Common use of Buyer’s Deliveries Clause in Contracts

Buyer’s Deliveries. Alpine and Buyer shall deliver, or cause to be delivered, the following documents to Sellers at or before the Closing, all of which shall be in form and substance reasonably acceptable to Sellers and their counsel: (a) Immediately available funds by wire transfer in the amount of the Purchase Price; (b) The Warrant; (c) An opinion, dated the Closing Date, from Proskauer Rose LLP, counsel to Alpine and Buyer, in form and substance satisfactory to the Sellers and Buyer; (d) An executed counterpart of the instrument evidencing Buyer's assumption of the Assumed Liabilities in accordance with Section 2.1; (e) An executed counterpart of the Supply and Transitional Services Agreement, in form and substance reasonably satisfactory to Sellers and Buyer; (f) An executed counterpart of the Trademark License Agreement, in form and substance reasonably satisfactory to Sellers and Buyer; (g) An executed counterpart of the Amended and Restated Trademark License Agreement, in form and substance reasonably satisfactory to Sellers and Buyer; (h) An executed counterpart of a shareholders agreement relating to Electrical Sub among Buyer, Electrical Sub and SUT, in form and substance reasonably satisfactory to Sellers and Buyer; (i) An executed counterpart of the Termination or Assignment of Management Agreement, dated December , 1999, between SUT and Superior Cables Ltd., in form and substance reasonably satisfactory to Sellers and Buyer; (j) A completed Form III or Form IV (as defined in the Connecticut Transfer Act) executed by Buyer as the Certifying Party (as defined in the Connecticut Transfer Act) to the extent necessary and applicable to the Wallingford Property; (k) An executed counterpart of a non-exclusive, non-transferable, non-sublicensable patent license agreement in regard to the following patents: EP-1693A, EP-1731, EP-1693, EP-1809, EP-1841, EP-1844 and EP-1888, in form and substance reasonably satisfactory to Sellers and Buyer; and (l) Each other document required to be delivered to Sellers hereunder or that any of the Sellers may reasonably request in connection with the transactions contemplated hereby.

Buyer’s Deliveries. Alpine and Buyer shall deliver, or cause to be delivered, the following documents to Sellers at On or before the ClosingClosing Date, all of which Buyer shall be in form deliver to Seller, duly executed and substance reasonably acceptable to Sellers and their counselacknowledged where required: (a) Immediately available funds by wire transfer in the amount of the Purchase PriceThe Assignment and Assumption Agreement; (b) The WarrantBuyer's acceptance of its appointment as successor trustee or custodian, as applicable, as of the Effective Time, of the XXX, Xxxxx Plan and Employee Pension Plan deposit accounts included in the Deposits and its assumption of the fiduciary obligations of the trustee or custodian with respect thereto; (c) The Lease Assignments and such other instruments and documents as any landlord under a Lease may reasonably require as necessary or desirable for providing for the assumption by Buyer of such Lease, as applicable, each such instrument and document in the form and substance reasonably satisfactory to the parties hereto and dated as of the Closing Date; (d) An opinionOfficer's Certificate in form attached as Exhibit VIII hereto; (e) An opinion of Xxxxxxxx Xxxxxxxx, P.C., dated the Closing Date, from Proskauer Rose LLP, counsel to Alpine and Buyer, in form and substance satisfactory to the Sellers and Buyer; (d) An executed counterpart of the instrument evidencing Buyer's assumption of the Assumed Liabilities in accordance with Section 2.1; (e) An executed counterpart of the Supply and Transitional Services Agreement, in form and substance reasonably satisfactory to Sellers Seller, to the effect that (i) Buyer is duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation or incorporation, with full corporate power and authority to enter into and perform its obligations under this Agreement; and (ii) this Agreement and the other closing documents executed and delivered by Buyer have been duly and validly authorized, executed and delivered by Buyer;, and (assuming due authorization, execution and delivery by Seller) are legal, valid and binding obligation of Buyer, to the extent it is a party thereto, enforceable against Buyer in accordance with their respective terms, except as enforcement may be limited by receivership, conservatorship and supervisory powers of bank regulatory agencies generally as well as bankruptcy, insolvency, reorganization, moratorium or other laws of general applicability relating to or affecting creditors' rights, or the limiting effect of rules of law governing specific performance, equitable relief and other equitable remedies of the waiver of rights or remedies; and (f) An executed counterpart of the Trademark License Agreement, in form and substance reasonably satisfactory Such other documents as are necessary to Sellers and Buyer; (g) An executed counterpart of the Amended and Restated Trademark License Agreement, in form and substance reasonably satisfactory to Sellers and Buyer; (h) An executed counterpart of a shareholders agreement relating to Electrical Sub among Buyer, Electrical Sub and SUT, in form and substance reasonably satisfactory to Sellers and Buyer; (i) An executed counterpart of the Termination or Assignment of Management Agreement, dated December , 1999, between SUT and Superior Cables Ltd., in form and substance reasonably satisfactory to Sellers and Buyer; (j) A completed Form III or Form IV (as defined in the Connecticut Transfer Act) executed by Buyer as the Certifying Party (as defined in the Connecticut Transfer Act) to the extent necessary and applicable to the Wallingford Property; (k) An executed counterpart of a non-exclusive, non-transferable, non-sublicensable patent license agreement in regard to the following patents: EP-1693A, EP-1731, EP-1693, EP-1809, EP-1841, EP-1844 and EP-1888, in form and substance reasonably satisfactory to Sellers and Buyer; and (l) Each other document required to be delivered to Sellers hereunder or that any of the Sellers may reasonably request in connection with effect the transactions contemplated herebyhereby as Seller shall reasonably request.

Buyer’s Deliveries. Alpine Subject to satisfaction or (if permissible) waiver of the other conditions set forth in Article 9 and Buyer shall deliverArticle 10, or cause to be delivered, the following documents to Sellers at or before the Closing, Buyer shall deliver (and/or cause one or more of its Affiliates or Buyer Designees to deliver): (a) to Sellers, cash required by Section 3.1(a) (as may be adjusted pursuant to Section 3.1), to the Trustee on behalf of the Wind Down Trust; (b) to Sellers, the Assumption Agreement, duly executed by Buyer and/or the Buyer Designees, as applicable; (c) to Sellers, the Alabama Contract Mining Agreement, duly executed by Buyer and/or the Buyer Designees, as applicable; (d) to Sellers, the Transition Services Agreement, duly executed by Buyer and/or the Buyer Designees, as applicable; (e) to Sellers, each other Transaction Document to which Buyer or a Buyer Designee is a party, duly executed by Buyer or such Buyer Designee, as applicable; (f) to Sellers, the certificates of Buyer to be received by Sellers pursuant to Sections 10.1 and 10.2; (g) to Sellers, releases and termination statements sufficient for Buyer to receive the Acquired Assets free and clear of all of which shall be Encumbrances (other than Permitted Encumbrances); (h) to Sellers, a Waiver, duly executed by Buyer or any Buyer Designee, as applicable; (i) to Sellers, a payoff letter, release letter or other similar document, duly executed by Buyer and the other applicable parties, regarding the Credit Bid and Release; (j) to Sellers, evidence, in form and substance reasonably acceptable to Sellers and their counsel: (a) Immediately available funds by wire transfer in the amount Sellers, of receipt of the Purchase PriceAlabama Mining License; (bk) The Warrant; (c) An opinionto Sellers, dated the Closing Date, from Proskauer Rose LLP, counsel to Alpine and Buyer, in form and substance satisfactory to the Sellers and Buyer; (d) An executed counterpart of the instrument evidencing Buyer's assumption of the Assumed Liabilities in accordance with Section 2.1; (e) An executed counterpart of the Supply and Transitional Services Agreementevidence, in form and substance reasonably satisfactory acceptable to Sellers Sellers, that one or more credit bids have been properly authorized with respect to the First Lien Obligations on behalf of Buyer in payment of, in the aggregate, all of the Purchase Price as set forth in Section 3.1 (other than the Assumed Liabilities and Buyerthe cash portion of the Purchase Price) has been authorized; (fl) An executed counterpart of the Trademark License Agreementto Sellers, in form and substance evidence reasonably satisfactory to Sellers and Buyer; (g) An executed counterpart of performance of the Amended and Restated Trademark License Agreementmatters required to be performed prior to, by, or as of, the Closing Date in form and substance reasonably satisfactory to Sellers and Buyer; (h) An executed counterpart of a shareholders agreement relating to Electrical Sub among Buyer, Electrical Sub and SUT, in form and substance reasonably satisfactory to Sellers and Buyer; (i) An executed counterpart of the Termination or Assignment of Management Agreement, dated December , 1999, between SUT and Superior Cables Ltd., in form and substance reasonably satisfactory to Sellers and Buyer; (j) A completed Form III or Form IV (as defined in the Connecticut Transfer Act) executed by Buyer as the Certifying Party (as defined in the Connecticut Transfer Act) to the extent necessary and applicable to the Wallingford Property; (k) An executed counterpart of a non-exclusive, non-transferable, non-sublicensable patent license agreement in regard to the following patents: EP-1693A, EP-1731, EP-1693, EP-1809, EP-1841, EP-1844 and EP-1888, in form and substance reasonably satisfactory to Sellers and BuyerSection 7.9; and (lm) Each to Sellers, such other document required to be delivered to Sellers hereunder or that any of the documents as Sellers may reasonably request in connection with that are customary for a transaction of this nature and necessary to evidence or consummate the transactions contemplated herebyby this Agreement. (n) to the applicable Trustee, a cash amount equal to the Estate Retained Professional Fees Trust Amount; (o) to the applicable Trustee, a cash amount equal to the Payroll Trust Amount; (p) to the applicable Trustee, a cash amount equal to the Wind Down Trust Amount; and (q) to the applicable Trustee, a cash amount equal to the Xxxxxx Xxxx Trust Amount, if the Xxxxxx Xxxx Election or the Pre-Closing Xxxxxx Xxxx Election is made and, in any event, the sale of the Xxxxxx Xxxx Assets to a Successful Bidder or Backup Bidder for the Xxxxxx Xxxx Assets does not close.

Buyer’s Deliveries. Alpine and (a) On the Effective Date, Buyer shall deliver, deliver or cause to be delivereddelivered to Seller Representative, an executed counterpart to this Agreement. (b) At Closing, Buyer shall deliver or cause to be delivered to Seller Representative or such other party as indicated below, the following documents following: (i) The Net Closing Proceeds to Sellers at or before be distributed by Buyer to Shareholders on behalf of Seller, in accordance with their Sharing Percentage and the Closingother instructions set forth in the Closing Statement; (ii) The Note, all duly executed by Buyer; (iii) A guaranty of which shall be the Note, duly executed by American CareSource Holdings, Inc., in form and substance reasonably acceptable to Sellers and their counsel:Seller; (aiv) Immediately available funds A counterpart to the Escrow Agreement; (v) The amount set forth in the Closing Statement to be distributed to the creditors, service providers, brokers and other third parties, by wire transfer of immediately available funds in accordance with the instructions set forth in the amount of the Purchase PriceClosing Statement; (bvi) The WarrantA counterpart to the Closing Statement; (cvii) An opinion, dated A counterpart to each of the Closing Date, from Proskauer Rose LLP, counsel to Alpine and Buyer, in form and substance satisfactory Service Agreements; (viii) A counterpart to the Sellers Assumed Contracts Assignment Agreement; (ix) A counterpart to the Lease Assumption Agreements; (x) A counterpart to a new lease agreement between Buyer and Seamist relating to the Porters Neck Center. (xi) A counterpart to the Restrictive Covenant Agreements; (xii) A Closing Certificate; (xiii) A certified copy of the certificate of formation of Buyer issued by the Delaware Secretary of State, together with copies of the Buyer’s operating agreement and any other governance document of Buyer; (d) An executed counterpart of the instrument evidencing Buyer's assumption of the Assumed Liabilities in accordance with Section 2.1; (e) An executed counterpart of the Supply and Transitional Services Agreement, in form and substance reasonably satisfactory to Sellers and Buyer; (f) An executed counterpart of the Trademark License Agreement, in form and substance reasonably satisfactory to Sellers and Buyer; (g) An executed counterpart of the Amended and Restated Trademark License Agreement, in form and substance reasonably satisfactory to Sellers and Buyer; (h) An executed counterpart of a shareholders agreement relating to Electrical Sub among Buyer, Electrical Sub and SUT, in form and substance reasonably satisfactory to Sellers and Buyer; (i) An executed counterpart of the Termination or Assignment of Management Agreement, dated December , 1999, between SUT and Superior Cables Ltd., in form and substance reasonably satisfactory to Sellers and Buyer; (jxiv) A completed Form III or Form IV (as defined in the Connecticut Transfer Act) executed by certificate of good standing of Buyer as the Certifying Party (as defined in the Connecticut Transfer Act) issued not earlier than ten days prior to the extent necessary and applicable to Closing Date by the Wallingford Property; (k) An executed counterpart Delaware Secretary of a non-exclusive, non-transferable, non-sublicensable patent license agreement in regard to the following patents: EP-1693A, EP-1731, EP-1693, EP-1809, EP-1841, EP-1844 and EP-1888, in form and substance reasonably satisfactory to Sellers and BuyerState; and (lxv) Each Copies of such officers’ certificates, good standing certificates, corporate approval documents, incumbency certificates and other document required to be delivered to Sellers hereunder or that any of the Sellers customary closing documents as Seller may reasonably request in connection with the transactions contemplated herebyrequest.

Buyer’s Deliveries. Alpine and Buyer shall deliver, or cause to be delivered, the following documents to Sellers at or before At the Closing, all of which shall be in form Buyer will duly execute, if applicable, and substance reasonably acceptable deliver to Sellers and their counselSeller: (ai) Immediately available funds by wire transfer The NBEV Shares, issued electronically to an account or accounts in the amount name of the Purchase PriceSeller and its designees; (bii) The WarrantRegistration Rights Agreement, duly executed by Buyer; (ciii) An opinionthe executed counterpart signature page of Buyer to the Assignment and Assumption Agreement such other documents and other instruments of assumption as may be reasonably requested by Seller to effect Buyer’s assumption of the Assumed Liabilities, dated the Closing Date, from Proskauer Rose LLP, counsel to Alpine and Buyer, each in form and substance satisfactory to Buyer and Seller, dated the Sellers Closing Date and duly executed by Buyer; (div) An a legal opinion, dated the Closing Date and addressed to Seller and any other parties to whom the NBEV Shares are issued at Closing, executed counterpart of by counsel to the instrument evidencing Buyer's assumption of the Assumed Liabilities in accordance with Section 2.1; (e) An executed counterpart of the Supply and Transitional Services Agreement, Buyer in form and substance reasonably satisfactory acceptable to Sellers Seller that, among other things, the NBEV Shares have been duly and Buyervalidly authorized by all necessary corporate action on the part of the Buyer and have been validly issued and fully paid and are nonassessable. (v) a certificate, dated as of the Closing Date and executed by an executive officer of Seller, certifying as to the fulfillment of the conditions set forth in Sections 8.2(b) and (c); (fvi) An executed counterpart a certificate, dated as of the Trademark License AgreementClosing Date and executed by the secretary of Buyer, in form certifying as to (A) (1) the certificate of incorporation and substance reasonably satisfactory bylaws of the Buyer and (2) certificates of good standing of the Buyer of the jurisdiction of the Buyer’s incorporation certified not later than ten (10) days prior to Sellers the Closing Date by the Secretary of State of such jurisdiction, (B) resolutions of the board of directors of Buyer authorizing and Buyerapproving the execution, delivery and performance by the Buyer of this Agreement and any other Transaction Documents to which the Buyer is a party, and (C) the incumbency and signatures of the officers of the buyer executing this Agreement and any Transaction Documents to which the Buyer is a party; (gvii) An executed counterpart a termination of the Amended and Restated Trademark License Agreement, in form and substance reasonably satisfactory to Sellers and Buyer; (h) An executed counterpart of a shareholders agreement relating to Electrical Sub among Buyer, Electrical Sub and SUT, in form and substance reasonably satisfactory to Sellers and Buyer; (i) An executed counterpart of the Termination or Assignment of Management Agreement, dated December , 1999, between SUT and Superior Cables Ltd., in form and substance reasonably satisfactory to Sellers and Buyer; (j) A completed Form III or Form IV (as defined in the Connecticut Transfer Act) duly executed by Buyer as the Certifying Party (as defined in the Connecticut Transfer Act) to the extent necessary and applicable to the Wallingford Property; (k) An executed counterpart of a non-exclusive, non-transferable, non-sublicensable patent license agreement in regard to the following patents: EP-1693A, EP-1731, EP-1693, EP-1809, EP-1841, EP-1844 and EP-1888, in form and substance reasonably satisfactory to Sellers and Buyer; and (lviii) Each such other document required documents as may be reasonably requested by Seller to be delivered to Sellers hereunder or that any of the Sellers may reasonably request in connection with effect the transactions contemplated herebyby this Agreement.

Buyer’s Deliveries. Alpine (a) At Closing, the Escrow Agent shall cause $10,000,000 of the Deposit (the “Initial Indemnity Escrow Fund”) to be transferred to the escrow account established pursuant to the Indemnity Escrow Agreement (the “Indemnity Escrow Account”) and Buyer and Seller shall delivertake all action required to cause such delivery of such portion of the Deposit to the Indemnity Escrow Account on the Closing Date and the Indemnity Escrow Funds shall become and shall continue to be held by the Escrow Agent and released in accordance with the provisions of Article 14 of this Agreement and the Indemnity Escrow Agreement; (b) At Closing, (i) the Escrow Agent shall pay to Seller the excess of the Deposit minus the Initial Indemnity Escrow Fund in accordance with the terms of the Master Escrow Agreement and the Purchase Notice, by wire transfer of immediately available funds to a bank account designated by Seller in writing (the “Seller’s Account”) and each of Buyer and Seller shall take all action required to cause such delivery of such portion of the Deposit to Seller on the Closing Date to occur and (ii) subject only to adjustment in accordance with Section 11.4, Buyer shall pay to Seller an amount equal to (x) the Purchase Price, minus (y) the Deposit, minus (z) the Deferred Fee Amount by wire transfer of immediately available funds to the Seller’s Account; provided that Seller shall have the right, but not the obligation, to pay, or cause to be deliveredpaid, the following documents to Sellers at or before the Closing, all any secured creditor any portion of which shall be in form and substance reasonably acceptable to Sellers and their counsel: (a) Immediately available funds by wire transfer in the amount payable to Seller pursuant to this Section 3.3(b) and Seller shall comply with any orders of the Purchase Price; (b) The WarrantBankruptcy Court regarding the payment and/or allocation of such amount or other amounts payable hereunder or under the Ancillary Agreements; (c) An opinionAt or prior to Closing, dated Buyer shall deliver the Closing Date, from Proskauer Rose LLP, counsel to Alpine and Buyer, in form and substance satisfactory to following documents consistent with the Sellers and Buyer; (d) An executed counterpart terms of the instrument evidencing Buyer's assumption of the Assumed Liabilities in accordance with Section 2.1; (e) An executed counterpart of the Supply and Transitional Services this Agreement, in form and substance reasonably satisfactory to Sellers and Buyer; (f) An executed counterpart of the Trademark License Agreement, in form and substance reasonably satisfactory to Sellers and Buyer; (g) An executed counterpart of the Amended and Restated Trademark License Agreement, in form and substance reasonably satisfactory to Sellers and Buyer; (h) An executed counterpart of a shareholders agreement relating to Electrical Sub among Buyer, Electrical Sub and SUT, in form and substance reasonably satisfactory to Sellers and Buyer; (i) An executed counterpart of the Termination or Assignment of Management Main Line Fill Purchase Agreement, dated December , 1999, between SUT duly executed by Buyer and Superior Cables Ltd., in the form and substance reasonably satisfactory to Sellers and Buyerof Exhibit A-1 hereto; (jii) A completed Form III or Form IV (as defined in the Connecticut Transfer Act) Spur Line Fill Purchase Agreement, duly executed by Buyer as the Certifying Party (as defined and in the Connecticut Transfer Act) to the extent necessary and applicable to the Wallingford Propertyform of Exhibit A-2 hereto; (kiii) An an assignment and assumption agreement, duly executed counterpart by Buyer, in the form of a non-exclusive, non-transferable, non-sublicensable patent license agreement in Exhibit B-2 hereto; (iv) one or more assignment and assumption agreements with regard to the following patents: EP-1693AReal Property Easements, EP-1731duly executed by Buyer and in the form of Exhibit B-3 hereto, EP-1693as modified as necessary to meet the filing requirements for each recording jurisdiction; (v) an assignment and assumption agreement with regard to the Real Property Leases, EP-1809duly executed by Buyer and in the form of Exhibit B-4 hereto, EP-1841as modified as necessary to meet the filing requirements for each recording jurisdiction; (vi) an assignment and assumption agreement with regard to the Real Property Licenses duly executed by Buyer and in the form of Exhibit B-5 hereto, EP-1844 as modified as necessary to meet the filing requirements for each recording jurisdiction; (vii) a secretary’s certificate certifying as to the resolutions of Buyer approving and EP-1888, authorizing this Agreement and the transactions contemplated by this Agreement and in the form of Exhibit B-9 hereto; (viii) each of the Additional Asset Conveyance Documents and substance reasonably satisfactory to Sellers and BuyerAdditional Liabilities Assumption Documents; and (lix) Each other document required to be delivered to Sellers hereunder or that any of the Sellers may reasonably request in connection with the transactions contemplated herebyIndemnity Escrow Agreement.

Buyer’s Deliveries. Alpine and On or before the Proration Date, Buyer shall deliver, deliver or cause to be delivereddelivered into escrow the following, each duly acknowledged and executed by Buyer, as appropriate: (a) the following documents funds required to Sellers close the transaction pursuant to Section 2.2 as adjusted for all deductions, additions, prorations and credits provided for in this Agreement; (b) the Assignment, which agreement shall include an assumption by Buyer of Seller's obligation to refund any advance deposits with respect to any canceled guest reservations for which Buyer received a credit at or before the Closing, all pursuant to the terms of said reservations; (c) the Mutual Easement Agreement and the Restaurant CC&Rs to the extent that such agreements are to be executed by Buyer and Seller and recorded at Closing as provided in Section 4.3(b); (d) a closing statement setting forth the prorations and adjustments to the Purchase Price pursuant to Article 8; (e) such evidence of the authority of Buyer to consummate the transaction contemplated hereby as may be reasonably requested by Seller or the Title Company, including without limitation, certified copies of the organization documents of Buyer, and Buyer's resolutions authorizing the execution and performance of this Agreement, and confirming the indemnity obligation of Buyer as provided in Section 13.17; (f) an escrow instruction letter in a form mutually acceptable to Buyer and Seller, instructing Escrow Holder of the terms and conditions upon which shall be to proceed to close the transaction contemplated hereby; (g) the affidavit required by the last paragraph of Section 10.2; and (h) an opinion from Buyer's legal counsel, in form and substance reasonably acceptable to Sellers Seller and their Seller's legal counsel: (a) Immediately available funds by wire transfer in , relating to the amount due organization and good standing of Buyer, and the due authorization, execution and delivery of the Purchase Price; (b) The Warrant; (c) An opinion, dated the Closing Date, from Proskauer Rose LLP, counsel to Alpine and closing documents by Buyer, in form and substance satisfactory to the Sellers and Buyer; (d) An executed counterpart of the instrument evidencing Buyer's assumption of the Assumed Liabilities in accordance with Section 2.1; (e) An executed counterpart of the Supply and Transitional Services Agreement, in form and substance reasonably satisfactory to Sellers and Buyer; (f) An executed counterpart of the Trademark License Agreement, in form and substance reasonably satisfactory to Sellers and Buyer; (g) An executed counterpart of the Amended and Restated Trademark License Agreement, in form and substance reasonably satisfactory to Sellers and Buyer; (h) An executed counterpart of a shareholders agreement relating to Electrical Sub among Buyer, Electrical Sub and SUT, in form and substance reasonably satisfactory to Sellers and Buyer; (i) An executed counterpart of the Termination or Assignment of Management Agreement, dated December , 1999, between SUT and Superior Cables Ltd., in form and substance reasonably satisfactory to Sellers and Buyer; (j) A completed Form III or Form IV (as defined in the Connecticut Transfer Act) executed by Buyer as the Certifying Party (as defined in the Connecticut Transfer Act) to the extent necessary and applicable to the Wallingford Property; (k) An executed counterpart of a non-exclusive, non-transferable, non-sublicensable patent license agreement in regard to the following patents: EP-1693A, EP-1731, EP-1693, EP-1809, EP-1841, EP-1844 and EP-1888, in form and substance reasonably satisfactory to Sellers and Buyer; and (l) Each other document required to be delivered to Sellers hereunder or that any of the Sellers may reasonably request in connection with the transactions contemplated hereby.

Buyer’s Deliveries. Alpine and Buyer shall deliver, or cause to be delivered, the following documents to Sellers at or before the Closing, all of which shall be in form and substance reasonably acceptable to Sellers and their counsel: (a) Immediately available funds by wire transfer in the amount of the Purchase Price; (b) The Warrant; (c) An opinion, dated the Closing Date, from Proskauer Rose LLP, counsel to Alpine and Buyer, in form and substance satisfactory to the Sellers and Buyer; (d) An executed counterpart of the instrument evidencing Buyer's assumption of the Assumed Liabilities in accordance with Section 2.1; (e) An executed counterpart of the Supply and Transitional Services Agreement, in form and substance reasonably satisfactory to Sellers and Buyer; (f) An executed counterpart of the Trademark License Agreement, in form and substance reasonably satisfactory to Sellers and Buyer; (g) An executed counterpart of the Amended and Restated Trademark License Agreement, in form and substance reasonably satisfactory to Sellers and Buyer; (h) An executed counterpart of a shareholders agreement relating to Electrical Sub among Buyer, Electrical Sub and SUT, in form and substance reasonably satisfactory to Sellers and Buyer; (i) An executed counterpart of the Termination or Assignment of Management Agreement, dated December , 1999, between SUT and Superior Cables Ltd., in form and substance reasonably satisfactory to Sellers and Buyer; (j) A completed Form III or Form IV (as defined in the Connecticut Transfer Act) executed by Buyer as the Certifying Party (as defined in the Connecticut Transfer Act) to the extent necessary and applicable to the Wallingford Property; (k) An executed counterpart of a non-exclusive, non-transferable, non-sublicensable patent license agreement in regard to the following patents: EP-1693A, EP-1731, EP-1693, EP-1809, EP-1841, EP-1844 and EP-1888, in form and substance reasonably satisfactory to Sellers and Buyer; and (l) Each other document required to be delivered to Sellers hereunder or that any of the Sellers may reasonably request in connection with the transactions contemplated hereby.. ARTICLE

Buyer’s Deliveries. Alpine and Buyer shall deliver, or cause to be delivered, the following documents to Sellers at or before At the Closing, all of which Buyer shall be in form and substance reasonably acceptable to Sellers and their counseldeliver the following: (ai) Immediately available funds by wire transfer Copies of all consents, approvals, waivers and authorizations referred to in the amount Section 5.02 of this Agreement or in Section 5.02 of the Purchase PriceBuyer Disclosure Schedules; (bii) The Warrant; (c) An opinion, dated the Closing Date, from Proskauer Rose LLP, counsel to Alpine and Buyer, in form and substance satisfactory to the Sellers and Escrow Agreement duly executed by Buyer; (diii) An A Management Services Agreement with each Company in substantially the form attached hereto as Exhibit E, duly executed counterpart of by the instrument evidencing Buyer's assumption of the Assumed Liabilities in accordance with Section 2.1Manager; (eiv) An A Second Amended and Restated Operating Agreement of RHMT, LLC duly executed counterpart by Buyer; (v) A Third Amended and Restated Operating Agreement of Deep Thought, LLC duly executed by Buyer; (vi) A Third Amended and Restated Operating Agreement of Xxxxxx Street, LLC duly executed by Buyer; (vii) All other documents, instruments, and certificates required to be delivered to the Supply and Transitional Services AgreementSellers at Closing, or that the Sellers may reasonably request, in form and substance reasonably satisfactory to the Sellers and Buyertheir counsel. (viii) Buyer shall pay in cash, without duplication, the following amounts: (1) To each lender identified on the Closing Indebtedness Schedule, the amount due and payable to such lender as set forth in the Debt Payoff Letters; (f2) An executed counterpart To each person identified on the Company Transaction Expense Schedule, the amount of Company Transaction Expenses due and payable to such Person as of the Trademark License Agreement, in form and substance reasonably satisfactory to Sellers and BuyerClosing Date as identified on such schedule; (g3) An executed counterpart of To the Amended Escrow Agent, the Sellers’ Contribution to Escrow and Restated Trademark License Agreement, in form and substance reasonably satisfactory to Sellers and Buyer; (h) An executed counterpart of a shareholders agreement relating to Electrical Sub among Buyer, Electrical Sub and SUT, in form and substance reasonably satisfactory to Sellers and Buyer; (i) An executed counterpart of the Termination or Assignment of Management Agreement, dated December , 1999, between SUT and Superior Cables Ltd., in form and substance reasonably satisfactory to Sellers and Buyer; (j) A completed Form III or Form IV (as defined in the Connecticut Transfer Act) executed by Buyer as the Certifying Party (as defined in the Connecticut Transfer Act) to the extent necessary and applicable to the Wallingford Property; (k) An executed counterpart of a non-exclusive, non-transferable, non-sublicensable patent license agreement in regard to the following patents: EP-1693A, EP-1731, EP-1693, EP-1809, EP-1841, EP-1844 and EP-1888, in form and substance reasonably satisfactory to Sellers and BuyerEscrow Agent Fee; and (l4) Each other document required To each Seller, their pro rata portion of Closing Date Proceeds, by wire transfer of immediately available funds pursuant to be written wiring instructions provided by Sellers to Buyer prior to the Closing, and as set forth in a Closing Date Funds Flow executed by Sellers and delivered to Buyer no less than three (3) business days prior to the Closing Date. For each Company, “Closing Date Proceeds” available to distribute to the Sellers hereunder or that any of such Company will equal: the Cash Consideration, multiplied by such Company’s percentage of Purchase Price set forth on Exhibit A, minus Sellers’ Contribution to Escrow, multiplied by such Company’s Percentage of Escrow set forth on Exhibit A, minus 50% of the Sellers may reasonably request in connection with Escrow Agent Fee, multiplied by such Company’s percentage of Purchase Price, plus (or minus, if negative) the transactions contemplated herebyCompany’s Estimated Closing Adjustment, minus Company Transaction Expenses, minus the Company’s Closing Indebtedness (such amount, for each Company, its “Closing Date Proceeds”).

Buyer’s Deliveries. Alpine and At or before 11:00 AM, Local Time on the scheduled date of the Close of Escrow, Buyer shall deliver, deliver or cause to be delivereddelivered to Escrow Holder: 10.2.1 A counterpart of each Assignment and Assumption of Leases and Contracts; 10.2.2 A counterpart of each General Assignment; 10.2.3 Such proof of Buyer’s authority and authorization to enter into this Restated Agreement and the transactions contemplated hereby, and such proof of the following power and authority of the individual(s) executing and/or delivering any instruments, documents or certificates on behalf of Buyer to Sellers at act for and bind Buyer, as may be reasonably required by Title Company; and 10.2.4 A Novation Agreement for each Government Lease signed by Buyer in the form attached hereto as Exhibit I. The parties hereto shall jointly deposit any required transfer declarations or before the Closingdeclarations of value and appropriate closing statements, and Seller shall deliver State form 593-C, all of which shall be in form and substance reasonably acceptable to Sellers and their counsel: (a) Immediately available funds by wire transfer in the amount of the Purchase Price; (b) The Warrant; (c) An opinion, dated the Closing Date, from Proskauer Rose LLP, counsel to Alpine and Buyer, in form and substance satisfactory to the Sellers and Buyer; (d) An executed counterpart of the instrument evidencing Buyer's assumption of the Assumed Liabilities in accordance with Section 2.1; (e) An executed counterpart of the Supply and Transitional Services Agreement, in form and substance reasonably satisfactory to Sellers and Buyer; (f) An executed counterpart of the Trademark License Agreement, in form and substance reasonably satisfactory to Sellers and Buyer; (g) An executed counterpart of the Amended and Restated Trademark License Agreement, in form and substance reasonably satisfactory to Sellers and Buyer; (h) An executed counterpart of a shareholders agreement relating to Electrical Sub among Buyer, Electrical Sub and SUT, in form and substance reasonably satisfactory to Sellers and Buyer; (i) An executed counterpart of the Termination or Assignment of Management Agreement, dated December , 1999, between SUT and Superior Cables Ltd., in form and substance reasonably satisfactory to Sellers and Buyer; (j) A completed Form III or Form IV (as defined in the Connecticut Transfer Act) executed by Buyer as the Certifying Party (as defined in the Connecticut Transfer Act) to the extent necessary reasonably requested by Escrow Holder. Seller shall also deliver to Buyer at Closing originals of the Leases, Service Contracts, warranties, guaranties, licenses and applicable to permits (and copies if originals are not in the Wallingford Property; (k) An executed counterpart possession of a Seller or Seller’s agents), including, without limitation, any warranties covering the roof or any other part of the Improvements, and any correspondence with respect thereto, together with such non-exclusiveproprietary leasing and property manuals, non-transferable, non-sublicensable patent license agreement in regard to the following patents: EP-1693A, EP-1731, EP-1693, EP-1809, EP-1841, EP-1844 files and EP-1888, in form and substance reasonably satisfactory to Sellers and Buyer; and (l) Each other document required to be delivered to Sellers hereunder or that any of the Sellers may reasonably request records which are material in connection with the transactions contemplated herebycontinued operation, leasing and maintenance of the Property; all keys, combinations and codes to all locks on each Property; the books and records for each Property; originals (or copies if the original is not available) of all warranties and guaranties relating to such Property; and copies of all plans drawings, specifications, surveys and other technical descriptions for each Property. Buyer shall deliver all sums that Buyer is required to deliver to Escrow Holder pursuant to Sections 2, 3, 11 and 12 in order to close Escrow to Escrow Holder by 1:00 PM Pacific Time on the date of the Close of Escrow, so long as no Seller default shall exist. Possession of the Properties shall be delivered to Buyer upon Close of Escrow, subject to all tenants in possession under the Leases.

Buyer’s Deliveries. Alpine and At the Closing, Buyer shall deliver, or cause to be delivered, to Sellers each of the following documents to Sellers at or before items (the Closing, receipt of all of which shall be in form and substance reasonably acceptable are conditions precedent to the obligation of Sellers and their counsel:to close the transactions contemplated hereby): (a) Immediately available funds by wire transfer the payment of the Closing Date Payment as specified in Section 3.3 accompanied with payment of the Inventory Price as specified in the amount of the Purchase PriceInventory Valuation Procedure attached as Exhibit 2.2(b); (b) The Warrant;a duly executed Conveyance of Rights of Way, substantially in the form attached hereto as Exhibit 5.2(b), dated as of the Closing Date. (c) An opiniona duly executed Assignment of Partnership Interest, substantially in the form attached hereto as Exhibit 5.2(c), dated as of the Closing Date, from Proskauer Rose LLP, counsel to Alpine and Buyer, in form and substance satisfactory to the Sellers and Buyer;. (d) An a duly executed counterpart Bxxx of Sale, substantially in the form attached hereto as Exhibit 5.2(d), dated as of the instrument evidencing Buyer's assumption of the Assumed Liabilities in accordance with Section 2.1Closing Date; (e) An a duly executed counterpart Assignment and Assumption of Contracts, substantially in the form attached hereto as Exhibit 5.2(e), dated as of the Supply and Transitional Services Agreement, in form and substance reasonably satisfactory to Sellers and BuyerClosing Date; (f) An a duly executed counterpart Refinery Option, substantially in the form attached hereto as Exhibit 5.2(f), dated as of the Trademark License Agreement, in form and substance reasonably satisfactory to Sellers and BuyerClosing Date; (g) An a duly executed counterpart Memorandum of Option for recording purposes related to the Refinery Option, substantially in the form attached hereto as Exhibit 5.2(g), dated as of the Amended and Restated Trademark License Agreement, in form and substance reasonably satisfactory to Sellers and BuyerClosing Date; (h) An a duly executed counterpart Domain Name Assignment Agreement and Release, substantially in the form attached hereto as Exhibit 5.2(l), dated as of a shareholders agreement relating to Electrical Sub among Buyer, Electrical Sub and SUT, in form and substance reasonably satisfactory to Sellers and Buyerthe Closing Date; (i) An a duly executed counterpart Non-Competition Agreement, substantially in the form attached hereto as Exhibit 5.2(n), dated as of the Termination or Assignment of Management Agreement, dated December , 1999, between SUT and Superior Cables Ltd., in form and substance reasonably satisfactory to Sellers and BuyerClosing Date; (j) A completed Form III or Form IV (as defined a duly executed Non-Solicitation Agreement, substantially in the Connecticut Transfer Act) executed by Buyer form attached hereto as Exhibit 5.2(o), dated as of the Certifying Party (as defined in the Connecticut Transfer Act) to the extent necessary and applicable to the Wallingford PropertyClosing Date; (k) An a duly executed counterpart Transition Services Agreement, substantially in the form attached hereto as Exhibit 5.2(p), dated as of the Closing Date; (l) a non-exclusiveduly executed Building Lease Agreement, non-transferablesubstantially in the form attached hereto as Exhibit 5.2(s); (m) a duly executed Pipeline Easement Agreement, non-sublicensable patent license agreement substantially in regard the form attached hereto as Exhibit 5.2(t); (n) a duly executed Refinery Access Agreement, substantially in the form attached hereto as Exhibit 5.2(u); (o) a duly executed Easement Agreement, substantially in the form attached hereto as Exhibit 5.2(v); (p) a duly executed Environmental Services Agreement, substantially in the form attached hereto as Exhibit 5.2(w); (q) a duly executed Trademark Assignment, substantially in the form attached hereto as Exhibit 5.2(x); (r) a duly executed Trademark License Agreement, substantially in the form attached hereto as Exhibit 19.4(a); (s) written consents from all persons, entities, Governmental Authorities and regulatory bodies whose consent to the following patents: EP-1693Atransactions contemplated herein is required; (t) a certificate, EP-1731dated as of the Closing Date and duly executed by an authorized officer of Buyer, EP-1693certifying as to the fulfillment by Buyer of the conditions set forth in Section 5.1(a) required to be satisfied by Buyer; (u) an incumbency certificate, EP-1809dated as of the Closing Date and duly executed by the Secretary or Assistant Secretary of Buyer, EP-1841certifying the incumbency and attesting to the due appointment and authorization of the individuals signing, EP-1844 on behalf of Buyer, this Agreement and EP-1888the Related Agreements; (v) copies of the resolutions of Buyer, certified as being correct and complete and then in full force and effect, authorizing the execution of this Agreement and the Related Agreements to which it is a party and the consummation of the transactions contemplated under this Agreement and the Related Agreements to which it is a party (in each case to the extent required by such Buyer’s Organizational Documents); (w) a short-form Good Standing Certificate issued by the Secretary of State for the State of Delaware in respect of Buyer and dated within ten (10) days of the Closing Date; (x) a resale certificate and any other certificates or instruments necessary for the sale and transfer of the Purchased Inventory free of any sales, excise or use Taxes of any Governmental Authority, all to be in form and substance reasonably satisfactory to Sellers and BuyerSellers; and (ly) Each any other document required documents, instruments or agreements contemplated hereby or reasonably necessary or appropriate to be delivered to Sellers hereunder or that any of the Sellers may reasonably request in connection with consummate the transactions contemplated hereby.

Buyer’s Deliveries. Alpine and Buyer shall deliver, At the Closing Date (or cause to be delivered, the following documents to Sellers at or before the Closing, all of which shall be in form and substance reasonably acceptable to Sellers and their counsel: (a) Immediately available funds by wire transfer in the amount of the Purchase Price; (b) The Warrant; (c) An opinion, dated the Delayed Rig Closing Date, from Proskauer Rose LLPas applicable), counsel Buyer shall deliver to Alpine and Buyer, in form and substance satisfactory to the Sellers and Buyer; (d) An executed counterpart of the instrument evidencing Buyer's assumption of the Assumed Liabilities in accordance with Section 2.1; (e) An executed counterpart of the Supply and Transitional Services Agreement, in form and substance reasonably satisfactory to Sellers and Buyer; (f) An executed counterpart of the Trademark License Agreement, in form and substance reasonably satisfactory to Sellers and Buyer; (g) An executed counterpart of the Amended and Restated Trademark License Agreement, in form and substance reasonably satisfactory to Sellers and Buyer; (h) An executed counterpart of a shareholders agreement relating to Electrical Sub among Buyer, Electrical Sub and SUT, in form and substance reasonably satisfactory to Sellers and Buyer;Seller Parent: (i) An executed counterpart of the Termination Closing Payment or Assignment of Management AgreementDelayed Rig Closing Payment, dated December , 1999, between SUT and Superior Cables Ltd., in form and substance reasonably satisfactory to Sellers and Buyeras applicable; (jii) A completed Form III Two (2) original executed Protocols of Delivery and Acceptance for each Rig (or Form IV (the Delayed Rig, as defined applicable), substantially in the Connecticut Transfer Act) form attached as Exhibit K duly executed by Buyer as and the Certifying Party (as defined in the Connecticut Transfer Act) to the extent necessary and applicable to the Wallingford Propertyrelevant Designated Affiliate; (kiii) An Joint escrow instructions executed counterpart by Buyer instructing the Escrow Agent to release the Allocable Share of the Deposit (or the Deposit Balance, in the case of the Delayed Rig Closing, if applicable) to Seller Parent substantially in the form attached as Attachment 1 to Exhibit C; (iv) One (1) original certificate issued by Buyer stating that all representations, covenants and warranties made in Section 3.1 are true and correct in all material respects as of the Closing Date (or the Delayed Rig Closing Date, as applicable); (v) and a non-exclusivecertificate of the corporate secretary of Buyer and each Designated Affiliate confirming the authority of Buyer and such Designated Affiliate to execute this Agreement and any document or agreement delivered by Buyer or such Designated Affiliate hereunder, non-transferablecertifying the resolutions provided under paragraph (v) below and confirming they have not been amended or revoked and remain in full force and effect, non-sublicensable patent license agreement in regard and confirming the incumbency of each person executing this Agreement and any document delivered hereunder on behalf of Buyer and any Designated Affiliate; (vi) A copy of the resolution of the board of directors of Buyer and each Designated Affiliate authorizing the execution of this Agreement and the purchase of the Rigs and the execution of the Novation Agreements; (vii) Originals of the Novation Agreements relating to the following patents: EP-1693A, EP-1731, EP-1693, EP-1809, EP-1841, EP-1844 Rigs being conveyed in the form agreed by the Parties and EP-1888, in form Saudi Aramco and substance reasonably satisfactory to Sellers duly executed by Buyer (and Buyerany Designated Affiliate of Buyer if required); and (lviii) Each other document required to be delivered to Sellers hereunder or that any An original of the Sellers may reasonably request in connection with the transactions contemplated herebyTransition Services Agreement duly executed by Buyer.

Buyer’s Deliveries. Alpine and At the Closing, Buyer shall deliver, or cause to be delivered, the following documents to Sellers at or before the Closing, all of which shall be in form and substance reasonably acceptable to Sellers and their counsel: (a1) Immediately available funds by wire transfer the Cash Purchase Price, paid in the amount of the Purchase Pricemanner provided in Section 2.6; (b2) The Warrant; (c) An opinionthe Bxxx of Sale, dated the Closing Date, from Proskauer Rose LLP, counsel to Alpine and Buyer, in form and substance satisfactory to the Sellers and duly executed by Buyer; (d3) An executed counterpart of the instrument evidencing Buyer's assumption of the Assumed Liabilities in accordance with Section 2.1; (e) An executed counterpart of the Supply Assignment and Transitional Services Assumption Agreement, in form and substance reasonably satisfactory to Sellers and duly executed by Buyer; (f4) An the Joint Use Agreements, duly executed counterpart of the Trademark License Agreement, in form and substance reasonably satisfactory to Sellers and by Buyer; (g5) An executed counterpart A copy of the Amended Interconnection Assignment Agreement duly executed by Buyer and Restated Trademark License duly consented to by WWLC; (6) the Services Agreement, in form and substance reasonably satisfactory to Sellers and duly executed by Buyer; (h7) An executed counterpart all other instruments of a shareholders agreement relating assignment or conveyance as are reasonably required by Seller in connection with the transfer of the Purchased Assets to Electrical Sub among Buyer, Electrical Sub and SUT, Buyer in form and substance reasonably satisfactory to Sellers and Buyeraccordance with this Agreement; (i8) a certificate signed by the Chairperson or a Vice-Chairperson of Buyer and dated the Closing Date as to the matters set forth in Section 6.2(1) An executed counterpart of the Termination or Assignment of Management Agreement, dated December , 1999, between SUT and Superior Cables Ltd., in form and substance reasonably satisfactory to Sellers and BuyerSection 6.2(2); (j9) A completed Form III a certificate of status with respect to Buyer (dated as of a recent date prior to the Closing Date), issued by the Secretary of State for the State of Wisconsin; (10) a copy, certified by an authorized officer of Buyer, of the resolutions authorizing the execution and delivery of this Agreement and the Ancillary Agreements and instruments attached as Exhibits to this Agreement and to the Ancillary Agreements, and the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements, together with a certificate by the managing member of Buyer as to the incumbency of those officers authorized to execute and deliver this Agreement and the Ancillary Agreements; (11) all consents, waivers or Form IV approvals obtained by Buyer from third parties in connection with this Agreement; (as defined in 12) the Connecticut Transfer Act) Temporary Facility License Agreement, duly executed by Buyer as the Certifying Party (as defined in the Connecticut Transfer Act) to the extent necessary and applicable to the Wallingford Propertyand, if necessary, WWLC; (k13) An the Real Estate Lease, duly executed counterpart of a non-exclusive, non-transferable, non-sublicensable patent license agreement in regard to the following patents: EP-1693A, EP-1731, EP-1693, EP-1809, EP-1841, EP-1844 and EP-1888, in form and substance reasonably satisfactory to Sellers and by Buyer; and (l14) Each such other document agreements, documents, instruments and writings as are required to be delivered by Buyer at or prior to Sellers hereunder the Closing Date pursuant to this Agreement or that any of the Sellers may reasonably request in connection with the transactions contemplated herebyAncillary Agreement.

Buyer’s Deliveries. Alpine and Buyer shall deliver, or cause to be delivered, the following documents to Sellers at or before At the Closing, all the Buyer shall deliver the following to the Seller, each of which shall be in form and substance reasonably acceptable satisfactory to Sellers and their counselthe Seller: (ai) Immediately federal wire transfer or certified or bank check of immediately available funds by wire transfer in for an aggregate amount equal to the amount cash portion of the Purchase Price; (bii) The Warrantthe Note; (ciii) An opinion, dated a Security Agreement and UCC-1 Financing Statements to effectuate the Closing Date, from Proskauer Rose LLP, counsel to Alpine and Buyer, security interest described in form and substance satisfactory to Section 3 hereof; (iv) the Sellers and pro rata guaranties of the Shareholders of the Buyer; (dv) An executed counterpart Certificate of Legal Existence for the instrument evidencing Buyer's assumption of the Assumed Liabilities in accordance with Section 2.1; (e) An executed counterpart of the Supply and Transitional Services Agreement, in form and substance reasonably satisfactory to Sellers and Buyer; (fvi) An executed counterpart legal opinion of Buyers counsel in substantially the form attached hereto as Exhibit H; (vii) Certificate as to the Buyers compliance with Sections 13(a) and 13(b) of this Agreement; (viii) Clerks Certificate regarding the due authority of persons executing documents on behalf of the Trademark License Agreement, in form and substance reasonably satisfactory to Sellers and Buyer; (gix) An executed counterpart of the Amended and Restated Trademark License Agreement, Royalty Agreement referred to in form and substance reasonably satisfactory to Sellers and BuyerSection 4; (hx) An executed counterpart of a shareholders an assignment and assumption agreement relating pursuant to Electrical Sub among Buyer, Electrical Sub which Buyer assumes the Assumed Liabilities and SUT, in form and substance reasonably satisfactory to Sellers and BuyerSeller retains the Retained Liabilities; (ixi) An a certificate or certificates, executed counterpart by each of the Termination stockholders of the Buyer, as to each of their knowledge of each matter in this Agreement which is qualified by reference to the Sellers knowledge (and the Seller shall be entitled to rely on such certificate(s) in making any representations, warranties or Assignment of Management Agreementother statements in this Agreement or otherwise, dated December on the date hereof, 1999on the Closing Date or otherwise, between SUT and Superior Cables Ltd.which is qualified by reference to the Sellers knowledge; provided, in form and substance reasonably satisfactory however, that the Seller shall not be entitled to Sellers and Buyerrely on such certificate(s) with regard to any fact as to which Ted Valpey or Mike Kroll hxx xxxxxxxge tx xxx xxxxrary); (jxii) A completed Form III or Form IV (as defined in the Connecticut Transfer Act) an undertaking, executed by Buyer as each of the Certifying Party (as defined in stockholders of the Connecticut Transfer Act) Buyer, that each of such stockholders will use their commercial reasonable efforts to cause each of the conditions to the extent necessary and applicable Buyers obligations under this Agreement to the Wallingford Property; (k) An executed counterpart of a non-exclusivebe satisfied on or before August 3, non-transferable, non-sublicensable patent license agreement in regard to the following patents: EP-1693A, EP-1731, EP-1693, EP-1809, EP-1841, EP-1844 and EP-1888, in form and substance reasonably satisfactory to Sellers and Buyer1998; and (lxiii) Each such other document required instrument or instruments in such form as shall be reasonably necessary or appropriate to be delivered to Sellers hereunder or that any carry out the terms of the Sellers may reasonably request in connection with the transactions contemplated herebythis Agreement.

Buyer’s Deliveries. Alpine and The Buyer shall deliverdeliver to the Sellers (or to the Escrow Agent, or cause to be delivered, where indicated) the following items and documents to Sellers at or before the Closing, all of which shall be in form and substance reasonably acceptable to Sellers and their counsel: (a) Immediately available funds by wire transfer in the amount of Cash Consideration to the Purchase PriceSelling Entity, less the Escrow Amount; (b) The Warrantthe Escrow Amount, as well as the Branch Holdback for each Restricted Branch, to the Escrow Agent; (c) An opinionthe Buyer’s duly executed counterpart to the Bxxx of Sale; (d) the Buyer’s duly executed counterpart to the Assignment and Assumption Agreement; (e) the Buyer’s duly executed counterparts to the Escrow Agreement and Supplement Escrow Agreement; (f) the Buyer’s duly executed Trademark, Copyright and website/URL assignments; (g) the Buyer’s or its Affiliates’ duly executed counterpart to the Employment Agreement; (h) the Buyer’s duly executed counterpart to the License Agreement; (i) a certificate issued by the Secretary of State of the State of Delaware as to the good standing of the Buyer in such state; (j) a certificate of the Secretary of the Buyer, dated the Closing Date, from Proskauer Rose LLPcertifying as to: (A) the Buyer’s certificate of incorporation, counsel to Alpine and certified by the Secretary of the State of Delaware, together with a certification by the Buyer’s Secretary that no amendments thereto have been made since such date; (B) the bylaws of the Buyer; (C) the resolutions of the stockholders of the Buyer, in form if applicable, authorizing the entering into and substance satisfactory performance of this Agreement and each of the Transaction Documents to which the Sellers Buyer is a party; and Buyer(D) incumbency and signatures of the officers of the Buyer signing this Agreement and the Transaction Documents to which the Buyer is a party; (dk) An executed counterpart a certificate signed by an officer of the instrument evidencing Buyer's assumption of Buyer reasonably acceptable to the Assumed Liabilities in accordance with Section 2.1; (e) An executed counterpart of the Supply Selling Entity and Transitional Services Agreement, in form and substance reasonably satisfactory to Sellers and Buyer; (f) An executed counterpart of the Trademark License Agreement, in form and substance reasonably satisfactory to Sellers and Buyer; (g) An executed counterpart of the Amended and Restated Trademark License Agreement, in form and substance reasonably satisfactory to Sellers and Buyer; (h) An executed counterpart of a shareholders agreement relating to Electrical Sub among Buyer, Electrical Sub certifying, representing and SUT, in form and substance reasonably satisfactory to Sellers and Buyer; warranting that (i) An executed counterpart of the Termination or Assignment of Management Agreement, dated December , 1999, between SUT and Superior Cables Ltd., conditions set forth in form and substance reasonably satisfactory to Sellers and Buyer; Article 10 have been satisfied (j) A completed Form III or Form IV (as defined in the Connecticut Transfer Act) executed by Buyer as the Certifying Party (as defined in the Connecticut Transfer Act) except to the extent necessary waived in writing by the Selling Entity) and applicable (ii) except for any changes permitted by the terms of this Agreement or consented to in writing by the Wallingford Property; (k) An executed counterpart Selling Entity, each of a non-exclusivethe representations and warranties made by the Buyer in this Agreement, non-transferableand each of the statements contained in any instrument, non-sublicensable patent license agreement list, certificate or writing delivered by or on behalf of the Buyer pursuant hereto that is qualified as to materiality was true and correct in regard all respects when made and is true and correct in all respects at and as of the Closing Date, and each of such representations, warranties and statements that is not qualified as to materiality was true and correct when made and is true and correct in all material respects at and as of the following patents: EP-1693A, EP-1731, EP-1693, EP-1809, EP-1841, EP-1844 and EP-1888, in form and substance reasonably satisfactory to Sellers and BuyerClosing Date; and (l) Each other document required to be delivered to Sellers hereunder or that any a legal opinion of the Sellers may reasonably request Buyer’s counsel containing substantially the opinions set forth in connection with the transactions contemplated herebyExhibit E attached hereto.

Buyer’s Deliveries. Alpine and On the Closing Date, Buyer shall deliver, deliver or cause to be delivered, delivered at its expense each of the following documents to Sellers at or before the Closing, all of which shall be in form and substance reasonably acceptable to Sellers and their counselSeller: (a) Immediately available funds by wire transfer The Purchase Price for the Property, as such Purchase Price may have been adjusted pursuant to the provisions of this Agreement and credited for any portion of the Escrowed Amount paid to Seller, in the amount of the Purchase Pricemanner provided for in Article 3; (b) The Warrant; (c) An opinion, dated the Closing Date, from Proskauer Rose LLP, counsel to Alpine and Buyer, in form and substance satisfactory to the Sellers and Buyer; (d) An executed counterpart of the instrument evidencing Buyer's assumption of the Assumed Liabilities in accordance with Section 2.1; (e) An executed counterpart of the Supply and Transitional Services Agreement, Evidence in form and substance reasonably satisfactory to Sellers Escrow Agent and Seller of Buyers authority to purchase the Property; (c) The Assignment of Leases; (d) The Assignment of Contracts; (e) Duly executed assumption agreement regarding the Existing Loan Documents and such other instruments as Lender may require in connection with and to evidence the assumption of the Existing Loan Documents by Buyer; (f) An executed counterpart of Such other instruments as Seller or Escrow Agent may reasonably request to effectuate the Trademark License transactions contemplated by this Agreement, in form and substance reasonably satisfactory to Sellers and Buyer; (g) An A duly executed counterpart original of the Amended closing statement setting forth the Purchase Price, the closing adjustments and Restated Trademark License Agreement, in form and substance reasonably satisfactory to Sellers and Buyerthe application of such amounts; (h) An executed counterpart Such evidence or documents as may reasonably be required by the Escrow Agent evidencing the status and capacity of a shareholders agreement relating to Electrical Sub among Buyer, Electrical Sub Buyer and SUT, the authority of the person or persons who are executing the various documents on behalf of Buyer in form and substance reasonably satisfactory to Sellers and Buyerconnection with the purchase of the Property; (i) An executed counterpart Acknowledgment by Buyer of Buyers receipt from Seller of the Termination or Assignment of Management Agreement, dated December , 1999, between SUT and Superior Cables Ltd., in form and substance reasonably satisfactory to Sellers and Buyer;Tenant Deposits; and (j) A completed Form III or Form IV (as defined in the Connecticut Transfer Act) executed by Buyer as the Certifying Party (as defined in the Connecticut Transfer Act) The following documents with respect to the extent necessary assignment and applicable assumption of the Existing Loan: (i) Written approval of Lender to the Wallingford Propertyassignment to Buyer of the Existing Loan; (ii) Assignment and Assumption of the Mortgage; (iii) Assignment of Assignment of Leases and Rents; (iv) UCC-3 Assignments of Financing Statements; and (v) Release of Sellers obligations under the Loan Documents (hereinafter defined), including, without limitation, a release of Seller from its obligations pursuant to the Certificate and Indemnity Agreement executed in connection with the Existing Loan, all in forms reasonably satisfactory to Seller; and (vi) Such other documents as may be reasonably requested by Lender in connection with the assignment of the Existing Loan to Purchaser and the assumption of the obligations under the Existing Loan by Purchaser, including, without limitation, an Environmental Indemnity Agreement. (k) An executed counterpart Executed counterparts of a non-exclusive, non-transferable, non-sublicensable patent license agreement any other documents listed in regard to the following patents: EP-1693A, EP-1731, EP-1693, EP-1809, EP-1841, EP-1844 and EP-1888, in form and substance reasonably satisfactory to Sellers and Buyer; and (l) Each other document Section 7.4 required to be delivered to Sellers hereunder or that any of the Sellers may reasonably request in connection with the transactions contemplated herebysigned by Buyer.

Buyer’s Deliveries. Alpine and At Closing, Buyer shall deliverdeliver to Seller, or cause to be delivered, the following documents to Sellers at or before the Closing, all of which shall be in form and substance reasonably acceptable to Sellers and their counselas applicable: (a) Immediately available funds by wire transfer in A. payment of the amount cash portion of the Purchase PricePrice in cash to Seller pursuant to Section 2 hereof, B. the fully executed promissory note in favor of the Seller; (b) The WarrantC. a fully executed Executive Employment Agreement; D. a fully executed Stock Warrant Agreement in favor of Rxxxxx Wxxxxx Xxxxxxx; E. a fully executed Stock Warrant Agreement in favor of Gxxxxxx Xxxxx, as described in the Employment Agreement; F. fully executed Stock Certificate issuing THREE MILLION (c3,000,000.00) An opinionshares of common stock to Rxxxxx Warrant Jxxxxxx (irrevocable instructions to Buyer transfer agent of issuance will be sufficient); G. fully executed Stock Certificate issuing TWO MILLION (2,000,000.00) shares of common stock to Gxxxxxx Xxxxx (irrevocable instructions to Buyer transfer agent of issuance will be sufficient), dated as described in the Closing DateEmployment Agreement; H. a fully executed Assignment of Shared Services Agreement; I. copies of the resolutions by of the board of directors of Buyer (as applicable) approving the Transaction, together with a certificate of good standing from Proskauer Rose LLP, Buyer’s jurisdiction of organization and each jurisdiction in which Buyer is required to be qualified to do business; J. such other instruments and documents as may be reasonably required by Seller or their counsel as to Alpine the performance of all covenants and satisfaction of all conditions required of Buyer, in form and substance satisfactory or as to the Sellers and Buyer; (d) An executed counterpart of the instrument evidencing Buyer's assumption of the Assumed Liabilities in accordance with Section 2.1; (e) An executed counterpart of the Supply and Transitional Services any other matter required or necessitated by this Agreement, in form and substance including evidence reasonably satisfactory to Sellers Seller that the person(s) executing the Closing Documents for Buyer has full right, power and Buyerauthority to do so; (f) An executed counterpart of the Trademark License Agreement, in form and substance reasonably satisfactory to Sellers and Buyer; (g) An executed counterpart of the Amended and Restated Trademark License Agreement, in form and substance reasonably satisfactory to Sellers and Buyer; (h) An executed counterpart of a shareholders agreement relating to Electrical Sub among Buyer, Electrical Sub and SUT, in form and substance reasonably satisfactory to Sellers and Buyer; (i) An executed counterpart of the Termination or Assignment of Management Agreement, dated December , 1999, between SUT and Superior Cables Ltd., in form and substance reasonably satisfactory to Sellers and Buyer; (j) A completed Form III or Form IV (as defined in the Connecticut Transfer Act) executed by Buyer as the Certifying Party (as defined in the Connecticut Transfer Act) to the extent necessary and applicable to the Wallingford Property; (k) An executed counterpart of a non-exclusive, non-transferable, non-sublicensable patent license agreement in regard to the following patents: EP-1693A, EP-1731, EP-1693, EP-1809, EP-1841, EP-1844 and EP-1888, in form and substance reasonably satisfactory to Sellers and Buyer; and (l) Each other document required to be delivered to Sellers hereunder or that any of the Sellers may reasonably request in connection with the transactions contemplated hereby.

Buyer’s Deliveries. Alpine and Buyer shall deliver, or cause to be delivered, the following documents to Sellers at or before At the Closing, all of which Buyer shall be in form and substance reasonably acceptable to Sellers and their counseldeliver the following: (ai) Immediately available funds by wire transfer Copies of all consents, approvals, waivers and authorizations referred to in the amount Section 5.02 of this Agreement or in Section 5.02 of the Purchase PriceBuyer Disclosure Schedules; (bii) The Warrant; (c) An opinion, dated the Closing Date, from Proskauer Rose LLP, counsel to Alpine and Buyer, in form and substance satisfactory to the Sellers and Escrow Agreement duly executed by Buyer; (diii) An A Management Services Agreement with each Company in substantially the form attached hereto as Exhibit E, duly executed counterpart of by the instrument evidencing Buyer's assumption of the Assumed Liabilities in accordance with Section 2.1Manager; (eiv) An A Second Amended and Restated Operating Agreement of RHMT, LLC duly executed counterpart by Buyer; (v) A Third Amended and Restated Operating Agreement of Deep Thought, LLC duly executed by Buyer; (vi) A Third Amended and Restated Operating Agreement of Hxxxxx Street, LLC duly executed by Buyer; (vii) All other documents, instruments, and certificates required to be delivered to the Supply and Transitional Services AgreementSellers at Closing, or that the Sellers may reasonably request, in form and substance reasonably satisfactory to the Sellers and Buyertheir counsel. (viii) Buyer shall pay in cash, without duplication, the following amounts: (1) To each lender identified on the Closing Indebtedness Schedule, the amount due and payable to such lender as set forth in the Debt Payoff Letters; (f2) An executed counterpart To each person identified on the Company Transaction Expense Schedule, the amount of Company Transaction Expenses due and payable to such Person as of the Trademark License Agreement, in form and substance reasonably satisfactory to Sellers and BuyerClosing Date as identified on such schedule; (g3) An executed counterpart of To the Amended Escrow Agent, the Sellers’ Contribution to Escrow and Restated Trademark License Agreement, in form and substance reasonably satisfactory to Sellers and Buyer; (h) An executed counterpart of a shareholders agreement relating to Electrical Sub among Buyer, Electrical Sub and SUT, in form and substance reasonably satisfactory to Sellers and Buyer; (i) An executed counterpart of the Termination or Assignment of Management Agreement, dated December , 1999, between SUT and Superior Cables Ltd., in form and substance reasonably satisfactory to Sellers and Buyer; (j) A completed Form III or Form IV (as defined in the Connecticut Transfer Act) executed by Buyer as the Certifying Party (as defined in the Connecticut Transfer Act) to the extent necessary and applicable to the Wallingford Property; (k) An executed counterpart of a non-exclusive, non-transferable, non-sublicensable patent license agreement in regard to the following patents: EP-1693A, EP-1731, EP-1693, EP-1809, EP-1841, EP-1844 and EP-1888, in form and substance reasonably satisfactory to Sellers and BuyerEscrow Agent Fee; and (l4) Each other document required To each Seller, their pro rata portion of Closing Date Proceeds, by wire transfer of immediately available funds pursuant to be written wiring instructions provided by Sellers to Buyer prior to the Closing, and as set forth in a Closing Date Funds Flow executed by Sellers and delivered to Buyer no less than three (3) business days prior to the Closing Date. For each Company, “Closing Date Proceeds” available to distribute to the Sellers hereunder or that any of such Company will equal: the Cash Consideration, multiplied by such Company’s percentage of Purchase Price set forth on Exhibit A, minus Sellers’ Contribution to Escrow, multiplied by such Company’s Percentage of Escrow set forth on Exhibit A, minus 50% of the Sellers may reasonably request in connection with Escrow Agent Fee, multiplied by such Company’s percentage of Purchase Price, plus (or minus, if negative) the transactions contemplated herebyCompany’s Estimated Closing Adjustment, minus Company Transaction Expenses, minus the Company’s Closing Indebtedness (such amount, for each Company, its “Closing Date Proceeds”).

Buyer’s Deliveries. Alpine and Buyer shall deliver, or cause deliver to be delivered, the following documents to Sellers at or before the Closing, all of which shall be in form and substance reasonably acceptable to Sellers and their counselSeller: (a) Immediately available funds by wire transfer in the amount Ninety Seven Million Two Hundred Twenty Four Thousand Three Hundred Nine Dollars ($97,224,309.00) of the Purchase PricePrice (as may be adjusted pursuant to this Agreement) by Federal Reserve Bank wire transfer of good funds; (b) The Warrant; (cOne or more Bill of Sale, Assignment and Assumption Agreements, substantxxxxy in the form of Exhibit 1.6.1(b) An opinion, dated the Closing Date, from Proskauer Rose LLP, counsel to Alpine and Buyer, in form and substance satisfactory relating to the Sellers Assets (except the Subscriber Agreements) conveyed to the Buyer hereunder, and Buyer; (d) An executed counterpart of the instrument evidencing such other instruments and agreements as may be reasonably necessary to effect Buyer's assumption of the Assumed Liabilities (except those relating to the Subscriber Agreements); (c) An assumption reinsurance agreement ("Assumption Reinsurance Agreement"), substantially in accordance the form of Exhibit 1.6.1(c), relating to the Subscriber Agreements conveyed to Buyer hereunder, and such other instruments and agreements as may be reasonably necessary to effect Buyer's assumption of the Subscriber Agreements; (d) The Insurance Assumption Reinsurance Agreement, substantially in the form as set forth in Exhibit 1.6.1(d), executed by Sierra Health and Life Insurance Company, Inc. and KPIC, together with Section 2.1confirmation of Federal Reserve Bank wire transfer of good funds of the purchase price thereunder to KPIC in the amount specified in such agreement, and delivery of all documents required under that agreement; (e) An executed counterpart of the Supply and Transitional Services Agreement, in form and substance reasonably satisfactory to Sellers and Buyer; (f) An executed counterpart of the Trademark License Agreement, in form and substance reasonably satisfactory to Sellers and Buyer; (g) An executed counterpart of the Amended and Restated Trademark License Agreement, in form and substance reasonably satisfactory to Sellers and Buyer; (h) An executed counterpart of a shareholders agreement The sublease agreements relating to Electrical Sub among the certain leased real property ("Leased Real Property"), executed by Buyer, Electrical Sub Seller and SUTthe applicable lessor, in form and substance reasonably satisfactory to Sellers the documents and Buyertransfer of funds required by the Master Purchase and Sale Agreement ("Master Purchase and Sale Agreement") of even date herewith between Seller and Southwest Realty, Inc., a Nevada corporation; (i) An executed counterpart of the Termination or Assignment of Management Agreement, dated December , 1999, between SUT and Superior Cables Ltd., in form and substance reasonably satisfactory to Sellers and Buyer; (j) A completed Form III or Form IV (as defined in the Connecticut Transfer Act) executed by Buyer as the Certifying Party (as defined in the Connecticut Transfer Act) to the extent necessary and applicable to the Wallingford Property; (k) An executed counterpart of a non-exclusive, non-transferable, non-sublicensable patent license agreement in regard to the following patents: EP-1693A, EP-1731, EP-1693, EP-1809, EP-1841, EP-1844 and EP-1888, in form and substance reasonably satisfactory to Sellers and Buyer; and (l) Each other document required to be delivered to Sellers hereunder or that any of the Sellers may reasonably request in connection with the transactions contemplated hereby.

Buyer’s Deliveries. Alpine and On or before the Closing Date, Buyer shall deliver, deliver or cause to be delivered, delivered to Seller or to Escrowee the following documents to Sellers at or before the Closingdocuments, all each of which shall be in form and substance reasonably acceptable to Sellers and their counselSeller: (a) Immediately available funds Two (2) counterpart originals of each of the Assignment of Contracts referenced in Section 11.2(b) above, executed by wire transfer Buyer; (b) Two (2) counterpart originals of each of the Assignment of Licenses and Permits and Warranties referenced in Section 11.2(c) above, executed by Buyer; (c) Two (2) counterpart originals of each of the amount Assignment of Leases referenced in Section 11.2(e) above, executed by Buyer; (d) Two (2) counterpart originals of the Assignment of Fxxxxx Ground Lease, executed by Buyer; (e) Two (2) counterpart originals of the Assignment of Phoenix Tunnel Lease, executed by Buyer; (f) Counterparts of letters to parties under the Leases, the Contracts, the Fxxxxx Ground Lease, the Phoenix Tunnel Lease and the Phoenix Tunnel Sublease, advising that same have been sold to Buyer; (g) Evidence confirming the due authorization, execution and delivery of this Agreement and the documents to be executed in connection herewith by Buyer. (h) To the extent required by the Title Company, an ALTA Statement or other affidavit in customary form required by the Title Company in order to issue the Title Policy required hereunder; (i) The balance of the Purchase Price; (b) The Warrant; (c) An opinion, dated the Closing Date, from Proskauer Rose LLP, counsel to Alpine and Buyer, in form and substance satisfactory to the Sellers and Buyer; (d) An executed counterpart of the instrument evidencing Buyer's assumption of the Assumed Liabilities in accordance with Section 2.1; (e) An executed counterpart of the Supply and Transitional Services Agreement, in form and substance reasonably satisfactory to Sellers and Buyer; (f) An executed counterpart of the Trademark License Agreement, in form and substance reasonably satisfactory to Sellers and Buyer; (g) An executed counterpart of the Amended and Restated Trademark License Agreement, in form and substance reasonably satisfactory to Sellers and Buyer; (h) An executed counterpart of a shareholders agreement relating to Electrical Sub among Buyer, Electrical Sub and SUT, in form and substance reasonably satisfactory to Sellers and Buyer; (i) An executed counterpart of the Termination or Assignment of Management Agreement, dated December , 1999, between SUT and Superior Cables Ltd., in form and substance reasonably satisfactory to Sellers and Buyer; (j) A completed Form III Any state, county and municipal transfer declarations which are legally or Form IV (as defined in the Connecticut Transfer Act) customarily required to be executed by Buyer as to effectuate the Certifying Party (as defined in conveyance and transfer of the Connecticut Transfer Act) to the extent necessary and applicable to the Wallingford PropertyProperty contemplated hereby; (k) An Such other documents, instrument, certifications and confirmations as may be necessary or appropriate to comply with the provisions of this Agreement or as may be reasonably required and designated by Title Company to fully effect and consummate the transactions contemplated hereby; (l) Funds sufficient to pay all amounts required to be paid by Buyer in accordance with the provisions of Article 10; (m) Two (2) counterpart originals of each of the Rent Enhancement Agreements referenced in Section 11.2(s) above, executed counterpart of a non-exclusive, non-transferable, non-sublicensable patent license agreement in regard to the following patents: EP-1693A, EP-1731, EP-1693, EP-1809, EP-1841, EP-1844 and EP-1888, in form and substance reasonably satisfactory to Sellers and by Buyer; and (ln) Each other document required to be delivered to Sellers hereunder or that any Buyer’s certificate dated as of the Sellers may reasonably request Closing Date confirming that the representations and warranties of Buyer set forth in connection with this Agreement are true and correct as if made on the transactions contemplated herebyClosing Date.

Buyer’s Deliveries. Alpine and On the Closing Date, Buyer shall deliver, deliver or cause to be delivereddelivered at its expense each of the following to Seller: (a) The Purchase Price for the Property, as such Purchase Price may have been adjusted pursuant to the provisions of this Agreement and credited for any portion of the Escrowed Amount paid to Seller, in the manner provided for in Article 3; (b) Evidence in form and substance reasonably satisfactory to Escrow Agent and Seller of Buyer's authority to purchase the Property and to assume the Existing Loan; (c) The Assignment of Leases; (d) The Assignment of Contracts; (e) Such other instruments as Seller or Escrow Agent may reasonably request to effectuate the transactions contemplated by this Agreement; (f) A duly executed counterpart original of the closing statement setting forth the Purchase Price, the following closing adjustments and the application of such amounts; (g) Such evidence or documents as may reasonably be required by the Escrow Agent evidencing the status and capacity of Buyer and the authority of the person or persons who are executing the various documents on behalf of Buyer in connection with the purchase of the Property; (h) Acknowledgment by Buyer of Buyer's receipt from Seller of the Tenant Deposits; (i) All documents reasonably required to Sellers at or before effect the Closing, all assignment and assumption of which shall be the Existing Loan in form and substance reasonably acceptable to Sellers the parties and their counsel: (a) Immediately available funds by wire transfer in the amount of the Purchase Price; (b) The Warrant; (c) An opinion, dated the Closing Date, from Proskauer Rose LLP, counsel to Alpine and Buyer, in form and substance satisfactory to the Sellers and Buyer; (d) An executed counterpart of the instrument evidencing Buyer's assumption of the Assumed Liabilities in accordance with Section 2.1; (e) An executed counterpart of the Supply and Transitional Services Agreement, in form and substance reasonably satisfactory to Sellers and Buyer; (f) An executed counterpart of the Trademark License Agreement, in form and substance reasonably satisfactory to Sellers and Buyer; (g) An executed counterpart of the Amended and Restated Trademark License Agreement, in form and substance reasonably satisfactory to Sellers and Buyer; (h) An executed counterpart of a shareholders agreement relating to Electrical Sub among Buyer, Electrical Sub and SUT, in form and substance reasonably satisfactory to Sellers and Buyer; (i) An executed counterpart of the Termination or Assignment of Management Agreement, dated December , 1999, between SUT and Superior Cables Ltd., in form and substance reasonably satisfactory to Sellers and BuyerLender; (j) A completed Form III or Form IV (as defined Executed counterparts of any other documents listed in the Connecticut Transfer Act) executed Section 7.4 required to be signed by Buyer as the Certifying Party (as defined in the Connecticut Transfer Act) to the extent necessary and applicable to the Wallingford Property; (k) An executed counterpart of a non-exclusive, non-transferable, non-sublicensable patent license agreement in regard to the following patents: EP-1693A, EP-1731, EP-1693, EP-1809, EP-1841, EP-1844 and EP-1888, in form and substance reasonably satisfactory to Sellers and Buyer; and (lk) Each other document required The form attached hereto as Exhibit G (Disclosure of Information on Lead-Based Paint and/or Lead-Based Paint Hazards duly executed by Buyer and Broker (Buyer acknowledges and agrees that the diligence period provided under Section 5.2 hereof shall be the mutually-agreed upon period for Buyer to be delivered to Sellers hereunder conduct a risk assessment or that any inspection of the Sellers may reasonably request in connection with Property for the transactions contemplated herebypresence of lead-based paint and/or lead-based paint hazards).

Buyer’s Deliveries. Alpine and At the Closing, Buyer shall deliver, deliver or cause to be delivered, delivered to the Escrow Agent the following documents to Sellers at or before items ("BUYER'S DELIVERIES") provided, however, if the ClosingClosing Date occurs after December 30, all of which 1998, Buyer's Deliveries shall be in form and substance reasonably acceptable delivered directly to Sellers and their counselSeller: (a) Immediately available funds by wire transfer A certificate of an officer of Buyer, dated the Closing Date, to the effect that the conditions set forth in the amount of the Purchase PriceSections 7.2(a) and (b) have been satisfied; (b) The WarrantA certificate of the Secretary of Buyer, dated the Closing Date, certifying as to the resolutions authorizing this Agreement and the transactions contemplated hereby; (c) The Noncompetition Agreement, dated December 31, 1998 or the Closing Date if the Closing Date occurs after December 31, 1998, and executed by an authorized officer of Buyer, which shall become effective at the Effective Time; (d) An opinion, dated the Closing Date, from Proskauer Rose LLP, counsel to Alpine and Buyerof Thomxxxx Xxxe & Xlorx XXX, in customary form and substance satisfactory with customary assumptions and qualifications, to the Sellers effect that (i) the execution, delivery and Buyer; performance by Buyer of this Agreement has been duly authorized, (dii) An this Agreement has been duly executed counterpart and delivered by Buyer and (iii) this Agreement constitutes a valid and binding obligation of the instrument evidencing Buyer's assumption of the Assumed Liabilities Buyer enforceable against Buyer in accordance with Section 2.1its terms; (e) An executed counterpart of Such other documents and instruments as are required to delivered to Seller by Buyer pursuant to this Agreement at or prior to the Supply and Transitional Services Agreement, in form and substance reasonably satisfactory to Sellers and Buyer;Closing; and (f) An executed counterpart of If the Trademark License Agreement, in form and substance reasonably satisfactory Closing Date occurs prior to Sellers and Buyer; (g) An executed counterpart of the Amended and Restated Trademark License Agreement, in form and substance reasonably satisfactory to Sellers and Buyer; (h) An executed counterpart of a shareholders agreement relating to Electrical Sub among Buyer, Electrical Sub and SUT, in form and substance reasonably satisfactory to Sellers and Buyer; (i) An executed counterpart of the Termination or Assignment of Management Agreement, dated December January 1, 1999, between SUT and Superior Cables Ltd., in form and substance reasonably satisfactory to Sellers and Buyer; the Initial Payment (j$11,997,358) A completed Form III or Form IV (as defined in the Connecticut Transfer Act) executed shall be delivered by Buyer as the Certifying Party (as defined in the Connecticut Transfer Act) to Seller by wire transfer on December 31, 1998 of immediately available funds to the extent necessary and applicable bank account designated by Seller at the Closing. If, however, the Closing Date occurs after December 31, 1998, the Initial Payment shall be delivered by Buyer to Seller by wire transfer of immediately available funds to the Wallingford Property; (k) An executed counterpart of a non-exclusive, non-transferable, non-sublicensable patent license agreement in regard bank account designated by Seller one business day prior to the following patents: EP-1693AClosing Date. At the time the Initial Payment is paid to Seller, EP-1731, EP-1693, EP-1809, EP-1841, EP-1844 and EP-1888, the Noncompetition Payment ($1,500,000) shall also be paid to Seller in form and substance reasonably satisfactory immediately available funds to Sellers and Buyer; and (l) Each other document required to be delivered to Sellers hereunder or that any of the Sellers may reasonably request in connection with the transactions contemplated herebya bank account designated by Seller.

Buyer’s Deliveries. Alpine and Buyer shall deliver, or cause to be delivered, the following documents to Sellers at or before At the Closing, all of which shall be in form and substance reasonably acceptable to Sellers and their counselBuyer shall: (a) Immediately available funds deliver the following to Sellers: (i) the Closing Date Payment minus the aggregate amount delivered to the Escrow Agent pursuant hereto (other than amount of the Escrow Agent fee) by wire transfer of immediately available funds to an account designated in writing by Sellers to Buyer no later than two (2) days prior to the amount Closing Date; (ii) as additional consideration for the Shares, Buyer shall issue to Sellers shares of Buyer common stock (the “Buyer Shares”) equal in number to the quotient of (A) $200,000 and (B) the volume weighted average price per share of Buyer common stock as reported by Bloomberg, L.P. for the ten (10) trading days prior to the Closing; (iii) a certificate of the Purchase PriceSecretary (or other officer) of Buyer certifying: (i) that attached thereto are true and complete copies of all resolutions of the board of directors of Buyer authorizing the execution, delivery, and performance of this Agreement and the Transaction Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, and that such resolutions are in full force and effect; and (ii) the names, titles, and signatures of the officers of Buyer authorized to sign this Agreement and the other Transaction Documents to which it is a party; (iv) an executed agreement with Hxxxxxx Xxxxxxxxxx for her continuing employment with the Company after the Closing; and (v) the Transaction Documents and all other agreements, documents, instruments or certificates required to be executed and delivered by Buyer at or prior to the Closing. (b) The Warrant;pay, on behalf of the Company or Sellers, the following amounts: (i) Indebtedness of the Company to be paid at Closing, by wire transfer of immediately available funds to the accounts and in the amounts specified on the Closing Indebtedness Certificate; and (ii) any Transaction Expenses unpaid at Closing, by wire transfer of immediately available funds to the accounts and in the amounts specified on the Closing Transaction Expenses Certificate. (c) An opiniondeliver to Citizens Bank, dated N.A. (the Closing Date, from Proskauer Rose LLP, counsel to Alpine and Buyer, in form and substance satisfactory to the Sellers and Buyer; (d) An executed counterpart of the instrument evidencing Buyer's assumption of the Assumed Liabilities in accordance with Section 2.1; (e) An executed counterpart of the Supply and Transitional Services Agreement, in form and substance reasonably satisfactory to Sellers and Buyer; (f) An executed counterpart of the Trademark License Agreement, in form and substance reasonably satisfactory to Sellers and Buyer; (g) An executed counterpart of the Amended and Restated Trademark License Agreement, in form and substance reasonably satisfactory to Sellers and Buyer; (h) An executed counterpart of a shareholders agreement relating to Electrical Sub among Buyer, Electrical Sub and SUT, in form and substance reasonably satisfactory to Sellers and Buyer;“Escrow Agent”): (i) An executed counterpart of One hundred thousand dollars ($100,000.00) (such amount, including any interest or other amounts earned thereon and less any disbursements therefrom in accordance with the Termination or Assignment of Management Escrow Agreement, dated December the “Purchase Price Adjustment Escrow Fund”) by wire transfer of immediately available funds to accounts designated by the Escrow Agent, 1999, between SUT and Superior Cables Ltd., to be held for the purpose of securing the obligations of Sellers in form and substance reasonably satisfactory to Sellers and BuyerSection 2.04(d); (jii) A completed Form III One hundred seventy-two thousand dollars ($172,000.00) (such amount, including any interest or Form IV (as defined other amounts earned thereon and less any disbursements therefrom in accordance with the Connecticut Transfer ActEscrow Agreement, the “Indemnification Escrow Fund”) executed by Buyer as wire transfer of immediately available funds to accounts designated by the Certifying Party (as defined Escrow Agent, to be held for the purpose of securing the indemnification obligations of Sellers set forth in ARTICLE VII and the Connecticut Transfer Actobligations of Sellers in Section 2.04(d) to the extent necessary and applicable to the Wallingford PropertySection 6.07; (kiii) An executed counterpart One thousand five hundred dollars ($1,500.00) in payment of a non-exclusivethe Escrow Agent’s fee, non-transferable, non-sublicensable patent license agreement in regard to which amount shall not be deducted from the following patents: EP-1693A, EP-1731, EP-1693, EP-1809, EP-1841, EP-1844 and EP-1888, in form and substance reasonably satisfactory amount payable to Sellers and Buyerpursuant to Section 2.03(a)(i); and (liv) Each other document required to be delivered to Sellers hereunder or that the Escrow Agreement. Notwithstanding any provision of the Escrow Agreement to the contrary, Buyer shall be solely responsible for all fees and expenses of the Escrow Agent, and shall reimburse Sellers may reasonably request in connection with for any payment of such fees and expenses they incur pursuant to the transactions contemplated herebyEscrow Agreement.

Buyer’s Deliveries. Alpine and At the Closing, Buyer shall deliver, or cause to be delivered, the following documents to Sellers at or before the Closing, all of which shall be in form and substance reasonably acceptable to Sellers and their counsel: (a1) Immediately available funds by wire transfer the Cash Purchase Price, paid in the amount of the Purchase Pricemanner provided in Section 2.6; (b2) The Warrant; (c) An opinionthe Xxxx of Sale, dated the Closing Date, from Proskauer Rose LLP, counsel to Alpine and Buyer, in form and substance satisfactory to the Sellers and duly executed by Buyer; (d3) An executed counterpart of the instrument evidencing Buyer's assumption of the Assumed Liabilities in accordance with Section 2.1; (e) An executed counterpart of the Supply Assignment and Transitional Services Assumption Agreement, in form and substance reasonably satisfactory to Sellers and duly executed by Buyer; (f4) An the Joint Use Agreements, duly executed counterpart of the Trademark License Agreement, in form and substance reasonably satisfactory to Sellers and by Buyer; (g5) An executed counterpart A copy of the Amended Interconnection Assignment Agreement duly executed by Buyer and Restated Trademark License duly consented to by WWLC; (6) the Services Agreement, in form and substance reasonably satisfactory to Sellers and duly executed by Buyer; (h7) An executed counterpart all other instruments of a shareholders agreement relating assignment or conveyance as are reasonably required by Seller in connection with the transfer of the Purchased Assets to Electrical Sub among Buyer, Electrical Sub and SUT, Buyer in form and substance reasonably satisfactory to Sellers and Buyeraccordance with this Agreement; (i8) a certificate signed by the Chairperson or a Vice-Chairperson of Buyer and dated the Closing Date as to the matters set forth in Section 6.2(1) An executed counterpart of the Termination or Assignment of Management Agreement, dated December , 1999, between SUT and Superior Cables Ltd., in form and substance reasonably satisfactory to Sellers and BuyerSection 6.2(2); (j9) A completed Form III a certificate of status with respect to Buyer (dated as of a recent date prior to the Closing Date), issued by the Secretary of State for the State of Wisconsin; (10) a copy, certified by an authorized officer of Buyer, of the resolutions authorizing the execution and delivery of this Agreement and the Ancillary Agreements and instruments attached as Exhibits to this Agreement and to the Ancillary Agreements, and the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements, together with a certificate by the managing member of Buyer as to the incumbency of those officers authorized to execute and deliver this Agreement and the Ancillary Agreements; (11) all consents, waivers or Form IV approvals obtained by Buyer from third parties in connection with this Agreement; (as defined in 12) the Connecticut Transfer Act) Temporary Facility License Agreement, duly executed by Buyer as the Certifying Party (as defined in the Connecticut Transfer Act) to the extent necessary and applicable to the Wallingford Propertyand, if necessary, WWLC; (k13) An the Real Estate Lease, duly executed counterpart of a non-exclusive, non-transferable, non-sublicensable patent license agreement in regard to the following patents: EP-1693A, EP-1731, EP-1693, EP-1809, EP-1841, EP-1844 and EP-1888, in form and substance reasonably satisfactory to Sellers and by Buyer; and (l14) Each such other document agreements, documents, instruments and writings as are required to be delivered by Buyer at or prior to Sellers hereunder the Closing Date pursuant to this Agreement or that any of the Sellers may reasonably request in connection with the transactions contemplated herebyAncillary Agreement.

Buyer’s Deliveries. Alpine and Buyer shall deliver, or cause to be delivered, the following documents to Sellers at or before At the Closing, all of which Buyer shall be in form and substance reasonably acceptable deliver to Sellers and their counselSeller: (ai) Immediately available funds by wire the Share Consideration, including a written acknowledgment from Buyer’s transfer in the amount agent that it will issue a stock certificate representing such Share Consideration effective as of the Purchase PriceClosing and cause such stock certificate to be delivered to Seller; (bii) The Warrant; (c) An opinion, dated the Closing Date, from Proskauer Rose LLP, counsel an assumption of liabilities and such other undertakings and instruments of assumption as are necessary to Alpine and evidence Buyer, in form and substance satisfactory to the Sellers and Buyer; (d) An executed counterpart of the instrument evidencing Buyer's ’s assumption of the Assumed Liabilities in accordance with Section 2.1the terms hereof; (eiii) An executed counterpart a certificate as to the corporate good standing of Buyer from the Secretary of State of the Supply State of Delaware; (iv) a duly executed incumbency certificate relating to each person executing any document executed and Transitional Services Agreementdelivered by Buyer pursuant hereto, in form and substance reasonably satisfactory to Sellers Seller; (v) a copy of the resolutions or any written consent action of the Board of Directors of Buyer (A) authorizing and approving this Agreement and the Buyer Ancillary Documents to be executed and delivered by Buyer pursuant hereto and the consummation of the transactions contemplated hereby and thereby, and (B) approving the transfer of the shares of Common Stock representing the Share Consideration by Buyer to Seller, in each case certified by the secretary of Buyer; (fvi) An executed counterpart copies of the Trademark License Agreementcertificate of incorporation and bylaws of Buyer, in form and substance reasonably satisfactory certified, with respect to Sellers and the certificate of incorporation, by the Secretary of State of the State of Delaware and, with respect to the bylaws, by the secretary of Buyer; (gvii) An the Assignments of Patents and Trademarks, duly executed counterpart of the Amended and Restated Trademark License Agreement, in form and substance reasonably satisfactory to Sellers and by Buyer; (hviii) An the Xxxxxxxx Consulting Agreement, duly executed counterpart of a shareholders agreement relating to Electrical Sub among Buyer, Electrical Sub and SUT, in form and substance reasonably satisfactory to Sellers and by Buyer; (iix) An executed counterpart of the Termination or Assignment of Management Xxxxx Consulting Agreement, dated December , 1999, between SUT and Superior Cables Ltd., in form and substance reasonably satisfactory to Sellers and duly executed by Buyer; (jx) A completed Form III the Rights Agreement, duly executed by Buyer; (xi) the Landlord Consents, duly executed by Buyer; (xii) the Non-Competition Agreements, duly executed by Buyer; (xiii) a certificate signed by an officer of Buyer reasonably acceptable to Seller certifying that, except for any changes permitted by the terms of this Agreement or Form IV (as defined consented to in writing by Seller, each of the representations and warranties made by Buyer in this Agreement, and each of the statements contained in the Connecticut Transfer Actschedules or in any instrument, list, certificate or writing delivered by or on behalf of Buyer pursuant hereto, were true and correct in all respects when made and are be true and correct in all material respects (except for any representation or warranty that is qualified by materiality, in which case such representation shall be true and correct in all respects) executed by Buyer at and as of the Certifying Party Closing Date as though such representations, warranties and statements were made or given on and as of the Closing Date; (as defined in the Connecticut Transfer Actxiv) to the extent necessary and applicable any Accounts Receivable have not been paid in full to Seller prior to the Wallingford Property; (k) An executed counterpart Closing, payment of a non-exclusive, non-transferable, non-sublicensable patent license agreement any outstanding Accounts Receivable to Seller in regard to the following patents: EP-1693A, EP-1731, EP-1693, EP-1809, EP-1841, EP-1844 and EP-1888, in form and substance reasonably satisfactory to Sellers and Buyercash or other immediately available funds; and (lxv) Each all other document documents, instruments or writings required to be delivered to Sellers hereunder Seller at or that any prior to Closing pursuant to this Agreement and such other certificates of the Sellers authority and documents as Seller may reasonably request in connection with the transactions contemplated herebyrequest.

Buyer’s Deliveries. Alpine and Buyer shall deliver, deliver or cause to be delivered, the following documents delivered to Sellers at or before the Closing, all of which shall be in form and substance reasonably acceptable to Sellers and their counselEscrow Agent: (a) Immediately available funds by wire transfer upon the Opening of Escrow, cash in the amount of the Deposit; (b) at the Close of Escrow, cash in the amount of the Purchase Price; (b) The Warrant, less the Deposit, plus any additional sums required of Buyer under this Agreement for special assessment prorations, expenses and adjustments, which may be deposited by Buyer with Escrow Agent by wire transfer; (c) An opinionif applicable, dated a duly executed Deferred Purchase Price Declaration in the Closing Dateform attached to this Agreement as EXHIBIT “D” DEFERRED PURCHASE PRICE DECLARATION, from Proskauer Rose LLP, counsel by which Buyer shall be obligated to Alpine and Buyer, pay the Deferred Purchase Price in form and substance satisfactory to the Sellers and Buyer;full in cash within thirty (30) days following receipt of Entitlements. (d) An a duly executed counterpart Assignment of Lease in the instrument evidencing Buyer's assumption of form attached to this Agreement as EXHIBIT “E” ASSIGNMENT OF LEASE FORM for the Assumed Liabilities in accordance with Section 2.1Geo Lease, by which Buyer assumes County’s interest as lessor under the lease; (e) An a duly executed counterpart Assignment of Lease in the form attached to this Agreement as EXHIBIT “E” ASSIGNMENT OF LEASE FORM for the Verizon Lease, by which Buyer assumes County’s interest as lessor under the lease, if Close of Escrow will occur prior to the expiration of the Supply and Transitional Services Agreement, in form and substance reasonably satisfactory to Sellers and BuyerVerizon Lease; (f) An a duly executed counterpart of Temporary Construction Easement in the Trademark License Agreementform attached to this Agreement as EXHIBIT “F” TEMPORARY CONSTRUCTION EASEMENT, in form by which Buyer grants County the right to perform all activities on the Property necessary to construct the Inmate Tunnel and substance reasonably satisfactory to Sellers and Buyer;Demolition; and (g) An executed counterpart of any and all additional documents which may be reasonably necessary to transfer title to the Amended and Restated Trademark License Agreement, in form and substance reasonably satisfactory Property to Sellers and Buyer; (h) An executed counterpart of a shareholders agreement relating to Electrical Sub among Buyer, Electrical Sub and SUT, in form and substance reasonably satisfactory to Sellers and Buyer; (i) An executed counterpart of the Termination or Assignment of Management Agreement, dated December , 1999, between SUT and Superior Cables Ltd., in form and substance reasonably satisfactory to Sellers and Buyer; (j) A completed Form III or Form IV (as defined in the Connecticut Transfer Act) executed by Buyer as the Certifying Party (as defined specified in the Connecticut Transfer Act) to the extent necessary and applicable to the Wallingford Property; (k) An executed counterpart of a non-exclusive, non-transferable, non-sublicensable patent license agreement in regard to the following patents: EP-1693A, EP-1731, EP-1693, EP-1809, EP-1841, EP-1844 and EP-1888, in form and substance reasonably satisfactory to Sellers and Buyer; and (l) Each other document this Agreement or otherwise required to be delivered to Sellers hereunder or that any of the Sellers may reasonably request in connection with the transactions contemplated herebyby law.

Buyer’s Deliveries. Alpine and Buyer shall deliver, or cause to be delivered, the following documents to Sellers at or before At the Closing, all of which shall be in form and substance reasonably acceptable to Sellers and their counselBuyer will deliver the following: (a1) Immediately available funds by wire transfer The Cash Purchase Price, paid in the amount of the Purchase Pricemanner provided in Section 2.6; (b2) The Warrant; (c) An opinion, dated the Closing Date, from Proskauer Rose LLP, counsel to Alpine and Buyer, in form and substance satisfactory to the Sellers and Secured Note executed by Buyer; (d3) An The Mortgage executed counterpart of the instrument evidencing Buyer's assumption of the Assumed Liabilities in accordance with Section 2.1; (e) An executed counterpart of the Supply and Transitional Services Agreement, in form and substance reasonably satisfactory to Sellers and acknowledged by Buyer; (f4) An The Security Agreement executed counterpart of the Trademark License Agreement, in form and substance reasonably satisfactory to Sellers and by Buyer; (g5) An The Assignment and Assumption Agreement executed counterpart of the Amended and Restated Trademark License Agreement, in form and substance reasonably satisfactory to Sellers and by Buyer; (h6) An The Xxxx of Sale executed counterpart of a shareholders agreement relating to Electrical Sub among Buyer, Electrical Sub and SUT, in form and substance reasonably satisfactory to Sellers and by Buyer; (i7) An The Fuel Supply Agreement executed counterpart of the Termination or Assignment of Management Agreement, dated December , 1999, between SUT and Superior Cables Ltd., in form and substance reasonably satisfactory to Sellers and by Buyer; (j) A completed Form III or Form IV (8) The Interconnection Assignment Agreement, as defined in the Connecticut Transfer Act) applicable, executed by Buyer as the Certifying Party (as defined in the Connecticut Transfer Act) and consented to the extent necessary and applicable to the Wallingford Propertyby all required parties; (k9) An The Joint Use Agreement executed counterpart by Buyer; (10) The Joint Operating Committee Agreement by Buyer; (11) The Energy Supply Agreement executed by Buyer; (12) The Recovery Boiler Agreement executed by Buyer; (13) The Reciprocal Easement Agreement executed and acknowledged by Buyer; (14) The Shared Services Agreement executed by Buyer; (15) The Undivided Ownership Agreement executed by all required parties other than RPC; (16) The Non-Solicitation Agreement executed by Buyer and ReEnergy Holdings LLC; (17) All other instruments of assignment or conveyance as are reasonably required by either Selling Party in connection with the transfer of the Purchased Assets to Buyer in accordance with this Agreement; (18) A certificate signed by the President or a Vice President of Buyer and dated the Closing Date as to the matters set forth in Sections 6.2(1), 6.2(2) and 6.2(6); (19) A good standing certificate with respect to Buyer and ReEnergy Holdings LLC (dated as of a non-exclusive, non-transferable, non-sublicensable patent license agreement in regard recent date prior to the following patents: EP-1693AClosing Date), EP-1731issued by the Secretary of State for the State of Delaware; (20) A copy, EP-1693certified by an authorized officer of Buyer, EP-1809of the resolutions authorizing the execution and delivery of this Agreement and the Ancillary Agreements and instruments attached as Exhibits to this Agreement and to the Ancillary Agreements, EP-1841and the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements, EP-1844 together with a certificate by the managing member of Buyer as to the incumbency of those officers authorized to execute and EP-1888deliver this Agreement and the Ancillary Agreements; (21) The ReEnergy Guaranty executed by ReEnergy Holdings LLC; (22) Consents, waivers or approvals obtained by Buyer from third parties in form and substance reasonably satisfactory to Sellers and Buyerconnection with this Agreement; and (l23) Each Such other document agreements, documents, instruments and writings as are required to be delivered by Buyer at or prior to Sellers hereunder the Closing Date pursuant to this Agreement or that any of the Sellers may reasonably request in connection with the transactions contemplated herebyAncillary Agreement.