Common use of At the Closing Clause in Contracts

At the Closing. (i) Echo shall, and the Echo Shareholders shall cause Echo to, contribute, convey, transfer, assign and deliver, or cause to be contributed, conveyed, transferred, assigned and delivered, to the Company, free and clear of all Liens (other than Permitted Liens), and the Company will accept from Echo, shares of common stock of Echo Holdco representing the Echo Contributed Percentage of the issued and outstanding capital stock of Echo Holdco, subject to the terms and conditions of this Agreement (the “Echo Contribution”). In consideration of the Echo Contribution, the Company shall, at the Closing, (A) issue Units to Echo representing a Membership Percentage equal to 30.0% (before taking into account the Employee Pool), subject to adjustment as set forth herein, and Echo shall accept such Units, and (B) admit Echo as a Member, with the rights, powers, obligations and duties set forth in the LLC Agreement (the “Echo Membership Consideration”). (ii) Each outstanding and unexercised vested (or vesting upon the Closing) Echo Holdco Option with an exercise price less than the Echo Per Share Purchase Price shall immediately and automatically be forfeited and cancelled, and the Echo Optionholder thereof (a “Vested Optionholder”) shall be entitled to receive in exchange therefor (i) an amount of the Echo Purchase Price (including any additional payments pursuant to Section 2.03(a)) equal to such Vested Optionholder’s pro rata portion (based on such Vested Optionholder’s Echo Deemed Option Shares Outstanding) of the Total Echo Option Cash Amount and (ii) Echo Securities (with equivalent value to such vested (or vesting upon the Closing) Echo Holdco Options other than those Echo Holdco Options receiving a portion of the Echo Purchase Price in clause (i) above) subject to terms to be agreed upon by MCK, Echo and Echo Holdco. (iii) Each Echo Holdco Option (i) that was outstanding but unvested immediately prior to the Closing and (ii) that was outstanding and vested (or vesting upon the Closing) with an exercise price greater than or equal to the Echo Per Share Purchase Price, shall immediately and automatically be forfeited and cancelled and the Echo Optionholder thereof shall be entitled to receive in exchange thereof Echo Securities (with equivalent value to such Echo Holdco Options) subject to terms to be agreed upon by MCK, Echo and Echo Holdco. (iv) The Echo Shareholders shall sell to the Company, and the Company will purchase from the Echo Shareholders, free and clear of all Liens (other than Permitted Liens), shares of common stock of Echo Holdco (allocated among the Echo Shareholders as determined by Echo Holdco prior to Closing and set forth on the Estimated Echo Closing Statement) representing the Echo Purchase Price Percentage of the issued and outstanding capital stock of Echo Holdco, subject to the terms and conditions of this Agreement (the “Echo Holdco Share Transfer” and, together with the Echo Contribution, the “Echo Contributions and Transfers”). At the Closing, the Company shall deliver to the Echo Shareholders, as the aggregate purchase price for the shares transferred to the Company pursuant to the Echo Holdco Share Transfer and Vested Optionholders, an amount equal to the Echo Purchase Price, in immediately available funds by wire transfer to accounts for the benefit of the Echo with a bank in the United States designated by the Echo Representative by notice to the Company, which notice shall be delivered not later than two Business Days prior to the Closing Date (the “Echo Holdco Sale Consideration” and, together with the Echo Membership Consideration, the “Echo Membership and Sale Consideration”). (v) MCK shall cause one or more of its wholly-owned, direct or indirect Subsidiaries (each, an “MCK Contributor”) to contribute, convey, transfer, assign and deliver, or cause to be contributed, conveyed, transferred, assigned and delivered, to the Company, free and clear of all Liens (other than Permitted Liens), and the Company will accept from the MCK Contributors, 100% of the Core MTS Business (including the MCK Licensed Intellectual Property but excluding the MCK IPCo Owned Intellectual Property and the equity interests of certain MCK Contributed Entities (the “MCK DRE Contributed Entities”)), subject to the terms and conditions of this Agreement (the “Non-IP Contribution”). In consideration of the Non-IP Contribution, the Company shall, at the Closing, (i) issue Units to the MCK Contributors representing an aggregate Membership Percentage equal to the Non-IP Initial Percentage, subject to adjustment as set forth herein, and MCK shall cause the MCK Contributors to accept such Units, and (ii) admit each MCK Contributor as a Member, with the rights, powers, obligations and duties set forth in the LLC Agreement (the “Non-IP Membership Consideration”). (vi) MCK shall cause MCK IPCo to contribute, convey, transfer, assign and deliver, or cause to be contributed, conveyed, transferred, assigned and delivered, to the Company, free and clear of all Liens (other than Permitted Liens), and the Company will accept from MCK IPCo, the MCK IPCo Owned Intellectual Property and the equity interests of the MCK DRE Contributed Entities, subject to the terms and conditions of this Agreement (the “MCK IPCo Contribution” and, together with the Non-IP Contribution, the “MCK Contributions”). In consideration of the MCK IPCo Contribution, the Company shall, at the Closing, (i) issue Units to MCK IPCo representing a Membership Percentage equal to the MCK IPCo Initial Percentage, subject to adjustment as set forth herein, and MCK shall cause MCK IPCo to accept such Units, (ii) admit MCK IPCo as a Member, with the rights, powers, obligations and duties set forth in the LLC Agreement, and (iii) assume the MCK Promissory Note (the “IPCo Membership Consideration” and, together with the Non-IP Membership Consideration, the “MCK Membership Consideration”). On the Closing Date, the Company shall repay the MCK Promissory Note Principal Amount in full satisfaction thereof in immediately available funds by wire transfer to an account of MCK with a bank in New York City designated by MCK, by notice to the Company, which notice shall be delivered not later than two Business Days prior to the Closing Date (the “MCK Note Payment”). (vii) Immediately after consummation of the Echo Contributions and Transfer and the MCK Contributions, the Company shall contribute all the assets and liabilities from the Echo Contributions and Transfer and the MCK Contributions to NewCo Intermediate Holdings, which in turn shall contribute all the assets and liabilities from the Echo Contributions and Transfer and the MCK Contributions to NewCo Holdings, in each case for which no additional equity interests of NewCo Intermediate Holdings or NewCo Holdings will be issued.

At the Closing. (i) Echo shallSeller shall transfer to Buyer, good and the Echo Shareholders shall cause Echo to, contribute, convey, transfer, assign and deliver, or cause to be contributed, conveyed, transferred, assigned and delivered, marketable title to the CompanySeller's Common Stock, free and clear of any and all Liens (other than Permitted Liens)liens, claims, encumbrances and adverse interests of any kind, by delivering to Escrow Agent the Company will accept from Echo, shares of common stock of Echo Holdco certificates representing the Echo Contributed Percentage of the issued and outstanding capital Seller's Common Stock in negotiable form, duly endorsed in blank, or with stock of Echo Holdco, subject to the terms and conditions of this Agreement (the “Echo Contribution”). In consideration of the Echo Contribution, the Company shall, at the Closing, (A) issue Units to Echo representing a Membership Percentage equal to 30.0% (before taking into account the Employee Pool), subject to adjustment as set forth herein, and Echo shall accept such Units, and (B) admit Echo as a Member, with the rights, powers, obligations and duties set forth in the LLC Agreement (the “Echo Membership Consideration”).transfer powers attached thereto; (ii) Each outstanding Seller shall deliver to Escrow Agent the resignations of all the officers and unexercised vested directors of the Company (with the dates left blank) and their written appointment of one or vesting upon more persons designated by Buyer as successor officers and directors; (iii) Seller shall cause to be made available the Closingbooks and records of the Company to Buyer; (iv) Echo Holdco Option with an exercise price less than Buyer shall deliver to Escrow Agent the Echo Per Share Purchase Price shall by delivering either 1) a check drawn on a US bank made payable to "Gottbetter & Partners, LLP, as Escrow Agent" for the full amount of the Purchase Price; or 2) a wire transfer with immediately and automatically available U.S. funds for the full amount of the Purchase Price plus all wire transfer fees to: ------------------------------- Gottbetter & Partners, LLP IOLA Account Citibanx X.A. 330 Madison Avenue Xxx Xxxx, Xxx Xxxx 00000 XXX Xxxxxxx Xx.: 021000089 Account No.: 00000322 Reference: (Xxxx Xame) for AGMN (The items to be forfeited and cancelled, and delivered to the Echo Optionholder thereof Escrow Agent described in Section 2 (a “Vested Optionholder”b) shall be entitled to receive in exchange therefor (i) an amount through (iv) above, are collectively referred to as the "Closing Materials"). As soon as practicable following (i) the execution of this Agreement; (ii) Escrow Agent's receipt of the Echo Purchase Price; (iii) Escrow Agent's receipt of the Closing Materials; and (iv) the fulfillment of each of the Post-Closing Conditions, unless waived in accordance herein, the Escrow Agent shall (i) release the Purchase Price (including any additional payments pursuant from escrow and deliver same to Section 2.03(a)) equal to such Vested Optionholder’s pro rata portion (based on such Vested Optionholder’s Echo Deemed Option Shares Outstanding) of the Total Echo Option Cash Amount Seller; and (ii) Echo Securities (with equivalent value deliver the Seller's Common Stock to such vested (the Buyer. Notwithstanding anything to the contrary set forth in this Agreement, Escrow Agent shall not release the Purchase Price to Seller unless Escrow Agent has simultaneously or vesting upon prior thereto delivered or arranged for the Closing) Echo Holdco Options other than those Echo Holdco Options receiving a portion delivery of the Echo Purchase Price in clause (i) above) subject Seller's Common Stock to terms to be agreed upon by MCK, Echo and Echo Holdco. (iii) Each Echo Holdco Option (i) that was outstanding but unvested immediately prior to the Closing and (ii) that was outstanding and vested (or vesting upon the Closing) with an exercise price greater than or equal to the Echo Per Share Purchase Price, shall immediately and automatically be forfeited and cancelled and the Echo Optionholder thereof shall be entitled to receive in exchange thereof Echo Securities (with equivalent value to such Echo Holdco Options) subject to terms to be agreed upon by MCK, Echo and Echo Holdco. (iv) The Echo Shareholders shall sell to the Company, and the Company will purchase from the Echo Shareholders, free and clear of all Liens (other than Permitted Liens), shares of common stock of Echo Holdco (allocated among the Echo Shareholders as determined by Echo Holdco prior to Closing and set forth on the Estimated Echo Closing Statement) representing the Echo Purchase Price Percentage of the issued and outstanding capital stock of Echo Holdco, subject to the terms and conditions of this Agreement (the “Echo Holdco Share Transfer” and, together with the Echo Contribution, the “Echo Contributions and Transfers”)Buyer. At any time and from time to time after the Closing, the Company Parties shall duly execute, acknowledge and deliver to the Echo Shareholdersall such further assignments, as the aggregate purchase price for the shares transferred to the Company pursuant to the Echo Holdco Share Transfer conveyances, instruments and Vested Optionholdersdocuments, an amount equal to the Echo Purchase Price, in immediately available funds by wire transfer to accounts for the benefit of the Echo with a bank in the United States designated by the Echo Representative by notice to the Company, which notice and shall be delivered not later than two Business Days prior to the Closing Date (the “Echo Holdco Sale Consideration” and, together take such other action consistent with the Echo Membership Consideration, the “Echo Membership and Sale Consideration”). (v) MCK shall cause one or more of its wholly-owned, direct or indirect Subsidiaries (each, an “MCK Contributor”) to contribute, convey, transfer, assign and deliver, or cause to be contributed, conveyed, transferred, assigned and delivered, to the Company, free and clear of all Liens (other than Permitted Liens), and the Company will accept from the MCK Contributors, 100% of the Core MTS Business (including the MCK Licensed Intellectual Property but excluding the MCK IPCo Owned Intellectual Property and the equity interests of certain MCK Contributed Entities (the “MCK DRE Contributed Entities”)), subject to the terms and conditions of this Agreement (to carry out the “Non-IP Contribution”). In consideration of the Non-IP Contribution, the Company shall, at the Closing, (i) issue Units to the MCK Contributors representing an aggregate Membership Percentage equal to the Non-IP Initial Percentage, subject to adjustment as set forth herein, and MCK shall cause the MCK Contributors to accept such Units, and (ii) admit each MCK Contributor as a Member, with the rights, powers, obligations and duties set forth in the LLC Agreement (the “Non-IP Membership Consideration”)transactions contemplated by this Agreement. (vi) MCK shall cause MCK IPCo to contribute, convey, transfer, assign and deliver, or cause to be contributed, conveyed, transferred, assigned and delivered, to the Company, free and clear of all Liens (other than Permitted Liens), and the Company will accept from MCK IPCo, the MCK IPCo Owned Intellectual Property and the equity interests of the MCK DRE Contributed Entities, subject to the terms and conditions of this Agreement (the “MCK IPCo Contribution” and, together with the Non-IP Contribution, the “MCK Contributions”). In consideration of the MCK IPCo Contribution, the Company shall, at the Closing, (i) issue Units to MCK IPCo representing a Membership Percentage equal to the MCK IPCo Initial Percentage, subject to adjustment as set forth herein, and MCK shall cause MCK IPCo to accept such Units, (ii) admit MCK IPCo as a Member, with the rights, powers, obligations and duties set forth in the LLC Agreement, and (iii) assume the MCK Promissory Note (the “IPCo Membership Consideration” and, together with the Non-IP Membership Consideration, the “MCK Membership Consideration”). On the Closing Date, the Company shall repay the MCK Promissory Note Principal Amount in full satisfaction thereof in immediately available funds by wire transfer to an account of MCK with a bank in New York City designated by MCK, by notice to the Company, which notice shall be delivered not later than two Business Days prior to the Closing Date (the “MCK Note Payment”). (vii) Immediately after consummation of the Echo Contributions and Transfer and the MCK Contributions, the Company shall contribute all the assets and liabilities from the Echo Contributions and Transfer and the MCK Contributions to NewCo Intermediate Holdings, which in turn shall contribute all the assets and liabilities from the Echo Contributions and Transfer and the MCK Contributions to NewCo Holdings, in each case for which no additional equity interests of NewCo Intermediate Holdings or NewCo Holdings will be issued.

At the Closing. (i) Echo shallthe Buyer shall deliver to the Seller a certificate representing a number of shares of Buyer Common Stock equal to the Closing Date Consideration; (ii) the Seller shall execute and deliver, and cause the Echo Shareholders applicable Selling Subsidiary(ies) to execute and deliver, to the Buyer a Patent Assignment in the form attached hereto as Exhibit A (the “Patent Assignment”); (iii) the Seller shall execute and deliver, and cause Echo tothe applicable Selling Subsidiary(ies) to execute and deliver, contributeto the Buyer such other instruments of transfer, conveyconveyance and assignment as the Buyer may reasonably request in order to effect the sale, transfer, assign conveyance and deliver, or cause to be contributed, conveyed, transferred, assigned and delivered, assignment to the Company, free and clear Buyer of all Liens (other than Permitted Liens)right, title and interest in and to the Company will accept from Echo, shares of common stock of Echo Holdco representing the Echo Contributed Percentage of the issued and outstanding capital stock of Echo Holdco, subject to Transferred Assets in accordance with the terms and conditions of this Agreement (the “Echo ContributionAdditional Transfer Documents”). In consideration of the Echo Contribution, the Company shall, at the Closing, (A) issue Units to Echo representing a Membership Percentage equal to 30.0% (before taking into account the Employee Pool), subject to adjustment as set forth herein, and Echo shall accept such Units, and (B) admit Echo as a Member, with the rights, powers, obligations and duties set forth in the LLC Agreement (the “Echo Membership Consideration”). (ii) Each outstanding and unexercised vested (or vesting upon the Closing) Echo Holdco Option with an exercise price less than the Echo Per Share Purchase Price shall immediately and automatically be forfeited and cancelled, and the Echo Optionholder thereof (a “Vested Optionholder”) shall be entitled to receive in exchange therefor (i) an amount of the Echo Purchase Price (including any additional payments pursuant to Section 2.03(a)) equal to such Vested Optionholder’s pro rata portion (based on such Vested Optionholder’s Echo Deemed Option Shares Outstanding) of the Total Echo Option Cash Amount and (ii) Echo Securities (with equivalent value to such vested (or vesting upon the Closing) Echo Holdco Options other than those Echo Holdco Options receiving a portion of the Echo Purchase Price in clause (i) above) subject to terms to be agreed upon by MCK, Echo and Echo Holdco. (iii) Each Echo Holdco Option (i) that was outstanding but unvested immediately prior to the Closing and (ii) that was outstanding and vested (or vesting upon the Closing) with an exercise price greater than or equal to the Echo Per Share Purchase Price, shall immediately and automatically be forfeited and cancelled and the Echo Optionholder thereof shall be entitled to receive in exchange thereof Echo Securities (with equivalent value to such Echo Holdco Options) subject to terms to be agreed upon by MCK, Echo and Echo Holdco.; (iv) The Echo Shareholders the Buyer shall sell to the Companyexecute and deliver, and the Company will purchase from Seller shall execute and deliver (and cause the Echo Shareholders, free applicable Selling Subsidiary(ies) to execute and clear of all Liens (other than Permitted Liensdeliver), shares of common stock of Echo Holdco (allocated among an Assignment and Assumption Agreement in the Echo Shareholders form attached hereto as determined by Echo Holdco prior to Closing and set forth on the Estimated Echo Closing Statement) representing the Echo Purchase Price Percentage of the issued and outstanding capital stock of Echo Holdco, subject to the terms and conditions of this Agreement Exhibit B (the “Echo Holdco Share TransferAssignment and Assumption Agreement”); (v) the Seller, the Buyer and the other parties named therein shall execute and deliver an Amended and Restated Voting Agreement in the form attached hereto as Exhibit C (the “Voting Agreement”); (vi) the Seller and the Buyer shall execute and deliver a Transition Services Agreement in the form attached hereto as Exhibit D (the “Transition Services Agreement”); (vii) the Seller, the Buyer and the other parties named therein shall execute and deliver an Amended and Restated Right of First Refusal and Co-sale Agreement in the form attached hereto as Exhibit E (the “ROFR/Co-Sale Agreement”); (viii) the Seller, the Buyer and the other parties named therein shall execute and deliver an Amended and Restated Investors’ Rights Agreement in the form attached hereto as Exhibit F (the “Investors’ Rights Agreement”); (ix) the Seller, the Buyer and the other parties named therein shall execute and deliver an Amended and Restated Registration Rights Agreement in the form attached hereto as Exhibit G (the “Registration Rights Agreement,” and, together with the Echo ContributionPatent Assignment, the Additional Transfer Documents (if any), the Assignment and Assumption Agreement, the Voting Agreement, the Transition Services Agreement, the ROFR/Co-Sale Agreement and the Investors’ Rights Agreement, the “Echo Contributions and TransfersAncillary Agreements”). At ; (x) the ClosingSeller shall deliver, and cause the applicable Selling Subsidiary(ies) to deliver, to the Buyer, each to the extent existing in physical form and in the possession of the Seller or any Selling Subsidiary, the Company Transferred Books and Records and the Transferred Know-How (subject to Section 1.1); (xi) the Seller shall deliver, and cause the applicable Selling Subsidiary(ies) to deliver, to the Buyer, or otherwise put the Buyer in possession and control of (or implement arrangements reasonably acceptable to the Buyer for the post-Closing delivery or physical possession of), all of the other Transferred Assets of a tangible nature; (xii) the Seller shall deliver to the Echo ShareholdersBuyer a certificate, executed by the Seller’s corporate secretary on behalf of the Seller, certifying as the aggregate purchase price for the shares transferred to the Company resolutions of the board of directors of the Seller authorizing and approving the sale of the Transferred Assets to the Buyer pursuant to this Agreement and the Echo Holdco Share Transfer and Vested Optionholders, an amount equal other Contemplated Transactions; (xiii) the Buyer shall deliver to the Echo Purchase PriceSeller a certificate, in immediately available funds executed by wire transfer to accounts for the benefit Buyer’s corporate secretary on behalf of the Echo with a bank in Buyer, certifying as to (A) the United States designated resolutions of the board of directors of the Buyer authorizing and approving the purchase of the Transferred Assets by the Echo Representative by notice Buyer pursuant to the Company, which notice shall be delivered not later than two Business Days prior to the Closing Date (the “Echo Holdco Sale Consideration” and, together with the Echo Membership Consideration, the “Echo Membership and Sale Consideration”). (v) MCK shall cause one or more of its wholly-owned, direct or indirect Subsidiaries (each, an “MCK Contributor”) to contribute, convey, transfer, assign and deliver, or cause to be contributed, conveyed, transferred, assigned and delivered, to the Company, free and clear of all Liens (other than Permitted Liens), this Agreement and the Company will accept other Contemplated Transactions and (B) the receipt by the Buyer of the gross proceeds from the MCK Contributors, 100% of the Core MTS Business (including the MCK Licensed Intellectual Property but excluding the MCK IPCo Owned Intellectual Property and the equity interests of certain MCK Contributed Entities (the “MCK DRE Contributed Entities”)), subject to the terms and conditions of this Agreement (the “Non-IP Contribution”). In consideration of the Non-IP Contribution, the Company shall, at the Closing, (i) issue Units to the MCK Contributors representing an aggregate Membership Percentage equal to the Non-IP Initial Percentage, subject to adjustment as set forth herein, and MCK shall cause the MCK Contributors to accept such Units, and (ii) admit each MCK Contributor as a Member, with the rights, powers, obligations and duties set forth in the LLC Agreement (the “Non-IP Membership Consideration”). (vi) MCK shall cause MCK IPCo to contribute, convey, transfer, assign and deliver, or cause to be contributed, conveyed, transferred, assigned and delivered, to the Company, free and clear of all Liens (other than Permitted Liens), and the Company will accept from MCK IPCo, the MCK IPCo Owned Intellectual Property and the equity interests of the MCK DRE Contributed Entities, subject to the terms and conditions of this Agreement (the “MCK IPCo Contribution” and, together with the Non-IP Contribution, the “MCK Contributions”). In consideration of the MCK IPCo Contribution, the Company shall, at the Closing, (i) issue Units to MCK IPCo representing a Membership Percentage equal to the MCK IPCo Initial Percentage, subject to adjustment as set forth herein, and MCK shall cause MCK IPCo to accept such Units, (ii) admit MCK IPCo as a Member, with the rights, powers, obligations and duties set forth in the LLC Agreement, and (iii) assume the MCK Promissory Note (the “IPCo Membership Consideration” and, together with the Non-IP Membership Consideration, the “MCK Membership Consideration”). On the Closing Date, the Company shall repay the MCK Promissory Note Principal Amount in full satisfaction thereof in immediately available funds by wire transfer to an account of MCK with a bank in New York City designated by MCK, by notice to the Company, which notice shall be delivered not later than two Business Days prior to the Closing Date (the “MCK Note Payment”). (vii) Immediately after consummation of the Echo Contributions and Transfer First Tranche (and the MCK Contributions, amount thereof); (xiv) [reserved]; (xv) the Company Seller shall contribute all deliver to the assets and liabilities from Buyer a certification that the Echo Contributions and Transfer and Seller is not a foreign person in accordance with the MCK Contributions Treasury Regulations under Section 1445 of the Code; and (xvi) the Buyer shall pay to NewCo Intermediate Holdings, which MTS the Cash Fee (as defined in turn shall contribute all the assets and liabilities from the Echo Contributions and Transfer and the MCK Contributions to NewCo Holdings, in each case for which no additional equity interests of NewCo Intermediate Holdings or NewCo Holdings will be issuedEngagement Letter).

At the Closing. (i) Echo shall, and the Echo Shareholders Seller shall cause Echo to, contribute, convey, transfer, assign and deliver, or cause to be contributed, conveyed, transferred, assigned and delivered, to the Company, free and clear of Buyer all Liens (other than Permitted Liens), and the Company will accept from Echo, shares of common stock of Echo Holdco representing the Echo Contributed Percentage of the issued and outstanding capital stock of Echo HoldcoAccounts Receivable, subject to the terms and conditions of this Agreement (the “Echo Contribution”). In consideration of the Echo Contribution, the Company shall, for which Seller shall receive a credit at the Closing, (A) issue Units to Echo representing a Membership Percentage equal to 30.0% (before taking into account the Employee Pool), subject to adjustment as set forth herein, and Echo shall accept such Units, and (B) admit Echo as a Member, with the rights, powers, obligations and duties set forth Close of Escrow in the LLC Agreement (the “Echo Membership Consideration”). (ii) Each outstanding and unexercised vested (or vesting upon the Closing) Echo Holdco Option with an exercise price less than the Echo Per Share Purchase Price shall immediately and automatically be forfeited and cancelled, and the Echo Optionholder thereof (a “Vested Optionholder”) shall be entitled to receive in exchange therefor (i) an amount of the Echo Purchase Price (including any additional payments pursuant to Section 2.03(a)) equal to such Vested Optionholder’s pro rata portion (based on such Vested Optionholder’s Echo Deemed Option Shares Outstanding) of the Total Echo Option Cash Amount and (ii) Echo Securities (with equivalent value to such vested (or vesting upon the Closing) Echo Holdco Options other than those Echo Holdco Options receiving a portion of the Echo Purchase Price in clause (i) above) subject to terms to be agreed upon by MCK, Echo and Echo Holdco. (iii) Each Echo Holdco Option (i) that was outstanding but unvested immediately prior to the Closing and (ii) that was outstanding and vested (or vesting upon the Closing) with an exercise price greater than or equal to the Echo Per Share Purchase Price, shall immediately and automatically be forfeited and cancelled and the Echo Optionholder thereof shall be entitled to receive in exchange thereof Echo Securities (with equivalent value to such Echo Holdco Options) subject to terms to be agreed upon by MCK, Echo and Echo Holdco. (iv) The Echo Shareholders shall sell to the Company, and the Company will purchase from the Echo Shareholders, free and clear of all Liens (other than Permitted Liens), shares of common stock of Echo Holdco (allocated among the Echo Shareholders as determined by Echo Holdco prior to Closing and set forth on the Estimated Echo Closing Statement) representing the Echo Purchase Price Percentage of the issued and outstanding capital stock of Echo Holdco, subject to the terms and conditions of this Agreement (the “Echo Holdco Share Transfer” and, together with the Echo Contribution, the “Echo Contributions and Transfers”). At the Closing, the Company shall deliver to the Echo Shareholders, as the aggregate purchase price for the shares transferred to the Company pursuant to the Echo Holdco Share Transfer and Vested Optionholders, an amount equal to (a) the Echo Purchase Pricefull, in immediately available funds by wire transfer to accounts for the benefit aggregate outstanding balance of the Echo with Cash Equivalent Receivables (without discount except for service charges due to charge card companies) plus (b) the full aggregate outstanding balance of the Invoiced Receivables and Other Accounts Receivable as of the Proration Time, provided, Buyer shall at its option accept or reject any Invoiced Receivables and Other Accounts Receivable over ninety (90) days and Seller shall not receive a bank in the United States designated credit for any Invoiced Receivables and Other Accounts Receivable over ninety (90) days rejected by the Echo Representative by notice Buyer; provided, that Buyer shall at its own expense use reasonable efforts to the Company, which notice shall be delivered not later than two Business Days prior to collect any such rejected Invoiced Receivables and Other Accounts Receivable on behalf of Seller for a period of sixty (60) days after the Closing Date (and thereafter Seller shall have the “Echo Holdco Sale Consideration” andright to collect same for its own account; provided, together with the Echo Membership Considerationfurther, the “Echo Membership and Sale Consideration”). (v) MCK shall cause one or more of its wholly-owned, direct or indirect Subsidiaries (each, an “MCK Contributor”) to contribute, convey, transfer, assign and deliver, or cause to be contributed, conveyed, transferred, assigned and delivered, to the Company, free and clear of all Liens (other than Permitted Liens), and the Company will accept from the MCK Contributors, 100% as of the Core MTS Business date which is sixty (including the MCK Licensed Intellectual Property but excluding the MCK IPCo Owned Intellectual Property and the equity interests of certain MCK Contributed Entities (the “MCK DRE Contributed Entities”)), subject to the terms and conditions of this Agreement (the “Non-IP Contribution”). In consideration of the Non-IP Contribution, the Company shall, at the Closing, (i60) issue Units to the MCK Contributors representing an aggregate Membership Percentage equal to the Non-IP Initial Percentage, subject to adjustment as set forth herein, and MCK shall cause the MCK Contributors to accept such Units, and (ii) admit each MCK Contributor as a Member, with the rights, powers, obligations and duties set forth in the LLC Agreement (the “Non-IP Membership Consideration”). (vi) MCK shall cause MCK IPCo to contribute, convey, transfer, assign and deliver, or cause to be contributed, conveyed, transferred, assigned and delivered, to the Company, free and clear of all Liens (other than Permitted Liens), and the Company will accept from MCK IPCo, the MCK IPCo Owned Intellectual Property and the equity interests of the MCK DRE Contributed Entities, subject to the terms and conditions of this Agreement (the “MCK IPCo Contribution” and, together with the Non-IP Contribution, the “MCK Contributions”). In consideration of the MCK IPCo Contribution, the Company shall, at the Closing, (i) issue Units to MCK IPCo representing a Membership Percentage equal to the MCK IPCo Initial Percentage, subject to adjustment as set forth herein, and MCK shall cause MCK IPCo to accept such Units, (ii) admit MCK IPCo as a Member, with the rights, powers, obligations and duties set forth in the LLC Agreement, and (iii) assume the MCK Promissory Note (the “IPCo Membership Consideration” and, together with the Non-IP Membership Consideration, the “MCK Membership Consideration”). On days following the Closing Date, Buyer and Seller shall make any adjustments required to reflect the Company shall repay collectibility of any Invoiced Receivables and Other Accounts Receivable (it being agreed that (a) any accounts receivable not listed on the MCK Promissory Note Principal Amount in full satisfaction thereof in immediately available funds by wire transfer to an account schedule of MCK with a bank in New York City designated by MCK, by notice to accounts receivable of the Company, Property as of the date which notice shall be delivered not later than two Business Days prior to is sixty (60) days following the Closing Date shall be deemed paid as of such date and (the “MCK Note Payment”b) except as provided in (a). , any accounts receivable which are more than ninety (vii90) Immediately after consummation days past due as of the Echo Contributions date which is sixty (60) days following the Closing Date shall be deemed uncollectable as of such date) and Transfer Seller and Buyer shall make a corresponding payment to the MCK Contributions, other as required to accurately reflect the Company collectibility of such Invoiced Receivables and Other Accounts Receivable and any accounts receivable deemed uncollectable as of such date in accordance with the terms hereof shall contribute all be the assets property of Seller and liabilities from Seller shall be permitted (at its expense and for its own account) to collect the Echo Contributions and Transfer and the MCK Contributions to NewCo Intermediate Holdings, which in turn shall contribute all the assets and liabilities from the Echo Contributions and Transfer and the MCK Contributions to NewCo Holdings, in each case for which no additional equity interests of NewCo Intermediate Holdings or NewCo Holdings will be issued.same;

At the Closing. (i) Echo shall, and the Echo Shareholders Buyer shall cause Echo to, contribute, convey, transfer, assign and deliver, or cause to be contributed, conveyed, transferred, assigned and delivered, delivered to Seller the Company, free and clear of all Liens (other than Permitted Liens), and the Company will accept from Echo, shares of common stock of Echo Holdco representing the Echo Contributed Percentage of the issued and outstanding capital stock of Echo Holdco, subject to the terms and conditions of this Agreement (the “Echo Contribution”). In consideration of the Echo Contribution, the Company shall, at the Closing, (A) issue Units to Echo representing a Membership Percentage equal to 30.0% (before taking into account the Employee Pool), subject to adjustment as set forth herein, and Echo shall accept such Units, and (B) admit Echo as a Member, with the rights, powers, obligations and duties set forth in the LLC Agreement (the “Echo Membership Consideration”). (ii) Each outstanding and unexercised vested (or vesting upon the Closing) Echo Holdco Option with an exercise price less than the Echo Per Share Purchase Price shall immediately and automatically be forfeited and cancelled, and the Echo Optionholder thereof (a “Vested Optionholder”) shall be entitled to receive in exchange therefor (i) an amount of the Echo Purchase Price (including any additional payments pursuant to Section 2.03(a)) equal to such Vested Optionholder’s pro rata portion (based on such Vested Optionholder’s Echo Deemed Option Shares Outstanding) of the Total Echo Option Cash Amount and (ii) Echo Securities (with equivalent value to such vested (or vesting upon the Closing) Echo Holdco Options other than those Echo Holdco Options receiving a portion of the Echo Purchase Price in clause (i) above) subject to terms to be agreed upon by MCK, Echo and Echo Holdco. (iii) Each Echo Holdco Option (i) that was outstanding but unvested immediately prior to the Closing and (ii) that was outstanding and vested (or vesting upon the Closing) with an exercise price greater than or equal to the Echo Per Share Purchase Price, shall immediately and automatically be forfeited and cancelled and the Echo Optionholder thereof shall be entitled to receive in exchange thereof Echo Securities (with equivalent value to such Echo Holdco Options) subject to terms to be agreed upon by MCK, Echo and Echo Holdco. (iv) The Echo Shareholders shall sell to the Company, and the Company will purchase from the Echo Shareholders, free and clear of all Liens (other than Permitted Liens), shares of common stock of Echo Holdco (allocated among the Echo Shareholders as determined by Echo Holdco prior to Closing and set forth on the Estimated Echo Closing Statement) representing the Echo Purchase Price Percentage of the issued and outstanding capital stock of Echo Holdco, subject to the terms and conditions of this Agreement (the “Echo Holdco Share Transfer” and, together with the Echo Contribution, the “Echo Contributions and Transfers”). At the Closing, the Company shall deliver to the Echo Shareholders, as the aggregate purchase price for the shares transferred to the Company pursuant to the Echo Holdco Share Transfer and Vested Optionholders, an amount equal to the Echo Purchase Price, in immediately available funds by wire transfer to accounts for the benefit of the Echo with a bank in the United States designated by the Echo Representative by notice to the Company, which notice shall be delivered not later than two Business Days prior to the Closing Date (the “Echo Holdco Sale Consideration” and, together with the Echo Membership Consideration, the “Echo Membership and Sale Consideration”). (v) MCK shall cause one or more of its wholly-owned, direct or indirect Subsidiaries (each, an “MCK Contributor”) to contribute, convey, transfer, assign and deliver, or cause to be contributed, conveyed, transferred, assigned and delivered, to the Company, free and clear of all Liens (other than Permitted Liens), and the Company will accept from the MCK Contributors, 100% of the Core MTS Business (including the MCK Licensed Intellectual Property but excluding the MCK IPCo Owned Intellectual Property and the equity interests of certain MCK Contributed Entities (the “MCK DRE Contributed Entities”)), subject to the terms and conditions of this Agreement (the “Non-IP Contribution”). In consideration of the Non-IP Contribution, the Company shall, at the Closing, (i) issue Units to the MCK Contributors representing an aggregate Membership Percentage equal to the Non-IP Initial Percentage, subject to adjustment as set forth herein, and MCK shall cause the MCK Contributors to accept such Units, and (ii) admit each MCK Contributor as a Member, with the rights, powers, obligations and duties set forth in the LLC Agreement (the “Non-IP Membership Consideration”). (vi) MCK shall cause MCK IPCo to contribute, convey, transfer, assign and deliver, or cause to be contributed, conveyed, transferred, assigned and delivered, to the Company, free and clear of all Liens (other than Permitted Liens), and the Company will accept from MCK IPCo, the MCK IPCo Owned Intellectual Property and the equity interests of the MCK DRE Contributed Entities, subject to the terms and conditions of this Agreement (the “MCK IPCo Contribution” and, together with the Non-IP Contribution, the “MCK Contributions”). In consideration of the MCK IPCo Contribution, the Company shall, at the Closing, (i) issue Units to MCK IPCo representing a Membership Percentage equal to the MCK IPCo Initial Percentage, subject to adjustment as set forth herein, and MCK shall cause MCK IPCo to accept such Units, (ii) admit MCK IPCo as a Member, with the rights, powers, obligations and duties set forth in the LLC Agreement, and (iii) assume the MCK Promissory Note (the “IPCo Membership Consideration” and, together with the Non-IP Membership Consideration, the “MCK Membership Consideration”). On the Closing Date, the Company shall repay the MCK Promissory Note Principal Amount in full satisfaction thereof in immediately available funds by wire transfer to an account of MCK Seller with a bank in New York City previously designated by MCK, Seller; (ii) The Notarial Deed and Assignment Agreement shall be executed and filed in Austria by notice the agents designated by each of Buyer and Seller pursuant to the CompanyPowers of Attorney; (iii) Buyer shall deliver to Seller a certificate or certificates (A) signed by the Joint Venture, which notice shall be delivered not later than two Business Days prior to CA IB (or its successor) and BankAustria Aktiengesellschaft (“BankAustria”) acknowledging that Seller’s obligations under Article 10 (Non-Competition/Exclusivity Covenant) of the Closing Date Stock Purchase Agreement dated as of March 3, 1998 among the Joint Venture, CA, IB, Bank Austria and Seller (the “MCK Note PaymentNon-Compete”).) are no longer in effect, (B) signed by Capital Invest acknowledging that its right of first refusal under Section 11 of the articles of association of the Joint Venture is no longer in effect and (C) signed by CAIB acknowledging that its right to purchase 1% of the Share pursuant to a Stockholder Option Agreement dated August 26, 1998 between Seller and CAIB is no longer in effect; (viiiv) Immediately after consummation Seller shall deliver to Buyer a certificate signed by Seller (A) acknowledging that the obligations of CA IB, Bank Austria and the Joint Venture under the Non-Compete are no longer in effect and (B) acknowledging that its right of first refusal under Section 11 of the Echo Contributions articles of association of the Joint Venture is no longer in effect; and (v) Seller will deliver to Buyer the resignation and Transfer general release in favor of the Joint Venture (in form and substance satisfactory to Buyer) of each of Rxxxxx Xxxxxx and Nxxxxx Xxxxxx, effective as of the MCK ContributionsClosing, from their position with the Company Joint Venture; provided that any such release shall contribute all specifically exclude any present or future claim Mx. Xxxxxx or Mx. Xxxxxx (as applicable) may have against the assets and liabilities from Joint Venture for indemnification related to third party claims arising out or related to his service as a director or representative of the Echo Contributions and Transfer and the MCK Contributions to NewCo Intermediate Holdings, which in turn shall contribute all the assets and liabilities from the Echo Contributions and Transfer and the MCK Contributions to NewCo Holdings, in each case for which no additional equity interests of NewCo Intermediate Holdings or NewCo Holdings will be issuedJoint Venture.

At the Closing. (i) Echo shall, and the Echo Shareholders shall cause Echo to, contribute, convey, transfer, assign and deliver, or cause to be contributed, conveyed, transferred, assigned and delivered, to the Company, free and clear of all Liens (other than Permitted Liens), and the Company will accept from Echo, shares of common stock of Echo Holdco representing the Echo Contributed Percentage of the issued and outstanding capital stock of Echo Holdco, subject Subject to the terms and conditions of this Agreement Agreement, the following will occur on the Closing Date in the following order: (a) IPC shall amalgamate with Ready Sub (the “Echo Contribution”)"Amalgamation") and continue under the name IntelliPharmaCeutics Corp. as a Nova Scotia unlimited liability company ("Newco") such that (i) the property of each of IPC and Ready Sub shall continue to be the property of Newco; and (ii) Newco shall be authorized to issue an unlimited number of common shares, an unlimited number of convertible preferred shares, and an unlimited number of Newco Exchangeable Shares, which shall have the rights, privileges, restrictions and conditions set forth in the Articles of Amalgamation and the Companies Act. (b) The Articles of Amalgamation of Newco shall be in a form agreeable to all parties hereto. In consideration The by-laws of Newco shall be the Echo Contributionby-laws of Ready Sub. (c) The officers and directors of Ready at the Closing Date shall, subject to Section 7.5, be those persons who were the Company shallofficers and directors of Ready and Newco immediately before the Closing Date. (d) Ready shall receive one fully-paid and non-assessable share of Newco common stock for each share of Ready Sub common stock held by Ready, following which all Ready Sub common stock shall be cancelled. As a result, Ready will be the holder of all outstanding shares of Newco common stock. (e) Holdco shall exchange the IPC Shares for convertible preferred shares of Newco, which, at the Closingoption of the holder, are convertible into 11,000,000 Newco Exchangeable Shares, following which all IPC Shares will be cancelled; (Af) issue Units Pursuant to Echo representing a Membership Percentage equal the Amalgamation, Ready will own all outstanding Newco common stock, and Holdco will own all outstanding convertible preferred shares of Newco; (g) Holdco will convert its convertible preferred shares of Newco into 11,000,000 Newco Exchangeable Shares; (h) Following the Amalgamation and the Offering, Ready will have reserved 11,000,000 shares of Ready common stock for issuance upon exercise of the Put Agreement (as defined below), and will have outstanding (i) 6,900,000 shares of Ready common stock, consisting of (a) up to 30.0% (before taking into account the Employee Pool)1,800,000 shares held by former Ready shareholders, subject to adjustment as set forth herein, and Echo shall accept such Units, and (B) admit Echo as a Member, with the rights, powers, obligations and duties set forth provided in the LLC Agreement (the “Echo Membership Consideration”). (ii) Each outstanding and unexercised vested (or vesting upon the Closing) Echo Holdco Option with an exercise price less than the Echo Per Share Purchase Price shall immediately and automatically be forfeited and cancelled, and the Echo Optionholder thereof (a “Vested Optionholder”) shall be entitled to receive in exchange therefor (i) an amount of the Echo Purchase Price (including any additional payments pursuant to Section 2.03(a)) equal to such Vested Optionholder’s pro rata portion (based on such Vested Optionholder’s Echo Deemed Option Shares Outstanding) of the Total Echo Option Cash Amount and (ii) Echo Securities (with equivalent value to such vested (or vesting upon the Closing) Echo Holdco Options other than those Echo Holdco Options receiving a portion of the Echo Purchase Price in clause (i) above) subject to terms to be agreed upon by MCK, Echo and Echo Holdco. (iii) Each Echo Holdco Option (i) that was outstanding but unvested immediately prior to the Closing and (ii) that was outstanding and vested (or vesting upon the Closing) with an exercise price greater than or equal to the Echo Per Share Purchase Price, shall immediately and automatically be forfeited and cancelled and the Echo Optionholder thereof shall be entitled to receive in exchange thereof Echo Securities (with equivalent value to such Echo Holdco Options) subject to terms to be agreed upon by MCK, Echo and Echo Holdco. (iv) The Echo Shareholders shall sell to the Company, and the Company will purchase from the Echo Shareholders, free and clear of all Liens (other than Permitted Liens7.1(c), (b) between 2,000,000 and 4,000,000 shares of common stock of Echo Holdco (allocated among the Echo Shareholders as determined held by Echo Holdco prior to Closing and set forth on the Estimated Echo Closing Statement) representing the Echo Purchase Price Percentage of the issued and outstanding capital stock of Echo Holdco, subject to the terms and conditions of this Agreement (the “Echo Holdco Share Transfer” and, together with the Echo Contribution, the “Echo Contributions and Transfers”). At the Closing, the Company shall deliver to the Echo Shareholders, as the aggregate purchase price for the shares transferred to the Company pursuant to the Echo Holdco Share Transfer and Vested Optionholders, an amount equal to the Echo Purchase Price, in immediately available funds by wire transfer to accounts for the benefit of the Echo with a bank investors in the United States designated by the Echo Representative by notice to the Company, which notice shall be delivered not later than two Business Days prior to the Closing Date (the “Echo Holdco Sale Consideration” and, together with the Echo Membership Consideration, the “Echo Membership and Sale Consideration”). (v) MCK shall cause one or more of its wholly-owned, direct or indirect Subsidiaries (each, an “MCK Contributor”) to contribute, convey, transfer, assign and deliver, or cause to be contributed, conveyed, transferred, assigned and delivered, to the Company, free and clear of all Liens (other than Permitted Liens)Offering, and the Company will accept from the MCK Contributors, 100% of the Core MTS Business (including the MCK Licensed Intellectual Property but excluding the MCK IPCo Owned Intellectual Property and the equity interests of certain MCK Contributed Entities (the “MCK DRE Contributed Entities”)), subject c) 100,000 shares held by a consultant to the terms and conditions of this Agreement (the “Non-IP Contribution”). In consideration of the Non-IP Contribution, the Company shall, at the Closing, (i) issue Units to the MCK Contributors representing an aggregate Membership Percentage equal to the Non-IP Initial Percentage, subject to adjustment as set forth herein, and MCK shall cause the MCK Contributors to accept such UnitsReady, and (ii) admit each MCK Contributor 11,000,000 special voting shares held by Holdco, or as Holdco may direct. Additionally, options and warrants to purchase up to 5,450,000 shares of Ready common stock will be outstanding, inclusive of those issued under Section 7.2. (i) Ready and Holdco shall enter into the Voting and Support Agreement; (j) Ready and Holdco shall enter into a Member, with the rights, powers, obligations and duties set forth in the LLC Put Agreement (the “Non-IP Membership Consideration”"Put Agreement") whereby Holdco is entitled to put its Newco Exchangeable Shares to Ready in exchange for Ready Common Shares; (k) Each Newco Exchangeable Share shall, among other things: (i) entitle the holder to voting rights; (ii) entitle the holder to receive Canadian dollar equivalent dividends equal to dividends paid on Newco common stock; (iii) be retractable at the option of the holder, at his or her election from time to time upon 30 days' written notice given by such holder, for one Ready Common Share, plus an additional amount for declared and unpaid dividends (the "Right of Retraction"); and (iv) entitle the holder, on Ready's liquidation, to receive in exchange for each Newco Exchangeable Share one Ready Common Share, plus an amount for declared and unpaid dividends. (vil) MCK Ready and Newco shall cause MCK IPCo be entitled to contributededuct and withhold from the consideration otherwise payable to any holder of Exchangeable Shares, conveyincluding any dividend payments in respect of the Exchangeable Shares, transfer, assign such amount as Ready or Newco is required or permitted to deduct and deliver, or cause withhold with respect to be contributed, conveyed, transferred, assigned and delivered, to such payment under the Company, free and clear of all Liens (other than Permitted Liens), and the Company will accept from MCK IPCoUnited States Internal Revenue Code, the MCK IPCo Owned Intellectual Property and the equity interests Income Tax Act (Canada) or any provision of the MCK DRE Contributed Entitiesstate, subject to the terms and conditions of this Agreement (the “MCK IPCo Contribution” andprovincial, together with the Non-IP Contribution, the “MCK Contributions”). In consideration of the MCK IPCo Contribution, the Company shall, at the Closing, (i) issue Units to MCK IPCo representing a Membership Percentage equal to the MCK IPCo Initial Percentage, subject to adjustment as set forth herein, and MCK shall cause MCK IPCo to accept such Units, (ii) admit MCK IPCo as a Member, with the rights, powers, obligations and duties set forth in the LLC Agreement, and (iii) assume the MCK Promissory Note (the “IPCo Membership Consideration” and, together with the Non-IP Membership Consideration, the “MCK Membership Consideration”). On the Closing Date, the Company shall repay the MCK Promissory Note Principal Amount in full satisfaction thereof in immediately available funds by wire transfer to an account of MCK with a bank in New York City designated by MCK, by notice to the Company, which notice shall be delivered not later than two Business Days prior to the Closing Date (the “MCK Note Payment”)local or foreign tax law. (vii) Immediately after consummation of the Echo Contributions and Transfer and the MCK Contributions, the Company shall contribute all the assets and liabilities from the Echo Contributions and Transfer and the MCK Contributions to NewCo Intermediate Holdings, which in turn shall contribute all the assets and liabilities from the Echo Contributions and Transfer and the MCK Contributions to NewCo Holdings, in each case for which no additional equity interests of NewCo Intermediate Holdings or NewCo Holdings will be issued.

At the Closing. (a) JAKKS and the Shareholders shall give written notice to FKIWSB&R and BRMF&S, signed by JAKKS and each of the Shareholders, (i) Echo shall, and instructing BRMF&S to release to JAKKS the Echo Shareholders shall cause Echo to, contribute, convey, transfer, assign and deliver, or cause to be contributed, conveyed, transferred, assigned and delivered, to the Company, free and clear of all Liens (other than Permitted Liens), and the Company will accept from Echo, shares of common stock of Echo Holdco representing the Echo Contributed Percentage certificates being held by it in respect of the issued and outstanding capital stock of Echo Holdco, subject to the terms and conditions of this Agreement (the “Echo Contribution”). In consideration of the Echo Contribution, the Company shall, at the Closing, (A) issue Units to Echo representing a Membership Percentage equal to 30.0% (before taking into account the Employee Pool), subject to adjustment as set forth herein, and Echo shall accept such Units, and (B) admit Echo as a Member, with the rights, powers, obligations and duties set forth in the LLC Agreement (the “Echo Membership Consideration”). (ii) Each outstanding and unexercised vested (or vesting upon the Closing) Echo Holdco Option with an exercise price less than the Echo Per Share Purchase Price shall immediately and automatically be forfeited and cancelled, and the Echo Optionholder thereof (a “Vested Optionholder”) shall be entitled to receive in exchange therefor (i) an amount of the Echo Purchase Price (including any additional payments Shares being acquired by JAKKS pursuant to Section 2.03(a)) equal to such Vested Optionholder’s pro rata portion (based on such Vested Optionholder’s Echo Deemed Option Shares Outstanding) of the Total Echo Option Cash Amount 2.1, and (ii) Echo Securities instructing FKIWSB&R to release to each Shareholder (with equivalent value in the manner set forth in a Notice given by the Shareholders pursuant to Section 7.3(a)) such amount of cash being held by it in respect of the Cash Payment and, if sufficient funds are then available in the escrow account, any Fractional Share Payment payable to such vested Shareholder; and the Escrow Agents shall promptly comply with such instructions. (b) If the amount of funds held in escrow by FKIWSB&R pursuant to Section 2.5 is insufficient to pay the Cash Payment or vesting upon the Closing) Echo Holdco Options other than those Echo Holdco Options receiving a Fractional Share Payment, if any, JAKKS shall cause FKIWSB&R to pay to each Shareholder that portion of the Echo Purchase Price amount of funds held in clause (i) above) subject to terms to be agreed upon escrow on the Closing Date in the same proportion as the number of Shares owned by MCK, Echo and Echo Holdco. (iii) Each Echo Holdco Option (i) that was outstanding but unvested immediately prior such Shareholder on the Closing Date bears to the total number of Shares on the Closing and (ii) that was outstanding and vested (or vesting upon the Closing) with an exercise price greater than or equal to the Echo Per Share Purchase Price, shall immediately and automatically be forfeited and cancelled and the Echo Optionholder thereof shall be entitled to receive in exchange thereof Echo Securities (with equivalent value to such Echo Holdco Options) subject to terms to be agreed upon by MCK, Echo and Echo Holdco. (iv) The Echo Shareholders shall sell to the CompanyDate, and the Company will purchase from the Echo Shareholders, free and clear of all Liens (other than Permitted Liens), shares of common stock of Echo Holdco (allocated among the Echo Shareholders as determined by Echo Holdco prior to Closing and set forth on the Estimated Echo Closing Statement) representing the Echo Purchase Price Percentage of the issued and outstanding capital stock of Echo Holdco, subject to the terms and conditions of this Agreement (the “Echo Holdco Share Transfer” and, together with the Echo Contribution, the “Echo Contributions and Transfers”). At the Closing, the Company JAKKS shall deliver to the Echo Shareholders, as the aggregate purchase price for the shares transferred to the Company pursuant to the Echo Holdco Share Transfer and Vested Optionholders, pay cash in an amount equal to the Echo difference between the amount such Shareholder is entitled to receive on account of the Cash Payment and Fractional Share Payment, if any, and the amount paid to such Shareholder by FKIWSB&R from the escrowed funds. (c) If, pursuant to Section 2.3, JAKKS has elected to pay the entire Purchase Price in cash or for any other reason, JAKKS is paying all or any portion of the Purchase Price, in immediately available funds by wire transfer addition to accounts for the benefit Cash Payment and the Fractional Share Payment, if any, in cash or if JAKKS is required to make any other payment at the Closing to the Shareholders, JAKKS shall cause FKIWSB&R to pay to the Shareholders out of the Echo with a bank in escrowed funds available therefor (after the United States designated by payment of the Echo Representative by notice Cash Payment and the Fractional Share Payment, if any) such amounts to the Company, which notice shall they may be delivered not later than two Business Days prior to the Closing Date (the “Echo Holdco Sale Consideration” entitled and, together with if the Echo Membership Considerationamount of escrowed funds so available for such payment is insufficient to make such payment, JAKKS shall pay to each Shareholder the “Echo Membership and Sale Consideration”)balance of the amount to which such Shareholder may be entitled. (vd) MCK shall cause one or more of its wholly-owned, direct or indirect Subsidiaries (each, an “MCK Contributor”) to contribute, convey, transfer, assign and deliver, or cause to be contributed, conveyed, transferred, assigned and delivered, Any escrowed funds remaining after all payments are made to the Company, free and clear of all Liens (other than Permitted Liens), and the Company will accept from the MCK Contributors, 100% of the Core MTS Business (including the MCK Licensed Intellectual Property but excluding the MCK IPCo Owned Intellectual Property and the equity interests of certain MCK Contributed Entities (the “MCK DRE Contributed Entities”)), subject Shareholders pursuant to the terms and conditions foregoing provisions of this Agreement (the “Non-IP Contribution”). In consideration of the Non-IP Contribution, the Company shall, at the Closing, (i) issue Units to the MCK Contributors representing an aggregate Membership Percentage equal to the Non-IP Initial Percentage, subject to adjustment as set forth herein, and MCK shall cause the MCK Contributors to accept such Units, and (ii) admit each MCK Contributor as a Member, with the rights, powers, obligations and duties set forth in the LLC Agreement (the “Non-IP Membership Consideration”). (vi) MCK shall cause MCK IPCo to contribute, convey, transfer, assign and deliver, or cause to be contributed, conveyed, transferred, assigned and delivered, to the Company, free and clear of all Liens (other than Permitted Liens), and the Company will accept from MCK IPCo, the MCK IPCo Owned Intellectual Property and the equity interests of the MCK DRE Contributed Entities, subject to the terms and conditions of this Agreement (the “MCK IPCo Contribution” and, together with the Non-IP Contribution, the “MCK Contributions”). In consideration of the MCK IPCo Contribution, the Company shall, at the Closing, (i) issue Units to MCK IPCo representing a Membership Percentage equal to the MCK IPCo Initial Percentage, subject to adjustment as set forth herein, and MCK shall cause MCK IPCo to accept such Units, (ii) admit MCK IPCo as a Member, with the rights, powers, obligations and duties set forth in the LLC Agreement, and (iii) assume the MCK Promissory Note (the “IPCo Membership Consideration” and, together with the Non-IP Membership Consideration, the “MCK Membership Consideration”). On the Closing Date, the Company shall repay the MCK Promissory Note Principal Amount in full satisfaction thereof in immediately available funds by wire transfer to an account of MCK with a bank in New York City designated by MCK, by notice to the Company, which notice Section 7.4 shall be delivered not later than two Business Days prior released from escrow and paid over to the Closing Date (the “MCK Note Payment”)JAKKS. (vii) Immediately after consummation of the Echo Contributions and Transfer and the MCK Contributions, the Company shall contribute all the assets and liabilities from the Echo Contributions and Transfer and the MCK Contributions to NewCo Intermediate Holdings, which in turn shall contribute all the assets and liabilities from the Echo Contributions and Transfer and the MCK Contributions to NewCo Holdings, in each case for which no additional equity interests of NewCo Intermediate Holdings or NewCo Holdings will be issued.

At the Closing. (i) Echo shall, and the Echo Shareholders shall cause Echo to, contribute, convey, transfer, assign and deliver, or cause to be contributed, conveyed, transferred, assigned and delivered, to the Company, free and clear of all Liens (other than Permitted Liens), and the Company will accept from Echo, shares of common stock of Echo Holdco representing the Echo Contributed Percentage of the issued and outstanding capital stock of Echo Holdco, subject to the terms and conditions of this Agreement (the “Echo Contribution”). In consideration of the Echo Contribution, the Company shall, at the Closing, (A) issue Units to Echo representing a Membership Percentage equal to 30.0% (before taking into account the Employee Pool), subject to adjustment as set forth herein, and Echo shall accept such Units, and (B) admit Echo as a Member, with the rights, powers, obligations and duties set forth in the LLC Agreement (the “Echo Membership Consideration”). (ii) Each outstanding and unexercised vested (or vesting upon the Closing) Echo Holdco Option with an exercise price less than the Echo Per Share Purchase Price shall immediately and automatically be forfeited and cancelled, and the Echo Optionholder thereof (a “Vested Optionholder”) shall be entitled to receive in exchange therefor (i) an amount of the Echo Purchase Price (including any additional payments pursuant to Section 2.03(a)) equal to such Vested Optionholder’s pro rata portion (based on such Vested Optionholder’s Echo Deemed Option Shares Outstanding) of the Total Echo Option Cash Amount and (ii) Echo Securities (with equivalent value to such vested (or vesting upon the Closing) Echo Holdco Options other than those Echo Holdco Options receiving a portion of the Echo Purchase Price in clause (i) above) subject to terms to be agreed upon by MCK, Echo and Echo Holdco. (iii) Each Echo Holdco Option (i) that was outstanding but unvested immediately prior to the Closing and (ii) that was outstanding and vested (or vesting upon the Closing) with an exercise price greater than or equal to the Echo Per Share Purchase Price, shall immediately and automatically be forfeited and cancelled and the Echo Optionholder thereof shall be entitled to receive in exchange thereof Echo Securities (with equivalent value to such Echo Holdco Options) subject to terms to be agreed upon by MCK, Echo and Echo Holdco. (iv) The Echo Shareholders shall sell to the Company, and the Company will purchase from the Echo Shareholders, free and clear of all Liens (other than Permitted Liens), shares of common stock of Echo Holdco (allocated among the Echo Shareholders as determined by Echo Holdco prior to Closing and set forth on the Estimated Echo Closing Statement) representing the Echo Purchase Price Percentage of the issued and outstanding capital stock of Echo Holdco, subject to the terms and conditions of this Agreement (the “Echo Holdco Share Transfer” and, together with the Echo Contribution, the “Echo Contributions and Transfers”). At the Closing, the Company Buyer shall deliver to Seller (or any Affiliates of Seller designated by Seller) the Echo ShareholdersAggregate Cash Consideration (as adjusted in accordance with Section 2.05, as the aggregate purchase price for the shares transferred to the Company pursuant to the Echo Holdco Share Transfer and Vested Optionholders, an amount equal to the Echo Purchase Price, if applicable) in immediately available funds by wire transfer to accounts for the benefit an account of the Echo Seller with a bank in the United States designated by the Echo Representative Seller, by notice to the CompanyBuyer, which notice shall be delivered not later than two Business Days prior to the Closing Date Date. (ii) Buyer shall issue to Seller (or any Affiliates of Seller designated by Seller in writing) the “Echo Holdco Sale Consideration” andstock certificates representing the Aggregate Equity Consideration (as adjusted in accordance with Section 2.05, together with if applicable) or, if uncertificated, other appropriate evidence of ownership reasonably acceptable to Seller representing the Echo Membership Aggregate Equity Consideration, registered in the “Echo Membership name of Seller or its designee, free and Sale Consideration”clear of any Encumbrances (other than restrictions on transfer which arise under applicable securities Laws and this Agreement). (iii) Seller and Buyer and their respective Subsidiaries that are a party thereto, if any, shall execute and deliver each of the Ancillary Agreements. (iv) Subject to the provisions hereof (including, for the sake of clarity, Section 7.05), Seller shall deliver to Buyer such deeds, bills of sale, endorsements, consents, assignments and other good and sufficient instruments of conveyance and assignment as the parties and their respective counsel shall deem reasonably necessary to vest in Buyer all right, title and interest in, to and under the Purchased Assets. (v) MCK Seller shall cause one or more of its wholly-owned, direct or indirect Subsidiaries (each, an “MCK Contributor”) to contribute, convey, transfer, assign and deliver, or cause to be contributed, conveyed, transferred, assigned and delivered, to Buyer or its designee certificates (to the Companyextent such shares are held in certificated form), or other documentation or evidence reasonably acceptable to Buyer, representing the Xxx Xxxxxx Seed Capital then owned by Seller or one of its Subsidiaries duly endorsed or accompanied by stock powers duly endorsed in blank, with any required transfer stamps affixed thereto, free and clear of all Liens any Encumbrances (other than Permitted Liens), restrictions on transfer which arise under applicable securities Laws and the Company will accept from the MCK Contributors, 100% of the Core MTS Business (including the MCK Licensed Intellectual Property but excluding the MCK IPCo Owned Intellectual Property and the equity interests of certain MCK Contributed Entities (the “MCK DRE Contributed Entities”)), subject to the terms and conditions of this Agreement (the “Non-IP Contribution”). In consideration of the Non-IP Contribution, the Company shall, at the Closing, (i) issue Units to the MCK Contributors representing an aggregate Membership Percentage equal to the Non-IP Initial Percentage, subject to adjustment as set forth herein, and MCK shall cause the MCK Contributors to accept such Units, and (ii) admit each MCK Contributor as a Member, with the rights, powers, obligations and duties set forth in the LLC Agreement (the “Non-IP Membership Consideration”Agreement). (vi) MCK Seller shall cause MCK IPCo deliver to contribute, convey, transfer, assign and deliver, or cause to be contributed, conveyed, transferred, assigned and delivered, to Buyer a receipt acknowledging payment of the Company, free and clear of all Liens (other than Permitted Liens), Aggregate Equity Consideration and the Company will accept from MCK IPCo, the MCK IPCo Owned Intellectual Property and the equity interests of the MCK DRE Contributed Entities, subject to the terms and conditions of this Agreement (the “MCK IPCo Contribution” and, together with the Non-IP Contribution, the “MCK Contributions”). In consideration of the MCK IPCo Contribution, the Company shall, at the Closing, (i) issue Units to MCK IPCo representing a Membership Percentage equal to the MCK IPCo Initial Percentage, subject to adjustment as set forth herein, and MCK shall cause MCK IPCo to accept such Units, (ii) admit MCK IPCo as a Member, with the rights, powers, obligations and duties set forth in the LLC Agreement, and (iii) assume the MCK Promissory Note (the “IPCo Membership Consideration” and, together with the Non-IP Membership Consideration, the “MCK Membership Consideration”). On the Closing Date, the Company shall repay the MCK Promissory Note Principal Amount Aggregate Cash Consideration by Buyer in full satisfaction thereof of Buyer’s obligations under Section 2.04(b)(i), Section 2.04(b)(ii) and Section 7.09(b) (but subject to any further obligations contained in immediately available funds by wire transfer to an account of MCK with a bank in New York City designated by MCK, by notice to the Company, which notice shall be delivered not later than two Business Days prior to the Closing Date (the “MCK Note Payment”this Agreement). (vii) Immediately after consummation of Seller shall deliver to Buyer the Echo Contributions certificates referenced in Section 10.02(c) and Transfer and Section 10.02(e). (viii) Buyer shall deliver to Seller the MCK Contributions, the Company shall contribute all the assets and liabilities from the Echo Contributions and Transfer and the MCK Contributions to NewCo Intermediate Holdings, which certificates referenced in turn shall contribute all the assets and liabilities from the Echo Contributions and Transfer and the MCK Contributions to NewCo Holdings, in each case for which no additional equity interests of NewCo Intermediate Holdings or NewCo Holdings will be issuedSection 10.03(c).

At the Closing. (i) Echo shall, On the terms and the Echo Shareholders shall cause Echo to, contribute, convey, transfer, assign and deliver, or cause to be contributed, conveyed, transferred, assigned and delivered, to the Company, free and clear of all Liens (other than Permitted Liens), and the Company will accept from Echo, shares of common stock of Echo Holdco representing the Echo Contributed Percentage of the issued and outstanding capital stock of Echo Holdco, subject to the terms and conditions of set forth in this Agreement (the “Echo Contribution”). In consideration of the Echo Contribution, the Company shallAgreement, at the Closing, the Seller shall (or shall cause the other Seller Entities to) assign, transfer, convey and deliver to the Buyer, and the Buyer shall (or shall cause its designated Affiliates to) assume and accept and shall pay, perform and discharge fully as and when required only the following Liabilities of the Seller Entities (collectively, the “Closing Assumed Liabilities”): (i) all Liabilities of the Seller Entities (other than Closing Accounts Payable) arising under or relating to the Closing Assumed Contracts (other than any Liabilities arising under or relating to any breach, violation or default under any Assumed Contract prior to the Closing); (ii) A) issue Units all Liabilities that are required to Echo representing a Membership Percentage equal be assumed or satisfied by the Buyer or their respective Affiliates pursuant to 30.0% (before taking into account the Employee Pool), subject Article VII with respect to adjustment as set forth herein, and Echo shall accept such Units, Closing Transferred Employees and (B) admit Echo as a Memberall Liabilities relating to the employment of any Closing Transferred Employee (excluding, with for the rightsavoidance of doubt, powers, obligations and duties set forth in the LLC Agreement (the “Echo Membership Consideration”any such Liabilities under any Seller Benefit Plans). (ii) Each outstanding and unexercised vested (or vesting upon the Closing) Echo Holdco Option with an exercise price less than the Echo Per Share Purchase Price shall immediately and automatically be forfeited and cancelled, and the Echo Optionholder thereof (a “Vested Optionholder”) shall be entitled to receive in exchange therefor (i) an amount of the Echo Purchase Price (including any additional payments pursuant to Section 2.03(a)) equal to such Vested Optionholder’s pro rata portion (based on such Vested Optionholder’s Echo Deemed Option Shares Outstanding) of the Total Echo Option Cash Amount and (ii) Echo Securities (with equivalent value to such vested (or vesting upon the Closing) Echo Holdco Options other than those Echo Holdco Options receiving a portion of the Echo Purchase Price in clause (i) above) subject to terms to be agreed upon by MCK, Echo and Echo Holdco.; (iii) Each Echo Holdco Option all Liabilities for Taxes (iother than Transfer Taxes required to be paid by the Seller pursuant to Section 6.4(a) that was outstanding but unvested immediately prior and Property Taxes for which the Seller is responsible pursuant to Section 6.4(b) and Section 6.4(c)) relating to the Closing and (ii) Business, the Acquired Assets or the Assumed Liabilities to the extent that was outstanding and vested such Taxes are imposed with respect to or attributable to any taxable period (or vesting upon portion thereof) beginning after the Closing) with an exercise price greater than or equal to the Echo Per Share Purchase Price, shall immediately and automatically be forfeited and cancelled and the Echo Optionholder thereof shall be entitled to receive in exchange thereof Echo Securities (with equivalent value to such Echo Holdco Options) subject to terms to be agreed upon by MCK, Echo and Echo Holdco.Closing Date; (iv) The Echo Shareholders shall sell any Liability for Transfer Taxes required to be paid by the Company, and the Company will purchase from the Echo Shareholders, free and clear of all Liens (other than Permitted Liens), shares of common stock of Echo Holdco (allocated among the Echo Shareholders as determined by Echo Holdco prior to Closing and set forth on the Estimated Echo Closing Statement) representing the Echo Purchase Price Percentage of the issued and outstanding capital stock of Echo Holdco, subject to the terms and conditions of this Agreement (the “Echo Holdco Share Transfer” and, together with the Echo Contribution, the “Echo Contributions and Transfers”). At the Closing, the Company shall deliver to the Echo Shareholders, as the aggregate purchase price for the shares transferred to the Company Buyer pursuant to the Echo Holdco Share Transfer and Vested Optionholders, an amount equal to the Echo Purchase Price, in immediately available funds by wire transfer to accounts for the benefit of the Echo with a bank in the United States designated by the Echo Representative by notice to the Company, which notice shall be delivered not later than two Business Days prior to the Closing Date (the “Echo Holdco Sale Consideration” and, together with the Echo Membership Consideration, the “Echo Membership and Sale Consideration”Section 6.4(a).; (v) MCK shall cause one all Liabilities under any Seller warranty provided with respect to any Business Product or more of its wholly-owned, direct or indirect Subsidiaries (each, an “MCK Contributor”) otherwise with respect to contribute, convey, transfer, assign and deliver, or cause to be contributed, conveyed, transferred, assigned and deliveredthe Business, to the Company, free and clear of all Liens (other than Permitted Liens), and extent such Liabilities were included in the Company will accept from the MCK Contributors, 100% of the Core MTS Business (including the MCK Licensed Intellectual Property but excluding the MCK IPCo Owned Intellectual Property and the equity interests of certain MCK Contributed Entities warranty liability reserve (the “MCK DRE Contributed EntitiesAssumed Warranty Liabilities Reserve”)), subject to ) in the terms and conditions of this Agreement final Closing Net Working Capital Amount (the “Non-IP ContributionAssumed Warranty Liabilities”). In consideration of the Non-IP Contribution, the Company shall, at the Closing, (i) issue Units to the MCK Contributors representing an aggregate Membership Percentage equal to the Non-IP Initial Percentage, subject to adjustment as set forth herein, and MCK shall cause the MCK Contributors to accept such Units, and (ii) admit each MCK Contributor as a Member, with the rights, powers, obligations and duties set forth in the LLC Agreement (the “Non-IP Membership Consideration”). (vi) MCK shall cause MCK IPCo to contribute, convey, transfer, assign and deliver, or cause to be contributed, conveyed, transferred, assigned and delivered, to the Company, free and clear of all Liens (other than Permitted Liens), and the Company will accept from MCK IPCo, the MCK IPCo Owned Intellectual Property and the equity interests of the MCK DRE Contributed Entities, subject to the terms and conditions of this Agreement (the “MCK IPCo Contribution” and, together with the Non-IP Contribution, the “MCK Contributions”). In consideration of the MCK IPCo Contribution, the Company shall, at the Closing, (i) issue Units to MCK IPCo representing a Membership Percentage equal to the MCK IPCo Initial Percentage, subject to adjustment as set forth herein, and MCK shall cause MCK IPCo to accept such Units, (ii) admit MCK IPCo as a Member, with the rights, powers, obligations and duties set forth in the LLC Agreement, and (iii) assume the MCK Promissory Note (the “IPCo Membership Consideration” and, together with the Non-IP Membership Consideration, the “MCK Membership Consideration”). On the Closing Date, the Company shall repay the MCK Promissory Note Principal Amount in full satisfaction thereof in immediately available funds by wire transfer to an account of MCK with a bank in New York City designated by MCK, by notice to the Company, which notice shall be delivered not later than two Business Days prior to the Closing Date (the “MCK Note Payment”). (vii) Immediately after consummation of the Echo Contributions and Transfer and the MCK Contributions, the Company shall contribute all the assets and liabilities from the Echo Contributions and Transfer and the MCK Contributions to NewCo Intermediate Holdings, which in turn shall contribute all the assets and liabilities from the Echo Contributions and Transfer and the MCK Contributions to NewCo Holdings, in each case for which no additional equity interests of NewCo Intermediate Holdings or NewCo Holdings will be issued.;

At the Closing. (i) Echo shall, and the Echo Shareholders Buyer shall cause Echo to, contribute, convey, transfer, assign and deliver, or cause to be contributed, conveyed, transferred, assigned and delivered, pay to the Company, free and clear of all Liens (other than Permitted Liens), and Company the Company will accept from Echo, shares of common stock of Echo Holdco representing the Echo Contributed Percentage of the issued and outstanding capital stock of Echo Holdco, subject to the terms and conditions of this Agreement Repayment Amount in US$ (the “Echo Contribution”). In consideration of the Echo Contribution, the Company shall, at the Closing, (A) issue Units to Echo representing a Membership Percentage equal to 30.0% (before taking into account the Employee Pool), subject to adjustment as set forth herein, and Echo shall accept such Units, and (B) admit Echo as a Member, with the rights, powers, obligations and duties set forth in the LLC Agreement (the “Echo Membership Consideration”). (ii) Each outstanding and unexercised vested (or vesting upon the Closing) Echo Holdco Option with an exercise price less than the Echo Per Share Purchase Price shall immediately and automatically be forfeited and cancelled, and the Echo Optionholder thereof (a “Vested Optionholder”) shall be entitled notice provided to receive in exchange therefor (i) an amount of the Echo Purchase Price (including any additional payments Buyer pursuant to Section 2.03(a2.03(b)) equal to such Vested Optionholder’s pro rata portion (based on such Vested Optionholder’s Echo Deemed Option Shares Outstanding) by wire transfer of the Total Echo Option Cash Amount and (ii) Echo Securities (with equivalent value to such vested (or vesting upon the Closing) Echo Holdco Options other than those Echo Holdco Options receiving a portion of the Echo Purchase Price in clause (i) above) subject to terms to be agreed upon by MCK, Echo and Echo Holdco. (iii) Each Echo Holdco Option (i) that was outstanding but unvested immediately prior to the Closing and (ii) that was outstanding and vested (or vesting upon the Closing) with an exercise price greater than or equal to the Echo Per Share Purchase Price, shall immediately and automatically be forfeited and cancelled and the Echo Optionholder thereof shall be entitled to receive in exchange thereof Echo Securities (with equivalent value to such Echo Holdco Options) subject to terms to be agreed upon by MCK, Echo and Echo Holdco. (iv) The Echo Shareholders shall sell to the Company, and the Company will purchase from the Echo Shareholders, free and clear of all Liens (other than Permitted Liens), shares of common stock of Echo Holdco (allocated among the Echo Shareholders as determined by Echo Holdco prior to Closing and set forth on the Estimated Echo Closing Statement) representing the Echo Purchase Price Percentage of the issued and outstanding capital stock of Echo Holdco, subject to the terms and conditions of this Agreement (the “Echo Holdco Share Transfer” and, together with the Echo Contribution, the “Echo Contributions and Transfers”). At the Closing, the Company shall deliver to the Echo Shareholders, as the aggregate purchase price for the shares transferred to the Company pursuant to the Echo Holdco Share Transfer and Vested Optionholders, an amount equal to the Echo Purchase Price, in immediately available funds to the bank account designated in writing by wire transfer to accounts for the benefit or on behalf of the Echo with a bank in the United States designated by the Echo Representative by notice to the Company, which notice shall be delivered not later than two Company at least seven (7) Business Days prior to the Closing Date in exchange for, at Buyer’s discretion, newly issued Common Shares (such issuance, if any, made at the “Echo Holdco Sale Consideration” and, together discretion of Buyer with respect to all or a portion of the Echo Membership ConsiderationCompany Repayment Amount, the “Echo Membership and Sale ConsiderationCompany Repayment Capital Contribution”). (v) MCK shall cause one , loan or more of its wholly-owned, direct or indirect Subsidiaries (each, an “MCK Contributor”) to contribute, convey, transfer, assign and deliver, or cause to be contributed, conveyed, transferred, assigned and delivered, to note payable by the Company, free and clear in each case issued at fair market value; provided, however, that if Seller determines that there will not be sufficient distributable profits to consummate the Preferred Repurchase on the Closing Date under Applicable Law, Buyer shall in any event receive newly issued Common Shares issued at fair market value with respect to that portion of all Liens (other than Permitted Liens), and the Company will accept from the MCK Contributors, 100% of the Core MTS Business (including the MCK Licensed Intellectual Property but excluding the MCK IPCo Owned Intellectual Property and the equity interests of certain MCK Contributed Entities (the “MCK DRE Contributed Entities”)), subject to the terms and conditions of this Agreement (the “Non-IP Contribution”). In consideration of the Non-IP Contribution, Repayment Amount required for the Company shall, at to repurchase the Closing, (i) issue Units to the MCK Contributors representing an aggregate Membership Percentage equal to the Non-IP Initial Percentage, subject to adjustment as set forth herein, and MCK shall cause the MCK Contributors to accept such Units, and (ii) admit each MCK Contributor as a Member, with the rights, powers, obligations and duties set forth in the LLC Agreement (the “Non-IP Membership Consideration”). (vi) MCK shall cause MCK IPCo to contribute, convey, transfer, assign and deliver, or cause to be contributed, conveyed, transferred, assigned and delivered, to the Company, free and clear of all Liens (other than Permitted Liens), and the Company will accept from MCK IPCo, the MCK IPCo Owned Intellectual Property and the equity interests of the MCK DRE Contributed Entities, subject to the terms and conditions of this Agreement (the “MCK IPCo Contribution” and, together with the Non-IP Contribution, the “MCK Contributions”). In consideration of the MCK IPCo Contribution, the Company shall, at the Closing, (i) issue Units to MCK IPCo representing a Membership Percentage equal to the MCK IPCo Initial Percentage, subject to adjustment as set forth herein, and MCK shall cause MCK IPCo to accept such Units, (ii) admit MCK IPCo as a Member, with the rights, powers, obligations and duties set forth in the LLC Agreement, and (iii) assume the MCK Promissory Note (the “IPCo Membership Consideration” and, together with the Non-IP Membership Consideration, the “MCK Membership Consideration”). On Hitachi Preferred Shares on the Closing Date, in which case any registration and license tax imposed in connection with such newly issued Common Shares shall be borne by Seller (the Company “Excluded Registration Tax”); (ii) Buyer shall repay pay to Seller an amount equal to the MCK Promissory Note Principal Amount Initial Purchase Price (as defined in full satisfaction thereof Section 2.04(b)) in US$ by wire transfer of immediately available funds by wire transfer to an account of MCK with a bank in New York City designated by MCK, by notice to the Company, which notice shall be delivered not later than two bank account designated in writing by or on behalf of Seller at least seven (7) Business Days prior to the Closing Date (the “MCK Note Payment”).Closing; (viiiii) Immediately after consummation upon confirmation that the holders of the Echo Contributions Facility Liens over the Shares have agreed to release such Facility Liens, Seller shall deliver to Buyer the share certificates representing the Shares and Transfer a written request addressed to the Company for the entry of change of shareholder’s name (meigi kakikae) regarding the Shares affixed with the signature of Seller; and (iv) Buyer, Seller and the MCK Contributions, the Company shall contribute all the assets and liabilities from the Echo Contributions and Transfer and the MCK Contributions to NewCo Intermediate Holdings, which in turn shall contribute all the assets and liabilities from the Echo Contributions and Transfer and the MCK Contributions to NewCo Holdings, in each case for which no additional equity interests of NewCo Intermediate Holdings or NewCo Holdings will be issueddeliver their respective deliverables set forth on Schedule 2.03(c) hereto.

At the Closing. (i) Echo shallThe Seller shall deliver to the Issuer certificates for the Shares, duly endorsed in form for transfer to the Issuer. (ii) The Issuer shall pay the purchase price for the Shares. (iii) The Issuer shall pay its obligations to Xxxxxx Low on due to him in the aggregate amount of $284,866.87. (iv) The Seller shall deliver evidence that, as of Closing, the Issuer has no direct, contingent or other obligations of any kind or any commitment or contractual obligations of any kind and description, and that all liabilities and obligations of any kind and description, whether immediate, direct, contingent or indirect, shall have been cancelled, with the Echo Shareholders result that the Issuer has, as of the Closing, no liabilities or obligations of any kind. All legal and accounting fees and expenses shall cause Echo tobe paid or provided for at the Closing, contribute, convey, transfer, assign and deliver, any fees and expenses not so paid shall be payable by Seller. (v) The Issuer shall deliver or cause the Issuer’s transfer agent to deliver a certified copy of the stock ledger of the Issuer listing every stockholder of record as of the most recent practicable date. (vi) The Issuer shall confirm that it has obtain the agreement of Xxxxx Xxxxx to continue to maintain the transfer books of the Issuer for a reasonable time until the Issuer can engage a transfer agent. (vii) The Issuer shall take such steps as are necessary to become a corporation in good standing in New York. (viii) The Issuer shall at Seller’s cost, take such steps as may be necessary to prepare and file tax returns for any periods ending on or prior to the Closing Date for which such returns are required to be contributedfiled. (xi) Counsel for the Issuer shall have given its opinion to the Issuer, conveyed, transferred, assigned which may be relied on by any subsequent purchasers of the Issuer’s capital stock and deliveredtheir counsel if such purchases take place as part of the next direct or indirect merger or similar transaction with an operating business that results in a change of control of the Issuer (“Reverse Merger Issuances”), to the Company, free and clear of effect that all Liens (other than Permitted Liens), and the Company will accept from Echo, shares of common stock of Echo Holdco representing the Echo Contributed Percentage of the issued and outstanding capital stock has been duly and validly authorized and issued and is fully paid and non-assessable and not issued in violation of Echo Holdcoany preemptive right, subject right of first refusal or other right known to the terms and conditions of this Agreement (the “Echo Contribution”). In consideration such counsel after review of the Echo Contribution, the Company shall, at the Closing, (A) issue Units to Echo representing a Membership Percentage equal to 30.0% (before taking into account the Employee Pool), subject to adjustment as set forth hereincorporate records, and Echo shall accept that the issuance of such Units, and (B) admit Echo as a Member, with capital stock was exempt from the rights, powers, obligations and duties set forth in the LLC Agreement (the “Echo Membership Consideration”). (ii) Each outstanding and unexercised vested (or vesting upon the Closing) Echo Holdco Option with an exercise price less than the Echo Per Share Purchase Price shall immediately and automatically be forfeited and cancelled, and the Echo Optionholder thereof (a “Vested Optionholder”) shall be entitled to receive in exchange therefor (i) an amount registration requirements of the Echo Purchase Price (including any additional payments pursuant to Section 2.03(a)) equal to such Vested Optionholder’s pro rata portion (based on such Vested Optionholder’s Echo Deemed Option Shares Outstanding) Securities Act of the Total Echo Option Cash Amount and (ii) Echo Securities (with equivalent value to such vested (or vesting upon the Closing) Echo Holdco Options other than those Echo Holdco Options receiving a portion of the Echo Purchase Price in clause (i) above) subject to terms to be agreed upon by MCK, Echo and Echo Holdco. (iii) Each Echo Holdco Option (i) that was outstanding but unvested immediately prior to the Closing and (ii) that was outstanding and vested (or vesting upon the Closing) with an exercise price greater than or equal to the Echo Per Share Purchase Price, shall immediately and automatically be forfeited and cancelled and the Echo Optionholder thereof shall be entitled to receive in exchange thereof Echo Securities (with equivalent value to such Echo Holdco Options) subject to terms to be agreed upon by MCK, Echo and Echo Holdco. (iv) The Echo Shareholders shall sell to the Company, and the Company will purchase from the Echo Shareholders, free and clear of all Liens (other than Permitted Liens), shares of common stock of Echo Holdco (allocated among the Echo Shareholders as determined by Echo Holdco prior to Closing and set forth on the Estimated Echo Closing Statement) representing the Echo Purchase Price Percentage of the issued and outstanding capital stock of Echo Holdco, subject to the terms and conditions of this Agreement (the “Echo Holdco Share Transfer” and, together with the Echo Contribution, the “Echo Contributions and Transfers”). At the Closing, the Company shall deliver to the Echo Shareholders1933, as the aggregate purchase price for the shares transferred to the Company pursuant to the Echo Holdco Share Transfer and Vested Optionholders, an amount equal to the Echo Purchase Price, in immediately available funds by wire transfer to accounts for the benefit of the Echo with a bank in the United States designated by the Echo Representative by notice to the Company, which notice shall be delivered not later than two Business Days prior to the Closing Date (the “Echo Holdco Sale Consideration” and, together with the Echo Membership Consideration, the “Echo Membership and Sale Consideration”). (v) MCK shall cause one or more of its wholly-owned, direct or indirect Subsidiaries (each, an “MCK Contributor”) to contribute, convey, transfer, assign and deliver, or cause to be contributed, conveyed, transferred, assigned and delivered, to the Company, free and clear of all Liens (other than Permitted Liens), and the Company will accept from the MCK Contributors, 100% of the Core MTS Business (including the MCK Licensed Intellectual Property but excluding the MCK IPCo Owned Intellectual Property and the equity interests of certain MCK Contributed Entities (the “MCK DRE Contributed Entities”)), subject to the terms and conditions of this Agreement (the “Non-IP Contribution”). In consideration of the Non-IP Contribution, the Company shall, at the Closing, (i) issue Units to the MCK Contributors representing an aggregate Membership Percentage equal to the Non-IP Initial Percentage, subject to adjustment as set forth herein, and MCK shall cause the MCK Contributors to accept such Units, and (ii) admit each MCK Contributor as a Member, with the rights, powers, obligations and duties set forth in the LLC Agreement (the “Non-IP Membership Consideration”). (vi) MCK shall cause MCK IPCo to contribute, convey, transfer, assign and deliver, or cause to be contributed, conveyed, transferred, assigned and delivered, to the Company, free and clear of all Liens (other than Permitted Liens), and the Company will accept from MCK IPCo, the MCK IPCo Owned Intellectual Property and the equity interests of the MCK DRE Contributed Entities, subject to the terms and conditions of this Agreement (the “MCK IPCo Contribution” and, together with the Non-IP Contribution, the “MCK Contributions”). In consideration of the MCK IPCo Contribution, the Company shall, at the Closing, (i) issue Units to MCK IPCo representing a Membership Percentage equal to the MCK IPCo Initial Percentage, subject to adjustment as set forth herein, and MCK shall cause MCK IPCo to accept such Units, (ii) admit MCK IPCo as a Member, with the rights, powers, obligations and duties set forth in the LLC Agreement, and (iii) assume the MCK Promissory Note (the “IPCo Membership Consideration” and, together with the Non-IP Membership Consideration, the “MCK Membership Consideration”). On the Closing Date, the Company shall repay the MCK Promissory Note Principal Amount in full satisfaction thereof in immediately available funds by wire transfer to an account of MCK with a bank in New York City designated by MCKamended, by notice to the Company, which notice shall be delivered not later than two Business Days prior to the Closing Date (the “MCK Note Payment”)virtue of Section 4(2) thereunder. (vii) Immediately after consummation of the Echo Contributions and Transfer and the MCK Contributions, the Company shall contribute all the assets and liabilities from the Echo Contributions and Transfer and the MCK Contributions to NewCo Intermediate Holdings, which in turn shall contribute all the assets and liabilities from the Echo Contributions and Transfer and the MCK Contributions to NewCo Holdings, in each case for which no additional equity interests of NewCo Intermediate Holdings or NewCo Holdings will be issued.

At the Closing. (i) Echo shallIf the Purchase Price is a positive number, Purchaser shall deliver the Purchase Price to Seller, and if the Echo Shareholders Purchase Price is a negative number, Seller shall cause Echo todeliver the absolute value of the Purchase Price to Purchaser, contributein either case by wire transfer of immediately available funds; (ii) Seller shall deliver to Purchaser: (1) A xxxx of sale in substantially the form of Exhibit 2.4(b)(ii)(1), conveypursuant to which the Personal Property and the Loans shall be transferred to Purchaser; (2) An assignment and assumption agreement in substantially the form of Exhibit 2.4(b)(ii)(2), transferwith respect to the Assumed Liabilities; (3) Subject to the provisions of Section 2.7, assign such consents as shall be required pursuant to the terms of such Tenant Leases in connection with the assignment thereof to Purchaser; (4) Seller’s keys to the safe deposit boxes and deliverall other records as exist and are in Seller’s possession or control related to the safe deposit box business at the Branches; (5) The Records, or cause including Seller’s files and records related to the Loans, the Loan Documents and the collateral for the Loans; (6) The contracts agreements, leases and other documentation related to the Acquired Assets and Assumed Liabilities; (7) Cash on Hand; (8) Such other Acquired Assets to be contributed, conveyed, transferred, assigned purchased as shall be capable of physical delivery; (9) An executed lease agreement between Seller and delivered, Purchaser for the facilities and furniture currently occupied by Seller’s trust and brokerage departments as described in Section 6.9 (the “Lease Agreement”) substantially in the form of Exhibit 2.4(b)(ii)(9); (10) An executed data processing agreement between Seller and Purchaser substantially in the form of Exhibit 2.4(b)(ii)(10); (11) Duly executed General Warranty Deeds in recordable form reasonably acceptable to Purchaser conveying to Purchaser marketable fee simple title to the CompanyOwned Real Property, free and clear of all Liens (other than liens subject only to Permitted Liens), and the Company will accept from Echo, shares of common stock of Echo Holdco representing the Echo Contributed Percentage of the issued and outstanding capital stock of Echo Holdco, subject to the terms and conditions of this Agreement (the “Echo Contribution”). In consideration of the Echo Contribution, the Company shall, at the Closing, (A) issue Units to Echo representing a Membership Percentage equal to 30.0% (before taking into account the Employee Pool), subject to adjustment as set forth herein, and Echo shall accept such Units, and (B) admit Echo as a Member, with the rights, powers, obligations and duties set forth in the LLC Agreement (the “Echo Membership Consideration”). (ii) Each outstanding and unexercised vested (or vesting upon the Closing) Echo Holdco Option with an exercise price less than the Echo Per Share Purchase Price shall immediately and automatically be forfeited and cancelled, and the Echo Optionholder thereof (a “Vested Optionholder”) shall be entitled to receive in exchange therefor (i) an amount of the Echo Purchase Price (including any additional payments pursuant to Section 2.03(a)) equal to such Vested Optionholder’s pro rata portion (based on such Vested Optionholder’s Echo Deemed Option Shares Outstanding) of the Total Echo Option Cash Amount and (ii) Echo Securities (with equivalent value to such vested (or vesting upon the Closing) Echo Holdco Options other than those Echo Holdco Options receiving a portion of the Echo Purchase Price in clause (i) above) subject to terms to be agreed upon by MCK, Echo and Echo Holdco. (iii) Each Echo Holdco Option (i) that was outstanding but unvested immediately prior to the Closing and (ii) that was outstanding and vested (or vesting upon the Closing) with an exercise price greater than or equal to the Echo Per Share Purchase Price, shall immediately and automatically be forfeited and cancelled and the Echo Optionholder thereof shall be entitled to receive in exchange thereof Echo Securities (with equivalent value to such Echo Holdco Options) subject to terms to be agreed upon by MCK, Echo and Echo Holdco. (iv) The Echo Shareholders shall sell to the Company, and the Company will purchase from the Echo Shareholders, free and clear of all Liens (other than Permitted Liens), shares of common stock of Echo Holdco (allocated among the Echo Shareholders as determined by Echo Holdco prior to Closing and set forth on the Estimated Echo Closing Statement) representing the Echo Purchase Price Percentage of the issued and outstanding capital stock of Echo Holdco, subject to the terms and conditions of this Agreement (the “Echo Holdco Share Transfer” and, together with the Echo Contribution, the “Echo Contributions and Transfers”). At the Closing, the Company shall deliver to the Echo Shareholders, as the aggregate purchase price for the shares transferred to the Company pursuant to the Echo Holdco Share Transfer and Vested Optionholders, an amount equal to the Echo Purchase Price, in immediately available funds by wire transfer to accounts for the benefit of the Echo with a bank in the United States designated by the Echo Representative by notice to the Company, which notice shall be delivered not later than two Business Days prior to the Closing Date (the “Echo Holdco Sale Consideration” and, together with the Echo Membership Consideration, the “Echo Membership and Sale Consideration”). (v) MCK shall cause one or more of its wholly-owned, direct or indirect Subsidiaries (each, an “MCK Contributor”) to contribute, convey, transfer, assign and deliver, or cause to be contributed, conveyed, transferred, assigned and delivered, to the Company, free and clear of all Liens (other than Permitted Liens), and the Company will accept from the MCK Contributors, 100% of the Core MTS Business (including the MCK Licensed Intellectual Property but excluding the MCK IPCo Owned Intellectual Property and the equity interests of certain MCK Contributed Entities (the “MCK DRE Contributed Entities”)), subject to the terms and conditions of this Agreement (the “Non-IP Contribution”). In consideration of the Non-IP Contribution, the Company shall, at the Closing, (i) issue Units to the MCK Contributors representing an aggregate Membership Percentage equal to the Non-IP Initial Percentage, subject to adjustment as set forth herein, and MCK shall cause the MCK Contributors to accept such Units, and (ii) admit each MCK Contributor as a Member, with the rights, powers, obligations and duties set forth in the LLC Agreement (the “Non-IP Membership Consideration”). (vi) MCK shall cause MCK IPCo to contribute, convey, transfer, assign and deliver, or cause to be contributed, conveyed, transferred, assigned and delivered, to the Company, free and clear of all Liens (other than Permitted Liens), and the Company will accept from MCK IPCo, the MCK IPCo Owned Intellectual Property and the equity interests of the MCK DRE Contributed Entities, subject to the terms and conditions of this Agreement (the “MCK IPCo Contribution” and, together with the Non-IP Contribution, the “MCK Contributions”). In consideration of the MCK IPCo Contribution, the Company shall, at the Closing, (i) issue Units to MCK IPCo representing a Membership Percentage equal to the MCK IPCo Initial Percentage, subject to adjustment as set forth herein, and MCK shall cause MCK IPCo to accept such Units, (ii) admit MCK IPCo as a Member, with the rights, powers, obligations and duties set forth in the LLC Agreement, and (iii) assume the MCK Promissory Note (the “IPCo Membership Consideration” and, together with the Non-IP Membership Consideration, the “MCK Membership Consideration”). On the Closing Date, the Company shall repay the MCK Promissory Note Principal Amount in full satisfaction thereof in immediately available funds by wire transfer to an account of MCK with a bank in New York City designated by MCK, by notice to the Company, which notice shall be delivered not later than two Business Days prior to the Closing Date (the “MCK Note Payment”). (vii) Immediately after consummation of the Echo Contributions and Transfer and the MCK Contributions, the Company shall contribute all the assets and liabilities from the Echo Contributions and Transfer and the MCK Contributions to NewCo Intermediate Holdings, which in turn shall contribute all the assets and liabilities from the Echo Contributions and Transfer and the MCK Contributions to NewCo Holdings, in each case for which no additional equity interests of NewCo Intermediate Holdings or NewCo Holdings will be issued.Encumbrances;

At the Closing. (i) Echo shallthe Seller Group shall execute and deliver to the Buyer Group such bills of sale, endorsements, assignments in the form attached hereto as Exhibit H and such other documents as may be reasonably necessary or appropriate to assign, convey, transfer and deliver to the Buyer Group good and valid title to the Assets free of any Encumbrances (except as otherwise disclosed in the Disclosure Schedule); (ii) the Buyer Group shall pay the LPI Cash Consideration to LPI, the TMS Cash Consideration to TMS, and the Echo Shareholders SP Cash Consideration to SP as contemplated by Sections 1.2(a)(i)(1), 1.2(a)(ii)(1) and 1.2(a)(iii)(1); (iii) the Buyer Group shall cause Echo toissue and deliver the LPI Closing Note to LPI and the SP Closing Note to SP, contributeas contemplated by Sections 1.2(a)(i)(2) and 1.2(a)(iii)(2); (iv) Parent, conveythe Agent and the Escrow Agent shall execute and deliver the Escrow Agreement; the Buyer Group shall issue the LPI Escrow Note to LPI and the SP Escrow Note to SP; and the Buyer Group shall deposit the Escrow Notes into the Escrow Account, transferas contemplated by Section 1.2(a)(iv); (v) the Buyer Group shall pay to the applicable Seller Group Entities the Reimbursement Amount, assign as contemplated by Section 1.2(a)(v); (vi) Parent shall pay the Audit Expense to LPI (not to exceed $105,000), as contemplated by Section 1.2(b); (vii) Jxx Xxxxxxxx shall enter into a Proprietary Information Agreement in the form of Exhibit I-1 attached hereto; and each Seller Group Entity shall execute and deliver, or and shall cause to be contributed, conveyed, transferred, assigned and delivered, to each of the Company, free and clear of all Liens Stockholders (other than Permitted Liens)Jxx Xxxxxxxx) to execute and deliver to the Buyer Group, a Non-Competition Agreement in the form of Exhibit I-2 attached hereto; (viii) Parent shall execute and deliver to LPI and SP a Pledge Agreement in the Company form of Exhibit J attached hereto; (ix) SP Acquisition Sub will accept execute and deliver to LPI and SP a Security Agreement and Accommodation Security Agreement in the form of Exhibit K attached hereto; (x) SP Acquisition Sub will execute and deliver to SP a Mortgage of Copyright and Security Agreement and a Trademark Security Agreement in the forms of Exhibits L and M attached hereto, respectively; (xi) SP Acquisition Sub will execute and deliver to LPI a Mortgage of Copyright and Security Agreement and an Accommodation Trademark Security Agreement in the forms of Exhibits N and O attached hereto, respectively. (xii) The Seller Group shall deliver to the Buyer Group an opinion letter from EchoLoeb & Loeb LLP, shares dated the Closing Date, in the form of common stock Exhibit P attached hereto; (xiii) The Buyer Group shall deliver to the Seller Group an opinion letter from Hxxxxx Xxxx Nemerovski Cxxxxx Xxxx & Rabkin, A Professional Corporation, dated the Closing Date, in the form of Echo Holdco representing the Echo Contributed Percentage Exhibit Q attached hereto; and (xiv) Each of the issued Consents identified on Exhibit R attached hereto shall have been obtained and outstanding capital stock shall be in full force and effect. (xv) Each of Echo Holdco, subject to the terms Stockholders shall have executed and conditions delivered a letter agreement in favor of this Agreement the Buyer Group Indemnitees in the form attached hereto as Exhibit S (the “Echo Contribution”). In consideration of the Echo Contribution, the Company shall, at the Closing, (A) issue Units to Echo representing a Membership Percentage equal to 30.0% (before taking into account the Employee Pool), subject to adjustment as set forth herein, and Echo shall accept such Units, and (B) admit Echo as a Member, with the rights, powers, obligations and duties set forth in the LLC Agreement (the “Echo Membership ConsiderationStockholder Letter Agreement”). (iixvi) Each outstanding The Buyer Group shall provide to the Seller Group evidence that the Buyer Group has obtained insurance with respect to the Assets and unexercised vested (or vesting upon business acquired from the Closing) Echo Holdco Option with an exercise price less than the Echo Per Share Purchase Price shall immediately and automatically be forfeited and cancelled, and the Echo Optionholder thereof (a “Vested Optionholder”) shall be entitled to receive in exchange therefor (i) an amount of the Echo Purchase Price Seller Group (including any additional payments pursuant errors and omissions and print publisher’s insurance) on terms reasonably acceptable to Section 2.03(a)) equal to such Vested Optionholder’s pro rata portion (based on such Vested Optionholder’s Echo Deemed Option Shares Outstanding) of the Total Echo Option Cash Amount and (ii) Echo Securities (with equivalent value to such vested (or vesting upon the Closing) Echo Holdco Options other than those Echo Holdco Options receiving a portion of the Echo Purchase Price in clause (i) above) subject to terms to be agreed upon by MCK, Echo and Echo HoldcoAgent. (iii) Each Echo Holdco Option (i) that was outstanding but unvested immediately prior to the Closing and (ii) that was outstanding and vested (or vesting upon the Closing) with an exercise price greater than or equal to the Echo Per Share Purchase Price, shall immediately and automatically be forfeited and cancelled and the Echo Optionholder thereof shall be entitled to receive in exchange thereof Echo Securities (with equivalent value to such Echo Holdco Options) subject to terms to be agreed upon by MCK, Echo and Echo Holdco. (ivxvii) The Echo Shareholders shall sell to the Company, and the Company will purchase from the Echo Shareholders, free and clear of all Liens (other than Permitted Liens), shares of common stock of Echo Holdco (allocated among the Echo Shareholders as determined by Echo Holdco prior to Closing and set forth on the Estimated Echo Closing Statement) representing the Echo Purchase Price Percentage of the issued and outstanding capital stock of Echo Holdco, subject to the terms and conditions of this Agreement (the “Echo Holdco Share Transfer” and, together with the Echo Contribution, the “Echo Contributions and Transfers”). At the Closing, the Company Seller Group shall deliver to the Echo Shareholders, as the aggregate purchase price for the shares transferred to the Company pursuant to the Echo Holdco Share Transfer and Vested Optionholders, an amount equal to the Echo Purchase Price, in immediately available funds by wire transfer to accounts for the benefit Buyer Group a complete listing of the Echo with a bank in the United States designated by the Echo Representative by notice to the Company, which notice shall be delivered not later than two Business Days prior to the Closing Date all Seller Group A/R (the “Echo Holdco Sale Consideration” and, together with the Echo Membership Consideration, the “Echo Membership and Sale ConsiderationSeller Group A/R Schedule”). (vxviii) MCK The Seller Group shall cause one or more of its wholly-owned, direct or indirect Subsidiaries (each, an “MCK Contributor”) to contribute, convey, transfer, assign and deliver, or cause to be contributed, conveyed, transferred, assigned and delivered, deliver to the CompanyBuyer Group or its Representatives, free and clear in electronic format, a list of all Liens (other than Permitted Liens), and paid subscribers to the Company will accept from the MCK Contributors, 100% Seller Group Magazines as of the Core MTS Business (including the MCK Licensed Intellectual Property but excluding the MCK IPCo Owned Intellectual Property and the equity interests of certain MCK Contributed Entities Cutoff Time (the “MCK DRE Contributed Entities”)), subject to the terms and conditions of this Agreement (the “Non-IP Contribution”). In consideration of the Non-IP Contribution, the Company shall, at the Closing, (i) issue Units to the MCK Contributors representing an aggregate Membership Percentage equal to the Non-IP Initial Percentage, subject to adjustment as set forth herein, and MCK shall cause the MCK Contributors to accept such Units, and (ii) admit each MCK Contributor as a Member, with the rights, powers, obligations and duties set forth in the LLC Agreement (the “Non-IP Membership ConsiderationSeller Group Subscription List”). (vi) MCK shall cause MCK IPCo to contribute, convey, transfer, assign and deliver, or cause to be contributed, conveyed, transferred, assigned and delivered, to the Company, free and clear of all Liens (other than Permitted Liens), and the Company will accept from MCK IPCo, the MCK IPCo Owned Intellectual Property and the equity interests of the MCK DRE Contributed Entities, subject to the terms and conditions of this Agreement (the “MCK IPCo Contribution” and, together with the Non-IP Contribution, the “MCK Contributions”). In consideration of the MCK IPCo Contribution, the Company shall, at the Closing, (i) issue Units to MCK IPCo representing a Membership Percentage equal to the MCK IPCo Initial Percentage, subject to adjustment as set forth herein, and MCK shall cause MCK IPCo to accept such Units, (ii) admit MCK IPCo as a Member, with the rights, powers, obligations and duties set forth in the LLC Agreement, and (iii) assume the MCK Promissory Note (the “IPCo Membership Consideration” and, together with the Non-IP Membership Consideration, the “MCK Membership Consideration”). On the Closing Date, the Company shall repay the MCK Promissory Note Principal Amount in full satisfaction thereof in immediately available funds by wire transfer to an account of MCK with a bank in New York City designated by MCK, by notice to the Company, which notice shall be delivered not later than two Business Days prior to the Closing Date (the “MCK Note Payment”). (vii) Immediately after consummation of the Echo Contributions and Transfer and the MCK Contributions, the Company shall contribute all the assets and liabilities from the Echo Contributions and Transfer and the MCK Contributions to NewCo Intermediate Holdings, which in turn shall contribute all the assets and liabilities from the Echo Contributions and Transfer and the MCK Contributions to NewCo Holdings, in each case for which no additional equity interests of NewCo Intermediate Holdings or NewCo Holdings will be issued.

At the Closing. (i) Echo shallSeller shall transfer to Buyer, good and the Echo Shareholders shall cause Echo to, contribute, convey, transfer, assign and deliver, or cause to be contributed, conveyed, transferred, assigned and delivered, marketable title to the CompanySeller's Common Stock, free and clear of any and all Liens (other than Permitted Liens)liens, claims, encumbrances and adverse interests of any kind, by delivering to Escrow Agent the Company will accept from Echo, shares of common stock of Echo Holdco certificates representing the Echo Contributed Percentage of the issued and outstanding capital Seller's Common Stock in negotiable form, duly endorsed in blank, or with stock of Echo Holdco, subject to the terms and conditions of this Agreement (the “Echo Contribution”). In consideration of the Echo Contribution, the Company shall, at the Closing, (A) issue Units to Echo representing a Membership Percentage equal to 30.0% (before taking into account the Employee Pool), subject to adjustment as set forth herein, and Echo shall accept such Units, and (B) admit Echo as a Member, with the rights, powers, obligations and duties set forth in the LLC Agreement (the “Echo Membership Consideration”).transfer powers attached thereto; (ii) Each outstanding Seller shall deliver to Escrow Agent the resignations of all the officers and unexercised vested directors of the Company (with the dates left blank) and their written appointment of one or vesting upon more persons designated by Buyer as successor officers and directors; (iii) Seller shall cause to be made available the Closingbooks and records of the Company to Buyer; (iv) Echo Holdco Option with an exercise price less than Buyer shall deliver to Escrow Agent the Echo Per Share Purchase Price shall by delivering either 1) a check drawn on a US bank made payable to "Gottbetter & Partners, LLP, as Escrow Agent" for the full amount of the Purchase Price; or 2) a wire transfer with immediately and automatically be forfeited and cancelledavailable U.S. funds for the full amount of the Purchase Price PLUS ALL WIRE TRANSFER FEES to: Gottbetter & Partners, and LLP Iola Account Citibank N.A. 330 Madison Xxxnue New York, New York 10017 XXX Xxxxxxx Xx.: 000000000 Xxxxxxx Xo.: 49061322 Rxxxxxxxx: (Your Name) for AGMN (The itxxx xx xe delivered to the Echo Optionholder thereof Escrow Agent described in Section 2 (a “Vested Optionholder”b) shall be entitled to receive in exchange therefor (i) an amount through (iv) above, are collectively referred to as the "Closing Materials"). As soon as practicable following (i) the execution of this Agreement; (ii) Escrow Agent's receipt of the Echo Purchase Price; (iii) Escrow Agent's receipt of the Closing Materials; and (iv) the fulfillment of each of the Post-Closing Conditions, unless waived in accordance herein, the Escrow Agent shall (i) release the Purchase Price (including any additional payments pursuant from escrow and deliver same to Section 2.03(a)) equal to such Vested Optionholder’s pro rata portion (based on such Vested Optionholder’s Echo Deemed Option Shares Outstanding) of the Total Echo Option Cash Amount Seller; and (ii) Echo Securities (with equivalent value deliver the Seller's Common Stock to such vested (the Buyer. Notwithstanding anything to the contrary set forth in this Agreement, Escrow Agent shall not release the Purchase Price to Seller unless Escrow Agent has simultaneously or vesting upon prior thereto delivered or arranged for the Closing) Echo Holdco Options other than those Echo Holdco Options receiving a portion delivery of the Echo Purchase Price in clause (i) above) subject Seller's Common Stock to terms to be agreed upon by MCK, Echo and Echo Holdco. (iii) Each Echo Holdco Option (i) that was outstanding but unvested immediately prior to the Closing and (ii) that was outstanding and vested (or vesting upon the Closing) with an exercise price greater than or equal to the Echo Per Share Purchase Price, shall immediately and automatically be forfeited and cancelled and the Echo Optionholder thereof shall be entitled to receive in exchange thereof Echo Securities (with equivalent value to such Echo Holdco Options) subject to terms to be agreed upon by MCK, Echo and Echo Holdco. (iv) The Echo Shareholders shall sell to the Company, and the Company will purchase from the Echo Shareholders, free and clear of all Liens (other than Permitted Liens), shares of common stock of Echo Holdco (allocated among the Echo Shareholders as determined by Echo Holdco prior to Closing and set forth on the Estimated Echo Closing Statement) representing the Echo Purchase Price Percentage of the issued and outstanding capital stock of Echo Holdco, subject to the terms and conditions of this Agreement (the “Echo Holdco Share Transfer” and, together with the Echo Contribution, the “Echo Contributions and Transfers”)Buyer. At any time and from time to time after the Closing, the Company Parties shall duly execute, acknowledge and deliver to the Echo Shareholdersall such further assignments, as the aggregate purchase price for the shares transferred to the Company pursuant to the Echo Holdco Share Transfer conveyances, instruments and Vested Optionholdersdocuments, an amount equal to the Echo Purchase Price, in immediately available funds by wire transfer to accounts for the benefit of the Echo with a bank in the United States designated by the Echo Representative by notice to the Company, which notice and shall be delivered not later than two Business Days prior to the Closing Date (the “Echo Holdco Sale Consideration” and, together take such other action consistent with the Echo Membership Consideration, the “Echo Membership and Sale Consideration”). (v) MCK shall cause one or more of its wholly-owned, direct or indirect Subsidiaries (each, an “MCK Contributor”) to contribute, convey, transfer, assign and deliver, or cause to be contributed, conveyed, transferred, assigned and delivered, to the Company, free and clear of all Liens (other than Permitted Liens), and the Company will accept from the MCK Contributors, 100% of the Core MTS Business (including the MCK Licensed Intellectual Property but excluding the MCK IPCo Owned Intellectual Property and the equity interests of certain MCK Contributed Entities (the “MCK DRE Contributed Entities”)), subject to the terms and conditions of this Agreement (to carry out the “Non-IP Contribution”). In consideration of the Non-IP Contribution, the Company shall, at the Closing, (i) issue Units to the MCK Contributors representing an aggregate Membership Percentage equal to the Non-IP Initial Percentage, subject to adjustment as set forth herein, and MCK shall cause the MCK Contributors to accept such Units, and (ii) admit each MCK Contributor as a Member, with the rights, powers, obligations and duties set forth in the LLC Agreement (the “Non-IP Membership Consideration”)transactions contemplated by this Agreement. (vi) MCK shall cause MCK IPCo to contribute, convey, transfer, assign and deliver, or cause to be contributed, conveyed, transferred, assigned and delivered, to the Company, free and clear of all Liens (other than Permitted Liens), and the Company will accept from MCK IPCo, the MCK IPCo Owned Intellectual Property and the equity interests of the MCK DRE Contributed Entities, subject to the terms and conditions of this Agreement (the “MCK IPCo Contribution” and, together with the Non-IP Contribution, the “MCK Contributions”). In consideration of the MCK IPCo Contribution, the Company shall, at the Closing, (i) issue Units to MCK IPCo representing a Membership Percentage equal to the MCK IPCo Initial Percentage, subject to adjustment as set forth herein, and MCK shall cause MCK IPCo to accept such Units, (ii) admit MCK IPCo as a Member, with the rights, powers, obligations and duties set forth in the LLC Agreement, and (iii) assume the MCK Promissory Note (the “IPCo Membership Consideration” and, together with the Non-IP Membership Consideration, the “MCK Membership Consideration”). On the Closing Date, the Company shall repay the MCK Promissory Note Principal Amount in full satisfaction thereof in immediately available funds by wire transfer to an account of MCK with a bank in New York City designated by MCK, by notice to the Company, which notice shall be delivered not later than two Business Days prior to the Closing Date (the “MCK Note Payment”). (vii) Immediately after consummation of the Echo Contributions and Transfer and the MCK Contributions, the Company shall contribute all the assets and liabilities from the Echo Contributions and Transfer and the MCK Contributions to NewCo Intermediate Holdings, which in turn shall contribute all the assets and liabilities from the Echo Contributions and Transfer and the MCK Contributions to NewCo Holdings, in each case for which no additional equity interests of NewCo Intermediate Holdings or NewCo Holdings will be issued.

At the Closing. (i) Echo shall, and the Echo Shareholders shall cause Echo to, contribute, convey, transfer, assign and deliver, or cause to be contributed, conveyed, transferred, assigned and delivered, to the Company, free and clear of all Liens (other than Permitted Liens), and the Company will accept from Echo, shares of common stock of Echo Holdco representing the Echo Contributed Percentage of the issued and outstanding capital stock of Echo Holdco, subject to the terms and conditions of this Agreement (the “Echo Contribution”). In consideration of the Echo Contribution, the Company shall, at the Closing, (A) issue Units to Echo representing a Membership Percentage equal to 30.0% (before taking into account the Employee Pool), subject to adjustment as set forth herein, and Echo shall accept such Units, and (B) admit Echo as a Member, with the rights, powers, obligations and duties set forth in the LLC Agreement (the “Echo Membership Consideration”). (ii) Each outstanding and unexercised vested (or vesting upon the Closing) Echo Holdco Option with an exercise price less than the Echo Per Share Purchase Price shall immediately and automatically be forfeited and cancelled, and the Echo Optionholder thereof (a “Vested Optionholder”) shall be entitled to receive in exchange therefor (i) an amount of the Echo Purchase Price (including any additional payments pursuant to Section 2.03(a)) equal to such Vested Optionholder’s pro rata portion (based on such Vested Optionholder’s Echo Deemed Option Shares Outstanding) of the Total Echo Option Cash Amount and (ii) Echo Securities (with equivalent value to such vested (or vesting upon the Closing) Echo Holdco Options other than those Echo Holdco Options receiving a portion of the Echo Purchase Price in clause (i) above) subject to terms to be agreed upon by MCK, Echo and Echo Holdco. (iii) Each Echo Holdco Option (i) that was outstanding but unvested immediately prior to the Closing and (ii) that was outstanding and vested (or vesting upon the Closing) with an exercise price greater than or equal to the Echo Per Share Purchase Price, shall immediately and automatically be forfeited and cancelled and the Echo Optionholder thereof shall be entitled to receive in exchange thereof Echo Securities (with equivalent value to such Echo Holdco Options) subject to terms to be agreed upon by MCK, Echo and Echo Holdco. (iv) The Echo Shareholders shall sell to the Company, and the Company will purchase from the Echo Shareholders, free and clear of all Liens (other than Permitted Liens), shares of common stock of Echo Holdco (allocated among the Echo Shareholders as determined by Echo Holdco prior to Closing and set forth on the Estimated Echo Closing Statement) representing the Echo Purchase Price Percentage of the issued and outstanding capital stock of Echo Holdco, subject to the terms and conditions of this Agreement (the “Echo Holdco Share Transfer” and, together with the Echo Contribution, the “Echo Contributions and Transfers”). At the Closing, the Company Buyer shall deliver to the Echo ShareholdersCellStar, as the aggregate purchase price for the shares transferred to the Company pursuant to the Echo Holdco Share Transfer and Vested Optionholders, an amount equal to the Echo Purchase Price, in immediately available funds by wire transfer to accounts for the benefit of the Echo with a bank in the United States designated by the Echo Representative by notice to the Company, which notice shall be delivered not later than two Business Days prior to the Closing Date (the “Echo Holdco Sale Consideration” and, together with the Echo Membership Consideration, the “Echo Membership and Sale Consideration”). (v) MCK shall cause one or more of its wholly-owned, direct or indirect Subsidiaries (each, an “MCK Contributor”) to contribute, convey, transfer, assign and deliver, or cause to be contributed, conveyed, transferred, assigned and delivered, to the Company, free and clear of all Liens (other than Permitted Liens), and the Company will accept from the MCK Contributors, 100% of the Core MTS Business (including the MCK Licensed Intellectual Property but excluding the MCK IPCo Owned Intellectual Property and the equity interests of certain MCK Contributed Entities (the “MCK DRE Contributed Entities”)), subject to the terms and conditions of this Agreement (the “Non-IP Contribution”). In consideration of the Non-IP Contribution, the Company shall, at the Closing, (i) issue Units to the MCK Contributors representing an aggregate Membership Percentage equal to the Non-IP Initial Percentage, subject to adjustment as set forth herein, and MCK shall cause the MCK Contributors to accept such Units, and (ii) admit each MCK Contributor as a Member, with the rights, powers, obligations and duties set forth in the LLC Agreement (the “Non-IP Membership Consideration”). (vi) MCK shall cause MCK IPCo to contribute, convey, transfer, assign and deliver, or cause to be contributed, conveyed, transferred, assigned and delivered, to the Company, free and clear of all Liens (other than Permitted Liens), and the Company will accept from MCK IPCo, the MCK IPCo Owned Intellectual Property and the equity interests of the MCK DRE Contributed Entities, subject to the terms and conditions of this Agreement (the “MCK IPCo Contribution” and, together with the Non-IP Contribution, the “MCK Contributions”). In consideration of the MCK IPCo Contribution, the Company shall, at the Closing, (i) issue Units to MCK IPCo representing a Membership Percentage equal to the MCK IPCo Initial Percentage, subject to adjustment as set forth herein, and MCK shall cause MCK IPCo to accept such Units, (ii) admit MCK IPCo as a Member, with the rights, powers, obligations and duties set forth in the LLC Agreement, and (iii) assume the MCK Promissory Note (the “IPCo Membership Consideration” and, together with the Non-IP Membership Consideration, the “MCK Membership Consideration”). On the Closing Date, the Company shall repay the MCK Promissory Note Principal Amount in full satisfaction thereof in immediately available funds by wire transfer to an account of MCK with a bank in New York City or accounts designated by MCK, CellStar by notice to the Company, which Buyer (such notice shall to be delivered to Buyer not later than two (2) Business Days prior to the Closing Date Date), an amount equal to the Purchase Price, minus the Escrow Amount, (A) plus the “MCK Note Payment”).Estimated Net Working Capital Adjustment Amount, as an adjustment to the Purchase Price, if Estimated Net Working Capital exceeds Baseline Net Working Capital, or (B) minus the Estimated Net Working Capital Adjustment Amount, as an adjustment to the Purchase Price, if Baseline Net Working Capital exceeds Estimated Net Working Capital; (viiii) Immediately after consummation The Sellers and Buyer shall enter into the Transaction Documents such Parties are to be a party thereto (other than this Agreement); (iii) The Sellers shall deliver certificates, in form and substance reasonably satisfactory to Buyer, from CellStar and its relevant Subsidiaries, duly executed and acknowledged, certifying that the transactions contemplated by this Agreement are exempt from withholding under Section 1445 of the Echo Contributions Code; (iv) The Sellers shall deliver to Buyer such deeds, bills of sale, assignments of all Seller Intangibles (including all Intellectual Property Rights in respect thereof but not including the Excluded Foreign Intangibles), endorsements, Consents, assignments and Transfer other good and sufficient instruments of conveyance and assignment in form and substance reasonably satisfactory to Buyer, as the MCK ContributionsParties and their respective counsel shall deem reasonably necessary to vest in Buyer all right, title and interest in, to and under the Company Purchased Assets and to evidence Buyer's assumption of the Assumed Liabilities free and clear of all Liens, other than Permitted Liens; and (v) Buyer and CellStar shall contribute all the assets and liabilities from the Echo Contributions and Transfer and the MCK Contributions deliver or shall cause to NewCo Intermediate Holdings, which in turn shall contribute all the assets and liabilities from the Echo Contributions and Transfer and the MCK Contributions be delivered such other documents as may be required pursuant to NewCo Holdings, in each case for which no additional equity interests of NewCo Intermediate Holdings or NewCo Holdings will be issuedArticle 9 hereof.

At the Closing. (i) Echo shall, and the Echo Shareholders Sellers shall cause Echo to, contribute, convey, transfer, assign and deliver, or cause to be contributed, conveyed, transferred, assigned and delivered, deliver to the CompanyBuyer the various certificates, free instruments and clear of all Liens (documents referred to in Section 5.1, as well as such other than Permitted Liens)certificates, instruments and documents as the Company will accept from Echo, shares of common stock of Echo Holdco representing the Echo Contributed Percentage of the issued and outstanding capital stock of Echo Holdco, subject to the terms and conditions of this Agreement (the “Echo Contribution”). In consideration of the Echo Contribution, the Company shall, at the Closing, (A) issue Units to Echo representing a Membership Percentage equal to 30.0% (before taking into account the Employee Pool), subject to adjustment as set forth herein, and Echo shall accept such Units, and (B) admit Echo as a Member, with the rights, powers, obligations and duties set forth in the LLC Agreement (the “Echo Membership Consideration”).Buyer may reasonably request; (ii) Each outstanding the Buyer shall deliver to the Sellers the various certificates, instruments and unexercised vested (or vesting upon documents referred to in Section 5.2, as well as such other certificates, instruments and documents as the Closing) Echo Holdco Option with an exercise price less than the Echo Per Share Purchase Price shall immediately and automatically be forfeited and cancelled, and the Echo Optionholder thereof (a “Vested Optionholder”) shall be entitled to receive in exchange therefor (i) an amount of the Echo Purchase Price (including any additional payments pursuant to Section 2.03(a)) equal to such Vested Optionholder’s pro rata portion (based on such Vested Optionholder’s Echo Deemed Option Shares Outstanding) of the Total Echo Option Cash Amount and (ii) Echo Securities (with equivalent value to such vested (or vesting upon the Closing) Echo Holdco Options other than those Echo Holdco Options receiving a portion of the Echo Purchase Price in clause (i) above) subject to terms to be agreed upon by MCK, Echo and Echo Holdco.Sellers may reasonably request; (iii) Each Echo Holdco Option (i) that was outstanding but unvested the Sellers shall deliver by wire transfer of immediately prior available funds to the Closing and (ii) that was outstanding and vested (or vesting upon the Closing) with Escrow Agent an exercise price greater than or amount equal to the Echo Per Share Purchase Price, shall immediately and automatically be forfeited and cancelled and the Echo Optionholder thereof shall be entitled to receive in exchange thereof Echo Securities (with equivalent value to such Echo Holdco Options) subject to terms to be agreed upon by MCK, Echo and Echo Holdco.Indemnity Escrow Amount; (iv) The Echo Shareholders shall sell to the Company, and the Company will purchase upon confirmation from the Echo ShareholdersEscrow Agent that the Sellers have delivered the Indemnity Escrow Amount, free and clear of all Liens (other than Permitted Liens), shares of common stock of Echo Holdco (allocated among then the Echo Shareholders as determined by Echo Holdco prior to Closing and set forth on the Estimated Echo Closing Statement) representing the Echo Purchase Price Percentage of the issued and outstanding capital stock of Echo Holdco, subject to the terms and conditions of this Agreement (the “Echo Holdco Share Transfer” and, together with the Echo Contribution, the “Echo Contributions and Transfers”). At the Closing, the Company Buyer shall deliver to an account designated by the Echo ShareholdersSellers, as the aggregate purchase price for the shares transferred to the Company pursuant to the Echo Holdco Share Transfer and Vested Optionholdersby wire transfer of immediately available funds, an amount equal to the Echo Preliminary Purchase Price, in immediately available funds by wire transfer Price (excluding adjustments pursuant to accounts Sections 1.4 and 1.6 which are accounted for the benefit of the Echo with a bank in the United States designated by Escrow Amount) less (A) the Echo Representative by notice Deposit (which the Parties shall instruct the Escrow Agent to deliver to the CompanySellers), which notice shall be delivered not later than two Business Days prior to less (B) the Closing Date Estimated Purchase Price Adjustment; less (C) the “Echo Holdco Sale Consideration” Plan Escrow Amount and, together with ; less (D) the Echo Membership Consideration, the “Echo Membership and Sale Consideration”)Inventory Escrow Amount. (v) MCK the Buyer shall cause one or more deliver by wire transfer of its wholly-ownedimmediately available funds to an account designated by the escrow agent (the "Escrow Agent") under an escrow agreement, direct or indirect Subsidiaries in form and substance reasonably satisfactory to the Parties, to be entered into among the Sellers, the Buyer and the Escrow Agent (eachthe "Escrow Agreement"), an “MCK Contributor”amount equal to the Estimated Purchase Price Adjustment, the Plan Escrow Amount and the Inventory Escrow Amount, to be held and disbursed along with the Indemnity Escrow Amount in accordance with the Escrow Agreement and Section 1.6 hereof; (vi) the Sellers shall execute and deliver to contributethe Buyer (A) a xxxx of sale in form and substance to be mutually agreed upon by the Parties, convey(B) an assignment agreement with respect to the Assigned Contracts and Leases in form and substance to be mutually agreed upon by the Parties, (C) a warranty deed in form and substance to be mutually agreed upon by the Parties with respect to each item of Owned Real Property, together with the Title Policy; (D) stock certificate(s) representing the entire outstanding capital stock of MCMS International duly endorsed to the Buyer, together with the stock certificates representing the entire outstanding capital stock of MCMS Malaysia and MCMS China; and (E) such other instruments of conveyance as the Buyer may reasonably request in order to effect the sale, transfer, assign conveyance and deliver, assignment to the Buyer of good title to the Acquired Assets; (vii) the Buyer shall execute and deliver to the Sellers an instrument of assumption in form and substance to be mutually agreed upon by the Parties and such other instruments as the Sellers may reasonably request in order to effect the assumption by the Buyer of the Assumed Liabilities; (viii) the Sellers shall deliver or cause to be contributed, conveyed, transferred, assigned and delivered, delivered to the CompanyBuyer the Approval Order; (ix) the Sellers shall deliver to the Buyer a certificate, free and clear as of all Liens a date not earlier than the day of the entry of the Approval Order, of the Clerk of the Bankruptcy Court certifying as to the absence of the filing of any stay with respect to the Approval Order, or, if a certificate to such effect is not provided by such Clerk, then a certified copy of the court docket for the Bankruptcy Case establishing to the reasonable satisfaction of the Buyer the absence of any such stay as of the Closing Date; (other than Permitted Liens)x) the Sellers shall deliver to the Buyer patent, trademark, service xxxx and/or copyright assignments (which assignments shall be prepared by the Buyer or its counsel with full cooperation of the Sellers, and the Company will accept from Sellers shall request their intellectual property counsel to also cooperate with the MCK ContributorsBuyer or its counsel, 100% and such counsel shall be instructed by the Sellers to provide such cooperation) duly executed by the Sellers and, if applicable, any party to which a security interest was granted or assignment made with respect to the foregoing providing for the assignment and transfer to the Buyer of all of such entity's right, title and interest in and to all patents, copyrights, trademarks, service marks, service names, trade names or any applications therefor and any other Intellectual Property); (xi) the Sellers shall deliver to the Buyer, or otherwise put the Buyer in control of, all of the Core MTS Business Acquired Assets of a tangible nature; and (including xii) the MCK Licensed Intellectual Property but excluding the MCK IPCo Owned Intellectual Property Buyer and the equity interests of certain MCK Contributed Entities (the “MCK DRE Contributed Entities”))Sellers shall execute and deliver to each other cross-receipts and such other instruments, subject documents or agreements, in form and substance reasonable acceptable to the terms and conditions of this Agreement (the “Non-IP Contribution”). In consideration of the Non-IP Contribution, the Company shall, at the Closing, (i) issue Units to the MCK Contributors representing an aggregate Membership Percentage equal to the Non-IP Initial Percentage, subject to adjustment as set forth herein, and MCK shall cause the MCK Contributors to accept such Units, and (ii) admit each MCK Contributor as a Member, with the rights, powers, obligations and duties set forth in the LLC Agreement (the “Non-IP Membership Consideration”). (vi) MCK shall cause MCK IPCo to contribute, convey, transfer, assign and deliver, or cause to be contributed, conveyed, transferred, assigned and delivered, to the Company, free and clear of all Liens (other than Permitted Liens), Buyer and the Company will accept from MCK IPCoSellers, as may be necessary to effect and evidence the MCK IPCo Owned Intellectual Property and the equity interests of the MCK DRE Contributed Entities, subject to the terms and conditions of transactions contemplated by this Agreement (the “MCK IPCo Contribution” and, together with the Non-IP Contribution, the “MCK Contributions”). In consideration of the MCK IPCo Contribution, the Company shall, at the Closing, (i) issue Units to MCK IPCo representing a Membership Percentage equal to the MCK IPCo Initial Percentage, subject to adjustment as set forth herein, and MCK shall cause MCK IPCo to accept such Units, (ii) admit MCK IPCo as a Member, with the rights, powers, obligations and duties set forth in the LLC Agreement, and (iii) assume the MCK Promissory Note (the “IPCo Membership Consideration” and, together with the Non-IP Membership Consideration, the “MCK Membership Consideration”). On the Closing Date, the Company shall repay the MCK Promissory Note Principal Amount in full satisfaction thereof in immediately available funds by wire transfer to an account of MCK with a bank in New York City designated by MCK, by notice to the Company, which notice shall be delivered not later than two Business Days prior to the Closing Date (the “MCK Note Payment”). (vii) Immediately after consummation of the Echo Contributions and Transfer and the MCK Contributions, the Company shall contribute all the assets and liabilities from the Echo Contributions and Transfer and the MCK Contributions to NewCo Intermediate Holdings, which in turn shall contribute all the assets and liabilities from the Echo Contributions and Transfer and the MCK Contributions to NewCo Holdings, in each case for which no additional equity interests of NewCo Intermediate Holdings or NewCo Holdings will be issued.

At the Closing. (i) Echo shallthe Purchaser shall pay to SFG the amount of $1,217,746.84 which shall be used to fund the aggregate retraction price of the Class C Preferred Shares owned by some of the Common Selling Shareholders as more particularly described in Part 1.4 of the Disclosure Schedule, which amount shall be paid by SFG to such holders of the Class C Preferred Shares only upon surrender by such holders of the original share certificates representing the Class C Preferred Shares; (ii) the Purchaser shall pay to SFG the amount of $218,490.23 which shall be used to fund the aggregate retraction price of the Class F Preferred Shares owned by Her Majesty the Queen in right of the Province of British Columbia as more particularly described in Part 1.4 of the Disclosure Schedule, which amount shall be paid by SFG to such holder of the Class F Preferred Shares only upon surrender by such holder of the original share certificates representing the Class F Preferred Shares; (iii) the Purchaser shall pay to SFG the amount of $1,656,390.25 which shall be used to fund the repayment of the principal amount of the Outstanding Long-Term Debt and accrued interest thereon as more particularly described in Part 1.4 of the Disclosure Schedule, which amount shall be paid by SFG to the holders of the Outstanding Long-Term Debt only upon receipt of such releases and discharges as the Purchaser reasonably considers satisfactory; (iv) from amounts received pursuant to Section 1.4(b), $270,000 shall be used to fund the payment of SFG's transaction costs incurred up to the Closing Date in connection with the Transaction (including, without limitation, all legal, accounting and financial advisors costs and expenses); (v) Each of the Common Selling Shareholders shall deliver to the Purchaser the stock certificates representing the Common Shares owned by them, duly endorsed (or accompanied by duly executed stock powers); (vi) Each of the Option Holders shall execute and deliver to the Purchaser an Option Termination Agreement in the form of Exhibit B ("Option Termination Agreements"); (vii) The Elliotts shall deliver to the Purchaser the stock certificates representing the Elliott Shares, duly endorsex (xx xccompanied by duly executed stock powers); (viii) Each of Bruce Elliott and Simon Drakx xxxxx xxxxxxe and xxxxxxx xx the Purchaser and SFG a Noncompetition Agreement substantially in the form of Exhibit C1, and Susan Hanney shall execute axx xxxxxxx xo the Echo Shareholders Purchaser and SFG a Noncompetition Agreement substantially in the form of Exhibit C2; (ix) The Purchaser shall cause Echo to, contribute, convey, transfer, assign and deliver, or cause deliver the Tax Escrow Amount to the Escrow Agent to be contributedheld in accordance with the Tax Escrow Agreement; (x) The Purchaser, conveyedthe Selling Securityholders, transferred, assigned the Agent and delivered, the Escrow Agent shall execute and deliver the Escrow Agreement; (xi) The Purchaser shall deliver US$500,000 of the Purchase Price (the "First Escrow Amount") to the Company, free Escrow Agent to be held in accordance with the Escrow Agreement and clear of all Liens Section 1.3; (other than Permitted Liens), and the Company will accept from Echo, shares of common stock of Echo Holdco representing the Echo Contributed Percentage xii) The Purchaser shall deliver US$1,500,000 of the issued and outstanding capital stock of Echo Holdco, subject Purchase Price (the "Second Escrow Amount") to the terms Escrow Agent to be held in accordance with the Escrow Agreement and conditions this Agreement; (xiii) The Purchaser shall deliver US$43,513.03 of this Agreement the Purchase Price (the “Echo Contribution”). In consideration "BEA Escrow Amount") to the Escrow Agent to be held in accordance with the BEA Escrow Agreement; (xiv) The Purchaser shall have received from SFG's and certain of the Echo Contribution, Selling Securityholders' respective counsel an opinion or opinions of such counsel in a form satisfactory to Purchaser; (xv) The Purchaser and SFG shall have received from each Selling Securityholder a Securityholder Release in the Company shall, at form of Exhibit E; (xvi) SFG shall execute and deliver to the Closing, Purchaser a certificate (the "Closing Certificate") setting forth SFG's representations and warranties that (A) issue Units to Echo representing a Membership Percentage equal to 30.0% (before taking into account each of the Employee Pool)representations and warranties made by SFG in this Agreement was accurate in all respects as of the date of this Agreement, subject to adjustment as set forth herein, and Echo shall accept such Units, and (B) admit Echo except as a Member, with the rights, powers, obligations and duties expressly set forth in the LLC Agreement (the “Echo Membership Consideration”). (ii) Each outstanding and unexercised vested (or vesting upon the Closing) Echo Holdco Option with an exercise price less than the Echo Per Share Purchase Price shall immediately and automatically be forfeited and cancelledClosing Certificate, and the Echo Optionholder thereof (a “Vested Optionholder”) shall be entitled to receive in exchange therefor (i) an amount each of the Echo Purchase Price representations and warranties made by SFG in this Agreement is accurate in all respects as of the Closing Date as if made on the Closing Date, (including any additional payments C) each of the covenants and obligations that SFG are required to have complied with or performed pursuant to Section 2.03(a)) equal to such Vested Optionholder’s pro rata portion (based on such Vested Optionholder’s Echo Deemed Option Shares Outstanding) of the Total Echo Option Cash Amount and (ii) Echo Securities (with equivalent value to such vested (this Agreement at or vesting upon the Closing) Echo Holdco Options other than those Echo Holdco Options receiving a portion of the Echo Purchase Price in clause (i) above) subject to terms to be agreed upon by MCK, Echo and Echo Holdco. (iii) Each Echo Holdco Option (i) that was outstanding but unvested immediately prior to the Closing has been duly complied with and (ii) that was outstanding and vested (or vesting upon the Closing) with an exercise price greater than or equal to the Echo Per Share Purchase Price, shall immediately and automatically be forfeited and cancelled and the Echo Optionholder thereof shall be entitled to receive performed in exchange thereof Echo Securities (with equivalent value to such Echo Holdco Options) subject to terms to be agreed upon by MCK, Echo and Echo Holdco. (iv) The Echo Shareholders shall sell to the Company, and the Company will purchase from the Echo Shareholders, free and clear of all Liens (other than Permitted Liens), shares of common stock of Echo Holdco (allocated among the Echo Shareholders as determined by Echo Holdco prior to Closing and set forth on the Estimated Echo Closing Statement) representing the Echo Purchase Price Percentage of the issued and outstanding capital stock of Echo Holdco, subject to the terms and conditions of this Agreement (the “Echo Holdco Share Transfer” and, together with the Echo Contribution, the “Echo Contributions and Transfers”). At the Closing, the Company shall deliver to the Echo Shareholders, as the aggregate purchase price for the shares transferred to the Company pursuant to the Echo Holdco Share Transfer and Vested Optionholders, an amount equal to the Echo Purchase Price, in immediately available funds by wire transfer to accounts for the benefit of the Echo with a bank in the United States designated by the Echo Representative by notice to the Company, which notice shall be delivered not later than two Business Days prior to the Closing Date (the “Echo Holdco Sale Consideration” and, together with the Echo Membership Consideration, the “Echo Membership and Sale Consideration”). (v) MCK shall cause one or more of its wholly-owned, direct or indirect Subsidiaries (each, an “MCK Contributor”) to contribute, convey, transfer, assign and deliver, or cause to be contributed, conveyed, transferred, assigned and delivered, to the Company, free and clear of all Liens (other than Permitted Liens), and the Company will accept from the MCK Contributors, 100% of the Core MTS Business (including the MCK Licensed Intellectual Property but excluding the MCK IPCo Owned Intellectual Property and the equity interests of certain MCK Contributed Entities (the “MCK DRE Contributed Entities”)), subject to the terms and conditions of this Agreement (the “Non-IP Contribution”). In consideration of the Non-IP Contribution, the Company shall, at the Closing, (i) issue Units to the MCK Contributors representing an aggregate Membership Percentage equal to the Non-IP Initial Percentage, subject to adjustment as set forth herein, and MCK shall cause the MCK Contributors to accept such Unitsrespects, and (iiD) admit each MCK Contributor except as a Member, with the rights, powers, obligations and duties expressly set forth in the LLC Agreement (the “Non-IP Membership Consideration”). (vi) MCK shall cause MCK IPCo to contributeClosing Certificate, convey, transfer, assign and deliver, or cause to be contributed, conveyed, transferred, assigned and delivered, to the Company, free and clear of all Liens (other than Permitted Liens), and the Company will accept from MCK IPCo, the MCK IPCo Owned Intellectual Property and the equity interests each of the MCK DRE Contributed Entities, subject to the terms and conditions of this Agreement (the “MCK IPCo Contribution” and, together with the Non-IP Contribution, the “MCK Contributions”). In consideration of the MCK IPCo Contribution, the Company shall, at the Closing, (i) issue Units to MCK IPCo representing a Membership Percentage equal to the MCK IPCo Initial Percentage, subject to adjustment as set forth herein, and MCK shall cause MCK IPCo to accept such Units, (ii) admit MCK IPCo as a Member, with the rights, powers, obligations and duties set forth in Sections 8.4(a), 8.4(b), 8.5, 8.7 and 8.8 has been satisfied in all respects; and (xvii) The directors of the LLC AgreementCompanies shall resign from their respective positions as directors of the Companies, and (iii) assume the MCK Promissory Note (the “IPCo Membership Consideration” and, together with the Non-IP Membership Consideration, the “MCK Membership Consideration”). On the Closing Date, the Company Susan Hanney shall repay the MCK Promissory Note Principal Amount resign in full satisfaction thereof in immediately available funds by wire transfer to an account of MCK with a bank in New York City designated by MCK, by notice to the Company, which notice shall be delivered not later than two Business Days prior to the Closing Date (the “MCK Note Payment”). (vii) Immediately after consummation xxx xxxxxxxx as corporate secretary of the Echo Contributions and Transfer and the MCK Contributions, the Company shall contribute all the assets and liabilities from the Echo Contributions and Transfer and the MCK Contributions to NewCo Intermediate Holdings, which in turn shall contribute all the assets and liabilities from the Echo Contributions and Transfer and the MCK Contributions to NewCo Holdings, in each case for which no additional equity interests of NewCo Intermediate Holdings or NewCo Holdings will be issuedCompanies.

At the Closing. (i) Echo shall, and the Echo Shareholders Each Seller shall cause Echo to, contribute, convey, transfer, assign and deliver, or cause to be contributed, conveyed, transferred, assigned and delivered, deliver to the CompanyBuyer, free and clear of all Liens (any Liens, one or more certificates representing the number of the Shares set forth opposite such Seller's name on Schedule I attached hereto, duly endorsed in blank for transfer or accompanied by duly executed blank stock powers or other than Permitted Liens)instruments of transfer duly executed in blank, and the Company will accept from Echo, shares of common bearing or accompanied by all requisite stock of Echo Holdco representing the Echo Contributed Percentage of the issued and outstanding capital stock of Echo Holdco, subject to the terms and conditions of this Agreement (the “Echo Contribution”). In consideration of the Echo Contribution, the Company shall, at the Closing, (A) issue Units to Echo representing a Membership Percentage equal to 30.0% (before taking into account the Employee Pool), subject to adjustment as set forth herein, and Echo shall accept such Units, and (B) admit Echo as a Member, with the rights, powers, obligations and duties set forth in the LLC Agreement (the “Echo Membership Consideration”).transfer stamps; (ii) Each outstanding and unexercised vested The Buyer shall pay the Purchase Price, as follows: (or vesting upon A) the Closing) Echo Holdco Option with an exercise price less than sum of $105,570,000 (the Echo Per Share Purchase Price shall immediately and automatically be forfeited and cancelled, and the Echo Optionholder thereof (a “Vested Optionholder”"Cash Consideration") shall be entitled to receive in exchange therefor (i) an amount of the Echo Purchase Price (including any additional payments pursuant to Section 2.03(a)) equal to such Vested Optionholder’s pro rata portion (based on such Vested Optionholder’s Echo Deemed Option Shares Outstanding) of the Total Echo Option Cash Amount and (ii) Echo Securities (with equivalent value to such vested (or vesting upon the Closing) Echo Holdco Options other than those Echo Holdco Options receiving a portion of the Echo Purchase Price in clause (i) above) subject to terms to be agreed upon by MCK, Echo and Echo Holdco. (iii) Each Echo Holdco Option (i) that was outstanding but unvested immediately prior payable to the Closing and (ii) that was outstanding and vested (or vesting upon the Closing) with an exercise price greater than or equal to the Echo Per Share Purchase PriceSellers in cash, shall immediately and automatically be forfeited and cancelled and the Echo Optionholder thereof shall be entitled to receive in exchange thereof Echo Securities (with equivalent value to such Echo Holdco Options) subject to terms to be agreed upon by MCK, Echo and Echo Holdco. (iv) The Echo Shareholders shall sell to the Company, and the Company will purchase from the Echo Shareholders, free and clear wire transfer of all Liens (other than Permitted Liens), shares of common stock of Echo Holdco (allocated among the Echo Shareholders as determined by Echo Holdco prior to Closing and set forth on the Estimated Echo Closing Statement) representing the Echo Purchase Price Percentage of the issued and outstanding capital stock of Echo Holdco, subject to the terms and conditions of this Agreement (the “Echo Holdco Share Transfer” and, together with the Echo Contribution, the “Echo Contributions and Transfers”). At the Closing, the Company shall deliver to the Echo Shareholders, as the aggregate purchase price for the shares transferred to the Company pursuant to the Echo Holdco Share Transfer and Vested Optionholders, an amount equal to the Echo Purchase Price, in immediately available funds by wire transfer to such account or accounts as the Sellers have designated to the Buyer, in the manner specified herein for the benefit delivery of the Echo with a bank in the United States designated by the Echo Representative by notice to the Companynotices, which notice shall be delivered not later than two at least three (3) Business Days prior to the Closing Date (the “Echo Holdco Sale Consideration” andDate, together with the Echo Membership Consideration, the “Echo Membership and Sale Consideration”).as follows: (vI) MCK shall cause one or more of its wholly-owned, direct or indirect Subsidiaries (each, an “MCK Contributor”) to contribute, convey, transfer, assign and deliver, or cause to be contributed, conveyed, transferred, assigned and delivered, amount equal to the CompanyCash Consideration less (x) the ESOP Amount, free (y) Escrow Amount and clear of all Liens (z) the Holdback Amount, if any, shall be payable to the Sellers (other than Permitted Liensthe ESOP), and the Company will accept from the MCK Contributors, 100% of the Core MTS Business pro rata in accordance with their respective Individual Allocation Percentages; and (including the MCK Licensed Intellectual Property but excluding the MCK IPCo Owned Intellectual Property and the equity interests of certain MCK Contributed Entities (the “MCK DRE Contributed Entities”)), subject to the terms and conditions of this Agreement (the “Non-IP Contribution”). In consideration of the Non-IP Contribution, the Company shall, at the Closing, (iII) issue Units to the MCK Contributors representing an aggregate Membership Percentage amount equal to the Non-IP Initial Percentage, subject ESOP Amount shall be payable to adjustment as set forth herein, and MCK shall cause the MCK Contributors to accept such Units, and (ii) admit each MCK Contributor as a Member, with the rights, powers, obligations and duties set forth in the LLC Agreement (the “Non-IP Membership Consideration”).ESOP; (viB) MCK the sum of $851,235 shall cause MCK IPCo to contribute, convey, transfer, assign and deliver, or cause to be contributed, conveyed, transferred, assigned and delivered, payable to the CompanyESOP in cash, free and clear by wire transfer of all Liens (other than Permitted Liens), and the Company will accept from MCK IPCo, the MCK IPCo Owned Intellectual Property and the equity interests of the MCK DRE Contributed Entities, subject to the terms and conditions of this Agreement (the “MCK IPCo Contribution” and, together with the Non-IP Contribution, the “MCK Contributions”). In consideration of the MCK IPCo Contribution, the Company shall, at the Closing, (i) issue Units to MCK IPCo representing a Membership Percentage equal to the MCK IPCo Initial Percentage, subject to adjustment as set forth herein, and MCK shall cause MCK IPCo to accept such Units, (ii) admit MCK IPCo as a Member, with the rights, powers, obligations and duties set forth in the LLC Agreement, and (iii) assume the MCK Promissory Note (the “IPCo Membership Consideration” and, together with the Non-IP Membership Consideration, the “MCK Membership Consideration”). On the Closing Date, the Company shall repay the MCK Promissory Note Principal Amount in full satisfaction thereof in immediately available funds by wire transfer to an such account of MCK with a bank in New York City or accounts as the ESOP has designated by MCK, by notice to the CompanyBuyer, which notice shall be delivered not later than two in the manner specified herein for the delivery of notices, at least three (3) Business Days prior to the Closing Date Date; and (C) by delivery to the Sellers (other than the ESOP) of a purchase money promissory note, in registered form and substantially in the form of Exhibit A attached hereto (the “MCK Note Payment”"Promissory Note"), in the principal amount of $17,298,765; (iii) the Buyer and each of the Sellers (other than the ESOP) shall enter into an escrow agreement with the Escrow Agent, substantially in the form of Exhibit B attached hereto (the "Escrow Agreement"), and the Buyer shall deliver to the Escrow Agent the sum of $10,000,000 (the "Escrow Amount"), to be held in escrow (the "Escrow") pursuant to the terms of the Escrow Agreement; (iv) the Buyer and each of the persons identified in Section 1.3(b)(iv) of the Sellers' Disclosure Letter (collectively, the "Key Employees") shall execute and deliver a Subscription and Restricted Shares Vesting Agreement, substantially in the form of Exhibit C attached hereto (each, a "Restricted Shares Agreement" and, collectively, the "Restricted Shares Agreements"); and (v) each of the Sellers (other than the ESOP) shall execute and deliver to the Buyer a release in the form of Exhibit D attached hereto (the "Sellers' Release"). (vii) Immediately after consummation of the Echo Contributions and Transfer and the MCK Contributions, the Company shall contribute all the assets and liabilities from the Echo Contributions and Transfer and the MCK Contributions to NewCo Intermediate Holdings, which in turn shall contribute all the assets and liabilities from the Echo Contributions and Transfer and the MCK Contributions to NewCo Holdings, in each case for which no additional equity interests of NewCo Intermediate Holdings or NewCo Holdings will be issued.

At the Closing. (a) the Company shall deliver to Standby Purchaser stock certificates representing the Standby Shares to be purchased by Standby Purchaser hereunder, registered in the name of Standby Purchaser or such of its nominees as it may specify at least one business day prior to the Closing Date, for Standby Purchaser's account; (b) Standby Purchaser shall deliver the Subscription Price for each Standby Share purchased by it in Federal funds in the form of a wire transfer to an account designated by the Company at least one business day prior to the Closing Date; and (i) Echo shallPrior to, and the Echo Shareholders shall cause Echo toin preference of, contribute, convey, transfer, assign and deliver, any other payment(s) for any other purpose(s) or cause to be contributed, conveyed, transferred, assigned and delivered, to the Company, free and clear of all Liens (any other than Permitted Liensparty(ies), and the Company will accept from Echo, shares of common stock of Echo Holdco representing the Echo Contributed Percentage gross proceeds of the issued and outstanding capital stock of Echo HoldcoRights Offering shall be paid, subject to the terms and conditions of this Agreement (the “Echo Contribution”). In consideration of the Echo Contribution, the Company shall, at the Closing, as follows: (A) issue Units to Echo representing a Membership Percentage Standby Purchaser and/or its designated affiliates, as applicable, in such sequence as Standby Purchaser shall designate: (aa) an amount equal to 30.0% the aggregate Loan Amounts as of the Closing Date, less $5 million, (before taking into account bb) accrued and unpaid advisory fees owed to a Standby Purchaser affiliate as of the Employee Pool)Closing Date, subject (cc) Standby Purchaser's transaction fees and expenses related to adjustment as set forth hereinthe Loans and the Rights Offering up to $125,000 in the aggregate, and Echo shall accept such Units, (dd) the $400,000 fee payable to Standby Purchaser under Section 1.3 hereof; and (B) admit Echo Contractor Liabilities (as a Memberdefined in the $17.5 million Revolving Credit and Term Loan Agreement, with the rightsFleet National Bank, powersas agent for a group of lenders, obligations and duties set forth in the LLC Agreement amended (the “Echo Membership Consideration”"Revolver")); and (C) pre-opening expenses then owing in respect of the Xxxxxx & Xxxxx'x restaurants at Reston, Virginia and West Palm, Florida. (ii) Each outstanding After the payments described in Section 3.2(c)(i) have been made, (A) the balance of the Rights Offering gross proceeds, if any, together with (B) the excess of the balance of the Loan Amounts, if any, as of the Closing Date, over $5 million (the "Excess Loan Amount"), and unexercised vested (or vesting upon C) amounts, if any, available under the Closing) Echo Holdco Option with an exercise price less than Revolver, shall be applied to the Echo Per Share Purchase Price shall immediately and automatically be forfeited and cancelledfollowing uses (provided, however, that the determination as to which of the three sources of funds described above in this subparagraph (ii), and the Echo Optionholder thereof (a “Vested Optionholder”) shall be entitled to receive in exchange therefor (i) an amount relative proportions of the Echo Purchase Price (including any additional payments pursuant to Section 2.03(a)) equal to such Vested Optionholder’s pro rata portion (based on such Vested Optionholder’s Echo Deemed Option Shares Outstanding) of the Total Echo Option Cash Amount and (ii) Echo Securities (with equivalent value to such vested (or vesting upon the Closing) Echo Holdco Options other than those Echo Holdco Options receiving a portion of the Echo Purchase Price in clause (i) above) subject to terms each to be agreed upon by MCK, Echo and Echo Holdco. (iii) Each Echo Holdco Option (i) that was outstanding but unvested immediately prior to the Closing and (ii) that was outstanding and vested (or vesting upon the Closing) with an exercise price greater than or equal to the Echo Per Share Purchase Price, shall immediately and automatically be forfeited and cancelled and the Echo Optionholder thereof shall be entitled to receive in exchange thereof Echo Securities (with equivalent value to such Echo Holdco Options) subject to terms to be agreed upon by MCK, Echo and Echo Holdco. (iv) The Echo Shareholders shall sell to the Company, and the Company will purchase from the Echo Shareholders, free and clear of all Liens (other than Permitted Liens), shares of common stock of Echo Holdco (allocated among the Echo Shareholders as determined by Echo Holdco prior to Closing and set forth on the Estimated Echo Closing Statement) representing the Echo Purchase Price Percentage of the issued and outstanding capital stock of Echo Holdco, subject to the terms and conditions of this Agreement (the “Echo Holdco Share Transfer” andused for any particular payment, together with the Echo Contributionsequence of payment, the “Echo Contributions and Transfers”). At the Closing, shall be determined jointly by the Company shall deliver and Standby Purchaser): . Financial Advisory fees and expenses incurred by the Company in connection with the Loans and the Rights Offering; . Attorney's fees and expenses incurred by the Company and/or the Special Committee in connection with the Loan and the Rights Offering; . Accounting fees and expenses incurred by the Company in connection with the Loan and the Rights Offering; . Printing and engraving fees and expenses incurred by the Company in connection with the Rights Offering; . Filing fees incurred by the Company payable to the Echo ShareholdersSEC, NYSE and under applicable state securities and blue-sky laws; . Fees and expenses of the subscription agent for the Rights Offering; . Other items agreed upon by the Company and Standby Purchaser; and . Such amount of the Excess Loan Amount as the aggregate purchase price for the shares transferred to Company and Standby Purchaser may agree upon in each of their sole and absolute discretion. The balance of proceeds, if any, shall be held by the Company pursuant to the Echo Holdco Share Transfer and Vested Optionholders, an amount equal to the Echo Purchase Price, in immediately available funds by wire transfer to accounts for the benefit of the Echo with a bank in the United States designated by the Echo Representative by notice to the Company, which notice shall be delivered not later than two Business Days prior to the Closing Date (the “Echo Holdco Sale Consideration” and, together with the Echo Membership Consideration, the “Echo Membership and Sale Consideration”)as working capital. (v) MCK shall cause one or more of its wholly-owned, direct or indirect Subsidiaries (each, an “MCK Contributor”) to contribute, convey, transfer, assign and deliver, or cause to be contributed, conveyed, transferred, assigned and delivered, to the Company, free and clear of all Liens (other than Permitted Liens), and the Company will accept from the MCK Contributors, 100% of the Core MTS Business (including the MCK Licensed Intellectual Property but excluding the MCK IPCo Owned Intellectual Property and the equity interests of certain MCK Contributed Entities (the “MCK DRE Contributed Entities”)), subject to the terms and conditions of this Agreement (the “Non-IP Contribution”). In consideration of the Non-IP Contribution, the Company shall, at the Closing, (i) issue Units to the MCK Contributors representing an aggregate Membership Percentage equal to the Non-IP Initial Percentage, subject to adjustment as set forth herein, and MCK shall cause the MCK Contributors to accept such Units, and (ii) admit each MCK Contributor as a Member, with the rights, powers, obligations and duties set forth in the LLC Agreement (the “Non-IP Membership Consideration”). (vi) MCK shall cause MCK IPCo to contribute, convey, transfer, assign and deliver, or cause to be contributed, conveyed, transferred, assigned and delivered, to the Company, free and clear of all Liens (other than Permitted Liens), and the Company will accept from MCK IPCo, the MCK IPCo Owned Intellectual Property and the equity interests of the MCK DRE Contributed Entities, subject to the terms and conditions of this Agreement (the “MCK IPCo Contribution” and, together with the Non-IP Contribution, the “MCK Contributions”). In consideration of the MCK IPCo Contribution, the Company shall, at the Closing, (i) issue Units to MCK IPCo representing a Membership Percentage equal to the MCK IPCo Initial Percentage, subject to adjustment as set forth herein, and MCK shall cause MCK IPCo to accept such Units, (ii) admit MCK IPCo as a Member, with the rights, powers, obligations and duties set forth in the LLC Agreement, and (iii) assume the MCK Promissory Note (the “IPCo Membership Consideration” and, together with the Non-IP Membership Consideration, the “MCK Membership Consideration”). On the Closing Date, the Company shall repay the MCK Promissory Note Principal Amount in full satisfaction thereof in immediately available funds by wire transfer to an account of MCK with a bank in New York City designated by MCK, by notice to the Company, which notice shall be delivered not later than two Business Days prior to the Closing Date (the “MCK Note Payment”). (vii) Immediately after consummation of the Echo Contributions and Transfer and the MCK Contributions, the Company shall contribute all the assets and liabilities from the Echo Contributions and Transfer and the MCK Contributions to NewCo Intermediate Holdings, which in turn shall contribute all the assets and liabilities from the Echo Contributions and Transfer and the MCK Contributions to NewCo Holdings, in each case for which no additional equity interests of NewCo Intermediate Holdings or NewCo Holdings will be issued.

At the Closing. (i) Echo shall, and the Echo Shareholders Seller shall cause Echo to, contribute, convey, transfer, assign and deliver, or cause to be contributed, conveyed, transferred, assigned and delivered, to the Company, free and clear of Buyer all Liens (other than Permitted Liens), and the Company will accept from Echo, shares of common stock of Echo Holdco representing the Echo Contributed Percentage of the issued and outstanding capital stock of Echo HoldcoAccounts Receivable, subject to the terms and conditions of this Agreement (the “Echo Contribution”). In consideration of the Echo Contribution, the Company shall, for which Seller shall receive a credit at the Closing, (A) issue Units to Echo representing a Membership Percentage equal to 30.0% (before taking into account the Employee Pool), subject to adjustment as set forth herein, and Echo shall accept such Units, and (B) admit Echo as a Member, with the rights, powers, obligations and duties set forth Close of Escrow in the LLC Agreement (the “Echo Membership Consideration”). (ii) Each outstanding and unexercised vested (or vesting upon the Closing) Echo Holdco Option with an exercise price less than the Echo Per Share Purchase Price shall immediately and automatically be forfeited and cancelled, and the Echo Optionholder thereof (a “Vested Optionholder”) shall be entitled to receive in exchange therefor (i) an amount of the Echo Purchase Price (including any additional payments pursuant to Section 2.03(a)) equal to such Vested Optionholder’s pro rata portion (based on such Vested Optionholder’s Echo Deemed Option Shares Outstanding) of the Total Echo Option Cash Amount and (ii) Echo Securities (with equivalent value to such vested (or vesting upon the Closing) Echo Holdco Options other than those Echo Holdco Options receiving a portion of the Echo Purchase Price in clause (i) above) subject to terms to be agreed upon by MCK, Echo and Echo Holdco. (iii) Each Echo Holdco Option (i) that was outstanding but unvested immediately prior to the Closing and (ii) that was outstanding and vested (or vesting upon the Closing) with an exercise price greater than or equal to the Echo Per Share Purchase Price, shall immediately and automatically be forfeited and cancelled and the Echo Optionholder thereof shall be entitled to receive in exchange thereof Echo Securities (with equivalent value to such Echo Holdco Options) subject to terms to be agreed upon by MCK, Echo and Echo Holdco. (iv) The Echo Shareholders shall sell to the Company, and the Company will purchase from the Echo Shareholders, free and clear of all Liens (other than Permitted Liens), shares of common stock of Echo Holdco (allocated among the Echo Shareholders as determined by Echo Holdco prior to Closing and set forth on the Estimated Echo Closing Statement) representing the Echo Purchase Price Percentage of the issued and outstanding capital stock of Echo Holdco, subject to the terms and conditions of this Agreement (the “Echo Holdco Share Transfer” and, together with the Echo Contribution, the “Echo Contributions and Transfers”). At the Closing, the Company shall deliver to the Echo Shareholders, as the aggregate purchase price for the shares transferred to the Company pursuant to the Echo Holdco Share Transfer and Vested Optionholders, an amount equal to (a) the Echo Purchase Pricefull, in immediately available funds by wire transfer to accounts for the benefit aggregate outstanding balance of the Echo with Cash Equivalent Receivables (without discount except for service charges due to charge card companies) plus (b) the full aggregate outstanding balance of the Invoiced Receivables and Other Accounts Receivable as of the Proration Time, provided, Buyer shall at its option accept or reject any Invoiced Receivables and Other Accounts Receivable over ninety (90) days and Seller shall not receive a bank in the United States designated credit for any Invoiced Receivables and Other Accounts Receivable over ninety (90) days rejected by the Echo Representative by notice Buyer; provided, that Buyer shall at its own expense use reasonable efforts to the Company, which notice shall be delivered not later than two Business Days prior to collect any such rejected Invoiced Receivables and Other Accounts Receivable on behalf of Seller for a period of sixty (60) days 17 18 after the Closing Date (and thereafter Seller shall have the “Echo Holdco Sale Consideration” andright to collect same for its own account; provided, together with the Echo Membership Considerationfurther, the “Echo Membership and Sale Consideration”). (v) MCK shall cause one or more of its wholly-owned, direct or indirect Subsidiaries (each, an “MCK Contributor”) to contribute, convey, transfer, assign and deliver, or cause to be contributed, conveyed, transferred, assigned and delivered, to the Company, free and clear of all Liens (other than Permitted Liens), and the Company will accept from the MCK Contributors, 100% as of the Core MTS Business date which is sixty (including the MCK Licensed Intellectual Property but excluding the MCK IPCo Owned Intellectual Property and the equity interests of certain MCK Contributed Entities (the “MCK DRE Contributed Entities”)), subject to the terms and conditions of this Agreement (the “Non-IP Contribution”). In consideration of the Non-IP Contribution, the Company shall, at the Closing, (i60) issue Units to the MCK Contributors representing an aggregate Membership Percentage equal to the Non-IP Initial Percentage, subject to adjustment as set forth herein, and MCK shall cause the MCK Contributors to accept such Units, and (ii) admit each MCK Contributor as a Member, with the rights, powers, obligations and duties set forth in the LLC Agreement (the “Non-IP Membership Consideration”). (vi) MCK shall cause MCK IPCo to contribute, convey, transfer, assign and deliver, or cause to be contributed, conveyed, transferred, assigned and delivered, to the Company, free and clear of all Liens (other than Permitted Liens), and the Company will accept from MCK IPCo, the MCK IPCo Owned Intellectual Property and the equity interests of the MCK DRE Contributed Entities, subject to the terms and conditions of this Agreement (the “MCK IPCo Contribution” and, together with the Non-IP Contribution, the “MCK Contributions”). In consideration of the MCK IPCo Contribution, the Company shall, at the Closing, (i) issue Units to MCK IPCo representing a Membership Percentage equal to the MCK IPCo Initial Percentage, subject to adjustment as set forth herein, and MCK shall cause MCK IPCo to accept such Units, (ii) admit MCK IPCo as a Member, with the rights, powers, obligations and duties set forth in the LLC Agreement, and (iii) assume the MCK Promissory Note (the “IPCo Membership Consideration” and, together with the Non-IP Membership Consideration, the “MCK Membership Consideration”). On days following the Closing Date, Buyer and Seller shall make any adjustments required to reflect the Company shall repay collectibility of any Invoiced Receivables and Other Accounts Receivable (it being agreed that (a) any accounts receivable not listed on the MCK Promissory Note Principal Amount in full satisfaction thereof in immediately available funds by wire transfer to an account schedule of MCK with a bank in New York City designated by MCK, by notice to accounts receivable of the Company, Property as of the date which notice shall be delivered not later than two Business Days prior to is sixty (60) days following the Closing Date shall be deemed paid as of such date and (the “MCK Note Payment”b) except as provided in (a). , any accounts receivable which are more than ninety (vii90) Immediately after consummation days past due as of the Echo Contributions date which is sixty (60) days following the Closing Date shall be deemed uncollectable as of such date) and Transfer Seller and Buyer shall make a corresponding payment to the MCK Contributions, other as required to accurately reflect the Company collectibility of such Invoiced Receivables and Other Accounts Receivable and any accounts receivable deemed uncollectable as of such date in accordance with the terms hereof shall contribute all be the assets property of Seller and liabilities from Seller shall be permitted (at its expense and for its own account) to collect the Echo Contributions and Transfer and the MCK Contributions to NewCo Intermediate Holdings, which in turn shall contribute all the assets and liabilities from the Echo Contributions and Transfer and the MCK Contributions to NewCo Holdings, in each case for which no additional equity interests of NewCo Intermediate Holdings or NewCo Holdings will be issued.same;

At the Closing. (i) Echo shall, and the Echo Shareholders shall cause Echo to, contribute, convey, transfer, assign and deliver, or cause to be contributed, conveyed, transferred, assigned and delivered, to the Company, free and clear of all Liens (other than Permitted Liens), and the Company will accept from Echo, shares of common stock of Echo Holdco representing the Echo Contributed Percentage of the issued and outstanding capital stock of Echo Holdco, subject to the terms and conditions of this Agreement (the “Echo Contribution”). In consideration of the Echo Contribution, the Company shall, at the Closing, (A) issue Units to Echo representing a Membership Percentage equal to 30.0% (before taking into account the Employee Pool), subject to adjustment as set forth herein, and Echo shall accept such Units, and (B) admit Echo as a Member, with the rights, powers, obligations and duties set forth in the LLC Agreement (the “Echo Membership Consideration”). (ii) Each outstanding and unexercised vested (or vesting upon the Closing) Echo Holdco Option with an exercise price less than the Echo Per Share Purchase Price shall immediately and automatically be forfeited and cancelled, and the Echo Optionholder thereof (a “Vested Optionholder”) shall be entitled to receive in exchange therefor (i) an amount of the Echo Purchase Price (including any additional payments pursuant to Section 2.03(a)) equal to such Vested Optionholder’s pro rata portion (based on such Vested Optionholder’s Echo Deemed Option Shares Outstanding) of the Total Echo Option Cash Amount and (ii) Echo Securities (with equivalent value to such vested (or vesting upon the Closing) Echo Holdco Options other than those Echo Holdco Options receiving a portion of the Echo Purchase Price in clause (i) above) subject to terms to be agreed upon by MCK, Echo and Echo Holdco. (iii) Each Echo Holdco Option (i) that was outstanding but unvested immediately prior to the Closing and (ii) that was outstanding and vested (or vesting upon the Closing) with an exercise price greater than or equal to the Echo Per Share Purchase Price, shall immediately and automatically be forfeited and cancelled and the Echo Optionholder thereof shall be entitled to receive in exchange thereof Echo Securities (with equivalent value to such Echo Holdco Options) subject to terms to be agreed upon by MCK, Echo and Echo Holdco. (iv) The Echo Shareholders shall sell to the Company, and the Company will purchase from the Echo Shareholders, free and clear of all Liens (other than Permitted Liens), shares of common stock of Echo Holdco (allocated among the Echo Shareholders as determined by Echo Holdco prior to Closing and set forth on the Estimated Echo Closing Statement) representing the Echo Purchase Price Percentage of the issued and outstanding capital stock of Echo Holdco, subject to the terms and conditions of this Agreement (the “Echo Holdco Share Transfer” and, together with the Echo Contribution, the “Echo Contributions and Transfers”). At the Closing, the Company Buyer shall deliver to Seller (or any Subsidiaries of Seller designated by Seller) the Echo Shareholders, as the aggregate purchase price for the shares transferred to the Company pursuant to the Echo Holdco Share Transfer and Vested Optionholders, an amount equal to the Echo Closing Purchase Price, Price in immediately available funds by wire transfer to accounts for the benefit an account of the Echo with a bank in the United States Seller (or its applicable Subsidiary) designated by the Echo Representative Seller, by notice to the CompanyBuyer, which notice shall be delivered not later than two Business Days prior to the Closing Date (the “Echo Holdco Sale Consideration” and, together with the Echo Membership Consideration, the “Echo Membership and Sale Consideration”).Date; (vii) MCK Seller shall cause one or more of its wholly-ownedSubsidiaries to deliver to Buyer the Membership Interests (including appropriate evidence of ownership thereof that is reasonably acceptable to Buyer, direct registered in the name of Buyer or indirect Subsidiaries (each, an “MCK Contributor”) to contribute, convey, transfer, assign and deliver, or cause to be contributed, conveyed, transferred, assigned and delivered, to the Companyits designee(s)), free and clear of all Liens any Encumbrances; (iii) Seller shall, or shall cause one or more of its Subsidiaries to, deliver to Buyer the Transferred Entity Records and the Other ETFs Business Records; provided that, for the avoidance of doubt, Seller and its Subsidiaries shall (A) be permitted to retain copies of the Transferred Entity Records and the Other ETFs Business Records to the extent required by applicable Laws, regulation or internal compliance policies, (B) be permitted to retain copies of Other ETFs Business Records to the extent relating to or otherwise used in connection with businesses other than Permitted Liens), the ETFs Business and (C) retain a non-exclusive right (1) to continue to use following the Company will accept from Closing the MCK Contributors, 100% performance track records of the Core MTS Business (ETF Funds, including the MCK Licensed Intellectual Property but excluding Composites, as of the MCK IPCo Owned Intellectual Property Closing Date, including in marketing the investment advisory services and the equity interests of certain MCK Contributed Entities (the “MCK DRE Contributed Entities”))investment funds offered by Seller and its Subsidiaries, subject to the terms extent permitted by applicable Laws and conditions Section ‎5.05(b) (determined without regard to the time period set forth therein) and (2) to retain copies of this Agreement (the “Non-IP Contribution”). In consideration records of the Non-IP ContributionETFs Business as of the Closing Date necessary to demonstrate the calculation of such performance track records and otherwise to use such performance track records in accordance with applicable Laws; (iv) Seller and Buyer and their respective Subsidiaries that are a party thereto, if any, shall execute and deliver each of the Company shall, at Ancillary Agreements; (v) Seller shall deliver to Buyer the Closing, (i) issue Units to the MCK Contributors representing an aggregate Membership Percentage equal to the Non-IP Initial Percentage, subject to adjustment as set forth herein, and MCK shall cause the MCK Contributors to accept such Units, and (ii) admit each MCK Contributor as a Member, with the rights, powers, obligations and duties set forth certificates referenced in the LLC Agreement (the “Non-IP Membership Consideration”‎Section 10.02(c).; and (vi) MCK Buyer shall cause MCK IPCo deliver to contribute, convey, transfer, assign and deliver, or cause to be contributed, conveyed, transferred, assigned and delivered, to Seller the Company, free and clear of all Liens (other than Permitted Liens), and the Company will accept from MCK IPCo, the MCK IPCo Owned Intellectual Property and the equity interests of the MCK DRE Contributed Entities, subject to the terms and conditions of this Agreement (the “MCK IPCo Contribution” and, together with the Non-IP Contribution, the “MCK Contributions”). In consideration of the MCK IPCo Contribution, the Company shall, at the Closing, (i) issue Units to MCK IPCo representing a Membership Percentage equal to the MCK IPCo Initial Percentage, subject to adjustment as set forth herein, and MCK shall cause MCK IPCo to accept such Units, (ii) admit MCK IPCo as a Member, with the rights, powers, obligations and duties set forth certificates referenced in the LLC Agreement, and (iii) assume the MCK Promissory Note (the “IPCo Membership Consideration” and, together with the Non-IP Membership Consideration, the “MCK Membership Consideration”). On the Closing Date, the Company shall repay the MCK Promissory Note Principal Amount in full satisfaction thereof in immediately available funds by wire transfer to an account of MCK with a bank in New York City designated by MCK, by notice to the Company, which notice shall be delivered not later than two Business Days prior to the Closing Date (the “MCK Note Payment”‎Section 10.03(c). (vii) Immediately after consummation of the Echo Contributions and Transfer and the MCK Contributions, the Company shall contribute all the assets and liabilities from the Echo Contributions and Transfer and the MCK Contributions to NewCo Intermediate Holdings, which in turn shall contribute all the assets and liabilities from the Echo Contributions and Transfer and the MCK Contributions to NewCo Holdings, in each case for which no additional equity interests of NewCo Intermediate Holdings or NewCo Holdings will be issued.

At the Closing. (i) Echo shallthe Purchaser shall pay to SFG the amount of $1,217,746.84 which shall be used to fund the aggregate retraction price of the Class C Preferred Shares owned by some of the Common Selling Shareholders as more particularly described in Part 1.4 of the Disclosure Schedule, which amount shall be paid by SFG to such holders of the Class C Preferred Shares only upon surrender by such holders of the original share certificates representing the Class C Preferred Shares; (ii) the Purchaser shall pay to SFG the amount of $218,490.23 which shall be used to fund the aggregate retraction price of the Class F Preferred Shares owned by Her Majesty the Queen in right of the Province of British Columbia as more particularly described in Part 1.4 of the Disclosure Schedule, which amount shall be paid by SFG to such holder of the Class F Preferred Shares only upon surrender by such holder of the original share certificates representing the Class F Preferred Shares; (iii) the Purchaser shall pay to SFG the amount of $1,656,390.25 which shall be used to fund the repayment of the principal amount of the Outstanding Long-Term Debt and accrued interest thereon as more particularly described in Part 1.4 of the Disclosure Schedule, which amount shall be paid by SFG to the holders of the Outstanding Long-Term Debt only upon receipt of such releases and discharges as the Purchaser reasonably considers satisfactory; (iv) from amounts received pursuant to Section 1.4(b), $270,000 shall be used to fund the payment of SFG's transaction costs incurred up to the Closing Date in connection with the Transaction (including, without limitation, all legal, accounting and financial advisors costs and expenses); (v) Each of the Common Selling Shareholders shall deliver to the Purchaser the stock certificates representing the Common Shares owned by them, duly endorsed (or accompanied by duly executed stock powers); (vi) Each of the Option Holders shall execute and deliver to the Purchaser an Option Termination Agreement in the form of Exhibit B ("OPTION TERMINATION AGREEMENTS"); (vii) The Elliotts shall deliver to the Purchaser the stock certificates representing the Xxxxxxx Shares, duly endorsed (or accompanied by duly executed stock powers); (viii) Each of Xxxxx Xxxxxxx and Xxxxx Xxxxx shall execute and deliver to the Purchaser and SFG a Noncompetition Agreement substantially in the form of Exhibit C1, and Xxxxx Xxxxxx shall execute and deliver to the Echo Shareholders Purchaser and SFG a Noncompetition Agreement substantially in the form of Exhibit C2; (ix) The Purchaser shall cause Echo to, contribute, convey, transfer, assign and deliver, or cause deliver the Tax Escrow Amount to the Escrow Agent to be contributedheld in accordance with the Tax Escrow Agreement; (x) The Purchaser, conveyedthe Selling Securityholders, transferred, assigned the Agent and delivered, the Escrow Agent shall execute and deliver the Escrow Agreement; (xi) The Purchaser shall deliver US$500,000 of the Purchase Price (the "FIRST ESCROW AMOUNT") to the Company, free Escrow Agent to be held in accordance with the Escrow Agreement and clear of all Liens Section 1.3; (other than Permitted Liens), and the Company will accept from Echo, shares of common stock of Echo Holdco representing the Echo Contributed Percentage xii) The Purchaser shall deliver US$1,500,000 of the issued and outstanding capital stock of Echo Holdco, subject Purchase Price (the "SECOND ESCROW AMOUNT") to the terms Escrow Agent to be held in accordance with the Escrow Agreement and conditions this Agreement; (xiii) The Purchaser shall deliver US$43,513.03 of this Agreement the Purchase Price (the “Echo Contribution”). In consideration "BEA ESCROW AMOUNT") to the Escrow Agent to be held in accordance with the BEA Escrow Agreement; (xiv) The Purchaser shall have received from SFG's and certain of the Echo Contribution, Selling Securityholders' respective counsel an opinion or opinions of such counsel in a form satisfactory to Purchaser; (xv) The Purchaser and SFG shall have received from each Selling Securityholder a Securityholder Release in the Company shall, at form of Exhibit E; (xvi) SFG shall execute and deliver to the Closing, Purchaser a certificate (the "CLOSING CERTIFICATE") setting forth SFG's representations and warranties that (A) issue Units to Echo representing a Membership Percentage equal to 30.0% (before taking into account each of the Employee Pool)representations and warranties made by SFG in this Agreement was accurate in all respects as of the date of this Agreement, subject to adjustment as set forth herein, and Echo shall accept such Units, and (B) admit Echo except as a Member, with the rights, powers, obligations and duties expressly set forth in the LLC Agreement (the “Echo Membership Consideration”). (ii) Each outstanding and unexercised vested (or vesting upon the Closing) Echo Holdco Option with an exercise price less than the Echo Per Share Purchase Price shall immediately and automatically be forfeited and cancelledClosing Certificate, and the Echo Optionholder thereof (a “Vested Optionholder”) shall be entitled to receive in exchange therefor (i) an amount each of the Echo Purchase Price representations and warranties made by SFG in this Agreement is accurate in all respects as of the Closing Date as if made on the Closing Date, (including any additional payments C) each of the covenants and obligations that SFG are required to have complied with or performed pursuant to Section 2.03(a)) equal to such Vested Optionholder’s pro rata portion (based on such Vested Optionholder’s Echo Deemed Option Shares Outstanding) of the Total Echo Option Cash Amount and (ii) Echo Securities (with equivalent value to such vested (this Agreement at or vesting upon the Closing) Echo Holdco Options other than those Echo Holdco Options receiving a portion of the Echo Purchase Price in clause (i) above) subject to terms to be agreed upon by MCK, Echo and Echo Holdco. (iii) Each Echo Holdco Option (i) that was outstanding but unvested immediately prior to the Closing has been duly complied with and (ii) that was outstanding and vested (or vesting upon the Closing) with an exercise price greater than or equal to the Echo Per Share Purchase Price, shall immediately and automatically be forfeited and cancelled and the Echo Optionholder thereof shall be entitled to receive performed in exchange thereof Echo Securities (with equivalent value to such Echo Holdco Options) subject to terms to be agreed upon by MCK, Echo and Echo Holdco. (iv) The Echo Shareholders shall sell to the Company, and the Company will purchase from the Echo Shareholders, free and clear of all Liens (other than Permitted Liens), shares of common stock of Echo Holdco (allocated among the Echo Shareholders as determined by Echo Holdco prior to Closing and set forth on the Estimated Echo Closing Statement) representing the Echo Purchase Price Percentage of the issued and outstanding capital stock of Echo Holdco, subject to the terms and conditions of this Agreement (the “Echo Holdco Share Transfer” and, together with the Echo Contribution, the “Echo Contributions and Transfers”). At the Closing, the Company shall deliver to the Echo Shareholders, as the aggregate purchase price for the shares transferred to the Company pursuant to the Echo Holdco Share Transfer and Vested Optionholders, an amount equal to the Echo Purchase Price, in immediately available funds by wire transfer to accounts for the benefit of the Echo with a bank in the United States designated by the Echo Representative by notice to the Company, which notice shall be delivered not later than two Business Days prior to the Closing Date (the “Echo Holdco Sale Consideration” and, together with the Echo Membership Consideration, the “Echo Membership and Sale Consideration”). (v) MCK shall cause one or more of its wholly-owned, direct or indirect Subsidiaries (each, an “MCK Contributor”) to contribute, convey, transfer, assign and deliver, or cause to be contributed, conveyed, transferred, assigned and delivered, to the Company, free and clear of all Liens (other than Permitted Liens), and the Company will accept from the MCK Contributors, 100% of the Core MTS Business (including the MCK Licensed Intellectual Property but excluding the MCK IPCo Owned Intellectual Property and the equity interests of certain MCK Contributed Entities (the “MCK DRE Contributed Entities”)), subject to the terms and conditions of this Agreement (the “Non-IP Contribution”). In consideration of the Non-IP Contribution, the Company shall, at the Closing, (i) issue Units to the MCK Contributors representing an aggregate Membership Percentage equal to the Non-IP Initial Percentage, subject to adjustment as set forth herein, and MCK shall cause the MCK Contributors to accept such Unitsrespects, and (iiD) admit each MCK Contributor except as a Member, with the rights, powers, obligations and duties expressly set forth in the LLC Agreement (the “Non-IP Membership Consideration”). (vi) MCK shall cause MCK IPCo to contributeClosing Certificate, convey, transfer, assign and deliver, or cause to be contributed, conveyed, transferred, assigned and delivered, to the Company, free and clear of all Liens (other than Permitted Liens), and the Company will accept from MCK IPCo, the MCK IPCo Owned Intellectual Property and the equity interests each of the MCK DRE Contributed Entities, subject to the terms and conditions of this Agreement (the “MCK IPCo Contribution” and, together with the Non-IP Contribution, the “MCK Contributions”). In consideration of the MCK IPCo Contribution, the Company shall, at the Closing, (i) issue Units to MCK IPCo representing a Membership Percentage equal to the MCK IPCo Initial Percentage, subject to adjustment as set forth herein, and MCK shall cause MCK IPCo to accept such Units, (ii) admit MCK IPCo as a Member, with the rights, powers, obligations and duties set forth in Sections 8.4(a), 8.4(b), 8.5, 8.7 and 8.8 has been satisfied in all respects; and (xvii) The directors of the LLC AgreementCompanies shall resign from their respective positions as directors of the Companies, and (iii) assume the MCK Promissory Note (the “IPCo Membership Consideration” and, together with the Non-IP Membership Consideration, the “MCK Membership Consideration”). On the Closing Date, the Company Xxxxx Xxxxxx shall repay the MCK Promissory Note Principal Amount resign in full satisfaction thereof in immediately available funds by wire transfer to an account of MCK with a bank in New York City designated by MCK, by notice to the Company, which notice shall be delivered not later than two Business Days prior to the Closing Date (the “MCK Note Payment”). (vii) Immediately after consummation her capacity as corporate secretary of the Echo Contributions and Transfer and the MCK Contributions, the Company shall contribute all the assets and liabilities from the Echo Contributions and Transfer and the MCK Contributions to NewCo Intermediate Holdings, which in turn shall contribute all the assets and liabilities from the Echo Contributions and Transfer and the MCK Contributions to NewCo Holdings, in each case for which no additional equity interests of NewCo Intermediate Holdings or NewCo Holdings will be issuedCompanies.

At the Closing. (i) Echo shall, Purchaser and the Echo Shareholders shall cause Echo to, contribute, convey, transfer, assign and deliver, each Shareholder who will own five percent (5%) or cause to be contributed, conveyed, transferred, assigned and delivered, to the Company, free and clear of all Liens (other than Permitted Liens), and the Company will accept from Echo, shares of common stock of Echo Holdco representing the Echo Contributed Percentage more of the issued and outstanding capital stock Purchaser Ordinary Shares as of Echo Holdco, subject to immediately after the terms and conditions of this Agreement Closing (the “Echo ContributionSignificant Shareholders”) will enter into a lock-up agreement, substantially in the form attached hereto as Exhibit D (each, a “Lock-Up Agreement”). In consideration , which will, among other things, provide for a 180-day lock-up period after the Closing with respect to the Purchaser Ordinary Shares owned by such Shareholder, and which Lock-Up Agreement shall be effective as of the Echo ContributionClosing; and (ii) the Purchaser, the Company shallParent, at the ClosingSignificant Shareholders, the Sponsor and the other Holders under the Registration Rights Agreement (as defined below) will enter into an Amended and Restated Registration Rights Agreement, substantially in the form attached as Exhibit E hereto (the “Amended Registration Rights Agreement”), which will, among other matters, (A) issue Units add the Purchaser to Echo representing a Membership Percentage equal the Registration Rights Agreement as the successor to 30.0% (before taking into account the Employee Pool), subject to adjustment as set forth herein, and Echo shall accept such Units, Parent and (B) admit Echo as a Member, provide the Significant Shareholders with registration rights substantially equivalent to the rights, powers, obligations and duties set forth in registration rights provided to the LLC Agreement (Sponsor under the “Echo Membership Consideration”)Registration Rights Agreement. (ii) Each outstanding and unexercised vested G. The boards of directors (or vesting upon the Closing) Echo Holdco Option with an exercise price less than the Echo Per Share Purchase Price shall immediately and automatically be forfeited and cancelled, and the Echo Optionholder thereof (a “Vested Optionholder”) shall be entitled to receive in exchange therefor (i) an amount of the Echo Purchase Price (including any additional payments pursuant to Section 2.03(a)) equal to such Vested Optionholder’s pro rata portion (based on such Vested Optionholder’s Echo Deemed Option Shares Outstandingequivalent governing bodies) of the Total Echo Option Cash Amount Parent, the Purchaser and the Company each (a) have determined that the transactions contemplated by this Agreement and the Additional Agreements are fair, advisable and in the best interests of their respective companies and shareholders, and (iib) Echo Securities (with equivalent value have approved this Agreement and the Additional Agreements to which such vested (entity is a party or vesting bound, the transactions contemplated hereby and thereby and the performance by such entity of its obligations hereunder and thereunder, upon the Closing) Echo Holdco Options other than those Echo Holdco Options receiving a portion of the Echo Purchase Price in clause (i) above) terms and subject to terms to be agreed upon by MCK, Echo and Echo Holdcothe conditions set forth herein. (iii) Each Echo Holdco Option (i) that was outstanding but unvested immediately prior to H. For U.S. federal income tax purposes, the Closing and (ii) that was outstanding and vested (or vesting upon the Closing) with an exercise price greater than or equal to the Echo Per Share Purchase Price, shall immediately and automatically be forfeited and cancelled and the Echo Optionholder thereof shall be entitled to receive in exchange thereof Echo Securities (with equivalent value to such Echo Holdco Options) subject to terms to be agreed upon by MCK, Echo and Echo Holdco. (iv) The Echo Shareholders shall sell to the Companyparties intend, and the Company acknowledges, that the Redomestication Merger will purchase from qualify as a “reorganization” within the Echo Shareholders, free and clear meaning of all Liens (other than Permitted Liens), shares of common stock of Echo Holdco (allocated among the Echo Shareholders as determined by Echo Holdco prior to Closing and set forth on the Estimated Echo Closing StatementSection 368(a) representing the Echo Purchase Price Percentage of the issued Code and outstanding capital stock of Echo Holdco, subject to the terms and conditions of this Agreement (the “Echo Holdco Share Transfer” and, together with the Echo Contribution, the “Echo Contributions and Transfers”). At the Closing, the Company shall deliver to the Echo Shareholders, as the aggregate purchase price for the shares transferred to the Company pursuant to the Echo Holdco Share Transfer and Vested Optionholders, an amount equal to the Echo Purchase Price, in immediately available funds by wire transfer to accounts for the benefit of the Echo with a bank in the United States designated by the Echo Representative by notice to the Company, which notice shall be delivered not later than two Business Days prior to the Closing Date (the “Echo Holdco Sale Consideration” and, together with the Echo Membership Consideration, the “Echo Membership and Sale Consideration”). (v) MCK shall cause one or more of its wholly-owned, direct or indirect Subsidiaries (each, an “MCK Contributor”) to contribute, convey, transfer, assign and deliver, or cause to be contributed, conveyed, transferred, assigned and delivered, to the Company, free and clear of all Liens (other than Permitted Liens)Treasury Regulations promulgated thereunder, and the Company will accept from the MCK Contributors, 100% Boards of the Core MTS Business (including the MCK Licensed Intellectual Property but excluding the MCK IPCo Owned Intellectual Property Directors of Parent and the equity interests of certain MCK Contributed Entities (the “MCK DRE Contributed Entities”)), subject to the terms and conditions of Purchaser have approved this Agreement (and intend that it constitute a “plan of reorganization” within the “Nonmeaning of Treasury Regulation Sections 1.368-IP Contribution”). In consideration of the Non2(g) and 1.368-IP Contribution, the Company shall, at the Closing, (i) issue Units to the MCK Contributors representing an aggregate Membership Percentage equal to the Non-IP Initial Percentage, subject to adjustment as set forth herein, and MCK shall cause the MCK Contributors to accept such Units, and (ii) admit each MCK Contributor as a Member, with the rights, powers, obligations and duties set forth in the LLC Agreement (the “Non-IP Membership Consideration”)3. (vi) MCK shall cause MCK IPCo to contribute, convey, transfer, assign and deliver, or cause to be contributed, conveyed, transferred, assigned and delivered, to the Company, free and clear of all Liens (other than Permitted Liens), and the Company will accept from MCK IPCo, the MCK IPCo Owned Intellectual Property and the equity interests of the MCK DRE Contributed Entities, subject to the terms and conditions of this Agreement (the “MCK IPCo Contribution” and, together with the Non-IP Contribution, the “MCK Contributions”). In consideration of the MCK IPCo Contribution, the Company shall, at the Closing, (i) issue Units to MCK IPCo representing a Membership Percentage equal to the MCK IPCo Initial Percentage, subject to adjustment as set forth herein, and MCK shall cause MCK IPCo to accept such Units, (ii) admit MCK IPCo as a Member, with the rights, powers, obligations and duties set forth in the LLC Agreement, and (iii) assume the MCK Promissory Note (the “IPCo Membership Consideration” and, together with the Non-IP Membership Consideration, the “MCK Membership Consideration”). On the Closing Date, the Company shall repay the MCK Promissory Note Principal Amount in full satisfaction thereof in immediately available funds by wire transfer to an account of MCK with a bank in New York City designated by MCK, by notice to the Company, which notice shall be delivered not later than two Business Days prior to the Closing Date (the “MCK Note Payment”). (vii) Immediately after consummation of the Echo Contributions and Transfer and the MCK Contributions, the Company shall contribute all the assets and liabilities from the Echo Contributions and Transfer and the MCK Contributions to NewCo Intermediate Holdings, which in turn shall contribute all the assets and liabilities from the Echo Contributions and Transfer and the MCK Contributions to NewCo Holdings, in each case for which no additional equity interests of NewCo Intermediate Holdings or NewCo Holdings will be issued.

At the Closing. (i) Echo shall, and the Echo Shareholders OP shall cause Echo to, contribute, convey, transfer, assign and deliver, or cause issue a number of OP Common Units to be contributed, conveyed, transferred, assigned and delivered, to the Company, free and clear of all Liens (other than Permitted Liens), and the Company will accept from Echo, shares of common stock of Echo Holdco representing the Echo Contributed Percentage of the issued and outstanding capital stock of Echo Holdco, subject to the terms and conditions of this Agreement (the “Echo Contribution”). In consideration of the Echo Contribution, the Company shall, at the Closing, (A) issue Units to Echo representing a Membership Percentage CC, equal to 30.0% (before taking into account the Employee Pool)Estimated CC Closing Unit Consideration, subject to adjustment as set forth herein, and Echo shall accept such Units, and (B) admit Echo as a MemberCCH, with equal to the rightsEstimated CCH Closing Unit Consideration, powers(C) FHB LLC, obligations equal to the Estimated FHB LLC Closing Unit Consideration and duties set forth in (D) Xxxxxxxx, equal to the LLC Agreement Estimated Xxxxxxxx Closing Unit Consideration (the OP Common Units issued pursuant to this Section 3.3(b)(i), the “Echo Membership ConsiderationNew Units”). (ii) Each outstanding CFI shall deliver to CC a number of fully paid, validly issued and unexercised vested nonassessable shares of CFI Class A Common Stock (or vesting upon rounded to the Closing) Echo Holdco Option with an exercise price less than the Echo Per Share Purchase Price shall immediately and automatically be forfeited and cancelled, and the Echo Optionholder thereof (a “Vested Optionholder”) shall be entitled to receive in exchange therefor (i) an amount of the Echo Purchase Price (including any additional payments pursuant to Section 2.03(a)nearest whole share) equal to such Vested Optionholder’s pro rata portion the Estimated CC Closing Share Consideration (based on such Vested Optionholder’s Echo Deemed Option the shares of CFI Class A Common Stock delivered pursuant to this Section 3.3(b)(ii), the “New Shares”), less the number of New Shares Outstanding) of the Total Echo Option Cash Amount and (ii) Echo Securities (with equivalent value to such vested (or vesting upon the Closing) Echo Holdco Options other than those Echo Holdco Options receiving a portion of the Echo Purchase Price in clause (i) above) subject to terms to be agreed upon retention by MCKCFI under Section 7.22(b), Echo and Echo Holdco.as applicable; (iii) Each Echo Holdco Option OP shall pay in cash, in immediately available funds, to (iA) that was outstanding but unvested immediately prior to CC, the amount of the Estimated CC Closing Cash Consideration; (B) FHB LLC, the amount of the Estimated FHB LLC Closing Cash Consideration and (iiC) that was outstanding and vested (or vesting upon Xxxxxxxx, the Closing) with an exercise price greater than or equal to amount of the Echo Per Share Purchase Price, shall immediately and automatically be forfeited and cancelled and the Echo Optionholder thereof shall be entitled to receive in exchange thereof Echo Securities (with equivalent value to such Echo Holdco Options) subject to terms to be agreed upon by MCK, Echo and Echo Holdco.Estimated Xxxxxxxx Closing Cash Consideration; (iv) The Echo Shareholders OP shall sell pay to CC the Company, amount in cash of CFI Manager Fees and the Company will purchase from the Echo Shareholders, free and clear of all Liens (other than Permitted Liens), shares of common stock of Echo Holdco (allocated among the Echo Shareholders as determined by Echo Holdco prior to Closing and Expenses Amount set forth on the Estimated Echo Closing Statement) representing the Echo Purchase Price Percentage of the issued and outstanding capital stock of Echo Holdco, subject to the terms and conditions of this Agreement (the “Echo Holdco Share Transfer” and, together Disbursement Schedule in accordance with the Echo Contribution, payment instruction for such amount set forth on the “Echo Contributions and Transfers”). At the Closing, the Company shall deliver to the Echo Shareholders, as the aggregate purchase price for the shares transferred to the Company pursuant to the Echo Holdco Share Transfer and Vested Optionholders, an amount equal to the Echo Purchase Price, in immediately available funds by wire transfer to accounts for the benefit of the Echo with a bank in the United States designated by the Echo Representative by notice to the Company, which notice shall be delivered not later than two Business Days prior to the Closing Date (the “Echo Holdco Sale Consideration” Disbursement Schedule; and, together with the Echo Membership Consideration, the “Echo Membership and Sale Consideration”). (v) MCK OP shall cause one or more of its wholly-owned, direct or indirect Subsidiaries (each, an “MCK Contributor”) to contribute, convey, transfer, assign and deliver, or cause to be contributed, conveyed, transferred, assigned and delivered, pay in cash to the Company, free and clear of all Liens (other than Permitted Liens), and Persons to which the Company will accept from the MCK Contributors, 100% of the Core MTS Business (including the MCK Licensed Intellectual Property but excluding the MCK IPCo Owned Intellectual Property and the equity interests of certain MCK Contributed Entities (the “MCK DRE Contributed Entities”)), subject to the terms and conditions of this Agreement (the “Non-IP Contribution”). In consideration of the Non-IP ContributionClosing CC Transaction Expenses are due, the Company shall, at applicable amounts due to such Persons in accordance with the Closing, (i) issue Units to the MCK Contributors representing an aggregate Membership Percentage equal to the Non-IP Initial Percentage, subject to adjustment as payment instruction for such amounts set forth herein, and MCK shall cause on the MCK Contributors to accept such Units, and (ii) admit each MCK Contributor as a Member, with the rights, powers, obligations and duties set forth in the LLC Agreement (the “Non-IP Membership Consideration”)Disbursement Schedule. (vi) MCK shall cause MCK IPCo to contribute, convey, transfer, assign and deliver, or cause to be contributed, conveyed, transferred, assigned and delivered, to the Company, free and clear of all Liens (other than Permitted Liens), and the Company will accept from MCK IPCo, the MCK IPCo Owned Intellectual Property and the equity interests of the MCK DRE Contributed Entities, subject to the terms and conditions of this Agreement (the “MCK IPCo Contribution” and, together with the Non-IP Contribution, the “MCK Contributions”). In consideration of the MCK IPCo Contribution, the Company shall, at the Closing, (i) issue Units to MCK IPCo representing a Membership Percentage equal to the MCK IPCo Initial Percentage, subject to adjustment as set forth herein, and MCK shall cause MCK IPCo to accept such Units, (ii) admit MCK IPCo as a Member, with the rights, powers, obligations and duties set forth in the LLC Agreement, and (iii) assume the MCK Promissory Note (the “IPCo Membership Consideration” and, together with the Non-IP Membership Consideration, the “MCK Membership Consideration”). On the Closing Date, the Company shall repay the MCK Promissory Note Principal Amount in full satisfaction thereof in immediately available funds by wire transfer to an account of MCK with a bank in New York City designated by MCK, by notice to the Company, which notice shall be delivered not later than two Business Days prior to the Closing Date (the “MCK Note Payment”). (vii) Immediately after consummation of the Echo Contributions and Transfer and the MCK Contributions, the Company shall contribute all the assets and liabilities from the Echo Contributions and Transfer and the MCK Contributions to NewCo Intermediate Holdings, which in turn shall contribute all the assets and liabilities from the Echo Contributions and Transfer and the MCK Contributions to NewCo Holdings, in each case for which no additional equity interests of NewCo Intermediate Holdings or NewCo Holdings will be issued.

At the Closing. (i) Echo shallThe Seller shall deliver to SRFF, as escrow agent for the Purchaser, a certificate (or certificates) representing the Shares, along with fully executed stock powers that are medallion guaranteed and the Echo Shareholders shall cause Echo to, contribute, convey, transfer, assign and deliver, or cause to be contributed, conveyed, transferred, assigned and delivered, duly endorsed in form for transfer to the Company, free and clear of all Liens (other than Permitted Liens), and the Company will accept from Echo, shares of common stock of Echo Holdco representing the Echo Contributed Percentage of the issued and outstanding capital stock of Echo Holdco, Purchaser which shall be subject to such restrictions on transfer and carry the terms and conditions of this Agreement (the “Echo Contribution”). In consideration of the Echo Contribution, the Company shall, at the Closing, (A) issue Units to Echo representing a Membership Percentage equal to 30.0% (before taking into account the Employee Pool), subject to adjustment as set forth herein, and Echo shall accept such Units, and (B) admit Echo as a Member, with the rights, powers, obligations and duties legend set forth in the LLC Agreement (the “Echo Membership Consideration”)ii) below. (ii) Each outstanding The Purchaser understands and unexercised vested (or vesting upon agrees that the Closing) Echo Holdco Option with an exercise price less than certificates for the Echo Per Share Purchase Price Shares shall immediately and automatically be forfeited and cancelled, and bear substantially the Echo Optionholder thereof (a “Vested Optionholder”) shall be entitled to receive in exchange therefor following legend until (i) an amount such Shares shall have been registered under the Securities Act and effectively disposed of the Echo Purchase Price (including any additional payments pursuant to Section 2.03(a)) equal to such Vested Optionholder’s pro rata portion (based on such Vested Optionholder’s Echo Deemed Option Shares Outstanding) of the Total Echo Option Cash Amount and in accordance with a registration statement that has been declared effective or (ii) Echo in the opinion of counsel for the Company, such Shares may be sold without registration under the Securities Act of 1933, as amended (with equivalent value to such vested the “Securities Act”), as well as any applicable “blue sky” or state securities laws: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (or vesting upon the Closing) Echo Holdco Options other than those Echo Holdco Options receiving a portion of the Echo Purchase Price in clause (i) above) subject to terms to be agreed upon by MCKTHE “SECURITIES ACT”), Echo and Echo HoldcoOR ANY APPLICABLE STATE SECURITIES LAWS. SUCH SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES AND MAY NOT BE OFFERED FOR SALE, SOLD, DELIVERED AFTER SALE, TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FILED BY THE ISSUER WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION COVERING SUCH SECURITIES UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER THAT SUCH REGISTRATION IS NOT REQUIRED. (iii) Each Echo Holdco Option (i) that was outstanding but unvested immediately prior The Purchaser shall pay to the Closing and (ii) that was outstanding and vested (or vesting upon Seller the Closing) with an exercise price greater than or equal Purchase Price for the Shares by wire transfer of immediately available funds to SRFF, as escrow agent for the Echo Per Share Purchase Price, shall immediately and automatically be forfeited and cancelled and the Echo Optionholder thereof shall be entitled to receive in exchange thereof Echo Securities (with equivalent value to such Echo Holdco Options) subject to terms to be agreed upon by MCK, Echo and Echo HoldcoSeller. (iv) The Echo Shareholders shall sell to the Company, and the Company will purchase from the Echo Shareholders, free and clear of all Liens (other than Permitted Liens), shares of common stock of Echo Holdco (allocated among the Echo Shareholders as determined by Echo Holdco prior to Closing and set forth on the Estimated Echo Closing Statement) representing the Echo Purchase Price Percentage of the issued and outstanding capital stock of Echo Holdco, subject to the terms and conditions of this Agreement (the “Echo Holdco Share Transfer” and, together with the Echo Contribution, the “Echo Contributions and Transfers”). At the Closing, the Company Seller shall deliver to the Echo Shareholders, as the aggregate purchase price for the shares transferred to the Company pursuant to the Echo Holdco Share Transfer and Vested Optionholders, Purchaser an amount equal to the Echo Purchase Price, in immediately available funds by wire transfer to accounts for the benefit acknowledgement of cancellation of the Echo with a bank Note in substantially the United States designated by the Echo Representative by notice to the Company, which notice shall be delivered not later than two Business Days prior to the Closing Date (the “Echo Holdco Sale Consideration” and, together with the Echo Membership Consideration, the “Echo Membership and Sale Consideration”).form attached hereto as Exhibit A. (v) MCK The Seller shall cause one or more of its wholly-owned, direct or indirect Subsidiaries (each, an “MCK Contributor”) to contribute, convey, transfer, assign and deliver, or cause to be contributed, conveyed, transferred, assigned and delivered, deliver to the Company, free Purchaser an acknowledgement of release and clear of all Liens (other than Permitted Liens), and the Company will accept from the MCK Contributors, 100% termination of the Core MTS Business (including Security Agreement in substantially the MCK Licensed Intellectual Property but excluding the MCK IPCo Owned Intellectual Property and the equity interests of certain MCK Contributed Entities (the “MCK DRE Contributed Entities”)), subject to the terms and conditions of this Agreement (the “Non-IP Contribution”). In consideration of the Non-IP Contribution, the Company shall, at the Closing, (i) issue Units to the MCK Contributors representing an aggregate Membership Percentage equal to the Non-IP Initial Percentage, subject to adjustment form attached hereto as set forth herein, and MCK shall cause the MCK Contributors to accept such Units, and (ii) admit each MCK Contributor as a Member, with the rights, powers, obligations and duties set forth in the LLC Agreement (the “Non-IP Membership Consideration”). (vi) MCK shall cause MCK IPCo to contribute, convey, transfer, assign and deliver, or cause to be contributed, conveyed, transferred, assigned and delivered, to the Company, free and clear of all Liens (other than Permitted Liens), and the Company will accept from MCK IPCo, the MCK IPCo Owned Intellectual Property and the equity interests of the MCK DRE Contributed Entities, subject to the terms and conditions of this Agreement (the “MCK IPCo Contribution” and, together with the Non-IP Contribution, the “MCK Contributions”). In consideration of the MCK IPCo Contribution, the Company shall, at the Closing, (i) issue Units to MCK IPCo representing a Membership Percentage equal to the MCK IPCo Initial Percentage, subject to adjustment as set forth herein, and MCK shall cause MCK IPCo to accept such Units, (ii) admit MCK IPCo as a Member, with the rights, powers, obligations and duties set forth in the LLC Agreement, and (iii) assume the MCK Promissory Note (the “IPCo Membership Consideration” and, together with the Non-IP Membership Consideration, the “MCK Membership Consideration”). On the Closing Date, the Company shall repay the MCK Promissory Note Principal Amount in full satisfaction thereof in immediately available funds by wire transfer to an account of MCK with a bank in New York City designated by MCK, by notice to the Company, which notice shall be delivered not later than two Business Days prior to the Closing Date (the “MCK Note Payment”). (vii) Immediately after consummation of the Echo Contributions and Transfer and the MCK Contributions, the Company shall contribute all the assets and liabilities from the Echo Contributions and Transfer and the MCK Contributions to NewCo Intermediate Holdings, which in turn shall contribute all the assets and liabilities from the Echo Contributions and Transfer and the MCK Contributions to NewCo Holdings, in each case for which no additional equity interests of NewCo Intermediate Holdings or NewCo Holdings will be issued.Exhibit B.

At the Closing. (i) Echo shallBuyer shall deliver, by wire transfer of immediately available funds, to the Person(s) identified in the Payoff Letters the amounts payable to such Persons set forth in the Payoff Letters (the “Debt Payments”), as directed by the Payoff Letters; (ii) Buyer shall pay, by wire transfer of immediately available funds, the Transaction Expenses to the Persons and in the amounts set forth on the Closing Date Report; provided, however, that Buyer shall pay the aggregate amount of those transaction bonuses, change in control payments, and similar payments payable by the Acquired Companies at the Closing that Sellers determine shall be made through payroll (as such shall be indicated on the Closing Date Report), to the applicable Acquired Companies, and the Echo Shareholders Acquired Companies shall, no later than three (3) Business Days following the Closing Date, make the applicable payment to the applicable recipient (subject to applicable withholding Taxes) through one of the Acquired Companies’ payroll; (iii) Buyer shall cause Echo to, contribute, convey, transfer, assign and deliver, or cause by wire transfer of immediately available funds, U.S.$6,500,000 (the “Purchase Price Adjustment Escrow Amount”) to TMI Trust Company (together with its successors and permitted assigns, the “Escrow Agent”), to be contributedheld, conveyed, transferred, assigned invested and delivered, distributed in and from one or more escrow accounts maintained by the Escrow Agent pursuant to the Companyterms and conditions of the escrow agreement to be entered into by and among Buyer, Marina Holdings and the Escrow Agent as of the Closing Date (as amended, modified or supplemented from time to time in accordance with the terms thereof, the “Escrow Agreement”); (iv) [****] (v) Buyer shall deliver to Sellers: (A) the Closing Payment, as determined pursuant to Section 2.3(c), by wire transfer of immediately available funds to an account of Sellers (as distributed pursuant to pro rata allocations agreed by Marina Holdings and Buyer), which shall be designated in writing by Sellers at least two (2) Business Days prior to the Closing Date; (B) the certificate contemplated by ‎Section 7.3(c); (C) a counterpart of each Ancillary Agreement to which Buyer or any of its Affiliates is a party, duly executed on behalf of Buyer or such Affiliates; and (D) such other documents or instruments as Sellers reasonably requests and are reasonably necessary or advisable to consummate the transactions contemplated by this Agreement. (vi) Sellers shall deliver to Buyer: (A) an assignment of each Seller’s Purchased Units, in a form reasonably satisfactory to Buyer, duly executed by such Seller, together with certificate(s), if any, evidencing the Purchased Units, free and clear of all Liens (Encumbrances, duly endorsed in blank or accompanied by unit transfer powers or other than Permitted Liens), instruments of transfer duly executed in blank and the Company will accept from Echo, shares of common stock of Echo Holdco representing the Echo Contributed Percentage of the issued and outstanding capital stock of Echo Holdco, subject to the terms and conditions of this Agreement (the “Echo Contribution”). In consideration of the Echo Contribution, the Company shall, at the Closing, (A) issue Units to Echo representing a Membership Percentage equal to 30.0% (before taking into account the Employee Pool), subject to adjustment as set forth herein, and Echo shall accept such Units, and otherwise in proper form for transfer; (B) admit Echo as an assignment of IG Holdings’ Miami Interests, in a Memberform reasonably satisfactory to Buyer, duly executed by IG Holdings, together with certificate(s), if any, evidencing the rights, powers, obligations and duties set forth in the LLC Agreement (the “Echo Membership Consideration”). (ii) Each outstanding and unexercised vested (or vesting upon the Closing) Echo Holdco Option with an exercise price less than the Echo Per Share Purchase Price shall immediately and automatically be forfeited and cancelled, and the Echo Optionholder thereof (a “Vested Optionholder”) shall be entitled to receive in exchange therefor (i) an amount of the Echo Purchase Price (including any additional payments pursuant to Section 2.03(a)) equal to such Vested Optionholder’s pro rata portion (based on such Vested Optionholder’s Echo Deemed Option Shares Outstanding) of the Total Echo Option Cash Amount and (ii) Echo Securities (with equivalent value to such vested (or vesting upon the Closing) Echo Holdco Options other than those Echo Holdco Options receiving a portion of the Echo Purchase Price in clause (i) above) subject to terms to be agreed upon by MCK, Echo and Echo Holdco. (iii) Each Echo Holdco Option (i) that was outstanding but unvested immediately prior to the Closing and (ii) that was outstanding and vested (or vesting upon the Closing) with an exercise price greater than or equal to the Echo Per Share Purchase Price, shall immediately and automatically be forfeited and cancelled and the Echo Optionholder thereof shall be entitled to receive in exchange thereof Echo Securities (with equivalent value to such Echo Holdco Options) subject to terms to be agreed upon by MCK, Echo and Echo Holdco. (iv) The Echo Shareholders shall sell to the Company, and the Company will purchase from the Echo ShareholdersMiami Interests, free and clear of all Liens Encumbrances, duly endorsed in blank or accompanied by unit transfer powers or other instruments of transfer duly executed in blank and otherwise in proper form for transfer; (other than Permitted Liens)C) an assignment of MOF Xxxxxxx Bay’s Xxxxxxx Bay Interests, shares of common stock of Echo Holdco (allocated among the Echo Shareholders as determined in a form reasonably satisfactory to Buyer, duly executed by Echo Holdco prior to Closing and set forth on the Estimated Echo Closing Statement) representing the Echo Purchase Price Percentage of the issued and outstanding capital stock of Echo Holdco, subject to the terms and conditions of this Agreement (the “Echo Holdco Share Transfer” andMOF Xxxxxxx Bay, together with certificate(s), if any, evidencing the Echo Contribution, the “Echo Contributions and Transfers”). At the Closing, the Company shall deliver to the Echo Shareholders, as the aggregate purchase price for the shares transferred to the Company pursuant to the Echo Holdco Share Transfer and Vested Optionholders, an amount equal to the Echo Purchase Price, in immediately available funds by wire transfer to accounts for the benefit of the Echo with a bank in the United States designated by the Echo Representative by notice to the Company, which notice shall be delivered not later than two Business Days prior to the Closing Date (the “Echo Holdco Sale Consideration” and, together with the Echo Membership Consideration, the “Echo Membership and Sale Consideration”). (v) MCK shall cause one or more of its wholly-owned, direct or indirect Subsidiaries (each, an “MCK Contributor”) to contribute, convey, transfer, assign and deliver, or cause to be contributed, conveyed, transferred, assigned and delivered, to the CompanyXxxxxxx Bay Interests, free and clear of all Liens Encumbrances, duly endorsed in blank or accompanied by unit transfer powers or other instruments of transfer duly executed in blank and otherwise in proper form for transfer; (D) the certificate contemplated by ‎Section 7.2(d); (E) a counterpart of each Ancillary Agreement to which Sellers or any of their Affiliates are a party, duly executed by Sellers or such Affiliates; (F) the resignation letters referred to in Section 5.8; (G) payoff and release letters (the “Payoff Letters”) from the holders of the Indebtedness set forth on Section 2.3(b) of the Sellers Disclosure Schedules that (i) reflect the amounts required in order to pay in full all such Indebtedness outstanding as of the Closing Date and (ii) provide that, upon payment in full of the amounts indicated, all Claims (other than Permitted Liens), and Encumbrances) with respect to the Company will accept from the MCK Contributors, 100% assets of the Core MTS Business (including the MCK Licensed Intellectual Property but excluding the MCK IPCo Owned Intellectual Property Acquired Companies shall be terminated and the equity interests of certain MCK Contributed Entities (the “MCK DRE Contributed Entities”))no further force and effect, subject together with UCC-3 termination statements with respect to the terms and conditions of this Agreement (financing statements filed against the “Non-IP Contribution”). In consideration assets of the Non-IP ContributionAcquired Companies by the holders of such liens; (H) with respect to each Seller and each Single Asset Seller, the Company shall, at the Closing, an IRS Form W-9; (i) issue Units to a copy of the MCK Contributors representing an aggregate Membership Percentage equal to Organizational Documents of each of the Non-IP Initial Percentage, subject to adjustment as set forth herein, and MCK shall cause Acquired Companies incorporated or formed in the MCK Contributors to accept such Units, U.S. certified by the Secretary of State of the relevant state of incorporation or formation and (ii) admit a certificate of good standing or active status for each MCK Contributor as a Member, with of the rights, powers, obligations and duties set forth Acquired Companies incorporated or formed in the LLC Agreement (U.S. issued by the “Non-IP Membership Consideration”). (vi) MCK shall cause MCK IPCo to contribute, convey, transfer, assign and deliver, or cause to be contributed, conveyed, transferred, assigned and delivered, to the Company, free and clear Secretary of all Liens (other than Permitted Liens), and the Company will accept from MCK IPCo, the MCK IPCo Owned Intellectual Property and the equity interests State of the MCK DRE Contributed Entitiesrelevant state of incorporation or formation, subject to the terms and conditions of this Agreement in each case, dated within ten (the “MCK IPCo Contribution” and, together with the Non-IP Contribution, the “MCK Contributions”). In consideration of the MCK IPCo Contribution, the Company shall, at the Closing, (i10) issue Units to MCK IPCo representing a Membership Percentage equal to the MCK IPCo Initial Percentage, subject to adjustment as set forth herein, and MCK shall cause MCK IPCo to accept such Units, (ii) admit MCK IPCo as a Member, with the rights, powers, obligations and duties set forth in the LLC Agreement, and (iii) assume the MCK Promissory Note (the “IPCo Membership Consideration” and, together with the Non-IP Membership Consideration, the “MCK Membership Consideration”). On the Closing Date, the Company shall repay the MCK Promissory Note Principal Amount in full satisfaction thereof in immediately available funds by wire transfer to an account of MCK with a bank in New York City designated by MCK, by notice to the Company, which notice shall be delivered not later than two Business Days days prior to the Closing Date (the “MCK Note Payment”).Date; (viiJ) Immediately after consummation a certificate signed by the secretary, manager or equivalent officer of each of the Echo Contributions Acquired Companies certifying as to the Organizational Documents of such Acquired Company and Transfer that such Organizational Documents have not been rescinded or modified and remain in full force and effect as of the Closing Date; (K) a certificate signed by the secretary or manager of each Seller certifying: (i) the resolutions of the board of directors or manager or other authorizing body of such Seller authorizing the execution, delivery and performance of this Agreement and the MCK Contributions, transactions contemplated by this Agreement and that such resolutions have not been rescinded or modified and remain in full force and effect as of the Company shall contribute Closing Date; and (ii) incumbency and signatures of the officers of such Seller executing this Agreement or any other agreement contemplated by this Agreement; (L) two copies of a USB or similar electronic storage containing all of the assets information uploaded to the Data Room and liabilities from made available to Buyer by Sellers; and (M) such other documents or instruments as Buyer reasonably request and are reasonably necessary or advisable to consummate the Echo Contributions and Transfer and the MCK Contributions to NewCo Intermediate Holdings, which in turn shall contribute all the assets and liabilities from the Echo Contributions and Transfer and the MCK Contributions to NewCo Holdings, in each case for which no additional equity interests of NewCo Intermediate Holdings or NewCo Holdings will be issuedtransactions contemplated by this Agreement.

At the Closing. (i) Echo shallBuyer shall deliver, and the Echo Shareholders Parent shall cause Echo to, contribute, convey, transfer, assign and Buyer to deliver, or cause to Seller, by wire transfer of immediately available federal funds to an account designated by Seller, the Estimated Closing Consideration, less (A) the Escrow Amount, and (B) the amounts to be contributed, conveyed, transferred, assigned and delivered, to the Company, free and clear of all Liens (other than Permitted Liens), and the Company will accept from Echo, shares of common stock of Echo Holdco representing the Echo Contributed Percentage of the issued and outstanding capital stock of Echo Holdco, subject to the terms and conditions of this Agreement (the “Echo Contribution”). In consideration of the Echo Contribution, the Company shallpaid, at the Closing, to Txx Xxxxxxx, Rxx Xxxxxxx and Cxxxx Xxxxxxxx pursuant to the Bonus Agreements; (ii) Buyer shall deliver, and Parent shall cause Buyer to deliver, to the Escrow Agent, for deposit into an escrow account (the “Escrow Account”) established pursuant to the Escrow Agreement, the Escrow Amount; (iii) Buyer shall deliver, and Parent shall cause Buyer to deliver, to Seller, for redelivery to Txx Xxxxxxx, Rxx Xxxxxxx and Cxxxx Xxxxxxxx, checks made payable to such individuals in the amounts to be paid to them at the Closing, less applicable withholding taxes, pursuant to the Bonus Agreements; (iv) Each of Parent, Buyer, Seller and the Escrow Agent shall duly execute and deliver to each other the Escrow Agreement; (v) Buyer shall have received payoff letters from Chase Bank with respect to the total amount of indebtedness then owed to Chase Bank (or to any of such lender’s predecessors-in-interest) by the Company and/or CSOC, and made (and Parent shall have caused Buyer to make) the payments called for thereby; (vi) Buyer and Parent shall have caused to be delivered to each of Axxxx and Seller, in form and substance reasonably satisfactory to Axxxx and Seller in their respective sole and absolute discretions, duly executed full written releases of Axxxx, Seller and each of their respective predecessors-in-interest (collectively, the “Axxxx Releasees”) by applicable third parties with respect to any and all obligations, liabilities or indebtedness of or relating to the Company or CSOC for which any of the Axxxx Releasees is or could become personally liable (including, without limitation, releases from Chase Bank and Shell Oil); (vii) Axxxx and Seller shall have caused to be delivered to Buyer, in form and substance reasonably satisfactory to Buyer in its sole and absolute discretion, duly executed full written releases of the Company by applicable third parties with respect to any and all personal obligations, liabilities or indebtedness of or relating to Axxxx, Seller and/or each of their respective predecessors-in-interests for which the Company is or could become liable (including, without limitation, releases from Chase Bank); (viii) Parent shall duly execute and deliver to each of Seller, Txx Xxxxxxx, Rxx Xxxxxxx and Cxxxx Xxxxxxxx a written agreement (collectively, the “Option Agreements”), in the forms attached hereto as Exhibit C-1, C-2, C-3 and C-4, respectively; (ix) Axxxx and Seller shall cause each of Big Pine Investments L.L.C. — I, Yuma — Canyon State Limited Partnership, and Advance Fuels, L.L.C., respectively, as landlord, and Buyer and Parent shall cause the Company, as tenant, to duly execute and deliver to each other replacement leases of the 5000 Xxxx Xxxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxx, 100 Xxxx 00xx Xxxxxx, Xxxx, Xxxxxxx and 500 Xxxxx 00xx Xxxxxx, Xxxxxxx, Arizona, respectively, real property and facilities presently being utilized by the Company for the conduct of its business operations (collectively, the “Non-Sovereign Properties”), in the forms attached hereto, respectively, as Exhibits I-1, I-2 and I-3 (collectively, the “Non-Sovereign Leases”), Parent shall duly execute and deliver to each of Big Pine Investments, L.L.C. — I, Yuma — Canyon State Limited Partnership, and Advance Fuels, L.L.C., respectively, a guaranty of the Company’s obligations under the Non-Sovereign Leases to which such entity is a party in the forms attached hereto, respectively, as Exhibits J-0, X-0 xxx X-0, xxx Xxxxx and Seller shall cause each of Big Pine Investments L.L.C. – I, Yuma – Canyon State Limited Partnership, and Advance Fuels, L.L.C., respectively, as landlord, and Parent shall cause the Company, as tenant, to duly execute and deliver to each other termination agreements (individually, a “Lease Termination Agreement”) in the form attached hereto as Exhibit G with respect to any and all then-existing leases between such entities affecting the Non-Sovereign Properties; (x) With respect to those certain sale-leaseback transactions (hereinafter, the “Sovereign Investment Transactions”) contemplated to be undertaken by and between the Company, CSOC and certain of the Company’s Affiliates, on the one hand, and Sovereign CS, LLC, a Delaware limited liability company (hereinafter, “Sovereign”), on the other, pursuant to that certain Real Estate Purchase and Sale Agreement (Including Escrow Instructions), dated effective July 24, 2006, together with Letter Agreement #1, dated July 27, 2006, Holdback Work Letter Agreement, dated July 28, 2006, First Amendment to Real Estate Purchase and Sale Agreement (Including Escrow Instructions), dated August 23, 2006, Second Amendment to Real Estate Purchase and Sale Agreement (Including Escrow Instructions), dated September 6, 2006 and Letter Agreement #2, dated September 8, 2006 (collectively, and as the same hereafter may be amended from time to time, the “Sovereign Purchase Agreement”), copies of each of which previously have been furnished to and approved by both Buyer and Parent: (A) issue Units in the event the Sovereign Investment Transactions have been consummated on or prior to Echo representing a Membership Percentage equal the Closing Date, then on the Closing Date: (I) Sovereign, as landlord, shall, and Buyer and Parent shall cause the Company, as tenant, to, duly execute and deliver to 30.0% each other new or replacement (before taking into account as the Employee Poolcase may be) leases for the 2000 Xxxxx 00xx Xxxxxx, Xxxxxxx, Xxxxxxx, 901 & 900 Xxxxx Xxxx Xxxxxx, Xxxxxx, Arizona, 2000 Xxxxx 00xx Xxxxxx, Xxxxxxx, Xxxxxxx, 10000 Xxxxxxx Xxx, Xx Xxxx, Xxxxx, 800 Xxxxxxxxxx Xxxx NE, Albuquerque, New Mexico, and 4000 Xxxxx Xxxxxx, North Las Vegas, Nevada real property and facilities presently being utilized by the Company for the conduct of its business operations (collectively, together with the real property and facilities described in clause (III) hereof, the “Sovereign Properties”), subject in the forms attached hereto, respectively, as Exxxxxxx X-0, X-0, X-0, X-0, X-0 and K-6 (collectively, together with the lease referred to adjustment in clause (III) hereof, the “Sovereign Replacement Leases”); (II) Parent shall duly execute and deliver to Sovereign a guaranty of the Company’s obligations under each of the Sovereign Replacement Leases in the forms attached hereto, respectively, as set forth hereinExxxxxxx X-0, X-0, X-0, X-0, X-0 xxx X-0; (III) Sovereign, as landlord, and Echo CSOC, as tenant, shall accept such Unitsduly execute and deliver to each other a Sovereign Replacement Lease for the 9000 Xxxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxx real property and facility currently being used by the Company and CSOC for the conduct of their business operations in the form attached hereto as Exhibit K-7; (IV) Parent shall duly execute and deliver to Sovereign, and cause the Company to duly execute and deliver to Sovereign, guaranties of CSOC’s obligations under the Sovereign Replacement Lease in the forms attached hereto as Exhibit L-7 and Exhibit L-8; and (BV) admit Echo Sovereign, as landlord, shall, and Buyer and Parent shall cause the Company, as tenant, to, enter into a MemberLease Termination Agreement with respect to any and all then-existing leases between such entities affecting each of the Sovereign Properties; provided, however, that in the event that on the Closing Date the sale-leaseback of all of the Sovereign Properties have been consummated other than the sale-leaseback of the 901 & 900 Xxxxx Xxxx Xxxxxx, Xxxxxx, Xxxxxxx real property and facility, which non-consummation is permitted in accordance with the rights, powers, obligations terms and duties conditions set forth in the LLC Agreement (the “Echo Membership Consideration”). (ii) Each outstanding and unexercised vested (or vesting upon the Closing) Echo Holdco Option with an exercise price less than the Echo Per Share Purchase Price shall immediately and automatically be forfeited and cancelledHoldback Work Letter Agreement, and the Echo Optionholder thereof (a “Vested Optionholder”) shall be entitled to receive in exchange therefor (i) an amount of the Echo Purchase Price (including any additional payments pursuant to Section 2.03(a)) equal to such Vested Optionholder’s pro rata portion (based dated July 28, 2006, then on such Vested Optionholder’s Echo Deemed Option Shares Outstanding) of the Total Echo Option Cash Amount and (ii) Echo Securities (with equivalent value to such vested (or vesting upon the Closing) Echo Holdco Options other than those Echo Holdco Options receiving a portion of the Echo Purchase Price in clause (i) above) subject to terms to be agreed upon by MCK, Echo and Echo Holdco. (iii) Each Echo Holdco Option (i) that was outstanding but unvested immediately prior to the Closing and (ii) that was outstanding and vested (or vesting upon the Closing) with an exercise price greater than or equal to the Echo Per Share Purchase Price, shall immediately and automatically be forfeited and cancelled and the Echo Optionholder thereof shall be entitled to receive in exchange thereof Echo Securities (with equivalent value to such Echo Holdco Options) subject to terms to be agreed upon by MCK, Echo and Echo Holdco. (iv) The Echo Shareholders shall sell to the Company, and the Company will purchase from the Echo Shareholders, free and clear of all Liens (other than Permitted Liens), shares of common stock of Echo Holdco (allocated among the Echo Shareholders as determined by Echo Holdco prior to Closing and set forth on the Estimated Echo Closing Statement) representing the Echo Purchase Price Percentage of the issued and outstanding capital stock of Echo Holdco, subject to the terms and conditions of this Agreement (the “Echo Holdco Share Transfer” and, together with the Echo Contribution, the “Echo Contributions and Transfers”). At the Closing, the Company shall deliver to the Echo Shareholders, as the aggregate purchase price for the shares transferred to the Company pursuant to the Echo Holdco Share Transfer and Vested Optionholders, an amount equal to the Echo Purchase Price, in immediately available funds by wire transfer to accounts for the benefit of the Echo with a bank in the United States designated by the Echo Representative by notice to the Company, which notice shall be delivered not later than two Business Days prior to the Closing Date (the “Echo Holdco Sale Consideration” and, together with the Echo Membership Consideration, the “Echo Membership Axxxx and Sale Consideration”). (v) MCK Seller shall cause one or more of its wholly-owned, direct or indirect Subsidiaries (each, an “MCK Contributor”) to contribute, convey, transfer, assign and deliver, or cause to be contributed, conveyed, transferred, assigned and delivered, to the Company, free and clear of all Liens (other than Permitted Liens), and the Company will accept from the MCK Contributors, 100% of the Core MTS Business (including the MCK Licensed Intellectual Property but excluding the MCK IPCo Owned Intellectual Property and the equity interests of certain MCK Contributed Entities (the “MCK DRE Contributed Entities”)), subject to the terms and conditions of this Agreement (the “Non-IP Contribution”). In consideration of the Non-IP Contribution, the Company shall, at the Closing, (i) issue Units to the MCK Contributors representing an aggregate Membership Percentage equal to the Non-IP Initial Percentage, subject to adjustment as set forth herein, and MCK shall cause the MCK Contributors to accept such Units, and (ii) admit each MCK Contributor as a Member, with the rights, powers, obligations and duties set forth in the LLC Agreement (the “Non-IP Membership Consideration”). (vi) MCK shall cause MCK IPCo to contribute, convey, transfer, assign and deliver, or cause to be contributed, conveyed, transferred, assigned and delivered, to the Company, free and clear of all Liens (other than Permitted Liens), and the Company will accept from MCK IPCo, the MCK IPCo Owned Intellectual Property and the equity interests of the MCK DRE Contributed Entities, subject to the terms and conditions of this Agreement (the “MCK IPCo Contribution” and, together with the Non-IP Contribution, the “MCK Contributions”). In consideration of the MCK IPCo Contribution, the Company shall, at the Closing, (i) issue Units to MCK IPCo representing a Membership Percentage equal to the MCK IPCo Initial Percentage, subject to adjustment as set forth herein, and MCK shall cause MCK IPCo to accept such Units, (ii) admit MCK IPCo as a Member, with the rights, powers, obligations and duties set forth in the LLC Agreement, and (iii) assume the MCK Promissory Note (the “IPCo Membership Consideration” and, together with the Non-IP Membership Consideration, the “MCK Membership Consideration”). On the Closing Date, the Company shall repay the MCK Promissory Note Principal Amount in full satisfaction thereof in immediately available funds by wire transfer to an account of MCK with a bank in New York City designated by MCK, by notice to the Company, which notice shall be delivered not later than two Business Days prior to the Closing Date (the “MCK Note Payment”). (vii) Immediately after consummation of the Echo Contributions and Transfer and the MCK Contributions, the Company shall contribute all the assets and liabilities from the Echo Contributions and Transfer and the MCK Contributions to NewCo Intermediate Holdings, which in turn shall contribute all the assets and liabilities from the Echo Contributions and Transfer and the MCK Contributions to NewCo Holdings, in each case for which no additional equity interests of NewCo Intermediate Holdings or NewCo Holdings will be issued.B.A.R.T. Investments

At the Closing. (i) Echo shallThe Seller shall deliver to SRFF, as escrow agent for the Purchaser, a certificate (or certificates) representing the Shares, along with fully executed stock powers that are medallion guaranteed and the Echo Shareholders shall cause Echo to, contribute, convey, transfer, assign and deliver, or cause to be contributed, conveyed, transferred, assigned and delivered, duly endorsed in form for transfer to the Company, free and clear of all Liens (other than Permitted Liens), and the Company will accept from Echo, shares of common stock of Echo Holdco representing the Echo Contributed Percentage of the issued and outstanding capital stock of Echo Holdco, Purchaser which shall be subject to such restrictions on transfer and carry the terms and conditions of this Agreement (the “Echo Contribution”). In consideration of the Echo Contribution, the Company shall, at the Closing, (A) issue Units to Echo representing a Membership Percentage equal to 30.0% (before taking into account the Employee Pool), subject to adjustment as set forth herein, and Echo shall accept such Units, and (B) admit Echo as a Member, with the rights, powers, obligations and duties legend set forth in the LLC Agreement (the “Echo Membership Consideration”)ii) below. (ii) Each outstanding The Purchaser understands and unexercised vested (or vesting upon agrees that the Closing) Echo Holdco Option with an exercise price less than certificates for the Echo Per Share Purchase Price Shares shall immediately and automatically be forfeited and cancelled, and bear substantially the Echo Optionholder thereof (a “Vested Optionholder”) shall be entitled to receive in exchange therefor following legend until (i) an amount such Shares shall have been registered under the Securities Act and effectively disposed of the Echo Purchase Price (including any additional payments pursuant to Section 2.03(a)) equal to such Vested Optionholder’s pro rata portion (based on such Vested Optionholder’s Echo Deemed Option Shares Outstanding) of the Total Echo Option Cash Amount and in accordance with a registration statement that has been declared effective or (ii) Echo in the opinion of counsel for the Company, such Shares may be sold without registration under the Securities Act of 1933, as amended (with equivalent value to such vested the “Securities Act”), as well as any applicable “blue sky” or state securities laws: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (or vesting upon the Closing) Echo Holdco Options other than those Echo Holdco Options receiving a portion of the Echo Purchase Price in clause (i) above) subject to terms to be agreed upon by MCKTHE “SECURITIES ACT”), Echo and Echo HoldcoOR ANY APPLICABLE STATE SECURITIES LAWS. SUCH SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES AND MAY NOT BE OFFERED FOR SALE, SOLD, DELIVERED AFTER SALE, TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FILED BY THE ISSUER WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION COVERING SUCH SECURITIES UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER THAT SUCH REGISTRATION IS NOT REQUIRED. (iii) Each Echo Holdco Option (i) that was outstanding but unvested immediately prior The Purchaser shall pay to the Closing and (ii) that was outstanding and vested (or vesting upon Seller $200,000, representing the Closing) with an exercise price greater than or equal Cash Purchase Price less the Cash Advance, for the Shares by wire transfer of immediately available funds to SRFF, as escrow agent for the Echo Per Share Purchase Price, shall immediately and automatically be forfeited and cancelled and the Echo Optionholder thereof shall be entitled to receive in exchange thereof Echo Securities (with equivalent value to such Echo Holdco Options) subject to terms to be agreed upon by MCK, Echo and Echo HoldcoSeller. (iv) The Echo Shareholders shall sell to the Company, and the Company will purchase from the Echo Shareholders, free and clear of all Liens (other than Permitted Liens), shares of common stock of Echo Holdco (allocated among the Echo Shareholders as determined by Echo Holdco prior to Closing and set forth on the Estimated Echo Closing Statement) representing the Echo Purchase Price Percentage of the issued and outstanding capital stock of Echo Holdco, subject to the terms and conditions of this Agreement (the “Echo Holdco Share Transfer” and, together with the Echo Contribution, the “Echo Contributions and Transfers”). At the Closing, the Company Seller shall deliver to the Echo Shareholders, Purchaser an acknowledgment of cancellation the Indebtedness in substantially the form attached hereto as the aggregate purchase price for the shares transferred to the Company pursuant to the Echo Holdco Share Transfer and Vested Optionholders, an amount equal to the Echo Purchase Price, in immediately available funds by wire transfer to accounts for the benefit of the Echo with a bank in the United States designated by the Echo Representative by notice to the Company, which notice shall be delivered not later than two Business Days prior to the Closing Date (the “Echo Holdco Sale Consideration” and, together with the Echo Membership Consideration, the “Echo Membership and Sale Consideration”).Exhibit A. (v) MCK The Purchaser shall cause one or more of its wholly-owned, direct or indirect Subsidiaries (each, an “MCK Contributor”) to contribute, convey, transfer, assign and deliver, or cause to be contributed, conveyed, transferred, assigned and delivered, deliver to the Company, free and clear of all Liens (other than Permitted Liens), and the Company will accept from the MCK Contributors, 100% of the Core MTS Business (including the MCK Licensed Intellectual Property but excluding the MCK IPCo Owned Intellectual Property and the equity interests of certain MCK Contributed Entities (the “MCK DRE Contributed Entities”)), subject to the terms and conditions of this Agreement (the “Non-IP Contribution”). In consideration of the Non-IP Contribution, the Company shall, at the Closing, (i) issue Units to the MCK Contributors representing an aggregate Membership Percentage equal to the Non-IP Initial Percentage, subject to adjustment as set forth herein, and MCK shall cause the MCK Contributors to accept such Units, and (ii) admit each MCK Contributor as Seller a Member, with the rights, powers, obligations and duties set forth in the LLC Agreement (the “Non-IP Membership Consideration”)duly executed Conveyance Agreement. (vi) MCK The Seller shall cause MCK IPCo to contribute, convey, transfer, assign and deliver, or cause to be contributed, conveyed, transferred, assigned and delivered, deliver to the Company, free and clear of all Liens (other than Permitted Liens), and the Company will accept from MCK IPCo, the MCK IPCo Owned Intellectual Property and the equity interests of the MCK DRE Contributed Entities, subject to the terms and conditions of this Agreement (the “MCK IPCo Contribution” and, together with the Non-IP Contribution, the “MCK Contributions”). In consideration of the MCK IPCo Contribution, the Company shall, at the Closing, (i) issue Units to MCK IPCo representing Purchaser a Membership Percentage equal to the MCK IPCo Initial Percentage, subject to adjustment as set forth herein, and MCK shall cause MCK IPCo to accept such Units, (ii) admit MCK IPCo as a Member, with the rights, powers, obligations and duties set forth in the LLC duly executed Conveyance Agreement, and (iii) assume the MCK Promissory Note (the “IPCo Membership Consideration” and, together with the Non-IP Membership Consideration, the “MCK Membership Consideration”). On the Closing Date, the Company shall repay the MCK Promissory Note Principal Amount in full satisfaction thereof in immediately available funds by wire transfer to an account of MCK with a bank in New York City designated by MCK, by notice to the Company, which notice shall be delivered not later than two Business Days prior to the Closing Date (the “MCK Note Payment”). (vii) Immediately after consummation of the Echo Contributions and Transfer and the MCK Contributions, the Company shall contribute all the assets and liabilities from the Echo Contributions and Transfer and the MCK Contributions to NewCo Intermediate Holdings, which in turn shall contribute all the assets and liabilities from the Echo Contributions and Transfer and the MCK Contributions to NewCo Holdings, in each case for which no additional equity interests of NewCo Intermediate Holdings or NewCo Holdings will be issued.

At the Closing. (i) Echo shall, and the Echo Shareholders shall cause Echo to, contribute, convey, transfer, assign and deliver, or cause to be contributed, conveyed, transferred, assigned and delivered, to the Company, free and clear of all Liens (other than Permitted Liens), and the Company will accept from Echo, shares of common stock of Echo Holdco representing the Echo Contributed Percentage of the issued and outstanding capital stock of Echo Holdco, subject to the terms and conditions of this Agreement (the “Echo Contribution”). In consideration of the Echo Contribution, the Company shall, at the Closing, (A) issue Units to Echo representing a Membership Percentage equal to 30.0% (before taking into account the Employee Pool), subject to adjustment as set forth herein, and Echo shall accept such Units, and (B) admit Echo as a Member, with the rights, powers, obligations and duties set forth in the LLC Agreement (the “Echo Membership Consideration”). (ii) Each outstanding and unexercised vested (or vesting upon the Closing) Echo Holdco Option with an exercise price less than the Echo Per Share Purchase Price shall immediately and automatically be forfeited and cancelled, and the Echo Optionholder thereof (a “Vested Optionholder”) shall be entitled to receive in exchange therefor (i) an amount of the Echo Purchase Price (including any additional payments pursuant to Section 2.03(a)) equal to such Vested Optionholder’s pro rata portion (based on such Vested Optionholder’s Echo Deemed Option Shares Outstanding) of the Total Echo Option Cash Amount and (ii) Echo Securities (with equivalent value to such vested (or vesting upon the Closing) Echo Holdco Options other than those Echo Holdco Options receiving a portion of the Echo Purchase Price in clause (i) above) subject to terms to be agreed upon by MCK, Echo and Echo Holdco. (iii) Each Echo Holdco Option (i) that was outstanding but unvested immediately prior to the Closing and (ii) that was outstanding and vested (or vesting upon the Closing) with an exercise price greater than or equal to the Echo Per Share Purchase Price, shall immediately and automatically be forfeited and cancelled and the Echo Optionholder thereof shall be entitled to receive in exchange thereof Echo Securities (with equivalent value to such Echo Holdco Options) subject to terms to be agreed upon by MCK, Echo and Echo Holdco. (iv) The Echo Shareholders shall sell to the Company, and the Company will purchase from the Echo Shareholders, free and clear of all Liens (other than Permitted Liens), shares of common stock of Echo Holdco (allocated among the Echo Shareholders as determined by Echo Holdco prior to Closing and set forth on the Estimated Echo Closing Statement) representing the Echo Purchase Price Percentage of the issued and outstanding capital stock of Echo Holdco, subject to the terms and conditions of this Agreement (the “Echo Holdco Share Transfer” and, together with the Echo Contribution, the “Echo Contributions and Transfers”). At the Closing, the Company shall deliver to the Echo Shareholders, as the aggregate purchase price for the shares transferred to the Company pursuant to the Echo Holdco Share Transfer and Vested Optionholders, an amount equal to the Echo Purchase Price, in immediately available funds by wire transfer to accounts for the benefit of the Echo with a bank in the United States designated by the Echo Representative by notice to the Company, which notice shall be delivered not later than two Business Days prior to the Closing Date (the “Echo Holdco Sale Consideration” and, together with the Echo Membership Consideration, the “Echo Membership and Sale Consideration”). (v) MCK shall cause one or more of its wholly-owned, direct or indirect Subsidiaries (each, an “MCK Contributor”) to contribute, convey, transfer, assign and deliver, or cause to be contributed, conveyed, transferred, assigned and delivered, to the Company, free and clear of all Liens (other than Permitted Liens), and the Company will accept from the MCK Contributors, 100% of the Core MTS Business (including the MCK Licensed Intellectual Property but excluding the MCK IPCo Owned Intellectual Property and the equity interests of certain MCK Contributed Entities (the “MCK DRE Contributed Entities”)), subject to the terms and conditions of this Agreement (the “Non-IP Contribution”). In consideration of the Non-IP Contribution, the Company shall, at the Closing, (i) issue Units to the MCK Contributors representing an aggregate Membership Percentage equal to the Non-IP Initial Percentage, subject to adjustment as set forth herein, and MCK shall cause the MCK Contributors to accept such Units, and (ii) admit each MCK Contributor as a Member, with the rights, powers, obligations and duties set forth in the LLC Agreement (the “Non-IP Membership Consideration”). (vi) MCK shall cause MCK IPCo to contribute, convey, transfer, assign and deliver, or cause to be contributed, conveyed, transferred, assigned and delivered, to the Company, free and clear of all Liens (other than Permitted Liens), and the Company will accept from MCK IPCo, the MCK IPCo Owned Intellectual Property and the equity interests of the MCK DRE Contributed Entities, subject to the terms and conditions of this Agreement (the “MCK IPCo Contribution” and, together with the Non-IP Contribution, the “MCK Contributions”). In consideration of the MCK IPCo Contribution, the Company shall, at the Closing, (i) issue Units to MCK IPCo representing a Membership Percentage equal to the MCK IPCo Initial Percentage, subject to adjustment as set forth herein, and MCK shall cause MCK IPCo to accept such Units, (ii) admit MCK IPCo as a Member, with the rights, powers, obligations and duties set forth in the LLC Agreement, and (iii) assume the MCK Promissory Note (the “IPCo Membership Consideration” and, together with the Non-IP Membership Consideration, the “MCK Membership Consideration”). On the Closing Date, the Company shall repay the MCK Promissory Note Principal Amount in full satisfaction thereof in immediately available funds by wire transfer to an account of MCK with a bank in New York City designated by MCK, by notice to the Company, which notice shall be delivered not later than two Business Days prior to the Closing Date (the “MCK Note Payment”). (vii) Immediately after consummation of the Echo Contributions and Transfer and the MCK Contributions, the Company shall contribute all the assets and liabilities from the Echo Contributions and Transfer and the MCK Contributions to NewCo Intermediate Holdings, which in turn shall contribute all the assets and liabilities from the Echo Contributions and Transfer and the MCK Contributions to NewCo Holdings, in each case for which no additional equity interests of NewCo Intermediate Holdings or NewCo Holdings will be issued.

At the Closing. (i) Echo shall, and the Echo Shareholders parties hereto shall cause Echo toa Certificate of Merger, contributein substantially the form attached hereto as Annex C, conveyto be filed with the Secretary of State of the State of Delaware (the "Certificate of Merger"), transfer, assign and deliver, in accordance with the applicable provisions of the DGCL; (ii) Parent shall deposit or shall cause to be contributeddeposited with Wilmington Trust, conveyedNational Association, transferred, assigned and delivered, to or in the Company, free and clear of all Liens (other than Permitted Liens), alternative a paying agent selected jointly by Parent and the Company will accept from Echo, shares of common stock of Echo Holdco representing the Echo Contributed Percentage of the issued and outstanding capital stock of Echo Holdco, subject to the terms and conditions of this Agreement (the “Echo Contribution”). In consideration of the Echo Contribution, the Company shall, at the Closing, (A) issue Units to Echo representing a Membership Percentage equal to 30.0% (before taking into account the Employee Pool), subject to adjustment as set forth herein, and Echo shall accept such Units, and (B) admit Echo as a Member, with the rights, powers, obligations and duties set forth in the LLC Agreement (the “Echo Membership Consideration”). (ii) Each outstanding and unexercised vested (or vesting upon the Closing) Echo Holdco Option with an exercise price less than the Echo Per Share Purchase Price shall immediately and automatically be forfeited and cancelled, and the Echo Optionholder thereof (a “Vested Optionholder”) shall be entitled to receive in exchange therefor (i) an amount of the Echo Purchase Price (including any additional payments pursuant to Section 2.03(a)) equal to such Vested Optionholder’s pro rata portion (based on such Vested Optionholder’s Echo Deemed Option Shares Outstanding) of the Total Echo Option Cash Amount and (ii) Echo Securities (with equivalent value to such vested (or vesting upon the Closing) Echo Holdco Options other than those Echo Holdco Options receiving a portion of the Echo Purchase Price in clause (i) above) subject to terms to be agreed upon by MCK, Echo and Echo Holdco. (iii) Each Echo Holdco Option (i) that was outstanding but unvested immediately prior to the Closing and (ii) that was outstanding and vested (or vesting upon the Closing) with an exercise price greater than or equal to the Echo Per Share Purchase Price, shall immediately and automatically be forfeited and cancelled and the Echo Optionholder thereof shall be entitled to receive in exchange thereof Echo Securities (with equivalent value to such Echo Holdco Options) subject to terms to be agreed upon by MCK, Echo and Echo Holdco. (iv) The Echo Shareholders shall sell to the Company, and the Company will purchase from the Echo Shareholders, free and clear of all Liens (other than Permitted Liens"Paying Agent"), shares of common stock of Echo Holdco (allocated among the Echo Shareholders as determined by Echo Holdco prior to Closing and set forth on the Estimated Echo Closing Statement) representing the Echo Purchase Price Percentage of the issued and outstanding capital stock of Echo Holdco, subject to the terms and conditions of this Agreement (the “Echo Holdco Share Transfer” and, together with the Echo Contribution, the “Echo Contributions and Transfers”). At the Closing, the Company shall deliver to the Echo Shareholders, as the aggregate purchase price for the shares transferred to the Company pursuant to the Echo Holdco Share Transfer and Vested Optionholders, an amount equal to the Echo Purchase Price, in immediately available funds by wire transfer of immediately available **MSPSC Electronic Copy ** 2016-UA-186 Filed on 09/23/2016 ** funds to accounts for the benefit of the Echo with a bank account designated in the United States designated writing by the Echo Representative by notice to the Company, which notice shall be delivered not later than Paying Agent at least two (2) Business Days prior to the Closing Date (the “Echo Holdco Sale Consideration” and"Payment Fund"), together an amount in cash equal to the Aggregate Closing Stockholder Proceeds, which shall be held by the Paying Agent in a separate account pursuant to the terms and conditions set forth in this Agreement and the Paying Agent Agreement; (iii) Parent shall deposit or shall cause to be depositedwith the Company to a bank account designated in writing by the Company at least two (2) Business Days prior to the Closing Date, by wire transfer of immediately available funds, an amount in cash equal to the Aggregate Closing Option Proceeds, less the Aggregate Securityholder Note Amount; (iv) Parent and the Seller Representative shall execute and deliver an Escrow Agreement, in substantially the form attached hereto as Annex D (the "Escrow Agreement") with Wilmington Trust, National Association, or in the Echo Membership Consideration, alternative an escrow agent selected jointlyby Parent and the “Echo Membership and Sale Consideration”Company prior to the Closing (the "Escrow Agent"). ; (v) MCK Parent shall deposit or cause one or more to be deposited with the Escrow Agent, by wire transfer of its wholly-owned, direct or indirect Subsidiaries immediately available funds to a bank account designated in writing by the Escrow A ent at least two (each2) Business Days prior to the Closing Date, an “MCK Contributor”amount in cash equal to (the "Adjustment Escrow Amount"), r which shall be held by the Escrow Agent in a separate account pursuant to the terms and conditions set forth in this Agreement and the Escrow Agreement to serve as a source of payment of certain adjustments to theEstimatedMerger Consideration required by Section 1.9(f) (Post-Closing Payments) (the "Adjustment Escrow Fund"); (vi) Parent shall deposit or cause to contributebe depositedwith the Seller Representative, conveyby wire transfer of immediately available funds to a bank account designated in writing by the Seller Representative at least two 2 Business Days prior to the Closing Date, transferan amount in cash equal to (the "Seller Representative Fund Amount"), assign which shall be held by the Seller Representative in a separate account and shall be available to the Seller Representative solely to pay any reasonable and documented fees, costs or other expenses it may incur in performing its duties or exercising its rights under this Agreement or the Escrow Agreement (the "Seller Representative Fund"); (vii) Parent shall pay or cause to be paid, by wire transfer of immediately available funds, all Unpaid Transaction Expenses which by their terms or pursuant to this Agreement are required to be paid at the Closing in accordance with written instructions deliveredby the Company at least two (2) Business Days prior to the Closing Date; (viii) Parent shall pay or cause to be paid, by wire transfer of immediately available funds, all Payoff Indebtedness (if any) (other than Payoff Indebtedness repaid by the Company pursuant to Section 4.15) in accordance with payoff letters delivered by the applicable lender(s) at least two (2) Business Days prior to the Closing Date, which payoff letters will be in form and substance reasonably satisfactory to Parent; and (ix) Parent and the Seller Representative shall execute and deliver a Paying Agent Agreement, in substantially the form attached hereto as Annex L (the "Paying Agent Agreement") with the Paying Agent. ' (c) Additionally, the Company shall deliver, or cause to be contributed, conveyed, transferred, assigned and delivered, to the Company, free and clear of all Liens (other than Permitted Liens), and the Company will accept from the MCK Contributors, 100% of the Core MTS Business (including the MCK Licensed Intellectual Property but excluding the MCK IPCo Owned Intellectual Property and the equity interests of certain MCK Contributed Entities (the “MCK DRE Contributed Entities”)), subject to the terms and conditions of this Agreement (the “Non-IP Contribution”). In consideration of the Non-IP Contribution, the Company shall, Parent at the Closing, (i) issue Units to the MCK Contributors representing an aggregate Membership Percentage equal to the Non-IP Initial Percentage, subject to adjustment as set forth herein, and MCK shall cause the MCK Contributors to accept such Units, and (ii) admit each MCK Contributor as a Member, with the rights, powers, obligations and duties set forth in the LLC Agreement (the “Non-IP Membership Consideration”). (vi) MCK shall cause MCK IPCo to contribute, convey, transfer, assign and deliver, or cause to be contributed, conveyed, transferred, assigned and delivered, to the Company, free and clear of all Liens (other than Permitted Liens), and the Company will accept from MCK IPCo, the MCK IPCo Owned Intellectual Property and the equity interests of the MCK DRE Contributed Entities, subject to the terms and conditions of this Agreement (the “MCK IPCo Contribution” and, together with the Non-IP Contribution, the “MCK Contributions”). In consideration of the MCK IPCo Contribution, the Company shall, at the Closing, (i) issue Units to MCK IPCo representing a Membership Percentage equal to the MCK IPCo Initial Percentage, subject to adjustment as set forth herein, and MCK shall cause MCK IPCo to accept such Units, (ii) admit MCK IPCo as a Member, with the rights, powers, obligations and duties set forth in the LLC Agreement, and (iii) assume the MCK Promissory Note (the “IPCo Membership Consideration” and, together with the Non-IP Membership Consideration, the “MCK Membership Consideration”). On the Closing Date, the Company shall repay the MCK Promissory Note Principal Amount in full satisfaction thereof in immediately available funds by wire transfer to an account of MCK with a bank in New York City designated by MCK, by notice to the Company, which notice shall be delivered not later than two Business Days prior to the Closing Date (the “MCK Note Payment”). (vii) Immediately after consummation following agreements and documents, each of which shall be in full force and effect at and as of the Echo Contributions and Transfer and the MCK Contributions, Closing: (i) Securityholder Support Agreements executed by the Company shall contribute all and Securityholders representing at least ninety-five percent (95%) of the assets and liabilities from outstanding Company Capital Stock as of immediately prior to the Echo Contributions and Transfer and the MCK Contributions to NewCo Intermediate Holdings, which in turn shall contribute all the assets and liabilities from the Echo Contributions and Transfer and the MCK Contributions to NewCo HoldingsEffective Time (including, in any event, a Major Securityholder Support Agreement executed by each case for which no additional equity interests of NewCo Intermediate Holdings or NewCo Holdings will be issued.Securityholder listed on -3- **MSPSC Electronic Copy ** 2016-UA-186 Filed on 09/23/2016 **

At the Closing. (i) Echo shallSPX and Kendro LP shall deliver to Purchaser the share certificates represexxxxx xxx Kendro plc Shares, and duly endorsed by SPX or Kendro LP, as applicablx, xxr the Echo Shareholders shall cause Echo to, contribute, convey, transfer to Purchaser or accomxxxxxx xy duly executed instruments of transfer, assign and deliverreasonably acceptable to Purchaser, or cause to be contributed, conveyed, transferred, assigned and delivered, to the Company, free and clear of all Liens (other than Permitted Liens), and the Company will accept from Echo, shares of common stock of Echo Holdco representing the Echo Contributed Percentage of the issued and outstanding capital stock of Echo Holdco, subject to the terms and conditions of this Agreement (the “Echo Contribution”). In consideration of the Echo Contribution, the Company shall, at the Closing, (A) issue Units to Echo representing a Membership Percentage equal to 30.0% (before taking into account the Employee Pool), subject to adjustment as set forth herein, and Echo shall accept such Units, and (B) admit Echo as a Member, with the rights, powers, obligations and duties set forth in the LLC Agreement (the “Echo Membership Consideration”).blank; (ii) Each outstanding and unexercised vested (or vesting upon Kendro LP shall deliver to Purchaser the Closing) Echo Holdco Option with an exercise price less than share certificates represxxxxxx xxe Kendro HK Shares, duly endorsed by Kendro LP for the Echo Per Share Purchase Price shall immediately and automatically be forfeited and cancelledtransfer to Puxxxxxxx xr accompanied by duly xxxxxxxx instruments of transfer, and the Echo Optionholder thereof (a “Vested Optionholder”) shall be entitled reasonably acceptable to receive Purchaser, in exchange therefor (i) an amount of the Echo Purchase Price (including any additional payments pursuant to Section 2.03(a)) equal to such Vested Optionholder’s pro rata portion (based on such Vested Optionholder’s Echo Deemed Option Shares Outstanding) of the Total Echo Option Cash Amount and (ii) Echo Securities (with equivalent value to such vested (or vesting upon the Closing) Echo Holdco Options other than those Echo Holdco Options receiving a portion of the Echo Purchase Price in clause (i) above) subject to terms to be agreed upon by MCK, Echo and Echo Holdco.blank; (iii) Each Echo Holdco Option Purchaser shall pay to SPX or Kendro LP, as appropriate, the portion of the Purchase Amount and Xxxxxxxnary Closing Cash Amount (ithe "Closing Payment") that was outstanding but unvested immediately prior attributable to the Closing and (ii) that was outstanding and vested (or vesting upon the Closing) with an exercise price greater than or equal to the Echo Per Share Purchase Price, shall immediately and automatically be forfeited and cancelled Kendro plc Shares and the Echo Optionholder thereof shall be entitled to receive Kendro HK Shares being sold by such entitx xx xet forth in exchange thereof Echo Securities (with equivalent value to such Echo Holdco Options) subject to terms to be agreed upon by MCK, Echo and Echo Holdco.Exhibit 0.0; (iv) The Echo Shareholders shall sell to the Company, and the Company will purchase from the Echo Shareholders, free and clear of all Liens (other than Permitted Liens), shares of common stock of Echo Holdco (allocated among the Echo Shareholders as determined by Echo Holdco prior to Closing and set forth on the Estimated Echo Closing Statement) representing the Echo Purchase Price Percentage Immediately following receipt of the issued and outstanding capital stock funds representing Kendro LP's portion of Echo Holdco, subject the Closing Payment to the terms and conditions of this Agreement (the “Echo Holdco Share Transfer” and, together with the Echo Contribution, the “Echo Contributions and Transfers”). At the Closing, the Company shall deliver to the Echo Shareholders, as the aggregate purchase price for the shares transferred to the Company be paid pursuant to the Echo Holdco Share Transfer cxxxxx (iii) above, Kendro LP will distribute such funds to its partners and Vested Optionholders, an amount equal Kendro GP xxxx xxxxribute its portion of such funds to the Echo Purchase Price, in immediately available funds by wire transfer to accounts for the benefit of the Echo with a bank in the United States designated by the Echo Representative by notice to the Company, which notice shall be delivered not later than two Business Days prior to the Closing Date (the “Echo Holdco Sale Consideration” and, together with the Echo Membership Consideration, the “Echo Membership and Sale Consideration”its stockholxxx(x).; (v) MCK Immediately following the transactions described in clauses (i) through (iv) above: (A) Seller shall cause one deliver to Purchaser the share certificates representing the MedCo Shares, the KeyCo Shares and the CryCo Shares, duly endorsed by SPX for the transfer to Purchaser or more accompanied by duly executed stock power, reasonably acceptable to Purchaser, in blank, (B) Seller shall deliver to Thermo Germany the closing condition satisfaction notice attached as Exhibit C hereto (the "Kendro GmbH Closing Condition Satisfaction Notice"), duly exexxxxx by SPX Europe, which will acknowledge the satisfaction or, if applicable, waiver of its wholly-ownedany and all conditions precedent to the transfer of legal title to the Kendro GmbH Shares and which, direct if duly executed by SPX Europe xxx Xhermo Germany and delivered by Thermo Germany to the Notary Public, will effect the transfer of legal title to the Kendro GmbH Shares, (C) Seller shaxx xxxiver to Purchaser the share certificates representing the Kendro AG Shares, duly endorsed by GS Ireland for the transfer to Pxxxxxxxx or indirect Subsidiaries accompanied by duly executed instruments of transfer, reasonably acceptable to Purchaser, in blank, (eachD) Seller shall deliver to Purchaser the share certificates representing the Nippon Kendro Shares, an “MCK Contributor”duly endorsed by GS Ireland for the transfer tx Xxxchaser or accompanied by duly executed instruments of transfer, reasonably acceptable to Purchaser, in blank, (E) Seller shall deliver to contributePurchaser instruments of assignment, conveyreasonably acceptable to Purchaser, transferring the Kendro LP Interests owned directly by SPX and by Kendro GP II to Pxxxxxxxx, duly executed by SPX and Kendro GP II, rxxxxxxxxxly; (F) Sexxxx xxxxl deliver to Purchaser the share certificates representing the Kendro GP Shares, duly endorsed by SPX for the transfer to Purchxxxx xx accompanied by duly executed instruments of transfer, reasonably acceptable to Purchaser, in blank; (G) Seller shall assign, transfer, assign convey and deliver, or cause deliver to be contributed, conveyed, transferred, assigned and delivered, to the Company, free and clear of Purchaser all Liens (other than Permitted Liens), and the Company will accept from the MCK Contributors, 100% of the Core MTS Business (including the MCK Licensed Intellectual Property but excluding the MCK IPCo Owned Intellectual Property assets, properties and the equity interests rights of certain MCK Contributed Entities GSLE set forth on Schedule 1.5(b)(v)(G) (the “MCK DRE Contributed Entities”)"GSLE Kendro Assets"), subject to the terms liabilities and conditions obligations of this Agreement XXXX set forth on Schedule 1.5(b)(v)(G) (the “Non-IP Contribution”"GSLE Kendro Liabilities," and together with the GSLE Kendro Assets, thx "XXXE Kendro Assets and Liabilities"). In consideration , by execxxxxx and delivering a bilx xx xale and assignment and assumption agreement, reasonably xxceptable to Purchaser (the "GSLE Bill of Sale"), providing for the assignment of all GSLE Kendro Assxxx and Liabilities from GSLE (or any successor pursuaxx xx a merger, consolidation, liquidation or other reorganization) to Purchaser and Purchaser's acceptance and assumption of the Non-IP Contribution, the Company shall, at the Closing, (i) issue Units to the MCK Contributors representing an aggregate Membership Percentage equal to the Non-IP Initial Percentage, subject to adjustment as set forth herein, GSLE Kendro Assets and MCK shall cause the MCK Contributors to accept such Units, and (ii) admit each MCK Contributor as a Member, with the rights, powers, obligations and duties set forth in the LLC Agreement (the “Non-IP Membership Consideration”).Liabilities; (vi) MCK Purcxxxxx shall cause MCK IPCo (1) pay to contributeSPX, conveyKendro GP II, transferSPX Europe, assign and deliverGS Ireland or GSLE, or cause to be contributedas appropriate, conveyed, transferred, assigned and delivered, txx xxxxxon of the Closing Payment attributable to the Company, free and clear of all Liens Interests (other than Permitted Liens), the Kendro plc Shares and the Company will accept from MCK IPCo, the MCK IPCo Owned Intellectual Property and the equity interests of the MCK DRE Contributed Entities, subject to the terms and conditions of this Agreement (the “MCK IPCo Contribution” and, together with the Non-IP Contribution, the “MCK Contributions”). In consideration of the MCK IPCo Contribution, the Company shall, at the Closing, (iKendro HK Shares) issue Units to MCK IPCo representing a Membership Percentage equal to the MCK IPCo Initial Percentage, subject to adjustment as set forth herein, and MCK shall cause MCK IPCo to accept being sold by such Units, (ii) admit MCK IPCo as a Member, with the rights, powers, obligations and duties perxxx xx set forth in the LLC Agreement, Exhibix 0.0 xxx (2) accept and (iii) assume the MCK Promissory Note (GSLE Kendro Assets and Liabilities by executing and delivering the “IPCo Membership Consideration” XXXX Xill of Sale; and, together with the Non-IP Membership Consideration, the “MCK Membership Consideration”). On the Closing Date, the Company shall repay the MCK Promissory Note Principal Amount in full satisfaction thereof in immediately available funds by wire transfer to an account of MCK with a bank in New York City designated by MCK, by notice to the Company, which notice shall be delivered not later than two Business Days prior to the Closing Date (the “MCK Note Payment”). (vii) Immediately after consummation Payment of the Echo Contributions and Transfer and enxxxx Purchase Price shall be made in U.S. dollars, on the MCK Contributions, Closing Date by wire transfer of immediately available funds to an account or accounts of Seller at a bank or banks specified by SPX in writing at least three business days prior to the Company shall contribute all the assets and liabilities from the Echo Contributions and Transfer and the MCK Contributions to NewCo Intermediate Holdings, which in turn shall contribute all the assets and liabilities from the Echo Contributions and Transfer and the MCK Contributions to NewCo Holdings, in each case for which no additional equity interests of NewCo Intermediate Holdings or NewCo Holdings will be issuedClosing.

At the Closing. (i) Echo shall, and the Echo Shareholders Buyer shall cause Echo to, contribute, convey, transfer, assign and deliver, pay or cause to be contributed, conveyed, transferred, assigned and delivered, paid to Seller an amount equal to the Companyresult of (A) the Estimated Cash Purchase Price, free minus (B) the Escrow Amount, by wire transfer of immediately available funds to the account designated in writing by Seller to Buyer; (ii) Buyer shall deliver or cause to be delivered the Escrow Amount to the Escrow Agent for deposit into an escrow account established pursuant to the terms of the Escrow Agreement, which Escrow Amount (together with any earnings thereon) shall be available on a non-exclusive basis for the period set forth in the Escrow Agreement to satisfy amounts owing to the Buyer Parties pursuant to Section 5.2. (iii) Seller shall deliver to Buyer the certificates representing the Shares, duly endorsed in blank or accompanied by duly executed stock powers, with appropriate transfer stamps (if any) affixed thereto; (iv) Seller shall deliver to Buyer all corporate books and clear records and other property of the Companies or any of their Subsidiaries in Seller’s possession; (v) Seller shall deliver to Buyer a properly completed and executed Internal Revenue Service Form 8023 and any other forms and documents necessary to make the Section 338(h)(10) Election; (vi) The Companies and Seller shall deliver to Buyer the following: (A) evidence that the Companies’ and Seller’s investment bankers and other similar agents and representatives have been paid in full as of the Closing, and that none of the Companies or any of their Subsidiaries has any liability to any such investment bankers, agents or representatives; (B) evidence of releases of all Liens (other than any Permitted Liens) on the assets and properties of the Companies and their Subsidiaries and payoff letters with respect to any Indebtedness of the Companies for borrowed money outstanding as of the Closing (including amounts, if any, owing to Seller and his Affiliates); (C) the Escrow Agreement, duly executed by Seller and the Escrow Agent; (D) the Senior Management Agreement, in the form attached hereto as Exhibit B, duly executed by Seller (the “Senior Management Agreement); (E) the Transition Services Agreement, in the form attached hereto as Exhibit C, duly executed by PMI LLC (the “Transition Services Agreement); (F) the Master Retailer Supply Agreement, in the form attached hereto as Exhibit D (the “Supply Agreement”), duly executed by OSI Limited Liability Company, a West Virginia limited liability company (“OSI”) , FSI, Limited Liability Company, a West Virginia limited liability company (“FSI”), and M&J Operations, LLC, a West Virginia limited liability company (“M&J”, and collectively with OSI and FSI, “One Stop Companies”); (G) fully executed copies of those Realty Leases for the Company will accept from EchoLeased Real Property set forth on Schedule 2.2(b)(vi)(G), shares of common stock of Echo Holdco representing the Echo Contributed Percentage dated as of the issued and outstanding capital stock of Echo Holdco, subject to the terms and conditions of this Agreement date hereof (the “Echo Contribution”). In consideration of the Echo Contribution, the Company shall, at the Closing, (A) issue Units to Echo representing a Membership Percentage equal to 30.0% (before taking into account the Employee Pool), subject to adjustment as set forth herein, and Echo shall accept such Units, and (B) admit Echo as a Member, with the rights, powers, obligations and duties set forth in the LLC Agreement (the “Echo Membership ConsiderationNew Leases”). (ii) Each outstanding and unexercised vested (or vesting upon the Closing) Echo Holdco Option with an exercise price less than the Echo Per Share Purchase Price shall immediately and automatically be forfeited and cancelled, and the Echo Optionholder thereof (a “Vested Optionholder”) shall be entitled to receive in exchange therefor (iH) an amount of the Echo Purchase Price (including any additional payments pursuant estoppel certificate and landlord lien waiver with respect to Section 2.03(a)) equal to such Vested Optionholder’s pro rata portion (based on such Vested Optionholder’s Echo Deemed Option Shares Outstanding) of the Total Echo Option Cash Amount and (ii) Echo Securities (with equivalent value to such vested (or vesting upon the Closing) Echo Holdco Options other each Realty Lease, dated no more than those Echo Holdco Options receiving a portion of the Echo Purchase Price in clause (i) above) subject to terms to be agreed upon by MCK, Echo and Echo Holdco. (iii) Each Echo Holdco Option (i) that was outstanding but unvested immediately 30 days prior to the Closing and (ii) that was outstanding and vested (or vesting upon Date, duly executed by the Closing) with an exercise price greater than or equal to the Echo Per Share Purchase Price, shall immediately and automatically be forfeited and cancelled and the Echo Optionholder thereof shall be entitled to receive in exchange thereof Echo Securities (with equivalent value landlord party to such Echo Holdco Options) subject to terms to be agreed upon by MCK, Echo and Echo Holdco.Realty Lease; (ivI) The Echo Shareholders shall sell a non-disturbance agreement with respect to the Company, and the Company will purchase from the Echo Shareholders, free and clear each Realty Lease duly executed by each lender encumbering any Leased Real Property underlying such Realty Lease; (J) copies of all Liens (other than Permitted Liens), shares of common stock of Echo Holdco (allocated among third-party consents and approvals required in connection with the Echo Shareholders as determined by Echo Holdco prior to Closing and set forth on the Estimated Echo Closing Statement) representing the Echo Purchase Price Percentage of the issued and outstanding capital stock of Echo Holdco, subject transactions contemplated hereby pursuant to the terms of any agreement, contract or instrument to which any Company, any of the Companies’ Subsidiaries or Seller is a party; (K) copies of all consents, approvals, licenses and conditions authorizations of all governmental authorities necessary for the consummation of the transactions contemplated by this Agreement or for the businesses of the Companies and their Subsidiaries following the Closing, if any; (L) certified copies of resolutions duly adopted by the boards of directors of each of the Companies authorizing the execution, delivery and performance of this Agreement and the other agreements contemplated hereby and the consummation of the transactions contemplated hereby and thereby; (the “Echo Holdco Share Transfer” and, together with the Echo Contribution, the “Echo Contributions and Transfers”). At the Closing, the Company shall deliver to the Echo Shareholders, as the aggregate purchase price M) certificates of existence for the shares transferred Companies and each of their Subsidiaries from their respective jurisdictions of incorporation and certificates of good standing (or the equivalent) from each jurisdiction in which they are qualified to the Company pursuant to the Echo Holdco Share Transfer and Vested Optionholders, an amount equal to the Echo Purchase Pricedo business as a foreign corporation, in immediately available funds by wire transfer to accounts for the benefit of the Echo with a bank in the United States designated by the Echo Representative by notice to the Company, which notice shall be delivered each case dated not later more than two Business Days ten days prior to the Closing Date (the “Echo Holdco Sale Consideration” and, together with the Echo Membership Consideration, the “Echo Membership and Sale Consideration”).Date; (vN) MCK shall cause one or more resignations of its wholly-owned, direct or indirect Subsidiaries (each, an “MCK Contributor”) to contribute, convey, transfer, assign each director and deliver, or cause to be contributed, conveyed, transferred, assigned and delivered, to the Company, free and clear officer of all Liens (other than Permitted Liens), and the Company will accept from the MCK Contributors, 100% each of the Core MTS Business (including the MCK Licensed Intellectual Property but excluding the MCK IPCo Owned Intellectual Property Companies and the equity interests of certain MCK Contributed Entities (the “MCK DRE Contributed Entities”))their respective Subsidiaries, subject to the terms and conditions of this Agreement (the “Non-IP Contribution”). In consideration effective as of the Non-IP Contribution, the Company shall, at the Closing, (i) issue Units to the MCK Contributors representing an aggregate Membership Percentage equal to the Non-IP Initial Percentage, subject to adjustment as set forth herein, and MCK shall cause the MCK Contributors to accept such Units, and (ii) admit each MCK Contributor as a Member, with the rights, powers, obligations and duties set forth in the LLC Agreement (the “Non-IP Membership Consideration”).; and (viO) MCK shall cause MCK IPCo to contributecustomary affidavits, conveysigned under penalties of perjury, transfer, assign and deliver, or cause to be contributed, conveyed, transferred, assigned and delivered, to from Seller stating that Seller is not a foreign person within the Company, free and clear meaning of all Liens (other than Permitted Liens), and the Company will accept from MCK IPCo, the MCK IPCo Owned Intellectual Property and the equity interests Section 1445 of the MCK DRE Contributed Entities, subject to the terms and conditions of this Agreement (the “MCK IPCo Contribution” and, together with the Non-IP Contribution, the “MCK Contributions”). In consideration of the MCK IPCo Contribution, the Company shall, at the Closing, (i) issue Units to MCK IPCo representing a Membership Percentage equal to the MCK IPCo Initial Percentage, subject to adjustment as set forth herein, and MCK shall cause MCK IPCo to accept such Units, (ii) admit MCK IPCo as a Member, with the rights, powers, obligations and duties set forth in the LLC Agreement, and (iii) assume the MCK Promissory Note (the “IPCo Membership Consideration” and, together with the Non-IP Membership Consideration, the “MCK Membership Consideration”). On the Closing Date, the Company shall repay the MCK Promissory Note Principal Amount in full satisfaction thereof in immediately available funds by wire transfer to an account of MCK with a bank in New York City designated by MCK, by notice to the Company, which notice shall be delivered not later than two Business Days prior to the Closing Date (the “MCK Note Payment”)Code. (vii) Immediately after Buyer shall deliver or cause to be delivered to Seller the following: (A) the Escrow Agreement, duly executed by Buyer and the Escrow Agent; (B) the Senior Management Agreement, duly executed by SPI Petroleum LLC, a Delaware limited liability company, and PPI; (C) the Transition Services Agreement, duly executed by PPI, PTI and Petroleum Fueling, Inc., a West Virginia corporation; (D) the Supply Agreement, duly executed by PPI; (E) Certified copies of the resolutions duly adopted by Buyer’s board of directors authorizing the execution, delivery and performance of this Agreement and the other agreements contemplated hereby to which Buyer is a party and the consummation of the Echo Contributions transactions contemplated hereby and Transfer and the MCK Contributions, the Company shall contribute all the assets and liabilities thereby; and (F) a good standing certificate with respect to Buyer from the Echo Contributions and Transfer and Secretary of State of the MCK Contributions State of Delaware dated not more than ten days prior to NewCo Intermediate Holdings, which in turn shall contribute all the assets and liabilities from the Echo Contributions and Transfer and the MCK Contributions to NewCo Holdings, in each case for which no additional equity interests of NewCo Intermediate Holdings or NewCo Holdings will be issuedClosing Date.

At the Closing. (i) Echo shall, and the Echo Shareholders shall cause Echo to, contribute, convey, transfer, assign and deliver, or Company will cause to be contributeddelivered to Purchaser an executed certificate representing the New Interests; (ii) the Company will cause its Affiliate, conveyed, transferred, assigned and deliveredBlue Landco LLC, to execute and deliver to the Company, free and clear of all Liens Company the CCR; (other than Permitted Liens), iii) Purchaser and the Company will accept from Echo, shares of common stock of Echo Holdco representing cause the Echo Contributed Percentage of the issued Deposit Amount to be released and outstanding capital stock of Echo Holdco, subject paid to the terms and conditions of this Disbursing Agent in accordance with the Deposit Escrow Agreement (for further distribution by the “Echo Contribution”Disbursing Agent in accordance with the Plan of Reorganization and the Disbursing Agent Agreement). In consideration ; (iv) Purchaser will cause to be paid to the Disbursing Agent (for further distribution by the Disbursing Agent in accordance with the Plan of Reorganization and the Echo Contribution, the Company shall, at the Closing, Disbursing Agent Agreement) an amount equal to (A) issue Units the Closing Payment Amount minus (B) the Deposit Amount minus (C) the Closing Escrow Amount, by wire transfer of immediately available funds to Echo representing one or more accounts designated in writing by the Disbursing Agent; (v) (A) Purchaser will cause to be paid to the Closing Escrow Agent the Closing Escrow Amount by wire transfer of immediately available funds to the Closing Escrow Account, (B) the Company will cause to be delivered to Purchaser the Closing Escrow Agreement duly executed by the Sole Member and the Closing Escrow Agent, and (C) Purchaser will cause to be delivered to the Company the Closing Escrow Agreement duly executed by Purchaser; (vi) if MLB has delivered a Membership Percentage written notice to the Parties prior to the Closing specifying the aggregate dollar amount of all Purchaser-Related MLB Incurred Expenses and providing a breakdown of such expenses, then Purchaser will cause to be paid to the Office of the Commissioner an amount in cash equal to 30.0% such aggregate dollar amount; (before taking into account vii) the Employee Pool), subject Company will cause to adjustment as be executed and delivered to Purchaser the certificate set forth herein, in Section 7.2(a) to be executed by the Company; (viii) Purchaser will cause to be executed and Echo shall accept such Units, delivered to the Company and the Sole Member the certificate set forth in Section 7.3(a) to be executed by Purchaser; and (ix) the Company will cause to be delivered to Purchaser a certificate dated as of the Closing Date and signed by the Company setting forth (A) the Excess Covered Claim Amount and (B) admit Echo a breakdown, in reasonable detail, of the aggregate amount of all Covered Claims as a Member, with the rights, powers, obligations and duties set forth in the LLC Agreement (the “Echo Membership Consideration”). (ii) Each outstanding and unexercised vested (or vesting upon of the Closing) Echo Holdco Option with an exercise price less than the Echo Per Share Purchase Price shall immediately and automatically be forfeited and cancelled, and the Echo Optionholder thereof (a “Vested Optionholder”) shall be entitled to receive in exchange therefor (i) an amount of the Echo Purchase Price (including any additional payments pursuant to Section 2.03(a)) equal to such Vested Optionholder’s pro rata portion (based on such Vested Optionholder’s Echo Deemed Option Shares Outstanding) of the Total Echo Option Cash Amount and (ii) Echo Securities (with equivalent value to such vested (or vesting upon the Closing) Echo Holdco Options other than those Echo Holdco Options receiving a portion of the Echo Purchase Price in clause (i) above) subject to terms to be agreed upon by MCK, Echo and Echo Holdco. (iii) Each Echo Holdco Option (i) that was outstanding but unvested immediately prior to the Closing and (ii) that was outstanding and vested (or vesting upon the Closing) with an exercise price greater than or equal to the Echo Per Share Purchase Price, shall immediately and automatically be forfeited and cancelled and the Echo Optionholder thereof shall be entitled to receive in exchange thereof Echo Securities (with equivalent value to such Echo Holdco Options) subject to terms to be agreed upon by MCK, Echo and Echo Holdco. (iv) The Echo Shareholders shall sell to the Company, and the Company will purchase from the Echo Shareholders, free and clear of all Liens (other than Permitted Liens), shares of common stock of Echo Holdco (allocated among the Echo Shareholders as determined by Echo Holdco prior to Closing and set forth on the Estimated Echo Closing Statement) representing the Echo Purchase Price Percentage of the issued and outstanding capital stock of Echo Holdco, subject to the terms and conditions of this Agreement (the “Echo Holdco Share Transfer” and, together with the Echo Contribution, the “Echo Contributions and Transfers”). At the Closing, the Company shall deliver to the Echo Shareholders, as the aggregate purchase price for the shares transferred to the Company pursuant to the Echo Holdco Share Transfer and Vested Optionholders, an amount equal to the Echo Purchase Price, in immediately available funds by wire transfer to accounts for the benefit of the Echo with a bank in the United States designated by the Echo Representative by notice to the Company, which notice shall be delivered not later than two Business Days prior to the Closing Date (the “Echo Holdco Sale Consideration” and, together with the Echo Membership Consideration, the “Echo Membership and Sale Consideration”). (v) MCK shall cause one or more of its wholly-owned, direct or indirect Subsidiaries (each, an “MCK Contributor”) to contribute, convey, transfer, assign and deliver, or cause to be contributed, conveyed, transferred, assigned and delivered, to the Company, free and clear of all Liens (other than Permitted Liens), and the Company will accept from the MCK Contributors, 100% of the Core MTS Business (including the MCK Licensed Intellectual Property but excluding the MCK IPCo Owned Intellectual Property and the equity interests of certain MCK Contributed Entities (the “MCK DRE Contributed Entities”)), subject to the terms and conditions of this Agreement (the “Non-IP Contribution”). In consideration of the Non-IP Contribution, the Company shall, at the Closing, (i) issue Units to the MCK Contributors representing an aggregate Membership Percentage equal to the Non-IP Initial Percentage, subject to adjustment as set forth herein, and MCK shall cause the MCK Contributors to accept such Units, and (ii) admit each MCK Contributor as a Member, with the rights, powers, obligations and duties set forth in the LLC Agreement (the “Non-IP Membership Consideration”). (vi) MCK shall cause MCK IPCo to contribute, convey, transfer, assign and deliver, or cause to be contributed, conveyed, transferred, assigned and delivered, to the Company, free and clear of all Liens (other than Permitted Liens), and the Company will accept from MCK IPCo, the MCK IPCo Owned Intellectual Property and the equity interests of the MCK DRE Contributed Entities, subject to the terms and conditions of this Agreement (the “MCK IPCo Contribution” and, together with the Non-IP Contribution, the “MCK Contributions”). In consideration of the MCK IPCo Contribution, the Company shall, at the Closing, (i) issue Units to MCK IPCo representing a Membership Percentage equal to the MCK IPCo Initial Percentage, subject to adjustment as set forth herein, and MCK shall cause MCK IPCo to accept such Units, (ii) admit MCK IPCo as a Member, with the rights, powers, obligations and duties set forth in the LLC Agreement, and (iii) assume the MCK Promissory Note (the “IPCo Membership Consideration” and, together with the Non-IP Membership Consideration, the “MCK Membership Consideration”). On the Closing Date, the Company shall repay the MCK Promissory Note Principal Amount in full satisfaction thereof in immediately available funds by wire transfer to an account of MCK with a bank in New York City designated by MCK, by notice to the Company, which notice shall be delivered not later than two Business Days prior to the Closing Date (the “MCK Note Payment”). (vii) Immediately after consummation of the Echo Contributions and Transfer and the MCK Contributions, the Company shall contribute all the assets and liabilities from the Echo Contributions and Transfer and the MCK Contributions to NewCo Intermediate Holdings, which in turn shall contribute all the assets and liabilities from the Echo Contributions and Transfer and the MCK Contributions to NewCo Holdings, in each case for which no additional equity interests of NewCo Intermediate Holdings or NewCo Holdings will be issued.

At the Closing. (i) Echo shallTo the extent that the Estimated Closing Statement includes any Estimated Closing Funded Indebtedness, Seller shall take all actions required to repay such Funded Indebtedness (except for those leases set forth in Schedule 3.20(a) of the Seller Disclosure Letter, including the Logra Leases), in accordance with Section 5, item “h” of the Coordination Agreement; (ii) To the extent that the Estimated Closing Statement includes any Estimated Working Capital Adjustment (and the Echo Shareholders relevant amount is a negative number), Seller shall cause Echo totake all actions required to capitalize the Target Business Units in accordance with Section 5, contributeitem “a” of the Coordination Agreement; (iii) To the extent that the Estimated Closing Statement includes any Estimated Working Capital Adjustment (and the relevant amount is a positive number), conveyPurchaser shall deliver to Seller, transferin cash, assign and deliver, the Allocable Purchaser Sale Percentage of the Estimated Working Capital Adjustment; and (iv) Purchaser shall pay or cause to be contributedpaid to Seller, conveyedin cash, transferredthe result of: (a) the Closing Payment, assigned and delivered, to minus (b) the Company, free and clear of all Liens (other than Permitted Liens), and the Company will accept from Echo, shares of common stock of Echo Holdco representing the Echo Contributed Allocable Purchaser Sale Percentage of the issued and outstanding capital stock balance of Echo Holdco, subject to the terms and conditions of this Agreement (the “Echo Contribution”). In consideration those leases set forth in Schedule 3.20(a) of the Echo ContributionSeller Disclosure Letter, including the Company shallLogra Leases, at the Closing, (A) issue Units to Echo representing a Membership Percentage equal to 30.0% (before taking into account the Employee Pool), subject to adjustment as set forth herein, and Echo shall accept such Units, and (B) admit Echo as a Member, with the rights, powers, obligations and duties set forth in the LLC Estimated Closing Statement (with any such payments required to be made at Closing pursuant to this paragraph (iv), paragraphs (i), (ii) and (iii) above and Section 5, items “a” and “h” of the Coordination Agreement, referred to as the “Closing Adjustments”). provided; that (w) if the Estimated Closing Statement includes any Estimated Working Capital Adjustment (and the relevant amount is a negative number), any amounts paid by the Seller to OCEN on or before Closing pursuant to Section 5, item “a” of the Coordination Agreement shall be included (as a positive) in the calculation of Closing Working Capital for purposes of the calculation of the Final Investment Price in accordance with Section 2.4 hereof;(x) if the Estimated Closing Statement includes any Estimated Closing Funded Indebtedness, any cash paid by the Seller to OCEN on or before Closing pursuant to Section 5, item “h” of the Coordination Agreement shall be deducted from the calculation of Closing Funded Indebtedness for purposes of the calculation of the Final Investment Price in accordance with Section 2.4 hereof but excluded from the calculation of Closing Working Capital for purposes of the calculation of the Final Investment Price in accordance with Section 2.4 hereof; and (y) the outstanding balance of those leases set forth in Schedule 3.20(a) of the Seller Disclosure Letter, including the Logra Leases, shall be excluded from the calculation of Closing Funded Indebtedness set forth in Section 2.4(a)(ii); (z) to the extent the outstanding balance of those leases set forth in Schedule 3.20(a) of the Seller Disclosure Letter, including the Logra Leases, included in the Estimated Closing Statement (the “Echo Membership Consideration”). (ii) Each outstanding and unexercised vested (or vesting upon the Closing) Echo Holdco Option with an exercise price less than the Echo Per Share Purchase Price shall immediately and automatically be forfeited and cancelled, and the Echo Optionholder thereof (a “Vested OptionholderEstimated Leases Balance”) shall be entitled to receive in exchange therefor (i) an amount differs from the actual outstanding balance of such leases as of 11:59 P.M. of the Echo Purchase Price (including any additional payments pursuant to Section 2.03(a)) equal to such Vested Optionholder’s pro rata portion (based on such Vested Optionholder’s Echo Deemed Option Shares Outstanding) of the Total Echo Option Cash Amount and (ii) Echo Securities (with equivalent value to such vested (or vesting upon the Closing) Echo Holdco Options other than those Echo Holdco Options receiving a portion of the Echo Purchase Price in clause (i) above) subject to terms to be agreed upon by MCK, Echo and Echo Holdco. (iii) Each Echo Holdco Option (i) that was outstanding but unvested Business Day immediately prior to the Closing and (ii) that was outstanding and vested (or vesting upon the Closing) with an exercise price greater than or equal to the Echo Per Share Purchase Price, shall immediately and automatically be forfeited and cancelled and the Echo Optionholder thereof shall be entitled to receive in exchange thereof Echo Securities (with equivalent value to such Echo Holdco Options) subject to terms to be agreed upon by MCK, Echo and Echo Holdco. (iv) The Echo Shareholders shall sell to the Company, and the Company will purchase from the Echo Shareholders, free and clear of all Liens (other than Permitted Liens), shares of common stock of Echo Holdco (allocated among the Echo Shareholders as determined by Echo Holdco prior to Closing and set forth on the Estimated Echo Closing Statement) representing the Echo Purchase Price Percentage of the issued and outstanding capital stock of Echo Holdco, subject to the terms and conditions of this Agreement (the “Echo Holdco Share Transfer” and, together with the Echo Contribution, the “Echo Contributions and Transfers”). At the Closing, the Company shall deliver to the Echo Shareholders, as the aggregate purchase price for the shares transferred to the Company pursuant to the Echo Holdco Share Transfer and Vested Optionholders, an amount equal to the Echo Purchase Price, in immediately available funds by wire transfer to accounts for the benefit of the Echo with a bank in the United States designated by the Echo Representative by notice to the Company, which notice shall be delivered not later than two Business Days prior to the Closing Date (the “Echo Holdco Sale Consideration” and, together with the Echo Membership Consideration, the “Echo Membership and Sale Consideration”). (v) MCK shall cause one or more of its wholly-owned, direct or indirect Subsidiaries (each, an “MCK ContributorClosing Leases Balance”) then [1] if the Estimated Leases Balance is greater than the Closing Leases Balance, Purchaser shall pay to contribute, convey, transfer, assign and deliverSeller the Allocable Purchaser Sale Percentage of such difference, or cause [2] if the Estimated Leases Balance is less than the Closing Leases Balance, Seller shall pay to Purchaser the Allocable Purchaser Sale Percentage of such difference. Such payments shall be contributedmade by wire transfer of immediately available funds, conveyedby Purchaser or Seller, transferred, assigned and deliveredas the case may be, to the Companydesignated accounts pursuant to Section 2.4(e) and on the same date on which the Investment Price Adjustment is paid in accordance with Section 2.4(e) hereof. The Closing Payment and Subscription Price shall be paid in cash, free and clear by wire transfer of all Liens (other than Permitted Liens), and the Company will accept from the MCK Contributors, 100% of the Core MTS Business (including the MCK Licensed Intellectual Property but excluding the MCK IPCo Owned Intellectual Property and the equity interests of certain MCK Contributed Entities (the “MCK DRE Contributed Entities”)), subject to the terms and conditions of this Agreement (the “Non-IP Contribution”). In consideration of the Non-IP Contribution, the Company shallimmediately available funds, at the Closing, (i) issue Units accounts designated by written notice delivered by Seller and OCEN to the MCK Contributors representing an aggregate Membership Percentage equal to the Non-IP Initial Percentage, subject to adjustment as set forth herein, and MCK shall cause the MCK Contributors to accept such Units, and Purchaser at least five (ii5) admit each MCK Contributor as a Member, with the rights, powers, obligations and duties set forth in the LLC Agreement (the “Non-IP Membership Consideration”). (vi) MCK shall cause MCK IPCo to contribute, convey, transfer, assign and deliver, or cause to be contributed, conveyed, transferred, assigned and delivered, to the Company, free and clear of all Liens (other than Permitted Liens), and the Company will accept from MCK IPCo, the MCK IPCo Owned Intellectual Property and the equity interests of the MCK DRE Contributed Entities, subject to the terms and conditions of this Agreement (the “MCK IPCo Contribution” and, together with the Non-IP Contribution, the “MCK Contributions”). In consideration of the MCK IPCo Contribution, the Company shall, at the Closing, (i) issue Units to MCK IPCo representing a Membership Percentage equal to the MCK IPCo Initial Percentage, subject to adjustment as set forth herein, and MCK shall cause MCK IPCo to accept such Units, (ii) admit MCK IPCo as a Member, with the rights, powers, obligations and duties set forth in the LLC Agreement, and (iii) assume the MCK Promissory Note (the “IPCo Membership Consideration” and, together with the Non-IP Membership Consideration, the “MCK Membership Consideration”). On the Closing Date, the Company shall repay the MCK Promissory Note Principal Amount in full satisfaction thereof in immediately available funds by wire transfer to an account of MCK with a bank in New York City designated by MCK, by notice to the Company, which notice shall be delivered not later than two Business Days prior to Closing. Schedule 2.3(b) hereto includes a sample of the calculation of the Closing Date (Adjustments pursuant to the “MCK Note Payment”). (viiterms herein, based on the information contained in the 2021 Financial Statements up to April 30, 2021. For the avoidance of doubt, the Parties acknowledge and agree that the calculations included on Schedule 2.3(b) Immediately after consummation are provided solely for sample purposes, and the information contained therein shall not be actually used for the calculation of the Echo Contributions and Transfer and the MCK Contributions, the Company shall contribute all the assets and liabilities from the Echo Contributions and Transfer and the MCK Contributions to NewCo Intermediate HoldingsClosing Adjustments, which in turn shall contribute all be calculated pursuant to the assets and liabilities from the Echo Contributions and Transfer and the MCK Contributions to NewCo Holdings, in each case for which no additional equity interests of NewCo Intermediate Holdings or NewCo Holdings will be issuedterms herein.

At the Closing. (i) Echo shallSellers shall transfer to Escrow Agent, good and the Echo Shareholders shall cause Echo to, contribute, convey, transfer, assign and deliver, or cause to be contributed, conveyed, transferred, assigned and delivered, marketable title to the CompanySellers' Common Stock, free and clear of any and all Liens (other than Permitted Liens)liens, claims, encumbrances and adverse interests of any kind, by delivering to Escrow Agent the Company will accept from Echo, shares of common stock of Echo Holdco certificates representing the Echo Contributed Percentage of the issued and outstanding capital Sellers' Common Stock in negotiable form, duly endorsed in blank, or with stock of Echo Holdco, subject to the terms and conditions of this Agreement (the “Echo Contribution”). In consideration of the Echo Contribution, the Company shall, at the Closing, (A) issue Units to Echo representing a Membership Percentage equal to 30.0% (before taking into account the Employee Pool), subject to adjustment as set forth herein, and Echo shall accept such Units, and (B) admit Echo as a Member, with the rights, powers, obligations and duties set forth in the LLC Agreement (the “Echo Membership Consideration”).transfer powers attached thereto; (ii) Each outstanding Sellers shall deliver to Escrow Agent their resignations as officers and unexercised vested (or vesting upon the Closing) Echo Holdco Option with an exercise price less than the Echo Per Share Purchase Price shall immediately and automatically be forfeited and cancelled, and the Echo Optionholder thereof (a “Vested Optionholder”) shall be entitled to receive in exchange therefor (i) an amount directors of the Echo Purchase Price (including any additional payments pursuant to Section 2.03(a)) equal to such Vested Optionholder’s pro rata portion (based on such Vested Optionholder’s Echo Deemed Option Shares Outstanding) Company and their written appointment of the Total Echo Option Cash Amount one or more persons designated by Buyers as successor officers and (ii) Echo Securities (with equivalent value to such vested (or vesting upon the Closing) Echo Holdco Options other than those Echo Holdco Options receiving a portion of the Echo Purchase Price in clause (i) above) subject to terms to be agreed upon by MCK, Echo and Echo Holdco.directors; (iii) Each Echo Holdco Option Sellers shall deliver to Escrow Agent a letter agreement (ithe "Letter Agreement") that was outstanding but unvested immediately prior signed by each Seller agreeing to vote their respective Sellers' Common Stock in favor of Buyer's designees to the Closing Board of Directors and (ii) that was outstanding in favor of the reverse stock split and vested (or vesting upon the Closing) with an exercise price greater than or equal to the Echo Per Share Purchase Price, shall immediately and automatically be forfeited and cancelled and the Echo Optionholder thereof shall be entitled to receive in exchange thereof Echo Securities (with equivalent value to such Echo Holdco Options) subject to terms to be agreed upon by MCK, Echo and Echo Holdco.name change; (iv) The Echo Shareholders Sellers shall sell cause to be made available the Company, books and records of the Company will purchase from the Echo Shareholders, free and clear of all Liens (other than Permitted Liens), shares of common stock of Echo Holdco (allocated among the Echo Shareholders as determined by Echo Holdco prior to Closing and set forth on the Estimated Echo Closing Statement) representing the Echo Purchase Price Percentage of the issued and outstanding capital stock of Echo Holdco, subject to the terms and conditions of this Agreement (the “Echo Holdco Share Transfer” and, together with the Echo Contribution, the “Echo Contributions and Transfers”). At the Closing, the Company shall deliver to the Echo Shareholders, as the aggregate purchase price for the shares transferred to the Company pursuant to the Echo Holdco Share Transfer and Vested Optionholders, an amount equal to the Echo Purchase Price, in immediately available funds by wire transfer to accounts for the benefit of the Echo with a bank in the United States designated by the Echo Representative by notice to the Company, which notice shall be delivered not later than two Business Days prior to the Closing Date (the “Echo Holdco Sale Consideration” and, together with the Echo Membership Consideration, the “Echo Membership and Sale Consideration”).Buyers; (v) MCK Buyer shall cause one deliver to Escrow Agent the Purchase Price by delivering either 1) a check drawn on a US bank made payable to "Gottbetter & Partners, LLP, as Escrow Agent" for the full amount of the Purchase Price; or more 2) a wire transfer with immediately available U.S. funds for the full amount of its wholly-ownedthe Purchase Price plus all wire transfer fees to: ------------------------------- Gottbetter & Partners, direct or indirect Subsidiaries LLP IOLA Account Citibank N.A. 330 Madison Axxxxe New York, New York 10017 XXX Xxxxxxx Xx.: 000000000 Xxxxxxx Xo.: 49061322 Rexxxxxxx: (each, an “MCK Contributor”Your Name) to contribute, convey, transfer, assign and deliver, or cause for VBYR (Xxx xtems to be contributed, conveyed, transferred, assigned and delivered, delivered to the Company, free and clear of all Liens Escrow Agent described in Section 2 (other than Permitted Liens), and the Company will accept from the MCK Contributors, 100% of the Core MTS Business (including the MCK Licensed Intellectual Property but excluding the MCK IPCo Owned Intellectual Property and the equity interests of certain MCK Contributed Entities (the “MCK DRE Contributed Entities”)), subject to the terms and conditions of this Agreement (the “Non-IP Contribution”). In consideration of the Non-IP Contribution, the Company shall, at the Closing, b) (i) issue Units through (v) above, are collectively referred to as the MCK Contributors representing an aggregate Membership Percentage equal "Closing Materials"). As soon as practicable following (1) the execution of this Agreement, (2) the deliver of the Closing Materials to the Non-IP Initial Percentage, subject to adjustment as set forth hereinEscrow Agent, and MCK (3) the satisfaction of the Post-Closing Conditions (defined herein), Escrow Agent shall cause uses its best efforts to distribute the MCK Contributors Purchase Price to accept such Units(i) the Company's creditors listed in Exhibit 4(i) in the amounts listed under the caption settlement payments (the "Settlement Payments"), and (ii) admit each MCK Contributor as a MemberGottbetter & Partners, LLP in the amount of Ten Thousand Dollars ($10,000) (the "Retainer Fee"). Upon full distribution of the Settlement Payments and the Retainer Fee, the balance of the Purchase Price shall be equally distributed to Sellers (the "Balance Purchase Price"). It is understood by the parties that no monies will be deducted from the Purchase Price other than in accordance with this paragraph. At any time and from time to time after the Closing, the Parties shall duly execute, acknowledge and deliver all such further assignments, conveyances, instruments and documents, and shall take such other action consistent with the rights, powers, obligations and duties set forth in the LLC Agreement (the “Non-IP Membership Consideration”). (vi) MCK shall cause MCK IPCo to contribute, convey, transfer, assign and deliver, or cause to be contributed, conveyed, transferred, assigned and delivered, to the Company, free and clear of all Liens (other than Permitted Liens), and the Company will accept from MCK IPCo, the MCK IPCo Owned Intellectual Property and the equity interests of the MCK DRE Contributed Entities, subject to the terms and conditions of this Agreement (to carry out the “MCK IPCo Contribution” and, together with the Non-IP Contribution, the “MCK Contributions”). In consideration of the MCK IPCo Contribution, the Company shall, at the Closing, (i) issue Units to MCK IPCo representing a Membership Percentage equal to the MCK IPCo Initial Percentage, subject to adjustment as set forth herein, and MCK shall cause MCK IPCo to accept such Units, (ii) admit MCK IPCo as a Member, with the rights, powers, obligations and duties set forth in the LLC transactions contemplated by this Agreement, and (iii) assume the MCK Promissory Note (the “IPCo Membership Consideration” and, together with the Non-IP Membership Consideration, the “MCK Membership Consideration”). On the Closing Date, the Company shall repay the MCK Promissory Note Principal Amount in full satisfaction thereof in immediately available funds by wire transfer to an account of MCK with a bank in New York City designated by MCK, by notice to the Company, which notice shall be delivered not later than two Business Days prior to the Closing Date (the “MCK Note Payment”). (vii) Immediately after consummation of the Echo Contributions and Transfer and the MCK Contributions, the Company shall contribute all the assets and liabilities from the Echo Contributions and Transfer and the MCK Contributions to NewCo Intermediate Holdings, which in turn shall contribute all the assets and liabilities from the Echo Contributions and Transfer and the MCK Contributions to NewCo Holdings, in each case for which no additional equity interests of NewCo Intermediate Holdings or NewCo Holdings will be issued.

At the Closing. (i) Echo shallSeller shall deliver to Buyer the various certificates, instruments and the Echo Shareholders shall cause Echo to, contribute, convey, transfer, assign and deliver, or cause documents referred to be contributed, conveyed, transferred, assigned and delivered, to the Company, free and clear of all Liens (other than Permitted Liens), and the Company will accept from Echo, shares of common stock of Echo Holdco representing the Echo Contributed Percentage of the issued and outstanding capital stock of Echo Holdco, subject to the terms and conditions of this Agreement (the “Echo Contribution”). In consideration of the Echo Contribution, the Company shall, at the Closing, (A) issue Units to Echo representing a Membership Percentage equal to 30.0% (before taking into account the Employee Pool), subject to adjustment as set forth herein, and Echo shall accept such Units, and (B) admit Echo as a Member, with the rights, powers, obligations and duties set forth in the LLC Agreement (the “Echo Membership Consideration”).Section 5.1; (ii) Each outstanding Buyer shall deliver to Seller the various certificates, instruments and unexercised vested (or vesting upon the Closing) Echo Holdco Option with an exercise price less than the Echo Per Share Purchase Price shall immediately and automatically be forfeited and cancelled, and the Echo Optionholder thereof (a “Vested Optionholder”) shall be entitled documents referred to receive in exchange therefor (i) an amount of the Echo Purchase Price (including any additional payments pursuant to Section 2.03(a)) equal to such Vested Optionholder’s pro rata portion (based on such Vested Optionholder’s Echo Deemed Option Shares Outstanding) of the Total Echo Option Cash Amount and (ii) Echo Securities (with equivalent value to such vested (or vesting upon the Closing) Echo Holdco Options other than those Echo Holdco Options receiving a portion of the Echo Purchase Price in clause (i) above) subject to terms to be agreed upon by MCK, Echo and Echo Holdco.5.2; (iii) Each Echo Holdco Option Seller shall deliver to Buyer a certificate of the secretary of Seller, dated as of the date hereof, certifying as to (i) that was outstanding but unvested immediately prior to the Closing and Certificate of Incorporation of Seller as in effect as of the date hereof, (ii) that was outstanding and vested the Bylaws of Seller as in effect as of the date hereof, (or vesting upon iii) resolutions approved by the Closing) with an exercise price greater than or equal to the Echo Per Share Purchase Price, shall immediately and automatically be forfeited and cancelled board of directors of Seller and the Echo Optionholder thereof shall be entitled to receive in exchange thereof Echo Securities board of directors of Parent authorizing this Agreement, the Ancillary Documents, and the transactions contemplated hereby and thereby, and (with equivalent value to such Echo Holdco Optionsiv) subject to terms to be agreed upon resolutions approved by MCKthe required vote of Seller's stockholders and Parent's shareholders authorizing this Agreement, Echo the Ancillary Documents, and Echo Holdco.the transactions contemplated hereby and thereby; (iv) The Echo Shareholders Seller shall sell execute and deliver to Buyer: (A) the Companyxxxx of sale in the form attached hereto as EXHIBIT A (the "XXXX OF SALE"), (B) the Assignment and Assumption Agreement in the form attached hereto as EXHIBIT B (the "ASSIGNMENT AGREEMENT"), and (C) such other instruments of conveyance and supporting documents as Buyer may reasonably request in order to effect the Company will purchase from the Echo Shareholderssale, free transfer, conveyance and clear assignment to Buyer of all Liens (other than Permitted Liens), shares of common stock of Echo Holdco (allocated among the Echo Shareholders as determined by Echo Holdco prior to Closing and set forth on the Estimated Echo Closing Statement) representing the Echo Purchase Price Percentage valid ownership of the issued and outstanding capital stock of Echo Holdco, subject to the terms and conditions of this Agreement Acquired Assets (the “Echo Holdco Share Transfer” and, together with the Echo Contribution, the “Echo Contributions and Transfers”). At "ADDITIONAL CONVEYANCE Agreements") even if after the Closing, the Company shall deliver to the Echo Shareholders, as the aggregate purchase price for the shares transferred to the Company pursuant to the Echo Holdco Share Transfer and Vested Optionholders, an amount equal to the Echo Purchase Price, in immediately available funds by wire transfer to accounts for the benefit of the Echo with a bank in the United States designated by the Echo Representative by notice to the Company, which notice shall be delivered not later than two Business Days prior to the Closing Date (the “Echo Holdco Sale Consideration” and, together with the Echo Membership Consideration, the “Echo Membership and Sale Consideration”).; (v) MCK Buyer and Xxxxxx shall cause one or more of its wholly-owned, direct or indirect Subsidiaries (each, an “MCK Contributor”) deliver to contribute, convey, transfer, assign and deliver, or cause to be contributed, conveyed, transferred, assigned and delivered, to Seller the Company, free and clear of all Liens (other than Permitted Liens), and the Company will accept from the MCK Contributors, 100% of the Core MTS Business (including the MCK Licensed Intellectual Property but excluding the MCK IPCo Owned Intellectual Property and the equity interests of certain MCK Contributed Entities (the “MCK DRE Contributed Entities”)), subject to the terms and conditions of this Agreement (the “Non-IP Contribution”). In consideration of the Non-IP Contribution, the Company shall, at the Closing, (i) issue Units to the MCK Contributors representing an aggregate Membership Percentage equal to the Non-IP Initial Percentage, subject to adjustment as set forth herein, and MCK shall cause the MCK Contributors to accept such Units, and (ii) admit each MCK Contributor as a Member, with the rights, powers, obligations and duties set forth in the LLC Agreement (the “Non-IP Membership Purchase Consideration”).; (vi) MCK Buyer and Xxxxxx shall cause MCK IPCo deliver to contribute, convey, transfer, assign and deliver, or cause to be contributed, conveyed, transferred, assigned and delivered, to Seller the Company, free and clear of all Liens Voting Agreement in the form attached hereto as EXHIBIT C (other than Permitted Liensthe "VOTING AGREEMENT"), and the Company will accept from MCK IPCo, the MCK IPCo Owned Intellectual Property and the equity interests of the MCK DRE Contributed Entities, subject to the terms and conditions of this Agreement (the “MCK IPCo Contribution” and, together with the Non-IP Contribution, the “MCK Contributions”). In consideration of the MCK IPCo Contribution, the Company shall, at the Closing, (i) issue Units to MCK IPCo representing a Membership Percentage equal to the MCK IPCo Initial Percentage, subject to adjustment as set forth herein, and MCK shall cause MCK IPCo to accept such Units, (ii) admit MCK IPCo as a Member, with the rights, powers, obligations and duties set forth in the LLC Agreement, and (iii) assume the MCK Promissory Note (the “IPCo Membership Consideration” and, together with the Non-IP Membership Consideration, the “MCK Membership Consideration”). On the Closing Date, the Company shall repay the MCK Promissory Note Principal Amount in full satisfaction thereof in immediately available funds duly executed by wire transfer to an account of MCK with a bank in New York City designated by MCK, by notice to the Company, which notice shall be delivered not later than two Business Days prior to the Closing Date (the “MCK Note Payment”).Xxxxxx; (vii) Immediately after consummation Buyer and Xxxxxx shall deliver to Seller all books and records of Seller in Buyer and Xxxxxx'x possession that are not directly related to the Acquired Assets; (viii) Seller shall deliver to Buyer, or otherwise put Buyer in possession and control of, all of the Echo Contributions Acquired Assets of a tangible nature; and (ix) Parent and Transfer Seller shall deliver to Buyer and Xxxxxx the Voting Agreement duly executed by Parent; (x) Seller shall pay to Buyer any amount due pursuant to Section 1.1(a)(v) hereof. The Xxxx of Sale, Assignment Agreement, Voting Agreement, and the MCK Contributions, Additional Conveyance Agreements are hereinafter referred to collectively as the Company shall contribute all the assets and liabilities from the Echo Contributions and Transfer and the MCK Contributions to NewCo Intermediate Holdings, which in turn shall contribute all the assets and liabilities from the Echo Contributions and Transfer and the MCK Contributions to NewCo Holdings, in each case for which no additional equity interests of NewCo Intermediate Holdings or NewCo Holdings will be issued"ANCILLARY DOCUMENTS".

At the Closing. (ia) Echo shall, the Odyssey Entities shall deliver to Reckson (or its designee) a duly executed and acknowledged instrument of assignment transferring the Echo Shareholders shall cause Echo to, contribute, convey, transfer, assign and deliver, interests of the Odyssey Entities to Reckson (or cause to be contributed, conveyed, transferred, assigned and delivered, to the Company, its designee) free and clear of all Liens liens and encumbrances (other than Permitted Liensthat created pursuant to Section 14.3 or pursuant to the Pledge Agreement), which instrument shall contain surviving representations concerning due organization and authority of the Odyssey Entities and the Company will accept absence of liens and encumbrances and shall contain a provision indemnifying and holding Reckson harmless from Echoany loss, shares liability, cost or expense (including reasonable attorneys' fees) it may incur by reason of common stock any breach of Echo Holdco representing the Echo Contributed Percentage of the issued and outstanding capital stock of Echo Holdco, such representation; (b) subject to Section 21.22, the terms and conditions Odyssey Entities shall pay all transfer, stamp or similar taxes due in connection with the conveyance of this Agreement its 40% Partnership interest; (c) Reckson shall pay the “Echo Contribution”)Odyssey Partnership Interest Payment Amount to the Odyssey Entities in immediately available funds. In consideration of addition, Reckson shall deliver to the Echo Contribution, Odyssey Entities a duly executed agreement (which shall survive the Company shall, at closing under this Section 12.4.4) indemnifying the Closing, (A) issue Units to Echo representing a Membership Percentage equal to 30.0% (before taking into account the Employee Pool), subject to adjustment as set forth herein, and Echo shall accept such Units, and (B) admit Echo as a Member, with the rights, powers, obligations and duties set forth in the LLC Agreement (the “Echo Membership Consideration”). (ii) Each outstanding and unexercised vested (or vesting upon the Closing) Echo Holdco Option with an exercise price less than the Echo Per Share Purchase Price shall immediately and automatically be forfeited and cancelled, and the Echo Optionholder thereof (a “Vested Optionholder”) shall be entitled to receive in exchange therefor Odyssey Entities against (i) an amount of claims based upon events arising from or in connection with the Echo Purchase Price (including any additional payments pursuant to Section 2.03(a)) equal to such Vested Optionholder’s pro rata portion (based on such Vested Optionholder’s Echo Deemed Option Shares Outstanding) of Partnership or the Total Echo Option Cash Amount Project from and after the closing date and (ii) Echo Securities any Partnership liabilities for which the Odyssey Entities are liable on a recourse basis; (with equivalent value to such vested (or vesting upon d) the Closing) Echo Holdco Options other than those Echo Holdco Options receiving a portion Partnership Accountants shall close the books of the Echo Purchase Price in clause (i) above) subject to terms to be agreed upon by MCK, Echo and Echo Holdco. (iii) Each Echo Holdco Option (i) that was outstanding but unvested immediately prior to the Closing and (ii) that was outstanding and vested (or vesting upon the Closing) with an exercise price greater than or equal to the Echo Per Share Purchase Price, shall immediately and automatically be forfeited and cancelled and the Echo Optionholder thereof shall be entitled to receive in exchange thereof Echo Securities (with equivalent value to such Echo Holdco Options) subject to terms to be agreed upon by MCK, Echo and Echo Holdco. (iv) The Echo Shareholders shall sell to the Company, and the Company will purchase from the Echo Shareholders, free and clear Partnership as of all Liens (other than Permitted Liens), shares of common stock of Echo Holdco (allocated among the Echo Shareholders as determined by Echo Holdco prior to Closing and set forth on the Estimated Echo Closing Statement) representing the Echo Purchase Price Percentage of the issued and outstanding capital stock of Echo Holdco, subject to the terms and conditions of this Agreement (the “Echo Holdco Share Transfer” and, together with the Echo Contribution, the “Echo Contributions and Transfers”). At the Closing, the Company shall deliver to the Echo Shareholders, as the aggregate purchase price for the shares transferred to the Company pursuant to the Echo Holdco Share Transfer and Vested Optionholders, an amount equal to the Echo Purchase Price, in immediately available funds by wire transfer to accounts for the benefit of the Echo with a bank in the United States designated by the Echo Representative by notice to the Company, which notice shall be delivered not later than two Business Days prior to the Closing Date (the “Echo Holdco Sale Consideration” and, together with the Echo Membership Consideration, the “Echo Membership and Sale Consideration”). (v) MCK shall cause one or more of its wholly-owned, direct or indirect Subsidiaries (each, an “MCK Contributor”) to contribute, convey, transfer, assign and deliver, or cause to be contributed, conveyed, transferred, assigned and delivered, to the Company, free and clear of all Liens (other than Permitted Liens), and the Company will accept from the MCK Contributors, 100% of the Core MTS Business (including the MCK Licensed Intellectual Property but excluding the MCK IPCo Owned Intellectual Property and the equity interests of certain MCK Contributed Entities (the “MCK DRE Contributed Entities”)), subject to the terms and conditions of this Agreement (the “Non-IP Contribution”). In consideration of the Non-IP Contribution, the Company shall, at the Closing, (i) issue Units to the MCK Contributors representing an aggregate Membership Percentage equal to the Non-IP Initial Percentage, subject to adjustment as set forth herein, and MCK shall cause the MCK Contributors to accept such Units, and (ii) admit each MCK Contributor as a Member, with the rights, powers, obligations and duties set forth in the LLC Agreement (the “Non-IP Membership Consideration”). (vi) MCK shall cause MCK IPCo to contribute, convey, transfer, assign and deliver, or cause to be contributed, conveyed, transferred, assigned and delivered, to the Company, free and clear of all Liens (other than Permitted Liens), and the Company will accept from MCK IPCo, the MCK IPCo Owned Intellectual Property and the equity interests of the MCK DRE Contributed Entities, subject to the terms and conditions of this Agreement (the “MCK IPCo Contribution” and, together with the Non-IP Contribution, the “MCK Contributions”). In consideration of the MCK IPCo Contribution, the Company shall, at the Closing, (i) issue Units to MCK IPCo representing a Membership Percentage equal to the MCK IPCo Initial Percentage, subject to adjustment as set forth herein, and MCK shall cause MCK IPCo to accept such Units, (ii) admit MCK IPCo as a Member, with the rights, powers, obligations and duties set forth in the LLC Agreement, and (iii) assume the MCK Promissory Note (the “IPCo Membership Consideration” and, together with the Non-IP Membership Consideration, the “MCK Membership Consideration”). On the Closing Date, and all items of Partnership income and expense shall be apportioned between the Company shall repay Odyssey Entities and Reckson in proportion to their respective shares of Net Ordinary Cash Flow for the MCK Promissory Note Principal Amount current calendar period, as of 11:59 p.m. of the day preceding the Closing Date in full satisfaction thereof accordance with the customs and practices usual in immediately available funds by wire transfer to an account of MCK with a bank in Nassau County, New York City designated by MCK, by notice in transactions involving property comparable to the CompanyProject; (e) to the extent not otherwise distributed to the Odyssey Entities as part of the Odyssey Partnership Interest Payment Amount, which notice shall be delivered not later than two Business Days prior Net Ordinary Cash Flow and Net Extraordinary Cash Flow up to the Closing Date Date, taking into account clause (d) above, shall be distributed in accordance with the “MCK Note Payment”).provisions of Article 8, which provisions shall survive the closing pursuant hereto for purposes of making or correcting any customary closing adjustments; (viif) Immediately after consummation there shall be distributed to the Odyssey Entities their Percentage Interests of Cash Reserves (to the extent not otherwise distributed to the Odyssey Entities as part of the Echo Contributions Odyssey Partnership Interest Payment Amount) and Transfer Odyssey's Share of the TI Reserve; (g) to the extent not otherwise taken into account in determining the Odyssey Partnership Interest Payment Amount, the Odyssey Partnership Interest Payment Amount shall be decreased by any amounts of Net Extraordinary Cash Flow distributed to the Odyssey Entities pursuant to Article 8 during the period between the Appraisal Date and the MCK ContributionsClosing Date; (h) the Odyssey Entities shall discharge of record all liens and encumbrances affecting their interests in the Partnership (other than liens in favor of the holder of any Mortgage Debt and any lien created under Section 14.3 or pursuant to the Pledge Agreement), and if they fail to do so, Reckson may use any portion of the Odyssey Partnership Interest Payment Amount to pay and discharge any such liens and/or encumbrances and any related expenses and adjourn the closing for such period as may be necessary for such purpose; and (i) the Partners shall execute all amendments to fictitious name, limited partnership or similar certificates necessary to effect the withdrawal of the Odyssey Entities from the Partnership and, if applicable, the Company termination of the Partnership. The Odyssey Entities acknowledge and agree that pursuant to the Pledge Agreement they have agreed that if the Pledge Loan is then outstanding, on the Closing Date any amounts payable to them under this Section 12.4 (including, without limitation, any amounts payable to the Odyssey Entities on the Closing Date if the Odyssey Entities make the Odyssey Acceleration Election and any amounts payable to the Odyssey Entities after such Closing Date upon the final determination of the Odyssey Partnership Interest Payment Amount) shall contribute all be applied first to pay any amounts outstanding under the assets and liabilities from the Echo Contributions and Transfer Pledge Loan and the MCK Contributions balance, if any, shall be paid over to NewCo Intermediate Holdings, which in turn shall contribute all or at the assets direction of the Odyssey Entities. Without limiting the provisions of Section 19 of the Pledge Agreement and liabilities from Section 11 of the Echo Contributions and Transfer and the MCK Contributions to NewCo HoldingsNote, in each case for which no additional equity interests of NewCo Intermediate Holdings or NewCo Holdings event will be issuedthe Odyssey Entities have any liability if the amounts payable to them under this Agreement, including, without limitation, Section 12.4, are insufficient to repay the amounts outstanding under the Pledge Loan.

At the Closing. (i) Echo shall, and the Echo Shareholders Sellers shall cause Echo to, contribute, convey, transfer, assign and deliver, or cause to be contributed, conveyed, transferred, assigned and delivered, deliver to the CompanyBuyer the various certificates, free instruments and clear of all Liens (documents referred to in Section 5.1, as well as such other than Permitted Liens)certificates, instruments and documents as the Company will accept from Echo, shares of common stock of Echo Holdco representing the Echo Contributed Percentage of the issued and outstanding capital stock of Echo Holdco, subject to the terms and conditions of this Agreement (the “Echo Contribution”). In consideration of the Echo Contribution, the Company shall, at the Closing, (A) issue Units to Echo representing a Membership Percentage equal to 30.0% (before taking into account the Employee Pool), subject to adjustment as set forth herein, and Echo shall accept such Units, and (B) admit Echo as a Member, with the rights, powers, obligations and duties set forth in the LLC Agreement (the “Echo Membership Consideration”).Buyer may reasonably request; (ii) Each outstanding the Buyer shall deliver to the Sellers the various certificates, instruments and unexercised vested (or vesting upon documents referred to in Section 5.2, as well as such other certificates, instruments and documents as the Closing) Echo Holdco Option with an exercise price less than the Echo Per Share Purchase Price shall immediately and automatically be forfeited and cancelled, and the Echo Optionholder thereof (a “Vested Optionholder”) shall be entitled to receive in exchange therefor (i) an amount of the Echo Purchase Price (including any additional payments pursuant to Section 2.03(a)) equal to such Vested Optionholder’s pro rata portion (based on such Vested Optionholder’s Echo Deemed Option Shares Outstanding) of the Total Echo Option Cash Amount and (ii) Echo Securities (with equivalent value to such vested (or vesting upon the Closing) Echo Holdco Options other than those Echo Holdco Options receiving a portion of the Echo Purchase Price in clause (i) above) subject to terms to be agreed upon by MCK, Echo and Echo Holdco.Sellers may reasonably request; (iii) Each Echo Holdco Option (i) that was outstanding but unvested the Sellers shall deliver by wire transfer of immediately prior available funds to the Closing and (ii) that was outstanding and vested (or vesting upon the Closing) with Escrow Agent an exercise price greater than or amount equal to the Echo Per Share Purchase Price, shall immediately and automatically be forfeited and cancelled and the Echo Optionholder thereof shall be entitled to receive in exchange thereof Echo Securities (with equivalent value to such Echo Holdco Options) subject to terms to be agreed upon by MCK, Echo and Echo Holdco.Indemnity Escrow Amount; (iv) The Echo Shareholders shall sell to the Company, and the Company will purchase upon confirmation from the Echo ShareholdersEscrow Agent that the Sellers have delivered the Indemnity Escrow Amount, free and clear of all Liens (other than Permitted Liens), shares of common stock of Echo Holdco (allocated among then the Echo Shareholders as determined by Echo Holdco prior to Closing and set forth on the Estimated Echo Closing Statement) representing the Echo Purchase Price Percentage of the issued and outstanding capital stock of Echo Holdco, subject to the terms and conditions of this Agreement (the “Echo Holdco Share Transfer” and, together with the Echo Contribution, the “Echo Contributions and Transfers”). At the Closing, the Company Buyer shall deliver to an account designated by the Echo ShareholdersSellers, as the aggregate purchase price for the shares transferred to the Company pursuant to the Echo Holdco Share Transfer and Vested Optionholdersby wire transfer of immediately available funds, an amount equal to the Echo Preliminary Purchase Price, in immediately available funds by wire transfer Price (excluding adjustments pursuant to accounts Sections 1.4 and 1.6 which are accounted for the benefit of the Echo with a bank in the United States designated by Escrow Amount) less (A) the Echo Representative by notice Deposit (which the Parties shall instruct the Escrow Agent to deliver to the CompanySellers), which notice shall be delivered not later than two Business Days prior to less (B) the Closing Date Estimated Purchase Price Adjustment and less (C) the “Echo Holdco Sale Consideration” and, together with the Echo Membership Consideration, the “Echo Membership and Sale Consideration”).Plan Escrow Amount; (v) MCK the Buyer shall cause one or more deliver by wire transfer of its wholly-ownedimmediately available funds to an account designated by the escrow agent (the "Escrow Agent") under an escrow agreement, direct or indirect Subsidiaries in form and substance reasonably satisfactory to the Parties, to be entered into among the Sellers, the Buyer and the Escrow Agent (eachthe "Escrow Agreement"), an “MCK Contributor”amount equal to the Estimated Purchase Price Adjustment and the Plan Escrow Amount, to be held and disbursed along with the Indemnity Escrow Amount in accordance with the Escrow Agreement and Section 1.6 hereof; (vi) the Sellers shall execute and deliver to contributethe Buyer (A) a xxxx of sale in form and substance to be mutually agreed upon by the Parties, convey(B) an assignment agreement with respect to the Assigned Contracts and Leases in form and substance to be mutually agreed upon by the Parties, (C) a warranty deed in form and substance to be mutually agreed upon by the Parties with respect to each item of Owned Real Property; and (D) such other instruments of conveyance as the Buyer may reasonably request in order to effect the sale, transfer, assign conveyance and deliver, assignment to the Buyer of good title to the Acquired Assets; (vii) the Buyer shall execute and deliver to the Sellers an instrument of assumption in form and substance to be mutually agreed upon by the Parties and such other instruments as the Sellers may reasonably request in order to effect the assumption by the Buyer of the Assumed Liabilities; (viii) the Sellers shall deliver or cause to be contributed, conveyed, transferred, assigned and delivered, delivered to the CompanyBuyer the Approval Order; (ix) the Sellers shall deliver to the Buyer a certificate, free and clear as of all Liens a date not earlier than the day of the entry of the Approval Order, of the Clerk of the Bankruptcy Court certifying as to the absence of the filing of any stay with respect to the Approval Order, or, if a certificate to such effect is not provided by such Clerk, then a certified copy of the court docket for the Bankruptcy Case establishing to the reasonable satisfaction of the Buyer the absence of any such stay as of the Closing Date; (other than Permitted Liens)x) the Sellers shall deliver to the Buyer patent, trademark, service xxxx and/or copyright assignments (which assignments shall be prepared by the Buyer or its counsel with full cooperation of the Sellers, and the Company will accept from Sellers shall request their intellectual property counsel to also cooperate with the MCK ContributorsBuyer or its counsel, 100% and such counsel shall be instructed by the Sellers to provide such cooperation) duly executed by the Sellers and, if applicable, any party to which a security interest was granted or assignment made with respect to the foregoing providing for the assignment and transfer to the Buyer of all of such entity's right, title and interest in and to all patents, copyrights, trademarks, service marks, service names, trade names or any applications therefor and any other Intellectual Property); (xi) the Sellers shall deliver to the Buyer, or otherwise put the Buyer in control of, all of the Core MTS Business Acquired Assets of a tangible nature; and (including xii) the MCK Licensed Intellectual Property but excluding the MCK IPCo Owned Intellectual Property Buyer and the equity interests of certain MCK Contributed Entities (the “MCK DRE Contributed Entities”))Sellers shall execute and deliver to each other cross-receipts and such other instruments, subject documents or agreements, in form and substance reasonable acceptable to the terms and conditions of this Agreement (the “Non-IP Contribution”). In consideration of the Non-IP Contribution, the Company shall, at the Closing, (i) issue Units to the MCK Contributors representing an aggregate Membership Percentage equal to the Non-IP Initial Percentage, subject to adjustment as set forth herein, and MCK shall cause the MCK Contributors to accept such Units, and (ii) admit each MCK Contributor as a Member, with the rights, powers, obligations and duties set forth in the LLC Agreement (the “Non-IP Membership Consideration”). (vi) MCK shall cause MCK IPCo to contribute, convey, transfer, assign and deliver, or cause to be contributed, conveyed, transferred, assigned and delivered, to the Company, free and clear of all Liens (other than Permitted Liens), Buyer and the Company will accept from MCK IPCoSellers, as may be necessary to effect and evidence the MCK IPCo Owned Intellectual Property and the equity interests of the MCK DRE Contributed Entities, subject to the terms and conditions of transactions contemplated by this Agreement (the “MCK IPCo Contribution” and, together with the Non-IP Contribution, the “MCK Contributions”). In consideration of the MCK IPCo Contribution, the Company shall, at the Closing, (i) issue Units to MCK IPCo representing a Membership Percentage equal to the MCK IPCo Initial Percentage, subject to adjustment as set forth herein, and MCK shall cause MCK IPCo to accept such Units, (ii) admit MCK IPCo as a Member, with the rights, powers, obligations and duties set forth in the LLC Agreement, and (iii) assume the MCK Promissory Note (the “IPCo Membership Consideration” and, together with the Non-IP Membership Consideration, the “MCK Membership Consideration”). On the Closing Date, the Company shall repay the MCK Promissory Note Principal Amount in full satisfaction thereof in immediately available funds by wire transfer to an account of MCK with a bank in New York City designated by MCK, by notice to the Company, which notice shall be delivered not later than two Business Days prior to the Closing Date (the “MCK Note Payment”). (vii) Immediately after consummation of the Echo Contributions and Transfer and the MCK Contributions, the Company shall contribute all the assets and liabilities from the Echo Contributions and Transfer and the MCK Contributions to NewCo Intermediate Holdings, which in turn shall contribute all the assets and liabilities from the Echo Contributions and Transfer and the MCK Contributions to NewCo Holdings, in each case for which no additional equity interests of NewCo Intermediate Holdings or NewCo Holdings will be issued.

At the Closing. (i) Echo shalleach Noteholder Party shall deliver via deposit and withdrawal at custodian (“DWAC”) requests through the book-entry facilities of DTC (x) all of its right, title and the Echo Shareholders shall cause Echo to, contribute, convey, transfer, assign interest in and deliver, or cause to be contributed, conveyed, transferred, assigned and delivered, to the CompanyExchanging Notes set forth on Schedule I hereto opposite such Noteholder Party’s name (subject to revisions pursuant to Section 3.1(a)(x)) to the Initial Issuer for acceptance and subsequent delivery to the Existing Issuer and subsequent cancellation; provided that, free and clear for the avoidance of all Liens doubt, any Existing Notes acquired by any Noteholder Party after the date hereof shall not be eligible to participate in the Exchange unless (other than Permitted Liensa) otherwise consented to by LGEC in its sole discretion or (b) such Existing Notes are Exchanging Notes acquired from another Noteholder Party (including an entity who becomes a Noteholder Party pursuant to Section 3.1(a)(x)), and the Company will accept from Echo(y) a properly completed and executed Internal Revenue Service Form W-9 or appropriate Internal Revenue Service Form W-8, shares of common stock of Echo Holdco representing the Echo Contributed Percentage of the issued and outstanding capital stock of Echo Holdco, subject to the terms and conditions of this Agreement (the “Echo Contribution”). In consideration of the Echo Contribution, the Company shall, at the Closing, (A) issue Units to Echo representing a Membership Percentage equal to 30.0% (before taking into account the Employee Pool), subject to adjustment as set forth herein, and Echo shall accept such Units, and (B) admit Echo as a Member, with the rights, powers, obligations and duties set forth in the LLC Agreement (the “Echo Membership Consideration”).applicable; and (ii) Each outstanding and unexercised vested (or vesting upon the Closing) Echo Holdco Option with an exercise price less than the Echo Per Share Purchase Price Initial Issuer shall immediately and automatically be forfeited and cancelled, and the Echo Optionholder thereof (a “Vested Optionholder”) shall be entitled issue to receive in exchange therefor (i) an amount of the Echo Purchase Price each Noteholder Party via DTC (including any additional payments through DWAC), pursuant to the New Indenture, New Notes equal to the amount set forth on Schedule I hereto opposite such Noteholder Party’s name, by delivering, or causing to be delivered, to such Noteholder Party, through its custodian(s) as specified on Schedule I hereto opposite such Noteholder Party’s name (subject to revisions pursuant to Section 2.03(a3.1(a)(x)) equal to such Vested Optionholder’s pro rata portion (based on such Vested Optionholder’s Echo Deemed Option Shares Outstanding) of the Total Echo Option Cash Amount and (ii) Echo Securities (with equivalent value to such vested (or vesting upon the Closing) Echo Holdco Options other than those Echo Holdco Options receiving a portion of the Echo Purchase Price in clause (i) above) subject to terms to be agreed upon by MCK, Echo and Echo Holdco.); and (iii) Each Echo Holdco Option (i) that was outstanding any accrued and unpaid interest up to, but unvested immediately prior to excluding, the Closing and (ii) that was outstanding and vested Date on the Exchanging Notes held by each Noteholder Party (or vesting upon the Closingcertain funds and/or accounts for which such Noteholder Party acts as investment advisor) with an exercise price greater than or equal to the Echo Per Share Purchase Price, shall immediately and automatically be forfeited and cancelled and the Echo Optionholder thereof shall be entitled to receive in exchange thereof Echo Securities (with equivalent value to such Echo Holdco Options) subject to terms to be agreed upon paid by MCK, Echo and Echo Holdco. (iv) The Echo Shareholders shall sell to the Company, and the Company will purchase from the Echo Shareholders, free and clear Initial Issuer by wire transfer of all Liens (other than Permitted Liens), shares of common stock of Echo Holdco (allocated among the Echo Shareholders as determined by Echo Holdco prior to Closing and set forth on the Estimated Echo Closing Statement) representing the Echo Purchase Price Percentage of the issued and outstanding capital stock of Echo Holdco, subject to the terms and conditions of this Agreement (the “Echo Holdco Share Transfer” and, together with the Echo Contribution, the “Echo Contributions and Transfers”). At the Closing, the Company shall deliver to the Echo Shareholders, as the aggregate purchase price for the shares transferred to the Company pursuant to the Echo Holdco Share Transfer and Vested Optionholders, an amount equal to the Echo Purchase Price, in immediately available funds by wire transfer to accounts for each Noteholder Party through the benefit facilities of DTC on the Echo with a bank in first interest payment date under the United States designated by the Echo Representative by notice to the Company, which notice shall be delivered not later than two Business Days prior to the Closing Date (the “Echo Holdco Sale Consideration” and, together with the Echo Membership Consideration, the “Echo Membership and Sale Consideration”). (v) MCK shall cause one or more of its wholly-owned, direct or indirect Subsidiaries (each, an “MCK Contributor”) to contribute, convey, transfer, assign and deliver, or cause to be contributed, conveyed, transferred, assigned and delivered, to the Company, free and clear of all Liens (other than Permitted Liens), and the Company will accept from the MCK Contributors, 100% of the Core MTS Business (including the MCK Licensed Intellectual Property but excluding the MCK IPCo Owned Intellectual Property and the equity interests of certain MCK Contributed Entities (the “MCK DRE Contributed Entities”)), subject to the terms and conditions of this Agreement (the “Non-IP Contribution”). In consideration of the Non-IP Contribution, the Company shall, at the Closing, (i) issue Units to the MCK Contributors representing an aggregate Membership Percentage equal to the Non-IP Initial Percentage, subject to adjustment as set forth herein, and MCK shall cause the MCK Contributors to accept such Units, and (ii) admit each MCK Contributor as a Member, with the rights, powers, obligations and duties set forth in the LLC Agreement (the “Non-IP Membership Consideration”). (vi) MCK shall cause MCK IPCo to contribute, convey, transfer, assign and deliver, or cause to be contributed, conveyed, transferred, assigned and delivered, to the Company, free and clear of all Liens (other than Permitted Liens), and the Company will accept from MCK IPCo, the MCK IPCo Owned Intellectual Property and the equity interests of the MCK DRE Contributed Entities, subject to the terms and conditions of this Agreement (the “MCK IPCo Contribution” and, together with the Non-IP Contribution, the “MCK Contributions”). In consideration of the MCK IPCo Contribution, the Company shall, at the Closing, (i) issue Units to MCK IPCo representing a Membership Percentage equal to the MCK IPCo Initial Percentage, subject to adjustment as set forth herein, and MCK shall cause MCK IPCo to accept such Units, (ii) admit MCK IPCo as a Member, with the rights, powers, obligations and duties set forth in the LLC Agreement, and (iii) assume the MCK Promissory Note (the “IPCo Membership Consideration” and, together with the Non-IP Membership Consideration, the “MCK Membership Consideration”). On New Indenture following the Closing Date, the Company shall repay the MCK Promissory Note Principal Amount in full satisfaction thereof in immediately available funds by wire transfer to an account of MCK with a bank in New York City designated by MCK, by notice to the Company, which notice shall be delivered not later than two Business Days prior to the Closing Date (the “MCK Note Payment”). (vii) Immediately after consummation of the Echo Contributions and Transfer and the MCK Contributions, the Company shall contribute all the assets and liabilities from the Echo Contributions and Transfer and the MCK Contributions to NewCo Intermediate Holdings, which in turn shall contribute all the assets and liabilities from the Echo Contributions and Transfer and the MCK Contributions to NewCo Holdings, in each case for which no additional equity interests of NewCo Intermediate Holdings or NewCo Holdings will be issued.

At the Closing. (i) Echo shall, and the Echo Shareholders The Seller shall cause Echo to, contribute, convey, transfer, assign and deliver, or cause to be contributed, conveyed, transferred, assigned and delivered, deliver to the CompanyBuyer the following (collectively, free and clear of all Liens (other than Permitted Liens), and the Company will accept from Echo, shares of common stock of Echo Holdco representing the Echo Contributed Percentage of the issued and outstanding capital stock of Echo Holdco, subject to the terms and conditions of this Agreement (the “Echo Contribution”). In consideration of the Echo Contribution, the Company shall, at the Closing, (A) issue Units to Echo representing a Membership Percentage equal to 30.0% (before taking into account the Employee Pool), subject to adjustment as set forth herein, and Echo shall accept such Units, and (B) admit Echo as a Member, with the rights, powers, obligations and duties set forth in the LLC Agreement (the “Echo Membership ConsiderationSeller Deliveries”). (iiA) Each outstanding and unexercised vested a duly executed Bxxx of Sale with respect to the Purchased Assets in the form attached as Exhibit A (or vesting upon the Closing) Echo Holdco Option with an exercise price less than the Echo Per Share Purchase Price shall immediately and automatically be forfeited and cancelled, and the Echo Optionholder thereof (a “Vested OptionholderBill of Sale”) shall be entitled executed by the Seller; (B) one or more releases or termination statements as to receive the Purchased Assets in exchange therefor recordable form in the form attached as Exhibit B; (iC) a duly executed Trademark Assignment Agreement in the form attached as Exhibit C; (D) a duly executed Domain Name and Social Media Assignment in the form attached as Exhibit D; (E) a duly executed U.S. Trademark Assignment Agreement in the form attached as Exhibit E; (F) a duly executed IP Assignment Agreement in the form attached as Exhibit F; (G) an amount Affidavit signed by Seller in the form required by law in order to avoid withholding of the Echo Purchase Price (including any additional payments pursuant to Section 2.03(a)) equal to such Vested Optionholder’s pro rata portion (based on such Vested Optionholder’s Echo Deemed Option Shares Outstanding) of the Total Echo Option Cash Amount and (ii) Echo Securities (with equivalent value to such vested (or vesting upon the Closing) Echo Holdco Options other than those Echo Holdco Options receiving a portion of the Echo Purchase Price in clause compliance with Internal Revenue Code §1445, the Foreign Investment In Real Property Tax Act; and (iH) above) subject Such other instruments or documents as Buyer may reasonably request as necessary or appropriate to terms to be agreed upon by MCK, Echo and Echo Holdcocarry out the transactions contemplated hereby. (iii) Each Echo Holdco Option (i) that was outstanding but unvested immediately prior to the Closing and (ii) that was outstanding and vested (or vesting upon the Closing) with an exercise price greater than or equal to the Echo Per Share Purchase Price, shall immediately and automatically be forfeited and cancelled and the Echo Optionholder thereof shall be entitled to receive in exchange thereof Echo Securities (with equivalent value to such Echo Holdco Options) subject to terms to be agreed upon by MCK, Echo and Echo Holdco. (iv) The Echo Shareholders shall sell to the Company, and the Company will purchase from the Echo Shareholders, free and clear of all Liens (other than Permitted Liens), shares of common stock of Echo Holdco (allocated among the Echo Shareholders as determined by Echo Holdco prior to Closing and set forth on the Estimated Echo Closing Statement) representing the Echo Purchase Price Percentage of the issued and outstanding capital stock of Echo Holdco, subject to the terms and conditions of this Agreement (the “Echo Holdco Share Transfer” and, together with the Echo Contribution, the “Echo Contributions and Transfers”). At the Closing, the Company Buyer shall deliver to the Echo ShareholdersSeller the following (collectively, as the aggregate purchase price for “Buyer Deliveries”): (A) the shares transferred to the Company pursuant to the Echo Holdco Share Transfer and Vested Optionholders, an amount equal to the Echo Cash Purchase Price, in Price payable at Closing by wire transfer of immediately available funds by wire transfer to accounts for the benefit of the Echo with a bank in the United States designated by the Echo Representative by notice to the Company, which notice shall be delivered not later than two Business Days prior to the Closing Date (the “Echo Holdco Sale Consideration” and, together with the Echo Membership Consideration, the “Echo Membership and Sale Consideration”). (v) MCK shall cause one or more of its wholly-owned, direct or indirect Subsidiaries (each, an “MCK Contributor”) to contribute, convey, transfer, assign and deliver, or cause to be contributed, conveyed, transferred, assigned and delivered, to the Company, free and clear of all Liens (other than Permitted Liens), and the Company will accept from the MCK Contributors, 100% of the Core MTS Business (including the MCK Licensed Intellectual Property but excluding the MCK IPCo Owned Intellectual Property and the equity interests of certain MCK Contributed Entities (the “MCK DRE Contributed Entities”)), subject to the terms and conditions of this Agreement (the “Non-IP Contribution”). In consideration of the Non-IP Contribution, the Company shall, at the Closing, (i) issue Units to the MCK Contributors representing an aggregate Membership Percentage equal to the Non-IP Initial Percentage, subject to adjustment as set forth herein, and MCK shall cause the MCK Contributors to accept such Units, and (ii) admit each MCK Contributor as a Member, with the rights, powers, obligations and duties set forth in the LLC Agreement (the “Non-IP Membership Consideration”). (vi) MCK shall cause MCK IPCo to contribute, convey, transfer, assign and deliver, or cause to be contributed, conveyed, transferred, assigned and delivered, to the Company, free and clear of all Liens (other than Permitted Liens), and the Company will accept from MCK IPCo, the MCK IPCo Owned Intellectual Property and the equity interests of the MCK DRE Contributed Entities, subject to the terms and conditions of this Agreement (the “MCK IPCo Contribution” and, together with the Non-IP Contribution, the “MCK Contributions”). In consideration of the MCK IPCo Contribution, the Company shall, at the Closing, (i) issue Units to MCK IPCo representing a Membership Percentage equal to the MCK IPCo Initial Percentage, subject to adjustment as set forth herein, and MCK shall cause MCK IPCo to accept such Units, (ii) admit MCK IPCo as a Member, with the rights, powers, obligations and duties set forth in the LLC Agreement, and (iii) assume the MCK Promissory Note (the “IPCo Membership Consideration” and, together with the Non-IP Membership Consideration, the “MCK Membership Consideration”). On the Closing Date, the Company shall repay the MCK Promissory Note Principal Amount in full satisfaction thereof in immediately available funds by wire transfer to an account of MCK with a bank designated in New York City designated writing by MCK, by notice to the Company, which notice shall be delivered not later than two Business Days prior to the Closing Date (the “MCK Note Payment”).Seller; (viiB) Immediately after consummation of a duly executed Secured Promissory Note in the Echo Contributions and Transfer and the MCK Contributionsform attached as Exhibit G; (C) a duly executed Pxxxxx Xxxxxxxx, the Company shall contribute all the assets and liabilities from the Echo Contributions and Transfer and the MCK Contributions to NewCo Intermediate Holdingsduly executed by JX Xxxxxxxxxx, which in turn shall contribute all the assets and liabilities from the Echo Contributions and Transfer and the MCK Contributions to NewCo HoldingsLLC, in each case for which no additional equity interests of NewCo Intermediate Holdings the form attached as Exhibit H; (D) a duly executed Security Agreement; and (E) Such other instruments or NewCo Holdings will be issueddocuments as Seller may reasonably request as necessary or appropriate to carry out the transactions contemplated hereby.

At the Closing. (i) Echo shall, Each Seller Trust shall deliver to GWG a duly executed Assignment and Assumption of MLP Units substantially in the Echo Shareholders shall cause Echo to, contribute, convey, transfer, assign and deliver, or cause form attached hereto as Exhibit C evidencing the transfer of such Seller Trust’s MLP Units to be contributed, conveyed, transferred, assigned and delivered, to the CompanyGWG, free and clear of all Liens (other than Permitted LiensLiens arising under the Securities Act and applicable state securities laws); (ii) GWG shall deliver to each Seller Trust, and the Company will accept from Echo, shares of common stock of Echo Holdco representing the Echo Contributed Percentage of the issued and outstanding capital stock of Echo Holdco, subject to the terms and conditions of this Agreement (the “Echo Contribution”). In consideration of the Echo Contribution, the Company shall, at the Closingpro rata, (A) issue Units to Echo representing a Membership Percentage equal to 30.0% (before taking into account the Employee Pool)duly executed stock certificate, subject to adjustment as set forth herein, and Echo shall accept such Units, and (B) admit Echo as a Member, with the rights, powers, obligations and duties set forth registered in the LLC Agreement (name of such Seller Trust and dated the “Echo Membership Consideration”). (ii) Each outstanding and unexercised vested (or vesting upon Closing Date, evidencing the Closing) Echo Holdco Option with an exercise price less than the Echo Per Share Purchase Price shall immediately and automatically be forfeited and cancelled, and the Echo Optionholder thereof (a “Vested Optionholder”) shall be entitled to receive in exchange therefor (i) an amount of the Echo Purchase Price (including any additional payments pursuant to Section 2.03(a)) equal to such Vested Optionholder’s pro rata portion (based on such Vested Optionholder’s Echo Deemed Option Shares Outstanding) of the Total Echo Option Cash Amount and (ii) Echo Securities (with equivalent value to such vested (or vesting upon the Closing) Echo Holdco Options other than those Echo Holdco Options receiving a portion of the Echo Purchase Price in clause (i) above) subject to terms to be agreed upon by MCK, Echo and Echo Holdco. (iii) Each Echo Holdco Option (i) that was outstanding but unvested immediately prior to the Closing and (ii) that was outstanding and vested (or vesting upon the Closing) with an exercise price greater than or equal to the Echo Per Share Purchase Price, shall immediately and automatically be forfeited and cancelled and the Echo Optionholder thereof shall be entitled to receive in exchange thereof Echo Securities (with equivalent value to such Echo Holdco Options) subject to terms to be agreed upon by MCK, Echo and Echo Holdco. (iv) The Echo Shareholders shall sell to the Company, and the Company will purchase from the Echo ShareholdersStock Consideration issuable thereto, free and clear of all Liens (other than Permitted LiensLiens arising under the Securities Act and applicable state securities laws), shares (B) a duly executed certificate, registered in the name of common stock such Seller Trust, evidencing the pro rata Debt Consideration issuable thereto, and (C) the Cash Payment payable pro rata to such Seller Trust by wire transfer of Echo Holdco (allocated among the Echo Shareholders as determined by Echo Holdco prior to Closing and set forth on the Estimated Echo Closing Statement) representing the Echo Purchase Price Percentage of the issued and outstanding capital stock of Echo Holdco, subject to the terms and conditions of this Agreement (the “Echo Holdco Share Transfer” and, together with the Echo Contribution, the “Echo Contributions and Transfers”). At the Closing, the Company shall deliver to the Echo Shareholders, as the aggregate purchase price for the shares transferred to the Company pursuant to the Echo Holdco Share Transfer and Vested Optionholders, an amount equal to the Echo Purchase Price, in immediately available funds to an account identified by wire transfer to accounts for the benefit of the Echo with a bank in the United States designated by the Echo Representative by notice to the Company, which notice shall be delivered such Seller Trust not later less than two Business Days prior to Closing, each in the amounts set forth on Schedule I hereto; (iii) GWG shall record in its books and records the ownership of the Stock Consideration and the Debt Consideration in such name or names as shall be designated by the Trust Advisors on behalf of the Seller Trusts not less than two (2) Business Days prior to Closing; (iv) Subject to GWG’s acceptance, MHT SPV shall deliver $150 million by wire transfer of immediately available funds to an account identified by GWG not less than two Business Days prior to Closing Date (the “Echo Holdco Sale Consideration” and, together as payment in full for such number of shares of GWG Common Stock and such principal amount of GWG L Bonds as shall be determined in accordance with the Echo Membership Consideration, the “Echo Membership and Sale Consideration”).Section 2.2 above; (v) MCK GWG shall cause one or more (A) deliver to MHT SPV a duly executed stock certificate, registered in the name of its wholly-ownedMHT SPV and dated the Closing Date, direct or indirect Subsidiaries (each, an “MCK Contributor”) to contribute, convey, transfer, assign and deliver, or cause to be contributed, conveyed, transferred, assigned and delivered, to the Companyevidencing shares of GWG Common Stock, free and clear of all Liens (other than Permitted LiensLiens arising under the Securities Act and applicable state securities laws), and (B) record in its books and records the Company will accept from the MCK Contributors, 100% ownership of the Core MTS Business (including the MCK Licensed Intellectual Property but excluding the MCK IPCo Owned Intellectual Property and the equity interests of certain MCK Contributed Entities (the “MCK DRE Contributed Entities”)), subject to the terms and conditions of this Agreement (the “Non-IP Contribution”). In consideration of the Non-IP Contribution, the Company shall, at the Closing, (i) issue Units to the MCK Contributors representing GWG L Bonds by MHT SPV in an aggregate Membership Percentage equal to the Non-IP Initial Percentage, subject to adjustment as set forth herein, and MCK shall cause the MCK Contributors to accept such Units, and (ii) admit each MCK Contributor as a Member, amount determined in accordance with the rights, powers, obligations and duties set forth in the LLC Agreement (the “Non-IP Membership Consideration”).Section 2.2 above; (vi) MCK GWG Life shall cause MCK IPCo to contribute, convey, transfer, assign and deliver, or cause to be contributed, conveyed, transferred, assigned and delivered, deliver the proceeds of the loan to the Company, free and clear of all Liens (other than Permitted Liens), and the Company will accept from MCK IPCo, the MCK IPCo Owned Intellectual Property and the equity interests of the MCK DRE Contributed Entities, subject to the terms and conditions of this Agreement (the “MCK IPCo Contribution” and, together in accordance with the Non-IP Contribution, the “MCK Contributions”). In consideration of the MCK IPCo Contribution, the Company shall, at the Closing, (i) issue Units to MCK IPCo representing a Membership Percentage equal to the MCK IPCo Initial Percentage, subject to adjustment as set forth herein, and MCK shall cause MCK IPCo to accept such Units, (ii) admit MCK IPCo as a Member, with the rights, powers, obligations and duties set forth in the LLC Loan Agreement, and (iii) assume the MCK Promissory Note (the “IPCo Membership Consideration” ; and, together with the Non-IP Membership Consideration, the “MCK Membership Consideration”). On the Closing Date, the Company shall repay the MCK Promissory Note Principal Amount in full satisfaction thereof in immediately available funds by wire transfer to an account of MCK with a bank in New York City designated by MCK, by notice to the Company, which notice shall be delivered not later than two Business Days prior to the Closing Date (the “MCK Note Payment”). (vii) Immediately after consummation of The appropriate parties shall deliver the Echo Contributions and Transfer and the MCK Contributions, the Company shall contribute all the assets and liabilities from the Echo Contributions and Transfer and the MCK Contributions items required to NewCo Intermediate Holdings, which in turn shall contribute all the assets and liabilities from the Echo Contributions and Transfer and the MCK Contributions be delivered pursuant to NewCo Holdings, in each case for which no additional equity interests of NewCo Intermediate Holdings or NewCo Holdings will be issuedArticle IX.

At the Closing. (i) Echo shallthe Buyer shall deliver or cause to be delivered to the Seller in respect of the Estimated Purchase Price (subject to Section 2.2(e)): (A) a cash amount equal to the Estimated Purchase Price minus $35,000,000.00 and (B) a duly issued share certificate of the Buyer Parent, in the name of the Seller and representing that number of duly issued CoStar Shares equal to the quotient determined by dividing (1) $35,000,000.00, by (2) the Applicable Price per Share; (ii) the Buyer shall deposit or cause to be deposited the Stay Bonus Escrow Amount with the Escrow Agent by wire transfer in immediately available funds, to be managed and paid out by the Escrow Agent pursuant to the terms of the Escrow Agreement; (iii) the Buyer shall deliver or cause to be delivered on behalf of the Company the amount payable to each counterparty or holder of Indebtedness identified on Schedule 2.2(c)(iii) (the “Payoff Indebtedness”), if any, in order to fully discharge such Payoff Indebtedness and terminate all applicable obligations and liabilities of the Company and any of its Affiliates related thereto, as specified in the Debt Payoff Letters and in accordance with this Agreement; (iv) the Buyer shall deliver or cause to be delivered on behalf of the Company the amount payable to each Person that is owed a portion of the Estimated Seller Transaction Expenses, as specified in the Seller Transaction Expenses Payoff Instructions and in accordance with this Agreement; (v) the Buyer shall deliver or cause to be delivered to the Seller duly executed counterparts of the Escrow Agreement and the Transition Services Agreement; (vi) the Seller shall deliver or cause to be delivered to the Buyer certificates representing the Shares, duly endorsed in blank or accompanied by stock powers duly endorsed in blank in proper form for transfer, with appropriate transfer stamps, if any, affixed; (vii) if applicable, each Key Employee shall deliver to the Buyer a duly executed Employment Agreement (but for the avoidance of doubt, the delivery of these Employment Agreements is not a condition to the Closing); (viii) the Seller shall deliver or cause to be delivered to the Buyer letters or shareholder consents effecting the resignation or removal of each of the directors or managers, as applicable, and officers of the Company and its Subsidiaries, effective as of the Closing, except for such directors and officers whom the Buyer has specified in writing to the Seller prior to the Closing Date; (ix) the Seller shall deliver or cause to be delivered to the Buyer any of the third-party consents and approvals listed on Schedule 2.2(c)(ix) that have been obtained (but for the avoidance of doubt, the delivery of these consents is not a condition to the Closing); (x) the Seller shall deliver or cause to be delivered to the Buyer documentation evidencing the termination and release of all obligations of the Company and its Subsidiaries under, all intercompany and intracompany accounts or contracts between the Company and its Subsidiaries, on the one hand, and the Echo Shareholders Seller and its Affiliates (other than the Company and its Subsidiaries), on the other hand, as such accounts and contracts are set forth on Schedule 2.2(c)(x); (xi) the Seller shall deliver or cause Echo toto be delivered to the Buyer duly executed counterparts of the Escrow Agreement and the Transition Services Agreement; and (xii) the Seller and the Buyer shall execute and deliver, contribute, convey, transfer, assign and deliver, or cause to be contributed, conveyed, transferred, assigned executed and delivered, to the Company, free and clear of all Liens (other than Permitted Liens), and the Company will accept from Echo, shares of common stock of Echo Holdco representing the Echo Contributed Percentage of the issued and outstanding capital stock of Echo Holdco, subject to the terms and conditions of this Agreement (the “Echo Contribution”). In consideration of the Echo Contributionas applicable, the Company shall, at the Closing, (A) issue Units to Echo representing a Membership Percentage equal to 30.0% (before taking into account the Employee Pool), subject to adjustment as set forth herein, certificates and Echo shall accept such Units, and (B) admit Echo as a Member, with the rights, powers, obligations and duties set forth in the LLC Agreement (the “Echo Membership Consideration”). (ii) Each outstanding and unexercised vested (or vesting upon the Closing) Echo Holdco Option with an exercise price less than the Echo Per Share Purchase Price shall immediately and automatically be forfeited and cancelled, and the Echo Optionholder thereof (a “Vested Optionholder”) shall be entitled to receive in exchange therefor (i) an amount of the Echo Purchase Price (including any additional payments pursuant to Section 2.03(a)) equal to such Vested Optionholder’s pro rata portion (based on such Vested Optionholder’s Echo Deemed Option Shares Outstanding) of the Total Echo Option Cash Amount and (ii) Echo Securities (with equivalent value to such vested (or vesting upon the Closing) Echo Holdco Options other than those Echo Holdco Options receiving a portion of the Echo Purchase Price in clause (i) above) subject to terms to be agreed upon by MCK, Echo and Echo Holdco. (iii) Each Echo Holdco Option (i) that was outstanding but unvested immediately prior to the Closing and (ii) that was outstanding and vested (or vesting upon the Closing) with an exercise price greater than or equal to the Echo Per Share Purchase Price, shall immediately and automatically be forfeited and cancelled and the Echo Optionholder thereof shall be entitled to receive in exchange thereof Echo Securities (with equivalent value to such Echo Holdco Options) subject to terms to be agreed upon by MCK, Echo and Echo Holdco. (iv) The Echo Shareholders shall sell to the Company, and the Company will purchase from the Echo Shareholders, free and clear of all Liens (other than Permitted Liens), shares of common stock of Echo Holdco (allocated among the Echo Shareholders as determined by Echo Holdco prior to Closing and documents set forth on the Estimated Echo Closing Statement) representing the Echo Purchase Price Percentage of the issued and outstanding capital stock of Echo Holdco, subject to the terms and conditions of this Agreement (the “Echo Holdco Share Transfer” and, together with the Echo Contribution, the “Echo Contributions and Transfers”). At the Closing, the Company shall deliver to the Echo Shareholders, as the aggregate purchase price for the shares transferred to the Company pursuant to the Echo Holdco Share Transfer and Vested Optionholders, an amount equal to the Echo Purchase Price, in immediately available funds by wire transfer to accounts for the benefit of the Echo with a bank in the United States designated by the Echo Representative by notice to the Company, which notice shall be delivered not later than two Business Days prior to the Closing Date (the “Echo Holdco Sale Consideration” and, together with the Echo Membership Consideration, the “Echo Membership and Sale Consideration”Schedule 2.2(c)(xii). (v) MCK shall cause one or more of its wholly-owned, direct or indirect Subsidiaries (each, an “MCK Contributor”) to contribute, convey, transfer, assign and deliver, or cause to be contributed, conveyed, transferred, assigned and delivered, to the Company, free and clear of all Liens (other than Permitted Liens), and the Company will accept from the MCK Contributors, 100% of the Core MTS Business (including the MCK Licensed Intellectual Property but excluding the MCK IPCo Owned Intellectual Property and the equity interests of certain MCK Contributed Entities (the “MCK DRE Contributed Entities”)), subject to the terms and conditions of this Agreement (the “Non-IP Contribution”). In consideration of the Non-IP Contribution, the Company shall, at the Closing, (i) issue Units to the MCK Contributors representing an aggregate Membership Percentage equal to the Non-IP Initial Percentage, subject to adjustment as set forth herein, and MCK shall cause the MCK Contributors to accept such Units, and (ii) admit each MCK Contributor as a Member, with the rights, powers, obligations and duties set forth in the LLC Agreement (the “Non-IP Membership Consideration”). (vi) MCK shall cause MCK IPCo to contribute, convey, transfer, assign and deliver, or cause to be contributed, conveyed, transferred, assigned and delivered, to the Company, free and clear of all Liens (other than Permitted Liens), and the Company will accept from MCK IPCo, the MCK IPCo Owned Intellectual Property and the equity interests of the MCK DRE Contributed Entities, subject to the terms and conditions of this Agreement (the “MCK IPCo Contribution” and, together with the Non-IP Contribution, the “MCK Contributions”). In consideration of the MCK IPCo Contribution, the Company shall, at the Closing, (i) issue Units to MCK IPCo representing a Membership Percentage equal to the MCK IPCo Initial Percentage, subject to adjustment as set forth herein, and MCK shall cause MCK IPCo to accept such Units, (ii) admit MCK IPCo as a Member, with the rights, powers, obligations and duties set forth in the LLC Agreement, and (iii) assume the MCK Promissory Note (the “IPCo Membership Consideration” and, together with the Non-IP Membership Consideration, the “MCK Membership Consideration”). On the Closing Date, the Company shall repay the MCK Promissory Note Principal Amount in full satisfaction thereof in immediately available funds by wire transfer to an account of MCK with a bank in New York City designated by MCK, by notice to the Company, which notice shall be delivered not later than two Business Days prior to the Closing Date (the “MCK Note Payment”). (vii) Immediately after consummation of the Echo Contributions and Transfer and the MCK Contributions, the Company shall contribute all the assets and liabilities from the Echo Contributions and Transfer and the MCK Contributions to NewCo Intermediate Holdings, which in turn shall contribute all the assets and liabilities from the Echo Contributions and Transfer and the MCK Contributions to NewCo Holdings, in each case for which no additional equity interests of NewCo Intermediate Holdings or NewCo Holdings will be issued.

At the Closing. (i) Echo shallSellers shall transfer to Escrow Agent, good and the Echo Shareholders shall cause Echo to, contribute, convey, transfer, assign and deliver, or cause to be contributed, conveyed, transferred, assigned and delivered, marketable title to the CompanySellers' Common Stock, free and clear of any and all Liens (other than Permitted Liens)liens, claims, encumbrances and adverse interests of any kind, by delivering to Escrow Agent the Company will accept from Echo, shares of common stock of Echo Holdco certificates representing the Echo Contributed Percentage of the issued and outstanding capital Sellers' Common Stock in negotiable form, duly endorsed in blank, or with stock of Echo Holdco, subject to the terms and conditions of this Agreement (the “Echo Contribution”). In consideration of the Echo Contribution, the Company shall, at the Closing, (A) issue Units to Echo representing a Membership Percentage equal to 30.0% (before taking into account the Employee Pool), subject to adjustment as set forth herein, and Echo shall accept such Units, and (B) admit Echo as a Member, with the rights, powers, obligations and duties set forth in the LLC Agreement (the “Echo Membership Consideration”).transfer powers attached thereto; (ii) Each outstanding Sellers shall deliver to Escrow Agent their resignations as officers and unexercised vested (or vesting upon the Closing) Echo Holdco Option with an exercise price less than the Echo Per Share Purchase Price shall immediately and automatically be forfeited and cancelled, and the Echo Optionholder thereof (a “Vested Optionholder”) shall be entitled to receive in exchange therefor (i) an amount directors of the Echo Purchase Price (including any additional payments pursuant to Section 2.03(a)) equal to such Vested Optionholder’s pro rata portion (based on such Vested Optionholder’s Echo Deemed Option Shares Outstanding) Company and their written appointment of the Total Echo Option Cash Amount one or more persons designated by Buyers as successor officers and (ii) Echo Securities (with equivalent value to such vested (or vesting upon the Closing) Echo Holdco Options other than those Echo Holdco Options receiving a portion of the Echo Purchase Price in clause (i) above) subject to terms to be agreed upon by MCK, Echo and Echo Holdco.directors; (iii) Each Echo Holdco Option Sellers shall deliver to Escrow Agent a letter agreement (ithe "Letter Agreement") that was outstanding but unvested immediately prior signed by each Seller agreeing to vote their respective Sellers' Common Stock in favor of Buyer's designees to the Closing Board of Directors and (ii) that was outstanding in favor of the reverse stock split and vested (or vesting upon the Closing) with an exercise price greater than or equal to the Echo Per Share Purchase Price, shall immediately and automatically be forfeited and cancelled and the Echo Optionholder thereof shall be entitled to receive in exchange thereof Echo Securities (with equivalent value to such Echo Holdco Options) subject to terms to be agreed upon by MCK, Echo and Echo Holdco.name change; (iv) The Echo Shareholders Sellers shall sell cause to be made available the Company, books and records of the Company will purchase from the Echo Shareholders, free and clear of all Liens (other than Permitted Liens), shares of common stock of Echo Holdco (allocated among the Echo Shareholders as determined by Echo Holdco prior to Closing and set forth on the Estimated Echo Closing Statement) representing the Echo Purchase Price Percentage of the issued and outstanding capital stock of Echo Holdco, subject to the terms and conditions of this Agreement (the “Echo Holdco Share Transfer” and, together with the Echo Contribution, the “Echo Contributions and Transfers”). At the Closing, the Company shall deliver to the Echo Shareholders, as the aggregate purchase price for the shares transferred to the Company pursuant to the Echo Holdco Share Transfer and Vested Optionholders, an amount equal to the Echo Purchase Price, in immediately available funds by wire transfer to accounts for the benefit of the Echo with a bank in the United States designated by the Echo Representative by notice to the Company, which notice shall be delivered not later than two Business Days prior to the Closing Date (the “Echo Holdco Sale Consideration” and, together with the Echo Membership Consideration, the “Echo Membership and Sale Consideration”).Buyers; (v) MCK Buyer shall cause one deliver to Escrow Agent the Purchase Price by delivering either 1) a check drawn on a US bank made payable to "Gottbetter & Partners, LLP, as Escrow Agent" for the full amount of the Purchase Price; or more 2) a wire transfer with immediately available U.S. funds for the full amount of its wholly-ownedthe Purchase Price plus all wire transfer fees to: ------------------------------- Gottbetter & Partners, direct or indirect Subsidiaries LLP IOLA Account Citibank N.A. 330 Madison Axxxxe New York, New York 10017 XXX Xxxxxxx Xx.: Xxxxxxx Xx.: Reference: (each, an “MCK Contributor”Your Name) to contribute, convey, transfer, assign and deliver, or cause for VBYR (The items to be contributed, conveyed, transferred, assigned and delivered, delivered to the Company, free and clear of all Liens Escrow Agent described in Section 2 (other than Permitted Liens), and the Company will accept from the MCK Contributors, 100% of the Core MTS Business (including the MCK Licensed Intellectual Property but excluding the MCK IPCo Owned Intellectual Property and the equity interests of certain MCK Contributed Entities (the “MCK DRE Contributed Entities”)), subject to the terms and conditions of this Agreement (the “Non-IP Contribution”). In consideration of the Non-IP Contribution, the Company shall, at the Closing, b) (i) issue Units through (v) above, are collectively referred to as the MCK Contributors representing an aggregate Membership Percentage equal "Closing Materials"). As soon as practicable following (1) the execution of this Agreement, (2) the deliver of the Closing Materials to the Non-IP Initial Percentage, subject to adjustment as set forth hereinEscrow Agent, and MCK (3) the satisfaction of the Post-Closing Conditions (defined herein), Escrow Agent shall cause uses its best efforts to distribute the MCK Contributors Purchase Price to accept such Units(i) the Company's creditors listed in Exhibit 4(i) in the amounts listed under the caption settlement payments (the "Settlement Payments"), and (ii) admit each MCK Contributor as a MemberGottbetter & Partners, LLP in the amount of Ten Thousand Dollars ($10,000) (the "Retainer Fee"). Upon full distribution of the Settlement Payments and the Retainer Fee, the balance of the Purchase Price shall be equally distributed to Sellers (the "Balance Purchase Price"). It is understood by the parties that no monies will be deducted from the Purchase Price other than in accordance with this paragraph. At any time and from time to time after the Closing, the Parties shall duly execute, acknowledge and deliver all such further assignments, conveyances, instruments and documents, and shall take such other action consistent with the rights, powers, obligations and duties set forth in the LLC Agreement (the “Non-IP Membership Consideration”). (vi) MCK shall cause MCK IPCo to contribute, convey, transfer, assign and deliver, or cause to be contributed, conveyed, transferred, assigned and delivered, to the Company, free and clear of all Liens (other than Permitted Liens), and the Company will accept from MCK IPCo, the MCK IPCo Owned Intellectual Property and the equity interests of the MCK DRE Contributed Entities, subject to the terms and conditions of this Agreement (to carry out the “MCK IPCo Contribution” and, together with the Non-IP Contribution, the “MCK Contributions”). In consideration of the MCK IPCo Contribution, the Company shall, at the Closing, (i) issue Units to MCK IPCo representing a Membership Percentage equal to the MCK IPCo Initial Percentage, subject to adjustment as set forth herein, and MCK shall cause MCK IPCo to accept such Units, (ii) admit MCK IPCo as a Member, with the rights, powers, obligations and duties set forth in the LLC transactions contemplated by this Agreement, and (iii) assume the MCK Promissory Note (the “IPCo Membership Consideration” and, together with the Non-IP Membership Consideration, the “MCK Membership Consideration”). On the Closing Date, the Company shall repay the MCK Promissory Note Principal Amount in full satisfaction thereof in immediately available funds by wire transfer to an account of MCK with a bank in New York City designated by MCK, by notice to the Company, which notice shall be delivered not later than two Business Days prior to the Closing Date (the “MCK Note Payment”). (vii) Immediately after consummation of the Echo Contributions and Transfer and the MCK Contributions, the Company shall contribute all the assets and liabilities from the Echo Contributions and Transfer and the MCK Contributions to NewCo Intermediate Holdings, which in turn shall contribute all the assets and liabilities from the Echo Contributions and Transfer and the MCK Contributions to NewCo Holdings, in each case for which no additional equity interests of NewCo Intermediate Holdings or NewCo Holdings will be issued.

At the Closing. (i) Echo shallBy virtue of the Merger and without any action on the part of any Party or the holder of any of the following securities, each Common Share issued and the Echo Shareholders shall cause Echo to, contribute, convey, transfer, assign and deliver, or cause to be contributed, conveyed, transferred, assigned and delivered, outstanding immediately prior to the Company, free and clear of all Liens Effective Time (other than Permitted Liens), Common Shares owned beneficially by Buyer or the Transitory Subsidiary) shall be converted into and represent only the right to receive (subject to the provisions of Section 1.7) the Closing Consideration for each such Common Share less such Common Shareholder's pro rata share of the Escrow Amount and the Company will accept from Echo, shares of common stock of Echo Holdco representing Obligation Amount (to the Echo Contributed Percentage extent such amount is paid to the Company at Closing on behalf of the issued Securityholders as contemplated by Section 1.3(i)); provided that the Parties acknowledge and outstanding capital stock agree that no holder of Echo Holdco, subject to the terms and conditions of this Agreement (the “Echo Contribution”). In consideration of the Echo Contribution, the Company shall, at the Closing, (A) issue Units to Echo representing a Membership Percentage equal to 30.0% (before taking into account the Employee Pool), subject to adjustment as set forth herein, and Echo shall accept such Units, and (B) admit Echo as a Member, with the rights, powers, obligations and duties set forth in the LLC Agreement (the “Echo Membership Consideration”). (ii) Each outstanding and unexercised vested (or vesting upon the Closing) Echo Holdco Option with an exercise price less than the Echo Per Common Share Purchase Price shall immediately and automatically be forfeited and cancelled, and the Echo Optionholder thereof (a “Vested Optionholder”) shall be entitled to receive in exchange therefor (i) an amount the Closing Consideration for such Common Share unless and until such holder executes and delivers to Buyer a Letter of Transmittal; provided that the failure of any Company Shareholder to duly execute and deliver such Letter of Transmittal shall not delay the payment to the other Company Shareholders of the Echo Purchase Price (including any additional payments Merger Consideration pursuant to Section 2.03(a)) equal to such Vested Optionholder’s pro rata portion (based on such Vested Optionholder’s Echo Deemed Option Shares Outstanding) of the Total Echo Option Cash Amount and terms hereof; (ii) Echo Securities (with equivalent value to such vested (or vesting upon the Closing) Echo Holdco Options other than those Echo Holdco Options receiving a portion By virtue of the Echo Purchase Price in clause (i) above) subject Merger and without any action on the part of any Party or the holder of any of the following securities, each share of common stock, $0.01 par value per share, of the Transitory Subsidiary issued and outstanding immediately prior to terms to the Effective Time shall be agreed upon by MCKconverted into and thereafter evidence, Echo and Echo Holdco.one share of common stock, no par value per share, of the Surviving Corporation; (iii) Each Echo Holdco Option Buyer shall pay to each Securityholder such Securityholder's pro rata portion of the aggregate Closing Consideration less such Securityholder's pro rata share of the Escrow Amount and the Company Obligation Amount (i) that was outstanding but unvested immediately prior to the Closing and (ii) that was outstanding and vested (or vesting upon the Closing) with an exercise price greater than or equal extent such amount is paid to the Echo Per Share Purchase Price, shall immediately and automatically be forfeited and cancelled and Company at Closing on behalf of the Echo Optionholder thereof shall be entitled to receive in exchange thereof Echo Securities (with equivalent value to such Echo Holdco Options) subject to terms to be agreed upon Securityholders as contemplated by MCK, Echo and Echo Holdco.Section 1.3(i)); and (iv) The Echo Shareholders shall sell to the Company, and the Company will purchase from the Echo Shareholders, free and clear of all Liens (other than Permitted Liens), shares of common stock of Echo Holdco (allocated among the Echo Shareholders as determined by Echo Holdco prior to Closing and set forth on the Estimated Echo Closing Statement) representing the Echo Purchase Price Percentage of the issued and outstanding capital stock of Echo Holdco, subject to the terms and conditions of this Agreement (the “Echo Holdco Share Transfer” and, together with the Echo Contribution, the “Echo Contributions and Transfers”). At the Closing, the Company shall deliver to the Echo Shareholders, as the aggregate purchase price for the shares transferred to the Company pursuant to the Echo Holdco Share Transfer and Vested Optionholders, an amount equal to the Echo Purchase Price, in immediately available funds by wire transfer to accounts for the benefit of the Echo with a bank in the United States designated by the Echo Representative by notice to the Company, which notice shall be delivered not later than two Business Days prior to the Closing Date (the “Echo Holdco Sale Consideration” and, together with the Echo Membership Consideration, the “Echo Membership and Sale Consideration”). (v) MCK shall cause one or more of its wholly-owned, direct or indirect Subsidiaries (each, an “MCK Contributor”) to contribute, convey, transfer, assign and deliver, or cause to be contributed, conveyed, transferred, assigned and delivered, to the Company, free and clear of all Liens (other than Permitted Liens), and the Company will accept from the MCK Contributors, 100% of the Core MTS Business (including the MCK Licensed Intellectual Property but excluding the MCK IPCo Owned Intellectual Property and the equity interests of certain MCK Contributed Entities (the “MCK DRE Contributed Entities”)), subject to the terms and conditions of this Agreement (the “Non-IP Contribution”). In consideration of the Non-IP Contribution, the Company shall, at the Closing, (i) issue Units to the MCK Contributors representing an aggregate Membership Percentage equal to the Non-IP Initial Percentage, subject to adjustment as set forth herein, and MCK Buyer shall cause the MCK Contributors amount of Five Million Three Hundred Thirty Thousand Dollars ($5,330,000) (the "Escrow Amount") to accept such Units, and (ii) admit each MCK Contributor as a Member, be deposited by Buyer with the rights, powers, obligations and duties set forth Escrow Agent in the LLC Agreement (the “Non-IP Membership Consideration”). (vi) MCK shall cause MCK IPCo to contribute, convey, transfer, assign and deliver, or cause to be contributed, conveyed, transferred, assigned and delivered, to the Company, free and clear of all Liens (other than Permitted Liens), and the Company will accept from MCK IPCo, the MCK IPCo Owned Intellectual Property and the equity interests of the MCK DRE Contributed Entities, subject to the terms and conditions of this Agreement (the “MCK IPCo Contribution” and, together accordance with the Non-IP Contribution, the “MCK Contributions”). In consideration provisions of the MCK IPCo Contribution, the Company shall, at the Closing, (i) issue Units to MCK IPCo representing a Membership Percentage equal to the MCK IPCo Initial Percentage, subject to adjustment as set forth herein, and MCK shall cause MCK IPCo to accept such Units, (ii) admit MCK IPCo as a Member, with the rights, powers, obligations and duties set forth in the LLC Agreement, and (iii) assume the MCK Promissory Note (the “IPCo Membership Consideration” and, together with the Non-IP Membership Consideration, the “MCK Membership Consideration”). On the Closing Date, the Company shall repay the MCK Promissory Note Principal Amount in full satisfaction thereof in immediately available funds by wire transfer to an account of MCK with a bank in New York City designated by MCK, by notice to the Company, which notice shall be delivered not later than two Business Days prior to the Closing Date (the “MCK Note Payment”)Section 1.7 hereof. (vii) Immediately after consummation of the Echo Contributions and Transfer and the MCK Contributions, the Company shall contribute all the assets and liabilities from the Echo Contributions and Transfer and the MCK Contributions to NewCo Intermediate Holdings, which in turn shall contribute all the assets and liabilities from the Echo Contributions and Transfer and the MCK Contributions to NewCo Holdings, in each case for which no additional equity interests of NewCo Intermediate Holdings or NewCo Holdings will be issued.

At the Closing. (a) the Company shall deliver to Standby Purchaser stock certificates representing the Standby Shares to be purchased by Standby Purchaser hereunder, registered in the name of Standby Purchaser or such of its nominees as it may specify at least one business day prior to the Closing Date, for Standby Purchaser's account; (b) Standby Purchaser shall deliver the Subscription Price for each Standby Share purchased by it in Federal funds in the form of a wire transfer to an account designated by the Company at least one business day prior to the Closing Date; and (i) Echo shallPrior to, and the Echo Shareholders shall cause Echo toin preference of, contribute, convey, transfer, assign and deliver, any other payment(s) for any other purpose(s) or cause to be contributed, conveyed, transferred, assigned and delivered, to the Company, free and clear of all Liens (any other than Permitted Liensparty(ies), and the Company will accept from Echo, shares of common stock of Echo Holdco representing the Echo Contributed Percentage gross proceeds of the issued and outstanding capital stock of Echo HoldcoRights Offering shall be paid, subject to the terms and conditions of this Agreement (the “Echo Contribution”). In consideration of the Echo Contribution, the Company shall, at the Closing, as follows: (A) issue Units to Echo representing a Membership Percentage Standby Purchaser and/or its designated affiliates, as applicable, in such sequence as Standby Purchaser shall designate: (aa) an amount equal to 30.0% the aggregate Loan Amounts as of the Closing Date, less $5 million, (before taking into account bb) accrued and unpaid advisory fees owed to a Standby Purchaser affiliate as of the Employee Pool)Closing Date, subject (cc) Standby Purchaser's transaction fees and expenses related to adjustment as set forth hereinthe Loans and the Rights Offering up to $125,000 in the aggregate, and Echo shall accept such Units, (dd) the $400,000 fee payable to Standby Purchaser under Section 1.3 hereof; and (B) admit Echo Contractor Liabilities (as a Memberdefined in the $17.5 million Revolving Credit and Term Loan Agreement, with the rightsFleet National Bank, powersas agent for a group of lenders, obligations and duties set forth in the LLC Agreement amended (the “Echo Membership Consideration”"Revolver")); and (C) pre-opening expenses then owing in respect of the Angexx & Xaxix'x xxxtaurants at Reston, Virginia and West Palm, Florida. (ii) Each outstanding After the payments described in Section 3.2(c)(i) have been made, (A) the balance of the Rights Offering gross proceeds, if any, together with (B) the excess of the balance of the Loan Amounts, if any, as of the Closing Date, over $5 million (the "Excess Loan Amount"), and unexercised vested (or vesting upon C) amounts, if any, available under the Closing) Echo Holdco Option with an exercise price less than Revolver, shall be applied to the Echo Per Share Purchase Price shall immediately and automatically be forfeited and cancelledfollowing uses (provided, however, that the determination as to which of the three sources of funds described above in this subparagraph (ii), and the Echo Optionholder thereof (a “Vested Optionholder”) shall be entitled to receive in exchange therefor (i) an amount relative proportions of the Echo Purchase Price (including any additional payments pursuant to Section 2.03(a)) equal to such Vested Optionholder’s pro rata portion (based on such Vested Optionholder’s Echo Deemed Option Shares Outstanding) of the Total Echo Option Cash Amount and (ii) Echo Securities (with equivalent value to such vested (or vesting upon the Closing) Echo Holdco Options other than those Echo Holdco Options receiving a portion of the Echo Purchase Price in clause (i) above) subject to terms each to be agreed upon by MCK, Echo and Echo Holdco. (iii) Each Echo Holdco Option (i) that was outstanding but unvested immediately prior to the Closing and (ii) that was outstanding and vested (or vesting upon the Closing) with an exercise price greater than or equal to the Echo Per Share Purchase Price, shall immediately and automatically be forfeited and cancelled and the Echo Optionholder thereof shall be entitled to receive in exchange thereof Echo Securities (with equivalent value to such Echo Holdco Options) subject to terms to be agreed upon by MCK, Echo and Echo Holdco. (iv) The Echo Shareholders shall sell to the Company, and the Company will purchase from the Echo Shareholders, free and clear of all Liens (other than Permitted Liens), shares of common stock of Echo Holdco (allocated among the Echo Shareholders as determined by Echo Holdco prior to Closing and set forth on the Estimated Echo Closing Statement) representing the Echo Purchase Price Percentage of the issued and outstanding capital stock of Echo Holdco, subject to the terms and conditions of this Agreement (the “Echo Holdco Share Transfer” andused for any particular payment, together with the Echo Contributionsequence of payment, the “Echo Contributions and Transfers”). At the Closing, shall be determined jointly by the Company shall deliver and Standby Purchaser): Financial Advisory fees and expenses incurred by the Company in connection with the Loans and the Rights Offering; Attorney's fees and expenses incurred by the Company and/or the Special Committee in connection with the Loan and the Rights Offering; Accounting fees and expenses incurred by the Company in connection with the Loan and the Rights Offering; Printing and engraving fees and expenses incurred by the Company in connection with the Rights Offering; Filing fees incurred by the Company payable to the Echo ShareholdersSEC, NYSE and under applicable state securities and blue-sky laws; Fees and expenses of the subscription agent for the Rights Offering; Other items agreed upon by the Company and Standby Purchaser; and Such amount of the Excess Loan Amount as the aggregate purchase price for the shares transferred to the Company pursuant to the Echo Holdco Share Transfer and Vested Optionholders, an amount equal to the Echo Purchase Price, in immediately available funds by wire transfer to accounts for the benefit of the Echo with a bank in the United States designated by the Echo Representative by notice to the Company, which notice shall be delivered not later than two Business Days prior to the Closing Date (the “Echo Holdco Sale Consideration” and, together with the Echo Membership Consideration, the “Echo Membership and Sale Consideration”). (v) MCK shall cause one or more of its wholly-owned, direct or indirect Subsidiaries (each, an “MCK Contributor”) to contribute, convey, transfer, assign and deliver, or cause to be contributed, conveyed, transferred, assigned and delivered, to the Company, free and clear of all Liens (other than Permitted Liens), and the Company will accept from the MCK Contributors, 100% of the Core MTS Business (including the MCK Licensed Intellectual Property but excluding the MCK IPCo Owned Intellectual Property and the equity interests of certain MCK Contributed Entities (the “MCK DRE Contributed Entities”)), subject to the terms and conditions of this Agreement (the “Non-IP Contribution”). In consideration of the Non-IP Contribution, the Company shall, at the Closing, (i) issue Units to the MCK Contributors representing an aggregate Membership Percentage equal to the Non-IP Initial Percentage, subject to adjustment as set forth herein, and MCK shall cause the MCK Contributors to accept such Units, and (ii) admit each MCK Contributor as a Member, with the rights, powers, obligations and duties set forth in the LLC Agreement (the “Non-IP Membership Consideration”). (vi) MCK shall cause MCK IPCo to contribute, convey, transfer, assign and deliver, or cause to be contributed, conveyed, transferred, assigned and delivered, to the Company, free and clear of all Liens (other than Permitted Liens), and the Company will accept from MCK IPCo, the MCK IPCo Owned Intellectual Property and the equity interests of the MCK DRE Contributed Entities, subject to the terms and conditions of this Agreement (the “MCK IPCo Contribution” and, together with the Non-IP Contribution, the “MCK Contributions”). In consideration of the MCK IPCo Contribution, the Company shall, at the Closing, (i) issue Units to MCK IPCo representing a Membership Percentage equal to the MCK IPCo Initial Percentage, subject to adjustment as set forth herein, and MCK shall cause MCK IPCo to accept such Units, (ii) admit MCK IPCo as a Member, with the rights, powers, obligations and duties set forth in the LLC Agreement, and (iii) assume the MCK Promissory Note (the “IPCo Membership Consideration” and, together with the Non-IP Membership Consideration, the “MCK Membership Consideration”). On the Closing Date, the Company shall repay the MCK Promissory Note Principal Amount in full satisfaction thereof in immediately available funds by wire transfer to an account of MCK with a bank in New York City designated by MCK, by notice to the Company, which notice shall be delivered not later than two Business Days prior to the Closing Date (the “MCK Note Payment”). (vii) Immediately after consummation of the Echo Contributions and Transfer and the MCK Contributions, the Company shall contribute all the assets and liabilities from the Echo Contributions and Transfer and the MCK Contributions to NewCo Intermediate Holdings, which in turn shall contribute all the assets and liabilities from the Echo Contributions and Transfer and the MCK Contributions to NewCo Holdings, in each case for which no additional equity interests of NewCo Intermediate Holdings or NewCo Holdings will be issued.

At the Closing. (i) Echo shall, and the Echo Shareholders The amount payable by Buyer to Seller pursuant to Section 2.02 shall cause Echo to, contribute, convey, transfer, assign and deliver, or cause be reduced by an amount that Buyer is required to be contributed, conveyed, transferred, assigned and delivered, deposit in escrow pursuant to the Company, free and clear of all Liens (other than Permitted Liens), and the Company will accept from Echo, shares of common stock of Echo Holdco representing the Echo Contributed Percentage of the issued and outstanding capital stock of Echo Holdco, subject to the terms and conditions of this Agreement (the “Echo Contribution”). In consideration of the Echo Contribution, the Company shall, at the Closing, (A) issue Units to Echo representing a Membership Percentage equal to 30.0% (before taking into account the Employee Pool), subject to adjustment as set forth herein, and Echo shall accept such Units, and (B) admit Echo as a Member, with the rights, powers, obligations and duties set forth in the LLC Agreement (the “Echo Membership Consideration”Section 9.06(b)(iii). (ii) Each outstanding All conveyance documents, certificates and unexercised vested (or vesting upon other documents contemplated by this Agreement to be delivered at the Closing) Echo Holdco Option with an exercise price less than the Echo Per Share Purchase Price shall immediately and automatically be forfeited and cancelled, and the Echo Optionholder thereof (a “Vested Optionholder”) Closing shall be entitled in the form and substance provided for in this Agreement with such modifications as are necessary or appropriate to receive in exchange therefor (i) an amount reflect the provisions of the Echo Purchase Price (including any additional payments pursuant to this Section 2.03(a)) equal to such Vested Optionholder’s pro rata portion (based on such Vested Optionholder’s Echo Deemed Option Shares Outstanding) of the Total Echo Option Cash Amount and (ii) Echo Securities (with equivalent value to such vested (or vesting upon the Closing) Echo Holdco Options other than those Echo Holdco Options receiving a portion of the Echo Purchase Price in clause (i) above) subject to terms to be agreed upon by MCK, Echo and Echo Holdco9.06. (iii) Each Echo Holdco Option Buyer shall deliver to one of Buyer's senior lenders, as escrow agent or to another mutually acceptable escrow agent (i) the "Retained Franchise Escrow Agent"), by wire transfer of federal reserve funds, an amount equal to that was outstanding but unvested immediately prior portion of the Purchase Price allocable to the Closing Retained Franchises and the Retained Assets, which amount shall be the product of the number of Basic Subscribers in the Franchise Areas serviced under such Retained Franchises multiplied by $1,459 (iithe "Full Per Subscriber Amount") that was outstanding and vested (or vesting upon such number of Basic Subscribers to be determined based on the Closing) with an exercise price greater than or equal information in Schedule 3.07(a)). The amount delivered to the Echo Per Share Purchase Price, shall immediately and automatically be forfeited and cancelled and Retained Franchise Escrow Agent (the Echo Optionholder thereof "Retained Franchise Escrow Amount") shall be entitled in an escrow account (the "Retained Franchise Escrow Account") pursuant to receive the terms of an escrow agreement, which shall contain the basic terms provided for herein and shall be mutually agreeable to the parties hereto (the "Retained Franchise Escrow Agreement"), with any revisions thereto that are reasonably requested by Buyer's senior lenders to grant them a perfected security interest in exchange thereof Echo Securities the Retained Franchise Escrow Amount (with equivalent value to such Echo Holdco Options) subject to terms the rights of Seller under this Agreement). All interest earned on the Retained Franchise Escrow Amount shall be disbursed to be agreed upon by MCK, Echo and Echo HoldcoSeller as provided in this Section 9.06. (iv) Buyer and Seller shall enter into a mutually acceptable management agreement (the "Management Agreement") pursuant to which Buyer shall manage the Systems serviced by the Retained Franchises. The Echo Shareholders Management Agreement shall sell provide that Buyer will be entitled to receive and retain all revenues, and will be responsible for all costs and expenses, attributable to the Company, operations of the Retained Franchises and the Company Retained Assets, the intent of the parties being that Buyer will purchase enjoy the economic rewards and bear the economic risks resulting from the Echo Shareholders, free and clear of all Liens (other than Permitted Liens), shares of common stock of Echo Holdco (allocated among the Echo Shareholders as determined by Echo Holdco prior to Closing and set forth on the Estimated Echo Closing Statement) representing the Echo Purchase Price Percentage operation of the issued Retained Systems and outstanding capital stock of Echo Holdco, subject to the terms and conditions of this Agreement (Retained Assets during the “Echo Holdco Share Transfer” and, together with the Echo Contribution, the “Echo Contributions and Transfers”). At the Closing, the Company shall deliver to the Echo Shareholders, as the aggregate purchase price for the shares transferred to the Company pursuant to the Echo Holdco Share Transfer and Vested Optionholders, an amount equal to the Echo Purchase Price, in immediately available funds by wire transfer to accounts for the benefit term of the Echo with a bank in the United States designated by the Echo Representative by notice to the Company, which notice shall be delivered not later than two Business Days prior to the Closing Date (the “Echo Holdco Sale Consideration” and, together with the Echo Membership Consideration, the “Echo Membership and Sale Consideration”)Management Agreement. (v) MCK shall cause one or more of its wholly-owned, direct or indirect Subsidiaries (each, an “MCK Contributor”) to contribute, convey, transfer, assign and deliver, or cause to be contributed, conveyed, transferred, assigned and delivered, to the Company, free and clear of all Liens (other than Permitted Liens), and the Company will accept from the MCK Contributors, 100% of the Core MTS Business (including the MCK Licensed Intellectual Property but excluding the MCK IPCo Owned Intellectual Property and the equity interests of certain MCK Contributed Entities (the “MCK DRE Contributed Entities”)), subject to the terms and conditions of this Agreement (the “Non-IP Contribution”). In consideration of the Non-IP Contribution, the Company shall, at the Closing, (i) issue Units to the MCK Contributors representing an aggregate Membership Percentage equal to the Non-IP Initial Percentage, subject to adjustment as set forth herein, and MCK shall cause the MCK Contributors to accept such Units, and (ii) admit each MCK Contributor as a Member, with the rights, powers, obligations and duties set forth in the LLC Agreement (the “Non-IP Membership Consideration”). (vi) MCK shall cause MCK IPCo to contribute, convey, transfer, assign and deliver, or cause to be contributed, conveyed, transferred, assigned and delivered, to the Company, free and clear of all Liens (other than Permitted Liens), and the Company will accept from MCK IPCo, the MCK IPCo Owned Intellectual Property and the equity interests of the MCK DRE Contributed Entities, subject to the terms and conditions of this Agreement (the “MCK IPCo Contribution” and, together with the Non-IP Contribution, the “MCK Contributions”). In consideration of the MCK IPCo Contribution, the Company shall, at the Closing, (i) issue Units to MCK IPCo representing a Membership Percentage equal to the MCK IPCo Initial Percentage, subject to adjustment as set forth herein, and MCK shall cause MCK IPCo to accept such Units, (ii) admit MCK IPCo as a Member, with the rights, powers, obligations and duties set forth in the LLC Agreement, and (iii) assume the MCK Promissory Note (the “IPCo Membership Consideration” and, together with the Non-IP Membership Consideration, the “MCK Membership Consideration”). On the Closing Date, the Company shall repay the MCK Promissory Note Principal Amount in full satisfaction thereof in immediately available funds by wire transfer to an account of MCK with a bank in New York City designated by MCK, by notice to the Company, which notice shall be delivered not later than two Business Days prior to the Closing Date (the “MCK Note Payment”). (vii) Immediately after consummation of the Echo Contributions and Transfer and the MCK Contributions, the Company shall contribute all the assets and liabilities from the Echo Contributions and Transfer and the MCK Contributions to NewCo Intermediate Holdings, which in turn shall contribute all the assets and liabilities from the Echo Contributions and Transfer and the MCK Contributions to NewCo Holdings, in each case for which no additional equity interests of NewCo Intermediate Holdings or NewCo Holdings will be issued.

At the Closing. (i) Echo shallThe Buyer shall repay, or cause to be repaid, on behalf of the Company Parties, the Estimated Company Debt set forth on the Estimated Closing Statement of the types constituting Funded Company Debt by wire transfer of immediately available funds in accordance with the instructions set forth on the Estimated Closing Statement (which instructions shall be consistent with all applicable payoff letters delivered pursuant to Section 7.02(a)(v)); (ii) The Buyer shall pay, or cause to be paid, on behalf of the Company Parties, the Estimated Company Expenses set forth on the Estimated Closing Statement by wire transfer of immediately available funds in accordance with the instructions set forth on the Estimated Closing Statement with respect to each such obligee (which instructions shall be consistent with all applicable invoices delivered pursuant to Section 7.02(a)(vi)); (iii) The Buyer shall pay, or cause to be paid, an amount equal to the Estimated Employee Payments set forth on the Estimated Closing Statement to the Company Parties employing the Persons entitled to such payments, and the Echo Shareholders Buyer shall cause Echo tosuch Company Parties to pay such amounts (less required withholdings) to the applicable employees in accordance with the agreements governing such Employee Payments or, contributeif not otherwise addressed in such agreements, convey, transfer, assign and no later than the first end of a payroll cycle following the Closing Date; (iv) The Buyer shall deliver, or cause to be contributed, conveyed, transferred, assigned and delivered, to the Company, free and clear by wire transfer of all Liens (other than Permitted Liens), and the Company will accept from Echo, shares of common stock of Echo Holdco representing the Echo Contributed Percentage of the issued and outstanding capital stock of Echo Holdco, subject to the terms and conditions of this Agreement (the “Echo Contribution”). In consideration of the Echo Contribution, the Company shall, at the Closingimmediately available funds, (A) issue Units the Adjustment Escrow Amount, (B) unless the Theriault Termination Condition is satisfied, the Theriault Escrow Amount, (C) unless the INOC Termination Condition is satisfied, the INOC Escrow Amount, (D) the Indemnity Escrow Amount, and (E) the enfoPoint Escrow Amount, in each case, to Echo representing a Membership Percentage equal the Escrow Agent to 30.0% be held or disbursed in accordance with the terms of the Escrow Agreement; (before taking into account v) The Buyer shall pay, or cause to be paid, by wire transfer of immediately available funds, the Employee Pool), subject Closing Date Consideration to adjustment as the Seller in accordance with the wire instructions for such payment set forth hereinon the Estimated Closing Statement; and (vi) In satisfaction of a portion of the Purchase Price and for the benefit of Seller, the Buyer shall convey additional consideration to each of Robert Beard, Glenn Davis, Milind Shah, Gregory Degleffetti, Heather Carlson, John Skeffington, William Rodgers, Gautam Gandhi, and Echo Christopher Riley (if Christopher Riley and Xerox Holdings Corporation enter into an ITsavvy Management Letter Agreement prior to the Closing, with the prior written consent of the Seller, not to be unreasonably withheld, conditioned or delayed) (collectively, the “ITsavvy Management Members”) pursuant to the terms of the ITsavvy Management Letter Agreements, and such additional consideration shall accept have an aggregate value of $10,000,000 (the “Aggregate RSU Value”). At least three (3) Business Days prior to the Closing, the Seller shall deliver written notice to the Buyer setting forth the allocation of the Aggregate RSU Value among the ITsavvy Management Members, so long as (A) the amount allocated to each ITsavvy Management Member is neither greater than the “Maximum Amount”, nor lower than the “Minimum Amount”, set forth in the ITsavvy Management Letter Agreement of such UnitsITsavvy Management Member (it being understood and agreed that, if Christopher Riley and Xerox Holdings Corporation enter into an ITsavvy Management Letter Agreement prior to the Closing, the “Minimum Amount” therein shall be zero), and (B) admit Echo as a Memberthe total amount of such allocation is equal to $10,000,000. Promptly thereafter, the Buyer shall cause Xerox Holdings Corporation to notify each ITsavvy Management Member of the RSU entitlement allocated to him or her under his or her ITsavvy Management Letter Agreement in accordance with the rights, powers, obligations and duties set forth in the LLC Agreement (the “Echo Membership Consideration”)foregoing. (ii) Each outstanding and unexercised vested (or vesting upon the Closing) Echo Holdco Option with an exercise price less than the Echo Per Share Purchase Price shall immediately and automatically be forfeited and cancelled, and the Echo Optionholder thereof (a “Vested Optionholder”) shall be entitled to receive in exchange therefor (i) an amount of the Echo Purchase Price (including any additional payments pursuant to Section 2.03(a)) equal to such Vested Optionholder’s pro rata portion (based on such Vested Optionholder’s Echo Deemed Option Shares Outstanding) of the Total Echo Option Cash Amount and (ii) Echo Securities (with equivalent value to such vested (or vesting upon the Closing) Echo Holdco Options other than those Echo Holdco Options receiving a portion of the Echo Purchase Price in clause (i) above) subject to terms to be agreed upon by MCK, Echo and Echo Holdco. (iii) Each Echo Holdco Option (i) that was outstanding but unvested immediately prior to the Closing and (ii) that was outstanding and vested (or vesting upon the Closing) with an exercise price greater than or equal to the Echo Per Share Purchase Price, shall immediately and automatically be forfeited and cancelled and the Echo Optionholder thereof shall be entitled to receive in exchange thereof Echo Securities (with equivalent value to such Echo Holdco Options) subject to terms to be agreed upon by MCK, Echo and Echo Holdco. (iv) The Echo Shareholders shall sell to the Company, and the Company will purchase from the Echo Shareholders, free and clear of all Liens (other than Permitted Liens), shares of common stock of Echo Holdco (allocated among the Echo Shareholders as determined by Echo Holdco prior to Closing and set forth on the Estimated Echo Closing Statement) representing the Echo Purchase Price Percentage of the issued and outstanding capital stock of Echo Holdco, subject to the terms and conditions of this Agreement (the “Echo Holdco Share Transfer” and, together with the Echo Contribution, the “Echo Contributions and Transfers”). At the Closing, the Company shall deliver to the Echo Shareholders, as the aggregate purchase price for the shares transferred to the Company pursuant to the Echo Holdco Share Transfer and Vested Optionholders, an amount equal to the Echo Purchase Price, in immediately available funds by wire transfer to accounts for the benefit of the Echo with a bank in the United States designated by the Echo Representative by notice to the Company, which notice shall be delivered not later than two Business Days prior to the Closing Date (the “Echo Holdco Sale Consideration” and, together with the Echo Membership Consideration, the “Echo Membership and Sale Consideration”). (v) MCK shall cause one or more of its wholly-owned, direct or indirect Subsidiaries (each, an “MCK Contributor”) to contribute, convey, transfer, assign and deliver, or cause to be contributed, conveyed, transferred, assigned and delivered, to the Company, free and clear of all Liens (other than Permitted Liens), and the Company will accept from the MCK Contributors, 100% of the Core MTS Business (including the MCK Licensed Intellectual Property but excluding the MCK IPCo Owned Intellectual Property and the equity interests of certain MCK Contributed Entities (the “MCK DRE Contributed Entities”)), subject to the terms and conditions of this Agreement (the “Non-IP Contribution”). In consideration of the Non-IP Contribution, the Company shall, at the Closing, (i) issue Units to the MCK Contributors representing an aggregate Membership Percentage equal to the Non-IP Initial Percentage, subject to adjustment as set forth herein, and MCK shall cause the MCK Contributors to accept such Units, and (ii) admit each MCK Contributor as a Member, with the rights, powers, obligations and duties set forth in the LLC Agreement (the “Non-IP Membership Consideration”). (vi) MCK shall cause MCK IPCo to contribute, convey, transfer, assign and deliver, or cause to be contributed, conveyed, transferred, assigned and delivered, to the Company, free and clear of all Liens (other than Permitted Liens), and the Company will accept from MCK IPCo, the MCK IPCo Owned Intellectual Property and the equity interests of the MCK DRE Contributed Entities, subject to the terms and conditions of this Agreement (the “MCK IPCo Contribution” and, together with the Non-IP Contribution, the “MCK Contributions”). In consideration of the MCK IPCo Contribution, the Company shall, at the Closing, (i) issue Units to MCK IPCo representing a Membership Percentage equal to the MCK IPCo Initial Percentage, subject to adjustment as set forth herein, and MCK shall cause MCK IPCo to accept such Units, (ii) admit MCK IPCo as a Member, with the rights, powers, obligations and duties set forth in the LLC Agreement, and (iii) assume the MCK Promissory Note (the “IPCo Membership Consideration” and, together with the Non-IP Membership Consideration, the “MCK Membership Consideration”). On the Closing Date, the Company shall repay the MCK Promissory Note Principal Amount in full satisfaction thereof in immediately available funds by wire transfer to an account of MCK with a bank in New York City designated by MCK, by notice to the Company, which notice shall be delivered not later than two Business Days prior to the Closing Date (the “MCK Note Payment”). (vii) Immediately after consummation of the Echo Contributions and Transfer and the MCK Contributions, the Company shall contribute all the assets and liabilities from the Echo Contributions and Transfer and the MCK Contributions to NewCo Intermediate Holdings, which in turn shall contribute all the assets and liabilities from the Echo Contributions and Transfer and the MCK Contributions to NewCo Holdings, in each case for which no additional equity interests of NewCo Intermediate Holdings or NewCo Holdings will be issued.

At the Closing. (i) Echo shall, and the Echo Shareholders Holdings shall cause Echo to, contribute, convey, transfer, assign and deliver, or cause the Company to be contributeddeliver, conveyedto Acquisition, transferred, assigned and deliveredall documents contemplated by Article VIII, to the Company, free and clear of all Liens (other than Permitted Liens), and the Company will accept from Echo, shares of common stock of Echo Holdco representing the Echo Contributed Percentage of the issued and outstanding capital stock of Echo Holdco, subject to the terms and conditions of this Agreement (the “Echo Contribution”). In consideration of the Echo Contribution, the Company shall, at the Closing, (A) issue Units to Echo representing a Membership Percentage equal to 30.0% (before taking into account the Employee Pool), subject to adjustment as set forth herein, and Echo shall accept such Units, and (B) admit Echo as a Member, with the rights, powers, obligations and duties set forth in the LLC Agreement (the “Echo Membership Consideration”)extent not therefore delivered. (ii) Each outstanding and unexercised vested (or vesting upon Acquisition shall deliver to Holdings all documents contemplated by Article VII, to the Closing) Echo Holdco Option with an exercise price less than the Echo Per Share Purchase Price shall immediately and automatically be forfeited and cancelled, and the Echo Optionholder thereof (a “Vested Optionholder”) shall be entitled to receive in exchange therefor (i) an amount of the Echo Purchase Price (including any additional payments pursuant to Section 2.03(a)) equal to such Vested Optionholder’s pro rata portion (based on such Vested Optionholder’s Echo Deemed Option Shares Outstanding) of the Total Echo Option Cash Amount and (ii) Echo Securities (with equivalent value to such vested (or vesting upon the Closing) Echo Holdco Options other than those Echo Holdco Options receiving a portion of the Echo Purchase Price in clause (i) above) subject to terms to be agreed upon by MCK, Echo and Echo Holdcoextent not theretofore delivered. (iii) Each Echo Holdco Option Holdings shall cause the Company to deliver to Acquisition releases and lien discharges (iincluding without limitation, UCC-3 Termination Statements) that was outstanding but unvested immediately prior satisfactory to the Closing and (ii) that was outstanding and vested (or vesting upon the Closing) with an exercise price greater than or equal to the Echo Per Share Purchase Price, shall immediately and automatically be forfeited and cancelled and the Echo Optionholder thereof shall be entitled to receive in exchange thereof Echo Securities (with equivalent value to such Echo Holdco Options) subject to terms Acquisition from each creditor which holds any AXIA Indebtedness which is to be agreed upon by MCK, Echo and Echo Holdcorepaid at Closing or any security therefor listed on the Certificate of Indebtedness. (iv) The Echo Shareholders Company shall sell pay and discharge (with funds to be advanced by Acquisition) (w) the Company, and the Company will purchase from the Echo Shareholders, free and clear of all Liens AXIA Indebtedness which is to be repaid at Closing (other than Permitted Liensincluding any applicable Prepayment Expenses), shares of common stock of Echo Holdco (allocated among x) the Echo Shareholders as determined by Echo Holdco prior to Closing and Holdings Transaction Expenses set forth on the Estimated Echo Closing Statement) representing the Echo Purchase Price Percentage of the issued and outstanding capital stock of Echo Holdcoschedule delivered by Holdings pursuant to Section 8.9, subject to the terms obligors thereof listed on such schedule, (y) the Employee Sale Bonuses set forth on the schedule delivered by Holdings pursuant to Section 8.9, to the employees listed on such schedule, and conditions of this Agreement (z) the “Echo Holdco Share Transfer” and, together Merger Consideration to the extent required by Section 3.2. (v) Acquisition or the Surviving Corporation shall deposit with the Echo Contribution, the “Echo Contributions and Transfers”). At the Closing, the Company shall deliver to the Echo Shareholders, as the aggregate purchase price for the shares transferred to the Company pursuant to the Echo Holdco Share Transfer and Vested Optionholders, an Escrow Agent a cash amount equal to the Echo Purchase Pricesum of (A) $15 million (subject to the provisions of Section 9.3(j)(i)(H), in immediately available funds by wire transfer to accounts for the benefit which shall be comprised of the Echo with a bank $6 million in the United States designated by Warranty Fund, $3 million in the Echo Representative by notice Working Capital Adjustment Fund and $6 million in the Retained Liability Fund plus (B) such additional amount, to constitute the Companyinitial Transaction Expenses Fund, which notice as shall be delivered not later than two Business Days specified by Holdings on or prior to the Closing Date pursuant to Section 8.9, to be held in escrow pursuant to the Escrow Agreement and to be disbursed as provided in Section 9.3 (the “Echo Holdco Sale Consideration” andsuch amount, together with earnings thereon and any additional deposits thereto, as reduced by any losses thereon and disbursements therefrom, being the Echo Membership Consideration, the “Echo Membership and Sale Consideration”"Escrow Fund"). (v) MCK shall cause one or more of its wholly-owned, direct or indirect Subsidiaries (each, an “MCK Contributor”) to contribute, convey, transfer, assign and deliver, or cause to be contributed, conveyed, transferred, assigned and delivered, to the Company, free and clear of all Liens (other than Permitted Liens), and the Company will accept from the MCK Contributors, 100% of the Core MTS Business (including the MCK Licensed Intellectual Property but excluding the MCK IPCo Owned Intellectual Property and the equity interests of certain MCK Contributed Entities (the “MCK DRE Contributed Entities”)), subject to the terms and conditions of this Agreement (the “Non-IP Contribution”). In consideration of the Non-IP Contribution, the Company shall, at the Closing, (i) issue Units to the MCK Contributors representing an aggregate Membership Percentage equal to the Non-IP Initial Percentage, subject to adjustment as set forth herein, and MCK shall cause the MCK Contributors to accept such Units, and (ii) admit each MCK Contributor as a Member, with the rights, powers, obligations and duties set forth in the LLC Agreement (the “Non-IP Membership Consideration”). (vi) MCK shall cause MCK IPCo to contribute, convey, transfer, assign and deliver, or cause to be contributed, conveyed, transferred, assigned and delivered, to the Company, free and clear of all Liens (other than Permitted Liens), and the Company will accept from MCK IPCo, the MCK IPCo Owned Intellectual Property and the equity interests of the MCK DRE Contributed Entities, subject to the terms and conditions of this Agreement (the “MCK IPCo Contribution” and, together with the Non-IP Contribution, the “MCK Contributions”). In consideration of the MCK IPCo Contribution, the Company shall, at the Closing, (i) issue Units to MCK IPCo representing a Membership Percentage equal to the MCK IPCo Initial Percentage, subject to adjustment as set forth herein, and MCK shall cause MCK IPCo to accept such Units, (ii) admit MCK IPCo as a Member, with the rights, powers, obligations and duties set forth in the LLC Agreement, and (iii) assume the MCK Promissory Note (the “IPCo Membership Consideration” and, together with the Non-IP Membership Consideration, the “MCK Membership Consideration”). On the Closing Date, the Company shall repay the MCK Promissory Note Principal Amount in full satisfaction thereof in immediately available funds by wire transfer to an account of MCK with a bank in New York City designated by MCK, by notice to the Company, which notice shall be delivered not later than two Business Days prior to the Closing Date (the “MCK Note Payment”). (vii) Immediately after consummation of the Echo Contributions and Transfer and the MCK Contributions, the Company shall contribute all the assets and liabilities from the Echo Contributions and Transfer and the MCK Contributions to NewCo Intermediate Holdings, which in turn shall contribute all the assets and liabilities from the Echo Contributions and Transfer and the MCK Contributions to NewCo Holdings, in each case for which no additional equity interests of NewCo Intermediate Holdings or NewCo Holdings will be issued.

At the Closing. (i) Echo shall, and the Echo Shareholders shall cause Echo to, contribute, convey, transfer, assign and deliver, or cause to be contributed, conveyed, transferred, assigned and delivered, to the Company, free and clear of all Liens (other than Permitted Liens), and the Company will accept from Echo, shares of common stock of Echo Holdco representing the Echo Contributed Percentage of the issued and outstanding capital stock of Echo Holdco, subject to the terms and conditions of this Agreement (the “Echo Contribution”). In consideration of the Echo Contribution, the Company shall, at the Closing, (A) issue Units to Echo representing a Membership Percentage equal to 30.0% (before taking into account the Employee Pool), subject to adjustment as set forth herein, and Echo shall accept such Units, and (B) admit Echo as a Member, with the rights, powers, obligations and duties set forth in the LLC Agreement (the “Echo Membership Consideration”). (ii) Each outstanding and unexercised vested (or vesting upon the Closing) Echo Holdco Option with an exercise price less than the Echo Per Share Purchase Price shall immediately and automatically be forfeited and cancelled, and the Echo Optionholder thereof (a “Vested Optionholder”) shall be entitled to receive in exchange therefor (i) an amount of the Echo Purchase Price (including any additional payments pursuant to Section 2.03(a)) equal to such Vested Optionholder’s pro rata portion (based on such Vested Optionholder’s Echo Deemed Option Shares Outstanding) of the Total Echo Option Cash Amount and (ii) Echo Securities (with equivalent value to such vested (or vesting upon the Closing) Echo Holdco Options other than those Echo Holdco Options receiving a portion of the Echo Purchase Price in clause (i) above) subject to terms to be agreed upon by MCK, Echo and Echo Holdco. (iii) Each Echo Holdco Option (i) that was outstanding but unvested immediately prior to the Closing and (ii) that was outstanding and vested (or vesting upon the Closing) with an exercise price greater than or equal to the Echo Per Share Purchase Price, shall immediately and automatically be forfeited and cancelled and the Echo Optionholder thereof shall be entitled to receive in exchange thereof Echo Securities (with equivalent value to such Echo Holdco Options) subject to terms to be agreed upon by MCK, Echo and Echo Holdco. (iv) The Echo Shareholders shall sell to the Company, and the Company will purchase from the Echo Shareholders, free and clear of all Liens (other than Permitted Liens), shares of common stock of Echo Holdco (allocated among the Echo Shareholders as determined by Echo Holdco prior to Closing and set forth on the Estimated Echo Closing Statement) representing the Echo Purchase Price Percentage of the issued and outstanding capital stock of Echo Holdco, subject to the terms and conditions of this Agreement (the “Echo Holdco Share Transfer” and, together with the Echo Contribution, the “Echo Contributions and Transfers”). At the Closing, the Company Buyer shall deliver to the Echo ShareholdersCellStar, as the aggregate purchase price for the shares transferred to the Company pursuant to the Echo Holdco Share Transfer and Vested Optionholders, an amount equal to the Echo Purchase Price, in immediately available funds by wire transfer to accounts for the benefit of the Echo with a bank in the United States designated by the Echo Representative by notice to the Company, which notice shall be delivered not later than two Business Days prior to the Closing Date (the “Echo Holdco Sale Consideration” and, together with the Echo Membership Consideration, the “Echo Membership and Sale Consideration”). (v) MCK shall cause one or more of its wholly-owned, direct or indirect Subsidiaries (each, an “MCK Contributor”) to contribute, convey, transfer, assign and deliver, or cause to be contributed, conveyed, transferred, assigned and delivered, to the Company, free and clear of all Liens (other than Permitted Liens), and the Company will accept from the MCK Contributors, 100% of the Core MTS Business (including the MCK Licensed Intellectual Property but excluding the MCK IPCo Owned Intellectual Property and the equity interests of certain MCK Contributed Entities (the “MCK DRE Contributed Entities”)), subject to the terms and conditions of this Agreement (the “Non-IP Contribution”). In consideration of the Non-IP Contribution, the Company shall, at the Closing, (i) issue Units to the MCK Contributors representing an aggregate Membership Percentage equal to the Non-IP Initial Percentage, subject to adjustment as set forth herein, and MCK shall cause the MCK Contributors to accept such Units, and (ii) admit each MCK Contributor as a Member, with the rights, powers, obligations and duties set forth in the LLC Agreement (the “Non-IP Membership Consideration”). (vi) MCK shall cause MCK IPCo to contribute, convey, transfer, assign and deliver, or cause to be contributed, conveyed, transferred, assigned and delivered, to the Company, free and clear of all Liens (other than Permitted Liens), and the Company will accept from MCK IPCo, the MCK IPCo Owned Intellectual Property and the equity interests of the MCK DRE Contributed Entities, subject to the terms and conditions of this Agreement (the “MCK IPCo Contribution” and, together with the Non-IP Contribution, the “MCK Contributions”). In consideration of the MCK IPCo Contribution, the Company shall, at the Closing, (i) issue Units to MCK IPCo representing a Membership Percentage equal to the MCK IPCo Initial Percentage, subject to adjustment as set forth herein, and MCK shall cause MCK IPCo to accept such Units, (ii) admit MCK IPCo as a Member, with the rights, powers, obligations and duties set forth in the LLC Agreement, and (iii) assume the MCK Promissory Note (the “IPCo Membership Consideration” and, together with the Non-IP Membership Consideration, the “MCK Membership Consideration”). On the Closing Date, the Company shall repay the MCK Promissory Note Principal Amount in full satisfaction thereof in immediately available funds by wire transfer to an account of MCK with a bank in New York City or accounts designated by MCK, CellStar by notice to the Company, which Buyer (such notice shall to be delivered to Buyer not later than two (2) Business Days prior to the Closing Date Date), an amount equal to the Purchase Price, minus the Escrow Amount, (A) plus the “MCK Note Payment”).Estimated Net Working Capital Adjustment Amount, as an adjustment to the Purchase Price, if Estimated Net Working Capital exceeds Baseline Net Working Capital, or (B) minus the Estimated Net Working Capital Adjustment Amount, as an adjustment to the Purchase Price, if Baseline Net Working Capital exceeds Estimated Net Working Capital; (viiii) Immediately after consummation The Sellers and Buyer shall enter into the Transaction Documents such Parties are to be a party thereto (other than this Agreement); (iii) The Sellers shall deliver certificates, in form and substance reasonably satisfactory to Buyer, from CellStar and its relevant Subsidiaries, duly executed and acknowledged, certifying that the transactions contemplated by this Agreement are exempt from withholding under Section 1445 of the Echo Contributions Code; (iv) The Sellers shall deliver to Buyer such deeds, bills of sale, assignments of all Seller Intangibles (including all Intellectual Property Rights in respect thereof but not including the Excluded Foreign Intangibles), endorsements, Consents, assignments and Transfer other good and sufficient instruments of conveyance and assignment in form and substance reasonably satisfactory to Buyer, as the MCK ContributionsParties and their respective counsel shall deem reasonably necessary to vest in Buyer all right, title and interest in, to and under the Company Purchased Assets and to evidence Buyer’s assumption of the Assumed Liabilities free and clear of all Liens, other than Permitted Liens; and (v) Buyer and CellStar shall contribute all the assets and liabilities from the Echo Contributions and Transfer and the MCK Contributions deliver or shall cause to NewCo Intermediate Holdings, which in turn shall contribute all the assets and liabilities from the Echo Contributions and Transfer and the MCK Contributions be delivered such other documents as may be required pursuant to NewCo Holdings, in each case for which no additional equity interests of NewCo Intermediate Holdings or NewCo Holdings will be issuedArticle 9 hereof.

At the Closing. (i) Echo shall, and the Echo Shareholders Sellers shall cause Echo to, contribute, convey, transfer, assign and deliver, or cause to be contributed, conveyed, transferred, assigned and delivered, deliver to the CompanyBuyer the various certificates, free instruments and clear of all Liens (other than Permitted Liens), and the Company will accept from Echo, shares of common stock of Echo Holdco representing the Echo Contributed Percentage of the issued and outstanding capital stock of Echo Holdco, subject documents referred to the terms and conditions of this Agreement (the “Echo Contribution”). In consideration of the Echo Contribution, the Company shall, at the Closing, (A) issue Units to Echo representing a Membership Percentage equal to 30.0% (before taking into account the Employee Pool), subject to adjustment as set forth herein, and Echo shall accept such Units, and (B) admit Echo as a Member, with the rights, powers, obligations and duties set forth in the LLC Agreement (the “Echo Membership Consideration”).Section 5.1; (ii) Each outstanding the Buyer shall deliver to the Sellers the various certificates, instruments and unexercised vested (or vesting upon the Closing) Echo Holdco Option with an exercise price less than the Echo Per Share Purchase Price shall immediately and automatically be forfeited and cancelled, and the Echo Optionholder thereof (a “Vested Optionholder”) shall be entitled documents referred to receive in exchange therefor (i) an amount of the Echo Purchase Price (including any additional payments pursuant to Section 2.03(a)) equal to such Vested Optionholder’s pro rata portion (based on such Vested Optionholder’s Echo Deemed Option Shares Outstanding) of the Total Echo Option Cash Amount and (ii) Echo Securities (with equivalent value to such vested (or vesting upon the Closing) Echo Holdco Options other than those Echo Holdco Options receiving a portion of the Echo Purchase Price in clause (i) above) subject to terms to be agreed upon by MCK, Echo and Echo Holdco.5.2; (iii) Each Echo Holdco Option (ithe Buyer shall pay to Sellers the Cash Purchase Price provided for in Section 1.3(a) that was outstanding but unvested immediately prior less any and all principal, interest, fees, charges and other amounts owed under or with respect to the Closing and DIP Loan Agreement (ii) that was outstanding and vested (or vesting upon the Closing) with an exercise price greater than or equal to the Echo Per Share Purchase Price, shall immediately and automatically be forfeited and cancelled and the Echo Optionholder thereof shall be entitled to receive in exchange thereof Echo Securities (with equivalent value to such Echo Holdco Options) subject to terms to be agreed upon by MCK, Echo and Echo Holdco. (iv) The Echo Shareholders shall sell to the Company, and the Company will purchase from the Echo Shareholders, free and clear of all Liens (other than Permitted Liensdefined herein), shares of common stock of Echo Holdco (allocated among the Echo Shareholders as determined by Echo Holdco prior to Closing and set forth on the Estimated Echo Closing Statement) representing the Echo Purchase Price Percentage of the issued and outstanding capital stock of Echo Holdco, subject to the terms and conditions of this Agreement (the “Echo Holdco Share Transfer” and, together with the Echo Contribution, the “Echo Contributions and Transfers”). At the Closing, the Company shall deliver to the Echo Shareholders, as the aggregate purchase price for the shares transferred to the Company pursuant to the Echo Holdco Share Transfer and Vested Optionholders, an amount equal to the Echo Purchase Price, in immediately available funds by wire transfer to accounts for the benefit of the Echo with a bank in the United States designated by the Echo Representative by notice to the Company, which notice shall be delivered not later than two Business Days prior to the Closing Date (the “Echo Holdco Sale Consideration” and, together with the Echo Membership Consideration, the “Echo Membership and Sale Consideration”). (v) MCK shall cause one or more of its wholly-owned, direct or indirect Subsidiaries (each, an “MCK Contributor”) to contribute, convey, transfer, assign and deliver, or cause to be contributed, conveyed, transferred, assigned and delivered, to the Company, free and clear of all Liens (other than Permitted Liens), and the Company will accept from the MCK Contributors, 100% of the Core MTS Business (including the MCK Licensed Intellectual Property but excluding the MCK IPCo Owned Intellectual Property and the equity interests of certain MCK Contributed Entities (the “MCK DRE Contributed Entities”)), subject to the terms and conditions of this Agreement (the “Non-IP Contribution”). In consideration of the Non-IP Contribution, the Company shall, at the Closing, (i) issue Units to the MCK Contributors representing an aggregate Membership Percentage equal to the Non-IP Initial Percentage, subject to adjustment as set forth herein, and MCK shall cause the MCK Contributors to accept such Units, and (ii) admit each MCK Contributor as a Member, with the rights, powers, obligations and duties set forth in the LLC Agreement (the “Non-IP Membership Consideration”). (vi) MCK shall cause MCK IPCo to contribute, convey, transfer, assign and deliver, or cause to be contributed, conveyed, transferred, assigned and delivered, to the Company, free and clear of all Liens (other than Permitted Liens), and the Company will accept from MCK IPCo, the MCK IPCo Owned Intellectual Property and the equity interests of the MCK DRE Contributed Entities, subject to the terms and conditions of this Agreement (the “MCK IPCo Contribution” and, together with the Non-IP Contribution, the “MCK Contributions”). In consideration of the MCK IPCo Contribution, the Company shall, at the Closing, (i) issue Units to MCK IPCo representing a Membership Percentage equal to the MCK IPCo Initial Percentage, subject to adjustment as set forth herein, and MCK shall cause MCK IPCo to accept such Units, (ii) admit MCK IPCo as a Member, with the rights, powers, obligations and duties set forth in the LLC Agreement, and (iii) assume the MCK Promissory Note (the “IPCo Membership Consideration” and, together with the Non-IP Membership Consideration, the “MCK Membership Consideration”). On the Closing Date, the Company shall repay the MCK Promissory Note Principal Amount in full satisfaction thereof in immediately available funds by wire transfer to an account of MCK with a bank in New York City or accounts to be designated by MCK, by notice Sellers and deliver to Sellers the portion of the Purchase Price consisting of Buyer's common stock; (iv) the Sellers shall execute and deliver to the CompanyBuyer (A) a bill xx sale in the form attached hereto as EXHIBIT A, which notice shall be delivered not later than two Business Days prior (B) evidence that Sellers have changed their corporate names as required by Section 6.2 and (C) such other instruments of conveyance as the Buyer may reasonably request in order to effect the sale, transfer, conveyance and assignment to the Closing Date Buyer of good title to the Acquired Assets; (v) the Buyer shall execute and deliver to the Sellers an instrument of assumption in the form attached hereto as EXHIBIT B and such other instruments as the Sellers may reasonably request in order to effect the assumption by the Buyer of the Assumed Liabilities; (vi) the Parties shall execute and deliver to each other the Escrow Agreement in the form attached hereto as EXHIBIT D (the “MCK Note Payment”)."Escrow Agreement") and the Buyer shall deliver to the escrow agent thereunder all Shares required to be deposited into escrow pursuant to Section 8.5 of this Agreement; (vii) Immediately after Buyer shall reimburse Seller for employee plan payments if due to the extent previously approved by the Buyer; (viii) The Sellers shall deliver or cause to be delivered the Approval Order (as defined in Section 4.3(a) in the form attached hereto as EXHIBIT C, entered by the Bankruptcy Court approving this Agreement and the consummation of the Echo Contributions transactions contemplated hereby; (ix) the Sellers shall deliver a certificate, as of a date not earlier than the eleventh day following the entry of the Approval Order, of the Clerk of the Bankruptcy Court certifying as to the absence of the filing of any appeal with respect to the Approval Order or the Provision Order (as defined in Section 4.3(a)), or, if certificates to such effect are not provided by such Clerk, then a certified copy of the court docket for the Bankruptcy Case establishing the absence of any such appeal as of the Closing Date; (x) the Sellers shall deliver to the Buyer patent, trademark, service mark xxx/or copyright assignments (which assignments shall be prepared, at Buyer's expense, by Buyer or its counsel with full cooperation of Sellers, and Transfer Sellers shall request their intellectual property counsel to also cooperate with the Buyer or its counsel, and such counsel shall be instructed by Sellers to provide such cooperation) duly executed by the Sellers, if applicable, any party to which a security interest was granted or assignment made with respect to the foregoing providing for the assignment and transfer to the Buyer of all of such entity's right, title and interest in and to all patents, copyrights, trademarks, service marks, service names, trade names or any applications therefor and any other Intellectual Property); (xi) the Sellers shall execute and deliver to the Buyer the Lock-Up Agreement in the form attached hereto as EXHIBIT E (the "Lock-Up Agreement"); (xii) the Sellers shall deliver to the Buyer, or otherwise put the Buyer in control of, all of the Acquired Assets of a tangible nature; (xiii) the Sellers shall deliver to Buyer all copies of all items described in Section 2.15; and (xiv) the Buyer and the MCK ContributionsSellers shall execute and deliver to each other cross-receipts and such other instruments, documents or agreements, in form and substance reasonable acceptable to the Company shall contribute all the assets and liabilities from the Echo Contributions and Transfer Buyer and the MCK Contributions Sellers, as may be necessary to NewCo Intermediate Holdings, which in turn shall contribute all effect and evidence the assets and liabilities from the Echo Contributions and Transfer and the MCK Contributions to NewCo Holdings, in each case for which no additional equity interests of NewCo Intermediate Holdings or NewCo Holdings will be issuedtransactions contemplated by this Agreement.

At the Closing. (i) Echo shall, and the Echo Shareholders The amount payable by Buyer to Sellers pursuant to Section 2.02 shall cause Echo to, contribute, convey, transfer, assign and deliver, or cause be reduced by an amount that Buyer is required to be contributed, conveyed, transferred, assigned and delivered, deposit in escrow pursuant to the Company, free and clear of all Liens (other than Permitted Liens), and the Company will accept from Echo, shares of common stock of Echo Holdco representing the Echo Contributed Percentage of the issued and outstanding capital stock of Echo Holdco, subject to the terms and conditions of this Agreement (the “Echo Contribution”). In consideration of the Echo Contribution, the Company shall, at the Closing, (A) issue Units to Echo representing a Membership Percentage equal to 30.0% (before taking into account the Employee Pool), subject to adjustment as set forth herein, and Echo shall accept such Units, and (B) admit Echo as a Member, with the rights, powers, obligations and duties set forth in the LLC Agreement (the “Echo Membership Consideration”Section 9.06(b)(iii). (ii) Each outstanding All conveyance documents, certificates and unexercised vested (or vesting upon other documents contemplated by this Agreement to be delivered at the Closing) Echo Holdco Option with an exercise price less than the Echo Per Share Purchase Price shall immediately and automatically be forfeited and cancelled, and the Echo Optionholder thereof (a “Vested Optionholder”) Closing shall be entitled in the form and substance provided for in this Agreement with such modifications as are necessary or appropriate to receive in exchange therefor (i) an amount reflect the provisions of the Echo Purchase Price (including any additional payments pursuant to this Section 2.03(a)) equal to such Vested Optionholder’s pro rata portion (based on such Vested Optionholder’s Echo Deemed Option Shares Outstanding) of the Total Echo Option Cash Amount and (ii) Echo Securities (with equivalent value to such vested (or vesting upon the Closing) Echo Holdco Options other than those Echo Holdco Options receiving a portion of the Echo Purchase Price in clause (i) above) subject to terms to be agreed upon by MCK, Echo and Echo Holdco9.06. (iii) Each Echo Holdco Option Buyer shall deliver to one of Buyer's senior lenders, as escrow agent or to another mutually acceptable escrow agent (ithe "Retained Franchise Escrow Agent"), by wire transfer of federal reserve funds, (aa) 15% of the Base Price, as adjusted pursuant to Section 2.03 if the aggregate number of EBUs in those Franchise Areas that was outstanding but unvested immediately prior to the Closing and (ii) that was outstanding and vested (or vesting upon the Closing) with an exercise price greater are Transferable Franchise Areas shall be less than or equal to eighty-five percent (85%) of the Echo Per Share aggregate number of EBUs in all Franchise Areas (such computation being hereinafter referred to as the Transferable Subscriber Percentage"), or (bb) otherwise, an amount equal to that portion of the Purchase Price, shall immediately and automatically be forfeited and cancelled Price allocable to the Retained Franchises and the Echo Optionholder thereof Retained Assets, which amount shall be entitled the product of the number of EBUs in the Franchise Areas serviced under such Retained Franchises multiplied by $2,533 (the "Full Per Subscriber Amount"). The amount delivered to receive the Retained Franchise Escrow Agent (the "Retained Franchise Escrow Amount") shall be in exchange thereof Echo Securities an escrow account (the "Retained Franchise Escrow Account") pursuant to the terms of an escrow agreement, which shall contain the basic terms provided for herein and shall be mutually agreeable to the parties hereto (the "Retained Franchise Escrow Agreement"), with equivalent value any revisions thereto that are reasonably requested by Buyer's senior lenders to such Echo Holdco Options) grant them a perfected security interest in the Retained Franchise Escrow Amount (subject to terms the rights of Sellers under this Agreement). All interest earned on the Retained Franchise Escrow Amount shall be disbursed to be agreed upon by MCK, Echo and Echo HoldcoSellers as provided in this Section 9.06. (iv) Buyer and Sellers shall enter into a mutually acceptable management agreement (the "Management Agreement") pursuant to which Buyer shall manage the Systems serviced by the Retained Franchises. The Echo Shareholders Management Agreement shall sell provide that Buyer will be entitled to receive and retain all revenues, and will be responsible for all costs and expenses, attributable to the Company, operations of the Retained Franchises and the Company Retained Assets, the intent of the parties being that Buyer will purchase enjoy the economic rewards and bear the economic risks resulting from the Echo Shareholders, free and clear of all Liens (other than Permitted Liens), shares of common stock of Echo Holdco (allocated among the Echo Shareholders as determined by Echo Holdco prior to Closing and set forth on the Estimated Echo Closing Statement) representing the Echo Purchase Price Percentage operation of the issued Retained Systems and outstanding capital stock of Echo Holdco, subject to the terms and conditions of this Agreement (Retained Assets during the “Echo Holdco Share Transfer” and, together with the Echo Contribution, the “Echo Contributions and Transfers”). At the Closing, the Company shall deliver to the Echo Shareholders, as the aggregate purchase price for the shares transferred to the Company pursuant to the Echo Holdco Share Transfer and Vested Optionholders, an amount equal to the Echo Purchase Price, in immediately available funds by wire transfer to accounts for the benefit term of the Echo with a bank in the United States designated by the Echo Representative by notice to the Company, which notice shall be delivered not later than two Business Days prior to the Closing Date (the “Echo Holdco Sale Consideration” and, together with the Echo Membership Consideration, the “Echo Membership and Sale Consideration”)Management Agreement. (v) MCK shall cause one or more of its wholly-owned, direct or indirect Subsidiaries (each, an “MCK Contributor”) to contribute, convey, transfer, assign and deliver, or cause to be contributed, conveyed, transferred, assigned and delivered, to the Company, free and clear of all Liens (other than Permitted Liens), and the Company will accept from the MCK Contributors, 100% of the Core MTS Business (including the MCK Licensed Intellectual Property but excluding the MCK IPCo Owned Intellectual Property and the equity interests of certain MCK Contributed Entities (the “MCK DRE Contributed Entities”)), subject to the terms and conditions of this Agreement (the “Non-IP Contribution”). In consideration of the Non-IP Contribution, the Company shall, at the Closing, (i) issue Units to the MCK Contributors representing an aggregate Membership Percentage equal to the Non-IP Initial Percentage, subject to adjustment as set forth herein, and MCK shall cause the MCK Contributors to accept such Units, and (ii) admit each MCK Contributor as a Member, with the rights, powers, obligations and duties set forth in the LLC Agreement (the “Non-IP Membership Consideration”). (vi) MCK shall cause MCK IPCo to contribute, convey, transfer, assign and deliver, or cause to be contributed, conveyed, transferred, assigned and delivered, to the Company, free and clear of all Liens (other than Permitted Liens), and the Company will accept from MCK IPCo, the MCK IPCo Owned Intellectual Property and the equity interests of the MCK DRE Contributed Entities, subject to the terms and conditions of this Agreement (the “MCK IPCo Contribution” and, together with the Non-IP Contribution, the “MCK Contributions”). In consideration of the MCK IPCo Contribution, the Company shall, at the Closing, (i) issue Units to MCK IPCo representing a Membership Percentage equal to the MCK IPCo Initial Percentage, subject to adjustment as set forth herein, and MCK shall cause MCK IPCo to accept such Units, (ii) admit MCK IPCo as a Member, with the rights, powers, obligations and duties set forth in the LLC Agreement, and (iii) assume the MCK Promissory Note (the “IPCo Membership Consideration” and, together with the Non-IP Membership Consideration, the “MCK Membership Consideration”). On the Closing Date, the Company shall repay the MCK Promissory Note Principal Amount in full satisfaction thereof in immediately available funds by wire transfer to an account of MCK with a bank in New York City designated by MCK, by notice to the Company, which notice shall be delivered not later than two Business Days prior to the Closing Date (the “MCK Note Payment”). (vii) Immediately after consummation of the Echo Contributions and Transfer and the MCK Contributions, the Company shall contribute all the assets and liabilities from the Echo Contributions and Transfer and the MCK Contributions to NewCo Intermediate Holdings, which in turn shall contribute all the assets and liabilities from the Echo Contributions and Transfer and the MCK Contributions to NewCo Holdings, in each case for which no additional equity interests of NewCo Intermediate Holdings or NewCo Holdings will be issued.

At the Closing. (i) Echo shallSeller shall transfer to Buyer, good and the Echo Shareholders shall cause Echo to, contribute, convey, transfer, assign and deliver, or cause to be contributed, conveyed, transferred, assigned and delivered, marketable title to the CompanySeller's Common Stock, free and clear of any and all Liens (other than Permitted Liens)liens, claims, encumbrances and adverse interests of any kind, by delivering to Escrow Agent the Company will accept from Echo, shares of common stock of Echo Holdco certificates representing the Echo Contributed Percentage of the issued and outstanding capital Seller's Common Stock in negotiable form, duly endorsed in blank, or with stock of Echo Holdco, subject to the terms and conditions of this Agreement (the “Echo Contribution”). In consideration of the Echo Contribution, the Company shall, at the Closing, (A) issue Units to Echo representing a Membership Percentage equal to 30.0% (before taking into account the Employee Pool), subject to adjustment as set forth herein, and Echo shall accept such Units, and (B) admit Echo as a Member, with the rights, powers, obligations and duties set forth in the LLC Agreement (the “Echo Membership Consideration”).transfer powers attached thereto; (ii) Each outstanding Seller shall deliver to Escrow Agent the resignations of all the officers and unexercised vested directors of the Company (with the dates left blank) and their written appointment of one or vesting upon more persons designated by Buyer as successor officers and directors; (iii) Seller shall cause to be made available the Closingbooks and records of the Company to Buyer; (iv) Echo Holdco Option with an exercise price less than Buyer shall deliver to Escrow Agent the Echo Per Share Purchase Price shall by delivering either 1) a check drawn on a US bank made payable to "Gottbetter & Partners, LLP, as Escrow Agent" for the full amount of the Purchase Price; or 2) a wire transfer with immediately and automatically available U.S. funds for the full amount of the Purchase Price PLUS ALL WIRE TRANSFER FEES to: Gottbetter & Partners, LLP IOLA Account Citibxxx N.A. 330 Madison Avenue Xxx Xxxx, Xxx Xxxx 00000 XXX Xxxxxxx Xx.: 021000089 Account Xx.: 49061322 Reference: (Your Name) for AGMN (The items to be forfeited and cancelled, and delivered to the Echo Optionholder thereof Escrow Agent described in Section 2 (a “Vested Optionholder”b) shall be entitled to receive in exchange therefor (i) an amount through (iv) above, are collectively referred to as the "Closing Materials"). As soon as practicable following (i) the execution of this Agreement; (ii) Escrow Agent's receipt of the Echo Purchase Price; (iii) Escrow Agent's receipt of the Closing Materials; and (iv) the fulfillment of each of the Post-Closing Conditions, unless waived in accordance herein, the Escrow Agent shall (i) release the Purchase Price (including any additional payments pursuant from escrow and deliver same to Section 2.03(a)) equal to such Vested Optionholder’s pro rata portion (based on such Vested Optionholder’s Echo Deemed Option Shares Outstanding) of the Total Echo Option Cash Amount Seller; and (ii) Echo Securities (with equivalent value deliver the Seller's Common Stock to such vested (the Buyer. Notwithstanding anything to the contrary set forth in this Agreement, Escrow Agent shall not release the Purchase Price to Seller unless Escrow Agent has simultaneously or vesting upon prior thereto delivered or arranged for the Closing) Echo Holdco Options other than those Echo Holdco Options receiving a portion delivery of the Echo Purchase Price in clause (i) above) subject Seller's Common Stock to terms to be agreed upon by MCK, Echo and Echo Holdco. (iii) Each Echo Holdco Option (i) that was outstanding but unvested immediately prior to the Closing and (ii) that was outstanding and vested (or vesting upon the Closing) with an exercise price greater than or equal to the Echo Per Share Purchase Price, shall immediately and automatically be forfeited and cancelled and the Echo Optionholder thereof shall be entitled to receive in exchange thereof Echo Securities (with equivalent value to such Echo Holdco Options) subject to terms to be agreed upon by MCK, Echo and Echo Holdco. (iv) The Echo Shareholders shall sell to the Company, and the Company will purchase from the Echo Shareholders, free and clear of all Liens (other than Permitted Liens), shares of common stock of Echo Holdco (allocated among the Echo Shareholders as determined by Echo Holdco prior to Closing and set forth on the Estimated Echo Closing Statement) representing the Echo Purchase Price Percentage of the issued and outstanding capital stock of Echo Holdco, subject to the terms and conditions of this Agreement (the “Echo Holdco Share Transfer” and, together with the Echo Contribution, the “Echo Contributions and Transfers”)Buyer. At any time and from time to time after the Closing, the Company Parties shall duly execute, acknowledge and deliver to the Echo Shareholdersall such further assignments, as the aggregate purchase price for the shares transferred to the Company pursuant to the Echo Holdco Share Transfer conveyances, instruments and Vested Optionholdersdocuments, an amount equal to the Echo Purchase Price, in immediately available funds by wire transfer to accounts for the benefit of the Echo with a bank in the United States designated by the Echo Representative by notice to the Company, which notice and shall be delivered not later than two Business Days prior to the Closing Date (the “Echo Holdco Sale Consideration” and, together take such other action consistent with the Echo Membership Consideration, the “Echo Membership and Sale Consideration”). (v) MCK shall cause one or more of its wholly-owned, direct or indirect Subsidiaries (each, an “MCK Contributor”) to contribute, convey, transfer, assign and deliver, or cause to be contributed, conveyed, transferred, assigned and delivered, to the Company, free and clear of all Liens (other than Permitted Liens), and the Company will accept from the MCK Contributors, 100% of the Core MTS Business (including the MCK Licensed Intellectual Property but excluding the MCK IPCo Owned Intellectual Property and the equity interests of certain MCK Contributed Entities (the “MCK DRE Contributed Entities”)), subject to the terms and conditions of this Agreement (to carry out the “Non-IP Contribution”). In consideration of the Non-IP Contribution, the Company shall, at the Closing, (i) issue Units to the MCK Contributors representing an aggregate Membership Percentage equal to the Non-IP Initial Percentage, subject to adjustment as set forth herein, and MCK shall cause the MCK Contributors to accept such Units, and (ii) admit each MCK Contributor as a Member, with the rights, powers, obligations and duties set forth in the LLC Agreement (the “Non-IP Membership Consideration”)transactions contemplated by this Agreement. (vi) MCK shall cause MCK IPCo to contribute, convey, transfer, assign and deliver, or cause to be contributed, conveyed, transferred, assigned and delivered, to the Company, free and clear of all Liens (other than Permitted Liens), and the Company will accept from MCK IPCo, the MCK IPCo Owned Intellectual Property and the equity interests of the MCK DRE Contributed Entities, subject to the terms and conditions of this Agreement (the “MCK IPCo Contribution” and, together with the Non-IP Contribution, the “MCK Contributions”). In consideration of the MCK IPCo Contribution, the Company shall, at the Closing, (i) issue Units to MCK IPCo representing a Membership Percentage equal to the MCK IPCo Initial Percentage, subject to adjustment as set forth herein, and MCK shall cause MCK IPCo to accept such Units, (ii) admit MCK IPCo as a Member, with the rights, powers, obligations and duties set forth in the LLC Agreement, and (iii) assume the MCK Promissory Note (the “IPCo Membership Consideration” and, together with the Non-IP Membership Consideration, the “MCK Membership Consideration”). On the Closing Date, the Company shall repay the MCK Promissory Note Principal Amount in full satisfaction thereof in immediately available funds by wire transfer to an account of MCK with a bank in New York City designated by MCK, by notice to the Company, which notice shall be delivered not later than two Business Days prior to the Closing Date (the “MCK Note Payment”). (vii) Immediately after consummation of the Echo Contributions and Transfer and the MCK Contributions, the Company shall contribute all the assets and liabilities from the Echo Contributions and Transfer and the MCK Contributions to NewCo Intermediate Holdings, which in turn shall contribute all the assets and liabilities from the Echo Contributions and Transfer and the MCK Contributions to NewCo Holdings, in each case for which no additional equity interests of NewCo Intermediate Holdings or NewCo Holdings will be issued.

At the Closing. (i) Echo shallSeller shall transfer to Buyer, good and the Echo Shareholders shall cause Echo to, contribute, convey, transfer, assign and deliver, or cause to be contributed, conveyed, transferred, assigned and delivered, marketable title to the CompanySeller's Common Stock, free and clear of any and all Liens (other than Permitted Liens)liens, claims, encumbrances and adverse interests of any kind, by delivering to Escrow Agent the Company will accept from Echo, shares of common stock of Echo Holdco certificates representing the Echo Contributed Percentage of the issued and outstanding capital Seller's Common Stock in negotiable form, duly endorsed in blank, or with stock of Echo Holdco, subject to the terms and conditions of this Agreement (the “Echo Contribution”). In consideration of the Echo Contribution, the Company shall, at the Closing, (A) issue Units to Echo representing a Membership Percentage equal to 30.0% (before taking into account the Employee Pool), subject to adjustment as set forth herein, and Echo shall accept such Units, and (B) admit Echo as a Member, with the rights, powers, obligations and duties set forth in the LLC Agreement (the “Echo Membership Consideration”).transfer powers attached thereto; (ii) Each outstanding Seller shall deliver to Escrow Agent the resignations of all the officers and unexercised vested directors of the Company (with the dates left blank) and their written appointment of one or vesting upon more persons designated by Buyer as successor officers and directors; (iii) Seller shall cause to be made available the Closingbooks and records of the Company to Buyer; (iv) Echo Holdco Option with an exercise price less than Buyer shall deliver to Escrow Agent the Echo Per Share Purchase Price shall by delivering either 1) a check drawn on a US bank made payable to "Gottbetter & Partners, LLP, as Escrow Agent" for the full amount of the Purchase Price; or 2) a wire transfer with immediately and automatically available U.S. funds for the full amount of the Purchase Price PLUS ALL WIRE TRANSFER FEES to: Gottbetter & Partners, LLP Iola Account Citibank N.A. 330 Madison Xxxnue New York, New York 10017 XXX Xxxxxxx Xx.: 000000000 Xxxxxxx Xo.: 49061322 Rxxxxxxxx: (Your Name) for AGMN (The ixxxx xx be forfeited and cancelled, and delivered to the Echo Optionholder thereof Escrow Agent described in Section 2 (a “Vested Optionholder”b) shall be entitled to receive in exchange therefor (i) an amount through (iv) above, are collectively referred to as the "Closing Materials"). As soon as practicable following (i) the execution of this Agreement; (ii) Escrow Agent's receipt of the Echo Purchase Price; (iii) Escrow Agent's receipt of the Closing Materials; and (iv) the fulfillment of each of the Post-Closing Conditions, unless waived in accordance herein, the Escrow Agent shall (i) release the Purchase Price (including any additional payments pursuant from escrow and deliver same to Section 2.03(a)) equal to such Vested Optionholder’s pro rata portion (based on such Vested Optionholder’s Echo Deemed Option Shares Outstanding) of the Total Echo Option Cash Amount Seller; and (ii) Echo Securities (with equivalent value deliver the Seller's Common Stock to such vested (the Buyer. Notwithstanding anything to the contrary set forth in this Agreement, Escrow Agent shall not release the Purchase Price to Seller unless Escrow Agent has simultaneously or vesting upon prior thereto delivered or arranged for the Closing) Echo Holdco Options other than those Echo Holdco Options receiving a portion delivery of the Echo Purchase Price in clause (i) above) subject Seller's Common Stock to terms to be agreed upon by MCK, Echo and Echo Holdco. (iii) Each Echo Holdco Option (i) that was outstanding but unvested immediately prior to the Closing and (ii) that was outstanding and vested (or vesting upon the Closing) with an exercise price greater than or equal to the Echo Per Share Purchase Price, shall immediately and automatically be forfeited and cancelled and the Echo Optionholder thereof shall be entitled to receive in exchange thereof Echo Securities (with equivalent value to such Echo Holdco Options) subject to terms to be agreed upon by MCK, Echo and Echo Holdco. (iv) The Echo Shareholders shall sell to the Company, and the Company will purchase from the Echo Shareholders, free and clear of all Liens (other than Permitted Liens), shares of common stock of Echo Holdco (allocated among the Echo Shareholders as determined by Echo Holdco prior to Closing and set forth on the Estimated Echo Closing Statement) representing the Echo Purchase Price Percentage of the issued and outstanding capital stock of Echo Holdco, subject to the terms and conditions of this Agreement (the “Echo Holdco Share Transfer” and, together with the Echo Contribution, the “Echo Contributions and Transfers”)Buyer. At any time and from time to time after the Closing, the Company Parties shall duly execute, acknowledge and deliver to the Echo Shareholdersall such further assignments, as the aggregate purchase price for the shares transferred to the Company pursuant to the Echo Holdco Share Transfer conveyances, instruments and Vested Optionholdersdocuments, an amount equal to the Echo Purchase Price, in immediately available funds by wire transfer to accounts for the benefit of the Echo with a bank in the United States designated by the Echo Representative by notice to the Company, which notice and shall be delivered not later than two Business Days prior to the Closing Date (the “Echo Holdco Sale Consideration” and, together take such other action consistent with the Echo Membership Consideration, the “Echo Membership and Sale Consideration”). (v) MCK shall cause one or more of its wholly-owned, direct or indirect Subsidiaries (each, an “MCK Contributor”) to contribute, convey, transfer, assign and deliver, or cause to be contributed, conveyed, transferred, assigned and delivered, to the Company, free and clear of all Liens (other than Permitted Liens), and the Company will accept from the MCK Contributors, 100% of the Core MTS Business (including the MCK Licensed Intellectual Property but excluding the MCK IPCo Owned Intellectual Property and the equity interests of certain MCK Contributed Entities (the “MCK DRE Contributed Entities”)), subject to the terms and conditions of this Agreement (to carry out the “Non-IP Contribution”). In consideration of the Non-IP Contribution, the Company shall, at the Closing, (i) issue Units to the MCK Contributors representing an aggregate Membership Percentage equal to the Non-IP Initial Percentage, subject to adjustment as set forth herein, and MCK shall cause the MCK Contributors to accept such Units, and (ii) admit each MCK Contributor as a Member, with the rights, powers, obligations and duties set forth in the LLC Agreement (the “Non-IP Membership Consideration”)transactions contemplated by this Agreement. (vi) MCK shall cause MCK IPCo to contribute, convey, transfer, assign and deliver, or cause to be contributed, conveyed, transferred, assigned and delivered, to the Company, free and clear of all Liens (other than Permitted Liens), and the Company will accept from MCK IPCo, the MCK IPCo Owned Intellectual Property and the equity interests of the MCK DRE Contributed Entities, subject to the terms and conditions of this Agreement (the “MCK IPCo Contribution” and, together with the Non-IP Contribution, the “MCK Contributions”). In consideration of the MCK IPCo Contribution, the Company shall, at the Closing, (i) issue Units to MCK IPCo representing a Membership Percentage equal to the MCK IPCo Initial Percentage, subject to adjustment as set forth herein, and MCK shall cause MCK IPCo to accept such Units, (ii) admit MCK IPCo as a Member, with the rights, powers, obligations and duties set forth in the LLC Agreement, and (iii) assume the MCK Promissory Note (the “IPCo Membership Consideration” and, together with the Non-IP Membership Consideration, the “MCK Membership Consideration”). On the Closing Date, the Company shall repay the MCK Promissory Note Principal Amount in full satisfaction thereof in immediately available funds by wire transfer to an account of MCK with a bank in New York City designated by MCK, by notice to the Company, which notice shall be delivered not later than two Business Days prior to the Closing Date (the “MCK Note Payment”). (vii) Immediately after consummation of the Echo Contributions and Transfer and the MCK Contributions, the Company shall contribute all the assets and liabilities from the Echo Contributions and Transfer and the MCK Contributions to NewCo Intermediate Holdings, which in turn shall contribute all the assets and liabilities from the Echo Contributions and Transfer and the MCK Contributions to NewCo Holdings, in each case for which no additional equity interests of NewCo Intermediate Holdings or NewCo Holdings will be issued.

At the Closing. (i) Echo shall, and the Echo Shareholders Seller shall cause Echo to, contribute, convey, transfer, assign and deliver, deliver to Purchaser (or cause to be contributed, conveyed, transferred, assigned and delivered, to the Company, free and clear of its designated Subsidiaries) one or more certificates representing all Liens (other than Permitted Liens), and the Company will accept from Echo, shares of common stock of Echo Holdco representing the Echo Contributed Percentage of the issued and outstanding capital Shares, each such certificate to be duly and validly endorsed in favor of Purchaser (or its designated Subsidiaries) or accompanied by a separate stock power duly and validly executed by Seller and otherwise sufficient to vest in Purchaser (or its designated Subsidiaries) legal and beneficial ownership of Echo Holdco, subject to the terms and conditions of this Agreement (the “Echo Contribution”). In consideration of the Echo Contribution, the Company shall, at the Closing, (A) issue Units to Echo representing a Membership Percentage equal to 30.0% (before taking into account the Employee Pool), subject to adjustment as set forth herein, and Echo shall accept such Units, and (B) admit Echo as a Member, with the rights, powers, obligations and duties set forth in the LLC Agreement (the “Echo Membership Consideration”).Shares; (ii) Each outstanding and unexercised vested Purchaser (or vesting upon the Closing) Echo Holdco Option with an exercise price less than the Echo Per Share Purchase Price shall immediately and automatically be forfeited and cancelled, and the Echo Optionholder thereof (a “Vested Optionholder”its designated Subsidiaries) shall be entitled transfer the Estimated Purchase Price, less the Escrow Amount, to receive in exchange therefor (i) an amount account designated by Seller prior to the Closing by wire transfer of the Echo Purchase Price (including any additional payments pursuant to Section 2.03(a)) equal to such Vested Optionholder’s pro rata portion (based on such Vested Optionholder’s Echo Deemed Option Shares Outstanding) of the Total Echo Option Cash Amount and (ii) Echo Securities (with equivalent value to such vested (or vesting upon the Closing) Echo Holdco Options other than those Echo Holdco Options receiving a portion of the Echo Purchase Price in clause (i) above) subject to terms to be agreed upon by MCK, Echo and Echo Holdco.immediately available U.S. Dollar funds; and (iii) Each Echo Holdco Option Purchaser (ior its designated Subsidiaries) that was outstanding but unvested immediately shall transfer the Escrow Amount to the account designated by Escrow Agent prior to the Closing and (ii) that was outstanding and vested (or vesting upon the Closing) with an exercise price greater than or equal to the Echo Per Share Purchase Price, shall by wire transfer of immediately and automatically be forfeited and cancelled and the Echo Optionholder thereof shall be entitled to receive in exchange thereof Echo Securities (with equivalent value to such Echo Holdco Options) subject to terms to be agreed upon by MCK, Echo and Echo Holdcoavailable U.S. Dollar funds. (iv) The Echo Shareholders HIG and Seller shall sell cause the Escrow Agent to release and pay the Company, and amount of the Company will purchase from the Echo Shareholders, free and clear of all Liens Contract Deposit to HIG (other than Permitted Liensby joint written instruction), shares of common stock of Echo Holdco (allocated among unless the Echo Shareholders as determined by Echo Holdco prior Contract Deposit has been released to Closing and set forth on the Estimated Echo Closing Statement) representing the Echo Purchase Price Percentage of the issued and outstanding capital stock of Echo Holdco, subject to the terms and conditions of this Agreement (the “Echo Holdco Share Transfer” and, together with the Echo Contribution, the “Echo Contributions and Transfers”). At the Closing, the Company shall deliver to the Echo Shareholders, as the aggregate purchase price for the shares transferred to the Company pursuant to the Echo Holdco Share Transfer and Vested Optionholders, an amount equal to the Echo Purchase Price, in immediately available funds by wire transfer to accounts for the benefit of the Echo with a bank in the United States designated by the Echo Representative by notice to the Company, which notice shall be delivered not later than two Business Days Seller prior to the Closing Date (in connection with an Extension Election pursuant to Article 7, in which case Seller shall return to HIG the “Echo Holdco Sale Consideration” and, together with Contract Deposit and the Echo Membership Consideration, Second Contract Deposit to HIG by wire transfer of immediately available federal funds at the “Echo Membership and Sale Consideration”).Closing; (v) MCK Purchaser and Seller shall cause one or more enter into a Transition Services Agreement substantially in the form of its wholly-owned, direct or indirect Subsidiaries (each, an “MCK Contributor”) to contribute, convey, transfer, assign and deliver, or cause to be contributed, conveyed, transferred, assigned and delivered, to the Company, free and clear of all Liens (other than Permitted Liens), and the Company will accept from the MCK Contributors, 100% of the Core MTS Business (including the MCK Licensed Intellectual Property but excluding the MCK IPCo Owned Intellectual Property and the equity interests of certain MCK Contributed Entities Exhibit A hereto (the “MCK DRE Contributed Entities”)), subject to the terms and conditions of this Agreement (the “Non-IP Contribution”). In consideration of the Non-IP Contribution, the Company shall, at the Closing, (i) issue Units to the MCK Contributors representing an aggregate Membership Percentage equal to the Non-IP Initial Percentage, subject to adjustment as set forth herein, and MCK shall cause the MCK Contributors to accept such Units, and (ii) admit each MCK Contributor as a Member, with the rights, powers, obligations and duties set forth in the LLC Agreement (the “Non-IP Membership ConsiderationTransition Services Agreement”). (vi) MCK Purchaser and Seller shall cause MCK IPCo to contribute, convey, transfer, assign and deliver, or cause to be contributed, conveyed, transferred, assigned and delivered, enter into a Shareholders’ Agreement with respect to the CompanyMDC Shares substantially in the form of Exhibit B hereto. (vii) Purchaser, free and clear of all Liens (other than Permitted Liens), Seller and the Company will accept from MCK IPCo, Escrow Agent shall enter into the MCK IPCo Owned Intellectual Property and Escrow Agreement substantially in the equity interests form of the MCK DRE Contributed Entities, subject to the terms and conditions of this Agreement Exhibit C hereto (the “MCK IPCo Contribution” and, together with the Non-IP Contribution, the “MCK Contributions”). In consideration of the MCK IPCo Contribution, the Company shall, at the Closing, (i) issue Units to MCK IPCo representing a Membership Percentage equal to the MCK IPCo Initial Percentage, subject to adjustment as set forth herein, and MCK shall cause MCK IPCo to accept such Units, (ii) admit MCK IPCo as a Member, with the rights, powers, obligations and duties set forth in the LLC Escrow Agreement, and (iii) assume the MCK Promissory Note (the “IPCo Membership Consideration” and, together with the Non-IP Membership Consideration, the “MCK Membership Consideration”). On the Closing Date, the Company shall repay the MCK Promissory Note Principal Amount in full satisfaction thereof in immediately available funds by wire transfer to an account of MCK with a bank in New York City designated by MCK, by notice to the Company, which notice shall be delivered not later than two Business Days prior to the Closing Date (the “MCK Note Payment”). (viiviii) Immediately after All of the MDC Partner-designated directors and officers of the Companies listed on Schedule 2.1(b)(viii) shall have tendered resignations of their positions with the Companies. (ix) Seller shall prepare and deliver to the Purchaser a certificate (the “Certificate of Indebtedness”) representing and certifying as to (A) the amount of Indebtedness of each Company outstanding on the Closing Date, and specifying the amount owed to each creditor listed thereon and (B) the amount of Transaction Expenses of each Company outstanding on the Closing Date, and specifying the amount owed to each party listed thereon. (x) Seller shall deliver to Purchaser pay-off letters and lien discharges (or agreements therefor) reasonably satisfactory to the Purchaser from each creditor listed on Schedule 2.1(b)(ix) hereto. Seller shall have evidenced the discharge of all Intercompany Arrangements between Placard and Metaca required to be discharged pursuant to Section 5.5 (in a manner reasonably satisfactory to the Purchaser). (xi) Seller shall deliver the written consents, in form and substance reasonably satisfactory to Purchaser and Purchaser’s counsel, to the consummation of the Echo Contributions and Transfer and transactions contemplated by this Agreement (including the MCK Contributions, Mercury Contribution) referenced on Schedule 2.1(b)(xi) hereto. (xii) Seller shall have evidenced the Company shall contribute all completion of the assets and liabilities from Mercury Contribution pursuant to the Echo Contributions and Transfer and Asset Purchase Rollover Agreement substantially in the MCK Contributions to NewCo Intermediate Holdings, which in turn shall contribute all the assets and liabilities from the Echo Contributions and Transfer and the MCK Contributions to NewCo Holdings, in each case for which no additional equity interests of NewCo Intermediate Holdings or NewCo Holdings will be issuedform attached as Exhibit E hereto.

At the Closing. (i) Echo shallPurchaser will pay an aggregate of Thirteen Million Nine Hundred Thousand Dollars ($13,900,000) of the Purchase Price to the Sellers by wire transfer of immediately available funds to such account as each Seller may reasonably direct by written notice delivered to Purchaser by such Seller at least three (3) Business Days before the Closing Date, payable to each Seller in the amount obtained by multiplying $13,900,000 by the percentage set forth opposite such Seller's name (ii) Simultaneously, each Individual Seller will sell to Purchaser those shares of Purchased Stock, those Purchased Options, and those Purchased Loan Accounts set forth opposite the name of each such Individual Seller on Schedule 2.03(b) of the Disclosure Schedule (representing, in the aggregate, 100% of each class of outstanding capital stock of each Target Company, all Options to acquire any capital stock or other securities of each Target Company, and all Liabilities of each Target Company to the Sellers and their Affiliates), in each case free and clear of all Liens, and the Echo Shareholders shall cause Echo to, contribute, convey, transfer, assign and deliver, or cause Selling Companies will sell the Purchased Assets to be contributed, conveyed, transferred, assigned and delivered, to the Company, Purchaser free and clear of all Liens (other than Permitted Liens), and the Company will accept from Echo, shares of common by delivering to Purchaser (i) stock of Echo Holdco representing the Echo Contributed Percentage certificates or stock indemnities evidencing all of the issued Purchased Stock duly endorsed by the Individual Sellers in blank or accompanied by stock powers duly executed by the Individual Sellers (and outstanding capital also, in the case of any married (by Law, common law or otherwise) Individual Seller resident in a community of property state, executed by the spouse of such Individual Seller) in blank, with all required stock transfer tax stamps affixed or provided for, (ii) assignments of Echo Holdco, subject to the terms and conditions of this Agreement (the “Echo Contribution”). In consideration all of the Echo ContributionPurchased Options in the form of Exhibit B, duly executed by the Company shallIndividual Sellers, at reflecting the ClosingPurchaser as the assignee, (iii) assignments of all of the Purchased Loan Accounts in the form of Exhibit A) issue Units to Echo representing a Membership Percentage equal to 30.0% (before taking into account the Employee Pool), subject to adjustment as set forth herein, duly executed by every Seller on its own behalf and Echo shall accept on behalf of every Affiliate of every such UnitsSeller, and (Biv) admit Echo as a Member, with the rights, powers, obligations bill xx sale and duties set forth assignment in the LLC Agreement (the “Echo Membership Consideration”). (ii) Each outstanding and unexercised vested (or vesting upon the Closing) Echo Holdco Option with an exercise price less than the Echo Per Share Purchase Price shall immediately and automatically be forfeited and cancelled, and the Echo Optionholder thereof (a “Vested Optionholder”) shall be entitled to receive in exchange therefor (i) an amount form of the Echo Purchase Price (including any additional payments pursuant to Section 2.03(a)) equal to such Vested Optionholder’s pro rata portion (based on such Vested Optionholder’s Echo Deemed Option Shares Outstanding) of the Total Echo Option Cash Amount and (ii) Echo Securities (with equivalent value to such vested (or vesting upon the Closing) Echo Holdco Options other than those Echo Holdco Options receiving a portion of the Echo Purchase Price in clause (i) above) subject to terms to be agreed upon Exhibit I hereto duly executed by MCK, Echo and Echo Holdcoeach Selling Company. (iii) Each Echo Holdco Option (i) that was outstanding but unvested immediately prior to the Closing and (ii) that was outstanding and vested (or vesting upon the Closing) with an exercise price greater than or equal to the Echo Per Share Purchase Price, shall immediately and automatically be forfeited and cancelled and the Echo Optionholder thereof shall be entitled to receive in exchange thereof Echo Securities (with equivalent value to such Echo Holdco Options) subject to terms to be agreed upon by MCK, Echo and Echo Holdco. (iv) The Echo Shareholders shall sell to the Company, and the Company will purchase from the Echo Shareholders, free and clear of all Liens (other than Permitted Liens), shares of common stock of Echo Holdco (allocated among the Echo Shareholders as determined by Echo Holdco prior to Closing and set forth on the Estimated Echo Closing Statement) representing the Echo Purchase Price Percentage of the issued and outstanding capital stock of Echo Holdco, subject to the terms and conditions of this Agreement (the “Echo Holdco Share Transfer” and, together with the Echo Contribution, the “Echo Contributions and Transfers”). At the Closing, the Company Purchaser shall deliver to the Echo ShareholdersSelling Companies an instrument of assumption of liabilities in the form of Exhibit J-1 hereto with respect to ASI and Exhibit J-2 hereto with respect to DTI, as and shall deliver the aggregate purchase price for the shares transferred Escrow Amount to the Company pursuant to the Echo Holdco Share Transfer Escrow Agent and Vested Optionholders, an amount equal to the Echo Purchase Price, in immediately available funds by wire transfer to accounts for the benefit of the Echo with a bank in the United States designated by the Echo Representative by notice to the Company, which notice there shall also be delivered not later than two Business Days prior to by Purchaser and Sellers the Closing Date (the “Echo Holdco Sale Consideration” andopinions, together with the Echo Membership Considerationcertificates and other agreements, the “Echo Membership documents and Sale Consideration”). (v) MCK shall cause one or more of its wholly-owned, direct or indirect Subsidiaries (each, an “MCK Contributor”) to contribute, convey, transfer, assign and deliver, or cause instruments to be contributed, conveyed, transferred, assigned delivered under Sections 6.01 and delivered, to the Company, free and clear of all Liens (other than Permitted Liens), and the Company will accept from the MCK Contributors, 100% of the Core MTS Business (including the MCK Licensed Intellectual Property but excluding the MCK IPCo Owned Intellectual Property and the equity interests of certain MCK Contributed Entities (the “MCK DRE Contributed Entities”)), subject to the terms and conditions of this Agreement (the “Non-IP Contribution”). In consideration of the Non-IP Contribution, the Company shall, at the Closing, (i) issue Units to the MCK Contributors representing an aggregate Membership Percentage equal to the Non-IP Initial Percentage, subject to adjustment as set forth herein, and MCK shall cause the MCK Contributors to accept such Units, and (ii) admit each MCK Contributor as a Member, with the rights, powers, obligations and duties set forth in the LLC Agreement (the “Non-IP Membership Consideration”)6.02. (vi) MCK shall cause MCK IPCo to contribute, convey, transfer, assign and deliver, or cause to be contributed, conveyed, transferred, assigned and delivered, to the Company, free and clear of all Liens (other than Permitted Liens), and the Company will accept from MCK IPCo, the MCK IPCo Owned Intellectual Property and the equity interests of the MCK DRE Contributed Entities, subject to the terms and conditions of this Agreement (the “MCK IPCo Contribution” and, together with the Non-IP Contribution, the “MCK Contributions”). In consideration of the MCK IPCo Contribution, the Company shall, at the Closing, (i) issue Units to MCK IPCo representing a Membership Percentage equal to the MCK IPCo Initial Percentage, subject to adjustment as set forth herein, and MCK shall cause MCK IPCo to accept such Units, (ii) admit MCK IPCo as a Member, with the rights, powers, obligations and duties set forth in the LLC Agreement, and (iii) assume the MCK Promissory Note (the “IPCo Membership Consideration” and, together with the Non-IP Membership Consideration, the “MCK Membership Consideration”). On the Closing Date, the Company shall repay the MCK Promissory Note Principal Amount in full satisfaction thereof in immediately available funds by wire transfer to an account of MCK with a bank in New York City designated by MCK, by notice to the Company, which notice shall be delivered not later than two Business Days prior to the Closing Date (the “MCK Note Payment”). (vii) Immediately after consummation of the Echo Contributions and Transfer and the MCK Contributions, the Company shall contribute all the assets and liabilities from the Echo Contributions and Transfer and the MCK Contributions to NewCo Intermediate Holdings, which in turn shall contribute all the assets and liabilities from the Echo Contributions and Transfer and the MCK Contributions to NewCo Holdings, in each case for which no additional equity interests of NewCo Intermediate Holdings or NewCo Holdings will be issued.

At the Closing. (i) Echo shallTo the extent that the Estimated Closing Statement includes any Estimated Closing Funded Indebtedness, Seller shall take all actions required to repay such Funded Indebtedness (except for those leases set forth in Schedule 3.20(a) of the Seller Disclosure Letter, including the Logra Leases), in accordance with Section 5, item “h” of the Coordination Agreement; (ii) To the extent that the Estimated Closing Statement includes any Estimated Working Capital Adjustment (and the Echo Shareholders relevant amount is a negative number), Seller shall cause Echo totake all actions required to capitalize the Target Business Units in accordance with Section 5, contributeitem “a” of the Coordination Agreement; (iii) To the extent that the Estimated Closing Statement includes any Estimated Working Capital Adjustment (and the relevant amount is a positive number), conveyPurchaser shall deliver to Seller, transferin cash, assign and deliver, the Allocable Purchaser Sale Percentage of the Estimated Working Capital Adjustment; and (iv) Purchaser shall pay or cause to be contributedpaid to Seller, conveyedin cash, transferredthe result of: (a) the Closing Payment, assigned and delivered, to minus (b) the Company, free and clear of all Liens (other than Permitted Liens), and the Company will accept from Echo, shares of common stock of Echo Holdco representing the Echo Contributed Allocable Purchaser Sale Percentage of the issued and outstanding capital stock balance of Echo Holdco, subject to the terms and conditions of this Agreement (the “Echo Contribution”). In consideration those leases set forth in Schedule 3.20(a) of the Echo ContributionSeller Disclosure Letter, including the Company shallLogra Leases, at the Closing, (A) issue Units to Echo representing a Membership Percentage equal to 30.0% (before taking into account the Employee Pool), subject to adjustment as set forth herein, and Echo shall accept such Units, and (B) admit Echo as a Member, with the rights, powers, obligations and duties set forth in the LLC Agreement Estimated Closing Statement (the “Echo Membership Consideration”with any such payments required to be made at Closing pursuant to this paragraph (iv). (ii) Each outstanding and unexercised vested (or vesting upon the Closing) Echo Holdco Option with an exercise price less than the Echo Per Share Purchase Price shall immediately and automatically be forfeited and cancelled, and the Echo Optionholder thereof (a “Vested Optionholder”) shall be entitled to receive in exchange therefor paragraphs (i) an amount of the Echo Purchase Price (including any additional payments pursuant to Section 2.03(a)) equal to such Vested Optionholder’s pro rata portion (based on such Vested Optionholder’s Echo Deemed Option Shares Outstanding) of the Total Echo Option Cash Amount and (ii) Echo Securities (with equivalent value to such vested (or vesting upon the Closing) Echo Holdco Options other than those Echo Holdco Options receiving a portion of the Echo Purchase Price in clause (i) above) subject to terms to be agreed upon by MCK, Echo and Echo Holdco. (iii) Each Echo Holdco Option (i) that was outstanding but unvested immediately prior to the Closing and (ii) that was outstanding and vested (or vesting upon the Closing) with an exercise price greater than or equal to the Echo Per Share Purchase Price, shall immediately and automatically be forfeited and cancelled and the Echo Optionholder thereof shall be entitled to receive in exchange thereof Echo Securities (with equivalent value to such Echo Holdco Options) subject to terms to be agreed upon by MCK, Echo and Echo Holdco. (iv) The Echo Shareholders shall sell to the Company, and the Company will purchase from the Echo Shareholders, free and clear of all Liens (other than Permitted Liens), shares of common stock of Echo Holdco (allocated among the Echo Shareholders as determined by Echo Holdco prior to Closing and set forth on the Estimated Echo Closing Statement) representing the Echo Purchase Price Percentage of the issued and outstanding capital stock of Echo Holdco, subject to the terms and conditions of this Agreement (the “Echo Holdco Share Transfer” and, together with the Echo Contribution, the “Echo Contributions and Transfers”). At the Closing, the Company shall deliver to the Echo Shareholders, as the aggregate purchase price for the shares transferred to the Company pursuant to the Echo Holdco Share Transfer and Vested Optionholders, an amount equal to the Echo Purchase Price, in immediately available funds by wire transfer to accounts for the benefit of the Echo with a bank in the United States designated by the Echo Representative by notice to the Company, which notice shall be delivered not later than two Business Days prior to the Closing Date (the “Echo Holdco Sale Consideration” and, together with the Echo Membership Consideration, the “Echo Membership and Sale Consideration”). (v) MCK shall cause one or more of its wholly-owned, direct or indirect Subsidiaries (each, an “MCK Contributor”) to contribute, convey, transfer, assign and deliver, or cause to be contributed, conveyed, transferred, assigned and delivered, to the Company, free and clear of all Liens (other than Permitted Liens), and the Company will accept from the MCK Contributors, 100% of the Core MTS Business (including the MCK Licensed Intellectual Property but excluding the MCK IPCo Owned Intellectual Property and the equity interests of certain MCK Contributed Entities (the “MCK DRE Contributed Entities”)), subject to the terms and conditions of this Agreement (the “Non-IP Contribution”). In consideration of the Non-IP Contribution, the Company shall, at the Closing, (i) issue Units to the MCK Contributors representing an aggregate Membership Percentage equal to the Non-IP Initial Percentage, subject to adjustment as set forth herein, and MCK shall cause the MCK Contributors to accept such Units, and (ii) admit each MCK Contributor as a Member, with the rights, powers, obligations and duties set forth in the LLC Agreement (the “Non-IP Membership Consideration”). (vi) MCK shall cause MCK IPCo to contribute, convey, transfer, assign and deliver, or cause to be contributed, conveyed, transferred, assigned and delivered, to the Company, free and clear of all Liens (other than Permitted Liens), and the Company will accept from MCK IPCo, the MCK IPCo Owned Intellectual Property and the equity interests of the MCK DRE Contributed Entities, subject to the terms and conditions of this Agreement (the “MCK IPCo Contribution” and, together with the Non-IP Contribution, the “MCK Contributions”). In consideration of the MCK IPCo Contribution, the Company shall, at the Closing, (i) issue Units to MCK IPCo representing a Membership Percentage equal to the MCK IPCo Initial Percentage, subject to adjustment as set forth herein, and MCK shall cause MCK IPCo to accept such Units, (ii) admit MCK IPCo as a Member, with the rights, powers, obligations and duties set forth in the LLC Agreement, and (iii) assume above and Section 5, items “a” and “h” of the MCK Promissory Note (Coordination Agreement, referred to as the “IPCo Membership Consideration” and, together with the Non-IP Membership Consideration, the “MCK Membership ConsiderationClosing Adjustments”). On used for the calculation of the Closing DateAdjustments, the Company which shall repay the MCK Promissory Note Principal Amount in full satisfaction thereof in immediately available funds by wire transfer to an account of MCK with a bank in New York City designated by MCK, by notice be calculated pursuant to the Company, which notice shall be delivered not later than two Business Days prior to the Closing Date (the “MCK Note Payment”)terms herein. (vii) Immediately after consummation of the Echo Contributions and Transfer and the MCK Contributions, the Company shall contribute all the assets and liabilities from the Echo Contributions and Transfer and the MCK Contributions to NewCo Intermediate Holdings, which in turn shall contribute all the assets and liabilities from the Echo Contributions and Transfer and the MCK Contributions to NewCo Holdings, in each case for which no additional equity interests of NewCo Intermediate Holdings or NewCo Holdings will be issued.

At the Closing. (i) Echo shallSeller shall execute and deliver to Buyer such endorsements, assignments and other documents and records as may (in the Echo Shareholders shall cause Echo toreasonable judgment of Buyer or its counsel) be necessary or appropriate to sell, contributetransfer, convey, transfer, assign and deliverdeliver to Buyer good, or cause to be contributed, conveyed, transferred, assigned valid and delivered, marketable title to the Company, Customer Assets free and clear of all Liens any Encumbrances (other than Permitted Liens)the Assumed Liabilities) including, and without limitation, the Company will accept from Echo, shares Xxxx of common stock of Echo Holdco representing Sale in the Echo Contributed Percentage of the issued and outstanding capital stock of Echo Holdco, subject to the terms and conditions of this Agreement form attached hereto as Exhibit E (the “Echo Contribution”"Xxxx of Sale"). In consideration of the Echo Contribution, the Company shall, at the Closing, (A) issue Units to Echo representing a Membership Percentage equal to 30.0% (before taking into account the Employee Pool), subject to adjustment as set forth herein, and Echo shall accept such Units, and (B) admit Echo as a Member, with the rights, powers, obligations and duties set forth in the LLC Agreement (the “Echo Membership Consideration”).; (ii) Each outstanding and unexercised vested Seller's Chief Financial Officer shall provide a certificate certifying the following: (or vesting upon the Closing1) Echo Holdco Option with an exercise price less net assets exceed net liabilities; (2) shareholders' equity is greater than the Echo Per Share Purchase Price shall immediately and automatically be forfeited and cancelled, and the Echo Optionholder thereof (a “Vested Optionholder”) shall be entitled to receive in exchange therefor (i) an amount of the Echo Purchase Price (including any additional payments pursuant to Section 2.03(a)) equal to such Vested Optionholder’s pro rata portion (based on such Vested Optionholder’s Echo Deemed Option Shares Outstanding) of the Total Echo Option Cash Amount $1.00; and (ii3) Echo Securities (with equivalent value to such vested (or vesting upon the Closing) Echo Holdco Options other than those Echo Holdco Options receiving a portion of the Echo Purchase Price in clause (i) above) subject to terms to be agreed upon by MCK, Echo and Echo Holdco.all Deferred Revenue; (iii) Each Echo Holdco Option (i) that was outstanding but unvested immediately prior to Buyer shall pay Seller the Closing and (ii) that was outstanding and vested (or vesting upon the Closing) with an exercise price greater than or equal to the Echo Per Share Purchase Price, shall Cash Payment by wire transfer of immediately and automatically be forfeited and cancelled and the Echo Optionholder thereof shall be entitled to receive in exchange thereof Echo Securities (with equivalent value available funds to such Echo Holdco Options) subject to terms to be agreed upon by MCK, Echo and Echo Holdco.bank account as Seller shall have directed Buyer in writing; (iv) The Echo Shareholders Buyer shall sell execute and deliver an Assumption Agreement in the form attached hereto as Exhibit F (the "Assumption Agreement"); (v) Buyer shall execute and deliver the Hosting Services Agreement in the form attached hereto as Exhibit G (the "Hosting Services Agreement"); (vi) Buyer shall execute and deliver the Billing Agreement (vii) Seller shall pay Buyer the Deferred Revenue Payment by wire transfer of immediately available funds to such bank account as Buyer shall have directed Seller in writing; (viii) Seller shall execute and deliver the CompanyNoncompetition Agreement; (ix) Seller shall execute and deliver the Hosting Services Agreement; (x) Seller shall cause to be delivered to Purchaser an opinion of Xxxxxxx Xxxxx & Xxxxx, counsel to Seller; (xi) Seller shall execute and deliver the Billing Agreement (xii) Each of the Consents required to be obtained by Seller under this Agreement shall have been obtained by Seller, shall be in full force and effect, and the Company will purchase from the Echo Shareholders, free shall be delivered to Buyer; and (xiii) Buyer and clear of all Liens (other than Permitted Liens), shares of common stock of Echo Holdco (allocated among the Echo Shareholders as determined by Echo Holdco prior to Closing and set forth on the Estimated Echo Closing Statement) representing the Echo Purchase Price Percentage of the issued and outstanding capital stock of Echo Holdco, subject to the terms and conditions of this Agreement (the “Echo Holdco Share Transfer” and, together with the Echo Contribution, the “Echo Contributions and Transfers”). At the Closing, the Company Seller shall deliver to the Echo Shareholders, as the aggregate purchase price for the shares transferred other party such certificates and other documents required to be delivered pursuant to Sections 5 and 6 hereof. Notwithstanding anything herein to the Company pursuant to contrary, it is understood by the Echo Holdco Share Transfer parties that each document referenced above may be delivered by a party hereto by facsimile and Vested Optionholdersthe same shall constitute delivery thereof, provided that such party subsequently delivers an amount equal to the Echo Purchase Price, in immediately available funds by wire transfer to accounts for the benefit original of the Echo with a bank in the United States designated by the Echo Representative by notice to the Company, which notice shall be delivered not later than two Business Days prior to the Closing Date (the “Echo Holdco Sale Consideration” and, together with the Echo Membership Consideration, the “Echo Membership and Sale Consideration”)applicable document. (v) MCK shall cause one or more of its wholly-owned, direct or indirect Subsidiaries (each, an “MCK Contributor”) to contribute, convey, transfer, assign and deliver, or cause to be contributed, conveyed, transferred, assigned and delivered, to the Company, free and clear of all Liens (other than Permitted Liens), and the Company will accept from the MCK Contributors, 100% of the Core MTS Business (including the MCK Licensed Intellectual Property but excluding the MCK IPCo Owned Intellectual Property and the equity interests of certain MCK Contributed Entities (the “MCK DRE Contributed Entities”)), subject to the terms and conditions of this Agreement (the “Non-IP Contribution”). In consideration of the Non-IP Contribution, the Company shall, at the Closing, (i) issue Units to the MCK Contributors representing an aggregate Membership Percentage equal to the Non-IP Initial Percentage, subject to adjustment as set forth herein, and MCK shall cause the MCK Contributors to accept such Units, and (ii) admit each MCK Contributor as a Member, with the rights, powers, obligations and duties set forth in the LLC Agreement (the “Non-IP Membership Consideration”). (vi) MCK shall cause MCK IPCo to contribute, convey, transfer, assign and deliver, or cause to be contributed, conveyed, transferred, assigned and delivered, to the Company, free and clear of all Liens (other than Permitted Liens), and the Company will accept from MCK IPCo, the MCK IPCo Owned Intellectual Property and the equity interests of the MCK DRE Contributed Entities, subject to the terms and conditions of this Agreement (the “MCK IPCo Contribution” and, together with the Non-IP Contribution, the “MCK Contributions”). In consideration of the MCK IPCo Contribution, the Company shall, at the Closing, (i) issue Units to MCK IPCo representing a Membership Percentage equal to the MCK IPCo Initial Percentage, subject to adjustment as set forth herein, and MCK shall cause MCK IPCo to accept such Units, (ii) admit MCK IPCo as a Member, with the rights, powers, obligations and duties set forth in the LLC Agreement, and (iii) assume the MCK Promissory Note (the “IPCo Membership Consideration” and, together with the Non-IP Membership Consideration, the “MCK Membership Consideration”). On the Closing Date, the Company shall repay the MCK Promissory Note Principal Amount in full satisfaction thereof in immediately available funds by wire transfer to an account of MCK with a bank in New York City designated by MCK, by notice to the Company, which notice shall be delivered not later than two Business Days prior to the Closing Date (the “MCK Note Payment”). (vii) Immediately after consummation of the Echo Contributions and Transfer and the MCK Contributions, the Company shall contribute all the assets and liabilities from the Echo Contributions and Transfer and the MCK Contributions to NewCo Intermediate Holdings, which in turn shall contribute all the assets and liabilities from the Echo Contributions and Transfer and the MCK Contributions to NewCo Holdings, in each case for which no additional equity interests of NewCo Intermediate Holdings or NewCo Holdings will be issued.

At the Closing. (i) Echo shall, and the Echo Shareholders Buyer shall cause Echo to, contribute, convey, transfer, assign and deliver, or cause deliver to be contributed, conveyed, transferred, assigned and delivered, to the Company, free and clear of all Liens (other than Permitted Liens), and the Company will accept from Echo, shares of common stock of Echo Holdco representing the Echo Contributed Percentage of the issued and outstanding capital stock of Echo Holdco, subject to the terms and conditions of this Agreement (the “Echo Contribution”). In consideration of the Echo Contribution, the Company shall, at the Closing, Seller (A) issue Units to Echo representing a Membership Percentage equal to 30.0% $265,000,000 in cash, plus (before taking into account B) the Employee Pool), subject to adjustment as set forth herein, and Echo shall accept such Units, amount of the Estimated Adjustment ((A) and (B) admit Echo as a Membertogether, with the rights, powers, obligations and duties set forth in the LLC Agreement (the “Echo Membership ConsiderationEstimated Purchase Price”). , minus (iiC) Each outstanding and unexercised vested the Core Coinsurance Closing Adjustment minus (or vesting upon D) the AIT Merger Closing Adjustment (if the AIT Merger Closing is not taking place on the day of the Closing) Echo Holdco Option with an exercise price less than (excluding, for the Echo Per Share Purchase Price shall immediately avoidance of doubt, from each of (C) and automatically be forfeited and cancelled(D), and the Echo Optionholder thereof (a “Vested Optionholder”) shall be entitled to receive in exchange therefor (i) an amount interest components of the Echo Purchase Price definitions of these adjustments) plus (including any additional payments E) the amount, if any, required to be paid by Buyer to Seller pursuant to Section 2.03(a)) equal to such Vested Optionholder’s pro rata portion (based on such Vested Optionholder’s Echo Deemed Option Shares Outstanding) of the Total Echo Option Cash Amount and (ii) Echo Securities (with equivalent value to such vested (or vesting upon the Closing) Echo Holdco Options other than those Echo Holdco Options receiving a portion of the Echo Purchase Price in clause (i) above) subject to terms to be agreed upon by MCK, Echo and Echo Holdco. (iii) Each Echo Holdco Option (i) that was outstanding but unvested immediately prior to the Closing and (ii) that was outstanding and vested (or vesting upon the Closing) with an exercise price greater than or equal to the Echo Per Share Purchase Price, shall immediately and automatically be forfeited and cancelled and the Echo Optionholder thereof shall be entitled to receive in exchange thereof Echo Securities (with equivalent value to such Echo Holdco Options) subject to terms to be agreed upon by MCK, Echo and Echo Holdco. (iv) The Echo Shareholders shall sell to the Company, and the Company will purchase from the Echo Shareholders, free and clear of all Liens (other than Permitted Liens), shares of common stock of Echo Holdco (allocated among the Echo Shareholders as determined by Echo Holdco prior to Closing and set forth on the Estimated Echo Closing Statement) representing the Echo Purchase Price Percentage of the issued and outstanding capital stock of Echo Holdco, subject to the terms and conditions of this Agreement (the “Echo Holdco Share Transfer” and, together with the Echo Contribution, the “Echo Contributions and Transfers”). At the Closing, the Company shall deliver to the Echo Shareholders, as the aggregate purchase price for the shares transferred to the Company pursuant to the Echo Holdco Share Transfer and Vested Optionholders, an amount equal to the Echo Purchase Price2.12 hereof, in immediately available funds by wire transfer to accounts for the benefit an account of the Echo Seller with a bank in the United States New York City designated by the Echo Representative Seller, by notice to the CompanyBuyer, which notice shall be delivered not later than two Business Days prior to the Closing Date Date; (ii) Seller shall deliver to Buyer certificates for the Shares duly endorsed or accompanied by stock powers duly endorsed in blank, with any required transfer stamps affixed thereto; (iii) Seller, the Company and Buyer shall execute and deliver the Transition Services Agreement in substantially the form attached hereto as Exhibit F (the “Echo Holdco Sale Consideration” and, together with Transition Services Agreement”); (iv) Seller and the Echo Membership Consideration, Company shall execute and deliver the IP License Agreement in substantially the form attached hereto as Exhibit G (the “Echo Membership and Sale ConsiderationIP License Agreement”).; (v) MCK shall cause one or more of its wholly-owned, direct or indirect Subsidiaries (each, an “MCK Contributor”) to contribute, convey, transfer, assign and deliver, or cause to be contributed, conveyed, transferred, assigned and delivered, to the Company, free and clear of all Liens (other than Permitted Liens), and the Company will accept from the MCK Contributors, 100% of and FAFLIC shall execute and deliver the Core MTS Business (including Administrative Services Agreement substantially in the MCK Licensed Intellectual Property but excluding the MCK IPCo Owned Intellectual Property and the equity interests of certain MCK Contributed Entities form attached hereto as Exhibit J (the “MCK DRE Contributed EntitiesCore Administrative Services Agreement”)), subject ; (vi) the Company and FAFLIC shall execute and deliver the Non-Core Administrative Services Agreement in a form agreed to in good faith by the terms parties and conditions of this substantially modeled after the Core Administrative Services Agreement (the “Non-IP ContributionCore Administrative Services Agreement”). In consideration of the Non-IP Contribution, the Company shall, at the Closing, (i) issue Units to the MCK Contributors representing an aggregate Membership Percentage equal to the Non-IP Initial Percentage, subject to adjustment as set forth herein, and MCK shall cause the MCK Contributors to accept such Units, and (ii) admit each MCK Contributor as a Member, with the rights, powers, obligations and duties set forth in the LLC Agreement (the “Non-IP Membership Consideration”).; (vivii) MCK shall cause MCK IPCo to contributethe certificates, convey, transfer, assign opinions and deliver, or cause other documents and instruments to be contributed, conveyed, transferred, assigned delivered pursuant to Sections 9.02 and 9.03 hereof shall be delivered, to ; and (viii) a good standing certificate for the Company, free and clear certified by the Secretary of all Liens (other than Permitted Liens)State of Massachusetts, and the Company will accept from MCK IPCo, the MCK IPCo Owned Intellectual Property and the equity interests dated as of the MCK DRE Contributed Entities, subject to the terms and conditions of this Agreement (the “MCK IPCo Contribution” and, together with the Non-IP Contribution, the “MCK Contributions”). In consideration of the MCK IPCo Contribution, the Company shall, at the Closing, (i) issue Units to MCK IPCo representing a Membership Percentage equal to the MCK IPCo Initial Percentage, subject to adjustment as set forth herein, and MCK shall cause MCK IPCo to accept such Units, (ii) admit MCK IPCo as a Member, with the rights, powers, obligations and duties set forth in the LLC Agreement, and (iii) assume the MCK Promissory Note (the “IPCo Membership Consideration” and, together with the Non-IP Membership Consideration, the “MCK Membership Consideration”). On the Closing Date, the Company shall repay the MCK Promissory Note Principal Amount in full satisfaction thereof in immediately available funds by wire transfer to an account of MCK with a bank in New York City designated by MCK, by notice to the Company, which notice shall be delivered not later than two date within ten Business Days prior to the Closing Date (the “MCK Note Payment”)shall be delivered by Seller. (vii) Immediately after consummation of the Echo Contributions and Transfer and the MCK Contributions, the Company shall contribute all the assets and liabilities from the Echo Contributions and Transfer and the MCK Contributions to NewCo Intermediate Holdings, which in turn shall contribute all the assets and liabilities from the Echo Contributions and Transfer and the MCK Contributions to NewCo Holdings, in each case for which no additional equity interests of NewCo Intermediate Holdings or NewCo Holdings will be issued.