subject At least one (1) Business Day prior to the conditions and limitations set forth in this Agreement, at the ClosingClosing Date: (a) Seller shall deliver, and Parent shall cause Seller to deliver, to Purchaser certificates representing all the Shares, free and clear of all Liens, accompanied by stock powers duly executed in blank or duly executed and sufficient instruments of transfer and bearing or accompanied by all requisite stock transfer tax stamps; (b) Purchaser shall deliver to Seller duly executed counterparts of the Transition Services Agreement, the MLOA Reinsurance Agreement, the MLOA Trust Agreement and the Administrative Services Agreement; (c) Except as set forth in Section 7.2 or Section 7.3, Parent and Seller shall deliver or cause to be delivered to Purchaser Escrow Holder the following documents (collectively, the “Conveyance Documents”) duly executed and acknowledged where appropriate: (i) A special warranty deed (the “Deed”) conveying the Real Property and the Improvements, subject to the Permitted Exceptions, in the form attached hereto as Exhibit E; (ii) ▇▇▇▇ of Sale in the form set forth on Exhibit B attached hereto, conveying the Personal Property to Purchaser; (iii) Two counterparts of the Transition Services Assignment and Assumption Agreement (the “Assignment”) in the form set forth on Exhibit C attached hereto, conveying all interest of Seller as landlord in and to the Leases pertaining to the Real Property and Improvements as more specifically set forth on Schedule B to the Assignment and Assumption Agreement; and in and to any equipment leases, commission agreements and service contracts, as set forth on Schedules C, D and E, respectively, to the MLOA Reinsurance Assignment and Assumption Agreement; (iv) Certificate of non-foreign status in the form set forth on Exhibit D attached hereto, to confirm that Purchaser is not required to withhold part of the MLOA Trust AgreementPurchase Price pursuant to Section 1445 of the Internal Revenue Code of 1986, as amended; (v) Original executed copies of all Leases; provided, however, that the Administrative Services Agreementoriginal Leases shall be held at the Property for delivery to the Purchaser incident to the Closing; (vi) Information required by the Title Company to comply with the real estate reporting requirements set forth in Section 6045(e) of the Internal Revenue Code of 1986, as amended; (vii) Certificate confirming that the Retrocession Agreementrepresentations and warranties of Seller under this Agreement remain true and correct in the form attached hereto as Exhibit G; (viii) Evidence as to the authority of the person or persons executing documents on behalf of the Seller reasonably acceptable to Purchaser and the Title Company; (ix) The Service Contracts which survive Closing, as provided in Section 9.5 below, together with such leasing and property files and records pertaining to day-to-day operation, leasing and maintenance of the Amended Arrangements Property, to the extent such files and records are in the possession of Seller or Seller’s building manager; provided, however, that such documentation shall be held at the Property for delivery to the Purchaser incident to the Closing, and provided, further, that proprietary information of Seller not relevant to the ownership or operation of the Property shall not be included. Until the earlier to occur of (duly i) the sale of the Property by Purchaser, or (ii) the expiration of a period of three (3) years after the Closing, Purchaser shall allow Seller and its agents and representatives reasonable access without charge but without cost to Purchaser to all files, records and documents delivered to Purchaser at the Closing upon reasonable advance notice and at all reasonable times, to examine and make copies of any and all such files, records and documents, which right shall survive the Closing; (x) Affidavits as may be customarily and reasonably required by the Title Company, in form reasonably acceptable to Seller; (xi) Closing Statement acceptable to Seller; (xii) An updated Rent Roll in the same form as set forth as Schedule 4, certified by Seller as correct and complete as of the date of delivery thereof; (xiii) An estoppel certificate, executed by each party theretoMarathon Oil. which (i) shall be dated no earlier than December 1, 2005, and all documents(ii) shall be substantially in the form of Exhibit I attached hereto (or if such tenant declines to execute such form, agreements and instruments pursuant to which then in the Pre-Closing Transactions are effected (duly executed by each party theretoform required under such tenant’s Lease); (dxiv) Except keys to all locks on the Real Property and Improvements in Seller’s or Seller’s building manager’s possession; and (xv) Such other documents as may be reasonably necessary and appropriate to complete the Closing of the transaction contemplated herein. (b) Purchaser shall deliver to Escrow Holder the following: (i) The Purchase Price as adjusted in Section 2.3 above, and as further adjusted to reflect the Purchaser’s share of closing costs, and any fees as more particularly set forth in Section 7.24.3 below; (ii) Two counterparts of a duly executed and acknowledged Assignment (as described in Section 4.2(a)(iii) above); (iii) Information required by the Title Company to comply with the real estate reporting requirements set forth in Section 6045(i) of the Internal Revenue Code of 1986, Section 7.3as amended; (iv) Evidence of the authority of the person or persons executing documents on behalf of Purchaser reasonably acceptable to Seller and the Title Company; (v) Certificate confirming that the representations and warranties of Purchaser under this Agreement remain true and correct in the form attached hereto as Exhibit H; (vi) Closing Statement acceptable to Purchaser; (vii) Affidavits as may be customarily and reasonably required by the Title Company, Section 8.2 or Section 8.3in form reasonably acceptable to Purchaser; and (viii) Such other documents as may be reasonably necessary and appropriate to complete the Closing of the transaction contemplated herein. (c) Seller and Purchaser shall execute a tenant notification letter to all tenants under the Leases (the “Tenant Notification Letter”) in the form attached hereto as Exhibit F, Parent, Seller and Purchaser shall, or shall within forty-eight (48) hours following the Closing, cause their respective Affiliates to, execute and deliver the Tenant Notification Letter to be delivered to such other agreements, instruments or documents as are necessary or appropriate to give effect to the transactions contemplated by this Agreement and the Ancillary Agreements; and (e) Purchaser shall pay to Seller, by wire transfer of immediately available funds to an account or accounts designated by Seller at least 2 Business Days prior to the Closing Date, an amount of cash equal to the Purchase Price plus (i) the amount, if any, by which Estimated Closing Date Value exceeds Target Closing Date Value or minus (ii) the amount, if any, by which Target Closing Date Value exceeds Estimated Closing Date Value. Purchaser shall pay the Ceding Commission to MLOA as set forth in the MLOA Reinsurance Agreement, subject to adjustment as set forth thereintenants.

Transactions at Closing. Upon the terms and subject One (1) Business Day prior to the conditions and limitations set forth in this Agreement, at the ClosingClosing Date: (a) Seller shall deliver, and Parent shall cause Seller to deliver, to Purchaser certificates representing all the Shares, free and clear of all Liens, accompanied by stock powers duly executed in blank or duly executed and sufficient instruments of transfer and bearing or accompanied by all requisite stock transfer tax stamps; (b) Purchaser shall deliver to Seller duly executed counterparts of the Transition Services Agreement, the MLOA Reinsurance Agreement, the MLOA Trust Agreement and the Administrative Services Agreement; (c) Except as set forth in Section 7.2 or Section 7.3, Parent and Seller shall deliver or cause to be delivered to Purchaser Escrow Holder the following documents (collectively, the "Conveyance Documents") duly executed and acknowledged where appropriate: (i) A limited warranty deed (the "Deed") conveying the Real Property and the Improvements, subject to the Permitted Exceptions, in the form attached hereto as Exhibit F; (ii) Bill of Sale in the form se▇ ▇▇rth on Exhibit B attached hereto, conveying the Personal Property to Purchaser; (iii) Two counterparts of the Transition Services Assignment and Assumption Agreement (the "Assignment") in the form set forth on Exhibit C attached hereto, conveying all interest of Seller as landlord in and to the Leases pertaining to the Real Property and Improvements as more specifically set forth on Schedule B to the Assignment and Assumption Agreement; and in and to any equipment leases, commission agreements and service contracts, as set forth on Schedules C, D and E, respectively, to the MLOA Reinsurance Assignment and Assumption Agreement; (iv) Certificate of non-foreign status in the form set forth on Exhibit D attached hereto, to confirm that Purchaser is not required to withhold part of the MLOA Trust AgreementPurchase Price pursuant to Section 1445 of the Internal Revenue Code of 1986, as amended; (v) Original executed copies of all Leases; provided, however, that the Administrative Services Agreementoriginal Leases shall be held at the Property for delivery to the Purchaser incident to the Closing; (vi) Information required by the Title Company to comply with the real estate reporting requirements set forth in Section 6045(e) of the Internal Revenue Code of 1986, as amended; (vii) Certificate confirming that the Retrocession Agreementrepresentations and warranties of Seller under this Agreement remain true and correct in the form attached hereto as Exhibit J; (viii) Evidence as to the authority of the person or persons executing documents on behalf of the Seller reasonably acceptable to Purchaser and the Title Company; (ix) The Service Contracts which survive Closing, as provided in Section 9.5 below, together with such leasing and property files and records pertaining to day-to-day operation, leasing and maintenance of the Amended Arrangements Property, to the extent such files and records are in the possession of Seller; provided, however, that such documentation shall be held at the Property for delivery to the Purchaser incident to the Closing, and provided, further, that proprietary information of Seller not relevant to the ownership or operation of the Property shall not be included. Until the earlier to occur of (i) the sale of the Property by Purchaser, or (ii) the expiration of a period of three (3) years after the Closing, Purchaser shall allow Seller and its agents and representatives access without charge to all files, records and documents delivered to Purchaser at the Closing upon reasonable advance notice and at all reasonable times, to examine and make copies of any and all such files, records and documents, which right shall survive the Closing; (x) Affidavits as may be customarily and reasonably required by the Title Company, in form reasonably acceptable to Seller; (xi) Closing Statement acceptable to Seller; (xii) An updated Rent Roll in the same form as set forth as Exhibit L, certified by Seller as correct and complete as of the date of delivery thereof; (xiii) The Verizon Waiver Notice (defined below), subject, however, to Section 5.1 below; and Such other documents as may be reasonably necessary and appropriate to complete the Closing of the transaction contemplated herein. (b) Purchaser shall deliver to Escrow Holder the following: (i) The Purchase Price as adjusted in Section 2.3 above, and as further adjusted to reflect the Purchaser's share of closing costs, and any fees as more particularly set forth in Section 4.3 below; (ii) Two counterparts of a duly executed by each party theretoand acknowledged Assignment (as described in Section 4.2(a)(iii) and all documents, agreements and instruments pursuant to which the Pre-Closing Transactions are effected (duly executed by each party theretoabove); (diii) Except as Information required by the Title Company to comply with the real estate reporting requirements set forth in Section 7.26045(i) of the Internal Revenue Code of 1986, Section 7.3as amended; (iv) Evidence of the authority of the person or persons executing documents on behalf of Purchaser reasonably acceptable to Seller and the Title Company; (v) Certificate confirming that the representations and warranties of Purchaser under this Agreement remain true and correct in the form attached hereto as Exhibit K; (vi) Closing Statement acceptable to Purchaser; (vii) Affidavits as may be customarily and reasonably required by the Title Company, Section 8.2 or Section 8.3in form reasonably acceptable to Purchaser; and (viii) Such other documents as may be reasonably necessary and appropriate to complete the Closing of the transaction contemplated herein. (c) Seller and Purchaser shall execute a tenant notification letter to all tenants under the Leases (the "Tenant Notification Letter") in the form attached hereto as Exhibit G, Parent, Seller and Purchaser shall, or shall within forty-eight (48) hours following the Closing, cause their respective Affiliates to, execute and deliver the Tenant Notification Letter to be delivered to such other agreements, instruments or documents as are necessary or appropriate to give effect to the transactions contemplated by this Agreement and the Ancillary Agreements; and (e) Purchaser shall pay to Seller, by wire transfer of immediately available funds to an account or accounts designated by Seller at least 2 Business Days prior to the Closing Date, an amount of cash equal to the Purchase Price plus (i) the amount, if any, by which Estimated Closing Date Value exceeds Target Closing Date Value or minus (ii) the amount, if any, by which Target Closing Date Value exceeds Estimated Closing Date Value. Purchaser shall pay the Ceding Commission to MLOA as set forth in the MLOA Reinsurance Agreement, subject to adjustment as set forth thereintenants.

Transactions at Closing. Upon the terms and subject to the conditions and limitations set forth in this Agreement, (a) The following deliveries shall be made at the Closing: (ai) Seller shall deliver, and Parent shall cause Seller to deliver, to Purchaser certificates representing all the Shares, free and clear of all Liens, accompanied by stock powers duly executed in blank or duly executed and sufficient instruments of transfer and bearing or accompanied by all requisite stock transfer tax stamps; (b) Purchaser shall deliver to Seller duly executed counterparts of the Transition Services Agreement, the MLOA Reinsurance Agreement, the MLOA Trust Agreement and the Administrative Services Agreement; (c) Except as set forth in Section 7.2 or Section 7.3, Parent and Seller The Company shall deliver or cause to be delivered to Purchaser duly executed counterparts Medirisk Certificates of Good Standing of the Transition Services AgreementCompany, as of the MLOA Reinsurance Agreementmost recent practicable date, the MLOA Trust Agreement, the Administrative Services Agreement, the Retrocession Agreement, the Amended Arrangements (duly executed as contemplated by each party thereto) and all documents, agreements and instruments pursuant to which the Pre-Closing Transactions are effected (duly executed by each party thereto)Section 5.5; (dii) Except As contemplated by Section 4.1, Medirisk, Merger Sub and each of the Affiliated Shareholders shall execute and deliver to each other the Covenants Not to Compete; (iii) As contemplated by Section 4.2, Merger Sub and each of Lieb▇▇▇▇▇, ▇▇va▇▇▇ ▇▇▇ Mull▇▇ ▇▇▇ll execute and deliver to each other their Employment Agreements; (iv) As contemplated by Section 4.3, each of the Shareholders receiving Medirisk Common Stock shall execute and deliver to Medirisk an Investment Letter; (v) Counsel for the Company shall have delivered to Medirisk the form of opinion attached hereto as EXHIBIT 5.7; (vi) Counsel for Medirisk shall have delivered to the Shareholders' Representative, on behalf of the Shareholders, the form of opinion attached hereto as EXHIBIT 6.3; and (vii) Medirisk, the Shareholders' Representative and the Escrow Agent shall have mutually executed and delivered to each other the Stock Exchange Agent Agreement and the Escrow Agreement. (viii) A duly authorized office of the Company shall execute and deliver the certificate contemplated by Section 5.1 hereof. (ix) Duly authorized officers of Medirisk and Merger sub, respectively, shall execute and deliver the certificates contemplated by Section 6.1 hereof. (i) At Closing, Medirisk shall cause Merger Sub to disburse the Cash Consideration as set forth in SCHEDULE 1.5 attached hereto. (ii) As soon as practicable after Closing once all the items referred to in Section 7.27.2(a) have been delivered to Medirisk, Section 7.3, Section 8.2 or Section 8.3, Parent, Seller and Purchaser shall, or Medirisk shall cause their respective Affiliates to, execute and its transfer agent to deliver such other agreements, instruments or documents as are necessary or appropriate to give effect Medirisk Common Stock to the transactions contemplated by this Agreement Shareholders, allocated as set forth on SCHEDULE 1.5 under the heading "Allocation of Cash and Medirisk Common Stock Deliverable to Shareholders;" provided, however, that with respect to each of the Ancillary Agreements; and (e) Purchaser Shareholders scheduled to receive Medirisk Common Stock who actually have been issued share certificates in Company Stock, no Medirisk Common Stock shall pay be deliverable to Seller, by wire transfer of immediately available funds to an account or accounts designated by Seller at least 2 Business Days prior to the Closing Date, an amount of cash equal to the Purchase Price plus such Shareholder unless and until (i) the amountExchange Agent is in receipt of all items and information necessary to issue certificates for Medirisk Common Stock, if anysuch as, certificates for the Company Stock formerly representing their shares of Company Stock, duly endorsed for transfer or accompanied by which Estimated Closing Date Value exceeds Target Closing Date Value blank stock powers or minus equivalent letter of transmittal, and the full name, address and Social Security or Federal Employer Identification Numbers of such Shareholder, and (ii) the amount, if any, by which Target Closing Date Value exceeds Estimated Closing Date Value. Purchaser shall pay Exchange Agent has notified Medirisk of its receipt of such items in accordance with the Ceding Commission to MLOA as set forth in terms of the MLOA Reinsurance Stock Exchange Agent Agreement, subject to adjustment as set forth therein.

Transactions at Closing. Upon On the terms and subject Closing Date, the following transactions shall occur, all of such transactions being deemed to the conditions and limitations set forth in this Agreement, at the Closingoccur simultaneously: (a) Seller shall the Acquiree and the Acquiree Shareholders will deliver, and Parent shall or cause Seller to deliverbe delivered, to Purchaser RCM the following: (i) stock certificates representing all the SharesAcquiree Shares being surrendered hereunder, free and clear of all Liens, accompanied by duly endorsed with stock powers duly executed attached in blank or duly executed and sufficient instruments of transfer and bearing or accompanied by all requisite stock transfer tax stampsblank; (bii) Purchaser shall deliver to Seller duly executed counterparts all corporate records of the Transition Services AgreementAcquiree, including without limitation corporate minute books (which shall contain copies of the MLOA Reinsurance AgreementArticles of Incorporation and Bylaws, as amended to the MLOA Trust Agreement Closing Date), stock books, stock transfer books, corporate seals; and such other corporate books and records as may reasonably be requested by RCM and its counsel; (iii) a certificate executed by the Acquiree and the Administrative Services Acquiree Shareholders to the effect that all representations and warranties made by the Acquiree and the Acquiree Shareholders under this Agreement are true and correct as of the Closing Date, as though originally given to RCM on said date; 33 (iv) a certificate of good standing for the Acquiree from the Secretary of the State of California, dated at or about the Closing Date, to the effect that such corporation is in good standing under the laws of such state; (v) an incumbency certificate for the Acquiree signed by all of the officers thereof dated at or about the Closing Date; (vi) certified Articles of Incorporation of the Acquiree dated at or about the Closing Date and a copy of the Bylaws of the Acquiree certified by the Secretary of the Acquiree dated at or about the Closing Date; (vii) certified resolutions from the Secretary of the Acquiree dated at or about the Closing Date authorizing the transactions contemplated under this Agreement; (cviii) Except as set forth an Employment Agreement described in Section 7.2 or Section 7.3, Parent Exhibit "A" signed by ▇▇▇ ▇▇▇▇▇▇▇ and Seller shall deliver or cause to be delivered to Purchaser duly executed counterparts of the Transition Services Agreement, the MLOA Reinsurance Agreement, the MLOA Trust Agreement, the Administrative Services Agreement, the Retrocession Agreement, the Amended Arrangements (duly executed by each party thereto) and all documents, agreements and instruments pursuant to which the Pre-Closing Transactions are effected (duly executed by each party thereto)Acquiree; (dix) Except an Employment Agreement described in Exhibit "B) signed by ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and Acquiree; (x) resignations of all officers and directors of Acquiree; (xi) evidence satisfactory to RCM of the termination of the Agreements described in Schedule 3.26 hereof. (xii) such documents as set forth in Section 7.2, Section 7.3, Section 8.2 or Section 8.3, Parent, Seller may be needed to accomplish the Closing under the corporate laws of the states of incorporation of RCM and Purchaser shall, or shall cause their respective Affiliates to, execute and deliver Acquiree; (xiii) such other agreementsinstruments, instruments or documents as are necessary or appropriate to give effect to the transactions contemplated by this Agreement and the Ancillary Agreements; and (e) Purchaser shall pay to Seller, by wire transfer of immediately available funds to an account or accounts designated by Seller at least 2 Business Days prior to the Closing Date, an amount of cash equal to the Purchase Price plus (i) the amountcertificates, if any, by which Estimated Closing Date Value exceeds Target Closing Date Value as are required to be delivered pursuant to the provisions of this Agreement or minus that may be reasonably requested in furtherance of the provisions of this Agreement; (iixiv) the amount, if any, by which Target Closing Date Value exceeds Estimated Closing Date Value. Purchaser shall pay the Ceding Commission to MLOA as set forth an opinion of counsel for Acquiree and Acquiree Shareholders in the MLOA Reinsurance Agreement, subject to adjustment form attached hereto as set forth therein.Exhibit "C"; (xv) any documents associated with the transaction contemplated by Section 3.9(b) hereof;

Transactions at Closing. Upon the terms and subject At least one (1) Business Day prior to the conditions and limitations set forth in this Agreement, at the ClosingClosing Date: (a) Seller shall deliver, and Parent shall cause Seller to deliver, to Purchaser certificates representing all the Shares, free and clear of all Liens, accompanied by stock powers duly executed in blank or duly executed and sufficient instruments of transfer and bearing or accompanied by all requisite stock transfer tax stamps; (b) Purchaser shall deliver to Seller duly executed counterparts of the Transition Services Agreement, the MLOA Reinsurance Agreement, the MLOA Trust Agreement and the Administrative Services Agreement; (c) Except as set forth in Section 7.2 or Section 7.3, Parent and Seller shall deliver or cause to be delivered to Purchaser Escrow Holder the following documents (collectively, the “Conveyance Documents”) duly executed and acknowledged where appropriate: (i) A bargain and sale deed (the “Deed”) conveying the Real Property and the Improvements, subject only to the Permitted Exceptions, in the form attached hereto as Exhibit E; (ii) ▇▇▇▇ of Sale in the form set forth on Exhibit B attached hereto, conveying the Personal Property to Purchaser; (iii) Two counterparts of the Transition Services Assignment and Assumption Agreement (the “Assignment”) in the form set forth on Exhibit C attached hereto, conveying all interest of Seller as landlord in and to the Leases pertaining to the Real Property and Improvements as more specifically set forth on Schedule B to the Assignment and Assumption Agreement; and in and to commission agreements and Service Contracts existing on the Closing Date, as set forth on Schedules C, D and E, respectively, to the Assignment and Assumption Agreement; (iv) Certificate of non-foreign status in the form set forth on Exhibit D attached hereto, to confirm that Purchaser is not required to withhold part of the Purchase Price pursuant to Section 1445 of the Internal Revenue Code of 1986, as amended; (v) Original executed copies of all Leases, or copies of such original leases (certified by Seller to be true, correct, and complete), to the extent the originals are not in Seller’s possession or control; provided, however, that such original Leases or copies thereof, as applicable, shall be held at the Property for delivery to the Purchaser incident to the Closing; (vi) Information required by the Title Company to comply with the real estate reporting requirements set forth in Section 6045(e) of the Internal Revenue Code of 1986, as amended; (vii) Certificate confirming that the representations and warranties of Seller under this Agreement remain true and correct in the form attached hereto as Exhibit G; (viii) Evidence as to the authority of Seller and of the person or persons executing documents on behalf of the Seller reasonably acceptable to Purchaser and the Title Company; (ix) The Service Contracts which survive Closing, as provided in Section 9.5 below, together with such leasing and property files and records pertaining to day-to-day operation, leasing and maintenance of the Property, to the extent such files and records are in the possession or control of Seller or Seller’s building manager; provided, however, that such documentation shall be held at the Property for delivery to the Purchaser incident to the Closing, and provided, further, that proprietary information of Seller not relevant to the ownership or operation of the Property shall not be included. Until the earlier to occur of (i) the sale of the Property by Purchaser, or (ii) the expiration of a period of three (3) years after the Closing, Purchaser shall allow Seller and its agents and representatives reasonable access without charge but without cost to Purchaser to all files, records and documents delivered by Seller to Purchaser at the Closing upon reasonable advance notice and at all reasonable times, to examine and make copies of any and all such files, records and documents, which right shall survive the Closing; (x) Affidavits as may be customarily and reasonably required by the Title Company, in form reasonably acceptable to Seller; (xi) a closing statement acceptable to Seller and Purchaser setting forth the adjustments and prorations to the Purchase Price required by this Agreement, together with the MLOA Reinsurance Agreementclosing costs, and any fees contemplated by this Agreement payable at the MLOA Trust Agreement, Closing (the Administrative Services Agreement, the Retrocession Agreement, the Amended Arrangements (duly executed by each party thereto) and all documents, agreements and instruments pursuant to which the Pre-“Closing Transactions are effected (duly executed by each party theretoStatement”); (dxii) Except An updated Rent Roll in the same form as set forth as Schedule 4, certified by Seller as correct and complete as of the Closing Date; (xiii) keys to all locks on the Real Property and Improvements in Seller’s or Seller’s building manager’s possession; and (xiv) Such other documents as may be reasonably necessary and appropriate to complete the Closing of the transaction contemplated herein. (b) Purchaser shall deliver to Escrow Holder the following: (i) The balance of the Purchase Price as adjusted in Section 2.3 above, and as further adjusted to reflect the Purchaser’s share of closing costs, and any fees as more particularly set forth in Section 7.24.3 below, in the amount reflected by the Closing Statement; (ii) Two counterparts of a duly executed and acknowledged Assignment (as described in Section 7.34.2(a)(iii) above); (iii) Information required by the Title Company to comply with the real estate reporting requirements set forth in Section 6045(i) of the Internal Revenue Code of 1986, Section 8.2 as amended; (iv) Evidence of the authority of the person or Section 8.3persons executing documents on behalf of Purchaser reasonably acceptable to Seller and the Title Company; (v) Certificate confirming that the representations and warranties of Purchaser under this Agreement remain true and correct in the form attached hereto as Exhibit H; (vi) Closing Statement; (vii) Affidavits as may be customarily and reasonably required by the Title Company, Parentin form reasonably acceptable to Purchaser; and (viii) Such other documents as may be reasonably necessary and appropriate to complete the Closing of the transaction contemplated herein. (c) Seller and Purchaser shall execute a tenant notification letter to all tenants under the Leases (the “Tenant Notification Letter”) in the form attached hereto as Exhibit F, Seller and Purchaser shall, or shall within forty-eight (48) hours following the Closing, cause their respective Affiliates to, execute and deliver the Tenant Notification Letter to be delivered to such other agreements, instruments or documents as are necessary or appropriate to give effect to the transactions contemplated by this Agreement and the Ancillary Agreements; and (e) Purchaser shall pay to Seller, by wire transfer of immediately available funds to an account or accounts designated by Seller at least 2 Business Days prior to the Closing Date, an amount of cash equal to the Purchase Price plus (i) the amount, if any, by which Estimated Closing Date Value exceeds Target Closing Date Value or minus (ii) the amount, if any, by which Target Closing Date Value exceeds Estimated Closing Date Value. Purchaser shall pay the Ceding Commission to MLOA as set forth in the MLOA Reinsurance Agreement, subject to adjustment as set forth thereintenants.

Transactions at Closing. Upon the terms and subject One (1) Business Day prior to the conditions and limitations set forth in this Agreement, at the ClosingClosing Date: (a) Seller shall deliver, and Parent shall cause Seller to deliver, to Purchaser certificates representing all the Shares, free and clear of all Liens, accompanied by stock powers duly executed in blank or duly executed and sufficient instruments of transfer and bearing or accompanied by all requisite stock transfer tax stamps; (b) Purchaser shall deliver to Seller duly executed counterparts of the Transition Services Agreement, the MLOA Reinsurance Agreement, the MLOA Trust Agreement and the Administrative Services Agreement; (c) Except as set forth in Section 7.2 or Section 7.3, Parent and Seller shall deliver or cause to be delivered to Purchaser Escrow Holder the following documents (collectively, the “Conveyance Documents”) duly executed and acknowledged where appropriate: (i) A bargain and sale deed with covenants against grantor’s acts (the “Deed”) conveying the Real Property and the Improvements, subject to the Permitted Exceptions, in the form attached hereto as Exhibit E; (ii) ▇▇▇▇ of Sale in the form set forth on Exhibit B attached hereto, conveying the Personal Property to Purchaser; (iii) Two counterparts of the Transition Services Assignment and Assumption Agreement (the “Assignment”) in the form set forth on Exhibit C attached hereto, conveying all interest of Seller as landlord in and to the Leases pertaining to the Real Property and Improvements as more specifically set forth on Schedule B to the Assignment and Assumption Agreement; and in and to any equipment leases, commission agreements and service contracts, as set forth on Schedules C, D and E, respectively, to the Assignment and Assumption Agreement; (iv) Certificate of non-foreign status in the form set forth on Exhibit D attached hereto, to confirm that Purchaser is not required to withhold part of the Purchase Price pursuant to Section 1445 of the Internal Revenue Code of 1986, as amended; (v) Original executed copies of all Leases; provided, however, that the original Leases shall be held at the Property for delivery to the Purchaser incident to the Closing; (vi) Information required by the Title Company to comply with the real estate reporting requirements set forth in Section 6045(e) of the Internal Revenue Code of 1986, as amended; (vii) Certificate confirming that the representations and warranties of Seller under this Agreement remain true and correct in the form attached hereto as Exhibit G; (viii) Evidence as to the authority of the person or persons executing documents on behalf of the Seller reasonably acceptable to Purchaser and the Title Company; (ix) The Service Contracts which survive Closing, as provided in Section 9.5 below, together with such leasing and property files and records pertaining to day-to-day operation, leasing and maintenance of the Property, to the extent such files and records are in the possession of Seller; provided, however, that such documentation shall be held at the Property for delivery to the Purchaser incident to the Closing, and provided, further, that proprietary information of Seller not relevant to the ownership or operation of the Property shall not be included. Until the sale of the Property by Purchaser, Purchaser shall allow Seller and its agents and representatives access without charge to all files, records and documents delivered to Purchaser at the Closing upon reasonable advance notice and at all reasonable times, to examine and make copies of any and all such files, records and documents, which right shall survive the Closing; (x) Affidavits as may be customarily and reasonably required by the Title Company, in form reasonably acceptable to Seller; (xi) Closing Statement acceptable to Seller; (xii) An updated Rent Roll in the same form as set forth as Exhibit I, certified by Seller as correct and complete as of the date of delivery thereof; (xiii) Such other documents as may be reasonably necessary and appropriate to complete the Closing of the transaction contemplated herein; (xiv) Any as-built plans of the Improvements, to the extent such plans are in the possession of Seller; provided, however, that such documentation shall be held at the Property for delivery to the Purchaser incident to the Closing; and (xv) To the extent in the possession of Seller and not previously delivered to Purchaser, the MLOA Reinsurance Agreementoriginal Tenant Estoppel Certificates. (b) Purchaser shall deliver to Escrow Holder the following: (i) The Purchase Price as adjusted in Section 2.3 above, and as further adjusted to reflect the MLOA Trust AgreementPurchaser’s share of closing costs, the Administrative Services Agreement, the Retrocession Agreement, the Amended Arrangements and any fees as more particularly set forth in Section 4.3 below; (ii) Two counterparts of a duly executed by each party theretoand acknowledged Assignment (as described in Section 4.2(a)(iii) and all documents, agreements and instruments pursuant to which the Pre-Closing Transactions are effected (duly executed by each party theretoabove); (diii) Except as Information required by the Title Company to comply with the real estate reporting requirements set forth in Section 7.26045(i) of the Internal Revenue Code of 1986, Section 7.3as amended; (iv) Evidence of the authority of the person or persons executing documents on behalf of Purchaser reasonably acceptable to Seller and the Title Company; (v) Certificate confirming that the representations and warranties of Purchaser under this Agreement remain true and correct in the form attached hereto as Exhibit H; (vi) Closing Statement acceptable to Purchaser; (vii) Affidavits as may be customarily and reasonably required by the Title Company, Section 8.2 or Section 8.3in form reasonably acceptable to Purchaser; and (viii) Such other documents as may be reasonably necessary and appropriate to complete the Closing of the transaction contemplated herein. (c) Seller and Purchaser shall execute a tenant notification letter to all tenants under the Leases (the “Tenant Notification Letter”) in the form attached hereto as Exhibit F, Parent, Seller and Purchaser shall, or shall within forty-eight (48) hours following the Closing, cause their respective Affiliates to, execute and deliver the Tenant Notification Letter to be delivered to such other agreements, instruments or documents as are necessary or appropriate to give effect to the transactions contemplated by this Agreement and the Ancillary Agreements; and (e) Purchaser shall pay to Seller, by wire transfer of immediately available funds to an account or accounts designated by Seller at least 2 Business Days prior to the Closing Date, an amount of cash equal to the Purchase Price plus (i) the amount, if any, by which Estimated Closing Date Value exceeds Target Closing Date Value or minus (ii) the amount, if any, by which Target Closing Date Value exceeds Estimated Closing Date Value. Purchaser shall pay the Ceding Commission to MLOA as set forth in the MLOA Reinsurance Agreement, subject to adjustment as set forth thereintenants.

Transactions at Closing. Upon The following events shall occur on or before the terms and subject to the conditions and limitations set forth in this Agreement, at the ClosingClosing Date: (a) Seller shall deliver, and Parent shall cause Seller to deliver, to Purchaser certificates representing all the Shares, free and clear of all Liens, accompanied by stock powers duly executed in blank or duly executed and sufficient instruments of transfer and bearing or accompanied by all requisite stock transfer tax stamps; (b) Purchaser shall deliver to Seller duly executed counterparts of the Transition Services Agreement, the MLOA Reinsurance Agreement, the MLOA Trust Agreement and the Administrative Services Agreement; (c) Except as set forth in Section 7.2 or Section 7.3, Parent and Seller shall deliver or cause to be delivered to Purchaser Buyer, through escrow or directly to Buyer, the following documents duly executed counterparts and acknowledged where appropriate: (i) a Special Warranty Deed conveying the Land and the Improvements; (ii) a B▇▇▇ of Sale conveying the Transition Services AgreementImprovements, Intangible and Tangible Personal Property, free and clear of all liens other than the MLOA Reinsurance AgreementPermitted Exceptions; (iii) an Assignment of Leases transferring and assigning the Leases, free and clear of all liens other than the MLOA Trust AgreementPermitted Exceptions; (iv) an Assignment of Service Agreements (other than the Rejected Agreements), Equipment Leases, rights under Construction Contract, Civil Engineer Contract, Architect Contract and the Administrative Services AgreementWarranties, Permits and the Retrocession AgreementTrade Name, free and clear of all liens other than the Amended Arrangements Permitted Exceptions; (duly executed by each v) a certificate and affidavit of non-foreign status; (vi) a seller’s affidavit (in form necessary for the issuance of Buyer’s title Policy) to issue its owner’s basic title insurance policy without exception for , party thereto) in possession (other than Leases), mechanics’ liens and all documents, agreements and instruments pursuant to which matters of survey (the Pre-Closing Transactions are effected (duly executed by each party thereto“Title Affidavit”); (dvii) Except as set forth a settlement statement with respect to the Closing duly executed by Seller; (viii) the 1031 Documents, if applicable; (ix) evidence in Section 7.2, Section 7.3, Section 8.2 or Section 8.3, Parent, form and substance reasonably satisfactory to the Escrow Agent that Seller is in good standing and Purchaser shall, or shall cause their respective Affiliates to, execute has the power and deliver authority to consummate the sale of the Property; (x) such other agreements, documents or instruments or documents as are necessary reasonably required by Buyer or appropriate the Escrow Agent in order to give effect to consummate the transactions contemplated by this Agreement, including, but not limited to, the Agreed Cure Items; (xi) any applicable state law disclosure or filings; (xii) a designation agreement designating the party responsible for any Form 1099-S filings as may be required by the Internal Revenue Service’s regulations; (xiii) all documents relating to the Property, including, but not limited to, plans, surveys, warranties, leases, keys, combinations to locks, etc., excluding, however, any appraisals or other economic evaluations of, or projections with respect to, all or any portion of the Property, including, without limitation, development budgets prepared by or on behalf of Seller or any affiliate of Seller, and any documents, materials or information which are subject to attorney/client, work product or similar privilege, which constitute attorney communications with respect to the Property and/or Seller, or which are subject to a confidentiality agreement; (xiv) a bring down certificate stating that all of the representations and warranties of Seller contained this Agreement are true, accurate and complete on and as of the Ancillary AgreementsClosing Date; (xv) such affidavits, disclosures and reports, required of Seller by applicable State and local law in connection with the conveyance of real property; (xvi) a Foreign Investment in Real Property Tax Act affidavit executed by Seller indicating Seller is a U.S. entity. If Seller fails to provide the necessary affidavit(s) and/or other documentation of exemption on the Closing Date, Buyer may proceed with withholding as provided by law; and (exvii) Purchaser shall pay to Selleran updated, by wire transfer of immediately available funds to an account or accounts designated by Seller at least 2 Business Days certified rent roll dated no earlier than five (5) business days prior to the Closing DateClosing. (b) Buyer shall deliver to Escrow Agent the following, an amount of cash equal if the same have not been theretofore delivered by Buyer to the Purchase Price plus Seller: (i) the amount, if any, by which Estimated Closing Date Value exceeds Target Closing Date Value or minus The B▇▇▇ of Sale; (ii) The Assignment of Leases, under which Buyer assumes the amountobligations thereunder to be performed after Closing; (iii) The Assignment of Service Agreements (other than Rejected Agreements), if anyWarranties, by which Target Equipment Leases, Permits and the Trade Name, and Buyer shall assume the obligations under the Service Contracts and Equipment Leases arising from and after the Closing Date Value exceeds Estimated Closing Date Value. Purchaser but shall pay not assume obligations under the Ceding Commission Warranties, Permits and Trade Name, the Construction Contract, Civil Engineer Contract or Landscape Contract, but shall accept assignment of such contracts subject to MLOA as the terms and conditions, including, without limitation, notice requirements, set forth in such contracts; (iv) The cash to close in accordance with the MLOA Reinsurance provisions of Section 2.2; (v) A certified copy of all appropriate action authorizing the execution, delivery and performance by Buyer of this Agreement and the other Closing Documents; (vi) A settlement statement with respect to the Closing duly executed by Buyer; (vii) The 1031 Documents, if applicable; (viii) Evidence in form and substance reasonably satisfactory to Seller that Buyer has the power and authority to execute and enter into this Agreement and to consummate the sale of the Property, and that any and all actions required to authorize and approve the execution of and entry into this Agreement by Buyer, the performance by Buyer of all of Buyer’s duties and obligations under this Agreement, subject and the execution and delivery by Buyer of all Closing Documents to adjustment be executed and delivered to Seller at Closing, have been accomplished; and (ix) Such other Closing Documents as set forth thereinmay be reasonably necessary to consummate the transactions with Seller under this Agreement.

Transactions at Closing. Upon the terms and subject to the conditions and limitations set forth in this Agreement, at At the Closing, the following transactions shall occur, which transactions shall be deemed to take place simultaneously and no transaction shall be deemed to have been completed or any document delivered until all such transactions have been completed and all required documents delivered: 3.1.1 BPHX shall deliver to Infinity the following documents: (a) Seller shall deliver, True and Parent shall cause Seller correct copies of resolutions of BPHX's Board of Directors issuing and allotting the BPHX Shares and Additional Shares to deliver, to Purchaser certificates representing Infinity and approving all other transactions set forth herein substantially in the Shares, free and clear of all Liens, accompanied by stock powers duly executed in blank or duly executed and sufficient instruments of transfer and bearing or accompanied by all requisite stock transfer tax stampsform attached hereto as EXHIBIT 3.1.1(A); (b) Purchaser shall deliver to Seller duly issued and validly executed counterparts share certificates covering the BPHX Shares and Additional Shares, issued in the name of the Transition Services Agreementrespective Infinity entity in the form customary in BPHX bearing a restrictive legend providing substantially as follows: "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, the MLOA Reinsurance AgreementAS AMENDED (THE "ACT"), the MLOA Trust Agreement and the Administrative Services AgreementAND HAVE BEEN ACQUIRED BY THE HOLDER FOR ITS OWN ACCOUNT, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO THE DISTRIBUTION OF SUCH SHARES. THE SHARES MAY NOT BE SOLD OR OTHERWISE TRANSFERRED UNLESS AND UNTIL SUCH SHARE ARE REGISTERED UNDER THE ACT OR EXCEPT PURSUANT TO RULE 144 OR ANOTHER EXEMPTION UNDER THE ACT. IN ANY EVENT AND REGARDLESS OF ANY EXEMPTION OR REGISTRATION OF THE SHARES, THE SHARES MAY NOT BE SOLD OR TRANSFERRED PRIOR TO APRIL 1ST, 2006.; (c) Except as set forth in Section 7.2 or Section 7.3, Parent and Seller shall deliver or cause to be delivered to Purchaser duly executed counterparts of the Transition Services Agreement, the MLOA Reinsurance Agreement, the MLOA Trust Agreement, the Administrative Services Agreement, the Retrocession Agreement, the Amended Arrangements (a certificate duly executed by each party theretoBPHX, signed by BPHX's authorized officer on behalf of BPHX, dated as of the date of the Closing, in the form attached hereto as EXHIBIT 3.1.1(D). 3.1.2 Infinity shall deliver to BPHX the following: (a) and all documentsA validly executed share transfer deed concerning the transfer of Intercomp Shares to BPHX, agreements and instruments pursuant to which together with the Pre-Closing Transactions original, executed share certificates issued by Intercomp in respect of the Intercomp Shares or a standard affidavit if such share certificates are effected unavailable; (b) A certificate duly executed by each party theretoInfinity, signed by Infinity's authorized officer on behalf of Infinity, dated as of the date of the Closing, in the form attached hereto as EXHIBIT 3.1.2(B); (dc) Except as set forth Copies of all applicable consents and waivers required of Infinity by applicable law or regulation in Section 7.2, Section 7.3, Section 8.2 or Section 8.3, Parent, Seller and Purchaser shall, or shall cause their respective Affiliates to, execute and deliver such other agreements, instruments or documents as are necessary or appropriate to give effect to connection with the transactions contemplated hereby, including without limitation, any approval required by this Agreement and the Ancillary Agreements; and (e) Purchaser shall pay to Seller, by wire transfer of immediately available funds to an account applicable tax laws or accounts designated by Seller at least 2 Business Days regulation required prior to the Closing Date, an amount issuance of cash equal to the Purchase Price plus (i) the amount, if any, by which Estimated Closing Date Value exceeds Target Closing Date Value or minus (ii) the amount, if any, by which Target Closing Date Value exceeds Estimated Closing Date Value. Purchaser shall pay the Ceding Commission to MLOA as set forth in the MLOA Reinsurance Agreement, subject to adjustment as set forth thereinBPHX Shares.

Transactions at Closing. Upon the terms and subject to the conditions and limitations set forth in this Agreement, The following actions shall occur at the Closing: (a) Seller shall deliverexecute, acknowledge, and Parent shall cause Seller deliver to deliver, to Purchaser certificates representing all Buyer the Shares, free and clear of all Liens, accompanied by stock powers duly executed in blank or duly executed and sufficient instruments of transfer and bearing or accompanied by all requisite stock transfer tax stampsAssignment conveying the Subject Assets; (b) Purchaser Seller and Buyer shall execute and deliver a preliminary Closing Statement that shall set forth the Base Purchase Price, each adjustment to Seller duly executed counterparts of the Transition Services Base Purchase Price under this Agreement, and the MLOA Reinsurance calculation of such adjustments used to determine such amount under this Agreement, the MLOA Trust Agreement and the Administrative Services Agreementfinal Purchase Price; (c) Except as set forth in Section 7.2 Seller and Buyer shall execute, acknowledge, and deliver mutually agreeable transfer orders or Section 7.3letters-in-lieu prepared by the Buyer, Parent and Seller shall deliver or cause directing all purchasers of production to be delivered make future payments of proceeds attributable to Purchaser duly executed counterparts of production from the Transition Services Agreement, the MLOA Reinsurance Agreement, the MLOA Trust Agreement, the Administrative Services Agreement, the Retrocession Agreement, the Amended Arrangements (duly executed by each party thereto) and all documents, agreements and instruments pursuant Subject Assets to which the Pre-Closing Transactions are effected (duly executed by each party thereto)Buyer; (d) Except as set forth Seller shall deliver to Buyer (i) a certificate stating that the representations of Seller contained in Section 7.26 are true and correct, in all material respects, as of the Closing Date and that Seller has performed, in all material aspects, all covenants and agreements to be performed by Seller hereunder at or prior to Closing, and (ii) a “non-foreign person” affidavit that complies with Section 7.31445 of the Code; (e) Buyer shall deliver to Seller a certificate stating that the representations of Buyer contained in Section 7 are true and correct, Section 8.2 in all material respects, as of the Closing Date, and that Buyer has performed, in all material aspects, all covenants and agreements to be performed by Buyer hereunder at or Section 8.3prior to Closing; (f) Seller shall deliver to Buyer possession of the Subject Assets, Parentsubject to any applicable operating agreements or other related agreements affecting the Subject Assets; (g) For ▇▇▇▇▇ operated by Seller, Seller and Purchaser shall, or shall cause their respective Affiliates to, execute will prepare and deliver such other agreements, instruments or documents as are necessary or appropriate to give effect to the transactions contemplated by this Agreement and the Ancillary Agreementsa Form 10 change of operator form; and (eh) Purchaser Buyer shall pay deliver to Seller, Seller cash by wire transfer in the amount of immediately available funds the Purchase Price to an account or accounts designated in writing by Seller at least 2 Business Days prior to the Closing Date, an amount of cash equal to the Purchase Price plus (i) the amount, if any, by which Estimated Closing Date Value exceeds Target Closing Date Value or minus (ii) the amount, if any, by which Target Closing Date Value exceeds Estimated Closing Date Value. Purchaser shall pay the Ceding Commission to MLOA as set forth in the MLOA Reinsurance Agreement, subject to adjustment as set forth thereinSeller.

Transactions at Closing. Upon the terms and subject At least one (1) Business Day prior to the conditions and limitations set forth in this Agreement, at the ClosingClosing Date: (a) Seller shall deliver, and Parent shall cause Seller to deliver, to Purchaser certificates representing all the Shares, free and clear of all Liens, accompanied by stock powers duly executed in blank or duly executed and sufficient instruments of transfer and bearing or accompanied by all requisite stock transfer tax stamps; (b) Purchaser shall deliver to Seller duly executed counterparts of the Transition Services Agreement, the MLOA Reinsurance Agreement, the MLOA Trust Agreement and the Administrative Services Agreement; (c) Except as set forth in Section 7.2 or Section 7.3, Parent and Seller shall deliver or cause to be delivered to Purchaser Escrow Holder the following documents (collectively, the “Conveyance Documents”) duly executed and acknowledged where appropriate: (i) A grant deed (the “Deed”) conveying the Real Property and the Improvements, subject to the Permitted Exceptions, in the form attached hereto as Exhibit E; (ii) ▇▇▇▇ of Sale in the form set forth on Exhibit B attached hereto, conveying the Personal Property to Purchaser; (iii) Two counterparts of the Transition Services Assignment and Assumption Agreement (the “Assignment”) in the form set forth on Exhibit C attached hereto, conveying all interest of Seller as landlord in and to the Leases pertaining to the Real Property and Improvements as more specifically set forth on Schedule B to the Assignment and Assumption Agreement; and in and to any equipment leases, commission agreements and service contracts, as set forth on Schedules C, D and E, respectively, to the MLOA Reinsurance Assignment and Assumption Agreement; (iv) Certificate of non-foreign status in the form set forth on Exhibit D attached hereto, to confirm that Purchaser is not required to withhold part of the MLOA Trust AgreementPurchase Price pursuant to Section 1445 of the Internal Revenue Code of 1986, as amended; (v) Original executed copies of all Leases; provided, however, that the Administrative Services Agreementoriginal Leases shall be held at the Property for delivery to the Purchaser incident to the Closing; (vi) Information required by the Title Company to comply with the real estate reporting requirements set forth in Section 6045(e) of the Internal Revenue Code of 1986, as amended; (vii) Certificate confirming that the Retrocession Agreementrepresentations and warranties of Seller under this Agreement remain true and correct in the form attached hereto as Exhibit G; (viii) Evidence as to the authority of the person or persons executing documents on behalf of the Seller reasonably acceptable to Purchaser and the Title Company; (ix) The Service Contracts which survive Closing, as provided in Section 9.5 below, together with such leasing and property files and records pertaining to day-to-day operation, leasing and maintenance of the Amended Arrangements Property, to the extent such files and records are in the possession of Seller or Seller’s building manager; provided, however, that such documentation shall be held at the Property for delivery to the Purchaser incident to the Closing, and provided, further, that proprietary information of Seller not relevant to the ownership or operation of the Property shall not be included. Until the earlier to occur of (i) the sale of the Property by Purchaser, or (ii) the expiration of a period of one (1) year after the Closing, Purchaser shall allow Seller and its agents and representatives reasonable access without charge but without cost to Purchaser to all files, records and documents delivered to Purchaser at the Closing upon reasonable advance notice and at all reasonable times, to examine and make copies of any and all such files, records and documents, which right shall survive the Closing; (x) Affidavits as may be customarily and reasonably required by the Title Company, in form reasonably acceptable to Seller; (xi) Closing Statement acceptable to Seller; (xii) An updated Rent Roll in the same form as set forth as Schedule 4, certified by Seller as correct and complete as of the date of delivery thereof; (xiii) keys to all locks on the Real Property and Improvements in Seller’s or Seller’s building manager’s possession; and (xiv) Such other documents as may be reasonably necessary and appropriate to complete the Closing of the transaction contemplated herein. (b) Purchaser shall deliver to Escrow Holder the following: (i) The Purchase Price as adjusted in Section 2.3 above, and as further adjusted to reflect the Purchaser’s share of closing costs, and any fees as more particularly set forth in Section 4.3 below; (ii) Two counterparts of a duly executed by each party theretoand acknowledged Assignment (as described in Section 4.2(a)(iii) and all documents, agreements and instruments pursuant to which the Pre-Closing Transactions are effected (duly executed by each party theretoabove); (diii) Except as Information required by the Title Company to comply with the real estate reporting requirements set forth in Section 7.26045(i) of the Internal Revenue Code of 1986, Section 7.3as amended; (iv) Evidence of the authority of the person or persons executing documents on behalf of Purchaser reasonably acceptable to Seller and the Title Company; (v) Certificate confirming that the representations and warranties of Purchaser under this Agreement remain true and correct in the form attached hereto as Exhibit H; (vi) Closing Statement acceptable to Purchaser; (vii) Affidavits as may be customarily and reasonably required by the Title Company, Section 8.2 or Section 8.3in form reasonably acceptable to Purchaser; and (viii) Such other documents as may be reasonably necessary and appropriate to complete the Closing of the transaction contemplated herein. (c) Seller and Purchaser shall execute a tenant notification letter to all tenants under the Leases (the “Tenant Notification Letter”) in the form attached hereto as Exhibit F, Parent, Seller and Purchaser shall, or shall within forty-eight (48) hours following the Closing, cause their respective Affiliates to, execute and deliver the Tenant Notification Letter to be delivered to such other agreements, instruments or documents as are necessary or appropriate to give effect to the transactions contemplated by this Agreement and the Ancillary Agreements; and (e) Purchaser shall pay to Seller, by wire transfer of immediately available funds to an account or accounts designated by Seller at least 2 Business Days prior to the Closing Date, an amount of cash equal to the Purchase Price plus (i) the amount, if any, by which Estimated Closing Date Value exceeds Target Closing Date Value or minus (ii) the amount, if any, by which Target Closing Date Value exceeds Estimated Closing Date Value. Purchaser shall pay the Ceding Commission to MLOA as set forth in the MLOA Reinsurance Agreement, subject to adjustment as set forth thereintenants.

Transactions at Closing. Upon Except for the terms Escrow Agreement referred to in paragraphs (a)(ii) and (b)(ii) below, which shall be executed upon Buyer's deposit of the Assurance Amount as provided in Section 2.5 above, and on the basis of the representations, warranties, covenants and agreements made herein and in the Exhibits and Disclosure Schedules hereto and in the certificates and other instruments delivered pursuant hereto, and subject to the terms and conditions and limitations set forth in this Agreement, at the Closinghereof: (a) Seller shall deliver, and Parent shall cause Seller will deliver to deliver, to Purchaser certificates representing all the Shares, free and clear of all Liens, accompanied by stock powers duly executed in blank or duly executed and sufficient instruments of transfer and bearing or accompanied by all requisite stock transfer tax stamps;Buyer: (bi) Purchaser shall deliver an Assignment and ▇▇▇▇ of Sale and any other title transfer documents reasonably requested by Buyer with respect to Seller duly executed counterparts all of the Transition Services AgreementEX-L Assets executed by Seller on terms reasonably acceptable to Buyer (the "▇▇▇▇ of Sale") and security interest and lien terminations with respect to all Encumbrances on such EX-L Assets or reasonably acceptable payoff letters and/or executed releases from the party holding an Encumbrance if the funds necessary to satisfy such Encumbrance are collected or escrowed at Closing for disbursement to the party holding the Encumbrance, including the MLOA Reinsurance Agreement, the MLOA Trust Agreement and the Administrative Services Agreement; (c) Except as set forth parties described in Section 7.2 or Section 7.3, Parent and Seller shall deliver or cause to be delivered to Purchaser duly executed counterparts of the Transition Services Agreement, the MLOA Reinsurance Agreement, the MLOA Trust Agreement, the Administrative Services Agreement, the Retrocession Agreement, the Amended Arrangements (duly executed by each party thereto) and all documents, agreements and instruments pursuant to which the Pre-Closing Transactions are effected (duly executed by each party thereto2.2(c); (dii) Except copies of the Escrow Agreement in form and substance substantially the same as set forth in Section 7.2EXHIBIT B attached hereto (having previously been executed and delivered) indicating the receipt by the Trustee of the Defeasance Amount; (iii) a good standing certificate regarding Seller, Section 7.3issued as of a recent date by the Secretary of State of Seller's state of organization; (iv) resolutions duly adopted by the directors of Seller, Section 8.2 or Section 8.3and the shareholder(s) of Seller authorizing the execution, Parent, Seller delivery and Purchaser shall, or shall cause their respective Affiliates to, execute performance of the terms of this Agreement and deliver such other agreements, instruments or documents as are necessary or appropriate to give effect to the consummation of the transactions contemplated by this Agreement Agreement, certified to Buyer's reasonable satisfaction; (v) copies of the books and records maintained by Seller that relate to the Ancillary Agreementsoperation of the Equipment; (vi) evidence reasonably satisfactory to Buyer that the Trustee has released its security interest in the Kansas City Leased Equipment; (vii) evidence reasonably satisfactory to Buyer that all obligations of the Seller to the Credit Entity have been paid in full; (viii) an Assignment and ▇▇▇▇ of Sale from the City to Seller for the Kansas City Leased Equipment; (ix) Instructions from the Trustee with respect to the Defeasance Amount required to be escrowed under Section 2.2(c); (x) the certificate referred to in Section 10.1; and (exi) Purchaser shall pay such other documents required pursuant to the terms of this Agreement or as reasonably requested by Buyer, the City, the Trustee and/or the Credit Entity in order to facilitate or effect the transfer and conveyance of the EX-L Assets to Buyer. (b) Buyer will deliver to Seller, : (i) by wire transfer of immediately available funds to an account or accounts designated by Seller at least 2 Business Days prior to the Closing Datefunds, an amount of cash equal to the Purchase Price plus Price, less (iA) the amountDeposit, if any(B) the Assurance Amount, by which Estimated Closing Date Value exceeds Target Closing Date Value or minus and (C) any other amounts deposited into Escrow pursuant to Sections 2.2(c); (ii) copies of the amountEscrow Agreement in form and substance substantially the same as EXHIBIT B attached hereto (having previously been executed and delivered) indicating the receipt by the Trustee of the Defeasance Amount; (iii) good standing certificates with respect to Buyer and its general partner, if anyissued as of a recent date by the Secretary of State of Buyer's and its general partner's state of organization; (iv) resolutions duly adopted by the directors of Buyer's general partner authorizing the execution, delivery and performance of the terms of this Agreement and the consummation of the transactions contemplated by which Target Closing Date Value exceeds Estimated Closing Date Value. Purchaser shall pay the Ceding Commission to MLOA as set forth in the MLOA Reinsurance this Agreement, subject certified to adjustment Seller's reasonable satisfaction; (v) the certificate referred to in Section 10.1; and (vi) any such other documents required pursuant to the terms of this Agreement or as set forth thereinreasonably requested by Seller, the City, the Trustee and/or the Credit Entity.

Transactions at Closing. Upon On the terms and subject to the conditions and limitations set forth in this Agreement, at the ClosingClosing Date: (a) Seller shall deliver, and Parent shall cause Seller to deliver, to Purchaser certificates representing all the Shares, free and clear of all Liens, accompanied by stock powers duly executed in blank or duly executed and sufficient instruments of transfer and bearing or accompanied by all requisite stock transfer tax stamps; (b) Purchaser shall deliver to Seller duly executed counterparts of the Transition Services Agreement, the MLOA Reinsurance Agreement, the MLOA Trust Agreement and the Administrative Services Agreement; (c) Except as set forth in Section 7.2 or Section 7.3, Parent and Seller shall deliver or cause to be delivered to Purchaser Buyer the following documents (collectively, the "Conveyance Documents") duly executed counterparts and acknowledged where appropriate: (i) Standard-form special warranty deed (the "Deed") conveying the Real Property and the Improvements, subject only to the applicable Permitted Exceptions, in the form attached hereto as Exhibit H; (ii) Bill of Sale in the form set forth on Exhibit B attached hereto conveying the Personal Property to Buyer; (iii) Assignment and Assumption Agreement (the "Assignment") in the form set forth on Exhibit C attached hereto; (iv) Certificate of non-foreign status in the form set forth on Exhibit D attached hereto, to confirm that Buyer is not required to withhold part of the Transition Services AgreementPurchase Price pursuant to Section 1445 of the Internal Revenue Code of 1986, as amended; (v) Original Tenant Estoppel Certificates for the MLOA Reinsurance AgreementLeases to the extent and in the form that tenants may have delivered same on or before the Closing Date; (vi) Original executed copies of all of the Leases; (vii) Information required by the Title Company to comply with the real estate reporting requirements set forth in Section 6045(e) of the Internal Revenue Code of 1986, as amended; (viii) Certificate confirming that the MLOA Trust Agreementrepresentations and warranties of Seller under this Agreement remain true and correct in the form attached hereto as Exhibit L; (ix) Evidence as to the authority of the person or persons executing documents on behalf of the Seller reasonably acceptable to Buyer and the Title Company; (x) Leases and Service Contracts, together with such leasing and property files and records located at the Administrative Services AgreementProperty or at the property manager's office necessary in connection with the continuing day-to-day operation, leasing and maintenance of the Retrocession AgreementProperty; provided, however, that proprietary information of Seller not required in the Amended Arrangements day-to-day operation of the Property shall not be included. For a period of three (duly executed by each party thereto3) years after the Closing, Buyer shall allow Seller and its agents and representatives access without charge to all files, records and documents delivered to Purchaser at the Closing upon reasonable advance notice and at all reasonable times, to examine and make copies of any and all such files, records and documents, agreements which right shall survive the Closing; (xi) Affidavits as may be customarily and instruments pursuant reasonably required by the Title Company, in a form reasonably acceptable to which Seller; (xii) Closing Statement acceptable to Seller; and (xiii) Such other documents as may be reasonably necessary and appropriate to complete the Pre-Closing Transactions are effected of the transaction contemplated herein. (duly b) Buyer shall deliver to Seller the following: (i) The Purchase Price as adjusted to reflect the Buyer's share of closing costs, prorations and any fees as more particularly set forth in Section 4.3 below; (ii) Buyer's Affidavit and Agreement in the form set forth on Exhibit E attached hereto; (iii) Duly executed by each party theretoand acknowledged Assignment (as described in Section 4.2(a)(iii) above); (div) Except as Mechanic's Lien Affidavit in the form reasonably acceptable to the Buyer; and (v) Information required by the Title Company to comply with the real estate reporting requirements set forth in Section 7.26045(e) of the Internal Revenue Code of 1986, Section 7.3, Section 8.2 as amended; (vi) Evidence of the authority of the person or Section 8.3, Parent, persons executing documents on behalf of Buyer reasonably acceptable to Seller and Purchaser shall, or shall cause their respective Affiliates to, execute the Title Company; (vii) Certificate confirming that the representations and deliver such other agreements, instruments or documents as are necessary or appropriate to give effect to the transactions contemplated by warranties of Buyer under this Agreement remain true and correct in the Ancillary Agreementsform attached hereto as Exhibit M; (viii) Closing Statement acceptable to Buyer; (ix) Affidavits as may be customarily and reasonably required by the Title Company, in a form reasonably acceptable to Buyer; and (ex) Purchaser Such other documents as may be reasonably necessary and appropriate to complete the Closing of the transaction contemplated herein. (c) Seller and Buyer shall pay execute a tenant notification letter to Sellereach tenant of the Property (the "Tenant Notification Letter") in the form attached hereto as Exhibit I, by wire transfer of immediately available funds and Buyer shall, within forty-eight (48) hours following the Closing, cause the Tenant Notification Letter to an account or accounts designated by Seller at least 2 Business Days prior be delivered to the Closing Date, an amount of cash equal to the Purchase Price plus (i) the amount, if any, by which Estimated Closing Date Value exceeds Target Closing Date Value or minus (ii) the amount, if any, by which Target Closing Date Value exceeds Estimated Closing Date Value. Purchaser shall pay the Ceding Commission to MLOA as set forth in the MLOA Reinsurance Agreement, subject to adjustment as set forth thereintenants.

Transactions at Closing. Upon On the terms and subject Closing Date, the following transactions shall occur, all of such transactions being deemed to the conditions and limitations set forth in this Agreement, at the Closingoccur simultaneously: (a) Seller shall the Acquiree and Acquiree Shareholders will deliver, and Parent shall or cause Seller to deliverbe delivered, to Purchaser RCM or the Escrow Agent as the case may be, the following: (i) stock certificates representing the Acquiree Shares being surrendered hereunder, duly endorsed with stock powers attached in blank; (ii) all corporate records of the SharesAcquiree, free including without limitation corporate minute books (which shall contain copies of the Articles of Incorporation and clear Bylaws, as amended to the Closing Date), stock books, stock transfer books, corporate seals; and such other corporate books and records as may reasonably be requested by RCM and its counsel; (iii) a certificate executed by the Acquiree and the Acquiree Shareholders to the effect that all representations and warranties made by the Acquiree and Acquiree Shareholders under this Agreement are true and correct as of the Closing Date, as though originally given to RCM on said date; (iv) a certificate of good standing for the Acquiree from the secretary of the state of Minnesota, dated at or about the Closing Date, to the effect that such corporation is in good standing under the laws of such state; (v) an incumbency certificate for the Acquiree signed by all of the officers thereof dated at or about the Closing Date; (vi) certified Articles of Incorporation of the Acquiree dated at or about the Closing Date and a copy of the Bylaws of the Acquiree certified by the Secretary of the Acquiree dated at or about the Closing Date; (vii) certified resolutions from the Secretary of the Acquiree dated at or about the Closing Date authorizing the transactions contemplated under this Agreement; (viii) an Employment Agreement described in Exhibit "E" signed by ▇▇▇▇▇ ▇▇▇▇▇ and RCM; (ix) resignations of all Liensofficers and directors of Acquiree, accompanied following which ▇▇▇▇ ▇▇▇▇▇ shall be elected by stock powers duly executed RCM as the sole director of Acquiree; (x) any documentation associated with the transactions contemplated by Section 3.A.30 of this Agreement; (xi) such documents as may be needed to accomplish the Closing under the corporate laws of the states of incorporation of RCM and Acquiree; (xii) such other instruments, documents and certificates, if any, as are required to be delivered pursuant to the provisions of this Agreement or that may be reasonably requested in blank or duly executed furtherance of the provisions of this Agreement; (xiii) an opinion of counsel to Acquiree and sufficient instruments Acquiree Shareholders in form and substance satisfactory to RCM; (xiv) an opinion of transfer counsel to the Trust in form and bearing or accompanied by all requisite stock transfer tax stamps;substance satisfactory to RCM. (b) Purchaser shall deliver to Seller duly executed counterparts of the Transition Services Agreement, the MLOA Reinsurance Agreement, the MLOA Trust Agreement and the Administrative Services Agreement; (c) Except as set forth in Section 7.2 or Section 7.3, Parent and Seller shall RCM will deliver or cause to be delivered to Purchaser duly executed counterparts the Acquiree and the Acquiree Shareholders: (i) the cash portion of the Transition Services Agreement, the MLOA Reinsurance Agreement, the MLOA Trust Agreement, the Administrative Services Agreement, the Retrocession Agreement, the Amended Arrangements (duly executed Purchase Consideration by each party thereto) and all documents, agreements and instruments pursuant to which the Pre-Closing Transactions are effected (duly executed by each party thereto)wire transfer; (dii) Except The Escrow Agreements in the form attached as set forth Exhibits "C" and "D"; (iii) The Notes in Section 7.2, Section 7.3, Section 8.2 or Section 8.3, Parent, Seller the form attached as Exhibits "A" and Purchaser shall, or shall cause their respective Affiliates to, execute "B"; (iv) a certificate of RCM's President to effect that all representations and deliver such other agreements, instruments or documents as are necessary or appropriate to give effect to the transactions contemplated by warranties of RCM under this Agreement and the Ancillary Agreements; and (e) Purchaser shall pay to Seller, by wire transfer of immediately available funds to an account or accounts designated by Seller at least 2 Business Days prior to are reaffirmed on the Closing Date, an amount of cash equal as though originally given to the Purchase Price plus Acquiree and the Acquiree Shareholders on said date; (iv) certificate from the amountSecretary of State of Nevada dated at or about the Closing Date that RCM is in good standing under the laws of said state; (vi) certified resolution of the Secretary of RCM dated at or about the Closing Date authorizing the transactions contemplated under this Agreement; (vii) an opinion of counsel in form and substance satisfactory to the Acquiree and the Acquiree Shareholders; (viii) an Employment Agreement described in Exhibit "E" signed by ▇▇▇▇▇ ▇▇▇▇▇ and RCM; (ix) such documents as may be needed to accomplish the Closing under the corporate laws of the state of incorporation of RCM and Acquiree; (x) such other instruments, documents and certificates, if any, by which Estimated Closing Date Value exceeds Target Closing Date Value or minus (ii) as are required to be delivered pursuant to the amount, if any, by which Target Closing Date Value exceeds Estimated Closing Date Value. Purchaser shall pay the Ceding Commission to MLOA as set forth in the MLOA Reinsurance provisions of this Agreement, subject to adjustment as set forth thereinor that may be reasonably requested in furtherance of the provisions of this Agreement.

Transactions at Closing. Upon the terms and subject to the conditions and limitations set forth in this Agreement, at the ClosingClosing each of the following shall occur: (a) Seller shall delivercause LMIC or LCS, and Parent shall cause Seller as applicable, to deliver, deliver to Purchaser certificates representing all of the Transferred Shares, free and clear of all Liens, accompanied by stock powers duly executed in blank or duly executed and sufficient instruments of transfer and bearing or accompanied by all requisite stock transfer tax stampstransfer; (b) Seller shall deliver to Purchaser, and Purchaser shall deliver to Seller Seller, duly executed counterparts of each of the Transition Services Agreement, the MLOA Reinsurance Agreement, the MLOA Trust Agreement and the Administrative Services AgreementAncillary Agreements; (c) Except as set forth in Section 7.2 or Section 7.3, Parent and Seller shall deliver or cause to be delivered to Purchaser duly executed counterparts of the Transition Services Agreement, the MLOA Reinsurance Agreement, the MLOA Trust Agreement, the Administrative Services Agreement, the Retrocession Agreement, the Amended Arrangements (duly executed by each party thereto) and all documents, agreements and instruments pursuant to which the Pre-Closing Transactions are effected (duly executed by each party thereto); (d) Except as set forth in Section 7.2, Section 7.3, Section 8.2 or Section 8.3, Parent, Seller and Purchaser shall, or shall cause their respective Affiliates to, execute and deliver such other agreements, instruments or documents as are necessary or appropriate to give effect to the transactions contemplated by this Agreement and the Ancillary Agreements; and (d) Immediately prior to Closing, Seller shall have terminated all intercompany reinsurance agreements with Affiliates of Seller except with respect to any intercompany reinsurance agreements set forth in Section 3.17(a)(4) of the Seller Disclosure Letter. At Closing, the Estimated Closing Statement shall reflect that such intercompany reinsurance arrangements have been terminated and such pooling arrangements unwound, and the reserves associated with the termination of such intercompany reinsurance arrangements funded with cash or short term government issued securities acceptable in writing to Purchaser. The capital and surplus of the Transferred Insurance Companies should reflect the capital and surplus of each such Transferred Insurance Company without regard to the internal reinsurance and pooling arrangements with Seller and its Affiliates. (e) Purchaser shall pay to Seller, Seller an amount of cash equal to the Estimated Purchase Price by wire transfer of immediately available funds to an account or accounts designated in writing by Seller at least 2 three (3) Business Days prior to the Closing Date, an . The “Estimated Purchase Price” shall be the amount of cash equal to the Purchase Price GAAP Tangible Equity estimated by the Seller in good faith as of the Closing Date, plus forty-five million dollars ($45,000,000). For the avoidance of doubt, (i) the amountamount equal to $262,500 which represents 50% of the forfeited long-term incentive awards set forth in Section 5.10(h) shall be reflected in the calculation of GAAP Tangible Equity, if anybut no other amounts in respect of any forfeited long-term incentive awards shall be reflected in the calculation of GAAP Tangible Equity, by which Estimated Closing Date Value exceeds Target Closing Date Value or minus and (ii) any amounts payable by Purchaser pursuant to Section 5.10(i) shall be excluded from the amount, if any, by which Target Closing Date Value exceeds Estimated Closing Date Value. Purchaser shall pay the Ceding Commission to MLOA as set forth in the MLOA Reinsurance Agreement, subject to adjustment as set forth thereincalculation of GAAP Tangible Equity.

Transactions at Closing. Upon the terms and subject to the conditions and limitations set forth in this Agreement, at At the Closing:: ----------------------- (a) The Seller shall deliverduly execute and deliver to the Buyer Sub or the Buyer, as applicable, or their nominee or nominees such deeds, bills of sale, certificates of title and Parent shall cause Seller to deliver, to Purchaser certificates representing all the Shares, free and clear of all Liens, accompanied by stock powers duly executed in blank or duly executed and sufficient other instruments of assignment or transfer with respect to the SEG Acquired Assets as the Buyer or the Buyer Sub may reasonably request and bearing as may be necessary to vest in the Buyer or accompanied by the Buyer Sub or their nominee(s) good record and marketable title to all requisite stock of the SEG Acquired Assets, in each case subject to no Encumbrance (as defined in Section 5.7) except for Permitted Encumbrances (as defined in Section 5.7); these transfer tax stamps;instruments will include one or more Bills of Sale in the form of EXHIBIT A-1 hereto (the "BILL ▇▇ SALE"). In addition, at the Closing the Seller and the Buyer shall enter into the short-term lease for the Owned Real Property in the form of EXHIBIT A-2 hereto (the "INTERIM LEASE"). As soon as the Seller and the Buyer Sub have completed a subdivision with respect to the Owned Real Property and taken all other steps required prior to conveyancing, the Seller shall convey the Owned Real Property to the Buyer Sub pursuant to a deed in the form of EXHIBIT A-3 hereto. (b) Purchaser shall deliver In order to transfer to the Buyer the Westinghouse Patents, Westinghouse and the Buyer will enter into Patent Assignments in the forms of EXHIBITS B-1 AND B-2 hereto (the "PATENT ASSIGNMENTS"); and in order to license to the Seller duly executed counterparts of and Westinghouse the Transition Services AgreementSEG Retained IP and Westinghouse Retained IP, the MLOA Reinsurance AgreementSeller, the MLOA Trust Agreement Westinghouse and the Administrative Services Agreement;Buyer will enter into the Intellectual Property License Agreement in the form of EXHIBIT C hereto (the "LICENSE AGREEMENT"). (c) Except as set forth in Section 7.2 or Section 7.3, Parent In order to transfer to the Buyer the registered and Seller shall deliver or cause to be delivered to Purchaser duly executed counterparts unregistered trademarks of the Transition Services Agreement, the MLOA Reinsurance Agreement, the MLOA Trust Agreement, the Administrative Services Agreement, the Retrocession Agreement, the Amended Arrangements (duly executed by each party thereto) and all documents, agreements and instruments pursuant to which the Pre-Closing Transactions are effected (duly executed by each party thereto); (d) Except as set forth Seller listed in Section 7.2, Section 7.3, Section 8.2 or Section 8.3, Parent, Seller and Purchaser shall, or shall cause their respective Affiliates to, execute and deliver such other agreements, instruments or documents as are necessary or appropriate to give effect to the transactions contemplated by this Agreement and the Ancillary Agreements; and (e) Purchaser shall pay to Seller, by wire transfer of immediately available funds to an account or accounts designated by Seller at least 2 Business Days prior to the Closing Date, an amount of cash equal to the Purchase Price plus (i) the amount, if any, by which Estimated Closing Date Value exceeds Target Closing Date Value or minus (ii) the amount, if any, by which Target Closing Date Value exceeds Estimated Closing Date Value. Purchaser shall pay the Ceding Commission to MLOA as set forth in the MLOA Reinsurance Agreement, subject to adjustment as set forth therein.SCHEDULE 1.1

Transactions at Closing. Upon the terms and subject to the conditions and limitations set forth in this Agreement, at At the Closing, the following transactions shall take place, which transactions shall be deemed as having taken place simultaneously and no transaction shall be deemed to have been completed or any document delivered until all such transactions have been completed and all required documents delivered: (a) Seller PMW shall deliver to TPN, as agent for the Sellers, the following documents: (i) Validly executed stock certificates corresponding to the Common Stock issued in the name of the Sellers in the amounts set forth in Schedule II; (ii) Instructions directing its transfer agent to register the allotment of the Common Stock to the Sellers in the stockholders ledger of PMW; (iii) True copies of all consents and waivers obtained by PMW, in accordance with the provisions of Section 7.01 below; (iv) Certificate of good standing from the Secretary of State of the State of Delaware, dated at or about the Closing Date, to the effect that PMW is in good standing under the laws of said state; (v) Certified copy of the Certificate of Incorporation of PMW, as amended through the Closing Date, as certified by the Secretary of State of the State of Delaware at or about the Closing Date; (vi) Secretary’s certificate duly executed by PMW’s secretary attaching and attesting to the accuracy of: (A) the bylaws of PMW, (B) the resolutions of PMW’s board of directors issuing and allotting the Common Stock to the Sellers subject to the provisions hereof, approving the transactions contemplated hereby, including the Exchange, selecting the directors of PMW as provided in Section 6.12), and appointing ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ (Chief Executive Officer and Chief Financial Officer) and ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ (President, Treasurer and Secretary), and (C) an incumbency certificate signed by all of the executive officers of PMW, dated at or about the Closing Date; (vii) An officer’s certificate duly executed by PMW’s chief executive officer to the effect that the conditions set forth in Section 7.01(a) below have been satisfied, dated as of the Closing Date; (viii) Resignation and release agreement, in a customary and mutually satisfactory form, from the current officer ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ (Chief Executive Officer and Chief Financial Officer) to be effective as of the Closing (which shall be not less than 10 days after the mailing of a 14(f)-1 Information Statement to PMW's stockholders of record); (ix) All corporate books and records of PMW; and (x) Such other documents and instruments as TPN may reasonably request. (b) TPN shall deliver, and Parent shall or cause Seller to deliverbe delivered, to Purchaser certificates representing PMW the following documents and/or shall take the following actions: (i) President’s certificate duly executed by TPN’s president attesting to the accuracy of Schedule I as of the Closing Date thereby verifying the ownership of TPN Interests being transferred by the Sellers; (ii) Certificate of good standing from the Secretary of State of the Commonwealth of Massachusetts, dated at or about the Closing Date, to the effect that TPN is in good standing under the laws of said state; (iii) Certified copy of the Articles of Organization of TPN, as amended through the Closing Date, certified by the Secretary of State of the Commonwealth of Massachusetts, dated at or about the Closing Date; (iv) Secretary’s certificate duly executed by TPN’s secretary attaching and attesting to the accuracy of: (A) the resolutions of TPN’s board of directors, approving the transactions contemplated hereby, including the Exchange, and (B) an incumbency certificate signed by all of the Sharesexecutive officers of TPN, dated at or about the Closing Date; (v) An officer’s certificate duly executed by TPN’s chief executive officer to the effect that the conditions set forth in Section 7.02(a) below have been satisfied, dated as of the Closing Date; and (vi) Such other documents as PMW may reasonably request. (c) The Sellers shall deliver to PMW duly executed stock powers , in a customary and mutually satisfactory form, effecting the immediate and unconditional sale, assignment and irrevocable transfer of TPN Interests to PMW, free and clear of all any Liens, accompanied or any other third party rights of any kind and nature, whether voluntarily incurred or arising by stock powers duly executed in blank or duly executed and sufficient instruments operation of transfer and bearing or accompanied by all requisite stock transfer tax stamps; (b) Purchaser shall deliver to Seller duly executed counterparts of the Transition Services Agreement, the MLOA Reinsurance Agreement, the MLOA Trust Agreement and the Administrative Services Agreement; (c) Except as set forth in Section 7.2 or Section 7.3, Parent and Seller shall deliver or cause to be delivered to Purchaser duly executed counterparts of the Transition Services Agreement, the MLOA Reinsurance Agreement, the MLOA Trust Agreement, the Administrative Services Agreement, the Retrocession Agreement, the Amended Arrangements (duly executed by each party thereto) and all documents, agreements and instruments pursuant to which the Pre-Closing Transactions are effected (duly executed by each party thereto); (d) Except as set forth in Section 7.2, Section 7.3, Section 8.2 or Section 8.3, Parent, Seller and Purchaser shall, or shall cause their respective Affiliates to, execute and deliver such other agreements, instruments or documents as are necessary or appropriate to give effect to the transactions contemplated by this Agreement and the Ancillary Agreements; and (e) Purchaser shall pay to Seller, by wire transfer of immediately available funds to an account or accounts designated by Seller at least 2 Business Days prior to the Closing Date, an amount of cash equal to the Purchase Price plus (i) the amount, if any, by which Estimated Closing Date Value exceeds Target Closing Date Value or minus (ii) the amount, if any, by which Target Closing Date Value exceeds Estimated Closing Date Value. Purchaser shall pay the Ceding Commission to MLOA as set forth in the MLOA Reinsurance Agreement, subject to adjustment as set forth thereinlaw.

Transactions at Closing. Upon the terms and subject to the conditions and limitations set forth in this Agreement, at At the Closing: (a) Seller Sellers shall deliverhave executed and delivered to Purchaser or its nominee(s) such deeds, bills of sale, certificates of title, lease assignments, intellectual property assignments, and Parent shall cause Seller to deliver, to Purchaser certificates representing all the Shares, free and clear of all Liens, accompanied by stock powers duly executed in blank or duly executed and sufficient other instruments of assignment or transfer with respect to the Acquired Assets as is reasonably necessary to vest in Purchaser or its nominee(s) title to all of the Acquired Assets, subject to the provisions of Section 2.9 hereof in each case subject to no Encumbrances, except the Permitted Encumbrances, and bearing or accompanied by all requisite stock transfer tax stamps;including a Bill ▇▇ Sale in the form of Exhibit 4.2(a). (b) Each of Araxas and OSOG shall have delivered to Purchaser shall deliver to Seller duly executed counterparts of the Transition Services Agreement, the MLOA Reinsurance Agreement, the MLOA Trust Agreement and the Administrative Services Agreement;following: (ci) Except An Opinion of Counsel in form and substance substantially as set forth in Section 7.2 or Section 7.3, Parent and Seller shall deliver or cause to be delivered to Purchaser duly executed counterparts of the Transition Services Agreement, the MLOA Reinsurance Agreement, the MLOA Trust Agreement, the Administrative Services Agreement, the Retrocession Agreement, the Amended Arrangements (duly executed by each party theretoExhibit 4.2(b)(i)(a) and all documents, agreements and instruments pursuant to which the Pre-Closing Transactions are effected (duly executed by each party theretoExhibit 4.2(b)(i)(b); (dii) Except as set forth in Section 7.2An incumbency certificate dated the Closing Date, Section 7.3together with copies, Section 8.2 certified by its Corporate Secretary or Section 8.3its Assistant Corporate Secretary, Parentof resolutions of its Board of Directors authorizing the execution, Seller delivery and Purchaser shall, or shall cause their respective Affiliates to, execute and deliver such other agreements, instruments or documents as are necessary or appropriate to give effect to the transactions contemplated performance by it of this Agreement and the Ancillary Agreements; anddocuments, instruments, certificates and other agreements being executed and delivered by it pursuant to the terms hereof; (eiii) Purchaser shall pay Good standing certificates, dated not more than ninety (90) days with respect to Seller, by wire transfer of immediately available funds Araxas and thirty (30) days with respect to an account or accounts designated by Seller at least 2 Business Days OSOG prior to the Closing Date, an amount issued by the Secretary of cash equal State of its state of incorporation and each other jurisdiction in which it is authorized or licensed to conduct business, stating that it is validly existing and in good standing under the laws of such jurisdiction; (iv) Releases and Uniform Commercial Code termination statements, executed by each secured creditor identified on Schedule 4.2(b)(iv) hereto and Sellers, and any other appropriate secured parties in a form appropriate for recording and filing, that are sufficient to release any and all Encumbrances except the Permitted Encumbrances against or relating to the Purchase Price plus Acquired Assets; (v) A certificate of an officer that the representations and warranties described in Section 5 and conditions to Closing described in Section 9 hereof have been fulfilled; (vi) All other documents, instruments and writings, satisfactory in form and substance to Purchaser and its counsel, as may be required, in Purchaser's reasonable opinion, to effect or evidence the assignment, conveyance, transfer and delivery to Purchaser of the Acquired Assets or to enable Purchaser to operate the Acquired Assets from and after the Closing Date (including any such form required by the State of Louisiana. (vii) The Investment Letters of the Araxas Partners and the OSOG Partners described in Section 2.3. (viii) The Escrow Agreement set forth in Exhibit 2.10, executed as provided therein. (ix) Any and all geological and geophysical data pertaining to the Acquired Assets, including by not limited to maps, logs, records and other data described on Schedule 1.1(a) hereof. (x) An executed copy of Form MD-10-R-A as required by the State of Louisiana Office of Conservation to operate the Acquired Assets. (c) Purchaser shall have delivered to Sellers the following: (i) the amount, if any, by which Estimated Closing Date Value exceeds Target Closing Date Value or minus (ii) the amount, if any, by which Target Closing Date Value exceeds Estimated Closing Date Value. The opinion of counsel for Purchaser shall pay the Ceding Commission to MLOA in form and substance substantially as set forth in Exhibit 4.2(c)(i); (ii) The NEG Common Stock Certificates in the MLOA Reinsurance Agreement, subject to adjustment amount of the Purchase Price (as adjusted) in form and substance substantially as set forth in Exhibit 4.2(c)(ii); (iii) An executed copy of the Stock Registration Agreements in form and substance as set forth in Exhibit 4.2(c)(iii)(a) and Exhibit 4.2(c)(iii)(b); (iv) A certificate of an officer of Purchaser that the representations and warranties described in Section 6 and the conditions to Closing described in Section 10 hereof have been fulfilled. (v) The Escrow Agreement set forth in Exhibit 2.10, executed as provided therein.

Transactions at Closing. Upon the terms The following deliveries and subject to the conditions and limitations set forth in this Agreement, transactions shall take place at the Closing: (a) Seller KB Online Holdings shall deliverdeliver to BrainPlay and Toyco: (i) such assignments, bills of sale, consents and Parent other instruments, in form and substance satisfactory to BrainPlay, as shall cause Seller to deliverbe necessary in the reasonable judgment of BrainPlay, to Purchaser certificates representing all evidence (A) the Sharesassignment, free transfer, conveyance and clear delivery to Toyco of all Liensthe KB Online Assets and (B) the first installment of the KB Funding Obligation, accompanied by stock powers duly executed in blank or duly executed and sufficient instruments of transfer and bearing or accompanied by all requisite stock transfer tax stampsaccordance with the terms hereof; (bii) Purchaser shall deliver to Seller a counterpart of the Operating Agreement, duly executed counterparts of the Transition Services Agreement, the MLOA Reinsurance Agreement, the MLOA Trust Agreement and the Administrative Services Agreementby KB Online Holdings; (ciii) Except as set forth in Section 7.2 or Section 7.3, Parent and Seller shall deliver or cause to be delivered to Purchaser duly executed counterparts a counterpart of the Transition Services License Agreement, the MLOA Reinsurance Agreement, the MLOA Trust Agreement, the Administrative Services Agreement, the Retrocession Agreement, the Amended Arrangements (duly executed by each party theretoKB Online Holdings (or its designated Affiliate) and all documents, agreements and instruments pursuant to which (the Pre-Closing Transactions are effected (duly executed by each party thereto"Licensor"); (div) Except as set forth in Section 7.2, Section 7.3, Section 8.2 or Section 8.3, Parent, Seller and Purchaser shall, or shall cause their respective Affiliates to, execute and deliver such other agreements, instruments or documents as are necessary or appropriate to give effect to a counterpart of each of the transactions contemplated by this Supply Agreement and the Ancillary Agreements; andServices Agreement, each duly executed by KB Online Holdings (or its designated Affiliate); (ev) Purchaser final versions of Schedules 2.1(a) and 2.1(c), drafts of which shall pay be provided to Seller, by wire transfer of immediately available funds to an account or accounts designated by Seller at least 2 Business Days BrainPlay and Toyco not less than five business days prior to the Closing Date, an amount of cash equal ; and (vi) such further instruments and documents as may be necessary or appropriate to consummate the Purchase Price plus transactions contemplated herein. (b) BrainPlay will deliver to Toyco and KB Online Holdings: (i) such assignments, bills of sale, consents and other instruments, in form and substance satisfactory to KB Online Holdings, as shall be necessary in the amountreasonable judgment of KB Online Holdings, if anyto evidence the assignment, by which Estimated Closing Date Value exceeds Target Closing Date Value or minus transfer, conveyance and delivery to Toyco of the BrainPlay Assets, in accordance with the terms hereof; (ii) a counterpart of the amount, if any, by which Target Closing Date Value exceeds Estimated Closing Date Value. Purchaser shall pay the Ceding Commission to MLOA as set forth in the MLOA Reinsurance Assumption Agreement, subject duly executed by BrainPlay; (iii) a counterpart of the Operating Agreement, duly executed by BrainPlay; (iv) final versions of Schedules 2.2(a) and 4.17, drafts of which shall be provided to adjustment Toyco and KB Online Holdings not less than five business days prior to the Closing Date; (v) the audited balance sheet of BrainPlay as set forth thereinof March 31, 1999, and the related statements of income and cash flows for the year ended March 31, 1999; (vi) any updated Schedules to this Agreement to reflect matters arising since the date of this Agreement and prior to Closing which would have been required to have been disclosed pursuant hereto if the same had existed or occurred as of or prior to the date of this Agreement, drafts of which shall be provided to Toyco and KB Online Holdings not less than five business days prior to the Closing Date; and (vii) such further instruments and documents as may be necessary or appropriate to consummate the transactions contemplated herein. (c) Toyco will deliver to each of KB Online Holdings and BrainPlay: (i) a counterpart of the Assumption Agreement, duly executed by Toyco; (ii) a counterpart of the Operating Agreement, duly executed by Toyco; (iii) such further instruments and documents as may he necessary to consummate the transactions contemplated herein.

Transactions at Closing. Upon the terms and subject to the conditions and limitations set forth in this Agreement, at 8.1. At the Closing: (a) Seller shall deliver, and Parent shall cause Seller to deliver, to Purchaser certificates representing all the Shares, free and clear of all Liens, accompanied by stock powers duly executed in blank or duly executed and sufficient instruments of transfer and bearing or accompanied by all requisite stock transfer tax stamps; (b) Purchaser GSR shall deliver to Seller RTME: 8.1.1. certificates representing the Subscribed Shares, duly executed counterparts and validly issued as fully paid and non-assessable Shares and in compliance with and as directed by section 2.2 8.1.2. a certificate of an officer of GSR dated the date of the Transition Services Agreement, Closing certifying to the MLOA Reinsurance Agreement, the MLOA Trust Agreement best of his knowledge after due inquiry that at and the Administrative Services Agreement; (c) Except as set forth in Section 7.2 or Section 7.3, Parent and Seller shall deliver or cause to be delivered to Purchaser duly executed counterparts of the Transition Services Agreement, Closing the MLOA Reinsurance Agreement, the MLOA Trust Agreement, the Administrative Services Agreement, the Retrocession Agreement, the Amended Arrangements (duly executed by each party thereto) representations and warranties of GSR contained in this Agreement are true and correct and all documentscovenants, agreements and instruments pursuant to which the Pre-Closing Transactions are effected (duly executed by each party thereto); (d) Except as set forth in Section 7.2, Section 7.3, Section 8.2 or Section 8.3, Parent, Seller and Purchaser shall, or shall cause their respective Affiliates to, execute and deliver such other agreements, instruments or documents as are necessary or appropriate to give effect to the transactions contemplated conditions required by this Agreement to be performed or complied with by GSR prior to or at the Closing have been performed and complied with except as otherwise specifically agreed by RTME and containing such other information as counsel for RTME may reasonably request; 8.1.3. an opinion of Canadian counsel for GSR dated the Ancillary Agreementsdate of the Closing to the effect that: 8.1.3.1. the issue of the Subscribed Shares by GSR is exempt from the registration and prospectus requirements of the Securities Laws and no prospectus is required nor are any other documents required to be filed, proceedings taken or approvals, permits, consents or authorizations of regulatory authorities obtained under the Securities Laws to permit the offering, sale and delivery of the Subscribed Shares by GSR to RTME; 8.1.3.2. all requisite corporate proceedings have been taken by or on behalf of GSR to authorize the creation and issue of the Subscribed Shares and upon payment therefor, the Subscribed Shares will be duly and validly allotted and issued as fully paid and non-assessable shares in the capital of GSR; and (e) Purchaser 8.1.3.3. the Subscribed Shares will be subject to restrictions on resale for a 12 month period following Closing under applicable Securities Laws, but such securities will not be subject to any other restriction on resale, except that any sale by RTME of any of the Subscribed Shares which comprises a distribution from the holdings of a control person must be made in compliance with or on the basis of an exemption from the registration and prospectus requirements of the applicable Securities Laws. 8.2. In providing the foregoing opinions, GSR's counsel may rely on certificates of officers of GSR as to questions of fact. 8.3. At the Closing, RTME shall pay to Seller, GSR the Proceeds in consideration for the Subscribed Shares by the delivery of a cheque or cheques or by transfer of funds by wire transfer of immediately available funds to an account or accounts designated by Seller at least 2 Business Days prior to the Closing Date, an amount of cash equal to the Purchase Price plus (i) the amount, if any, by which Estimated Closing Date Value exceeds Target Closing Date Value or minus (ii) the amount, if any, by which Target Closing Date Value exceeds Estimated Closing Date Value. Purchaser shall pay the Ceding Commission to MLOA as set forth in the MLOA Reinsurance Agreement, subject to adjustment as set forth thereinamount thereof.

Transactions at Closing. Upon the terms and subject One (1) business day prior to the conditions and limitations set forth in this Agreement, at the ClosingClosing Date: (a) Seller shall deliver, and Parent shall cause Seller to deliver, to Purchaser certificates representing all the Shares, free and clear of all Liens, accompanied by stock powers duly executed in blank or duly executed and sufficient instruments of transfer and bearing or accompanied by all requisite stock transfer tax stamps; (b) Purchaser shall deliver to Seller duly executed counterparts of the Transition Services Agreement, the MLOA Reinsurance Agreement, the MLOA Trust Agreement and the Administrative Services Agreement; (c) Except as set forth in Section 7.2 or Section 7.3, Parent and Seller shall deliver or cause to be delivered to Purchaser Escrow Holder the following documents (collectively, the "Conveyance Documents") duly executed and acknowledged where appropriate: (i) A grant deed (the "Deed") conveying the Real Property and the Improvements, subject to the Permitted Exceptions, in the form attached hereto as Exhibit H; (ii) ▇▇▇▇ of Sale in the form set forth on Exhibit B attached hereto conveying the Personal Property to Purchaser; (iii) Two counterparts of the Transition Services AgreementAssignment and Assumption Agreement (the "Assignment") in the form set forth on Exhibit C attached hereto; (iv) Certificate of non-foreign status in the form set forth on Exhibit D attached hereto, to confirm that Purchaser is not required to withhold part of the MLOA Reinsurance AgreementPurchase Price pursuant to Section 1445 of the Internal Revenue Code of 1986, as amended, and a California form 590; (v) Original executed copy of the MLOA Trust AgreementLease; (vi) Information required by the Title Company to comply with the real estate reporting requirements set forth in Section 6045(e) of the Internal Revenue Code of 1986, as amended; (vii) Certificate confirming that the Administrative Services Agreementrepresentations and warranties of Seller under this Agreement remain true and correct in the form attached hereto as Exhibit L; (viii) Evidence as to the authority of the person or persons executing documents on behalf of the Seller reasonably acceptable to Purchaser and the Title Company; (ix) The Lease, equipment leases, commission agreements and service contracts, together with such leasing and property files and records necessary in connection with the Retrocession Agreementcontinuing day-to-day operation, leasing and maintenance of the Amended Arrangements Property; provided, however, that proprietary information of Seller not relevant to the ownership or operation of the Property shall not be included. For a period of three (3) years after the Closing, Purchaser shall allow Seller and its agents and representatives access without charge to all files, records and documents delivered to Purchaser at the Closing upon reasonable advance notice and at all reasonable times, to examine and make copies of any and all such files, records and documents, which right shall survive the Closing; (x) Affidavits as may be customarily and reasonably required by the Title Company, in a form reasonably acceptable to Seller; (xi) Closing Statement acceptable to Seller; and (xii) Such other documents as may be reasonably necessary and appropriate to complete the Closing of the transaction contemplated herein. (b) Purchaser shall deliver to Escrow Holder the following: (i) The Purchase Price as adjusted to reflect the Purchaser's share of closing costs, prorations and any fees as more particularly set forth in Section 4.3 below; (ii) Purchaser's Affidavit and Agreement in the form set forth on Exhibit E attached hereto; (iii) Two counterparts of a duly executed by each party theretoand acknowledged Assignment (as described in Section 4.2(a)(iii) and all documents, agreements and instruments pursuant to which the Pre-Closing Transactions are effected (duly executed by each party theretoabove); (div) Except as Information required by the Title Company to comply with the real estate reporting requirements set forth in Section 7.26045(i) of the Internal Revenue Code of 1986, Section 7.3as amended; (v) Evidence of the authority of the person or persons executing documents on behalf of Purchaser reasonably acceptable to Seller and the Title Company; (vi) Certificate confirming that the representations and warranties of Purchaser under this Agreement remain true and correct in the form attached hereto as Exhibit M; (vii) Closing Statement acceptable to Purchaser; (viii) Affidavits as may be customarily and reasonably required by the Title Company, Section 8.2 or Section 8.3in a form reasonably acceptable to Purchaser; and (ix) Such other documents as may be reasonably necessary and appropriate to complete the Closing of the transaction contemplated herein. (c) Seller and Purchaser shall execute a tenant notification letter to each tenant of the Property (the "Tenant Notification Letter") in the form attached hereto as Exhibit I, Parent, Seller and Purchaser shall, or shall within forty-eight (48) hours following the Closing, cause their respective Affiliates to, execute and deliver such other agreements, instruments or documents as are necessary or appropriate the Tenant Notification Letter to give effect be delivered to the transactions contemplated by this Agreement and the Ancillary Agreements; and (e) Purchaser shall pay to Seller, by wire transfer of immediately available funds to an account or accounts designated by Seller at least 2 Business Days prior to the Closing Date, an amount of cash equal to the Purchase Price plus (i) the amount, if any, by which Estimated Closing Date Value exceeds Target Closing Date Value or minus (ii) the amount, if any, by which Target Closing Date Value exceeds Estimated Closing Date Value. Purchaser shall pay the Ceding Commission to MLOA as set forth in the MLOA Reinsurance Agreement, subject to adjustment as set forth thereintenants.

Transactions at Closing. Upon the terms and subject At least one (1) Business Day prior to the conditions and limitations set forth in this Agreement, at the ClosingClosing Date: (a) Seller shall deliver, and Parent shall cause Seller to deliver, to Purchaser certificates representing all the Shares, free and clear of all Liens, accompanied by stock powers duly executed in blank or duly executed and sufficient instruments of transfer and bearing or accompanied by all requisite stock transfer tax stamps; (b) Purchaser shall deliver to Seller duly executed counterparts of the Transition Services Agreement, the MLOA Reinsurance Agreement, the MLOA Trust Agreement and the Administrative Services Agreement; (c) Except as set forth in Section 7.2 or Section 7.3, Parent and Seller shall deliver or cause to be delivered to Purchaser Escrow Holder the following documents (collectively, the “Conveyance Documents”) duly executed and acknowledged where appropriate: (i) A limited warranty deed (the “Deed”) conveying the Real Property and the Improvements, subject to the Permitted Exceptions, in the form attached hereto as Exhibit E; (ii) ▇▇▇▇ of Sale in the form set forth on Exhibit B attached hereto, conveying the Personal Property to Purchaser; (iii) Two counterparts of the Transition Services Assignment and Assumption Agreement (the “Assignment”) in the form set forth on Exhibit C attached hereto, conveying all interest of Seller as landlord in and to the Leases pertaining to the Real Property and Improvements as more specifically set forth on Schedule B to the Assignment and Assumption Agreement; and in and to any equipment leases, commission agreements and service contracts, as set forth on Schedules C, D and E, respectively, to the MLOA Reinsurance Assignment and Assumption Agreement; (iv) Certificate of non-foreign status in the form set forth on Exhibit D attached hereto, to confirm that Purchaser is not required to withhold part of the MLOA Trust AgreementPurchase Price pursuant to Section 1445 of the Internal Revenue Code of 1986, as amended; (v) Original executed copies of all Leases; provided, however, that the Administrative Services Agreementoriginal Leases shall be held at the Property for delivery to the Purchaser incident to the Closing; (vi) Information required by the Title Company to comply with the real estate reporting requirements set forth in Section 6045(e) of the Internal Revenue Code of 1986, as amended; (vii) Certificate confirming that the Retrocession Agreementrepresentations and warranties of Seller under this Agreement remain true and correct in the form attached hereto as Exhibit G; (viii) Evidence as to the authority of the person or persons executing documents on behalf of the Seller reasonably acceptable to Purchaser and the Title Company; (ix) The Service Contracts which survive Closing, as provided in Section 9.5 below, together with such leasing and property files and records pertaining to day-to-day operation, leasing and maintenance of the Amended Arrangements Property, to the extent such files and records are in the possession of Seller or Seller’s building manager; provided, however, that such documentation shall be held at the Property for delivery to the Purchaser incident to the Closing, and provided, further, that proprietary information of Seller not relevant to the ownership or operation of the Property shall not be included. Until the earlier to occur of (i) the sale of the Property by Purchaser, or (ii) the expiration of a period of three (3) years after the Closing, Purchaser shall allow Seller and its agents and representatives reasonable access without charge but without cost to Purchaser to all files, records and documents delivered to Purchaser at the Closing upon reasonable advance notice and at all reasonable times, to examine and make copies of any and all such files, records and documents, which right shall survive the Closing; (x) Affidavits as may be customarily and reasonably required by the Title Company, in form reasonably acceptable to Seller; (xi) Closing Statement acceptable to Seller; (xii) An updated Rent Roll in the same form as set forth as Schedule 4, certified by Seller as correct and complete as of the date of delivery thereof; (xiii) keys to all locks on the Real Property and Improvements in Seller’s or Seller’s building manager’s possession; and (xiv) Such other documents as may be reasonably necessary and appropriate to complete the Closing of the transaction contemplated herein. (b) Purchaser shall deliver to Escrow Holder the following: (i) The Purchase Price as adjusted in Section 2.3 above, and as further adjusted to reflect the Purchaser’s share of closing costs, and any fees as more particularly set forth in Section 4.3 below; (ii) Two counterparts of a duly executed by each party theretoand acknowledged Assignment (as described in Section 4.2(a)(iii) and all documents, agreements and instruments pursuant to which the Pre-Closing Transactions are effected (duly executed by each party theretoabove); (diii) Except as Information required by the Title Company to comply with the real estate reporting requirements set forth in Section 7.26045(i) of the Internal Revenue Code of 1986, Section 7.3as amended; (iv) Evidence of the authority of the person or persons executing documents on behalf of Purchaser reasonably acceptable to Seller and the Title Company; (v) Certificate confirming that the representations and warranties of Purchaser under this Agreement remain true and correct in the form attached hereto as Exhibit H; (vi) Closing Statement acceptable to Purchaser; (vii) Affidavits as may be customarily and reasonably required by the Title Company, Section 8.2 or Section 8.3in form reasonably acceptable to Purchaser; and (viii) Such other documents as may be reasonably necessary and appropriate to complete the Closing of the transaction contemplated herein. (c) Seller and Purchaser shall execute a tenant notification letter to all tenants under the Leases (the “Tenant Notification Letter”) in the form attached hereto as Exhibit F, Parent, Seller and Purchaser shall, or shall within forty-eight (48) hours following the Closing, cause their respective Affiliates to, execute and deliver the Tenant Notification Letter to be delivered to such other agreements, instruments or documents as are necessary or appropriate to give effect to the transactions contemplated by this Agreement and the Ancillary Agreements; and (e) Purchaser shall pay to Seller, by wire transfer of immediately available funds to an account or accounts designated by Seller at least 2 Business Days prior to the Closing Date, an amount of cash equal to the Purchase Price plus (i) the amount, if any, by which Estimated Closing Date Value exceeds Target Closing Date Value or minus (ii) the amount, if any, by which Target Closing Date Value exceeds Estimated Closing Date Value. Purchaser shall pay the Ceding Commission to MLOA as set forth in the MLOA Reinsurance Agreement, subject to adjustment as set forth thereintenants.

Transactions at Closing. Upon On the terms and subject Closing Date, the following transactions shall occur, all of such transactions being deemed to the conditions and limitations set forth in this Agreement, at the Closingoccur simultaneously: (a) Seller shall the Acquiree and the Acquiree Shareholders will deliver, and Parent shall or cause Seller to deliverbe delivered, to Purchaser RCM the following: (i) stock certificates representing all the SharesAcquiree Shares being surrendered hereunder, free and clear of all Liens, accompanied by duly endorsed with stock powers duly executed attached in blank or duly executed and sufficient instruments of transfer and bearing or accompanied by all requisite stock transfer tax stampsblank; (bii) Purchaser shall deliver to Seller duly executed counterparts all corporate records of the Transition Services AgreementAcquiree, including without limitation corporate minute books (which shall contain copies of the MLOA Reinsurance AgreementArticles of Incorporation and Bylaws, as amended to the MLOA Trust Agreement Closing Date), stock books, stock transfer books, corporate seals; and such other corporate books and records as may reasonably be requested by RCM and its counsel; (iii) a certificate executed by the Acquiree and the Administrative Services Acquiree Shareholders to the effect that all representations and warranties made by the Acquiree and the Acquiree Shareholders under this Agreement are true and correct as of the Closing Date, as though originally given to RCM on said date; (iv) a certificate of existence for the Acquiree from the Secretary of the State of New Hampshire, dated at or about the Closing Date, to the effect that such corporation is in good standing under the laws of such state; (v) an incumbency certificate for the Acquiree signed by all of the officers thereof dated at or about the Closing Date; (vi) certified Articles of Incorporation of the Acquiree dated at or about the Closing Date and a copy of the Bylaws of the Acquiree certified by the Secretary of the Acquiree dated at or about the Closing Date; (vii) certified resolutions from the Secretary of the Acquiree dated at or about the Closing Date authorizing the transactions contemplated under this Agreement; (cviii) Except as set forth the Registration Rights Agreement described in Section 7.2 or Section 7.3, Parent and Seller shall deliver or cause to be delivered to Purchaser duly executed counterparts Exhibit "A" signed by each of the Transition Services Agreement, the MLOA Reinsurance Agreement, the MLOA Trust Agreement, the Administrative Services Agreement, the Retrocession Agreement, the Amended Arrangements (duly executed by each party thereto) and all documents, agreements and instruments pursuant to which the Pre-Closing Transactions are effected (duly executed by each party thereto)Acquiree Shareholders; (dix) Except as set forth in Section 7.2, Section 7.3, Section 8.2 or Section 8.3, Parent, Seller the Escrow Agreement signed by the Acquiree Shareholders and Purchaser shall, or shall cause their respective Affiliates to, execute and deliver such other agreements, instruments or documents as are necessary or appropriate to give effect to the transactions contemplated by this Agreement and the Ancillary Agreements; andRCM; (ex) Purchaser shall pay to Seller, an Employment Agreement described in Exhibit "B" signed by wire transfer of immediately available funds to ▇▇▇▇▇▇▇ ▇. ▇'▇▇▇▇▇ and RCM; (xi) an account or accounts designated Employment Agreement described in Exhibit "C" signed by Seller at least 2 Business Days prior to the Closing Date, an amount of cash equal to the Purchase Price plus (i) the amount, if any, by which Estimated Closing Date Value exceeds Target Closing Date Value or minus (ii) the amount, if any, by which Target Closing Date Value exceeds Estimated Closing Date Value▇▇▇▇▇▇▇ ▇. Purchaser shall pay the Ceding Commission to MLOA as set forth in the MLOA Reinsurance Agreement, subject to adjustment as set forth therein.▇▇▇▇▇▇▇ and RCM;

Transactions at Closing. Upon the terms and subject to the conditions and limitations set forth in this Agreement, The following actions shall occur at the Closing: (a) Seller shall deliverexecute, acknowledge, and Parent shall cause Seller deliver to deliver, to Purchaser certificates representing all Buyer the Shares, free and clear instrument of all Liens, accompanied by stock powers duly executed conveyance in blank or duly executed and sufficient instruments of transfer and bearing or accompanied by all requisite stock transfer tax stampsthe form as set forth in Exhibit H conveying the Subject Assets; (b) Purchaser Seller and Buyer shall execute and deliver a preliminary closing statement that shall set forth the Base Purchase Price, each adjustment to Seller duly executed counterparts of the Transition Services Base Purchase Price under this Agreement, and the MLOA Reinsurance calculation of such adjustments used to determine such amount under this Agreement, the MLOA Trust Agreement and the Administrative Services Agreementfinal Purchase Price, in the form as set forth in Exhibit K, Form of Preliminary Closing Statement; (c) Except as set forth in Section 7.2 Seller shall deliver to Buyer originals (to the extent available) or Section 7.3copies of those Records pertaining exclusively to the Subject Assets (copies of which Seller shall be entitled to retain), Parent and Seller shall deliver or cause to be delivered Buyer copies, but shall retain any originals, of those Records which relate to Purchaser duly executed counterparts of both the Transition Services Agreement, Subject Assets and the MLOA Reinsurance Agreement, the MLOA Trust Agreement, the Administrative Services Agreement, the Retrocession Agreement, the Amended Arrangements (duly executed by each party thereto) and all documents, agreements and instruments pursuant to which the Pre-Closing Transactions are effected (duly executed by each party thereto)Excluded Assets; (d) Except Seller shall deliver to Buyer (i) a certificate stating that the representations of Seller contained in Section 7 are true and correct, in all material respects, as of the Closing Date and that Seller has performed, in all material aspects, all covenants and agreements to be performed by Seller hereunder at or prior to Closing, (ii) a “non-foreign person” affidavit in the form as set forth in Exhibit I, and (iii) executed letters-in-lieu or other appropriate transfer orders for each of the operators of the Subject Assets; (e) Buyer shall deliver to Seller a certificate stating that the representations of Buyer contained in Section 7.28 are true and correct, Section 7.3in all material respects, Section 8.2 or Section 8.3as of the Closing Date, Parentand that Buyer has performed, Seller in all material aspects, all covenants and Purchaser shallagreements to be performed by Buyer hereunder, or shall cause their respective Affiliates including, but not limited to, execute and the covenant set forth in Section 9(c), at or prior to Closing; (f) Seller shall deliver such to Buyer possession of the Subject Assets, subject to any applicable operating agreements or other agreements, instruments or documents as are necessary or appropriate to give effect to related agreements affecting the transactions contemplated by this Agreement and the Ancillary AgreementsSubject Assets; and (eg) Purchaser Buyer and Escrow Agent shall pay deliver to Seller, Seller cash by wire transfer of immediately available funds in the amount of the Purchase Price to an account or accounts designated in writing by Seller at least 2 Business Days prior to the Closing Date, an amount of cash equal to the Purchase Price plus (i) the amount, if any, by which Estimated Closing Date Value exceeds Target Closing Date Value or minus (ii) the amount, if any, by which Target Closing Date Value exceeds Estimated Closing Date Value. Purchaser shall pay the Ceding Commission to MLOA as set forth in the MLOA Reinsurance Agreement, subject to adjustment as set forth thereinSeller.

Transactions at Closing. Upon the terms and subject to the conditions and limitations set forth in this Agreement, at (a) At the Closing, Seller shall deliver or shall cause to be delivered to Buyer the following: (ai) all such bills of sale, certificates of title and other instruments of assignment or transfer with respect to the Acquired Assets as Buyer may reasonably request and as may be necessary to vest in Buyer all of the Seller's right, title and interest in and to the Acquired Assets; (ii) the Escrow Agreement; (iii) the Lease; (iv) the officer's certificate referred to in Section 9.2(f) hereof; (v) the legal opinion referred to in Section 9.2(g) hereof; (vi) the lock-up agreement referred to in Section 9.2(h) hereof; (vii) all third party consents required to consummate the transactions contemplated hereby as referred to in Section 9.2(d) hereof; and (viii) any Schedules (supplemented as necessary) required to be delivered by Seller to Buyer under the terms of this Agreement. (b) At the Closing, Buyer shall deliver, and Parent deliver or shall cause to be delivered to Seller the following: (i) the Cash Consideration by wire transfer to Seller to deliver, an account designated by Seller two (2) business days prior to Purchaser the Closing Date; (ii) the stock certificates representing all the Share Consideration less the Escrowed Shares, duly endorsed in blank, free and clear of all Liens, accompanied by stock powers duly executed in blank or duly executed and sufficient instruments of transfer and bearing or accompanied by all requisite stock transfer tax stampsEncumbrances; (biii) Purchaser shall deliver to Seller duly executed counterparts of the Transition Services Agreement, the MLOA Reinsurance Agreement, the MLOA Trust Agreement and the Administrative Services Escrow Agreement; (civ) Except as set forth the Lease; (v) the officer's certificate referred to in Section 7.2 or 9.3(f) hereof; (vi) the legal opinion referred to in Section 7.3, Parent and Seller shall deliver or cause 9.3(g) hereof; (vii) all third party consents required to be delivered consummate the transactions contemplated hereby as referred to Purchaser duly executed counterparts of the Transition Services Agreement, the MLOA Reinsurance Agreement, the MLOA Trust Agreement, the Administrative Services Agreement, the Retrocession Agreement, the Amended Arrangements (duly executed by each party thereto) and all documents, agreements and instruments pursuant to which the Pre-Closing Transactions are effected (duly executed by each party theretoin Section 9.3(d); (dviii) Except any Schedules (supplemented as set forth in Section 7.2, Section 7.3, Section 8.2 or Section 8.3, Parent, necessary) required to be delivered by Buyer to Seller and Purchaser shall, or shall cause their respective Affiliates to, execute and deliver such other agreements, instruments or documents as are necessary or appropriate to give effect to under the transactions contemplated by terms of this Agreement and the Ancillary AgreementsAgreement; and (eix) Purchaser shall pay to Seller, by wire transfer all such instruments of immediately available funds to an account or accounts designated by Seller at least 2 Business Days prior assumption with respect to the Assumed Liabilities as Seller may reasonably request. (c) At the Closing Dateor as promptly as practicable thereafter and subject to Buyer having met applicable security requirements under applicable law, an amount Seller shall deliver all such keys, locks, safe combinations, security system codes and other similar items as Seller possesses for Buyer to obtain full occupation and control of cash equal the Acquired Assets and access to the Purchase Price plus (i) the amount, if any, by which Estimated Closing Date Value exceeds Target Closing Date Value or minus (ii) the amount, if any, by which Target Closing Date Value exceeds Estimated Closing Date Value. Purchaser shall pay the Ceding Commission to MLOA as set forth in the MLOA Reinsurance Agreement, premises subject to adjustment as set forth thereinthe Lease.

Transactions at Closing. Upon the terms and subject One (1) Business Day prior to the conditions and limitations set forth in this Agreement, at the ClosingClosing Date: (a) Seller shall deliver, and Parent shall cause Seller to deliver, to Purchaser certificates representing all the Shares, free and clear of all Liens, accompanied by stock powers duly executed in blank or duly executed and sufficient instruments of transfer and bearing or accompanied by all requisite stock transfer tax stamps; (b) Purchaser shall deliver to Seller duly executed counterparts of the Transition Services Agreement, the MLOA Reinsurance Agreement, the MLOA Trust Agreement and the Administrative Services Agreement; (c) Except as set forth in Section 7.2 or Section 7.3, Parent and Seller shall deliver or cause to be delivered to Purchaser Escrow Holder the following documents (collectively, the "Conveyance Documents") duly executed and acknowledged where appropriate: (i) A special warranty deed (the "Deed") conveying the Real Property and the Improvements, subject to the Permitted Exceptions, in the form attached hereto as Exhibit F; (ii) ▇▇▇▇ of Sale in the form set forth on Exhibit B attached hereto conveying the Personal Property to Purchaser; (iii) Two counterparts of the Transition Services Assignment and Assumption Agreement (the "Assignment") in the form set forth on Exhibit C attached hereto, conveying all interest of Seller as landlord in and to the Leases pertaining to the Real Property and Improvements as more specifically set forth on Schedule B to the Assignment and Assumption Agreement; and in and to any equipment leases, the MLOA Reinsurance Agreement, the MLOA Trust Agreement, the Administrative Services Agreement, the Retrocession Agreement, the Amended Arrangements (duly executed by each party thereto) and all documents, commission agreements and instruments pursuant service contracts, as set forth on Schedules C, D and E, respectively, to which the Pre-Closing Transactions are effected (duly executed by each party thereto)Assignment and Assumption Agreement; (div) Except Certificate of non-foreign status in the form set forth on Exhibit D attached hereto, to confirm that Purchaser is not required to withhold part of the Purchase Price pursuant to Section 1445 of the Internal Revenue Code of 1986, as amended; (v) Original executed copies of all Leases; provided, however, that the original Leases shall be held at the Property for delivery to the Purchaser incident to the Closing; (vi) Information required by the Title Company to comply with the real estate reporting requirements set forth in Section 7.26045(e) of the Internal Revenue Code of 1986, as amended; (vii) Certificate confirming that the representations and warranties of Seller under this Agreement remain true and correct in the form attached hereto as Exhibit J; (viii) Evidence as to the authority of the person or persons executing documents on behalf of the Seller reasonably acceptable to Purchaser and the Title Company; (ix) The Service Contracts which survive Closing, as provided in Section 7.39.5 below, Section 8.2 together with leasing and property files and records pertaining to day-to-day operation, leasing and maintenance of the Property, to the extent such files and records are in the possession or Section 8.3control of Seller or agents of Seller, Parent, and all personal property owned by Seller and used in connection with the operation and/or maintenance of the Property (including all keys to the Property); provided, however, that such documentation and other personal property shall be held at the Property for delivery to the Purchaser shallincident to the Closing, and provided, further, that proprietary information of Seller not relevant to the ownership or operation of the Property shall not be included. Until the earlier to occur of (i) the sale of the Property by Purchaser, or (ii) the expiration of a period of one (1) year after the Closing, Purchaser shall cause their respective Affiliates toallow Seller and its agents and representatives access without charge to all files, execute records and deliver documents delivered to Purchaser at the Closing upon reasonable advance notice and at all reasonable times, to examine and make copies of any and all such other agreementsfiles, instruments or documents records and documents, which right shall survive the Closing; (x) Affidavits as are necessary or appropriate may be customarily and reasonably required by the Title Company, in form reasonably acceptable to give effect Seller; (xi) Closing Statement acceptable to Seller; (xii) An updated Rent Roll in the transactions contemplated same form as set forth as Exhibit L, certified by this Agreement Seller as correct and complete as of the Ancillary Agreementsdate of delivery thereof; and (exiii) Such other documents as may be reasonably necessary and appropriate to complete the Closing of the transaction contemplated herein. (b) Purchaser shall pay deliver to Seller, by wire transfer of immediately available funds to an account or accounts designated by Seller at least 2 Business Days prior to Escrow Holder the Closing Date, an amount of cash equal to the Purchase Price plus following: (i) The Purchase Price as adjusted in Section 2.3 above, and as further adjusted to reflect the amountPurchaser's share of closing costs, if any, by which Estimated Closing Date Value exceeds Target Closing Date Value or minus (ii) the amount, if any, by which Target Closing Date Value exceeds Estimated Closing Date Value. Purchaser shall pay the Ceding Commission to MLOA and any fees as more particularly set forth in the MLOA Reinsurance Agreement, subject to adjustment as set forth therein.Section 4.3 below;

Transactions at Closing. Upon the terms and subject to the conditions and limitations set forth in this Agreement, at At the Closing, each of the following transactions shall occur: (a) Seller shall deliverdeliver to Purchaser the following: (i) this Asset Purchase Agreement executed by Seller; (ii) a ▇▇▇▇ of sale substantially in the form set forth as Exhibit 9.2(a)(ii) (the “▇▇▇▇ of Sale”) for all of the Assets that are tangible personal property, duly executed by Seller, and Parent such other good and sufficient instruments of conveyance, transfer and assignment (in form and substance reasonably acceptable to Purchaser) as shall cause Seller be necessary to deliver, vest Purchaser good and valid title to Purchaser certificates representing all the Shares, Assets free and clear of all Liens, accompanied by stock powers duly executed in blank or duly executed and sufficient instruments of transfer and bearing or accompanied by all requisite stock transfer tax stampsEncumbrances; (biii) Purchaser shall deliver to Seller duly executed counterparts an assignment of all of the Transition Services Agreement, Assets that are intangible personal property substantially in the MLOA Reinsurance Agreement, the MLOA Trust Agreement and the Administrative Services Agreement; (c) Except as form set forth in Section 7.2 or Section 7.3as Exhibit 9.2(a)(iii), Parent which assignment shall also contain Purchaser’s undertaking and Seller shall deliver or cause to be delivered to Purchaser duly executed counterparts assumption of the Transition Services AgreementAssumed Liabilities, the MLOA Reinsurance Agreement, the MLOA Trust Agreement, the Administrative Services Agreement, the Retrocession Agreement, the Amended Arrangements (duly executed by each party thereto) Seller (the “Assignment and all documents, agreements and instruments pursuant to which the Pre-Closing Transactions are effected (duly executed by each party theretoAssumption Agreement”); (div) Except as a noncompetition agreement between Purchaser and each of Seller and Shareholder, substantially, in the form set forth in Section 7.2as Exhibit 9.2(a)(iv), Section 7.3, Section 8.2 or Section 8.3, Parent, executed by Seller and Shareholder (the “Noncompetition Agreement”); (v) assignment agreements substantially in the forms set forth as Exhibit 9.2(a)(v) assigning all of the Assets that are Intellectual Property to Purchaser shall(the “IP Assignment Agreements”); (vi) an assignment of lease agreement substantially in the form of Exhibit 9.2(a)(vi) related to the Hartland, Wisconsin office space of the PPS Business (the “Assignment of Lease”); (vii) a lease agreement substantially in the form of Exhibit 9.2(a)(vii) related to the Darien, Illinois office space of the PPS Business (the “Lease”); (viii) a transition services agreement substantially in the form of Exhibit 9.2(a)(viii) (the “Transition Services Agreement”) executed by Seller; (ix) a card program agreement substantially in the form of Exhibit 9.2(a)(ix) (the “Interim Card Program Agreement”) executed by Seller; (x) the Escrow Agreement executed by Seller; (xi) a certificate executed by Seller as to the accuracy of their representations and warranties as of the date of this Agreement and as of the Closing in accordance with Section 7.1 and as to their compliance with and performance of their covenants and obligations to be performed or shall cause their respective Affiliates tocomplied with at or before the Closing in accordance with Section 7.2 (the “Seller Certificate”); (xii) a certificate of the Secretary of Seller (a) certifying, execute as complete and deliver such other agreementsaccurate as of the Closing, instruments attached copies of the governing documents of Seller, (b) certifying and attaching all requisite resolutions or documents as are necessary or appropriate to give effect to actions of Seller’s board of directors and approving the execution and delivery of this Agreement, the consummation of the transactions contemplated by herein, and (c) certifying to the incumbency and signatures of the officers of Seller executing this Agreement and the Ancillary Agreementsother Transaction Documents (the “Officer’s Certificate”); (xiii) physical possession of the Assets where located; (xiv) a credit agreement related to the advancing of funds in connection with the Sony Client relationship of the PPS Business, substantially in the form of Exhibit 9.2(a)(xiv) (the “Credit Agreement”), executed by Seller; (xv) an estimated balance sheet (the “Estimated Balance Sheet”) of the PPS Business as of the close of business on the Closing Date but delivered One (1) business day prior to the Closing; and (exvi) Purchaser shall pay to Sellersuch other evidence of the performance of all covenants and satisfaction of all conditions required of Seller by this Agreement, by wire transfer of immediately available funds to an account at or accounts designated by Seller at least 2 Business Days prior to the Closing DateClosing, an amount of cash equal to the Purchase Price plus (i) the amount, if any, by which Estimated Closing Date Value exceeds Target Closing Date Value as Purchaser or minus (ii) the amount, if any, by which Target Closing Date Value exceeds Estimated Closing Date Value. Purchaser shall pay the Ceding Commission to MLOA as set forth in the MLOA Reinsurance Agreement, subject to adjustment as set forth thereinits counsel may reasonably require.

Transactions at Closing. Upon the terms and subject At least one (1) Business Day prior to the conditions and limitations set forth in this Agreement, at the ClosingClosing Date: (a) Seller shall deliver, and Parent shall cause Seller to deliver, to Purchaser certificates representing all the Shares, free and clear of all Liens, accompanied by stock powers duly executed in blank or duly executed and sufficient instruments of transfer and bearing or accompanied by all requisite stock transfer tax stamps; (b) Purchaser shall deliver to Seller duly executed counterparts of the Transition Services Agreement, the MLOA Reinsurance Agreement, the MLOA Trust Agreement and the Administrative Services Agreement; (c) Except as set forth in Section 7.2 or Section 7.3, Parent and Seller shall deliver or cause to be delivered to Purchaser Escrow Holder the following documents (collectively, the “Conveyance Documents”) duly executed and acknowledged where appropriate: (i) A grant deed (the “Deed”) conveying the Real Property and the Improvements, subject to the Permitted Exceptions, in the form attached hereto as Exhibit E; (ii) ▇▇▇▇ of Sale in the form set forth on Exhibit B attached hereto, conveying the Personal Property to Purchaser; (iii) Two counterparts of the Transition Services Assignment and Assumption Agreement (the “Assignment”) in the form set forth on Exhibit C attached hereto, conveying all interest of Seller as landlord in and to the Leases pertaining to the Real Property and Improvements as more specifically set forth on Schedule B to the Assignment and Assumption Agreement; and in and to any equipment leases, commission agreements and service contracts, as set forth on Schedules C, D and E, respectively, to the MLOA Reinsurance Assignment and Assumption Agreement; (iv) Certificate of non-foreign status in the form set forth on Exhibit D attached hereto, to confirm that Purchaser is not required to withhold part of the MLOA Trust AgreementPurchase Price pursuant to Section 1445 of the Internal Revenue Code of 1986, as amended; (v) Original executed copies of all Leases; provided, however, that the Administrative Services Agreementoriginal Leases shall be held at the Property for delivery to the Purchaser incident to the Closing; (vi) Information required by the Title Company to comply with the real estate reporting requirements set forth in Section 6045(e) of the Internal Revenue Code of 1986, as amended, and a certificate in the Retrocession Agreementform required by law confirming that Seller is not a “nonresident” requiring withholding of any portion of the Purchase Price within the meaning of the California Revenue and Taxation Code; (vii) Certificate confirming that the representations and warranties of Seller under this Agreement remain true and correct in the form attached hereto as Exhibit G; (viii) Evidence as to the authority of the person or persons executing documents on behalf of the Seller reasonably acceptable to Purchaser and the Title Company; (ix) The Service Contracts which survive Closing, as provided in Section 9.5 below, together with such leasing and property files and records pertaining to day-to-day operation, leasing and maintenance of the Amended Arrangements Property, to the extent such files and records are in the possession of Seller or Seller’s building manager; provided, however, that such documentation shall be held at the Property for delivery to the Purchaser incident to the Closing, and provided, further, that proprietary information of Seller not relevant to the ownership or operation of the Property shall not be included. Until the earlier to occur of (i) the sale of the Property by Purchaser, or (ii) the expiration of a period of three (3) years after the Closing, Purchaser shall allow Seller and its agents and representatives reasonable access without charge but without cost to Purchaser to all files, records and documents delivered to Purchaser at the Closing upon reasonable advance notice and at all reasonable times, to examine and make copies of any and all such files, records and documents, which right shall survive the Closing; (x) Affidavits as may be customarily and reasonably required by the Title Company, in form reasonably acceptable to Seller; (xi) Closing Statement acceptable to Seller; (xii) An updated Rent Roll in the same form as set forth as Schedule 4, certified by Seller as correct and complete as of the date of delivery thereof; (xiii) keys to all locks on the Real Property and Improvements in Seller’s or Seller’s building manager’s possession; and (xiv) Such other documents as may be reasonably necessary and appropriate to complete the Closing of the transaction contemplated herein. (b) Purchaser shall deliver to Escrow Holder the following: (i) The Purchase Price as adjusted in Section 2.3 above, and as further adjusted to reflect the Purchaser’s share of closing costs, and any fees as more particularly set forth in Section 4.3 below; (ii) Two counterparts of a duly executed by each party theretoand acknowledged Assignment (as described in Section 4.2(a)(iii) and all documents, agreements and instruments pursuant to which the Pre-Closing Transactions are effected (duly executed by each party theretoabove); (diii) Except as Information required by the Title Company to comply with the real estate reporting requirements set forth in Section 7.26045(i) of the Internal Revenue Code of 1986, Section 7.3as amended; (iv) Evidence of the authority of the person or persons executing documents on behalf of Purchaser reasonably acceptable to Seller and the Title Company; (v) Certificate confirming that the representations and warranties of Purchaser under this Agreement remain true and correct in the form attached hereto as Exhibit H; (vi) Closing Statement acceptable to Purchaser; (vii) Affidavits as may be customarily and reasonably required by the Title Company, Section 8.2 or Section 8.3in form reasonably acceptable to Purchaser; and (viii) Such other documents as may be reasonably necessary and appropriate to complete the Closing of the transaction contemplated herein. (c) Seller and Purchaser shall execute a tenant notification letter to all tenants under the Leases (the “Tenant Notification Letter”) in the form attached hereto as Exhibit F, Parent, Seller and Purchaser shall, or shall within forty-eight (48) hours following the Closing, cause their respective Affiliates to, execute and deliver the Tenant Notification Letter to be delivered to such other agreements, instruments or documents as are necessary or appropriate to give effect to the transactions contemplated by this Agreement and the Ancillary Agreements; and (e) Purchaser shall pay to Seller, by wire transfer of immediately available funds to an account or accounts designated by Seller at least 2 Business Days prior to the Closing Date, an amount of cash equal to the Purchase Price plus (i) the amount, if any, by which Estimated Closing Date Value exceeds Target Closing Date Value or minus (ii) the amount, if any, by which Target Closing Date Value exceeds Estimated Closing Date Value. Purchaser shall pay the Ceding Commission to MLOA as set forth in the MLOA Reinsurance Agreement, subject to adjustment as set forth thereintenants.

Transactions at Closing. Upon At the terms Closing (the “Closing Date”), the following transactions shall occur, which transactions shall be deemed to take place simultaneously and subject no transaction shall be deemed to the conditions have been completed or any document delivered until all such transactions have been completed and limitations set forth in this Agreement, at the Closingall required documents delivered: (a) The Seller shall deliverdeliver to the Purchasers the following documents: (i) Duly executed share transfer deeds with respect to the transfer of all the Shares to the Purchasers, in the forms attached hereto as Schedule 3(a)(i); (ii) True and Parent shall cause Seller to delivercorrect copy of a resolution of the Board of Directors of the Seller, to Purchaser certificates representing all substantially in the form attached hereto as Schedule 3(a)(ii), approving this Transfer Agreement, the sale of the Shares, free the release of claims and clear the other transactions contemplated hereby; (iii) A written notice to the Company, and to Meitav Benefits Ltd. (the trustee administering the Shares), notifying of all Liensthe sale and purchase hereunder and requesting the amendment of the shareholders register of the Company and the trustee; (iv) A certificate, accompanied by stock powers duly executed by the chief executive officer of the Seller, dated as of the date of the Closing, in blank the form attached hereto as Schedule 3(a)(iv) confirming that the representations and warranties made by the Seller in Section 4 are true and correct when made and are true and correct on and as of the Closing Date, as though made on the Closing Date, and that the Seller has performed all obligations required under this Transfer Agreement to be performed by it on or duly executed before the Closing; (v) A signed agreement for termination of the shareholders agreement entered into between Seller and sufficient instruments of transfer and bearing or accompanied by all requisite stock transfer tax stampsPlan B Ventures I, LLC, dated November 25, 2010 (the “Shareholders Agreement”), in the form attached hereto as Schedule 3(a)(vi); (b) Each Purchaser shall deliver to the Seller duly the following documents: (i) Duly executed counterparts share transfer deeds with respect to the transfer of the Transition Services AgreementShares to the Purchaser, in the MLOA Reinsurance Agreement, forms attached hereto as Schedule 3(a)(i); (ii) A copy of an executed Undertaking towards the MLOA Trust Israeli Chief Scientist ("OCS") in accordance with Section 5(e) below. (iii) A signed agreement for termination of the Shareholders Agreement and in the Administrative Services Agreement;form attached hereto as Schedule 3(a)(vi). (c) Except as set forth The Aggregate Purchase Price shall be paid by Purchasers in Section 7.2 or Section 7.3, Parent and Seller shall deliver or cause to be delivered to Purchaser duly executed counterparts of the Transition Services Agreement, the MLOA Reinsurance Agreement, the MLOA Trust Agreement, the Administrative Services Agreement, the Retrocession Agreement, the Amended Arrangements (duly executed by each party thereto) and all documents, agreements and instruments pursuant to which the Pre-Closing Transactions are effected (duly executed by each party thereto); (d) Except as set forth in Section 7.2, Section 7.3, Section 8.2 or Section 8.3, Parent, Seller and Purchaser shall, or shall cause their respective Affiliates to, execute and deliver such other agreements, instruments or documents as are necessary or appropriate to give effect to the transactions contemplated by this Agreement and the Ancillary Agreements; and (e) Purchaser shall pay to Selleraccordance with Exhibit A, by wire transfer of immediately available funds to an account or accounts designated by Seller at least 2 Business Days prior to the Closing Date, an amount of cash equal to the Purchase Price plus (i) the amount, if any, by which Estimated Closing Date Value exceeds Target Closing Date Value or minus (ii) the amount, if any, by which Target Closing Date Value exceeds Estimated Closing Date Value. Purchaser shall pay the Ceding Commission to MLOA as set forth in the MLOA Reinsurance Agreement, subject to adjustment as set forth thereinand upon the occurrence of all of the above.