Common use of Actions at the Closing Clause in Contracts

Actions at the Closing. At the Closing: (i) Seller shall deliver (or cause to be delivered) to Buyer the various certificates, instruments and documents required to be delivered under Section 5.1; (ii) Buyer shall deliver (or cause to be delivered) to Seller the various certificates, instruments and documents required to be delivered under Section 5.2; (iii) Seller shall deliver to Buyer an executed Xxxx of Sale in substantially the form attached hereto as Exhibit C (the “Xxxx of Sale”); (iv) Seller shall deliver to Buyer an executed Trademark Assignment in substantially the form attached hereto as Exhibit D (the “Trademark Assignment”); (v) The Parties shall execute and deliver to each other a Patent License Agreement in substantially the form attached hereto as Exhibit E (the “Patent License Agreement”), pursuant to which Seller will grant a nonexclusive, royalty-free, perpetual license to Buyer under the patents and patent applications owned by Seller as of the Closing Date related to the Business to make, use, sell, offer for sale and import the current products of the Business, as applicable; (vi) Seller shall deliver (or cause to be delivered) evidence reasonably satisfactory to Buyer that all Encumbrances on the Acquired Assets in favor of Silicon Valley Bank and any other Person listed on Schedule 1.3(b)(vi) have been released and terminated; (vii) Buyer shall deliver to Seller an executed Assumption Agreement and such other instruments as Seller may reasonably request in order to effect the assignment and assumption by Buyer of certain of the Acquired Assets and the Assumed Liabilities; (viii) Seller shall deliver or otherwise make available to Buyer the Records; (ix) Seller shall deliver to Buyer an executed Non-Competition Agreement relating to the Business in substantially the form attached hereto as Exhibit F (the “Non-Competition Agreement”); (x) Seller shall deliver to Buyer an executed sublease, on substantially the terms set forth on Schedule 1.3(b)(x), in a form reasonably satisfactory to the Parties with respect to the Real Estate Lease set forth Schedule 1.3(b)(x) (the “Sublease Agreement”); (xi) Seller and Buyer shall execute and deliver to each other a Transition Services Agreement in substantially the form attached hereto as Exhibit G (the “Transition Services Agreement”); (xii) Subject to Section 1.5, to the extent certificated, Seller shall deliver, or cause to be delivered, all stock certificates or other instruments evidencing equity interests in the Transferred Subsidiaries, or an affidavit of loss, as applicable, together with duly executed stock powers, transfer forms, instruments of assignment and other good and sufficient instruments of transfer, in form and substance reasonably satisfactory to Buyer, as Buyer may reasonably request to convey, assign, transfer and deliver to Buyer such equity interests in the Transferred Subsidiaries free and clear of Encumbrances; and (xiii) Buyer shall pay to Seller the Purchase Price in accordance with Section 1.2(b).

Actions at the Closing. At the Closing: (i) Seller Each of Parent and Seller, as the case may be, shall deliver (or cause to be delivered) to Buyer the various certificates, instruments and documents required to be delivered by it under Section 5.1; (ii) Buyer shall deliver (or cause to be delivered) to Seller the various certificates, instruments and documents required to be delivered under Section 5.2; (iii) Seller shall deliver to Buyer an certificates evidencing all of the Company Shares, duly endorsed in blank by Seller or with stock powers for the Company Shares duly executed Xxxx of Sale in substantially the blank by Seller, in proper form attached hereto as Exhibit C (the “Xxxx of Sale”)for transfer; (iv) Seller Parent, Buyer and the Company shall deliver enter into a Transition Services Agreement in a form that is mutually acceptable to Buyer an executed Trademark Assignment the Parties pursuant to which the Parties will provide certain services to each other for a reasonable period of time following the Closing, it being understood that such services shall be provided at the provider's cost (including overhead rate allocation and general and administrative costs and expenses) and that the requesting party will reimburse the providing party for all out of pocket costs incurred in substantially the form attached hereto as Exhibit D providing such services (the “Trademark Assignment”"Transition Services Agreement"); (v) The Parties Parent, Seller, Buyer and the Company shall execute and deliver to each other a Patent enter into the Logo License Agreement in substantially the form attached hereto as Exhibit E (the “Patent License Agreement”), pursuant and substance satisfactory to which Seller will grant a nonexclusive, royalty-free, perpetual license to Buyer under the patents and patent applications owned by Seller as of the Closing Date related to the Business to make, use, sell, offer for sale and import the current products of the Business, as applicableBuyer; (vi) Seller shall deliver (or shall cause to be delivered) evidence reasonably satisfactory to Buyer that all Encumbrances on Books and Records in the Acquired Assets in favor possession of Silicon Valley Bank the Company, the Subsidiary, and any other Person listed on Schedule 1.3(b)(vi) have been released of their respective Affiliates, counsel, agents and terminatedrepresentatives; (vii) Buyer shall deliver to Seller the Base Purchase Price by wire transfer of immediately available funds into an executed Assumption Agreement and such other instruments as account designated by Seller may reasonably request in order writing, at least three days prior to effect the assignment and assumption by Buyer scheduled date of certain of the Acquired Assets and the Assumed Liabilities;payment; and (viii) Buyer and Seller shall deliver or otherwise make available to Buyer the Records; (ix) Seller shall deliver to Buyer an executed Non-Competition Agreement relating to the Business in substantially the form attached hereto as Exhibit F (the “Non-Competition Agreement”); (x) Seller shall deliver to Buyer an executed sublease, on substantially the terms set forth on Schedule 1.3(b)(x), in a form reasonably satisfactory to the Parties with respect to the Real Estate Lease set forth Schedule 1.3(b)(x) (the “Sublease Agreement”); (xi) Seller and Buyer shall execute and deliver to each other a Transition Services Agreement in substantially cross-receipt evidencing the form attached hereto as Exhibit G (the “Transition Services Agreement”); (xii) Subject transactions referred to Section 1.5, to the extent certificated, Seller shall deliver, or cause to be delivered, all stock certificates or other instruments evidencing equity interests in the Transferred Subsidiaries, or an affidavit of loss, as applicable, together with duly executed stock powers, transfer forms, instruments of assignment and other good and sufficient instruments of transfer, in form and substance reasonably satisfactory to Buyer, as Buyer may reasonably request to convey, assign, transfer and deliver to Buyer such equity interests in the Transferred Subsidiaries free and clear of Encumbrances; and (xiii) Buyer shall pay to Seller the Purchase Price in accordance with Section 1.2(b)above.

Actions at the Closing. At the Closing: (i) Seller shall execute and deliver (or cause to be delivered) to Buyer a Xxxx of Sale substantially in the various certificates, instruments and documents required to be delivered under Section 5.1form of Exhibit D; (ii) Buyer Seller shall execute and deliver (the Assignment of Intellectual Property substantially in the form of Exhibit E, suitable for recordation in the United States Patent and Trademark Office and/or United States Copyright Office, as applicable, or cause any other applicable Governmental Authority to be delivered) to Seller evidence the various certificates, instruments and documents required to be delivered under Section 5.2assignment of intellectual property rights thereunder; (iii) Seller shall deliver to Buyer an a copy of each executed Xxxx of Sale in substantially the form attached hereto as Exhibit C (the “Xxxx of Sale”)Registration Transfer Letter; (iv) Seller shall deliver to and Buyer an executed Trademark Assignment in substantially the form attached hereto as Exhibit D (the “Trademark Assignment”); (v) The Parties shall execute and deliver to each other a Patent License counterparts of the Rel-Ease™ License; (v) Seller and Buyer shall execute and deliver to each other counterparts of an Assignment and Assumption Agreement substantially in substantially the form attached hereto as of Exhibit E (the “Patent License Agreement”), pursuant to which Seller will grant a nonexclusive, royalty-free, perpetual license to Buyer under the patents and patent applications owned by Seller as of the Closing Date related to the Business to make, use, sell, offer for sale and import the current products of the Business, as applicableF; (vi) Seller shall deliver (or cause to be delivered) evidence reasonably satisfactory to Buyer that all Encumbrances of the Governmental Consents set forth in Schedule 3.3(a) (not otherwise identified on the Acquired Assets in favor of Silicon Valley Bank and any other Person listed on such Schedule 1.3(b)(vi) have been released and terminatedas not being delivered); (vii) Buyer Seller shall deliver (or cause to be delivered) to Buyer a copy of duly executed Material Third Party Consents and other Third Party Consents to the extent obtained by Seller an executed Assumption Agreement and such other instruments as Seller may reasonably request in order to effect through the assignment and assumption by Buyer of certain of the Acquired Assets and the Assumed LiabilitiesClosing Date; (viii) Seller shall deliver or otherwise make available to Buyer a certificate of corporate good standing of Seller in Delaware and a certificate as to the Recordsincumbency of officers of Seller executing this Agreement and the Ancillary Agreements and the adoption by Seller’s board of directors of authorizing resolutions with respect to the transactions contemplated by this Agreement; (ix) Seller Buyer shall deliver to Seller a certificate of good standing (or analogous equivalent) of Buyer an executed Non-Competition Agreement relating in England and Wales and a certificate as to the Business in substantially incumbency of officers of Buyer executing this Agreement and the form attached hereto as Exhibit F (Ancillary Agreements and the “Non-Competition adoption by Buyer’s board of directors of authorizing resolutions with respect to the transactions contemplated by this Agreement”);; and (x) Seller shall deliver to Buyer an executed subleasecertificate(s) representing the Shares, on substantially the terms set forth on Schedule 1.3(b)(x), in a form reasonably satisfactory to the Parties with respect to the Real Estate Lease set forth Schedule 1.3(b)(x) duly endorsed (the “Sublease Agreement”); (xi) Seller and Buyer shall execute and deliver to each other a Transition Services Agreement in substantially the form attached hereto as Exhibit G (the “Transition Services Agreement”); (xii) Subject to Section 1.5, to the extent certificated, Seller shall deliver, or cause to be delivered, all stock certificates or other instruments evidencing equity interests in the Transferred Subsidiaries, or an affidavit of loss, as applicable, together with accompanied by duly executed stock powers), for transfer forms, instruments of assignment and other good and sufficient instruments of transfer, in form and substance reasonably satisfactory to Buyer. The agreements and instruments referred to in clauses (i), (ii), (iii), (iv) and (v) above and the Registration Assumption Letters are referred to herein as Buyer may reasonably request to convey, assign, transfer and deliver to Buyer such equity interests in the Transferred Subsidiaries free and clear of Encumbrances; and (xiii) Buyer shall pay to Seller the Purchase Price in accordance with Section 1.2(b)“Ancillary Agreements.”

Actions at the Closing. At (a) [*] Fortis shall deliver to FibroGen a statement including the Closingfollowing: (i) Seller shall deliver (a certificate of Fortis, executed by the Chief Executive Officer of Fortis, certifying that Schedule I is true, complete and correct in all respects on and as of the Closing Date, or cause if not, setting forth an amended Schedule I containing all corrections necessary to be delivered) to Buyer make Schedule I true, complete and correct in all respects on and as of the various certificatesClosing Date, instruments and documents required to be delivered under Section 5.1as so amended; (ii) Buyer shall deliver (a schedule setting forth all Deal Fees, if any, payable in connection with Closing, including the recipient of such Deal Fees, copies of any final invoices that state the invoice is final and include wire transfer instructions or cause mailing address for payment to be delivered) to Seller the various certificates, instruments and documents required to be delivered under Section 5.2made; (iii) Seller a schedule setting forth all Indebtedness, if any, including the Payoff Recipients and the wire transfer instructions or mailing address for payment to be made; and [*] = Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) would likely cause competitive harm to the company if publicly disclosed. 129433662_24 (iv) a schedule setting forth all Change of Control Payments, if any, including the recipient of such Change of Control Payments, the exact amounts to be paid (before applicable withholding Taxes, if any) to such recipient and the wire transfer instructions or mailing address for payment to be made, or indicating that such payments need to be paid through FibroGen’s or the Surviving Corporation’s payroll system. (b) [*]. (c) [*]. (d) At the Closing, the Surviving Corporation shall deliver cause the Merger to Buyer an executed Xxxx be consummated by filing with the Secretary of Sale State of the State of Delaware a certificate of merger (the “Certificate of Merger”) in substantially the form of Exhibit C attached hereto as Exhibit C (the “Xxxx of Sale”); (iv) Seller shall deliver to Buyer an and executed Trademark Assignment in substantially the form attached hereto as Exhibit D (the “Trademark Assignment”); (v) The Parties shall execute and deliver to each other a Patent License Agreement in substantially the form attached hereto as Exhibit E (the “Patent License Agreement”), pursuant to which Seller will grant a nonexclusive, royalty-free, perpetual license to Buyer under the patents and patent applications owned by Seller as of the Closing Date related to the Business to make, use, sell, offer for sale and import the current products of the Business, as applicable; (vi) Seller shall deliver (or cause to be delivered) evidence reasonably satisfactory to Buyer that all Encumbrances on the Acquired Assets in favor of Silicon Valley Bank and any other Person listed on Schedule 1.3(b)(vi) have been released and terminated; (vii) Buyer shall deliver to Seller an executed Assumption Agreement and such other instruments as Seller may reasonably request in order to effect the assignment and assumption by Buyer of certain of the Acquired Assets and the Assumed Liabilities; (viii) Seller shall deliver or otherwise make available to Buyer the Records; (ix) Seller shall deliver to Buyer an executed Non-Competition Agreement relating to the Business in substantially the form attached hereto as Exhibit F (the “Non-Competition Agreement”); (x) Seller shall deliver to Buyer an executed sublease, on substantially the terms set forth on Schedule 1.3(b)(x), in a form reasonably satisfactory to the Parties with respect to the Real Estate Lease set forth Schedule 1.3(b)(x) (the “Sublease Agreement”); (xi) Seller and Buyer shall execute and deliver to each other a Transition Services Agreement in substantially the form attached hereto as Exhibit G (the “Transition Services Agreement”); (xii) Subject to Section 1.5, to the extent certificated, Seller shall deliver, or cause to be delivered, all stock certificates or other instruments evidencing equity interests in the Transferred Subsidiaries, or an affidavit of loss, as applicable, together with duly executed stock powers, transfer forms, instruments of assignment and other good and sufficient instruments of transfer, in form and substance reasonably satisfactory to Buyer, as Buyer may reasonably request to convey, assign, transfer and deliver to Buyer such equity interests in the Transferred Subsidiaries free and clear of Encumbrances; and (xiii) Buyer shall pay to Seller the Purchase Price in accordance with Section 1.2(b)the relevant provisions of the DGCL.

Actions at the Closing. At the Closing: (i) the Seller shall deliver (or cause to be delivered) to the Buyer the various certificates, instruments and documents required to be delivered under Section 5.16.1; (ii) the Buyer shall deliver (or cause to be delivered) to the Seller the various certificates, instruments and documents required to be delivered under Section 5.26.2; (iii) the Seller shall execute and deliver to Buyer an executed a Xxxx of Sale in substantially the form attached hereto as Exhibit C (the “Xxxx of Sale”)A; (iv) the Seller shall execute and deliver to Buyer an executed a Trademark Assignment in substantially the form attached hereto as Exhibit D B, suitable for recordation in the United States Patent and Trademark Office (the “Trademark Assignment”); (v) The Parties shall execute and deliver to each other a Patent License Agreement in substantially the form attached hereto as Exhibit E (the “Patent License Agreement”), pursuant to which Seller will grant a nonexclusive, royalty-free, perpetual license to Buyer under the patents and patent applications owned by Seller as of the Closing Date related to the Business to make, use, sell, offer for sale and import the current products of the Business, as applicable; (vi) Seller shall deliver (or cause to be delivered) evidence reasonably satisfactory to Buyer that all Encumbrances on the Acquired Assets in favor of Silicon Valley Bank and any other Person listed on Schedule 1.3(b)(vi) have been released and terminated; (vii) Buyer shall deliver to Seller an executed Assumption Agreement and such other instruments as Seller may reasonably request in order to effect the assignment and assumption by Buyer of certain of the Acquired Assets and the Assumed Liabilities; (viii) Seller shall deliver or otherwise make available to Buyer the Records; (ix) Seller shall deliver to Buyer an executed Non-Competition Agreement relating to the Business in substantially the form attached hereto as Exhibit F (the “Non-Competition Agreement”); (x) Seller shall deliver to Buyer an executed sublease, on substantially the terms set forth on Schedule 1.3(b)(x), in a form reasonably satisfactory to the Parties with respect to the Real Estate Lease set forth Schedule 1.3(b)(x) (the “Sublease Agreement”); (xi) Seller and Buyer shall execute and deliver to each other a Transition Services counterparts of an Assignment and Assumption Agreement in substantially the form attached hereto as Exhibit G C (the “Assumption Agreement”) (vi) the Seller shall deliver to Buyer a copy of the executed NDA Transfer Letter; (vii) the Seller and the Buyer shall execute and deliver to each other counterparts of a Transition Services Agreement substantially in the form attached hereto as Exhibit F (the “Transition Services Agreement”); (xiiviii) Subject to Section 1.5, to the extent certificated, Seller shall deliver, deliver (or cause to be delivered) to Buyer duly executed Third Party Consents substantially in the forms attached as Exhibit G; (ix) the Buyer shall pay to the Seller the portion of the Purchase Price required by Sections 2.2(a)(i) and (ii); (x) the Seller shall deliver to the Buyer, or otherwise put the Buyer in possession and control of, all stock certificates or other instruments evidencing equity interests of the Acquired Assets of a tangible nature, including documents and data in electronic formats, to the Transferred Subsidiaries, or an affidavit of loss, as applicable, together with duly executed stock powers, transfer forms, instruments of assignment extent that such documents and other good and sufficient instruments of transfer, data are in form and substance reasonably satisfactory to Buyer, as Buyer may reasonably request to convey, assign, transfer electronic formats; and (xi) the Seller shall update and deliver to Buyer Section 3.19 of Seller’s Disclosure Schedule such equity interests in that Section 3.19 sets forth a complete and accurate list as of the Transferred Subsidiaries free Closing Date of the number of Delatestryl® Vials that actually constitute the Closing Product Inventory as of the Closing Date, and clear of Encumbrances; and (xiii) shall make available to the Buyer, and Buyer shall pay take delivery of, the Closing Product Inventory, subject to Seller the Purchase Price provisions of the Transition Services Agreement. The agreements and instruments referred to in accordance with Section 1.2(bclauses (iii), (iv), (v) and (vii) above are referred to herein as the “Ancillary Agreements.”

Actions at the Closing. At the Closing: (i) Seller the Buyers shall collectively deliver to the Sellers the Adjusted Purchase Price and Irish Purchase Price as set forth in Section 1.2; (ii) the Parent shall deliver (or cause to be delivered) to Buyer SCI the various certificates, instruments and documents required to be delivered under Section 5.1; (iiiii) Buyer SCI shall deliver (or cause to be delivered) to Seller Parent the various certificates, instruments and documents required to be delivered under Section 5.2; (iiiiv) Seller the Sellers shall execute and deliver to Buyer an executed a Xxxx of Sale with respect to the Acquired Assets (other than the Irish Acquired Assets) in substantially the form attached hereto as Exhibit C (the “Xxxx of Sale”); (iv) Seller shall deliver to Buyer an executed Trademark Assignment in substantially the form attached hereto as Exhibit D (the “Trademark Assignment”)A; (v) The Parties the Sellers and SCI shall execute and deliver to each other a Patent the License Agreement in substantially the form attached hereto as Exhibit E (the “Patent License Agreement”), pursuant to which Seller will grant a nonexclusive, royalty-free, perpetual license to Buyer under the patents and patent applications owned by Seller as of the Closing Date related to the Business to make, use, sell, offer for sale and import the current products of the Business, as applicableB; (vi) Seller SCI shall execute and deliver (or cause to be executed and delivered) evidence reasonably satisfactory to Buyer that all Encumbrances on Sellers an Assumption Agreement in substantially the Acquired Assets in favor of Silicon Valley Bank and any other Person listed on Schedule 1.3(b)(vi) have been released and terminatedform attached hereto as Exhibit C; (vii) Buyer the Sellers, SCI and ON Bermuda shall execute and deliver a transitional foundry services agreement and a transition services agreement in substantially the forms attached hereto as Exhibits D and E, respectively; (viii) the Sellers and the Buyers shall execute and deliver an Escrow Agreement in substantially the form attached hereto as Exhibit F; (ix) the Sellers and SCI shall execute and deliver the ADICE License Agreement in substantially the form attached hereto as Exhibit G; (x) Parent and SCI shall deliver the Allocation Schedule; (xi) the Sellers shall execute and deliver (or cause to Seller an be executed Assumption Agreement and delivered) such other instruments of conveyance as SCI, on behalf of the Buyers, may reasonably request in order to effect the sale, transfer, conveyance and assignment to the relevant Buyer of valid ownership of and title to all of the Acquired Assets, including, without limitation, any Intellectual Property Rights assignment agreements to be recorded with the U.S. Patent and Trademark Office and foreign counterparts thereof; (xii) SCI shall execute and deliver (or cause to be executed and delivered) such other instruments as any Seller may reasonably request in order to effect the assignment and assumption by the relevant Buyer of certain of the Acquired Assets and the Assumed Liabilities; (viiixiii) each Seller shall deliver or otherwise make available to Buyer transfer the Books and Records; (ixxiv) Seller the Sellers shall deliver to Buyer an executed Non-Competition Agreement relating to (A) SCI, or otherwise put SCI in possession and control of, all of the Business Acquired Assets (other than the Irish Acquired Assets) of a tangible nature, and (B) Irish Newco, or otherwise put Irish Newco in substantially possession and control of, all of the form attached hereto as Exhibit F (Irish Tangible Assets, in each case in accordance with the “Non-Competition Agreement”);Allocation Schedule; and (xxv) Seller shall deliver to Buyer an executed sublease, on substantially the terms set forth on Schedule 1.3(b)(x), in a form reasonably satisfactory to the Parties with respect to the Real Estate Lease set forth Schedule 1.3(b)(x) (the “Sublease Agreement”); (xi) Seller and Buyer shall execute and deliver to each other a Transition Services Agreement in substantially cross-receipt evidencing the form attached hereto as Exhibit G (the “Transition Services Agreement”); (xii) Subject transactions referred to Section 1.5, to the extent certificated, Seller shall deliver, or cause to be delivered, all stock certificates or other instruments evidencing equity interests in the Transferred Subsidiaries, or an affidavit of loss, as applicable, together with duly executed stock powers, transfer forms, instruments of assignment and other good and sufficient instruments of transfer, in form and substance reasonably satisfactory to Buyer, as Buyer may reasonably request to convey, assign, transfer and deliver to Buyer such equity interests in the Transferred Subsidiaries free and clear of Encumbrances; and (xiii) Buyer shall pay to Seller the Purchase Price in accordance with Section 1.2(b)above.

Actions at the Closing. At the Closing: (i) Seller shall deliver (or cause to be delivered) to Buyer the various certificates, instruments instruments, documents and agreements (and documents and instruments called for thereunder) required to be delivered under Section 5.1; (ii) Buyer shall deliver (or cause to be delivered) to Seller the various certificates, instruments instruments, documents and agreements (and documents and instruments called for thereunder) required to be delivered under Section 5.2; (iii) Seller shall deliver to Buyer an executed Xxxx of Sale in substantially the form attached hereto as Exhibit C (the “Xxxx of Sale”)EXHIBIT B; (iv) Seller shall deliver to Buyer an executed Trademark Assignment in substantially the form attached hereto as Exhibit D (the “Trademark Assignment”); (v) The Parties shall execute Real Estate Purchase and deliver to each other a Patent License Sale Agreement in substantially the form attached hereto as Exhibit E EXHIBIT C in connection with the sale and transfer by the Company to Buyer of the Owned Real Property located at 0000 Xxxxxxx Xxxx, 5420 Bandera Road, 0000 Xxxxxxxxx Xxxx, and 0000 Xxxxxxxxx Xxxx, San Antonio, Texas (the “Patent License Texas Real Property Agreement”), pursuant to which Seller will grant a nonexclusive, royalty-free, perpetual license to Buyer under the patents and patent applications owned by Seller as of the Closing Date related to the Business to make, use, sell, offer for sale and import the current products of the Business, as applicable; (vi) Seller shall deliver (or cause to be delivered) evidence reasonably satisfactory to Buyer that all Encumbrances on the Acquired Assets in favor of Silicon Valley Bank and any other Person listed on Schedule 1.3(b)(vi) have been released and terminated; (viiv) Buyer shall deliver to Seller an executed Assumption Agreement and such other instruments as Seller may reasonably request in order to effect the assignment and assumption by Buyer of certain of the Acquired Assets and the Assumed Liabilities; (vi) Buyer shall deliver to Seller an executed Lease Assignment and Assumption Agreement in substantially the form attached hereto as EXHIBIT D (or such other form as may be reasonably requested by Seller or landlord) (collectively, the “Lease Assignment and Assumption Agreements”) in connection with those Leases (as defined in Section 2.11(a)) as are designated by Seller; (vii) Seller shall deliver to Buyer executed Lease Assignment and Assumption Agreements in connection with those Leases (as defined in Section 2.11(a)) as are designated by Seller; (viii) Seller shall deliver or otherwise make available to Buyer the Records; (ix) Seller shall deliver to Buyer an executed Non-Competition Agreement relating to the Business in substantially the form attached hereto as Exhibit F (the “Non-Competition Agreement”); (x) Seller shall deliver to Buyer an executed sublease, on substantially the terms set forth on Schedule 1.3(b)(x), in a form reasonably satisfactory to the Parties with respect to the Real Estate Lease set forth Schedule 1.3(b)(x) (the “Sublease Agreement”); (xi) Seller and Buyer shall execute and deliver to each other a Transition Services Agreement in substantially the form attached hereto as Exhibit G (the “Transition Services Agreement”); (xii) Subject to Section 1.5, to the extent certificated, Seller shall deliver, or cause to be delivered, all stock certificates or such other instruments evidencing equity interests in the Transferred Subsidiaries, or an affidavit of loss, as applicable, together with duly executed stock powers, transfer forms, instruments conveyance (including but not limited to assignments of assignment and Intellectual Property and/or other good and sufficient instruments of transfer, in form and substance reasonably satisfactory to Buyer, intangible assets) as Buyer may reasonably request in order to conveyeffect the sale, assigntransfer, transfer conveyance and deliver assignment to Buyer such equity interests in of valid ownership of the Transferred Subsidiaries free and clear of Encumbrances; andAcquired Assets owned by Seller; (xiiiix) Buyer shall pay to Seller the Purchase Price in accordance with cash by wire transfer of immediately available funds to one or more accounts designated by Seller; (x) Seller shall deliver to Buyer, or otherwise put Buyer in control of, all of the Acquired Assets of a tangible nature owned by Seller; (xi) The Parties shall execute and deliver to each other the Transition Agreement (as defined in Section 1.2(b10.7); and (xii) The Parties shall execute and deliver to each other a cross-receipt evidencing the transactions referred to above.

Actions at the Closing. At the Closing: (i) the Seller shall execute and deliver (or cause to be delivered) to Buyer the various certificates, instruments and documents required to be delivered under Section 5.1; (ii) Buyer shall deliver (or cause to be delivered) to Seller the various certificates, instruments and documents required to be delivered under Section 5.2; (iii) Seller shall deliver to Buyer an executed a Xxxx of Sale in substantially the form attached hereto as Exhibit C (the “Xxxx of Sale”)A; (ivii) Seller shall deliver to Buyer an executed Trademark Assignment in substantially the form attached hereto Seller, as Exhibit D (assignor, and the “Trademark Assignment”); (v) The Parties Buyer, as assignee, shall execute and deliver to each other a Patent License the Assumption Agreement in substantially the form attached hereto as Exhibit E (the “Patent License Agreement”), pursuant to which Seller will grant a nonexclusive, royalty-free, perpetual license to Buyer under the patents and patent applications owned by Seller as of the Closing Date related to the Business to make, use, sell, offer for sale and import the current products of the Business, as applicableB; (viiii) the Seller shall deliver (or cause to be delivered) evidence reasonably satisfactory to Buyer that all Encumbrances on and the Acquired Assets in favor of Silicon Valley Bank and any other Person listed on Schedule 1.3(b)(vi) have been released and terminated; (vii) Buyer shall execute and deliver to Seller an executed Assumption the Intellectual Property Matters Agreement and such other instruments as Seller may reasonably request in order to effect the assignment and assumption by Buyer of certain of the Acquired Assets and the Assumed Liabilities; (viii) Seller shall deliver or otherwise make available to Buyer the Records; (ix) Seller shall deliver to Buyer an executed Non-Competition Agreement relating to the Business in substantially the form attached hereto as Exhibit F (the “Non-Competition Agreement”)C; (xiv) Seller shall deliver to Buyer an executed sublease, on substantially the terms set forth on Schedule 1.3(b)(x), in a form reasonably satisfactory to the Parties with respect to the Real Estate Lease set forth Schedule 1.3(b)(x) (the “Sublease Agreement”); (xi) Seller and the Buyer shall execute and deliver to each other a the Transition Services Agreement in substantially the form attached hereto as Exhibit G (the “Transition Services Agreement”)D; (xiiv) Subject to Section 1.5, to the extent certificated, Seller and the Buyer shall deliver, or cause to be delivered, all stock certificates or other instruments evidencing equity interests in the Transferred Subsidiaries, or an affidavit of loss, as applicable, together with duly executed stock powers, transfer forms, instruments of assignment and other good and sufficient instruments of transfer, in form and substance reasonably satisfactory to Buyer, as Buyer may reasonably request to convey, assign, transfer execute and deliver to Buyer such equity interests the Manufacturing Trademark License Agreement in substantially the Transferred Subsidiaries free and clear of Encumbrances; andform attached hereto as Exhibit E; (xiiivi) the Buyer shall pay to the Seller the Purchase Price in cash by wire transfer of immediately available funds in accordance with the wire transfer instructions delivered to the Buyer by the Seller not less than two (2) Business Days prior to the Closing; (vii) the Seller shall deliver the tangible assets included in the Acquired Assets to Buyer, provided however that Seller shall retain physical possession of any Acquired Assets reasonably necessary to fulfill its obligations under the Transition Services Agreement during the term of the Transition Services Agreement and shall deliver such tangible assets and the tangible assets included in the Acquired Assets located outside of the U.S. in accordance with Section 1.2(b)4.4; and (viii) the Parties shall execute and deliver to each other a cross-receipt evidencing the transactions referred to above.

Actions at the Closing. At the Closing: (i) Seller shall duly execute and/or deliver (or cause to be duly executed and/or delivered) to Buyer the various certificates, instruments and documents required to be delivered under Section 5.1; (ii) Buyer shall duly execute and/or deliver (or cause to be duly executed and/or delivered) to Seller the various certificates, instruments and documents required to be delivered under Section 5.2; (iii) Seller the Parties shall duly execute and deliver to Buyer an executed each other a Xxxx of Sale and Assumption Agreement in substantially the form attached hereto as Exhibit C (the “Xxxx of Sale”)A; (iv) Seller shall duly execute and deliver to Buyer an executed Trademark a Copyright Assignment in substantially the form attached hereto as Exhibit D (the “Trademark Assignment”)B; (v) The Parties Seller shall duly execute and deliver to each other Buyer a Patent License Agreement Trademark Assignment in substantially the form attached hereto as Exhibit E (the “Patent License Agreement”), pursuant to which Seller will grant a nonexclusive, royalty-free, perpetual license to Buyer under the patents and patent applications owned by Seller as of the Closing Date related to the Business to make, use, sell, offer for sale and import the current products of the Business, as applicableC; (vi) Seller shall deliver (or cause to be delivered) evidence reasonably satisfactory to Buyer that all Encumbrances on the Acquired Assets in favor of Silicon Valley Bank and any other Person listed on Schedule 1.3(b)(vi) have been released and terminated; (vii) Buyer shall deliver to Seller an executed Assumption Agreement and such other instruments as Seller may reasonably request in order to effect the assignment and assumption by Buyer of certain of the Acquired Assets and the Assumed Liabilities; (viii) Seller shall deliver or otherwise make available to Buyer the Records; (ix) Seller shall deliver to Buyer an executed Non-Competition Agreement relating to the Business in substantially the form attached hereto as Exhibit F (the “Non-Competition Agreement”); (x) Seller shall deliver to Buyer an executed sublease, on substantially the terms set forth on Schedule 1.3(b)(x), in a form reasonably satisfactory to the Parties with respect to the Real Estate Lease set forth Schedule 1.3(b)(x) (the “Sublease Agreement”); (xi) Seller and Buyer shall duly execute and deliver to each other a Transition Services Agreement in substantially the form attached hereto as Exhibit G D; (vii) Seller shall duly execute and deliver to Buyer a Warranty Deed with respect to the “Transition Services Agreement”)Owned Facility in the form attached hereto as Exhibit E, together with a duly executed Sales Disclosure Form and any other forms and instruments as may be required by Indiana law in connection with the transfer of the Owned Facility to Buyer; (viii) the Parties shall duly execute and deliver a Limited Liability Company Interest Assignment Agreement in the form attached hereto as Exhibit F; (ix) Seller shall deliver to Buyer written resignations, effective as of the Closing, of each of the managers and officers of IP LLC; (x) Seller shall duly execute and deliver to Buyer a properly completed IRS Form W-9; (xi) Seller shall deliver (or cause to be delivered) to Buyer a certificate of good standing of IP LLC issued by the Delaware Secretary of State; (xii) Subject to Section 1.5, to the extent certificated, Seller shall deliver, or cause deliver to be delivered, all stock certificates or other instruments evidencing equity interests in the Transferred Subsidiaries, or an affidavit of loss, as applicable, together with duly executed stock powers, transfer forms, instruments of assignment and other good and sufficient instruments of transfer, in form and substance Buyer evidence reasonably satisfactory to BuyerBuyer that all Liens on the Acquired Assets securing indebtedness for borrowed money, as Buyer may reasonably request to convey, assign, transfer and deliver to Buyer such equity interests Liens on material registered intellectual property included in the Transferred Subsidiaries free Acquired Assets and clear those Liens listed on Schedule 1.3(b)(xii), have been (or will be) released effective as of Encumbrances; andthe Closing; (xiii) Buyer shall pay to Seller the Purchase Price in accordance with Section 1.2(b)cash by wire transfer of immediately available funds to one or more accounts designated by Seller; and (xiv) the Parties shall duly execute and deliver to each other a cross-receipt evidencing the transactions referred to above.

Actions at the Closing. At the Closing: (i) Seller shall deliver (or cause to be delivered) to the Buyer the various certificates, instruments and documents required to be delivered under Section 5.16.1; (ii) the Buyer shall deliver (or cause to be delivered) to Seller the various certificates, instruments and documents required to be delivered under Section 5.26.2; (iii) Seller shall execute and deliver to the Buyer an executed Xxxx of Sale in substantially the form attached hereto as Exhibit C (the “Xxxx of Sale”); (iv) the Buyer and Seller shall execute and deliver to Buyer an executed Trademark the Assignment in substantially the form attached hereto as Exhibit D (the “Trademark Assignment”)and Assumption Agreement; (v) The Parties shall execute and deliver to each other a Patent License Agreement in substantially the form attached hereto as Exhibit E (the “Patent License Agreement”), pursuant to which Seller will grant a nonexclusive, royalty-free, perpetual license to Buyer under the patents and patent applications owned by Seller as of the Closing Date related to the Business to make, use, sell, offer for sale and import the current products of the Business, as applicable; (vi) Seller shall deliver (or cause to be delivered) evidence reasonably satisfactory to Buyer that all Encumbrances on the Acquired Assets in favor of Silicon Valley Bank and any other Person listed on Schedule 1.3(b)(vi) have been released and terminated; (vii) Buyer shall deliver to Seller an executed Assumption Agreement and such other instruments as Seller may reasonably request in order to effect the assignment and assumption by Buyer of certain of the Acquired Assets and the Assumed Liabilities; (viii) Seller shall deliver or otherwise make available to Buyer the Records; (ix) Seller shall deliver to Buyer an executed Non-Competition Agreement relating to the Business in substantially the form attached hereto as Exhibit F (the “Non-Competition Agreement”); (x) Seller shall deliver to Buyer an executed sublease, on substantially the terms set forth on Schedule 1.3(b)(x), in a form reasonably satisfactory to the Parties with respect to the Real Estate Lease set forth Schedule 1.3(b)(x) (the “Sublease Agreement”); (xi) Seller and Buyer shall execute and deliver to each other a Transition Services Agreement in substantially the form attached hereto as Exhibit G (the “Transition Services Agreement”); (xii) Subject to Section 1.5, to the extent certificated, Seller shall deliver, or cause to be delivered, all stock certificates or other instruments evidencing equity interests in the Transferred Subsidiaries, or an affidavit of loss, as applicable, together with duly executed stock powers, transfer forms, instruments of assignment and other good and sufficient instruments of transfer, in form and substance reasonably satisfactory to Buyer, as Buyer may reasonably request to convey, assign, transfer and deliver to Buyer such equity interests in the Transferred Subsidiaries free and clear of Encumbrances; and (xiii) Buyer shall pay to Seller the Purchase Price in accordance with the provisions of Section 1.2(b)2.2 hereof; (vi) Seller shall deliver to the Buyer, or otherwise put the Buyer in possession and control of, all of the Business Assets of a tangible nature; (vii) the Buyer and Seller shall execute and deliver to each other a cross-receipt evidencing the transactions referred to above; (viii) Seller shall have delivered to the Buyer Lien releases, pay-off letters and UCC-3 termination statements as may be necessary to evidence the release and termination of all material Liens (other than Permitted Encumbrances) on the Business Assets and on Seller’s right, title and interest in the Business Assets that are not owned by Seller; (ix) Seller shall execute and deliver certificates as required under Section 1445 of the Code and Section 1.1445-2(b) of the Treasury regulations; provided, however, that if Seller fails or refuses to deliver the certificate required to confirm it is not a “foreign person” as such term is defined in Section 1445(f)(3) of the Code, or the Buyer has actual knowledge that such certificate is false, the Buyer shall deduct and withhold from the Purchase Price a Tax as required by Section 1445 of the Code; and, provided, further, that, in the Table of Contents event of any such withholding, the Closing hereunder shall not be otherwise affected, the Buyer shall remit such amount to and file the required form with the IRS and Seller in the event of any claimed over-withholding, (A) shall be limited solely to an action against the IRS for a refund, and (B) hereby waives any right of action against the Buyer on account of such withholding; and (x) Seller shall deliver to the Buyer all keys, access codes and combinations to all locks, and other security devices to the Real Estate. The agreements and instruments referred to in clauses (i)-(x) above are referred to herein as the “Transfer Documents.”

Actions at the Closing. At the Closing: (i) Seller shall deliver (or cause to be delivered) to Buyer the various certificates, instruments and documents required to be delivered under Section 5.15.02 not otherwise listed in this Section 1.03(b); (ii) Buyer shall deliver (or cause to be delivered) to Seller the various certificates, instruments and documents required to be delivered under Section 5.25.03 not otherwise listed in this Section 1.03(b); (iii) Seller shall deliver (or cause to be delivered) to Buyer an one or more executed Bills of Sale in substantially the form attached hereto as Exhibit B (collectively, the “Xxxx of Sale Sale”); (iv) Seller shall deliver (or cause to be delivered) to Buyer executed Intellectual Property Assignment Agreements, in substantially the form attached hereto as Exhibit C (the “Xxxx of Sale”); (iv) Seller shall deliver to Buyer an executed Trademark IP Assignment in substantially the form attached hereto as Exhibit D (the “Trademark AssignmentAgreements”); (v) The Parties Seller and Buyer shall execute deliver (or cause to be delivered) to the other one or more executed Assumption Agreements and deliver such other instruments as Seller may reasonably request in order to each other a Patent License Agreement in substantially effect the form attached hereto as Exhibit E (the “Patent License Agreement”)assignment to, pursuant to which Seller will grant a nonexclusiveand assumption by, royalty-free, perpetual license to Buyer under the patents and patent applications owned by Seller as of certain of the Closing Date related to Acquired Assets and the Business to make, use, sell, offer for sale and import the current products of the Business, as applicableAssumed Liabilities; (vi) Seller shall deliver (or cause to be delivered) evidence reasonably satisfactory to Buyer that all Encumbrances on the Acquired Assets in favor of Silicon Valley Bank and any other Person listed on Schedule 1.3(b)(vi) have been released and terminatedTransferred Product Records; (vii) Buyer shall deliver to Seller an executed Assumption Agreement and such other instruments as Seller may reasonably request in order to effect the assignment and assumption by Buyer of certain of the Acquired Assets and the Assumed Liabilities; (viii) Seller shall deliver or otherwise make available to Buyer the Records; (ix) Seller shall deliver to Buyer an executed Non-Competition Agreement relating to the Business in substantially the form attached hereto as Exhibit F (the “Non-Competition Agreement”); (x) Seller shall deliver to Buyer an executed sublease, on substantially the terms set forth on Schedule 1.3(b)(x), in a form reasonably satisfactory to the Parties with respect to the Real Estate Lease set forth Schedule 1.3(b)(x) (the “Sublease Agreement”); (xi) Seller and Buyer shall execute and deliver (or cause to each be delivered) to the other a an executed Transition Services Agreement in substantially the form attached hereto as Exhibit G D (the “Transition Services Agreement”);; Americas 92425100 (xiiviii) Subject to Section 1.5, to the extent certificated, Seller shall deliver, deliver (or cause to be delivered) such other certificates, all stock certificates or other instruments evidencing equity interests in the Transferred Subsidiaries, or an affidavit of loss, as applicable, together with duly executed stock powers, transfer formsdocuments, instruments of assignment and other good writings as shall be reasonably requested by Buyer to effectively vest in Buyer title in and sufficient instruments of transferto the Acquired Assets, in form and substance reasonably satisfactory to Buyer, as Buyer may reasonably request to convey, assign, transfer and deliver to Buyer such equity interests in the Transferred Subsidiaries free and clear of all Encumbrances (other than Permitted Encumbrances), in accordance with the provisions of this Agreement; and (xiiiix) Buyer shall pay (or cause to Seller be paid) (A) to Seller, the Base Purchase Price Price, less the Escrow Amount and (B) to the Escrow Agent, the Escrow Amount, in each case in accordance with Section 1.2(b1.02(a).

Actions at the Closing. At the Closing: (i) the Seller shall deliver (or cause to be delivered) to the Buyer the various certificates, instruments and documents required to be delivered under Section 5.1; (ii) the Buyer shall deliver (or cause to be delivered) to the Seller the various certificates, instruments and documents required to be delivered under Section 5.2; (iii) the Seller and Buyer shall execute and deliver to Buyer an executed a Xxxx of Sale and Assumption Agreement in substantially the form attached hereto as Exhibit C (the “Xxxx of Sale”)A; (iv) the Seller shall execute and deliver to Buyer an executed Trademark Intellectual Property Assignment in substantially the form attached hereto as Exhibit D (the “Trademark Assignment”)B; (v) The the Seller and Buyer shall execute and deliver the Intellectual Property License; (vi) 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 Acquired Assets owned by the Seller (including any documents, instruments or other agreements reasonably required with respect to any Acquired Assets located in the People’s Republic of China); (vii) the Seller and Buyer shall execute and deliver the Sublease Agreement; (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; (ix) the Buyer and the Seller shall execute and deliver the Asset Lease Agreement; (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 or its Affiliates exclusively relating to the Acquired Assets and reasonably necessary for the continued operation of the Business by the Buyer following the Closing and shall provide copies of such materials that relate to both the Acquired Assets and the Excluded Assets; (xi) the Buyer shall pay to the Seller the First Cash Payment; (xii) the Seller and the Buyer shall execute and deliver a Stockholder Agreement in substantially the form attached as Exhibit C; (xiii) the Buyer shall deliver to American Stock Transfer Company, LLC instructions to deliver to the Seller, on an expedited basis, a certificate evidencing the Closing Shares, registered in the name of the Seller and with the further details and legends as mutually agreed to by the Seller and the Buyer (acting reasonably); (xiv) the Seller shall deliver to the Buyer fully-completed and executed questionnaires and certifications as may be reasonably requested by the Buyer in connection with the Buyer’s issuance of the Closing Shares; (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 owned by the Seller; (xvi) the Seller shall deliver to the Buyer a certificate under Treasury Regulations Section 1.1445-2(b) that the Seller is not a foreign person within the meaning of Section 1445 of the Code duly executed by the Seller; and (xvii) the Parties shall execute and deliver to each other a Patent License Agreement in substantially cross-receipt evidencing the form attached hereto as Exhibit E (the “Patent License Agreement”), pursuant transactions referred to which Seller will grant a nonexclusive, royalty-free, perpetual license to Buyer under the patents and patent applications owned by Seller as of the Closing Date related to the Business to make, use, sell, offer for sale and import the current products of the Business, as applicable; (vi) Seller shall deliver (or cause to be delivered) evidence reasonably satisfactory to Buyer that all Encumbrances on the Acquired Assets in favor of Silicon Valley Bank and any other Person listed on Schedule 1.3(b)(vi) have been released and terminated; (vii) Buyer shall deliver to Seller an executed Assumption Agreement and such other instruments as Seller may reasonably request in order to effect the assignment and assumption by Buyer of certain of the Acquired Assets and the Assumed Liabilities; (viii) Seller shall deliver or otherwise make available to Buyer the Records; (ix) Seller shall deliver to Buyer an executed Non-Competition Agreement relating to the Business in substantially the form attached hereto as Exhibit F (the “Non-Competition Agreement”); (x) Seller shall deliver to Buyer an executed sublease, on substantially the terms set forth on Schedule 1.3(b)(x), in a form reasonably satisfactory to the Parties with respect to the Real Estate Lease set forth Schedule 1.3(b)(x) (the “Sublease Agreement”); (xi) Seller and Buyer shall execute and deliver to each other a Transition Services Agreement in substantially the form attached hereto as Exhibit G (the “Transition Services Agreement”); (xii) Subject to Section 1.5, to the extent certificated, Seller shall deliver, or cause to be delivered, all stock certificates or other instruments evidencing equity interests in the Transferred Subsidiaries, or an affidavit of loss, as applicable, together with duly executed stock powers, transfer forms, instruments of assignment and other good and sufficient instruments of transfer, in form and substance reasonably satisfactory to Buyer, as Buyer may reasonably request to convey, assign, transfer and deliver to Buyer such equity interests in the Transferred Subsidiaries free and clear of Encumbrances; and (xiii) Buyer shall pay to Seller the Purchase Price in accordance with Section 1.2(b)above.

Actions at the Closing. At the Closing: (i) Each Seller shall deliver (or cause to be delivered) to Buyer the various certificates, instruments instruments, agreements and documents required to be delivered by such Seller under Section 5.1; (ii) Buyer shall deliver (or cause to be delivered) to Seller ASI Holdings the various certificates, instruments instruments, agreements and documents required to be delivered under Section 5.2; (iii) Seller Sellers and Buyer shall execute and deliver to Buyer an executed Xxxx a Bxxx of Sale in substantially the form attached hereto as Exhibit C (the “Xxxx of Sale”);C: (iv) Seller shall deliver to Buyer an executed Trademark Assignment in substantially the form attached hereto as Exhibit D (the “Trademark Assignment”); (v) The Parties Sellers shall execute and deliver to each other a Patent License Trademark Assignment Agreement in substantially the form attached hereto as Exhibit E (the “Patent License Agreement”), pursuant to which Seller will grant a nonexclusive, royalty-free, perpetual license to Buyer under the patents and patent applications owned by Seller as of the Closing Date related to the Business to make, use, sell, offer for sale and import the current products of the Business, as applicable;D: (viv) Seller shall deliver (or cause to be delivered) evidence reasonably satisfactory to Buyer that all Encumbrances on the Acquired Assets in favor of Silicon Valley Bank and any other Person listed on Schedule 1.3(b)(vi) have been released and terminated; (vii) Buyer shall deliver to Seller an executed Assumption Agreement and such other instruments as Seller may reasonably request in order to effect the assignment and assumption by Buyer of certain of the Acquired Assets and the Assumed Liabilities; (viii) Seller shall deliver or otherwise make available to Buyer the Records; (ix) Seller shall deliver to Buyer an executed Non-Competition Agreement relating to the Business in substantially the form attached hereto as Exhibit F (the “Non-Competition Agreement”); (x) Seller shall deliver to Buyer an executed sublease, on substantially the terms set forth on Schedule 1.3(b)(x), in a form reasonably satisfactory to the Parties with respect to the Real Estate Lease set forth Schedule 1.3(b)(x) (the “Sublease Agreement”); (xi) Seller and Buyer Sellers shall execute and deliver to each other a Transition Services Patent Assignment Agreement in substantially the form attached hereto as Exhibit G (the “Transition Services Agreement”)E; (xiivi) Subject Buyer and Sellers shall execute and deliver an Assignment and Assumption Agreement in substantially the form attached hereto as Exhibit F; (vii) Each Seller shall transfer to Section 1.5Buyer all the books, records, files and other data (or copies thereof), financial or otherwise, within the possession of such Seller relating to the extent certificated, Acquired Assets and reasonably necessary for the continued operation of the Business by Buyer; (viii) Each Seller shall deliver, or cause deliver to be delivered, Buyer a list of all stock certificates or open customer and supplier purchase orders of such Seller as of the Closing Date; (ix) Each Seller shall execute and deliver such other instruments evidencing equity interests in the Transferred Subsidiaries, or an affidavit of loss, as applicable, together with duly executed stock powers, transfer forms, instruments of assignment and other good and sufficient instruments of transfer, in form and substance reasonably satisfactory to Buyer, conveyance as Buyer may reasonably request in order to conveyeffect the sale, assigntransfer, transfer conveyance and deliver assignment to Buyer of valid ownership of the Acquired Assets owned by such equity interests in the Transferred Subsidiaries free and clear of EncumbrancesSeller; and (xiiix) Each Seller shall deliver to Buyer, or otherwise put Buyer shall pay to Seller in possession and control of, all of the Purchase Price in accordance with Section 1.2(b)Acquired Assets of a tangible nature owned by such Seller.

Actions at the Closing. (a) In consideration for the sale, assignment, transfer, conveyance and delivery of the Acquired Interests to Buyer, at the Closing, Buyer shall pay to Seller, by wire transfer to a bank account designated in writing by Seller to Buyer prior to the Closing Date, an amount equal to the Closing Purchase Price in immediately available funds in United States dollars. (b) At the Closing, the following deliveries shall occur: (i) Seller Buyer shall deliver (or cause to be delivered) delivered to Buyer Seller an executed counterpart of each of the various certificates, instruments and documents required to be delivered under Section 5.1Ancillary Agreements signed by each party other than Seller; (ii) Buyer shall deliver (deposit or cause to be delivered) to Seller deposited the various certificatesIndemnity Escrow Amount with the Escrow Agent, instruments and documents required to be delivered under Section 5.2managed and paid out by the Escrow Agent pursuant to the terms of this Agreement, and pay 50% of any required fees to the Escrow Agent; (iii) Seller shall deliver or cause to be delivered to Buyer an executed Xxxx IRS Form W-9 from Seller (or if Seller is an entity disregarded as separate from its owner, the Person treated as owning the Acquired Interests for U.S. federal income tax purposes); provided, that Buyer’s sole remedy for Seller’s failure to provide such IRS Form W-9 shall be to withhold from the payments to be made pursuant to this Agreement the withholding Tax, if any, that Buyer is required to withhold under Section 1445 of Sale the Code; (iv) Seller shall deliver or cause to be delivered to Buyer certain documentation with respect to the Credit Facility in substantially the form attached hereto as Exhibit C B (the “Xxxx of Sale”); (iv) Seller shall deliver to Buyer an executed Trademark Assignment in substantially the form attached hereto as Exhibit D (the “Trademark AssignmentCredit Facility Release Documentation”); (v) The Parties Seller shall execute and deliver or cause to each other a Patent License Agreement in substantially the form attached hereto as Exhibit E (the “Patent License Agreement”), pursuant to which Seller will grant a nonexclusive, royalty-free, perpetual license be delivered to Buyer under customary evidence that the patents and patent applications owned by Seller as signing authority pertaining to the bank accounts set forth on Schedule 3.17 of the Closing Date related Disclosure Schedules shall be transferred to certain individuals designated by Buyer at or substantially concurrent with the Business to make, use, sell, offer for sale and import the current products of the Business, as applicable;Closing; and (vi) Seller shall deliver (or cause to be delivered) evidence reasonably satisfactory to Buyer that all Encumbrances on the Acquired Assets in favor of Silicon Valley Bank and any other Person listed on Schedule 1.3(b)(vi) have been released and terminated; (vii) Buyer shall deliver to Seller an executed Assumption Agreement and such other instruments as Seller may reasonably request in order to effect the assignment and assumption by Buyer of certain of the Acquired Assets and the Assumed Liabilities; (viii) Seller shall deliver or otherwise make available to Buyer the Records; (ix) Seller shall deliver delivered to Buyer an executed Non-Competition Agreement relating to counterpart of each of the Business in substantially the form attached hereto as Exhibit F (the “Non-Competition Agreement”); (x) Seller shall deliver to Buyer an executed sublease, on substantially the terms set forth on Schedule 1.3(b)(x), in a form reasonably satisfactory to the Parties with respect to the Real Estate Lease set forth Schedule 1.3(b)(x) (the “Sublease Agreement”); (xi) Seller and Buyer shall execute and deliver to Ancillary Agreements signed by each party other a Transition Services Agreement in substantially the form attached hereto as Exhibit G (the “Transition Services Agreement”); (xii) Subject to Section 1.5, to the extent certificated, Seller shall deliver, or cause to be delivered, all stock certificates or other instruments evidencing equity interests in the Transferred Subsidiaries, or an affidavit of loss, as applicable, together with duly executed stock powers, transfer forms, instruments of assignment and other good and sufficient instruments of transfer, in form and substance reasonably satisfactory to Buyer, as Buyer may reasonably request to convey, assign, transfer and deliver to Buyer such equity interests in the Transferred Subsidiaries free and clear of Encumbrances; and (xiii) Buyer shall pay to Seller the Purchase Price in accordance with Section 1.2(b)than Seller.

Actions at the Closing. At the Closing: Closing (ia) Seller the Parties shall deliver cause a certificate of merger in customary form acceptable to the Parent and the Company and executed in accordance with the relevant provisions of the DGCL (the “Certificate of Merger”) and other required documents to be filed in the office of the Secretary of State of the State of Delaware (the “Delaware Secretary of State”), and Parent, Merger Sub and the Company shall make all other filings or recordings required under the DGCL and applicable Law to give effect to the Merger and the other transactions contemplated hereby; (b) Parent and AudioCodes shall deposit or cause to be delivereddeposited $7,500,000 (the “Escrow Amount”) to Buyer with U.S. Bank Trust National Association, in its capacity as escrow agent (the various certificates, instruments and documents required “Escrow Agent”) under the Escrow Agreement to be delivered under Section 5.1; (ii) Buyer shall deliver (entered into on or cause prior to be delivered) to Seller the various certificatesClosing Date by Parent, instruments the Sellers’Representative and documents required to be delivered under Section 5.2; (iii) Seller shall deliver to Buyer an executed Xxxx of Sale the Escrow Agent in substantially the form attached hereto as Exhibit C A (the “Xxxx of SaleEscrow Agreement”); , to be administered in accordance with the Escrow Agreement; and (ivc) Seller Parent and AudioCodes shall deliver deposit or cause to Buyer an executed Trademark Assignment be deposited $1,000,000 (the “Expenses Escrow Amount”) with the Escrow Agent under the Expenses Escrow Agreement to be entered into on or prior to the Closing Date by the Parent, Sellers’ Representative and the Escrow Agent in substantially the form attached hereto as Exhibit D B (the “Trademark Assignment”); (v) The Parties shall execute and deliver to each other a Patent License Agreement in substantially the form attached hereto as Exhibit E (the “Patent License Expenses Escrow Agreement”), pursuant to which Seller will grant a nonexclusive, royalty-free, perpetual license to Buyer under the patents and patent applications owned by Seller as of the Closing Date related to the Business to make, use, sell, offer for sale and import the current products of the Business, as applicable; (vi) Seller shall deliver (or cause to be delivered) evidence reasonably satisfactory to Buyer that all Encumbrances on the Acquired Assets in favor of Silicon Valley Bank and any other Person listed on Schedule 1.3(b)(vi) have been released and terminated; (vii) Buyer shall deliver to Seller an executed Assumption Agreement and such other instruments as Seller may reasonably request in order to effect the assignment and assumption by Buyer of certain of the Acquired Assets and the Assumed Liabilities; (viii) Seller shall deliver or otherwise make available to Buyer the Records; (ix) Seller shall deliver to Buyer an executed Non-Competition Agreement relating to the Business in substantially the form attached hereto as Exhibit F (the “Non-Competition Agreement”); (x) Seller shall deliver to Buyer an executed sublease, on substantially the terms set forth on Schedule 1.3(b)(x), in a form reasonably satisfactory to the Parties with respect to the Real Estate Lease set forth Schedule 1.3(b)(x) (the “Sublease Agreement”); (xi) Seller and Buyer shall execute and deliver to each other a Transition Services Agreement in substantially the form attached hereto as Exhibit G (the “Transition Services Agreement”); (xii) Subject to Section 1.5, to the extent certificated, Seller shall deliver, or cause to be delivered, all stock certificates or other instruments evidencing equity interests in the Transferred Subsidiaries, or an affidavit of loss, as applicable, together with duly executed stock powers, transfer forms, instruments of assignment and other good and sufficient instruments of transfer, in form and substance reasonably satisfactory to Buyer, as Buyer may reasonably request to convey, assign, transfer and deliver to Buyer such equity interests in the Transferred Subsidiaries free and clear of Encumbrances; and (xiii) Buyer shall pay to Seller the Purchase Price administered in accordance with Section 1.2(b)the Expenses Escrow Agreement. The Expenses Escrow Fund shall be available solely to compensate the Sellers’Representative and the Sellers for all fees and expenses reasonably incurred by: (i) the Sellers’ Representative in performing its duties under this Agreement; and (ii) the Sellers’ Representative and the Sellers in defending against any claims for indemnification or other claims for damages by AudioCodes, Parent or any other Parent Indemnified Party pursuant to this Agreement or otherwise.

Actions at the Closing. At the Closing: (i) Seller shall PKI shall: (A) deliver (or cause to be delivered) to Buyer or its nominee the various certificates, instruments and documents required to be delivered under Section 5.1; (iiB) Buyer shall deliver (or cause to be delivered) to Buyer or its nominee certificate(s) evidencing all of the Equity Interests, duly endorsed in blank, or with stock powers, stock transfer forms or other instruments of transfer reasonably acceptable to Buyer duly executed by the respective Equity Interest Sellers; (C) (X) enter into (or cause a Seller to enter into) a local sale and transfer agreement in substantially the form attached as Exhibit B (with any modifications necessary to ensure that the Local Transfer Agreement complies with the Laws and applicable form requirements in each relevant local jurisdiction, the “Local Transfer Agreements”), (Y) enter into (or cause a Seller to enter into) such other forms, deeds, instruments or other similar documents reasonably necessary pursuant to applicable Law to consummate the transactions contemplated by the Local Transfer Agreements, and (Z) perform (or cause a Seller to perform) its obligations under the Local Transfer Agreements; (D) deliver (or cause the Asset Sellers to deliver) such other instruments of conveyance as Buyer may reasonably request that are necessary to effect the sale, transfer, conveyance and assignment to Buyer or its nominee (or, in the case of the Specified Sellers, to the Specified Companies pursuant to the Pre-Closing Transaction) of valid ownership of the Acquired Assets owned by PKI and each of the Asset Sellers; (E) deliver or make available (or cause to be delivered or made available) to Buyer or its nominee the minute books, stock and partnership books, ledgers and registers, corporate seals and other similar corporate records of each of the Acquired Companies; (F) deliver (or cause to be delivered) to Buyer or its nominee, or otherwise put Buyer or an Acquired Company (or cause Buyer, its nominee or an Acquired Company to be put) in possession and control of, all of the Acquired Assets of a tangible nature owned by the Asset Sellers; (G) cause the applicable Asset Sellers and Acquired Companies participating in the Pre-Closing Transactions to execute and deliver to each other counterparts to an Assignment and Assumption of Contracts in substantially the form attached hereto as Exhibit C and all other documents required to effectuate the Pre-Closing Transactions (the “Pre-Closing Transaction Documents”); (H) execute and deliver (or cause an Affiliate of PKI (other than an Acquired Company to execute and deliver) and cause the applicable Acquired Company to execute and deliver each of the agreements described in Schedule 1.3(b)(i)(H) on the same terms as set forth therein and with only such additional terms as the Parties may negotiate prior to the Closing (the “Commercial Agreements”); it being agreed that the Parties shall negotiate the terms of the Commercial Agreements in good faith during the period prior to the Closing; provided that as of the date of this Agreement, the Parties have agreed to the terms of the Commercial Agreements attached hereto as Exhibits J-1, J-2 and J-3; (I) provide to Buyer or its nominee, duly executed U.S. Tax forms for Sellers, as reasonably requested by Xxxxx; and (ii) Buyer shall: (A) pay to Sellers specified in writing by PKI pursuant to Section 1.2(a), such Seller’s portion of the Estimated Purchase Price (in accordance with and subject to Section 1.2(a)) in cash (in U.S. dollars) by wire transfer of immediately available funds to one or more accounts designated by PKI (which shall be designated at least ten (10) Business Days prior to Closing); (B) deliver (or cause to be delivered) to Sellers the various certificates, instruments and documents required to be delivered under Section 5.2;; and (C) (X) enter into (or cause Buyer’s local nominee to enter into) the Local Transfer Agreements, (Y) enter into (or cause Buyer’s local nominee to enter into) any other forms, deeds, instruments or other similar documents necessary pursuant to applicable Law to perfect the transactions under the Local Transfer Agreements, and (Z) perform (or cause Buyer’s local nominee to perform) its obligations under the Local Transfer Agreements; and (iii) Seller shall Each of the Parties shall: (A) execute and deliver (or cause their applicable Affiliate to Buyer execute and deliver) to each other counterparts to an executed Xxxx Assignment and Assumption of Sale Contracts (with any modifications necessary to ensure that such agreement complies with the Laws and applicable form requirements in each relevant local jurisdiction, the “Assignment and Assumption of Contracts”) in substantially the form attached hereto as Exhibit C (the “Xxxx of Sale”)D; (ivB) Seller shall deliver to Buyer an executed Trademark Assignment in substantially the form attached hereto as Exhibit D (the “Trademark Assignment”); (v) The Parties shall execute and deliver (or cause their applicable Affiliate to execute and deliver) to each other counterparts to a Patent License Lease Assignment and Assumption Agreement in substantially the form attached hereto as Exhibit E (or such other form as may be reasonably requested by PKI or the landlord) (with any modifications necessary to ensure that such agreement complies with the Laws and applicable form requirements in each relevant local jurisdiction, the “Patent License Lease Assignment and Assumption Agreement”), pursuant to which Seller will grant a nonexclusive, royalty-free, perpetual license to Buyer under the patents and patent applications owned by Seller as of the Closing Date related to the Business to make, use, sell, offer for sale and import the current products of the Business, as applicable; (viC) Seller shall deliver (or cause to be delivered) evidence reasonably satisfactory to Buyer that all Encumbrances on the Acquired Assets in favor of Silicon Valley Bank execute and any other Person listed on Schedule 1.3(b)(vi) have been released and terminated; (vii) Buyer shall deliver to Seller an executed Assumption each other counterparts to a Transition Services Agreement and such other instruments as Seller may reasonably request in order to effect the assignment and assumption by Buyer of certain of the Acquired Assets and the Assumed Liabilities; (viii) Seller shall deliver or otherwise make available to Buyer the Records; (ix) Seller shall deliver to Buyer an executed Non-Competition Agreement relating to the Business in substantially the form attached hereto as Exhibit F (the “Non-Competition Transition Services Agreement” and collectively with the Local Transfer Agreements, the Assignment and Assumption of Contracts, the Lease Assignment and Assumption Agreements, the Commercial Agreements, IP Assignment Agreement, the Trademark License Agreement and the other documents, instruments and certificates to be delivered in connection with the transactions contemplated hereby, the “Ancillary Agreements”); (xD) Seller shall deliver to Buyer an executed sublease, on substantially the terms set forth on Schedule 1.3(b)(x), in a form reasonably satisfactory to the Parties with respect to the Real Estate Lease set forth Schedule 1.3(b)(x) (the “Sublease Agreement”); (xi) Seller and Buyer shall execute and deliver to each other counterparts to an agreement in customary and mutually-agreed form to assign the Intellectual Property included in the Acquired Assets (the “IP Assignment Agreement”); and (E) execute and deliver to each other counterparts to a Transition Services Trademark License Agreement in substantially the form attached hereto as Exhibit G (the “Transition Services Trademark License Agreement”); ; provided, that notwithstanding anything to the contrary in Sections 1.3(b)(i) to (xiiiii) Subject to Section 1.5above, any delivery solely to the extent certificatedrelated to a Deferred Business (as defined in Section 1.11(a)), Seller which was not previously delivered to the other Party (or a nominee thereof), shall deliver, or cause occur pursuant to be delivered, all stock certificates or other instruments evidencing equity interests in the Transferred Subsidiaries, or an affidavit of loss, as applicable, together with duly executed stock powers, transfer forms, instruments of assignment and other good and sufficient instruments of transfer, in form and substance reasonably satisfactory to Buyer, as Buyer may reasonably request to convey, assign, transfer and deliver to Buyer such equity interests in the Transferred Subsidiaries free and clear of Encumbrances; and (xiii) Buyer shall pay to Seller the Purchase Price in accordance with Section 1.2(b1.11. For the avoidance of doubt, PKI and Buyer shall not be required to deliver certificates pursuant to Section 5.1(d) and Section 5.2(c), respectively, at the Local Closings (as defined in Section 1.11(a)).

Actions at the Closing. At the Closing: (i) Seller shall deliver (or cause to be delivered) to Buyer the various certificates, instruments and documents required to be delivered under Section 5.15.2; (ii) Buyer shall deliver (or cause to be delivered) to Seller the various certificates, instruments and documents required to be delivered under Section 5.25.3; (iii) Seller and Buyer shall deliver (or cause to Buyer an be delivered) to the other one or more executed Xxxx Bills of Sale in substantially the form attached hereto as Exhibit C D (the “Xxxx of Sale”); (iv) Seller and Buyer shall deliver (or cause to Buyer be delivered) to the other an executed Trademark Assignment in substantially the form attached hereto as Exhibit D E (the “Trademark Assignment”); (v) The Parties Seller and Buyer shall execute and deliver (or cause to each be delivered) to the other a an executed Patent License Agreement in substantially the form attached hereto as Exhibit E F (the “Patent License Agreement”), pursuant to which Seller will grant a nonexclusive, royalty-free, perpetual license to Buyer under the patents and patent applications owned by Seller as of the Closing Date related to the Business to make, use, sell, offer for sale and import the current products of the Business, as applicable; (vi) Seller shall deliver (or cause to be delivered) evidence reasonably satisfactory to Buyer that all Encumbrances on the Acquired Assets in favor of Silicon Valley Bank and any other Person listed on Schedule 1.3(b)(vi) have been released and terminated; (vii) Buyer shall deliver to Seller an one or more executed Assumption Agreement Agreements and such other instruments as Seller may reasonably request in order to effect the assignment to, and assumption by by, Buyer of certain of the Acquired Assets and the Assumed Liabilities; (vii) Seller shall deliver (or cause to be delivered) or otherwise make available (or cause to be made available) to Buyer the Records, including the corporate record books of Transferred Subsidiaries included within the Acquired Assets; (viii) Seller shall deliver or otherwise make available to Buyer executed non-solicitation agreements of those persons listed on Section 1.3(b)(viii) of the RecordsDisclosure Schedule in substantially the form attached hereto as Exhibit G (the “Executive Non-Solicitation Agreements”); (ix) Seller shall deliver to Buyer an executed Nonnon-Competition Agreement relating to the Business competition and non-solicitation agreement in substantially the form attached hereto as Exhibit F H (the “Company Non-Competition and Non-Solicitation Agreement”); (x) Seller shall deliver to Buyer an executed sublease, on substantially the terms set forth on Schedule 1.3(b)(x), in a form reasonably satisfactory to the Parties with respect to the Real Estate Lease set forth Schedule 1.3(b)(x) (the “Sublease Agreement”); (xi) Seller and Buyer shall execute and deliver (or cause to each be delivered) to the other a an executed Transition Services Agreement in substantially the form attached hereto as Exhibit G I (the “Transition Services Agreement”); (xiixi) Subject to Section 1.5, to the extent certificated, Seller shall deliver, deliver (or cause to be delivered) all share transfer agreements, all stock certificates or other instruments evidencing equity interests in the Transferred Subsidiaries, or an affidavit of loss, as applicable, together with duly executed stock powers, transfer forms, instruments of assignment and other good and sufficient instruments of transfer, in form and substance reasonably satisfactory to Buyer, as Buyer may reasonably request to convey, assign, transfer and deliver to Buyer such equity interests in the Transferred Subsidiaries free and clear of Encumbrances (collectively, the “Share Transfer Documents”); provided, however that Seller shall not be required to deliver any such instruments with respect to the equity interests in Sycamore Networks (Shanghai) Co., Ltd. (“Sycamore Shanghai”) until such time as the requisite governmental approvals for the transfer of such equity interests have been obtained; (xii) Seller shall deliver (or cause to be delivered) such other certificates, documents, instruments and writings as shall be reasonably requested by Buyer to effectively vest in Buyer title in and to the Acquired Assets, free and clear of all Encumbrances, in accordance with the provisions of this Agreement; and (xiii) Buyer shall pay to Seller the Purchase Price in accordance with Section 1.2(b1.2(a).

Actions at the Closing. At the Closing: (i) Seller shall deliver (or cause to be delivered) to Buyer the various certificates, instruments and documents required to be delivered under Section 5.15.2 not otherwise listed in this Section 1.3(b); (ii) Buyer shall deliver (or cause to be delivered) to Seller the various certificates, instruments and documents required to be delivered under Section 5.25.3 not otherwise listed in this Section 1.3(b); (iii) Seller and Buyer shall deliver (or cause to Buyer an be delivered) to the other one or more executed Xxxx Bills of Sale in substantially the form attached hereto as Exhibit C B (collectively, the “Xxxx of Sale”); (iv) Seller and Buyer shall deliver (or cause to Buyer be delivered) to the other an executed Trademark Intellectual Property License Agreement in substantially the form attached hereto as Exhibit C (the “IP License Agreement”); (v) Seller and Buyer shall deliver (or cause to be delivered) to the other an executed Patent Assignment Agreement, in substantially the form attached hereto as Exhibit D (the “Trademark AssignmentPatent Assignment Agreement”); (vvi) The Parties Seller and Buyer shall execute and deliver (or cause to each be delivered) to the other a Patent License Agreement an executed Domain Name Assignment Agreement, in substantially the form attached hereto as Exhibit E (the “Patent License Domain Name Assignment Agreement”), pursuant to which Seller will grant a nonexclusive, royalty-free, perpetual license to Buyer under the patents and patent applications owned by Seller as of the Closing Date related to the Business to make, use, sell, offer for sale and import the current products of the Business, as applicable; (vivii) Seller and Buyer shall deliver (or cause to be delivered) evidence reasonably satisfactory to Buyer that all Encumbrances on the Acquired Assets other an executed Trademark Assignment Agreement, in favor of Silicon Valley Bank substantially the form attached hereto as Exhibit F (the “Trademark Assignment Agreement” and, together with the Patent Assignment Agreement and any other Person listed on Schedule 1.3(b)(vi) have been released and terminatedthe Domain Name Assignment Agreement, the “IP Assignment Agreements”); (viiviii) Seller and Buyer shall deliver (or cause to Seller an be delivered) to the other one or more executed Assumption Agreement Agreements and such other instruments as Seller may reasonably request in order to effect the assignment to, and assumption by by, Buyer of certain of the Acquired Assets and the Assumed Liabilities; (viii) Seller shall deliver or otherwise make available to Buyer the Records; (ix) Seller shall deliver (or cause to be delivered) or otherwise make available (or cause to be made available) to Buyer an executed Non-Competition Agreement relating to the Business in substantially the form attached hereto as Exhibit F (the “Non-Competition Agreement”)Transferred Product Records; (x) Seller shall deliver to Buyer an executed sublease, on substantially the terms set forth on Schedule 1.3(b)(x), in a form reasonably satisfactory to the Parties with respect to the Real Estate Lease set forth Schedule 1.3(b)(x) (the “Sublease Agreement”); (xi) Seller and Buyer shall execute and deliver (or cause to each be delivered) to the other a an executed Transition Services Agreement in substantially the form attached hereto as Exhibit G (the “Transition Services Agreement”); (xiixi) Subject to Section 1.5, to the extent certificated, Seller and Buyer shall deliver, deliver (or cause to be delivered) to the other an executed Sublease in substantially the form attached hereto as Exhibit H (the “Sublease”); (xii) Seller shall deliver (or cause to be delivered) such other certificates, all stock certificates or other instruments evidencing equity interests in the Transferred Subsidiaries, or an affidavit of loss, as applicable, together with duly executed stock powers, transfer formsdocuments, instruments of assignment and other good writings as shall be reasonably requested by Buyer to effectively vest in Buyer title in and sufficient instruments of transferto the Acquired Assets, in form and substance reasonably satisfactory to Buyer, as Buyer may reasonably request to convey, assign, transfer and deliver to Buyer such equity interests in the Transferred Subsidiaries free and clear of all Encumbrances (other than Permitted Encumbrances), in accordance with the provisions of this Agreement; and (xiii) Buyer shall pay (or cause to be paid) to Seller the Purchase Price Upfront Payment less the Escrow Amount, in accordance with Section 1.2(b1.2(a); and (xiv) Buyer shall pay (or cause to be paid) the Escrow Amount into an escrow account to be held pursuant to the terms of the Escrow Agreement.

Actions at the Closing. At the Closing, except as otherwise provided in a Local Transfer Agreement: (i) Seller PKI shall deliver (or cause to be delivered) to Buyer the various certificates, instruments and documents required to be delivered under Section 5.1; (ii) Buyer shall deliver (or cause to be delivered) to Seller Sellers the various certificates, instruments and documents required to be delivered under Section 5.2; (iii) Seller PKI shall deliver (or cause to be delivered) to Buyer certificate(s) evidencing all of the Stock, duly endorsed in blank, or with stock powers or other instruments of transfer reasonably acceptable to Buyer duly executed by the respective Stock Sellers; (iv) (A) PKI shall cause PKI Singapore to deliver to Buyer an executed Xxxx of Sale in substantially the form attached hereto as Exhibit C C(a), (B) PKI Germany Opto, PKI German Parent and Buyer or its Designated Affiliates shall execute a stock, asset and hereditary building right sale and transfer agreement (Kauf- und Übertragungsvertrag betreffend Geschäftsanteile, Vermögensgegenstände und Erbbaurechte) in substantially the form attached hereto as Exhibit C(b) duly notarized before a German notary public (the “Xxxx German Local Transfer Agreement”) and (C) at or prior to the Closing, PKI Holdings and PKI Singapore (in its capacity as the holder of Saletwo (2) shares of capital stock of PKI Indonesia) and Buyer or its Designated Affiliates shall execute a notarial Share Sale and Purchase Deed(s) in substantially the form attached hereto as Exhibit C(c) (such agreements in clauses (A) through (C) hereof, the Assumption Agreement, the Lease Assignment and Assumption Agreements and any other agreement to transfer any of the Acquired Assets or Stock in a foreign jurisdiction contemplated herein are collectively referred to as the “Local Transfer Agreements”); (ivv) PKI shall deliver (or cause to be delivered) to Buyer or its Designated Affiliates a written confirmation as well as reasonably acceptable documentary evidence that the Domination and Profit and Loss Transfer Agreement (Beherrschungs- und Gewinnabführungsvertrag) entered into between PKI German Parent and PKI Germany Elcos on November 23/24, 2005 has been terminated in compliance with all applicable legal provisions; (vi) PKI shall, and shall cause each other Asset Seller shall (where applicable) to, deliver to Buyer or its Designated Affiliates an executed Trademark Intellectual Property Assignment Agreement in substantially the form attached hereto as Exhibit D (the “Trademark AssignmentIntellectual Property Assignment Agreement”); (vvii) The Parties shall execute and deliver to each other a Patent License Agreement in substantially the form attached hereto as Exhibit E (the “Patent License Agreement”), pursuant to which Seller will grant a nonexclusive, royalty-free, perpetual license to Buyer under the patents and patent applications owned by Seller as of the Closing Date related to the Business to make, use, sell, offer for sale and import the current products of the Business, as applicable; (vi) Seller PKI shall deliver (or cause to be delivered) evidence reasonably satisfactory to Buyer that all Encumbrances on the Acquired Assets in favor of Silicon Valley Bank and any other Person listed on Schedule 1.3(b)(vi) have been released and terminated; (vii) Buyer shall deliver to Seller an executed Assumption Agreement and such other instruments of conveyance as Seller Buyer may reasonably request in order to effect the sale, transfer, conveyance and assignment and assumption by to Buyer or one or more of certain its Designated Affiliates of valid ownership of the Acquired Assets owned by the Asset Sellers; (viii) Except as provided in Section 9.5(g), PKI shall transfer (or cause to be transferred) all the books, records, files and other data (or copies thereof) of any Business Subsidiary and all the books, records, files and other data (or copies thereof) (other than stock and partnership record books) within the possession of the Asset Sellers included in the Acquired Assets and reasonably necessary for the continued operation of the Business by Buyer and its Designated Affiliates; (ix) Except as provided in Section 9.5(g), PKI shall deliver or make available (or shall cause to be delivered or made available) to Buyer the minute books, stock and partnership record books, ledgers and registers, corporate seals and other similar corporate records of each of the Business Subsidiaries, as well as all business documentation (in paper or electronic format) regarding the business activities of the Asset Sellers with regard to the Business in the period prior to the Closing Date included in the Acquired Assets, to the extent that such documentation is (i) either legally required to be available to the legal entities operating the Business after the Closing Date or (ii) for commercial or other bona fide reasons required by such legal entities with regard to the operation of the Business after the Closing Date; (x) PKI German Parent shall waive any potential indemnification and similar claims against PKI Germany Elcos resulting from a certain sale and transfer agreement dated August 24, 2005 according to which PKI Germany Elcos agreed to indemnify PKI German Parent from certain earn out obligations under which a payment was due by PKI German Parent to PKI Germany Opto; (xi) PKI Q-Arc shall assign its rights and obligations under the lease for the site at 00 Xxxxx Xxx, Xxx Xxxx, Xxxxxxxxx, Xxxxxxx to PKI UK Holdings and PKI UK Holdings and Buyer shall enter into a sublease agreement regarding such site in substantially the form attached hereto as Exhibit E; (xii) Buyer shall deliver (or cause one or more of its Designated Affiliates to deliver) to each Asset Seller executed Assumption Agreements and such other instruments as PKI may reasonably request in order to effect the assumption by Buyer or one or more of its Designated Affiliates of the Assumed Liabilities; (viiixiii) Seller Buyer shall deliver (or otherwise make available cause one or more of its Designated Affiliates to Buyer the Records; (ixdeliver) to each applicable Asset Seller shall deliver to Buyer an executed Non-Competition Lease Assignment and Assumption Agreement relating to the Business in substantially the form attached hereto as Exhibit F (or such other form as may be reasonably requested by the applicable Asset Seller or landlord) (collectively, the “Non-Competition AgreementLease Assignment and Assumption Agreements”) in connection with those Leases (as defined in Section 2.11(b)) as are designated by the Asset Sellers; (xxiv) Seller Buyer shall pay to Sellers the Purchase Price in cash by wire transfer of immediately available funds to one or more accounts designated by PKI; (xv) PKI shall deliver (or cause to be delivered) to Buyer, or otherwise put Buyer (or cause Buyer to be put) in possession and control of, all of the Acquired Assets of a tangible nature owned by the Asset Sellers; (xvi) PKI shall deliver to Buyer an executed sublease, on substantially the terms set forth on Schedule 1.3(b)(x), in a form reasonably satisfactory to the Parties with respect to the Real Estate Lease set forth Schedule 1.3(b)(x) (the “Sublease Agreement”); (xi) Seller and Buyer shall execute and deliver to each other a Transition Services Agreement transition services agreement in substantially the form attached hereto as Exhibit G (the “Transition Services Agreement”); (xiixvii) Subject to Section 1.5, to the extent certificated, Seller PKI shall deliver, or cause to be delivered, all stock certificates or other instruments evidencing equity interests in the Transferred Subsidiaries, or an affidavit of loss, as applicable, together with duly executed stock powers, transfer forms, instruments of assignment and other good and sufficient instruments of transfer, in form and substance reasonably satisfactory to Buyer, as Buyer may reasonably request to convey, assign, transfer and deliver to Buyer a certified true copy of resolutions of each of the board of directors and (if required) the shareholders of PKI Singapore approving, inter alia, the sale of the Acquired Assets by PKI Singapore and the entering into the transactions contemplated hereunder by PKI Singapore; (xviii) PKI shall deliver to Buyer or its Designated Affiliates copies of (A) the approval issued by the Indonesian Investment Coordinating Board approving the sale of the relevant Stock in PKI Indonesia; (B) an original newspaper announcement by PKI Indonesia with respect of the relevant Stock acquisition in PKI Indonesia by Buyer or its Designated Affiliates in substantially the form attached hereto as Part 1 of Exhibit H ; (C) the notification made to the employees of PKI Indonesia in connection with the change of control resulting from the relevant Stock acquisition in PKI Indonesia in substantially the form attached hereto as Exhibit I; (D) a notarized copy of the shareholders resolutions of PKI Indonesia approving the sale of the relevant Stock in PKI Indonesia executed no earlier than 30 days after the documents required to be delivered pursuant to clause (B) and (C) above; and (E) if required by Law as a condition to the transfer of the Stock of PKI Indonesia, a statement from the President Director certifying that there were no objections of creditors notified within 14 days of the date of the announcement required by clause (B) above or that all such equity interests objections have been settled; (xix) PKI shall deliver to Buyer duly executed certificates, in the Transferred Subsidiaries free and clear form prescribed by the Treasury Regulations under Section 1445 of Encumbrancesthe Code, certifying that the purchase of the stock of PKI Sensors is exempt from withholding under Section 1445 of the Code; (xx) Buyer shall, or shall cause one of its Designated Affiliates to, enter into the applicable Local Transfer Agreements, including the German Local Transfer Agreement duly notarized before a German notary public; and (xiiixxi) Buyer The Parties shall pay execute and deliver to Seller each other a cross-receipt evidencing the Purchase Price in accordance with Section 1.2(b)transactions referred to above.

Actions at the Closing. At the Closing: (i) Seller shall deliver (or cause to be delivered) to Buyer the various certificates, instruments and documents required to be delivered under Section 5.1; (ii) Buyer shall deliver (or cause to be delivered) to Seller the various certificates, instruments and documents required to be delivered under Section 5.2; (iiiA) Seller shall deliver to Buyer an executed the following: (i) a membership interest assignment in substantially the form of Exhibit A hereto effecting the transfer of the Membership Interests to Buyer; (ii) a Xxxx of Sale in substantially the form attached of Exhibit B hereto as Exhibit C (the “Xxxx of Sale”), duly executed by Seller; (iii) an Assignment and Assumption Agreement in substantially the form of Exhibit C hereto (the “Assignment and Assumption Agreement”), duly executed by Seller; (iv) Seller shall deliver to Buyer an executed Trademark Assignment a Transition Services Agreement in substantially the form attached hereto as of Exhibit D hereto (the “Trademark AssignmentTransition Services Agreement”), duly executed by Seller; (v) The Parties shall execute a Lease Assignment and deliver Assumption Agreement with respect to each other a Patent License Agreement the Leased Facility in substantially the form attached hereto as of Exhibit E hereto and subject to such modifications, if any, as may be required by the Landlord (the “Patent License AgreementLease Assignment”), pursuant to which Seller will grant a nonexclusive, royalty-free, perpetual license to Buyer under the patents and patent applications owned duly executed by Seller as of the Closing Date related to the Business to make, use, sell, offer for sale and import the current products of the Business, as applicableSeller; (vi) a certification by Seller that Seller is not a foreign person in accordance with the Treasury Regulations under Section 1445 of the Code; and (vii) the third party consent identified on Schedule 1.6(A)(vii) attached hereto. (B) Seller shall deliver or make available (or shall cause to be delivered or made available) to Buyer the Books and Records (or copies thereof) within the possession or control of Seller or Parent. (C) Seller shall deliver (or shall cause to be delivered) evidence reasonably satisfactory to Buyer, or otherwise put Buyer in possession and control of (or make available, in case of intangible assets), all of the Purchased Assets (subject to any transfer procedures expressly contemplated by the Transition Services Agreement), it being agreed, for the avoidance of doubt, that all Encumbrances on Purchased Assets located at the Acquired Assets in favor of Silicon Valley Bank and any other Person listed on Schedule 1.3(b)(vi) have been released and terminated;Leased Facility shall be deemed delivered. (viiD) Buyer shall deliver or cause to be delivered to Seller an the following: (i) the Purchase Price, by wire transfer of immediately available funds to the account or accounts designated in writing by Parent prior to the Closing; (ii) the Assignment and Assumption Agreement, duly executed Assumption Agreement by Buyer and such other instruments as Seller may reasonably request in order to effect the assignment and assumption by Buyer of certain of the Acquired Assets and the Assumed Liabilities; (viiiiii) Seller shall deliver or otherwise make available to Buyer the Records;Transition Services Agreement, duly executed by Buyer; and (ixiv) Seller shall deliver to Buyer an the Lease Assignment, duly executed Non-Competition Agreement relating to the Business in substantially the form attached hereto as Exhibit F (the “Non-Competition Agreement”);by Buyer. (xE) Seller shall deliver to Buyer an executed sublease, on substantially the terms set forth on Schedule 1.3(b)(x), in a form reasonably satisfactory to the The Parties with respect to the Real Estate Lease set forth Schedule 1.3(b)(x) (the “Sublease Agreement”); (xi) Seller and Buyer shall execute and deliver to each other a Transition Services Agreement in substantially cross-receipt evidencing the form attached hereto as Exhibit G (the “Transition Services Agreement”); (xii) Subject transactions referred to Section 1.5, to the extent certificated, Seller shall deliver, or cause to be delivered, all stock certificates or other instruments evidencing equity interests in the Transferred Subsidiaries, or an affidavit of loss, as applicable, together with duly executed stock powers, transfer forms, instruments of assignment and other good and sufficient instruments of transfer, in form and substance reasonably satisfactory to Buyer, as Buyer may reasonably request to convey, assign, transfer and deliver to Buyer such equity interests in the Transferred Subsidiaries free and clear of Encumbrances; and (xiii) Buyer shall pay to Seller the Purchase Price in accordance with Section 1.2(b)above.