Common use of Actions at the Closing Clause in Contracts

Actions at the Closing. At the Closing: (a) the Company shall deliver to the Buyer and the Acquisition Subsidiary the various certificates, instruments and documents referred to in Section 5.1; (b) the Buyer and the Acquisition Subsidiary shall deliver to the Company the various certificates, instruments and documents referred to in Section 5.2; (c) the Surviving Corporation shall file the Certificate of Merger with the Secretary of State of the State of Delaware and the Articles of Merger with the Department; (d) each of the stockholders of record of the Company immediately prior to the Effective Time (the "Stockholders") shall deliver to the Buyer the certificate(s) representing his Common Shares (as defined below); (e) the Buyer shall pay to each Stockholder by wire transfer to the account designated in writing by such Stockholder the cash into which his Common Shares are converted pursuant to Section 1.5, and the Buyer shall instruct the transfer agent for the Buyer's common stock, $.01 par value per share ("Buyer Common Stock"), to deliver certificates for the Initial Shares (as defined below) to each Stockholder in accordance with Section 1.5 at the Closing; and (f) the Buyer, Devix X. Xxxxxx, xx his capacity as indemnification representative for the Stockholders (the "Indemnification Representative"), and United States Trust Company (the "Escrow Agent") shall execute and deliver an Escrow Agreement in the form attached hereto as Exhibit A (the "Escrow Agreement"), the Stockholders shall deliver to the Escrow Agent the Escrow LC (as defined below) and blank stock powers (as described in Section 1.8), and the Buyer shall instruct the transfer agent for the Buyer Common Stock to deliver to the Escrow Agent a certificate for the Escrow Shares (as defined below) being placed in escrow on the Closing Date pursuant to Section 1.8.

Actions at the Closing. At the Closing: (a) the Company shall deliver to the Buyer and the Acquisition Transitory Subsidiary the various certificates, instruments and documents referred to in Section 5.15.2; (b) the Buyer and the Acquisition Transitory Subsidiary shall deliver to the Company the various certificates, instruments and documents referred to in Section 5.25.3; (c) the Surviving Corporation shall file the Certificate of Merger with the Secretary of State of the State of Delaware and the Articles Certificate of Merger with the DepartmentMerger; (d) the MRA Recipients shall each of the stockholders of record of the Company immediately prior to the Effective Time (the "Stockholders") shall deliver to the Buyer a general release of claims substantially in the certificate(sform attached hereto as Exhibit D and the Buyer or Surviving Corporation (i) representing shall, in accordance with the Company’s typical payroll practices, pay pursuant to a special payroll set up to run within forty-eight (48) hours of the Closing to each of the MRA Retention Recipients such individual’s MRA Retention Recipient Initial Payment and to the MRA Employee Recipient his Common Shares MRA Employee Recipient Initial Payment, in each case subject to applicable tax withholding, and (as defined below);ii) shall remit (by wire transfer, according to instructions sent in writing to the Buyer prior to the Closing) to the MRA Non-Employee Recipient such individual’s MRA Non-Employee Recipient Initial Payment. (e) the Buyer or the Surviving Corporation, either by wire or by check, according to instructions sent in writing to the Buyer prior to the Closing, shall pay remit to each Series A-1 Preferred Stockholder by wire transfer to who has delivered as of the account designated Closing Date the proper documentation set forth in writing by such Stockholder Section 1.7, including a letter of transmittal in substantially the cash into which his Common Shares are converted pursuant to Section 1.5, and form attached hereto as Exhibit E (the Buyer shall instruct the transfer agent for the Buyer's common stock, $.01 par value per share ("Buyer Common Stock"“Letter of Transmittal”), to deliver certificates for such Indemnifying Stockholder’s portion of the Initial Shares (as defined below) to each Stockholder Purchase Price in accordance with Section 1.5 at the Closing1.7; and (f) the Buyer, Devix X. Xxxxxx, xx his capacity as indemnification representative for the Stockholders (Indemnification Representatives and the "Indemnification Representative"), and United States Trust Company (the "Escrow Agent") Agent shall execute and deliver an the Escrow Agreement in and the form attached hereto as Exhibit A (the "Escrow Agreement"), the Stockholders Buyer shall deliver to deposit with the Escrow Agent the Escrow LC (as defined below) and blank stock powers (as described amounts set forth in Section 1.81.9(a), and . (g) the Buyer Company shall instruct the transfer agent for the Buyer Common Stock to deliver a flow of funds memorandum in a form acceptable to the Escrow Agent a certificate for the Escrow Shares (as defined below) being placed in escrow on the Closing Date pursuant to Section 1.8Buyer.

Actions at the Closing. At the Closing: (a) the Company shall deliver to the Buyer Parent and the Acquisition Subsidiary Newco the various certificates, instruments and documents referred to in Section 5.17.1; (b) the Buyer Parent and the Acquisition Subsidiary Newco shall deliver to the Company the various certificates, instruments and documents referred to in Section 5.27.2; (c) the Surviving Corporation shall file the Certificate of Merger with deliver to the Secretary of State of the State of Delaware and Indiana for filing the Articles of Merger with the DepartmentMerger; (d) each of the stockholders of record of the Company immediately prior to the Effective Time (the "Stockholders") Securityholder shall deliver to Parent for cancellation the Buyer the certificate(sCertificate(s) representing his Common Shares (his, her, or its Company Equity Securities as defined belowrequired pursuant to Section 2.8(a); (e) Parent, the Buyer shall pay to each Stockholder by wire transfer to the account designated in writing by such Stockholder the cash into which his Common Shares are converted pursuant to Section 1.5, Shareholders’ Representative and the Buyer Escrow Agent shall instruct execute and deliver the transfer agent for Escrow Agreement and Parent shall deposit $3,000,000 with the Buyer's common stock, $.01 par value per share ("Buyer Common Stock"), to deliver certificates for the Initial Shares (as defined below) to each Stockholder Escrow Agent in accordance with Section 1.5 2.10; (f) Parent or the Surviving Corporation shall pay (and shall treat as part of the Closing Common Stock Consideration under Section 2.8(a)) the following amounts: (i) the sum of $80,000 dollars (subject to adjustment at Closing) to Lxxxx Rxxxxxxx LLP, as attorneys for the ClosingCompany Securityholders; (ii) to Mxxxxx Xxxxxx & Company, Inc. a sum to be specified in writing by the Company as Mxxxxx Xxxxxx & Company, Inc.’s fee for serving as the Company’s financial advisor with respect to the Merger; and (fiii) to Dxxxxx X. Xxx, a sum to be specified in writing by the Company; (g) Parent shall pay to the Surviving Corporation (and shall treat as part of the Closing Common Stock Consideration under Section 2.8(a)) the Buyer, Devix X. Xxxxxx, xx his capacity aggregate amount set forth on Exhibit H attached hereto for payment by the Surviving Corporation to the Persons set forth on such Exhibit H; (h) Parent shall pay to the Surviving Corporation the aggregate Closing SAR Consideration for payment by the Surviving Corporation to each holder of a SAR plus an amount (as indemnification representative for determined by the Stockholders Company and approved by Parent) that is sufficient to pay the aggregate SAR Taxes payable with respect to the Closing SAR Consideration; (i) Parent or the "Indemnification Representative"Surviving Corporation shall pay (by check or by wire transfer) to each Company Securityholder the balance of the Closing Common Stock Consideration not paid pursuant to clauses (e), and United States Trust Company (the "Escrow Agent") shall execute and deliver an Escrow Agreement in the form attached hereto as Exhibit A (the "Escrow Agreement"f), the Stockholders shall deliver to the Escrow Agent the Escrow LC (as defined belowg) and blank stock powers (as described in Section 1.8), and the Buyer shall instruct the transfer agent for the Buyer Common Stock to deliver to the Escrow Agent a certificate for the Escrow Shares (as defined belowh) being placed in escrow on the Closing Date pursuant to Section 1.8above.

Actions at the Closing. At the Closing: (ai) the Company shall deliver to the Buyer and the Acquisition Subsidiary the various certificates, instruments and documents referred to in Section 5.1; (b) the Buyer and the Acquisition Subsidiary shall deliver to the Company the various certificates, instruments and documents referred to in Section 5.2; (c) the Surviving Corporation shall file the Certificate of Merger with the Secretary of State of the State of Delaware and the Articles of Merger with the Department; (d) each of the stockholders of record of the Company immediately prior to the Effective Time (the "Stockholders") shall deliver to the Buyer the certificate(s) representing his Common Shares (as defined below); (e) the Buyer shall pay to each Stockholder by wire transfer to the account designated in writing by such Stockholder the cash into which his Common Shares are converted pursuant to Section 1.5, and the Buyer shall instruct the transfer agent for the Buyer's common stock, $.01 par value per share ("Buyer Common Stock"), to deliver certificates for the Initial Shares (as defined below) to each Stockholder in accordance with Section 1.5 at the Closing; and (f) the Buyer, Devix X. Xxxxxx, xx his capacity as indemnification representative for the Stockholders (the "Indemnification Representative"), and United States Trust Company (the "Escrow Agent") Seller shall execute and deliver to Buyer an Escrow Agreement Indenture, Xxxx of Sale and Assignment substantially in the form attached hereto of Exhibit D; (ii) Seller and Buyer shall execute and deliver to each other counterparts of an Assumption Agreement substantially in the form of Exhibit E. (iii) Seller shall execute and deliver the Patent Assignment substantially in the form of Exhibit H, suitable for recordation in the United States Patent and Trademark Office and/or United States Copyright Office, as Exhibit A applicable, or any other applicable Governmental Authority, to evidence the assignment of the patents and patent applications assigned to Buyer hereunder; (the "Escrow Agreement"), the Stockholders iv) Seller shall deliver to Buyer a copy of the Escrow Agent the Escrow LC executed IND Transfer Letter; (as defined belowv) Seller and blank stock powers (as described in Section 1.8), and the Buyer shall instruct the transfer agent for the Buyer Common Stock to execute and deliver to each other counterparts of the Escrow Agent Patent License Agreement; (vi) Seller shall deliver to Buyer a certificate for fully executed copy of the Escrow Shares Novated UNC/Panacos License Agreement; (as defined belowvii) being placed in escrow Buyer shall deliver to Seller a fully executed copy of the UNC/Myriad License Agreement; (viii) [Reserved]; (ix) Seller shall deliver to Buyer written confirmation reasonably acceptable to Buyer that each Third Party listed on Schedule 2.3(b)(ix) has received payment from Seller on the Closing Date pursuant for invoices equaling the amount set forth on Schedule 2.3(b)(ix) opposite the name of such Third Party (collectively, the “Receipts”) and (x) Seller shall deliver to Section 1.8Buyer fully executed letters in the forms set forth on Schedule 2.3(b)(x) from the Third Parties set forth therein. The agreements and instruments referred to in clauses (i), (ii) and (iii) above are referred to herein as the “Ancillary Agreements.”

Actions at the Closing. At the Closing: , (a) the Company shall deliver to the Buyer and the Acquisition Subsidiary the various certificates, instruments and documents referred to in Section 5.1; 5.2, (b) the Buyer and the Acquisition Subsidiary and Parent shall deliver to the Company the various certificates, instruments and documents referred to in Section 5.2; 5.3, (c) the Surviving Corporation Company shall file with the Certificate Secretary of State of the State of Georgia a certificate of merger with respect to the Merger as required by the Georgia Act and the Acquisition Subsidiary shall file with the Secretary of State of the State of Delaware and a certificate of merger with respect to the Articles of Merger with as required by the Department; Delaware General Corporation Law, (d) each shareholder of the stockholders Company, other than holders of record of the Company immediately prior to the Effective Time Dissenting Shares (the "Stockholders") as defined in Section 1.6), shall deliver to the Buyer for cancellation the certificate(s) representing his Common or her Company Shares (as defined in Section 1.5(a)), (e) Parent shall authorize the transfer agent for its shares of stock (the "Exchange Agent") to issue to each holder of Company Preferred Shares (as defined below); ) who has delivered for cancellation his or its certificates for such Company Preferred Shares (ethe "Preferred Certificates") the Buyer shall pay to each Stockholder by wire transfer to the account designated in writing by such Stockholder the cash into which his Common Shares are converted pursuant to clause (d) of this Section 1.5, and the Buyer shall instruct the transfer agent for the Buyer's common stock, $.01 par value per share ("Buyer Common Stock"), to deliver certificates certificate(s) for the Initial Shares (as defined below) to each Stockholder as provided in accordance with Section 1.5 at the Closing; and below, (f) Parent shall cause the Buyer, Devix X. Xxxxxx, xx Surviving Corporation to deliver to each holder of Company Common Shares (as defined below) who has delivered for cancellation his capacity as indemnification representative or its certificates for the Stockholders such Company Common Shares (the "Indemnification RepresentativeCommon Certificates")) pursuant to clause (d) of this Section a check for the Per Share Common Cash Consideration as provided in Section 1.5 below, and United States Trust Company (g) the "Parent, the Principals and the Escrow Agent"Agent (as defined therein) shall execute and deliver an the Escrow Agreement in the form attached hereto as Exhibit A (the "Escrow Agreement"), the Stockholders shall deliver to the Escrow Agent the Escrow LC (as defined below) and blank stock powers (as described in Section 1.8), and the Buyer Parent shall instruct the authorize its transfer agent for the Buyer Common Stock to deliver to the Escrow Agent a certificate for the Escrow Shares (as defined below) being placed in escrow (the "Escrow") on the Closing Date pursuant to Section 1.81.9.

Actions at the Closing. At the Closing: (ai) the Company Seller shall execute and deliver to the Buyer and Xxxx of Sale in the Acquisition Subsidiary the various certificates, instruments and documents referred to in Section 5.1form attached hereto as Exhibit A; (bii) the Buyer Seller shall execute and deliver the Acquisition Subsidiary shall deliver to Trademark Assignment in the Company the various certificates, instruments and documents referred to in Section 5.2form attached hereto as Exhibit B; (ciii) the Surviving Corporation Seller shall file execute and deliver a Copyright Assignment in the Certificate of Merger with the Secretary of State of the State of Delaware and the Articles of Merger with the Departmentform attached hereto as Exhibit C; (div) each of the stockholders of record of Seller shall execute and deliver a Patent Assignment in the Company immediately prior to the Effective Time (the "Stockholders") shall deliver to the Buyer the certificate(s) representing his Common Shares (form attached hereto as defined below)Exhibit D; (ev) the Buyer Seller shall pay to each Stockholder by wire transfer execute and deliver a Subordination Agreement in such form as may be reasonably satisfactory to the account designated in writing by such Stockholder Buyer’s lender; (vi) the cash into which his Common Shares are converted pursuant to Section 1.5, Seller and the Buyer shall instruct execute and deliver such other instruments of conveyance as the transfer agent for Buyer may reasonably request in order to effect the Buyer's common stocksale, $.01 par value per share ("transfer, conveyance and assignment to the Buyer Common Stock"), to deliver certificates for of good and valid ownership of the Initial Shares (as defined below) to each Stockholder in accordance with Section 1.5 at the Closing; andAcquired Assets; (fvii) the Buyer, Devix X. Xxxxxx, xx his capacity as indemnification representative for Seller and the Stockholders (the "Indemnification Representative"), and United States Trust Company (the "Escrow Agent") Buyer shall execute and deliver an Escrow the Assignment and Assumption Agreement in the form attached hereto as Exhibit A E; (viii) the "Escrow Agreement"), Buyer and the Stockholders Seller shall execute and deliver such other instruments as the Seller may reasonably request in order to effect the assumption by the Buyer of the Assumed Liabilities; (ix) the Seller shall deliver to the Escrow Agent Buyer all the Escrow LC Books and Records relating to the Acquired Assets or the Business; (x) the Buyer shall pay to the Seller the Purchase Price (subject to adjustment pursuant to Section 1.3(b) hereof) as defined belowfollows: (1) payment of Two Million Seven Hundred Fifty Thousand US Dollars (US$2,750,000) in immediately available funds by wire transfer into an account designated by the Seller; and blank stock powers (2) execution and delivery of the Note in the form attached hereto as described Exhibit F; (xi) the Seller shall deliver to the Buyer, or otherwise put the Buyer in possession and control of, (A) all of the Acquired Assets of a tangible nature free and clear of all Security Interests, except for Permitted Liens; and (B) the original execution copies, if available or required by applicable Laws, or copies of all of the Acquired Assets that are embodied in writing; (xii) the Seller shall deliver (or cause to be delivered) to the Buyer the following certificates, instruments and documents: (A) all of the Third Party Consents listed on Schedule 1.5(b)(xii)(A) (the “Required Consents”), which shall be in writing and in a form reasonably satisfactory to Buyer; (B) releases of all Security Interests on the Acquired Assets except for Permitted Liens; (C) a certificate dated as of a date not earlier than seven (7) days prior to the Closing Date as to the good standing of the Seller in the Commonwealth of Pennsylvania and in all other United States jurisdictions where the Seller is required to register as a foreign corporation; (D) a certificate of the Secretary or another executive officer of the Seller, dated as of the Closing Date, and certifying as to the incumbency of officers, the adoption of authorizing resolutions and other matters that are reasonably necessary in connection with the Closing and that the conditions to be satisfied by Seller pursuant to Section 6.3 below are satisfied in all respects; and (E) the Permits required for the operation of the Business, all of which shall have been validly transferred to Buyer, other than Permits that are not permitted to be transferred by applicable Laws; (xiii) the Buyer shall deliver (or cause to be delivered) to the Seller a certificate of the Secretary or another executive officer of the Buyer, dated as of the Closing Date, and certifying as to the incumbency of officers, the adoption of authorizing resolutions and other matters that are reasonably necessary in connection with the Closing and that the conditions to be satisfied by Buyer pursuant to in Section 1.86.2 below are satisfied in all respects; and (xiv) the Parties shall have delivered to each other copies of all registrations, filings, notices, consents and approvals with or to Governmental Entities in connection with the transactions contemplated hereby (the “Governmental Filings”), all of which Governmental Filings are listed on Schedule 1.5(b)(xiv); (xv) the Operating Company and the Buyer shall instruct execute and deliver to each other a Transition Services Agreement in the transfer agent for form attached hereto as Exhibit G; (xvi) the Operating Company and the Buyer Common Stock to shall execute and deliver to each other a Security Agreement in the Escrow Agent form attached hereto as Exhibit H; (xvii) the Seller shall have terminated any and all employment-related agreements between the Seller and each Hired Employee and shall have executed and delivered to Buyer, with respect to each Hired Employee, a certificate for waiver and release in the Escrow Shares form attached hereto as Exhibit I which releases the Hired Employees from their obligations under such employment-related agreements, so that the Hired Employees may accept employment with Buyer; (xviii) the Seller and Buyer shall execute and deliver to each other a Trademark License and Software Sublicense Agreement in the form attached hereto as defined belowExhibit J to permit Buyer to use the Seller xxxx “Lighthouse” in connection with the manufacture, marketing and sale of certain products of the Business; (xix) being placed the Parties shall execute and deliver to each other a cross-receipt evidencing the transactions referred to above. The agreements and instruments referred to in escrow on clauses (i) through (xix) above are referred to herein as the Closing Date pursuant to Section 1.8“Ancillary Agreements.”

Actions at the Closing. At the Closing: (ai) the Company shall deliver to the Buyer Seller and the Acquisition Subsidiary the various certificates, instruments and documents referred to in Section 5.1; (b) the Buyer and the Acquisition Subsidiary shall deliver to the Company the various certificates, instruments and documents referred to in Section 5.2; (c) the Surviving Corporation shall file the Certificate of Merger with the Secretary of State of the State of Delaware and the Articles of Merger with the Department; (d) each of the stockholders of record of the Company immediately prior to the Effective Time (the "Stockholders") shall deliver to the Buyer the certificate(s) representing his Common Shares (as defined below); (e) the Buyer shall pay to each Stockholder by wire transfer to the account designated in writing by such Stockholder the cash into which his Common Shares are converted pursuant to Section 1.5, and the Buyer shall instruct the transfer agent for the Buyer's common stock, $.01 par value per share ("Buyer Common Stock"), to deliver certificates for the Initial Shares (as defined below) to each Stockholder in accordance with Section 1.5 at the Closing; and (f) the Buyer, Devix X. Xxxxxx, xx his capacity as indemnification representative for the Stockholders (the "Indemnification Representative"), and United States Trust Company (the "Escrow Agent") Xxxxx shall execute and deliver an Escrow Agreement to each other a bill of sale and assignment and assumption agreement (the “Bill of Sale and Assignment and Assumption Agreement”) in the form attached hereto as Exhibit A A; (ii) Seller and Buyer shall execute and deliver to each other (A) a lease assignment and assumption agreement (the "Escrow “Lease Assignment and Assumption Agreement")”) in the form attached hereto as Exhibit B-1 assigning a leasehold interest in the leased real property described therein and in any structures, improvements, buildings and facilities located on such leased real property (the “GMP Facility”) and (B) a sublease agreement (the “Sublease Agreement”) in the form attached hereto as Exhibit B-2 assigning a sublease interest in the leased real property described therein and in any structures, improvements, buildings and facilities located thereon (the “Laboratory Facilities,” and collectively with the GMP Facility, the Stockholders “Leased Real Property”); (iii) Seller and Buyer shall execute and deliver to each other a license agreement (the “License Agreement”) in the form attached hereto as Exhibit C; (iv) Seller and Buyer shall execute and deliver to each other a transition services agreement (the “Transition Services Agreement”) in the form attached hereto as Exhibit D; (v) Seller and the Buyer Parties shall execute and deliver to each other the Convertible Note Subscription Deed and the Note Deed Poll, and Buyer shall issue Seller the Convertible Notes in accordance therewith; (vi) Seller and Buyer Parent shall execute and deliver to each other a registration rights agreement (the “Registration Rights Agreement”) in the form attached hereto as Exhibit E; (vii) Seller and Buyer Parent shall execute and deliver to each other the guaranty agreement (the “Guaranty Agreement”) in the form attached hereto as Exhibit G; and (viii) Seller shall deliver to the Escrow Agent the Escrow LC (as defined below) Buyer a properly completed and blank stock powers (as described in Section 1.8), and the Buyer shall instruct the transfer agent for the Buyer Common Stock to deliver to the Escrow Agent a certificate for the Escrow Shares (as defined below) being placed in escrow on the Closing Date pursuant to Section 1.8duly executed IRS Form W-9.

Actions at the Closing. At the Closing: (ai) the Company Seller shall execute and deliver to the Buyer a stock transfer form in favor of the Buyer in respect of the Shares together with the share certificate relating thereto (or duly executed indemnity for that share certificate in a form reasonably satisfactory to the Buyer); (ii) the Seller shall execute and deliver a Xxxx of Sale and Assignment in substantially the form attached hereto as Exhibit A; (iii) the Buyer shall execute and deliver to the Seller an Assumption Agreement in substantially the form attached hereto as Exhibit B; (iv) the Seller and the Buyer shall execute and deliver a Transition Services Agreement in substantially the form attached hereto as Exhibit C; (v) the Seller and the Buyer shall execute and deliver a Supply Agreement in substantially the form attached hereto as Exhibit D; (vi) the Buyer shall pay to the Seller the Purchase Price (as adjusted at Closing pursuant to Section 1.4) in cash by wire transfer of immediately available funds in accordance with the wire transfer instructions delivered to the Buyer by the Seller at least two Business Days prior to the Closing; (vii) the Parties shall execute and deliver to each other a cross-receipt evidencing the transactions referred to above; (viii) the Seller shall deliver to the Buyer duly executed letters of resignation of Xxxxx Xxxxxxxxxx as a director and the Acquisition Subsidiary the various certificates, instruments as secretary of Raydex and documents referred to in Section 5.1of Xxxxxxxxx Xxxxxxx as a director at Raydex; (bix) the Buyer and the Acquisition Subsidiary Seller shall deliver to the Company Buyer a written resignation of the various certificates, instruments auditors of Raydex together with the item required under Section 519 of the Companies Xxx 0000; (x) the Seller shall cause to be held a meeting of the board of directors of Raydex at which: (A) the registration of the transfer of the Shares and documents the issue of a share certificate in respect of the Shares shall (subject to stamping) be approved; (B) such persons as the Buyer shall nominate shall be appointed as directors and as secretary of Raydex and the resignations referred to in Section 5.2;(viii) above shall be accepted; (C) such firm of accountants as the Buyer shall nominate shall be appointed as the auditors of Raydex and the resignation referred to in (ix) above shall be accepted; and (D) all existing bank mandates of Raydex shall be terminated and new mandates entered into; and (cxi) the Surviving Corporation shall file the Certificate of Merger with the Secretary of State of the State of Delaware and the Articles of Merger with the Department; (d) each of the stockholders of record of the Company immediately prior to the Effective Time (the "Stockholders") Seller shall deliver to the Buyer the certificate(s) representing his Common Shares statutory registers and minute books (as defined below); (e) the Buyer shall pay written up to each Stockholder by wire transfer to the account designated in writing by such Stockholder the cash into which his Common Shares are converted pursuant to Section 1.5, and the Buyer shall instruct the transfer agent for the Buyer's common stock, $.01 par value per share ("Buyer Common Stock"), to deliver certificates for the Initial Shares (as defined below) to each Stockholder in accordance with Section 1.5 at the Closing; and (f) the Buyer, Devix X. Xxxxxx, xx his capacity as indemnification representative for the Stockholders (the "Indemnification Representative"), and United States Trust Company (the "Escrow Agent") shall execute and deliver an Escrow Agreement in the form attached hereto as Exhibit A (the "Escrow Agreement"), the Stockholders shall deliver to the Escrow Agent the Escrow LC (as defined belowcertificate of incorporation and any certificate of incorporation or change of name of Raydex together with Raydex’ authentication code(s) and blank stock powers (as described in Section 1.8), and the Buyer shall instruct the transfer agent for the Buyer Common Stock to deliver to purposes of electronic filing with the Escrow Agent a certificate for the Escrow Shares (as defined below) being placed in escrow on the Closing Date pursuant to Section 1.8Registrar of Companies of England and Wales.

Actions at the Closing. At or prior to the Closing:: ---------------------- (a) the Company Stockholder shall deliver to the Buyer and the Acquisition Subsidiary certificate representing the various certificates, instruments and documents referred to in Section 5.1Shares held by the Company Stockholder; (b) the Company Stockholder, the Buyer and State Street Bank and Trust Company (the Acquisition Subsidiary "Escrow Agent") shall deliver to have entered into the Company Escrow Agreement in the various certificates, instruments and documents referred to in Section 5.2;form of Exhibit A-1 attached hereto; ----------- (c) the Surviving Corporation shall file Buyer, the Certificate of Merger with Escrow Agent and the Secretary of State key employees of the State Company listed on Schedule I attached hereto (the "Key Employees") shall have entered ---------- into the Escrow Agreement in the form of Delaware and the Articles of Merger with the Department;Exhibit A-2 attached hereto; ----------- (de) each Key Employee shall have entered into a Non-Competition and Non-Solicitation Agreement in the form of Exhibit C attached hereto; ---------- (f) each of the stockholders of record employees of the Company immediately prior to the Effective Time listed on Schedule II hereto ----------- (the "StockholdersEmployees") shall deliver to have entered into the Standard Employee Agreement of the Buyer in the certificate(s) representing his Common Shares (as defined below);form of Exhibit D attached hereto; --------- (eg) the Buyer shall pay to each Stockholder by wire transfer have received an opinion from Mintz, Levin, Cohn, Ferris, Glovsky and Popeo P.C., counsel to the account designated Company Stockholder and the Company, substantially in writing by such the form of Exhibit E attached hereto; --------- (h) the Company Stockholder shall have received an opinion from Xxxx and Xxxx LLP, counsel to the cash into which his Common Shares are converted pursuant to Section 1.5Buyer, and substantially in the form of Exhibit F --------- attached hereto; (i) the Buyer shall instruct have granted to the transfer agent for Company Stockholder an option to purchase an aggregate of 25,000 shares of common stock of the Buyer's common stock, $.01 .001 par value per share ("Buyer Common Stock"), to deliver certificates for the Initial Shares (as defined below) to each Stockholder in accordance with Section 1.5 at the Closing; and (f) the Buyer, Devix X. Xxxxxx, xx his capacity as indemnification representative for the Stockholders (the "Indemnification Representative"), and United States Trust Company (the "Escrow Agent") shall execute and deliver an Escrow Agreement in the form attached hereto as Exhibit A (the "Escrow Agreement"), the Stockholders shall deliver to the Escrow Agent the Escrow LC (as defined below) and blank stock powers (as described in Section 1.8), and the Buyer shall instruct the transfer agent for closing price of the Buyer Common Stock to deliver to the Escrow Agent a certificate for the Escrow Shares (as defined below) being placed in escrow on the Closing Date pursuant as reported by The Nasdaq National Market in the form of Exhibit G attached hereto (the "Xxxxxx Option"); --------- (j) the Company Stockholder shall have delivered an Investment Representation Letter in the form of Exhibit H attached hereto to the Buyer; --------- (k) the Buyer shall have delivered a certificate of the Secretary of the State of Delaware as to the legal existence and good standing of the Buyer in Delaware; (l) the Company shall have delivered a certificate of the Secretary of State of the Commonwealth of Massachusetts as to the legal existence and good standing of the Company in Massachusetts; (m) the Company shall deliver the resignations of all members of the Company's Board of Directors; (n) the Company shall terminate its 401(k) plan; (o) the Buyer shall pay the purchase price as set forth below in Section 1.81.5; (p) the Company Stockholder shall have delivered to the Buyer all consents, approvals and waivers of lenders, lessors and other third parties whose consent, approval or waiver is required under their respective agreement or understanding with the Company or the Company Stockholder, as the case may be, in connection with the sale of the Shares hereunder or the merger of the Company into the Buyer contemplated herein; (q) the Company shall have delivered to the Buyer terminations of all Stock Restriction Agreements in the form of Exhibit I from each party thereto --------- and waivers of certain rights under certain Incentive Stock Option Agreements in the form of Exhibit J from each party thereto; --------- (r) the Company Stockholder shall be released from all bank guarantees; (s) such other documents, instruments or certificates as the Buyer or the Company Stockholder may reasonably request.

Actions at the Closing. At the Closing: (ai) the Company Seller shall execute and deliver to the Bill of Sale attached hereto as EXHIBIT A; (ii) xxx Seller shall execute and deliver the Trademark Assignment attached hereto as EXHIBIT B; (iii) the Seller shall execute and deliver a Copyright Assignment attached hereto as EXHIBIT C; (iv) the Seller shall execute and deliver a Patent Assignment attached hereto as EXHIBIT D; (v) the Acterna Corporation and the Buyer shall execute and deliver the Sublease attached hereto as EXHIBIT E; (vi) the Seller, the Buyer and the Acquisition Subsidiary escrow agent shall execute and deliver the various certificates, instruments and documents referred to in Section 5.1Escrow Agreement attached hereto as EXHIBIT F; (bvii) the Seller and the Buyer shall execute and deliver such other instruments of conveyance as the Buyer may reasonably request in order to effect the sale, transfer, conveyance and assignment to the Buyer of good and valid ownership of the Acquired Assets owned by the Seller; (viii) the Seller and the Buyer shall execute and deliver to the Seller the Assignment and Assumption Agreement attached hereto as EXHIBIT G; (ix) the Buyer and the Acquisition Subsidiary Seller shall execute and deliver such other instruments as the Seller may reasonably request in order to effect the assumption by the Buyer of the Assumed Liabilities; (x) the Buyer and the Seller shall execute and deliver an Interoperability Agreement whereby the Parties shall agree to maintain the interoperability between the status and performance monitoring products of the Business acquired by the Buyer hereunder and the Seller's return path monitoring products, for a period of not less than two (2) years from the Closing Date, in substantially the form attached hereto as EXHIBIT H; (xi) the Seller shall transfer to the Buyer all the books, records, files and other data (or copies thereof) within the possession of the Seller relating to the Acquired Assets and reasonably necessary for the continued operation of the Business by the Buyer; (xii) the Buyer shall (A) pay to the Seller Thirteen Million Eight Hundred Thousand U.S. Dollars ($13,800,000) in cash by wire transfer of immediately available funds into an account designated by the Seller; and (B) deposit Five Hundred Thousand U.S. Dollars ($500,000) of the Purchase Price with the escrow agent under and pursuant to the Escrow Agreement; (xiii) subject to SECTION 1.6 hereof, the Seller shall deliver to the Company Buyer, or otherwise put the various Buyer in possession and control of, (A) all of the Acquired Assets of a tangible nature free and clear of all Security Interests; and (B) the original execution copies, if available or required by applicable Laws, or copies of all of the Acquired Assets that are embodied in writing; (xiv) the Seller shall deliver (or cause to be delivered) to the Buyer the following certificates, instruments and documents referred documents: (A) all Third Party Consents listed on SCHEDULE 2.11(b) of the Disclosure Schedule, other than Third Party Consents that are Deferred Items subject to in Section 5.2SECTION 1.6; (cB) releases of all Security Interests on the Surviving Corporation shall file Acquired Assets; (C) a certificate dated as of a date not earlier than seven (7) days prior to the Certificate date hereof as to the good standing of Merger with the Secretary Seller, and evidence of State payment of all Taxes by the Seller, in the State of Delaware and in jurisdictions where the Articles of Merger with the DepartmentBusiness is conducted; (dD) each of a legal opinion from the stockholders of record of the Company immediately prior to the Effective Time (the "Stockholders") shall deliver to the Buyer the certificate(s) representing his Common Shares (Seller's General Counsel attached hereto as defined below)EXHIBIT I; (eE) a certificate of the Buyer shall pay to each Stockholder by wire transfer Secretary or another executive officer of the Seller certifying as to the account designated incumbency of officers, the adoption of authorizing resolutions and other matters that are reasonably necessary in writing by such Stockholder the cash into which his Common Shares are converted pursuant to Section 1.5, and the Buyer shall instruct the transfer agent for the Buyer's common stock, $.01 par value per share ("Buyer Common Stock"), to deliver certificates for the Initial Shares (as defined below) to each Stockholder in accordance connection with Section 1.5 at the Closing; and (fF) the Legal Permits required for the operation of the Business, all of which shall have been validly transferred to Buyer, Devix X. Xxxxxxother than Legal Permits that are Deferred Items subject to SECTION 1.6. (xv) the Parties shall have delivered to each other copies of all registrations, xx his capacity as indemnification representative for filings and notices with or to Governmental Entities in connection with the Stockholders transactions contemplated hereby (the "Indemnification RepresentativeGOVERNMENTAL FILINGS"), and United States Trust Company all of which Governmental Filings are listed in SECTION 1.5(b)(xvii) of the Disclosure Schedule, other than Governmental Filings that are Deferred Items subject to SECTION 1.6. (xvi) the "Escrow Agent") Parties shall execute and deliver an Escrow Agreement to each other a cross-receipt evidencing the transactions referred to above. The agreements and instruments referred to in the form attached hereto clauses (iii) through (xvi) above are referred to herein as Exhibit A (the "Escrow AgreementANCILLARY AGREEMENTS."), the Stockholders shall deliver to the Escrow Agent the Escrow LC (as defined below) and blank stock powers (as described in Section 1.8), and the Buyer shall instruct the transfer agent for the Buyer Common Stock to deliver to the Escrow Agent a certificate for the Escrow Shares (as defined below) being placed in escrow on the Closing Date pursuant to Section 1.8.

Actions at the Closing. At the Closing: (ai) the Company Parent shall execute and deliver to the Buyer an assignment with respect to the Membership Interests in substantially the form attached hereto as Exhibit A-1 and Asset Seller 1 shall execute and deliver to the Buyer an assignment with respect to the Share Capital in substantially the form attached hereto as Exhibit A-2; (ii) the Asset Sellers shall execute and deliver a Bill of Sale in substantially the form attached hereto as Exhibit B; (iii) the Parent or one of its Affiliates (other than a Business Subsidiary), as licensor, and the Buyer, as licensee, shall execute and deliver the Intellectual Property Transfer and License Agreement in substantially the form attached hereto as Exhibit C; (iv) the Parent or one of its Affiliates (other than a Business Subsidiary), as landlord, and JTC, as tenant, shall execute and deliver the Lease Agreement in substantially the form attached hereto as Exhibit D; (v) the Parent or one of its Affiliates (other than a Business Subsidiary), as subtenant, and DPS, as sublandlord, shall execute and deliver the Real Property License Agreement in substantially the form attached hereto as Exhibit E; (vi) the Parent and the Buyer shall execute and deliver the Transition Services Agreement in substantially the form attached hereto as Exhibit F; (vii) the Buyer shall execute and deliver to each Asset Seller an Assumption Agreement in substantially the form attached hereto as Exhibit G; (viii) Danaher Corporation shall execute and deliver the Payment Guaranty in xxxxxxntially the form attached hereto as Exhibit H; (ix) Sellers shall execute and deliver the Incidental Agreement in substantially the form attached hereto as Exhibit I; (x) for each Seller Guarantee existing as of the Closing, the Buyer shall deliver to the Buyer Parent either (i) a copy of a replacement arrangement obtained in accordance with Section 4.6, reasonably satisfactory to the Sellers, or (ii) an irrevocable standby letter of credit in favor of the Parent in an annual amount equal to the amount of such Seller Guarantee, issued by a bank rated A or better by Standard & Poor's, in form and substance reasonably satisfactory to the Acquisition Subsidiary the various certificates, instruments and documents referred to in Section 5.1Parent; (b) the Buyer and the Acquisition Subsidiary shall deliver to the Company the various certificates, instruments and documents referred to in Section 5.2; (c) the Surviving Corporation shall file the Certificate of Merger with the Secretary of State of the State of Delaware and the Articles of Merger with the Department; (d) each of the stockholders of record of the Company immediately prior to the Effective Time (the "Stockholders") shall deliver to the Buyer the certificate(s) representing his Common Shares (as defined below); (exi) the Buyer shall pay to each Stockholder the Sellers the Purchase Price in cash by wire transfer to the account designated in writing by such Stockholder the cash into which his Common Shares are converted pursuant to Section 1.5, and the Buyer shall instruct the transfer agent for the Buyer's common stock, $.01 par value per share ("Buyer Common Stock"), to deliver certificates for the Initial Shares (as defined below) to each Stockholder transfers of immediately available funds in accordance with Section 1.5 at the wire transfer instructions delivered to the Buyer by the Sellers not less than 2 Business Days prior to the Closing; and (fxii) the Buyer, Devix X. Xxxxxx, xx his capacity as indemnification representative for the Stockholders (the "Indemnification Representative"), and United States Trust Company (the "Escrow Agent") Parties shall execute and deliver an Escrow Agreement in to each other a cross-receipt evidencing the form attached hereto as Exhibit A (the "Escrow Agreement"), the Stockholders shall deliver transactions referred to the Escrow Agent the Escrow LC (as defined below) and blank stock powers (as described in Section 1.8), and the Buyer shall instruct the transfer agent for the Buyer Common Stock to deliver to the Escrow Agent a certificate for the Escrow Shares (as defined below) being placed in escrow on the Closing Date pursuant to Section 1.8above.

Actions at the Closing. At the Closing: (a) the Company Parties shall deliver to the Buyer cause articles of merger in customary form and the Acquisition Subsidiary the various certificates, instruments and documents referred to executed in Section 5.1; accordance with (bi) the Buyer relevant provisions of the TBOC (the “Texas Articles of Merger”), and (ii) other appropriate documents to be filed in the Acquisition Subsidiary shall deliver to the Company the various certificates, instruments and documents referred to in Section 5.2; (c) the Surviving Corporation shall file the Certificate office of Merger with the Secretary of State of the State of Delaware and the Articles of Merger with the Department; (d) each of the stockholders of record of the Company immediately prior to the Effective Time Texas (the "Stockholders") shall deliver to the Buyer the certificate(s) representing his Common Shares (as defined below“Texas Secretary of State”); (eb) Parent, Merger Sub and the Company shall make all other filings or recordings required under the TBOC and applicable Law to give effect to the Merger and the other transactions contemplated hereby; (c) the Buyer Company shall pay deliver or cause to each Stockholder be delivered to Parent: (i) the Escrow Agreement, substantially in the form of Exhibit A (the “Escrow Agreement”), duly executed by wire transfer to the account designated in writing by such Stockholder the cash into which his Common Shares are converted pursuant to Section 1.5, Company and the Buyer shall instruct Company Shareholders’ Representative; (ii) the transfer agent for Amended and Restated Investors’ Rights Agreement (the Buyer's “Investors’ Rights Agreement”), between Parent and the parties listed therein, substantially in the form of Exhibit B (the “Amended Investors’ Rights Agreement”), duly executed by each holder (each a “Company Preferred Shareholder”) of shares of preferred stock, par value $0.001 per share, of the Company (the “Company Preferred Shares”) and holders (each a “Major Company Common Shareholder”) of more than 500,000 shares of common stock, $.01 par value $0.001 per share share, of the Company ("Buyer the “Company Common Stock"Shares”), pursuant to deliver certificates for which each of the Initial Shares Company Preferred Shareholders and Major Company Common Shareholders shall become a party to such agreement and a “Holder” (as defined belowin such agreement); (iii) the Amended and Restated Right of First Refusal and Co-Sale Agreement, between Parent and the parties listed therein, substantially in the form of Exhibit C (the “Amended Right of First Refusal and Co-Sale Agreement”), duly executed by each Company Preferred Shareholder and Major Company Common Shareholder, pursuant to which each Stockholder of the Company Preferred Shareholders and Major Company Common Shareholders shall become a party to such agreement and a “Stockholder” (as defined in accordance such agreement); (iv) the Amended and Restated Voting Agreement, between Parent and the parties listed therein, substantially in the form of Exhibit D (the “Amended Voting Agreement”, and together with Section 1.5 at the ClosingAmended Investors’ Rights Agreement and the Amended Right of First Refusal and Co-Sale Agreement, the “Ancillary Agreements”), duly executed by each Company Preferred Shareholder and Major Company Common Shareholder, pursuant to which each of the Company Preferred Shareholders and Major Company Common Shareholders shall become a party to such agreement and a “Stockholder” (as defined in such agreement); (v) Employment agreement, substantially in the form of Exhibit E (the “Employment Agreement”), duly executed by Xxxxxx Xxxxxxxxxx; and (fvi) the Buyer, Devix X. Xxxxxx, xx his capacity as indemnification representative for the Stockholders a certificate (the "Indemnification Representative")“Closing Consideration Certificate”) of the Company, and United States Trust Company (dated the "Escrow Agent") shall execute and deliver an Escrow Agreement Closing Date, in substantially the form attached hereto as Exhibit A F, setting forth, among other items, (A) the "Escrow Agreement"maximum Share Consideration to be paid to each Company Shareholder pursuant to Section 2.1(b) and the maximum Option Consideration to be paid to holders of Company Options pursuant to Section 2.9(a), (B) the Stockholders Share Consideration and Option Consideration to be paid to each Company Shareholder and Option Holder, respectively, at the Closing, (C) the Share Consideration per Company Shareholder constituting the Escrow Amount and the maximum potential Earn-Out Amount, (D) the Option Consideration per Option Holder constituting the Escrow Amount and the Earn-Out Restricted Stock Award per Roll-Over Option holder under Section 2.9(c), and (E) the percentage of any negative Net Working Capital allocable to each Company Shareholder and Option Holder. (d) Parent shall deliver or caused to be delivered to the Escrow Agent Company (or the Escrow LC Company Shareholders’ Representative): (i) each Ancillary Agreement, duly executed by Parent and, in the case of the Amended Investors’ Rights Agreement, by the holders of a majority of the Registrable Securities (as defined belowin the Investors’ Rights Agreement); (ii) Employment Agreement with Xxxxxx Xxxxxxxxxx, duly executed by Parent or one of its Subsidiaries. (e) Parent shall issue in the name of the Escrow Agent, and place in escrow, certificates of common stock, par value $0.001 per share, of Parent (the “Parent Common Stock”) and blank stock powers certificates of Series D Preferred Stock, par value $0.001 per share, of Parent (as described in Section 1.8the “Parent Series D Preferred Stock”), and representing the Buyer shall instruct the transfer agent for the Buyer Common Stock to deliver to the aggregate Escrow Agent a certificate for the Escrow Shares (as defined below) being placed Amount, in escrow on accordance with the Closing Date pursuant to Section 1.8Consideration Certificate.

Actions at the Closing. At the Closing: (a) Raditaz and the Company Majority Holder shall deliver to the Buyer and the Acquisition Subsidiary the various certificates, instruments and documents referred to in Section 5.1; (b) the Buyer and the Acquisition Subsidiary shall deliver to the Company Pubco the various certificates, instruments and documents referred to in Section 5.2; (b) Pubco shall deliver to Raditaz and the Majority Holder the various certificates, instruments and documents referred to in Section 5.3; (c) The Raditaz Members shall contribute and transfer the Surviving Corporation shall file the Certificate of Merger with the Secretary of State of the State of Delaware and the Articles of Merger with the DepartmentRaditaz Membership Interests to Pubco; (d) each of the stockholders of record of the Company immediately prior Pubco shall have caused to the Effective Time (the "Stockholders") shall deliver to the Buyer the certificate(s) representing his Common Shares (be delivered, as defined below); (e) the Buyer shall pay to each Stockholder by wire transfer to the account designated in writing by such Stockholder the cash into which his Common Shares are converted pursuant to Section 1.5soon as practicable, and the Buyer shall instruct the transfer agent for the Buyer's common stock, $.01 par value per share ("Buyer Common Stock"), to deliver certificates for the Initial Shares (as defined belowin Section 1.7(b)) to each Stockholder Raditaz Member in accordance with Section 1.5 at 1.7; (e) Pubco shall have caused to be delivered, as soon as practicable, (i) the Closing; andEscrow Shares (as defined in Section 1.7(b)) to the Escrow Agent (as defined in Section 1.5(g)) in accordance with Section 1.7; (f) Pubco shall deliver to Raditaz and the BuyerMajority Holder (i) a board consent evidencing that Pubco’s board of directors is authorized to consist of five individuals, Devix X. (ii) the resignations of all individuals who served as directors and/or officers of Pubco immediately prior to the Closing Date, which resignations shall be effective as of the Effective Time, (iii) a board consent evidencing (1) the appointment of three directors to serve immediately following the Effective Time, all of whom (one of which shall be independent) shall have been designated by Raditaz immediately prior to the Closing Date, (2) the right of Montrose Capital Limited and the Placement Agent (or its designee) to each appoint one director (each of which shall be independent) subsequent to the Closing Date, and (iv) a board consent evidencing the appointment of such executive officers of Pubco to serve immediately upon the Effective Time as shall have been designated by Raditaz, including the appointments of Xxx Xxxxxx, xx his capacity as indemnification representative for President, Chief Executive Officer, Treasurer and Chief Financial Officer, and Xxxx Xxxx, as Secretary, respectively; (g) Pubco, the Stockholders Majority Holder and Gottbetter & Partners, LLP (the "Indemnification Representative"), and United States Trust Company (the "“Escrow Agent"”) shall execute and deliver an the Escrow Agreement in substantially the form attached hereto as Exhibit A C (the "“Escrow Agreement"), the Stockholders shall deliver to the Escrow Agent the Escrow LC (as defined below”) and blank stock powers (as described in Section 1.8), and the Buyer Pubco shall instruct the its transfer agent for the Buyer Common Stock to deliver to the Escrow Agent a certificate or certificates for the number of Escrow Shares (as defined belowin Section 1.7(b)) being placed in escrow on the Closing Date pursuant to Section 1.81.10; (h) The closing on at least the Minimum Offering Amount under the Private Placement Offering shall be completed and the proceeds therefrom distributed in accordance with the terms of the Private Placement Offering; (i) The Split-Off transaction shall have been completed; (j) Pubco shall have authorized the issuance of the Pubco Options and/or Pubco Restricted Stock Awards to the holders of the Raditaz Options in exchange for the Raditaz Options which shall be cancelled; and (k) To the extent that the PPO closes on less than the Maximum PPO Amount, certain shares of Pubco Common Stock held by the pre-Contribution stockholders of Pubco shall be cancelled as provided in Section 3.2 hereof.

Actions at the Closing. At the Closing, the Principal Shareholders and Offeror shall take such actions and execute and deliver such agreements and other instruments and documents as necessary or appropriate to effect the transactions contemplated by this Agreement in accordance with its terms, including without limitation the following: (a) the Company The Offer shall deliver have become or been declared unconditional pursuant to the Buyer and terms of the Acquisition Subsidiary the various certificates, instruments and documents referred to in Section 5.1Offer Document; (b) Each of the Buyer and the Acquisition Subsidiary Principal Shareholders shall procure that The Generics Group AG will deliver to the Company the various certificates, instruments and documents referred to in Section 5.2; (c) the Surviving Corporation shall file the Certificate Offeror a duly executed Deed of Merger with the Secretary of State of the State of Delaware and the Articles of Merger with the Department; (d) each of the stockholders of record of the Company immediately prior to the Effective Time (the "Stockholders") shall deliver to the Buyer the certificate(s) representing his Common Shares (as defined below); (e) the Buyer shall pay to each Stockholder by wire transfer to the account designated in writing by such Stockholder the cash into which his Common Shares are converted pursuant to Section 1.5, and the Buyer shall instruct the transfer agent for the Buyer's common stock, $.01 par value per share ("Buyer Common Stock"), to deliver certificates for the Initial Shares (as defined below) to each Stockholder in accordance with Section 1.5 at the Closing; and (f) the Buyer, Devix X. Xxxxxx, xx his capacity as indemnification representative for the Stockholders (the "Indemnification Representative"), and United States Trust Company (the "Escrow Agent") shall execute and deliver an Escrow Agreement Tax Covenant in the form attached hereto as Exhibit A C (the "Escrow AgreementDeed of Tax Covenant"), ; (c) The Principal Shareholders will deliver an updated Balance Sheet of the Stockholders shall deliver Company in a form reasonably acceptable to Offeror dated as of a date as close as reasonably practicable to the Escrow Agent Closing Date; (d) Offeror, certain of the Escrow LC (as defined below) Principal Shareholders of the Company and blank stock powers (as described in Section 1.8), and the Buyer shall instruct the transfer agent for the Buyer Common Stock to deliver certain other entities listed on Exhibit A to the Escrow Agent Agreement shall enter into a certificate Deed of Non-Competition in the form attached hereto as Exhibit D (the "Deed of Non-Competition"); (e) The Principal Shareholders shall cause a board meeting of the Company to be held at which: (i) the transfers of the Shares which have been acceded to the Offeror will be approved for registration (subject to their being duly stamped, which shall be at the Escrow Shares cost of the Offeror); (ii) resignation letters of all directors (except for Ian Xxxxxxx and Davxx Xxx) xnd the secretary of the Company will be tendered and accepted so as defined belowto take effect at the close of the meeting; (iii) being placed all persons nominated by the Offeror (in escrow on the Closing Date pursuant case of directors subject to Section 1.8any maximum number imposed by the relevant articles of association) will be appointed directors and secretary; (iv) all existing instructions and authorities to bankers will be revoked and will be replaced with alternative instructions, mandates and authorities in such form as the Offeror may require; (v) the accounting reference date will be changed to June 30; and (vi) Ernst & Young will be appointed auditors. (f) The Principal Shareholders shall procure delivery to the Offeror's UK Counsel, CMS Camxxxx XxXxxxx, xf the Company's statutory books.

Actions at the Closing. At the Closing: (ai) the Company Sellers shall deliver (or cause to be delivered) to the Buyer and the Acquisition Subsidiary the various certificates, instruments instruments, agreements and documents referred required to in be delivered under Section 5.1; (bii) the Buyer and the Acquisition Subsidiary shall deliver (or cause to be delivered) to the Company Sellers the various certificates, instruments instruments, agreements and documents referred required to in be delivered under Section 5.2; (ciii) the Surviving Corporation Sellers shall file execute and deliver a Bxxx of Sale in substantially the Certificate of Merger with the Secretary of State of the State of Delaware and the Articles of Merger with the Departmentform attached hereto as Exhibit C; (div) each of Seller owning registered trademarks included in the stockholders of record of Acquired Assets shall execute and deliver a Trademark Assignment in substantially the Company immediately prior to the Effective Time (the "Stockholders") shall deliver to the Buyer the certificate(s) representing his Common Shares (form attached hereto as defined below)Exhibit D; (ev) each Seller owning registered copyrights included in the Acquired Assets shall execute and deliver a Copyright Assignment in substantially the form attached hereto as Exhibit E; (vi) the Buyer shall pay execute and deliver to each Stockholder by wire transfer to Seller an Assumption Agreement in substantially the account designated in writing by such Stockholder the cash into which his Common Shares are converted pursuant to Section 1.5, and form attached hereto as Exhibit F; (vii) the Buyer shall instruct the transfer agent for the Buyer's common stock, $.01 par value per share ("Buyer Common Stock"), to deliver certificates for the Initial Shares (as defined below) to and each Stockholder in accordance with Section 1.5 at the Closing; and (f) the Buyer, Devix X. Xxxxxx, xx his capacity as indemnification representative for the Stockholders (the "Indemnification Representative"), of Bxxxx Xxxxx and United States Trust Company (the "Escrow Agent") Jxxxx Xxxxx shall execute and deliver an Escrow to one another a Consulting Agreement substantially in the form attached hereto as Exhibit A G (the "Escrow Agreement"“Consulting Agreements”); (viii) each Seller shall transfer to the Buyer all the books, records, files and other data (or copies thereof) within the Stockholders possession of such Seller relating to the Acquired Assets and reasonably necessary for the continued operation of the Business by the Buyer; (ix) the Buyer shall pay to the Sellers Closing Cash and the Inventory Amount, by wire transfer of immediately available funds into one or more accounts designated by the Sellers as set forth on Schedule 1.2(a); (x) the Buyer shall deliver to the Escrow Agent Sellers the Escrow LC Buyer Notes, along with an irrevocable unconditional and nontransferable Qualified Letter of Credit as security for the Unrestricted Notes in form attached hereto as Exhibit I; (xi) the Buyer and the Sellers shall deliver a mutually agreed upon mutual release of claims with respect to that certain Distributor Agreement between Hanny Magnetics (B.V.I) Ltd. and Hxxxxx Radio of Florida, Inc., dated June 8, 1995, as defined belowamended, and that certain License Agreement between Hanny Magnetics Limited and Hxxxxx Radio of Florida, Inc., dated as of September 1994, as amended; (xii) and blank stock powers the Sellers shall deliver to Buyer a list of all open purchase orders as of the Closing Date; (as described in Section 1.8), xiii) the Sellers and the Buyer shall instruct the transfer agent for execute and deliver such other instruments of conveyance as the Buyer Common Stock may reasonably request in order to effect the sale, transfer, conveyance and assignment to the Buyer of valid ownership of the Acquired Assets owned by the Sellers; and (xiv) the Sellers shall deliver to the Escrow Agent Buyer, or otherwise put the Buyer in possession and control of, all of the Acquired Assets of a certificate for tangible nature owned by the Escrow Shares (as defined below) being placed in escrow on the Closing Date pursuant to Section 1.8Sellers.

Actions at the Closing. At the Closing, the parties hereto shall ---------------------- take such actions and execute and deliver such agreements and other instruments and documents as necessary or appropriate to effect the transactions contemplated by this Agreement in accordance with its terms, including without limitation the following: (a) Each of the Company Limited Partners will deliver to Purchaser a certificate or certificates representing all of such Limited Partner's LP Interests, together with limited partnership powers duly endorsed in blank for transfer of such Interests to Purchaser, and the Limited Partners shall deliver all other documents required of the Limited Partners pursuant to the Buyer and the Acquisition Subsidiary the various certificatesAgreement, instruments and documents referred to in Section 5.1including affidavits of loss if necessary; (b) Each of the Buyer Stockholders will deliver to Purchaser a certificate or certificates representing all of such Stockholder's GP Shares, together with stock powers duly endorsed in blank for transfer of such GP Shares to Purchaser, and the Acquisition Subsidiary Stockholders shall deliver all other documents required of the Stockholders pursuant to the Company the various certificates, instruments and documents referred to in Section 5.2Agreement; (c) the Surviving Corporation shall file the Certificate of Merger with the Secretary of State Purchaser will deliver to Sellers' Agent in respect of the State Limited Partners by cashier's check or wire transfer such portion of Delaware the Cash Consideration payable to each Limited Partner as set forth in the Exhibit C, net of the amounts deposited in escrow as set forth in --------- Section 2.3(a) below, and the Articles Purchaser will deliver all other documents required of Merger with the Department;Purchaser herein; and (d) Purchaser will deliver to Sellers' Agent in respect of each Stockholder (i) by cashier's check or wire transfer such portion of the stockholders Cash Consideration payable to each such Stockholder as set forth on Exhibit D and (ii) certificates representing the number of record shares --------- of Parent Stock owed to each such Stockholder as set forth in Exhibit ------- D, net of the Company immediately prior to amounts deposited in escrow as set forth in Section - 2.3(a) below, and Purchaser will deliver all other documents required of Purchaser herein. Each of the Effective Time (Limited Partnership, the "Stockholders") shall deliver to the Buyer the certificate(s) representing his Common Shares (as defined below); (e) the Buyer shall pay to General Partner, each Limited Partner, each Stockholder and the Sellers' Agent acknowledges and agrees that Purchaser's sole obligation under this Section 2.2 and in respect of any payment or other transfer of value to be made by wire Purchaser or Parent hereunder shall be to make such payment or transfer to Sellers' Agent and to no other person or entity, and that neither Purchaser nor Parent shall have any liability for, and none of the Limited Partnership, the General Partner, any Limited Partner or any Stockholder shall have any recourse to Purchaser or Parent for, any failure or delay by Sellers' Agent to deliver such payment or transfer to the account designated in writing beneficial owner and ultimate party entitled thereto. Any payment or transfer of value made by such Stockholder the cash into which his Common Shares are converted pursuant Purchaser or Parent hereunder to Section 1.5, and the Buyer Sellers' Agent shall instruct the be deemed for all purposes hereunder to be a payment or transfer agent for the Buyer's common stock, $.01 par of value per share ("Buyer Common Stock"), to deliver certificates for the Initial Shares (as defined below) to each Stockholder in accordance with Section 1.5 at the Closing; and (f) the Buyer, Devix X. Xxxxxx, xx his capacity as indemnification representative for the Stockholders (the "Indemnification Representative"), and United States Trust Company (the "Escrow Agent") shall execute and deliver an Escrow Agreement in the form attached hereto as Exhibit A (the "Escrow Agreement"), the Stockholders shall deliver made by Purchaser or Parent to the Escrow Agent the Escrow LC (as defined below) and blank stock powers (as described in Section 1.8), and the Buyer shall instruct the transfer agent for the Buyer Common Stock to deliver to the Escrow Agent a certificate for the Escrow Shares (as defined below) being placed in escrow on the Closing Date pursuant to Section 1.8beneficial owner thereof.

Actions at the Closing. At the Closing: (a) the Company Petrenko shall deliver to Seller certificates representing the Buyer and the Acquisition Subsidiary the various certificates, instruments and documents referred to shares of Liberator Common Stock specified in Section 5.11.2 above, duly endorsed for transfer to the Seller or with separate stock powers attached thereto signed in blank; (b) Petrenko shall provide his written resignation (i) from the Buyer Board of Directors of Seller, and the Acquisition Subsidiary shall deliver to the Company the various certificates, instruments and documents referred to in Section 5.2(ii) as Executive Vice President of Seller; (c) Xxxxxx Xxxxxxxx shall provide her written resignation from the Surviving Corporation shall file the Certificate position of Merger with the Secretary Vice President of State of the State of Delaware and the Articles of Merger with the DepartmentSeller; (d) each Xxxxx Xxxxxxxx and Xxxxxx Xxxxx, an individual resident of the stockholders State of record Georgia (“Xxxxx”), shall provide their written resignations from the Board of Directors of the Company immediately prior to the Effective Time (the "Stockholders") shall deliver to the Buyer the certificate(s) representing his Common Shares (as defined below)Company; (e) the Buyer Purchaser shall pay Seller Seven Hundred Thousand Dollars and No Cents ($700,000.00) in immediately available funds (the “Purchase Price”), payable as follows: (i) One Hundred Fifty Thousand Dollars and No Cents ($150,000.00) shall be paid to each Stockholder the Seller at the time of execution of this Agreement in form of a non-refundable deposit (the “Deposit”). In the event the transactions fail to close as contemplated in Section 1.3 above, the Seller shall be entitled to retain the Deposit unless such failure to close was caused by wire the Seller’s decision not to proceed with the transactions contemplated by this Agreement. (ii) Five Hundred Fifty Thousand Dollars and No Cents ($550,000.00) shall be paid to the Seller at the Closing. (f) Seller shall deliver to Purchaser certificates representing the shares of Company Stock as specified in Section 1.2 above, duly endorsed for transfer to the Purchaser or with separate stock powers attached thereto signed in blank; (g) The Liberator Common Stock acquired from Petrenko under Section 1.4(a) shall be held in a traditional escrow account designated until (i) that certain credit facility loan from Advance Financial Corporation to Seller, dated as of May 24, 2011, in writing by such Stockholder the cash into which his Common Shares are converted pursuant to Section 1.5original amount of Seven Hundred Fifty Thousand Dollars ($750,000) (the “Advance Financial Loan”), and (ii) that certain loan from Credit Cash LLC to Seller, dated as of May 19, 2011, in the Buyer original amount of Four Hundred Thousand Dollars ($400,000) (the “Credit Cash Loan”) have been satisfied or Petrenko and Company have been provided with a written release of any liability thereunder as a guarantor or co-borrower, as applicable, which Seller shall instruct obtain no later than August 1, 2012, at which time the transfer agent Liberator Common Stock shall be released to Seller. In addition to the foregoing, the escrow agreement (the “Escrow Agreement”) shall provide that: (i) if by August 1, 2012 the Advance Financial Loan and the Credit Cash Loan have not been satisfied and Petrenko and Company have not been provided with the written releases described in the previous sentence, then the Liberator Common Stock shall be returned to Purchaser, and (ii) all stock held in escrow may be used to satisfy the Advance Financial Loan and/or the Credit Cash Loan in the event that, at any time prior to the earlier to occur of escrow release or August 1, 2012, any such claims for repayment are made against Petrenko by Advance Financial Corporation or Credit Cash Loan under their respective loans referenced above. (h) Seller shall release to Purchaser all Company books, records, and files possessed by Seller; and (i) Seller will cause its affiliate, One Up Innovations, Inc., to provide rental space (the same space the Company has occupied immediately before the Closing) to the Company on a month-to-month basis at the rate of Twelve Thousand Dollars ($12,000) per month to provide the Company time to transition to separate facilities. (j) In addition to the foregoing, the following documents shall be duly executed and delivered by the respective parties thereto: (i) The Escrow Agreement, in substantially the form attached as Exhibit A to this Agreement, by and between the Parties. (ii) Duly executed resolutions of the Company’s Board of Directors approving the transactions contemplated by this Agreement and each of the other definitive instruments, certificates and agreements described in this Section 1.4 (collectively, the “Transaction Documentation”), and authorizing a person or persons to execute the Transaction Documentation and any documents required in connection therewith. (iii) Duly executed resolutions of Seller’s Board of Directors approving the Transaction Documentation, and authorizing a person or persons to execute the Transaction Documentation and any documents required in connection therewith. (k) Seller shall provide to Purchaser at Closing a signed acknowledgement of the following: (i) the Company’s general ledger detail and bank statements for the Buyer's common stockmonths ended January 27, $.01 par value per share 2011 through August 31, 2011, ("Buyer Common Stock"), to deliver certificates ii) the Company’s preliminary general ledger detail for the Initial Shares (as defined below) month of September, 2011 with all of the transactions entered up to each Stockholder the Closing Date, which ledger shall be finalized after the Closing Date in accordance with Section 1.5 at the Closing; and4.7 below. (fl) Seller shall provide to Petrenko a release of Petrenko’s liability under that certain Guaranty dated March 17, 2011 given by Petrenko in favor of Hope Capital, Inc. (“Hope Capital”), in connection with that certain loan from Hope Capital to Seller in the Buyer, Devix X. Xxxxxx, xx his capacity as indemnification representative for the Stockholders original principal amount of One Hundred Thirty Thousand Dollars ($130,000) (the "Indemnification Representative"“Hope Capital Loan”), and United States Trust Company (the "Escrow Agent") which release shall execute and deliver an Escrow Agreement in the form attached hereto as Exhibit A (the "Escrow Agreement"), the Stockholders shall deliver to the Escrow Agent the Escrow LC (as defined below) and blank stock powers (as described in Section 1.8), and the Buyer shall instruct the transfer agent for the Buyer Common Stock to deliver to the Escrow Agent a certificate for the Escrow Shares (as defined below) being placed in escrow on the Closing Date pursuant to Section 1.8be duly executed by Hope Capital.

Actions at the Closing. At the Closing: (ai) MicroStrategy and Buyer shall jointly prepare a statement (the “Closing Statement”) setting forth (A) the Company aggregate amount of Indebtedness as of the Closing Date, (B) all Seller Transaction Expenses (except to the extent paid, discharged or otherwise satisfied at or prior to the Closing), (C) the Estimated Closing Working Capital Amount, which Closing Statement shall be used to calculate the Estimated Purchase Price, and (D) the amount of Retained Cash; (ii) Each Seller shall deliver (or cause to the be delivered) to Buyer and the Acquisition Subsidiary the various certificates, instruments and documents referred required to in be delivered under Section 5.16.1; (biii) the Buyer and the Acquisition Subsidiary shall deliver (or cause to the Company be delivered) to each Seller the various certificates, instruments and documents referred required to in be delivered under Section 5.26.2; (civ) the Surviving Corporation shall file the Certificate of Merger with the Secretary of State of the State of Delaware and the Articles of Merger with the Department; (d) each of the stockholders of record of the Company immediately prior to the Effective Time (the "Stockholders") Each Seller shall deliver to the Buyer the certificate(s) representing his Common evidencing the Shares (as defined belowowned by such Seller, duly endorsed or with stock powers duly executed by such Seller; provided that such obligation of the Rollover Sellers may be delayed if Buyer delays its purchase of the Rollover Shares in accordance with Section 1.2(c); (ev) MicroStrategy shall, or shall cause the Company to, deliver to Buyer shall pay to each Stockholder by wire transfer to the account designated in writing by such Stockholder certificate of formation, limited liability company operating agreement, minute books, stock books, ledgers and registers, corporate seals and other similar records of the cash into which his Common Shares are converted pursuant to Section 1.5, Company and its Subsidiary; (vi) MicroStrategy and the Buyer shall instruct the transfer agent for the Buyer's common stock, $.01 par value per share ("Buyer Common Stock"), to deliver certificates for the Initial Shares (as defined below) to each Stockholder in accordance with Section 1.5 at the Closing; and (f) the Buyer, Devix X. Xxxxxx, xx his capacity as indemnification representative for the Stockholders (the "Indemnification Representative"), and United States Trust Company (the "Escrow Agent") shall execute and deliver an Escrow to each other a Transition Services Agreement in substantially the form attached hereto as Exhibit B, pursuant to which MicroStrategy shall provide certain transition services to Buyer (the “Transition Services Agreement”); (vii) MicroStrategy and the Company shall execute and deliver to each other a Sublease Agreement substantially in the form attached hereto as Exhibit A C (the "Escrow Agreement"“Sublease”), ; (viii) MicroStrategy Service Corporation (at the Stockholders direction of MicroStrategy) and the Company shall execute and deliver to each other a Software License Agreement substantially in the Escrow Agent form attached hereto as Exhibit D (the Escrow LC “Software License Agreement”); (ix) MicroStrategy and the Company shall execute and deliver to each other an amendment to the Intellectual Property Assignment and License Back Agreement dated October 10, 2003 between MicroStrategy and the Company substantially in the form attached hereto as defined belowExhibit E; (x) MicroStrategy and the Company shall enter into an Assignment Agreement with respect to each nondisclosure or confidentiality agreement to which MicroStrategy and a prospective Company dealer or Company equipment supplier are parties (each, a “Dealer/Supplier NDA”) and blank stock powers are listed on Schedule 1.3(b)(x) substantially in the form attached hereto as Exhibit F; (as described in Section 1.8), and the xi) Buyer shall instruct pay to each Cash Seller the applicable portion of the Estimated Purchase Price in cash by wire transfer agent for of immediately available funds to one or more accounts designated by such Cash Seller; (xii) Buyer shall issue to each Rollover Seller the number of Preferred Shares to which such Rollover Seller is entitled in accordance with Section 1.2(b); provided that Buyer’s obligation to so issue Preferred Shares may be delayed in accordance with Section 1.2(c); (xiii) Buyer Common Stock shall pay to each Seller the applicable portion of the Eon Adjustment Amount in cash by wire transfer of immediately available funds to one or more accounts designated by such Seller; and (xiv) The Parties shall execute and deliver to each other a cross-receipt evidencing the Escrow Agent a certificate for the Escrow Shares (as defined below) being placed in escrow on the Closing Date pursuant transactions referred to Section 1.8above.

Actions at the Closing. At the Closing: (ai) the Company Sellers shall deliver (or cause to be delivered) to the Buyer and the Acquisition Subsidiary the various certificates, instruments and documents referred required to in be delivered under Section 5.1; (bii) the Buyer and the Acquisition Subsidiary shall deliver (or cause to be delivered) to the Company Sellers the various certificates, instruments and documents referred required to in be delivered under Section 5.2; (ciii) the Surviving Corporation shall file the Certificate of Merger with the Secretary of State of the State of Delaware and the Articles of Merger with the Department; (d) each of the stockholders of record of the Company immediately prior to the Effective Time (the "Stockholders") shall deliver to the Buyer the certificate(s) representing his Common Shares (as defined below); (e) the Buyer shall pay to each Stockholder by wire transfer to the account designated in writing by such Stockholder the cash into which his Common Shares are converted pursuant to Section 1.5, Sellers and the Buyer shall instruct the transfer agent for the Buyer's common stock, $.01 par value per share ("Buyer Common Stock"), to deliver certificates for the Initial Shares (as defined below) to each Stockholder in accordance with Section 1.5 at the Closing; and (f) the Buyer, Devix X. Xxxxxx, xx his capacity as indemnification representative for the Stockholders (the "Indemnification Representative"), and United States Trust Company (the "Escrow Agent") shall execute and deliver an Escrow the Transition Services Agreement in the form attached hereto as Exhibit A A; (iv) the "Sellers shall execute and deliver a Bxxx of Sale in substantially the form attached hereto as Exhibit B; (v) the Parent, Analog BV, the Buyer and any applicable Buyer Designee(s) shall execute and deliver the License Agreement in the form attached hereto as Exhibit C; (vi) each Seller owning patents or patent applications included in the Acquired Assets shall execute and deliver a Patent Assignment in substantially the form attached hereto as Exhibit D; (vii) each Seller owning registered trademarks included in the Acquired Assets shall execute and deliver a Trademark Assignment in substantially the form attached hereto as Exhibit E; (viii) each Seller owning registered mask works included in the Acquired Assets shall execute and deliver a Mask Work Assignment in substantially the form attached hereto as Exhibit F; (ix) the Buyer shall execute and deliver to Sellers an Instrument of Assumption of Liabilities in substantially the form attached hereto as Exhibit G; (x) the applicable Sellers and the applicable Buyer Designees shall execute the Country-Specific Asset Purchase Agreements and such additional documents as may be reasonably necessary to consummate the transactions contemplated by the Country-Specific Asset Purchase Agreements; (xi) the Parent, Buyer and the Escrow Agent under the Escrow Agreement shall execute and deliver the Escrow Agreement"; (xii) the Sellers and the Buyer and/or the applicable Buyer Designees shall execute and deliver such other instruments of conveyance as the Buyer may reasonably request in order to effect the sale, transfer, conveyance and assignment to the Buyer and/or the applicable Buyer Designees of valid ownership of the Acquired Assets owned by the Sellers; (xiii) the Buyer and the Sellers shall execute and deliver such other instruments as any Seller may reasonably request in order to effect the assumption by the Buyer and/or the applicable Buyer Designees of the Assumed Liabilities; (xiv) each Seller shall transfer the Books and Records to the Buyer and/or the applicable Buyer Designees; (xv) the Buyer shall pay to the Parent the Purchase Price Payment in cash by wire transfer of immediately available funds into an account designated by the Parent in accordance with Section 1.2(a); (xvi) the Sellers shall put the Buyer and/or the applicable Buyer Designees in possession and control of, all of the Stockholders Acquired Assets of a tangible nature owned by the Sellers; (xvii) each Seller that shall transfer an interest in U.S. real property pursuant to this Agreement or the Ancillary Agreements shall deliver to the Escrow Agent Buyer a certification to the Escrow LC (effect that such Seller is not a “foreign person” as defined below) and blank stock powers (as described in Section 1.8), 1445 of the Code; and (xviii) the Parties shall execute and the Buyer shall instruct the transfer agent for the Buyer Common Stock to deliver to each other a cross-receipt evidencing the Escrow Agent a certificate for the Escrow Shares (as defined below) being placed in escrow on the Closing Date pursuant transactions referred to Section 1.8above.

Actions at the Closing. At the Closing: (ai) the Company Seller shall deliver (or cause to be delivered) to the Buyer and the Acquisition Subsidiary the various certificates, instruments and documents referred required to in be delivered under Section 5.16.1; (bii) the Buyer and the Acquisition Subsidiary shall deliver (or cause to be delivered) to the Company Seller the various certificates, instruments and documents referred required to in be delivered under Section 5.26.2; (c) the Surviving Corporation shall file the Certificate of Merger with the Secretary of State of the State of Delaware and the Articles of Merger with the Department; (d) each of the stockholders of record of the Company immediately prior to the Effective Time (the "Stockholders") shall deliver to the Buyer the certificate(s) representing his Common Shares (as defined below); (eiii) the Buyer shall pay to each Stockholder by wire transfer execute and deliver to the account designated in writing by such Stockholder Seller the cash into which his Common Shares are converted pursuant to Section 1.5, and the Buyer shall instruct the transfer agent for the Buyer's common stock, $.01 par value per share ("Buyer Common Stock"), to deliver certificates for the Initial Shares (as defined below) to each Stockholder in accordance with Section 1.5 at the Closing; andPromissory Note; (fiv) the Buyer, Devix X. Xxxxxx, xx his capacity as indemnification representative for the Stockholders (the "Indemnification Representative"), and United States Trust Company (the "Escrow Agent") Seller shall execute and deliver an Escrow a Bill of Sale in the form attached hereto as EXHIBIT B; (v) the Seller shall execute and deliver a Patent Assignment Agreement in the form attached hereto as Exhibit A EXHIBIT C (the "Escrow Patent Agreement"); (vi) the Seller shall execute and deliver a Trademark Assignment Agreement in the form attached hereto as EXHIBIT D (the "Trademark Agreement"); (vii) the Buyer shall execute and deliver to the Seller an Assignment and Assumption Agreement in the form attached hereto as EXHIBIT E (the "Assumption Agreement"); (viii) the Buyer and the Seller shall execute and deliver a Manufacturing Agreement (the "Manufacturing Agreement") and a Quality Agreement appended thereto, in the Stockholders forms attached hereto as EXHIBIT F; (ix) the Buyer and the Seller shall execute and deliver the Transition Services Agreement in the form attached hereto as EXHIBIT G (the "Transition Services Agreement"); (x) the Buyer shall pay to the Seller the Closing Cash Payment by wire transfer of immediately available funds into an account designated by the Seller; (xi) the Buyer shall deliver to the Escrow Agent Seller a certificate representing the Escrow LC Shares as the Closing Stock Payment; (as defined belowxii) and blank stock powers (as described in Section 1.8), and the Buyer Buyer's counsel shall instruct the transfer agent for the Buyer Common Stock to deliver to the Escrow Agent Seller a certificate legal opinion in the form attached hereto as EXHIBIT H; (xiii) the Seller's corporate counsel shall deliver to the Buyer a legal opinion in the form attached hereto as EXHIBIT I; (xiv) the Seller's patent counsel shall deliver to the Buyer a legal opinion in the form attached hereto as EXHIBIT J; (xv) the Seller shall deliver to the Buyer, or otherwise put the Buyer in possession and control of, all of the Acquired Assets of a tangible nature, including documents and data in electronic formats, to the extent that such documents and data are in electronic formats; (xvi) the Seller shall deliver to the Buyer original executed versions of the documents referenced in items 1, 2, 5 and 6 of Section 3.3(b) of the Seller's Disclosure Schedule; (xvii) the Buyer and the Seller shall execute and deliver to each other a cross-receipt evidencing the transactions referred to above; and (xviii) the Seller shall deliver to the Buyer an agreement executed by the Seller for delivery to the Escrow Shares Buyer's designated lenders concerning access to and ownership of the Acquired Assets and the Phos-Lo Products and such other matters as the lenders may reasonably require in a form reasonably satisfactory to the Seller and the Buyer. The agreements and instruments referred to in clauses (iii), (iv), (v), (vi), (vii), (viii), (ix) and (xviii) above are referred to herein as defined below) being placed in escrow on the Closing Date pursuant to Section 1.8"Ancillary Agreements."

Actions at the Closing. At the Closing: (ai) the Company Sellers shall deliver (or cause to be delivered) to the Buyer and the Acquisition Subsidiary the various certificates, instruments and documents referred required to in be delivered under Section 5.1; (bii) the Buyer and the Acquisition Subsidiary shall deliver (or cause to be delivered) to the Company Sellers the various certificates, instruments and documents referred required to in be delivered under Section 5.2; (ciii) the Surviving Corporation Sellers shall file execute and deliver a Xxxx of Sale in substantially the Certificate of Merger with the Secretary of State of the State of Delaware and the Articles of Merger with the Departmentform attached hereto as Exhibit A; (div) each of the stockholders of record of the Company immediately prior to the Effective Time (the "Stockholders") Sellers shall deliver to the Buyer the certificate(s) representing his Common Shares (as defined below)Business Financial Statements; (ev) the Sellers and the Buyer shall execute and deliver such other instruments of conveyance as the Buyer may reasonably request in order to effect the sale, transfer, conveyance and assignment to the Buyer of valid ownership of the Acquired Assets owned by the Sellers; (vi) the Buyer and the relevant Seller shall execute and deliver the German Transfer Deed, in form reasonably acceptable to the Buyer and the Sellers; (vii) the Buyer shall execute and deliver to each Seller an Assumption Agreement in substantially the form attached hereto as Exhibit C; (viii) the Buyer and the Sellers shall execute and deliver the Inventory Agreement in substantially the form attached hereto as Exhibit D; (ix) the Buyer and the Sellers shall execute and deliver the License Agreement in substantially the form attached hereto as Exhibit E; (x) the Buyer and the Sellers shall execute and deliver the Transition Services Agreement; (xi) the Buyer and the Sellers shall received the Codec License Agreement; (xii) the Buyer and the Sellers shall execute and deliver such other instruments as any Seller may reasonably request in order to effect the assumption by the Buyer of the Buyer Liabilities; (xiii) the Buyer shall pay to each Stockholder the Sellers the Purchase Price in cash by wire transfer of immediately available funds into an account designated by the Sellers in writing not less than two (2) Business Days before the Closing Date; (xiv) the Sellers shall deliver to the account designated in writing Buyer all of the Acquired Assets of a tangible nature owned by such Stockholder the cash into which his Common Shares are converted pursuant to Section 1.5, and the Buyer shall instruct the transfer agent for the Buyer's common stock, $.01 par value per share ("Buyer Common Stock"), to deliver certificates for the Initial Shares (as defined below) to each Stockholder in accordance with Section 1.5 at the ClosingSellers; and (fxv) the Buyer, Devix X. Xxxxxx, xx his capacity as indemnification representative for the Stockholders (the "Indemnification Representative"), and United States Trust Company (the "Escrow Agent") Parties shall execute and deliver an Escrow Agreement in to each other a cross-receipt evidencing the form attached hereto as Exhibit A (the "Escrow Agreement"), the Stockholders shall deliver transactions referred to the Escrow Agent the Escrow LC (as defined below) and blank stock powers (as described in Section 1.8), and the Buyer shall instruct the transfer agent for the Buyer Common Stock to deliver to the Escrow Agent a certificate for the Escrow Shares (as defined below) being placed in escrow on the Closing Date pursuant to Section 1.8above.

Actions at the Closing. At the Closing: (a) the Company shall deliver to the Buyer and the Acquisition Subsidiary the various certificates, instruments and documents referred to in Section 5.1; (b) the Buyer and the Acquisition Subsidiary shall deliver to the Company the various certificates, instruments and documents referred to in Section 5.2; (c) the Surviving Corporation shall file the Certificate of Merger with the Secretary of State of the State of Delaware the Certificate of Merger; (b) the Buyer or the Transitory Subsidiary shall make the payments set forth in Section 1.5 hereof; (c) the Company shall deliver copies to the Buyer of all of the waivers, permits, consents, approvals, authorizations, registrations, filings and notices set forth on Schedule 1.3(c) (which the Articles of Merger with the DepartmentCompany shall have obtained or effected at its own expense); (d) each the Company shall deliver copies to the Buyer of the stockholders resignations, effective as of record the Closing, of each director and officer of the Company immediately prior and its Subsidiaries (other than any such resignations which the Buyer designates, by written notice to the Effective Time (the "Stockholders") shall deliver to the Buyer the certificate(s) representing his Common Shares (Company, as defined belowunnecessary); (e) the Buyer shall pay to each Stockholder by wire transfer receive documentation, in form and substance reasonably satisfactory to the account designated in writing by such Stockholder the cash into which his Common Shares are converted pursuant to Section 1.5Buyer, and the Buyer shall instruct evidencing the transfer agent for or assignment by the Buyer's common stock, $.01 par value per share ("Buyer Common Stock"), Company of the Excluded Company Intellectual Property to deliver certificates for the Initial Shares (as defined below) to each Stockholder in accordance with Section 1.5 at the Closing; andExcluded Company Intellectual Property Licensor; (f) the Buyer, Devix X. Xxxxxx, xx his capacity as indemnification representative for Buyer and the Stockholders Excluded Company Intellectual Property Licensor shall have executed and delivered a License Agreement in a form mutually agreed to by such persons (the "Indemnification Representative"“License Agreement”), ; (g) the Buyer shall receive evidence that this Agreement and United States Trust Company the Merger have received the Requisite Stockholder Approval; (h) the "Escrow Agent") Buyer shall execute and deliver an receive a fully executed copy of the Aurora Escrow Agreement by and between the Company and the stockholder representative identified therein dated as of the date hereof, in the form attached hereto as Exhibit A (the "“Aurora Escrow Agreement"”), and the Stockholders Holdback Release Agreement dated as of the date hereof by and between the Company and the escrow agent identified therein (the “Aurora Holdback Agreement”) in a form satisfactory to the Buyer in its sole discretion and shall receive evidence satisfactory to it that the shares of Series B Preferred Stock referenced therein are held by the escrow agent thereunder; (i) the Buyer shall receive evidence that all outstanding shares of Series B Preferred Stock (including the shares of Series B Preferred Stock held in the Aurora Escrow Account) have been converted into shares of Common Stock pursuant to the terms of the Certificate of Incorporation; (j) the Buyer shall have received evidence that all Warrants have been exercised in full; (k) the Buyer shall receive such other certificates and instruments (including certificates of good standing of the Company and the Subsidiaries in their jurisdictions of organization and the various foreign jurisdictions in which they are qualified, certified charter documents, certificates as to the incumbency of officers and the adoption of authorizing resolutions) as it shall reasonably request in connection with the Closing; (l) the Representative shall receive such other certificates and instruments (including certificates of good standing of the Buyer and the Transitory Subsidiary in their jurisdictions of organization, certified charter documents, certificates as to the incumbency of officers and the adoption of authorizing resolutions) as it shall reasonably request in connection with the Closing; (m) the Buyer, the Representative and the Escrow Agent shall execute and deliver the Escrow Agreement, and the Buyer or the Transitory Subsidiary shall deposit the Escrow Amount with the Escrow Agent pursuant to Sections 1.5(c) and 1.11; (n) the Buyer, the Representative and the Paying Agent shall execute and deliver a customary paying agent agreement; (o) the Company shall deliver to the Escrow Agent Buyer and to the Escrow LC Internal Revenue Service notices that the Company Shares are not “U.S. real property interests” in accordance with Treasury Regulations under Sections 897 and 1445 of the Code; (as defined belowp) and blank stock powers (as described in Section 1.8), and the Buyer Company shall instruct the transfer agent for the Buyer Common Stock to deliver to the Escrow Agent a certificate for the Escrow Shares (as defined below) being placed in escrow Buyer on the Closing Date pursuant a certificate as to Section 1.8the cash balances of the Company and each Subsidiary as of the close of business on July 22, 2011, with supporting materials in detail reasonably acceptable to the Buyer; and (q) the Company shall deliver to the Buyer a Merger Consideration Allocation Schedule which sets forth the allocation of proceeds to the Equity Holders contemplated by Article I of this Agreement.

Actions at the Closing. At the Closing: (a) the Company shall deliver to the Buyer Parent and the Acquisition Subsidiary the various certificates, instruments and documents referred to in Section 5.1be delivered by the Company pursuant to Sections 5.1 and 5.2; (b) the Buyer Parent and the Acquisition Subsidiary shall deliver to the Company the various certificates, instruments and documents referred to in Section 5.2be delivered by the Parent and/or Acquisition Subsidiary pursuant to Sections 5.1 and 5.3; (c) the Surviving Corporation shall file the Certificate Articles of Merger with the Secretary of State of the State of Delaware and the Articles of Merger with the DepartmentWyoming; (d) each of the stockholders of record of the Company immediately prior Split-Off Purchaser shall surrender to the Effective Time Parent 24,400,000 shares of Parent Common Stock (the "Stockholders"“Share Contribution”) shall deliver to in connection with the Buyer the certificate(s) representing his Common Shares (as defined below);Split-Off; and (e) the Buyer shall pay to each Stockholder by wire transfer to the account designated in writing by such Stockholder the cash into which his Common Shares are converted pursuant to Section 1.5Parent, and the Buyer shall instruct the transfer agent for the Buyer's common stockKxxxxxxx Xxxxxxx, $.01 par value per share ("Buyer Common Stock"), to deliver certificates for the Initial Shares (as defined below) to each Stockholder in accordance with Section 1.5 at the Closing; and (f) the Buyer, Devix X. Xxxxxx, xx his capacity as indemnification representative for the Stockholders Indemnification Representative (the "“CCI Indemnification Representative"”), and United States Trust Company Fxxxx Sxxxxxxx LLP, as escrow agent (the "“Indemnification Escrow Agent") ” or the “Escrow Agent”), shall execute and deliver an the CCI Indemnification Shares Escrow Agreement Agreement, in substantially the form attached hereto as Exhibit A D-1 (the "“CCI Indemnification Escrow Agreement"”), and the Stockholders Parent shall deliver to the Escrow Agent the Escrow LC (as defined below) and blank stock powers (as described in Section 1.8), and the Buyer shall instruct the transfer agent for the Buyer Common Stock to deliver to the Indemnification Escrow Agent a certificate for the CCI Indemnification Escrow Shares (as defined below) being placed in escrow on the Closing Date pursuant to Section 1.8the CCI Indemnification Escrow Agreement. (f) the Parent, Buyside Equity Partners, LLC (“Buyside”) and the Indemnification Escrow Agent, shall execute and deliver the Buyside Indemnification Escrow Agreement, in substantially the form attached hereto as Exhibit D-2 (the “Buyside Indemnification Escrow Agreement”), and Buyside shall deliver to the Indemnification Escrow Agent one or more certificates for the Buyside Indemnification Escrow Shares (as defined below) being placed in escrow on the Closing Date pursuant to the Buyside Indemnification Escrow Agreement.

Actions at the Closing. At Simultaneously with, or prior ---------------------- to, the Closingexecution and delivery of this Agreement, the following actions shall occur: (a) A registration rights agreement (the Company shall deliver to "Registration Rights Agreement") by and among the Buyer Corporation, GSCP, the GSCP Investors and the Acquisition Subsidiary Stockholder, substantially in the various certificatesform of Exhibit C hereto, instruments shall be duly --------- executed and documents referred to in Section 5.1;delivered by the Corporation and such parties. (b) the Buyer and the Acquisition Subsidiary The Corporation shall deliver to GSCP: (i) long-form certificates of good standing for the Company Corporation from the various certificatesStates of New Jersey, instruments Delaware, Michigan, California and documents referred Texas and an "extrait K-bis" (or equivalent certification) from France with respect to in Section 5.2; (c) the Surviving Corporation shall file the Certificate Subsidiary, dated as of Merger with the Secretary of State of the State of Delaware and the Articles of Merger with the Department; (d) each of the stockholders of record of the Company immediately a date no earlier than five days prior to the Effective Time Closing Date, (the "Stockholders"ii) shall deliver to the Buyer the certificate(s) representing his Common Shares (as defined below); (e) the Buyer shall pay to each Stockholder by wire transfer to the account designated in writing by such Stockholder the cash into which his Common Shares are converted pursuant to Section 1.5a Secretary's Certificate, and the Buyer shall instruct the transfer agent for the Buyer's common stock, $.01 par value per share ("Buyer Common Stock"), to deliver certificates for the Initial Shares (as defined below) to each Stockholder in accordance with Section 1.5 at the Closing; and (f) the Buyer, Devix X. Xxxxxx, xx his capacity as indemnification representative for the Stockholders (the "Indemnification Representative"), and United States Trust Company (the "Escrow Agent") shall execute and deliver an Escrow Agreement substantially in the form attached hereto as Exhibit A D, (iii) the --------- certificates representing the Preferred Stock and the Warrants and (iv) certified copies, as of a date as close as practicable to the Closing, of the Restated Certificate of Incorporation of the Corporation (the "Escrow AgreementCertificate of Incorporation") and the By-Laws of the Corporation (the "By-Laws"), which Certificate of Incorporation and By-Laws shall be in the Stockholders form of Exhibits E and ---------- F, respectively, attached hereto. (c) GSCP shall deliver receive from Milbank, Tweed, Hadley & McCloy, counsel for the Corporation, its opinion addressed xx XXCP, xxxxx as of the Closing Date, satisfactory in form and substance to GSCP, which shall include the Escrow Agent opinions set forth in Exhibit G attached hereto. --------- (d) Robert R. Grusky shall have been elected as the Escrow LC GSCP designee to thx Xxxxx xx Xxxxxtors of the Corporation and shall hold such position as of the Closing Date, and Gadi Cohen shall hold the position of director as of the Closing Daxx. (as defined belowe) A stockholder agreement (the "Stockholder Agreement") by and blank stock powers among the Corporation, GSCP, the GSCP Investors and the Stockholder, substantially in the form of Exhibit H hereto, pursuant to which, inter alia, --------- ----- ---- GSCP shall have the right to designate one or more members of the Board of Directors of the Corporation, shall be duly executed and delivered by the Corporation and such parties. (as described f) GSCP shall receive from the Stockholder a noncompetition agreement, by and between the Stockholder and GSCP, substantially in Section 1.8)the form of Exhibit I hereto. --------- (g) The Corporation shall have obtained, with financially sound and reputable insurers, directors' and officers' liability insurance, or binders with respect to such insurance, in form satisfactory to GSCP, and the Buyer Corporation shall instruct be named as payee of all benefits under the transfer agent for "key man" term life insurance maintained by the Buyer Common Stock Corporation on the life of the Stockholder in the amount of $4,000,000. (h) GSCP shall have received evidence, reasonably satisfactory to deliver it, of the Reincorporation. (i) GSCP shall have received a Phase I Environmental Site Assessment Report of the facilities and property located at 200 Anderson Avenue, Moonachie, New Jersey, prepared by Geraghty & Xxxxxx, Xxx. xxxxxxxxx to the Escrow Agent standards established by txx Xxxxxcan Xxxxxty of Testing and Materials, or its substantial equivalent, at the Corporation's expense, which shall be acceptable to GSCP in all respects. (j) GSCP shall have received a certificate for copy of the Escrow Shares Property Purchase Agreement. (as defined belowk) being placed GSCP shall have received from the Stockholder a copy of an agreement relating to a dividend remittitur and pledge of shares (the "Dividend Remittitur Agreement") between the Stockholder and the Corporation, substantially in escrow on the Closing Date pursuant to Section 1.8form of Exhibit J hereto. (l) GSCP shall have received from the Stockholder a copy of an Agreement Between Securityholders, by and among the Stockholder, GSCP and the Corporation, substantially in the form of Exhibit K hereto.

Actions at the Closing. At the Closing: (a) the Company and the Company Shareholder shall deliver to the Buyer and the Acquisition Subsidiary the various certificates, instruments and documents referred to in Section 5.17.2; (b) the Buyer and the Acquisition Subsidiary shall deliver to the Company and the Company Shareholder the various certificates, instruments and documents referred to in Section 5.27.3; (c) the Surviving Corporation shall file the Certificate of Merger with the Secretary of State of the State of Delaware and the Articles of Merger with the Department; (d) each of the stockholders of record of the Company immediately prior to the Effective Time (the "Stockholders") Shareholder shall deliver to the Buyer the certificate(scertificates representing the Shares, together with stock powers duly executed by the Company Shareholder; (d) representing his Common Shares (as defined below);the Company shall deliver a copy of the resolutions duly adopted by the board of directors of the Company evidencing authorization of the execution and delivery of this Agreement and the Ancillary Agreements to which it is a party and the consummation of the transactions contemplated hereby and thereby, certified by the Secretary of the Company in form and substance reasonably satisfactory to the Buyer (e) the Buyer shall pay deliver a copy of the resolutions duly adopted by the board of directors of the Buyer evidencing authorization of the execution and delivery of this Agreement and the Ancillary Agreements to each Stockholder which it is a party and the consummation of the transactions contemplated hereby and thereby, certified by wire transfer the Secretary of the Buyer in form and substance reasonably satisfactory to the account designated in writing by such Stockholder the cash into which his Common Shares are converted pursuant to Section 1.5, and the Buyer shall instruct the transfer agent for the Buyer's common stock, $.01 par value per share ("Buyer Common Stock"), to deliver certificates for the Initial Shares (as defined below) to each Stockholder in accordance with Section 1.5 at the Closing; andCompany; (f) the Buyer, Devix X. Xxxxxx, xx his capacity as indemnification representative for the Stockholders Buyer shall pay One Hundred Thirty Million Eight Hundred Fifty-Four Thousand Dollars (the "Indemnification Representative"$130,854,000), and United States Trust in cash, to the Company Shareholder, by wire transfer of immediately available funds, to the accounts designated by the Company Shareholder; (g) the "Escrow Agent"Buyer shall deliver to the Company Shareholder a promissory note payable to the Company Shareholder in the amount of Thirty Million Dollars ($30,000,000) shall execute and deliver an Escrow Agreement in the form attached hereto as Exhibit A (the "“Note”); (h) the Buyer, the Company Shareholder and the Escrow Agent shall execute and deliver the Escrow Agreement"), and the Stockholders Parent shall deposit Nine Hundred Six Thousand Eighty-Four (906,084) shares of the Parent’s common stock, $0.01 par value per share (the “Parent Common Stock”) issued in the name of the Company Shareholder (the “Escrow Shares”) into the account designated by the Escrow Agent for the purposes set forth in Section 1.6, which number of shares has been determined by the Parties by dividing (i) Twenty Million Dollars ($20,000,000) by (ii) the average of the closing price per share of the Parent Common Stock on the New York Stock Exchange over the ten (10) consecutive trading days ending on the trading day that is one (1) trading day prior to the date of this Agreement; (i) the Parent shall deliver to the Escrow Agent Company Shareholder One Million Ninety-Three Thousand Nine Hundred Sixteen (1,093,916) shares (the “Closing Shares” and together with the Escrow LC Shares, the “Parent Shares”) of the Parent Common Stock, issued in the name of the Company Shareholder, which number of shares has been determined by subtracting (as defined belowi) and blank stock powers the number of Escrow Shares from (as described in Section 1.8ii) Two Million (2,000,000), and the value of the Closing Shares shall be equal to (y) the number of Closing Shares multiplied by (z) the average of the closing price per share of the Parent Common Stock on the New York Stock Exchange over the ten (10) consecutive trading days ending on the trading day that is one (1) trading day prior to the date of this Agreement; (j) the Buyer shall instruct pay on behalf of the transfer agent for Company, or cause the Company to pay, all Indebtedness and Unpaid Selling Expenses of the Company in the amounts set forth in the Draft Computation; and (k) the Buyer Common Stock to and the Company Shareholder shall execute and deliver to the Escrow Agent a certificate for the Escrow Shares (as defined below) being placed in escrow on the Closing Date pursuant to Section 1.8Employment Agreement.

Actions at the Closing. At the Closing: (ai) the Company Seller shall deliver (or cause to be delivered) to the Buyer and the Acquisition Subsidiary the various certificates, instruments and documents referred required to in be delivered under Section 5.1; (bii) the Buyer and the Acquisition Subsidiary shall deliver (or cause to be delivered) to the Company Seller the various certificates, instruments and documents referred required to in be delivered under Section 5.2; (ciii) the Surviving Corporation Seller shall file execute and deliver a Xxxx of Sale in substantially the Certificate of Merger with the Secretary of State of the State of Delaware and the Articles of Merger with the Departmentform attached hereto as Exhibit D; (div) each the Seller shall execute and deliver a Trademark Assignment in substantially the form attached hereto as Exhibit E; (v) the Seller and the Buyer shall execute and deliver such other instruments of conveyance as the Buyer may reasonably request in order to effect the sale, transfer, conveyance and assignment to the Buyer of valid ownership of the stockholders of record of Acquired Assets; (vi) the Company immediately prior to the Effective Time (the "Stockholders") Buyer shall execute and deliver to the Buyer Seller an Assumption Agreement in substantially the certificate(s) representing his Common Shares (form attached hereto as defined below)Exhibit F; (evii) the Seller and the Buyer shall execute and deliver the Escrow Agreement in substantially the form attached as Exhibit C; (viii) the Buyer and each executive selected by Buyer shall execute and deliver the respective Employment Agreement in substantially the form attached as Exhibit G; (ix) the Buyer and the Seller shall execute and deliver such other instruments as the Seller may reasonably request in order to effect the assumption by the Buyer of the Assumed Liabilities; (x) the Seller shall transfer to the Buyer all the books, records, files and other data (or copies thereof) within the possession of the Seller relating to the Acquired Assets and reasonably necessary for the continued operation of the Business by the Buyer; (xi) the Seller shall deliver an executed opinion of the Seller's counsel in substantially the form attached as Exhibit H; (xii) the Buyer shall deliver an executed opinion of the Buyer's counsel in substantially the form attached as Exhibit I; (xiii) the Buyer shall pay to each Stockholder the Seller (A) the Cash Portion of the Purchase Price in cash by wire transfer to the of immediately available funds into an account designated by the Seller in writing by such Stockholder the cash into which his Common Shares are converted pursuant to Section 1.5writing, and (B) the Buyer shall instruct Stock Portion of the transfer agent for Purchase Price by the Buyer's delivery of stock certificates representing shares of common stock, $.01 par value per share ("Buyer Common Stock"), to deliver certificates for stock of the Initial Shares (as defined below) to each Stockholder in accordance with Section 1.5 at the ClosingGuarantor; and (fxiv) the Buyer, Devix X. Xxxxxx, xx his capacity as indemnification representative for the Stockholders (the "Indemnification Representative"), and United States Trust Company (the "Escrow Agent") Parties shall execute and deliver an Escrow Agreement to each other a cross-receipt evidencing the transactions referred to above. The agreements and instruments referred to in the form attached hereto clauses (iii) through (xii) above are referred to here in as Exhibit A (the "Escrow AgreementAncillary Agreements."), the Stockholders shall deliver to the Escrow Agent the Escrow LC (as defined below) and blank stock powers (as described in Section 1.8), and the Buyer shall instruct the transfer agent for the Buyer Common Stock to deliver to the Escrow Agent a certificate for the Escrow Shares (as defined below) being placed in escrow on the Closing Date pursuant to Section 1.8.

Actions at the Closing. At the Closing: (ai) the Company Seller shall deliver (or cause to be delivered) to the Buyer and the Acquisition Subsidiary the various certificates, instruments and documents referred required to in be delivered under Section 5.1; (bii) the Buyer and the Acquisition Subsidiary shall deliver (or cause to be delivered) to the Company Seller the various certificates, instruments and documents referred required to in be delivered under Section 5.2; (ciii) the Surviving Corporation shall file the Certificate of Merger with the Secretary of State of the State of Delaware and the Articles of Merger with the Department; (d) each of the stockholders of record of the Company immediately prior to the Effective Time (the "Stockholders") shall deliver to the Buyer the certificate(s) representing his Common Shares (as defined below); (e) the Buyer shall pay to each Stockholder by wire transfer to the account designated in writing by such Stockholder the cash into which his Common Shares are converted pursuant to Section 1.5, and the Buyer shall instruct the transfer agent for the Buyer's common stock, $.01 par value per share ("Buyer Common Stock"), to deliver certificates for the Initial Shares (as defined below) to each Stockholder in accordance with Section 1.5 at the Closing; and (f) the Buyer, Devix X. Xxxxxx, xx his capacity as indemnification representative for the Stockholders (the "Indemnification Representative"), and United States Trust Company (the "Escrow Agent") Seller shall execute and deliver an Escrow Agreement a bill of sale and xxxignment for all of the Acquired Assets in the form attached hereto as Exhibit A (“Bill of Sale”); (iv) the "Escrow Agreement"Seller shall execute and deliver one or more assignments of the Intellectual Property Assets in the form or forms attached hereto as Exhibit B (“IP Assignments”); (v) the Seller and the Buyer shall execute and deliver such other instruments of conveyance as the Buyer may reasonably request in order to effect the sale, transfer, conveyance and assignment to the Stockholders Buyer of valid ownership of the Acquired Assets, each in form and substance reasonably satisfactory to Buyer and its legal counsel; (vi) the Buyer shall execute and deliver to the Seller an Assumption Agreement in substantially the form attached hereto as Exhibit C; (vii) the Buyer and the Seller shall execute and deliver a Transition Services Agreement in substantially the form attached hereto as Exhibit D; (viii) the Buyer and the Seller shall execute and deliver such other instruments as the Seller may reasonably request in order to effect the assumption by the Buyer of the Assumed Liabilities, each in form and substance reasonably satisfactory to Seller; (ix) the Seller shall transfer to the Buyer copies of all books and records, files and other data within the possession of the Seller relating to the Acquired Assets and reasonably necessary for the continued operation of the Business by the Buyer, in a format reasonably acceptable to the Buyer, and without limiting the generality of formats that are reasonably acceptable, books, records, files, and other data that are delivered electronically in WORD, EXCEL or PDF formats, or on paper shall be deemed to be acceptable to the Buyer; (x) the Buyer shall pay to the Seller the Closing Payment in cash by wire transfer of immediately available funds into an account designated by the Seller; (xi) the Buyer shall deliver the Estimated Adjustment Payment to the escrow agent by wire transfer of immediately available funds; (xii) the Seller shall deliver to the Escrow Agent the Escrow LC (as defined below) and blank stock powers (as described in Section 1.8)Buyer, and or otherwise put the Buyer in possession and control of, all of the Acquired Assets of a tangible nature owned by the Seller; and (xiii) the Parties shall instruct the transfer agent for the Buyer Common Stock to execute and deliver to each other a cross-receipt evidencing the Escrow Agent a certificate for the Escrow Shares (as defined below) being placed in escrow on the Closing Date pursuant transactions referred to Section 1.8above.

Actions at the Closing. At the Closing: (a) the Company shall deliver to the Buyer and the Acquisition Transitory Subsidiary the various certificates, instruments and documents referred to in Section 5.15.2; (b) the Buyer and the Acquisition Transitory Subsidiary shall deliver to the Company the various certificates, instruments and documents referred to in Section 5.25.3; (c) the Surviving Corporation shall file the Certificate of Merger with the Secretary of State of the State of Delaware and the Articles Certificate of Merger with the DepartmentMerger; (d) each of the stockholders of record of the Company immediately prior to the Effective Time (the "Company Stockholders") shall deliver to the Buyer the certificate(s) representing his Common his, her or its Company Shares (as defined below); (e) the Buyer shall pay to each Stockholder by wire transfer to the account designated in writing by such Stockholder the cash into which his Common Shares are converted pursuant to Section 1.5, and the Buyer shall instruct the transfer agent for the Buyer's common stock, $.01 par value per share ("Buyer Common Stock"), to deliver certificates a certificate for the Initial Shares (as defined below) to each Company Stockholder in accordance with Section 1.5 at the Closing; and1.5; (f) the Buyer or the Surviving Corporation shall pay to each Company Stockholder 90% of the Merger Consideration (as defined in Section 1.5 below) into which his or her Company Shares are converted pursuant to Section 1.5; and (g) the Buyer, Devix X. Xxxxxx, xx his capacity as indemnification representative for the Stockholders Robexx Xxxxxxxxx xxx Anja Xxxxx (xxe "Indemnification Representatives") and Bankers Trust Co. (the "Indemnification Representative"), and United States Trust Company (the "Escrow Agent") shall execute and deliver an the Indemnification Escrow Agreement in the form attached hereto as Exhibit A A-1 (the "Indemnification Escrow Agreement"), ) and the Stockholders Buyer shall deliver to the Escrow Agent the Escrow LC (as defined below) and blank stock powers (as described in Section 1.8), and the Buyer shall instruct the transfer agent for the Buyer Common Stock to deliver to the Indemnification Escrow Agent a certificate for the Indemnity Escrow Shares (as defined below) being placed in escrow on the Closing Date pursuant to Section 1.81.9. (h) the Buyer, Robexx Xxxxxxxxx xxx Anja Xxxxx (xxe "Repurchase Representatives") and Bankers Trust Co. (the "Repurchase Escrow Agent") shall execute and deliver the Repurchase Escrow Agreement attached hereto as Exhibit A-2 (the "Repurchase Escrow Agreement") and the Buyer shall deliver to the Repurchase Escrow Agent a certificate for the Repurchase Escrow Shares (as defined below) being placed in escrow on the Closing Date pursuant to Section 1.10.

Actions at the Closing. At the Closing: (a) the Company Shareholders shall deliver to the Buyer and the Acquisition Subsidiary Purchaser the various certificates, instruments and documents referred to in Section 5.17.3 below; (b) the Buyer and the Acquisition Subsidiary Purchaser shall deliver to the Company Shareholders the various certificates, instruments and documents referred to in Section 5.27.2 below; (c) each Shareholder shall deliver or procure delivery to Purchaser of certificates/share scrips (“Certificates”) evidencing the Surviving Corporation shall file the Certificate of Merger with the Secretary of State Companies’ Shares accompanied by duly executed transfers of the State Companies’ Shares in favor of Delaware and the Articles of Merger with the Department;Purchaser (or its nominee(s)). (d) Purchaser shall deliver to each Shareholder a check or wire, payable in United States Dollars, in the amount of the portion of the Cash Payment set forth in section 1.3 above and a Share Certificate in the amount of the portion of the Stock Payment set forth in section 1.3 above; Purchaser shall deliver the bank promissory note in terms of section 1.3 above to the Shareholders. (i) procure that the Directors of each of the stockholders of record Companies shall resign and that for the remainder of the Company immediately prior to current term of office of Directors of the Effective Time (Companies, each of the "Stockholders") Companies shall deliver to have a 3 person Board of Directors, with one person designated by Purchaser, one person designated by the Buyer the certificate(s) representing his Common Shares (as defined below); (e) the Buyer shall pay to each Stockholder by wire transfer to the account designated in writing by such Stockholder the cash into which his Common Shares are converted pursuant to Section 1.5Shareholders, and the Buyer third person designated mutually by the 2 designees. (ii) there shall instruct be submitted and accepted the transfer agent for the Buyer's common stock, $.01 par value per share resignations referred to in Section 7.3(f); ("Buyer Common Stock"iii) subject only to their being duly stamped (if applicable), the transfers of the Companies’ Shares contemplated by this Agreement shall be approved and Purchaser and/or its nominee(s) shall be registered as the holders of the Companies’ Shares and new share certificates shall be executed and issued accordingly; (iv) all existing instructions to deliver certificates for banks shall be cancelled and new instructions given in such form as Purchaser may require; and (v) the Initial Shares (as defined below) to each Stockholder in accordance with Section 1.5 at persons set forth on Schedule 2.2 hereto will be appointed officers of the Closing; andCompanies. (f) the Buyer, Devix X. Xxxxxx, xx his capacity as indemnification representative for the Stockholders (the "Indemnification Representative"), and United States Trust Company (the "Escrow Agent") shall execute and deliver an Escrow Agreement in the form attached hereto as Exhibit A (the "Escrow Agreement"), the Stockholders shall deliver Prior to the Escrow Agent Closing, Shareholders will pay US$1,224,290 to clear the Escrow LC (as defined below) debt owed to Companies and blank stock powers (as described in Section 1.8), and the Buyer shall instruct the transfer agent for the Buyer Common Stock to deliver to the Escrow Agent a certificate for the Escrow Shares (as defined below) being placed in escrow on the Closing Date pursuant to Section 1.8Companies will pay off borrowings under line of credit of US$1,169,443.

Actions at the Closing. At the Closing: (a) The Stockholder and ASC shall execute and deliver an Employment Letter substantially in the Company shall deliver to form attached hereto as EXHIBIT A (the Buyer and the Acquisition Subsidiary the various certificates, instruments and documents referred to in Section 5.1;"Maguxxx Xxxloyment Letter"); 6 (b) Petex Xxxx ("Xinn") xnd ASC shall execute and deliver an Employment Letter substantially in the Buyer and form attached hereto as EXHIBIT B (the Acquisition Subsidiary shall deliver to the Company the various certificates, instruments and documents referred to in Section 5.2"Winn Xxxloyment Letter"); (c) the Surviving Corporation Stockholder shall file deliver to ASC certificates evidencing the Certificate of Merger AET Shares (as defined below) duly endorsed in blank or with stock powers duly executed by the Secretary of State of the State of Delaware and the Articles of Merger with the DepartmentStockholder; (d) each of the stockholders of record of the Company immediately prior to the Effective Time (the "Stockholders") ASC shall deliver to the Buyer Stockholder certificates for 53,475 shares and 8,000 shares of the certificate(sASC Shares (as defined below) representing his Common other than the Escrow Shares (as defined below); (e) the Buyer ASC shall pay AET an aggregate of $42,000 to each Stockholder by wire transfer AET to be used in connection with the account designated expenses described in writing by such Stockholder the cash into which his Common Shares are converted pursuant to Section 1.5, and the Buyer shall instruct the transfer agent for the Buyer's common stock, $.01 par value per share ("Buyer Common Stock"), to deliver certificates for the Initial Shares (as defined below) to each Stockholder in accordance with Section 1.5 at the Closing; and4.8 hereof; (f) The promissory note in the Buyer, Devix X. Xxxxxx, xx his capacity amount of $178,344.98 made by AET to the Stockholder shall have been surrendered for cancellation to AET as indemnification representative for a capital contribution by the Stockholders Stockholder; (g) ASC shall make a loan to the "Indemnification Representative"), and United States Trust Company (Stockholder in the "Escrow Agent") shall execute and deliver an Escrow Agreement amount of $80,000 pursuant to a promissory note in the form attached hereto as Exhibit A (EXHIBIT C, which promissory note shall be secured by a pledge of 8,000 of the "Escrow Agreement"), the Stockholders shall deliver ASC Shares to the Escrow Agent Stockholder, such pledge to be substantially in the Escrow LC (form attached hereto as defined below) and blank stock powers (as EXHIBIT D. The Stockholder shall contribute $54,774 of such loan proceeds to AET immediately prior to the Closing to pay the expenses described in Section 1.8)4.8 hereof; (h) Each of Jamex Xxxxxxx, and Xxerxx Xxxxxxx xxx Petex Xxxx xxxll execute a release in the Buyer form attached hereto as EXHIBIT E, acknowledging that ASC will not be liable for back wages owed to any of them at the Closing Date; (i) ASC shall instruct the transfer agent for the Buyer Common Stock to deliver to the Escrow Agent a certificate for hold the Escrow Shares in accordance with and in anticipation of the actions described in Section 4.9 hereof; (as defined belowj) being placed in escrow on AET and ASC shall file with the Closing Date Secretary of State of the State of Delaware the Certificate of Merger; (k) AET shall file with the Secretary of State of the Commonwealth of Massachusetts Articles of Merger pursuant to Section 1.879 of Chapter 156(B) of the Massachusetts General Laws; and (l) ASC and the Stockholder shall deliver such closing certificates as may be reasonably requested by the other Party.

Actions at the Closing. At the Closing: (a) the Company shall deliver to the Buyer copies of (i) all of the waivers, permits, consents, approvals, authorizations, registrations, filings and the Acquisition Subsidiary the various certificates, instruments and documents notices referred to in the last sentence of Section 5.12.4 and (ii) the consent of each holder of an Option in the form attached hereto as Exhibit B; (b) the Buyer and the Acquisition Subsidiary Company shall deliver to the Company Buyer an Investment Representation Letter in the various certificates, instruments and documents referred to in Section 5.2; (c) the Surviving Corporation shall file the Certificate of Merger with the Secretary of State of the State of Delaware and the Articles of Merger with the Department; (d) form attached hereto as Exhibit C executed by each of the stockholders of record of the Company immediately prior to the Effective Time (the "Company Stockholders"), other than holders of Dissenting Shares (as defined in Section 1.9); (c) the Buyer and each of Ivan X. Xxxxxx xxx Waynx X. Xxxxxx xxxll execute and deliver employment letter agreements in the form attached hereto as Exhibit D-1 and Exhibit D-2, respectively; (d) the Buyer and each of Ivan X. Xxxxxx xxx Waynx X. Xxxxxx xxxll execute and deliver Noncompetition Agreements in the form attached hereto as Exhibit E; (e) the Company shall deliver to the Buyer the Buyer's standard form of employee confidentiality agreement executed by each employee of the Company; (f) the Company shall cause Morrxxxx & Xoerxxxx XXX to deliver to the Buyer an opinion in the form attached hereto as Exhibit F, dated as of the Closing Date; (g) the Buyer shall cause Ernst & Young LLP, auditors for the Buyer, to deliver to the Buyer a letter, in a form reasonably satisfactory to the Buyer, to the effect that the Buyer may treat the Merger as a "pooling of interests" for accounting purposes; (h) the Company shall deliver to the Buyer the resignations, effective as of the Effective Time, of each director and officer of the Company; (i) the Company shall cause Alliant Partners (formerly Bentley Hall Von Xxxx Xxxernational) (the "Broker") to deliver to the Buyer a letter or other instrument, in a form reasonably satisfactory to the Buyer, setting forth the total fees and expenses payable to the Broker for the services rendered by the Broker to the Company or its stockholders, which fees shall be consistent with the engagement letter dated September 5, 1996 between the Company and the Broker (the "Broker Agreement"), and the Buyer shall pay such fees. (j) the Buyer shall cause Hale xxx Dorr XXX to deliver to the Company Stockholders an opinion in the form attached hereto as Exhibit G, dated as of the Closing Date; (k) the Company shall cause Morrxxxx & Xoerxxxx XXX to deliver to the Company Stockholders an opinion, dated as of the Closing Date, to the effect that the Merger contemplated by this Agreement constitutes a tax-free reorganization under Section 368(a) of the Code; (l) the Company and the Transitory Subsidiary shall file the Merger Filings with the California Secretary of State; (m) each of the Company Stockholders shall be given the opportunity to deliver to the Buyer the certificate(s) representing his Common Shares or her shares of common stock of the Company (as defined belowthe "Company Shares"); (en) the Buyer shall pay to each Stockholder by wire transfer to the account designated in writing by such Stockholder the cash into which his Common Shares are converted pursuant to Section 1.5, and the Buyer shall instruct the transfer agent for the Buyer's common stock, $.01 par value per share ("Buyer Common Stock"), to deliver certificates for the Initial Shares (as defined below) to each Stockholder in accordance with Section 1.5 at to each Company Stockholder who has delivered to the Closing; andBuyer certificates for Company Shares; (fo) the Buyer, Devix Buyer and Ivan X. Xxxxxx, xx his capacity as indemnification representative for the Stockholders Xxxxxx xxx Waynx X. Xxxxxx (the xxe "Indemnification RepresentativeRepresentatives"), ) and United States State Street Bank and Trust Company (the "Escrow Agent") shall execute and deliver an the Escrow Agreement in the form attached hereto as Exhibit A H (the "Escrow Agreement"), the Stockholders shall deliver to the Escrow Agent the Escrow LC (as defined below) and blank stock powers (as described in Section 1.8), and the Buyer shall instruct the transfer agent for the Buyer Common Stock to deliver to the Escrow Agent a certificate for the Escrow Shares (as defined below) being placed in escrow on the Closing Date pursuant to Section 1.81.7; and (p) the Company shall cause Morrxxxx & Xoerxxxx XXX to present to the Buyer its bill xxx all fees and expenses relating to the transactions contemplated hereby, and the Buyer shall pay such amount, subject to the terms of Section 2.26.

Actions at the Closing. At the Closing: (a) the Company and the Sellers shall deliver to the Buyer: (i) certificates representing (A) all of the Company Shares duly endorsed together with duly executed transfers into the name of the Buyer or its nominee in respect of all of the Company Shares and any other documents necessary to transfer to the Buyer with full title guarantee the Company Shares free and clear of all Security Interests (other than restrictions on transfer arising under applicable securities Laws) and (B) all of the outstanding equity interests in each Subsidiary; (ii) duly executed written instruments (A) releasing (1) any Security Interest (other than Permitted Security Interests) on any asset, right or property of the Company or any Subsidiary and (2) any Security Interest (other than restrictions on transfer arising under applicable securities Laws) on any Company Shares or any other equity securities of the Company or any Subsidiary, and (B) authorizing the filing of UCC-3 termination statements (or other comparable documents) for all UCC-1 financing statements (or other comparable documents) filed in connection with any such Security Interest; (iii) [reserved]; (iv) resignations from such position (but not of employment), effective as of the Closing, of each director and officer (or person holding a comparable position) of the Company or any Subsidiary; (v) an opinion of Bird and Bird, U.K. counsel to the Company and the Sellers, in the form attached hereto as Exhibit B addressed to the Buyer and dated as of the Acquisition Subsidiary Closing Date; (vi) [reserved]; (vii) each of the following duly executed, as applicable, by the Company and each Seller party thereto: (A) an employment document between the Buyer or an Affiliate of the Buyer and Xxxx Xxxxxxxx in the form attached as Exhibit C hereto; (B) an employment document between the Company and Xxxx Xxxxxx in the form attached as Exhibit D hereto; and (C) an employment document between the Company and Xxxxx Xxxxxx in the form attached as Exhibit E hereto; (viii) key employee agreements with each Key Employee (other than the Sellers), each in the form attached hereto as Exhibit F-1 (in the case of any such person employed in the United Kingdom), Exhibit F-2 (in the case of any such person employed in the United States), Exhibit F-3 (in the case of any such person employed in India) or Exhibit F-4 (in the case of any such person employed in Sweden), duly executed by employee party thereto; (ix) evidence that the Company and the Subsidiaries have terminated the Heron 401(k) Plan effective no later than the calendar day before the Closing Date on terms reasonably satisfactory to the Buyer; (x) evidence that all Contracts and other arrangements listed on Schedule 1.4(a)(x) have been terminated on terms satisfactory to the Buyer; (xi) releases in the form attached hereto as Exhibit G duly executed by each Seller; (xii) such other certificates and instruments (including, where applicable, certificates of good standing of the Company and the Subsidiaries in their jurisdictions of organization and the various certificatesforeign jurisdictions in which they are qualified, instruments certified charter or organizational documents, certificates as to the incumbency of officers and documents referred to the adoption of authorizing resolutions) as the Buyer shall reasonably request in Section 5.1connection with the Closing; (b) the Buyer and the Acquisition Subsidiary shall deliver to the Company the various certificates, Representative such certificates and instruments and documents referred to in Section 5.2; (c) the Surviving Corporation shall file the Certificate including certificates of Merger with the Secretary of State good standing of the State Buyer in its jurisdiction of Delaware organization, certified charter documents, certificates as to the incumbency of officers and the Articles adoption of Merger authorizing resolutions) as he shall reasonably request in connection with the Department; (d) each of the stockholders of record of the Company immediately prior to the Effective Time (the "Stockholders") shall deliver to the Buyer the certificate(s) representing his Common Shares (as defined below); (e) the Buyer shall pay to each Stockholder by wire transfer to the account designated in writing by such Stockholder the cash into which his Common Shares are converted pursuant to Section 1.5, and the Buyer shall instruct the transfer agent for the Buyer's common stock, $.01 par value per share ("Buyer Common Stock"), to deliver certificates for the Initial Shares (as defined below) to each Stockholder in accordance with Section 1.5 at the Closing; and (fc) the Buyer, Devix X. Xxxxxx, xx his capacity as indemnification representative for the Stockholders (the "Indemnification Representative"), and United States Trust Company (the "Escrow Agent") shall execute and deliver an Escrow Agreement in the form attached hereto as Exhibit A (the "Escrow Agreement"), the Stockholders shall deliver to the Escrow Agent the Escrow LC (as defined below) and blank stock powers (as described in Section 1.8), and the Buyer shall instruct pay the transfer agent for the Buyer Common Stock to deliver to the Escrow Agent a certificate for the Escrow Shares (as defined below) being placed Purchase Price in escrow on the Closing Date pursuant to accordance with Section 1.81.3.

Actions at the Closing. At the Closing: (a) the Company shall deliver to the Buyer and the Acquisition Transitory Subsidiary the various certificates, instruments and documents referred to in Section 5.1; (b) the Buyer and the Acquisition Transitory Subsidiary shall deliver to the Company the various certificates, instruments and documents referred to in Section 5.2; (c) the Surviving Corporation shall file the Certificate of Merger with the Secretary of State of the State of Delaware and Oregon the Articles of Merger with the DepartmentMerger; (d) each Company Shareholder, other than holders of the stockholders of record of the Company immediately prior to the Effective Time (the "Stockholders") Dissenting Shares, shall deliver to the Buyer for cancellation the certificate(s) representing his Common Shares (as defined below)such Company Shareholder's Company Shares; (e) the Buyer or the Surviving Corporation shall pay to each Stockholder (by wire transfer to the account designated in writing by such Stockholder the cash into which his Common Shares are converted pursuant to Section 1.5, and the Buyer shall instruct the transfer agent for the Buyer's common stock, $.01 par value per share ("Buyer Common Stock"), to deliver certificates for the Initial Shares (as defined belowtransfer) to each Stockholder in accordance with Section 1.5 at Company Shareholder for each Common Share held by such Company Shareholder the Closing; andPrice Per Share; (f) the BuyerBuyer shall pay (by wire transfer) to Mizuho Corporate Bank, Devix X. Xxxxxx, xx his capacity as indemnification representative for Ltd. the Stockholders outstanding principal plus accrued interest through the Closing Date (the "Indemnification RepresentativeMizuho Payoff Amount")) on (i) the Master Promissory Note, dated November 28, 2001, issued by the Company to Mizuho Corporate Bank, Ltd. and (ii) the Master Promissory Note, dated June 15, 2001, issued by the Company to Mizuho Corporate Bank, Ltd, and United States Trust the Company (the "Escrow Agent") shall execute and deliver an Escrow Agreement in the form attached hereto as Exhibit A (the "Escrow Agreement"), the Stockholders shall deliver to the Escrow Agent Buyer the Escrow LC Release Documentation with respect to such promissory notes; (as defined belowg) the Buyer shall pay (by wire transfer) to The Bank of Tokyo-Mitsubishi UFJ, Ltd the outstanding principal plus accrued interest through the Closing Date (the "BTM Payoff Amount") under the Uncommitted Loan Agreement, dated June 1, 2003, between The Bank of Tokyo-Mitsubishi UFJ, Ltd and blank stock powers (as described in Section 1.8)the Company, and the Buyer Company shall instruct the transfer agent for the Buyer Common Stock to deliver to the Escrow Agent a certificate for Buyer the Escrow Shares Release Documentation with respect to such agreement; (as defined belowh) being placed in escrow on the Buyer shall pay (by wire transfer) to Sumitomo Mitsui Banking Corporation the outstanding principal plus accrued interest through the Closing Date pursuant (the "SMBC Payoff Amount") under the Uncommitted and Revolving Credit Line Agreement, dated June 8, 2005, between Sumitomo Mitsui Banking Corporation and the Company, and the Company shall deliver to Section 1.8the Buyer the Release Documentation with respect to such credit line; (i) the Surviving Corporation shall pay (by wire transfer) to the Primary Shareholder and its Affiliates, as appropriate, an amount equal to the ICO Credit in payment of a portion of the Intercompany Obligations, consisting of those Intercompany Obligations owed by the Company and first maturing or otherwise becoming due after the Closing Date); and (j) the Company and the Primary Shareholder shall execute the U.S. Supply Agreement.

Actions at the Closing. At the Closing: (a) the Stockholders and the Company shall deliver to the Buyer Purchaser the stock certificates evidencing the Subject Shares, duly endorsed for Transfer as contemplated hereby; (b) the Stockholders and the Acquisition Subsidiary Company shall deliver to the Purchaser the various certificates, instruments and documents referred required to in Section 5.1be delivered by the Company pursuant to Sections 5.1 and 5.2; (bc) the Buyer and the Acquisition Subsidiary Purchaser shall deliver to the Company and the Stockholders the various certificates, instruments and documents referred required to in Section 5.2; (c) be delivered by the Surviving Corporation shall file the Certificate of Merger with the Secretary of State of the State of Delaware Purchaser and/or its subsidiaries pursuant to Sections 5.1 and the Articles of Merger with the Department5.3; (d) each the Purchaser shall pay to Xxxxxxxx the sum of the stockholders Fifteen Million ($15,000,000) Dollars by wire transfer of record of the Company immediately prior available funds to the Effective Time (the "Stockholders") shall deliver to the Buyer the certificate(s) representing his Common Shares (as defined below)a bank account designated by Xxxxxxxx; (e) the Buyer Purchaser shall pay to each Stockholder Xxxxxxx the sum of Fifteen Million ($15,000,000) Dollars by wire transfer of immediately available funds to the a bank account designated in writing by such Stockholder the cash into which his Common Shares are converted pursuant to Section 1.5, Xxxxxxx; (f) Xxxxxxxx and the Buyer Company shall instruct enter into a five-year employment agreement in substantially the transfer agent for form of Exhibit A annexed hereto and made a part hereof (the Buyer's common stock“Xxxxxxxx Employment Agreement”); (g) Xxxxxxx shall enter into a five-year employment agreement with DSH and MergerCo, $.01 par value per share as the Surviving Corporation, in substantially the form of Exhibit B annexed hereto and made a part hereof ("Buyer Common Stock"the “Xxxxxxx Employment Agreement”); (h) Williams, to Russell, the Company and the Purchaser shall each execute and deliver certificates for the Initial Shares stockholders agreement in the form of Exhibit C annexed hereto and made a part hereof (as defined belowthe “Stockholders Agreement”); (i) to each Stockholder Xxxxxxx, DiscCo, the Purchaser and MergerCo shall have entered into an agreement and plan of merger in accordance with Section 1.5 at the Closingform of Exhibit D annexed hereto and made a part hereof (the “Merger Agreement”); and (fj) DiscCo shall pay to Xxxxxxxx the Buyer, Devix X. Xxxxxx, xx his capacity as indemnification representative for the Stockholders outstanding accrued principal and interest payable under that certain Secured Promissory Note (the "Indemnification Representative"), and United States Trust Company (the "Escrow Agent"“Note”) shall execute and deliver an Escrow Agreement in the form attached hereto as Exhibit A (the "Escrow Agreement"), the Stockholders shall deliver set forth therein by wire transfer of immediately available funds to the Escrow Agent the Escrow LC (as defined below) and blank stock powers (as described in Section 1.8), and the Buyer shall instruct the transfer agent for the Buyer Common Stock to deliver to the Escrow Agent a certificate for the Escrow Shares (as defined below) being placed in escrow on the Closing Date pursuant to Section 1.8bank account designated by Xxxxxxxx.

Actions at the Closing. At the Closing: (a) Petrenko and Spetetchii (the Company “Shareholders”) shall deliver to the Buyer and Parent certificates representing the Acquisition Subsidiary the various certificates, instruments and documents referred to shares of Company Stock specified in Section 5.11.1 hereinabove; (b) the Buyer and the Acquisition Subsidiary Parent shall deliver to the Company Shareholders certificates representing the various certificates, instruments and documents referred to shares of Parent Common Stock as specified in Section 5.21.1 hereinabove; (c) The outstanding loan previously made by Petrenko to the Surviving Corporation Company in the amount of $283,016.50 (the “Petrenko Loan”) shall file be converted into an additional equity contribution to the Certificate Company, by reason of Merger with the Secretary Petrenko’s execution of State of the State of Delaware this Agreement and the Articles of Merger with the Departmentwithout need for further actions, consents or other documentation; (d) each of the stockholders of record of Spetetchii shall be repaid, in immediately available funds, his outstanding loan to the Company immediately prior to in the Effective Time amount of $79,000 (the "Stockholders") shall deliver to the Buyer the certificate(s) representing his Common Shares (as defined below“Spetetchii Loan”); (e) the Buyer shall pay to each Stockholder by wire transfer to Parent will make the account designated in writing by such Stockholder the cash into which his Common Shares are converted pursuant to Section 1.5, and the Buyer shall instruct the transfer agent for the Buyer's common stock, payment of Twenty-One Thousand Dollars ($.01 par value per share ("Buyer Common Stock"), to deliver certificates for the Initial Shares (as defined below21,000.00) to each Stockholder Spetetchii, in accordance with Section 1.5 at immediately available funds, as required by the ClosingNon-Compete Agreement; and (f) the Buyerfollowing documents shall be duly executed and delivered by the respective parties thereto (collectively, Devix X. Xxxxxxthe “Transaction Documentation”): (i) Escrow Agreement, xx his capacity in substantially the form attached as indemnification representative for the Stockholders Exhibit A to this Agreement (the "Indemnification Representative"“Escrow Agreement”), by and among Petrenko, Spetechii, and Transfer Online, Inc., an Oregon corporation, whereby One Million (1,000,000) shares of the Parent Common Stock to be issued to Spetechii hereunder shall be placed in escrow for four (4) years, during which time Spetechii will assign voting rights on such shares to Petrenko, and pursuant to which Spetechii shall grant a purchase option for such shares to Petrenko; (ii) Contribution Agreement, in substantially the form attached as Exhibit B to this Agreement (the “Contribution Agreement”), by and between Petrenko and Lxxxx X. Xxxxxxxx, the Chief Executive Officer of the Parent (“Fxxxxxxx”), and United States Trust Company relating to their several personal guarantees of various obligations of the Parent and the Company; (the "Escrow Agent"iii) shall execute and deliver an Escrow Agreement Voting Agreement, in substantially the form attached hereto as Exhibit A C to this Agreement, by and between Petrenko and Fxxxxxxx, with respect to (A) the "Escrow Agreement"), the Stockholders shall deliver to the Escrow Agent the Escrow LC shares of Parent Common Stock owned by Fxxxxxxx as of Closing and shares of Parent Preferred Stock (as defined belowhereinbelow) and blank stock powers (as described in Section 1.8)that are thereafter acquired by Fxxxxxxx, and (B) the Buyer shall instruct shares of Parent Common Stock owned by Petrenko; (iv) Employment Agreement, in substantially the transfer agent form attached as Exhibit D to this Agreement, by and between Petrenko and the Parent; (v) Employment Agreement, in substantially the form attached as Exhibit E to this Agreement, by and between Fxxxxxxx and the Parent; (vi) Registration Rights Agreement, in substantially the form attached as Exhibit F to this Agreement, by and between the Parent and Spetetchii, providing for the Buyer granting of certain registration rights to Spetetchii with respect to Two Million (2,000,000) shares of the Parent Common Stock to deliver be issued to Spetetchii hereunder; (vii) Non-Compete Agreement, in substantially the Escrow Agent a certificate form attached as Exhibit G to this Agreement, by and between Spetetchii and the Parent; (viii) Warrant, in substantially the form attached as Exhibit H to this Agreement, issued by Spetetchii in favor of Petrenko, to purchase, for the Escrow Shares (as defined below) being exercise price of $.20 per share, on the terms and conditions set forth therein, from Spetetchii the shares placed in escrow on the Closing Date pursuant to Section 1.8the term and conditions of the Escrow Agreement; and (ix) a duly executed resolution of the Company’s board of directors approving the transactions contemplated by the Transaction Documentation and authorizing a person or persons to execute the Transaction Documentation and any documents required in connection therewith.

Actions at the Closing. At the Closing: , (a) Learning Curve shall ----------------------- deliver to RCE the Company various documents, instruments, and certificates referred to in section 6.1 hereof, (b) RCE and the Acquisition Subsidiaries shall deliver to the Buyer and the Acquisition Subsidiary Learning Curve the various certificatesdocuments, instruments instruments, and documents certificates referred to in Section 5.1; (b) the Buyer and the Acquisition Subsidiary shall deliver to the Company the various certificatessection 6.2 hereof, instruments and documents referred to in Section 5.2; (c) a certificate of merger for the Surviving Corporation Learning Curve Merger shall file be filed with the Certificate office of Merger with the Secretary of State of the State of Delaware and the Articles of Merger with the Department; (d) each of the stockholders of record of the Company immediately prior to the Effective Time (the "Stockholders") shall deliver to the Buyer the certificate(s) representing his Common Shares (as defined below); (e) the Buyer shall pay to each Stockholder by wire transfer to the account designated in writing by such Stockholder the cash into which his Common Shares are converted pursuant to Section 1.5, and the Buyer shall instruct the transfer agent for the Buyer's common stock, $.01 par value per share ("Buyer Common Stock"), to deliver certificates for the Initial Shares (as defined below) to each Stockholder in accordance with Section 1.5 at the Closing; and (f) the Buyer, Devix X. Xxxxxx, xx his capacity as indemnification representative for the Stockholders (the "Indemnification Representative"), and United States Trust Company (the "Escrow Agent") shall execute and deliver an Escrow Agreement in the form attached hereto as Exhibit A (the "Escrow AgreementLearning Curve Certificate of Merger"), (d) Learning Curve shall sell, assign, transfer, convey and deliver all of the Stockholders LC SUB II Shares held by Learning Curve to Sub II, free and clear of all Encumbrances, and Sub II shall purchase, acquire and accept from Learning Curve such LC SUB II Shares in exchange for the payment by Sub II to Learning Curve of the LC SUB II Stock Purchase Price (the "LC SUB II Stock Purchase"), (e) Learning Curve shall sell, assign, transfer, convey and deliver all of the LC SUB III Shares to Sub III, free and clear of all Encumbrances, and Sub III shall purchase, acquire and accept from Learning Curve such LC SUB III Shares in exchange for the payment by Sub II to Learning Curve of the LC SUB III Stock Purchase Price (the "LC SUB III Stock Purchase"), (f) RCE shall deliver to the Escrow Exchange Agent certificates evidencing 666,667 RCE Shares to be issued pursuant to the Escrow LC Learning Curve Merger (as defined belowthe "Merger Shares") and blank stock powers cash in an amount sufficient to pay the aggregate Cash Consideration in the manner provided in section 2.8(a) hereof, (as described in Section 1.8)g) RCE will, on behalf of Learning Curve, cause all unpaid Learning Curve Debt under the Credit Agreement and the Buyer shall instruct the transfer agent for the Buyer Common Stock Senior Sub Debt Agreements to deliver be paid in full (subject to the Escrow Agent a certificate receipt by RCE of payoff letters for the Escrow Shares (as defined below) being placed in escrow all such Learning Curve Debt on or before the Closing Date pursuant to Section 1.8Date) and (h) RCE shall, on behalf of Learning Curve, pay the HIT Payment as provided in section 2.10(c) hereof.

Actions at the Closing. At the Closing: (ai) the Company Seller shall deliver (or cause to the be delivered) to Buyer and the Acquisition Subsidiary the various certificates, instruments and documents referred required to in be delivered under Section 5.16.1; (bii) the Buyer and the Acquisition Subsidiary shall deliver (or cause to the Company be delivered) to Seller the various certificates, instruments and documents referred required to in be delivered under Section 5.26.2; (ciii) Seller shall deliver to Buyer certificate(s) evidencing the Surviving Corporation shall file the Certificate of Merger Shares owned by Seller, duly endorsed or with the Secretary of State of the State of Delaware and the Articles of Merger with the Departmentstock powers duly executed by Seller; (div) each Seller shall cause the Company to deliver to Buyer the minute books, stock books, ledgers and registers, corporate seals and other similar records of the stockholders of record of the Company immediately prior to the Effective Time (the "Stockholders") shall deliver to the Buyer the certificate(s) representing his Common Shares (as defined below)Company; (ev) the Buyer shall pay to each Stockholder by wire transfer to the account designated in writing by such Stockholder the cash into which his Common Shares are converted pursuant to Section 1.5, Seller and the Buyer shall instruct the transfer agent for the Buyer's common stock, $.01 par value per share ("Buyer Common Stock"), to deliver certificates for the Initial Shares (as defined below) to each Stockholder in accordance with Section 1.5 at the Closing; and (f) the Buyer, Devix X. Xxxxxx, xx his capacity as indemnification representative for the Stockholders (the "Indemnification Representative"), and United States Trust Company (the "Escrow Agent") shall execute and deliver an Escrow to each other a Transition Services Agreement in substantially the form attached hereto as Exhibit A C; (vi) PRC Buyer and MSTR China shall execute and deliver to each other the China Local Purchase Agreement; (vii) Polish Buyer and MSTR Poland shall execute and deliver to each other the Poland Local Purchase Agreement; (viii) Buyer shall pay to Seller the Preliminary U.S. Purchase Price, and cause the PRC Buyer and the Polish Buyer to pay to MSTR China and MSTR Poland, respectively, the China Purchase Price and the Poland Purchase Price, in each case in cash by wire transfer of immediately available funds, into one or more accounts designated by Seller; (ix) Seller and the Company shall execute and deliver to each other an Amended and Restated Patent License Agreement in substantially the form attached hereto as Exhibit D (the "Escrow “Patent License Agreement"”), ; (x) Seller and the Stockholders Company shall execute and deliver to each other an Amended and Restated Intellectual Property Agreement in substantially the Escrow Agent form attached hereto as Exhibit E (the Escrow LC “Intellectual Property Agreement”); and (as defined belowxi) The Parties shall execute and blank stock powers (as described in Section 1.8), and the Buyer shall instruct the transfer agent for the Buyer Common Stock to deliver to each other a cross-receipt evidencing the Escrow Agent a certificate for the Escrow Shares (as defined below) being placed in escrow on the Closing Date pursuant transactions referred to Section 1.8above.

Actions at the Closing. At the Closing: (ai) the Company Seller shall deliver to the Buyer and the Acquisition Subsidiary the various certificates, instruments and documents referred to in Section 5.1Seller Certificate; (bii) the Buyer and the Acquisition Subsidiary shall deliver to the Company the various certificates, instruments and documents referred to in Section 5.2Buyer Certificate; (ciii) the Surviving Corporation Seller shall file execute and deliver a Xxxx of Sale in substantially the Certificate of Merger with the Secretary of State of the State of Delaware and the Articles of Merger with the Department; (d) each of the stockholders of record of the Company immediately prior to the Effective Time form attached hereto as Exhibit B-1 (the "Stockholders") shall deliver to the Buyer the certificate(s) representing his Common Shares (as defined below“Seller Xxxx of Sale”); (eiv) the Seller Affiliate shall execute and deliver a Xxxx of Sale in the form attached hereto as Exhibit B-2 (the “Affiliate Xxxx of Sale”); (v) the Buyer shall pay to each Stockholder by wire transfer to the account designated in writing by such Stockholder the cash into which his Common Shares are converted pursuant to Section 1.5, and the Buyer shall instruct the transfer agent for the Buyer's common stock, $.01 par value per share ("Buyer Common Stock"), to deliver certificates for the Initial Shares (as defined below) to each Stockholder in accordance with Section 1.5 at the Closing; and (f) the Buyer, Devix X. Xxxxxx, xx his capacity as indemnification representative for the Stockholders (the "Indemnification Representative"), and United States Trust Company (the "Escrow Agent") shall execute and deliver to the Seller an Escrow Assignment and Assumption Agreement in the form attached hereto as Exhibit A C (the "Escrow “Assignment and Assumption Agreement"”); (vi) the Buyer and the Seller shall execute and deliver a Transition Services Agreement in substantially the form attached hereto as Exhibit D (the “Transition Services Agreement”); (vii) the Buyer and the Seller shall execute and deliver (A) a Gateway Sublease Agreement in the form attached hereto as Exhibit E (the “Gateway Sublease Agreement”) or (B) such other agreement for the purposes of documenting the alternative to the Gateway Sublease Agreement contemplated by Section 5.2(i)(B); (viii) to the extent there are any Non-Consenting Sponsors or Terminating Sponsors as of the Closing, the Stockholders Buyer and the Seller shall execute and deliver a MAPSA Subcontracting Agreement in substantially the form attached hereto as Exhibit F (the “MAPSA Subcontracting Agreement”); (ix) the Seller shall execute and deliver to the Escrow Agent Buyer a certificate as to the Escrow LC non-foreign status of the Seller, dated as of the Closing Date, complying with the requirements of Treasury Regulation Section 1.1445-2(b)(2); (A) the Buyer and Pruco shall execute and deliver the Pruco Contract in substantially the form attached hereto as defined belowExhibit G-1 and (B) the Seller and blank stock powers Pruco shall execute and deliver a termination agreement in substantially the form attached hereto as Exhibit G-2 (as described in Section 1.8the “Pruco/PI Termination Agreement), and ; (xi) the Buyer shall instruct the transfer agent for the Buyer Common Stock to deliver pay to the Escrow Agent a certificate for the Escrow Shares (as defined below) being placed in escrow on Seller the Closing Date pursuant Adjusted Purchase Price in cash by wire transfer of immediately available funds into an account designated by the Seller; and (xii) the Seller shall cause to Section 1.8be filed such documents as are necessary to change the name of the Canadian Subsidiary to a name chosen by the Seller that does not include the phrase “Wealth Management Solutions” or “WMS”.

Actions at the Closing. At the Closing, the following actions shall be carried out, which actions shall be deemed to take place simultaneously and no actions shall be deemed to have been completed or any required document delivered until all such actions have been completed and all required documents delivered: (1) The Investor shall have received from TAT the following documents: (a) True and correct copies of the Company shall deliver to resolutions of TAT's Board of Directors TAT Technologies PIPE approving (i) the Buyer execution of this Agreement and the Acquisition Subsidiary the various certificates, instruments and documents referred to in Section 5.1; (b) the Buyer and the Acquisition Subsidiary shall deliver to the Company the various certificates, instruments and documents referred to in Section 5.2; (c) the Surviving Corporation shall file the Certificate of Merger with the Secretary of State performance of the State of Delaware and transactions contemplated herein, including the Articles of Merger with the Department; (d) each of the stockholders of record of the Company immediately prior to the Effective Time (the "Stockholders") shall deliver to the Buyer the certificate(s) representing his Common Shares (as defined below); (e) the Buyer shall pay to each Stockholder by wire transfer to the account designated in writing by such Stockholder the cash into which his Common Shares are converted pursuant to Section 1.5issuance, and the Buyer shall instruct the transfer agent for the Buyer's common stock, $.01 par value per share ("Buyer Common Stock"), to deliver certificates for the Initial Shares (as defined below) to each Stockholder in accordance with Section 1.5 at the Closing; and , of the Shares to the Investor subject to the provisions contained herein, (fii) the Buyer, Devix X. Xxxxxx, xx his capacity as indemnification representative for execution of the Stockholders (the "Indemnification Representative"), and United States Trust Company (the "Escrow Agent") shall execute and deliver an Escrow Warrant Agreement in the form attached hereto as Exhibit A (the "Escrow Agreement"), the Stockholders shall deliver to the Escrow Agent the Escrow LC (as defined below) and blank stock powers the grant of the non-assignable Warrant (as described such term is defined in Section 1.8the Warrant Agreement) to the Investor, pursuant to the provisions contained therein, which shall become effective upon the Closing, (iii) the execution of the Credit Line Agreement (as defined below), which shall become effective as of the Closing, (iv) the Management Fee arrangement (as more fully set forth below) which shall become effective as of the Closing, and (v) the Buyer shall instruct execution of the transfer agent for the Buyer Common Stock to deliver to the Escrow Agent a certificate for the Escrow Shares Registration Rights Agreement (as defined below) being placed which shall become effective as of the Closing. This Agreement, the Warrant Agreement, the Credit Line Agreement and the Registration Rights Agreement shall be referred to herein, collectively, as the "Transaction Documents". (b) True and correct copies of the resolutions of TAT's shareholders approving (i) the transactions contemplated in escrow on the Closing Date pursuant Transaction Documents, (ii) the amendment of the Articles of Association of TAT, in the manner more fully set forth in the amended Articles of Association , (ii) the approval of the Engagement Agreements (the "Engagement Agreements") between TAT and each of Xx. Xxxxxx Xxxxxxxxxxx and Mr. Dov Zeelim, and (iv) the election to Section 1.8.TAT's Board of Directors of three members designated by the Investor, of which one shall meet the definition of an independent director for the purposes of Nasdaq. The forms of the resolution of TAT's shareholders, the amended Articles of Association and the Engagement Agreements are attached hereto as Exhibit 2.2.1(b); and (c) An opinion of the counsel to TAT, substantially in the form of Exhibit 2.2.1

Actions at the Closing. At the Closing: (ai) the Company Seller shall deliver (or cause to the Buyer and the Acquisition Subsidiary be delivered) to Buyers the various certificates, instruments and documents referred required to in be delivered under Section 5.1; (bii) the Buyer and the Acquisition Subsidiary Buyers shall deliver (or cause to the Company be delivered) to Seller the various certificates, instruments and documents referred required to in be delivered under Section 5.2; (ciii) Seller shall deliver to each respective Buyer an executed xxxx of sale and assignment in a form reasonably agreed to by the Surviving Corporation Parties with respect to the applicable Acquired Assets to such Buyer; (iv) Seller shall file deliver to IP Buyer an executed trademark assignment in a form reasonably agreed to by the Parties; (v) The Parties shall execute and deliver to each other a Services and Subcontract Agreement (the “Subcontract Agreement”) in substantially the form attached hereto as Exhibit A; (vi) The Parties shall execute and deliver to each other a Non-Competition Agreement (the “Non-Competition Agreement”) in substantially the form attached hereto as Exhibit B; (vii) Subject to Section 4.13, the Parties shall execute and deliver to each other a Sublease (the “Sublease”) in substantially the form attached hereto as Exhibit C; (viii) The Parties shall execute and deliver to each other a Transition Services Agreement (the “Transition Services Agreement”) in substantially the form attached hereto as Exhibit D. (ix) The Parties shall execute and deliver the Restricted Rights License Agreement (the “Restricted Rights License Agreement”) in substantially the form attached hereto as Exhibit E; (x) Seller and Proquire, LLC, an Affiliate of Buyers, shall execute and deliver to each other a Software License Agreement (the “Software License Agreement”) in the form attached hereto as Exhibit F; provided, however, in the event that Proquire, LLC is unwilling or unable to execute and deliver to Seller the Software License Agreement, one of Buyers shall enter into such Software License Agreement in lieu of Proquire, LLC; (xi) Seller shall deliver (or cause to be delivered) such other instruments of conveyance as Buyers may reasonably request in order to effect the sale, transfer, conveyance and assignment to Buyers of ownership of the Acquired Assets owned by Seller; (xii) U.S. Buyer shall deliver to Seller an executed U.S. Assumption Agreement and such other instruments as Seller may reasonably request in order to effect the assumption by U.S. Buyer of the U.S. Assumed Liabilities; (xiii) IP Buyer shall deliver to Seller an executed IP Assumption Agreement and such other instruments as Seller may reasonably request in order to effect the assumption by IP Buyer of the IP Assumed Liabilities. (xiv) Buyers shall pay (or cause to be paid) to Seller the Remainder Payment in cash by wire transfer of immediately available funds to one or more accounts designated by Seller; (xv) Buyers shall deliver (or cause to be delivered) to the Escrow Agent, the Escrow Amount; (xvi) Seller shall deliver or make available (or cause to be delivered or made available), as appropriate, to Buyers all of the Acquired Assets of a tangible nature owned by Seller, including the Business Records; (xvii) Seller shall deliver to U.S. Buyer a CD including all materials provided by Seller in the virtual data room; (xviii) Seller shall deliver to Buyers a certificate of the Secretary of Seller, dated as of the Closing Date, (A) setting forth copies of resolutions of the Board of Directors of Seller authorizing the consummation of the transactions contemplated hereby, and certifying that such resolutions were duly adopted and have not been rescinded or amended as of the Closing Date, and (B) certifying as being correct and complete the copies attached to such certificate of the Certificate of Merger with Incorporation, as amended, and the bylaws, as amended, of Seller; (xix) Seller shall deliver to Buyers a certificate of good standing of Seller certified by the Secretary of State of the State of Delaware and the Articles dated as of Merger with the Department; (d) each of the stockholders of record of the Company immediately a date not earlier than five days prior to the Effective Time (the "Stockholders") shall deliver to the Buyer the certificate(s) representing his Common Shares (as defined below); (e) the Buyer shall pay to each Stockholder by wire transfer to the account designated in writing by such Stockholder the cash into which his Common Shares are converted pursuant to Section 1.5, and the Buyer shall instruct the transfer agent for the Buyer's common stock, $.01 par value per share ("Buyer Common Stock"), to deliver certificates for the Initial Shares (as defined below) to each Stockholder in accordance with Section 1.5 at the ClosingClosing Date; and (fxx) Seller shall deliver to Buyers a certificate, dated as of the BuyerClosing Date, Devix X. Xxxxxxthat it is not a “foreign person” as that term is defined in Section 1445(f)(3) of the Code, xx his capacity as indemnification representative which certification shall be made in accordance with U.S. Treasury Regulation Section 1.1445-2(b)(2); provided that the only remedy for the Stockholders failure to provide such certificate shall be the right of Buyers to withhold on the applicable portion of the Purchase Price. (xxi) As of the "Indemnification Representative")Closing Date, and United States Trust Company a list of Clients that utilize Seller’s shared public site in connection with the performance of Business Services for such Clients under the applicable Acquired Contract. (the "Escrow Agent"xxii) The Parties shall execute and deliver an Escrow Agreement in to each other a cross-receipt evidencing the form attached hereto as Exhibit A (the "Escrow Agreement"), the Stockholders shall deliver transactions referred to the Escrow Agent the Escrow LC (as defined below) and blank stock powers (as described in Section 1.8), and the Buyer shall instruct the transfer agent for the Buyer Common Stock to deliver to the Escrow Agent a certificate for the Escrow Shares (as defined below) being placed in escrow on the Closing Date pursuant to Section 1.8above.