Common use of Closing Deliverables Clause in Contracts

Closing Deliverables. Immediately after the Effective Time, WIND shall deliver, or cause to be delivered, to the parties thereto, the following documents (collectively, the “Closing Deliverables”): (a) the Exchange Agreement dated as of the Effective Date among WIND, the Company and the other parties thereto substantially in the form attached hereto as Exhibit B (the “Exchange Agreement”) duly executed by WIND, the Company and such of the other parties thereto as have executed the same; (b) the Registration Rights Agreement dated as of the Effective Date among WIND and the other parties thereto substantially in the form attached hereto as Exhibit C (the “Registration Rights Agreement”) duly executed by WIND and such of the other parties thereto as have executed the same; (c) the Tax Receivable Agreement dated as of the Effective Date among WIND, the Company and the other parties thereto substantially in the form attached hereto as Exhibit D (the “Tax Receivable Agreement”) duly executed by WIND, the Company and such of the other parties thereto as have executed the same; (d) The Agreement and Plan of Merger dated as of the Effective Date among WIND, the Company, D. E. Shaw MWPH Acquisition Holdings, L.L.C. and the Blocker LLCs party thereto substantially in the form attached hereto as Exhibit E (the “Blocker Merger Agreement”) duly executed by WIND, the Company and the other parties thereto; and (e) The Nominating Agreement dated as of the Effective Date among WIND, D. E. Shaw MWP Acquisition Holdings, L.L.C., D. E. Shaw MWPH Acquisition Holdings, L.L.C. and Madison Dearborn Capital Partners IV, L.P. substantially in the form attached hereto as Exhibit F (the “Nominating Agreement”) duly executed by WIND and the other parties thereto.

Closing Deliverables. Immediately after the Effective Time, WIND shall deliver, or cause to be delivered, to the parties thereto, the following documents (collectively, the “Closing Deliverables”): (a) At the Exchange Closing, Sellers shall deliver to Buyer the following: (i) the Escrow Agreement dated as duly executed by Sellers; (ii) a bxxx of the Effective Date among WIND, the Company and the other parties thereto substantially sale in the form attached hereto as of Exhibit B hereto/in form and substance satisfactory to Buyer (the “Exchange Bxxx of Sale”) and duly executed by Kecy, transferring the tangible personal property included in the Business Assets to Buyer; (iii) an assignment and assumption agreement in the form of Exhibit C hereto (the “Assignment and Assumption Agreement”) and duly executed by WINDKecy, effecting the Company assignment to and such assumption by Buyer of the Business Assets and the Assumed Liabilities; (iv) [Intentionally Omitted] (v) with respect to each parcel of Hxxxxx Real Property, a general warranty deed in form and substance satisfactory to Buyer (each, a “Deed”) and duly executed and notarized by Mxxxxx; (vi) a Lease Agreement in the form of Exhibit D hereto (the “Lease Agreement”) and duly executed by 447 Walnut, LLC, leasing the Wauseon Real Property from 447 Walnut, LLC, as lessor, to Buyer, as lessee; (vii) the Transition Services Agreement in the form of Exhibit E hereto (the “Transition Services Agreement”) and duly executed by Mxxxx & Associates Sales Company, an Ohio corporation; (viii) the Sellers’ Closing Certificates; (x) the FIRPTA Certificate; (xi) the certificates of an officer, member, or manager of Sellers required by Section 8.02(m) and Section 8.02(n); and (xii) such other parties thereto customary instruments of transfer, assumption, filings or documents, in form and substance reasonably satisfactory to Buyer, as have executed the same;may be required to give effect to this Agreement. (b) At the Registration Rights Closing, Buyer shall deliver to Sellers the following: (i) the Purchase Price, less the Escrow Amount; (ii) the Escrow Agreement dated as of the Effective Date among WIND and the other parties thereto substantially in the form attached hereto as Exhibit C (the “Registration Rights Agreement”) duly executed by WIND Buyer; (iii) the Assignment and such Assumption Agreement duly executed by Buyer; (iv) the Lease Agreement duly executed by Buyer; (v) the Transition Services Agreement duly executed by Buyer; (vi) the Buyer Closing Certificate; and (vii) the certificates of the other parties thereto as have executed the same;Secretary or Assistant Secretary of Buyer required by Section 8.03(g) and Section 8.03(h). (c) At the Tax Receivable Agreement dated as of Closing, Buyer shall deliver the Effective Date among WIND, Escrow Shares to the Company and Escrow Agent pursuant to the other parties thereto substantially in the form attached hereto as Exhibit D (the “Tax Receivable Escrow Agreement”) duly executed by WIND, the Company and such of the other parties thereto as have executed the same; (d) The Agreement and Plan of Merger dated as of the Effective Date among WIND, the Company, D. E. Shaw MWPH Acquisition Holdings, L.L.C. and the Blocker LLCs party thereto substantially in the form attached hereto as Exhibit E (the “Blocker Merger Agreement”) duly executed by WIND, the Company and the other parties thereto; and (e) The Nominating Agreement dated as of the Effective Date among WIND, D. E. Shaw MWP Acquisition Holdings, L.L.C., D. E. Shaw MWPH Acquisition Holdings, L.L.C. and Madison Dearborn Capital Partners IV, L.P. substantially in the form attached hereto as Exhibit F (the “Nominating Agreement”) duly executed by WIND and the other parties thereto.

Closing Deliverables. Immediately after the Effective Time, WIND shall deliver, On or cause to be delivered, prior to the parties theretoClosing Date, Purchaser shall have delivered to Seller all of the following documents (collectively, the “Closing Deliverables”):following: (a) a certificate from Purchaser in a form reasonably satisfactory to Seller, dated the Exchange Agreement dated as of Closing Date, stating that the Effective Date among WIND, the Company preconditions specified in Sections 8.1 and the other parties thereto substantially in the form attached hereto as Exhibit B (the “Exchange Agreement”) duly executed by WIND, the Company and such of the other parties thereto as 8.2 have executed the samebeen satisfied; (b) copies of resolutions, certified by the Registration Rights Agreement dated as Secretary of Purchaser, of the Effective Date among WIND stockholders of Purchaser and of Purchaser's board of directors, approving this Agreement and the other parties thereto substantially in the form attached hereto as Exhibit C (the “Registration Rights transactions contemplated by this Agreement”) duly executed by WIND and such of the other parties thereto as have executed the same; (c) the Tax Receivable Agreement dated as certificates of the Effective Date among WINDSecretary of State of the State of Delaware and all other states where Purchaser is qualified to do business providing that Purchaser is in good standing, the Company and the other parties thereto substantially except where any failure to be so qualified to do business, individually or in the form attached hereto as Exhibit D (the “Tax Receivable Agreement”) duly executed by WINDaggregate, the Company and such of the other parties thereto as have executed the samewould not give rise to a Material Adverse Effect; (d) The Agreement and Plan of Merger dated as a copy of the Effective Date among WIND, certificate of incorporation and bylaws or equivalent governing documents of Purchaser certified by the Company, D. E. Shaw MWPH Acquisition Holdings, L.L.C. and the Blocker LLCs party thereto substantially appropriate authority in the form attached hereto as Exhibit E (the “Blocker Merger Agreement”jurisdiction(s) duly executed by WIND, the Company and the other parties thereto; andin which such entity was incorporated or organized; (e) The Nominating Agreement dated such other documents or instruments as Seller may reasonably request to effect the transactions contemplated hereby; (f) an executed copy of the Effective Date among WINDan opinion from Purchaser's outside counsel, D. E. Shaw MWP Acquisition HoldingsRopes & Xxxx, L.L.C., D. E. Shaw MWPH Acquisition Holdings, L.L.C. and Madison Dearborn Capital Partners IV, L.P. substantially in the form of Exhibit H hereto; (g) an executed counterpart of an assumption agreement between the applicable Acquired Company and Seller pursuant to which such Acquired Company shall assume certain obligations of Seller that are referenced on Exhibit I attached hereto as Exhibit F (the “Nominating Agreement”) duly hereto. Any condition specified in this Section 8 may be waived by Seller in its sole discretion; provided, however that no such waiver shall be effective unless it is set forth in a writing executed by WIND and the other parties theretoSeller.

Closing Deliverables. Immediately after In addition to any other documents to be delivered under other provisions of this Agreement, at the Effective Time, WIND Closing: (a) Buyer shall deliver, deliver or cause to be delivereddelivered to Seller: (i) the Purchase Price (as adjusted pursuant to the terms of Section 1.5(a) below), by wire transfer in immediately available funds, payable as follows: (1) on behalf of the Seller, an amount representing the Intercompany Debt, to the parties theretobank account of Xxxxxxx Finance LLC set forth on Exhibit B, the following documents in full satisfaction thereof (collectively, the “Closing DeliverablesIntercompany Debt Payoff Amount”):); and (a2) an amount representing the Purchase Price (as adjusted pursuant to the terms of Section 1.5(a) below) less the Intercompany Debt Payoff Amount to the bank account of Seller set forth on Exhibit B. (ii) the Exchange Agreement dated as of the Effective Date among WINDTransition Services Agreement, the Company and the other parties thereto substantially in the form attached hereto as Exhibit B C, pursuant to which The Xxxxxxx Company (US), LLC will perform or cause to be performed certain transition services for Buyer, following the Closing pursuant to the terms therein (the “Exchange Transition Services Agreement”) ), duly executed by WINDBuyer; (iii) a certificate of an executive officer of Buyer certifying (A) that attached thereto are true and complete copies of all resolutions adopted by the board of directors (or equivalent body) and stockholders of Buyer authorizing and approving the execution, delivery and performance of Transaction Documents and the Company and such consummation of the transactions contemplated thereby, and that all such resolutions are in full force and effect and are all of the resolutions adopted in connection with the transactions contemplated by the Transaction Documents, and (B) to the incumbency and signatures of the officers of Buyer executing the Transaction Documents and any other parties thereto as have executed document relating to the same;transactions contemplated thereby; and Table of Contents (iv) the Buyer Certificate. (b) Seller shall deliver or cause to be delivered to Buyer: (i) the Registration Rights Transition Services Agreement, duly executed by The Xxxxxxx Company (US), LLC; (ii) a certificate of a director of Seller certifying (A) that attached thereto are true and complete copies of all resolutions adopted by the board of directors (or equivalent body) of Seller authorizing and approving the execution, delivery and performance of the Transaction Documents and the consummation of the transactions contemplated thereby, and that all such resolutions are in full force and effect and are all of the resolutions adopted in connection with the transactions contemplated by the Transaction Documents, and (B) to the incumbency and signatures of the director of Seller executing the Transaction Documents and any other document relating to the transactions contemplated thereby; (iii) the Seller Certificate; (iv) stock certificates evidencing the Shares, free and clear of Liens, duly endorsed in blank or accompanied by stock powers or other instruments of transfer duly executed in blank and with all required stock transfer tax stamps affixed; (v) evidence reasonably satisfactory to the Buyer that the applicable members of the Company Group’s guarantees under the Credit Agreement dated and the Indentures and all Liens filed by Citibank, N.A. in respect of the Credit Agreement against any member of the Company Group shall have been released, in all cases as of the Effective Date among WIND and the other parties thereto substantially in the form attached hereto as Exhibit C (the “Registration Rights Agreement”) duly executed by WIND and such of the other parties thereto as have executed the same; (c) the Tax Receivable Agreement dated as of the Effective Date among WIND, the Company and the other parties thereto substantially in the form attached hereto as Exhibit D (the “Tax Receivable Agreement”) duly executed by WIND, the Company and such of the other parties thereto as have executed the same; (d) The Agreement and Plan of Merger dated as of the Effective Date among WIND, the Company, D. E. Shaw MWPH Acquisition Holdings, L.L.C. and the Blocker LLCs party thereto substantially in the form attached hereto as Exhibit E (the “Blocker Merger Agreement”) duly executed by WIND, the Company and the other parties theretoClosing Date; and (evi) The Nominating Agreement dated as a statement, from an officer of the Effective Date among WIND, D. E. Shaw MWP Acquisition Holdings, L.L.C., D. E. Shaw MWPH Acquisition Holdings, L.L.C. and Madison Dearborn Capital Partners IV, L.P. substantially in Company that certifies that the form attached hereto as Exhibit F (Shares do not constitute a U.S. real property interest for purposes of Section 1445 of the “Nominating Agreement”) duly executed by WIND Code and the other parties theretoTreasury Regulations thereunder.

Closing Deliverables. Immediately after At the Effective Time, WIND shall deliver, or cause to be delivered, to the parties theretoClosing, the following transactions shall occur simultaneously (no transaction shall be deemed to have been completed or any document delivered until all such transactions have been completed and all required documents (collectively, delivered to the “Closing Deliverables”satisfaction of the Buyer and its counsel): (a) At the Exchange Agreement dated as Closing, Seller shall deliver to Buyer the following: (i) the tangible Purchased Assets unless previously in the possession of Buyer; (ii) a xxxx of sale, in a form reasonably approved by the parties (the “Xxxx of Sale”) and duly executed by Seller, transferring the Purchased Assets to Buyer; (iii) an assignment and assumption agreement, in a form reasonably approved by the parties (the “Assignment and Assumption Agreement”) and duly executed by Seller, effecting the assignment to and assumption by Buyer of the Effective Date among WINDPurchased Assets and the Assumed Liabilities; (iv) one or more intellectual property assignments in respect of the Purchased Intellectual Property and, if applicable, the Company Purchased Intellectual Property Licenses, each in the form in the in a form reasonably approved by the parties (each, an “Intellectual Property Assignment”) and duly executed by Seller, transferring all of Seller’s right, title and interest in and to the intellectual property subject to such Intellectual Property Assignment; (v) a certificate duly signed by an officer of Seller, in a form satisfactory to Buyer, certifying as to the resolutions of the Seller’s manager and, if required, member, each authorizing the consummation of the transactions contemplated under this Agreement and the execution, delivery and performance of this Agreement, and all ancillary documents, agreements or instruments hereunder, by the Seller; and (vi) such other parties thereto substantially instruments of transfer, assumption, filings or documents, in form and substance reasonably satisfactory to Buyer, as may be required to give effect to this Agreement. (b) At the Closing, Buyer shall: (i) pay the Closing Cash Payment by wire transfer of immediately available funds to an account designated in writing by Seller prior to the Closing Date; (ii) issue to the Seller the Buyer Shares and shall issue to the Seller a stock certificate in respect of the Buyer Shares, pursuant to a mutually agreeable subscription agreement (the “Subscription Agreement”); (iii) issue to the Seller the Convertible Note, in the form attached hereto as Exhibit B A; (iv) deliver the “Exchange Agreement”) Xxxx of Sale duly executed by WIND, the Company and such of the other parties thereto as have executed the sameBuyer; (bv) deliver the Registration Rights Assignment and Assumption Agreement dated as of the Effective Date among WIND and the other parties thereto substantially in the form attached hereto as Exhibit C (the “Registration Rights Agreement”) duly executed by WIND and such Buyer; and (vi) deliver each Intellectual Property Assignment duly executed by Buyer; (vii) deliver to Seller a certificate duly signed by an officer of Buyer, in a form satisfactory to Seller, certifying as to the resolutions of the other parties thereto as have executed board of directors of Buyer authorizing the same;consummation of the transactions contemplated under this Agreement and the execution, delivery and performance of this Agreement, and all ancillary documents, agreements or instruments hereunder, by the Buyer. (c) At the Tax Receivable Agreement dated as Closing, each of Buyer and Seller shall agree upon the contents of the Effective Date among WIND, the Company and the other parties thereto substantially in the form attached hereto as Exhibit D (the “Tax Receivable Agreement”) duly executed by WIND, the Company and such of the other parties thereto as have executed the same; (d) The Agreement and Plan of Merger dated as of the Effective Date among WIND, the Company, D. E. Shaw MWPH Acquisition Holdings, L.L.C. and the Blocker LLCs party thereto substantially in the form attached hereto as Exhibit E (the “Blocker Merger Agreement”) duly executed by WIND, the Company and the other parties thereto; and (e) The Nominating Agreement dated as of the Effective Date among WIND, D. E. Shaw MWP Acquisition Holdings, L.L.C., D. E. Shaw MWPH Acquisition Holdings, L.L.C. and Madison Dearborn Capital Partners IV, L.P. substantially in the form attached hereto as Exhibit F (the “Nominating Agreement”) duly executed by WIND and the other parties theretoDisclosure Schedule.

Closing Deliverables. Immediately after (i) Seller shall have delivered to Buyer a certificate signed by the Effective Time, WIND shall deliver, or cause to be delivered, to the parties theretoChief Executive Officer, the following documents (collectivelyChief Financial Officer or the General Counsel of Seller, the “Closing Deliverables”): (a) the Exchange Agreement dated as of the Effective Date among WINDClosing Date, certifying that the Company conditions specified in Section 4.1(a) have been satisfied as of the Closing. (ii) Seller shall have delivered to Buyer (1) a duly executed General Assignment and Xxxx of Sale for the other parties thereto substantially Purchased Assets in a form reasonably acceptable to the form attached hereto as Exhibit B Parties (the “Exchange AgreementGeneral Assignment”); (2) assignments of the Transferred IP included within the Purchased Assets (other than the Transferred IP included within the Purchased Assets to be assigned via an Assignment and Assumption Agreement described in Section 4.3(a) below) in a form reasonably acceptable to the Parties, and (3) such other instruments of conveyance, assignment and transfer as shall be required to vest in Buyer good and marketable title and interest in and to the Purchased Assets (the agreements and other instruments referred to in this Section 4.1(g)(ii) and Section 4.3 are collectively referred to herein as the “Collateral Agreements”). (iii) Seller shall have delivered one or more assignments in form reasonably acceptable to Buyer and Seller to record the transfer of the Transferred IP included in the Purchased Assets to Buyer, in each place in which the applicable Trademark, Copyright, Patent or Domain Name is registered; and all of Seller’s and its Affiliates’ rights in and under the Transferred Agreements to Buyer. (iv) Seller shall have delivered to Buyer all necessary forms and certificates complying with applicable Legal Requirements, duly executed and acknowledged by WINDSeller, certifying that the Company and such transactions contemplated hereby are exempt from withholding under Section 1445 of the other parties thereto as have executed the same;Code. (bv) Seller shall have delivered to Buyer the Registration Rights Transition Services Agreement dated as of the Effective Date among WIND and the other parties thereto substantially in the form attached hereto as Exhibit C (the “Registration Rights Agreement”) duly executed by WIND and such of the other parties thereto as have executed the same;Seller. (cvi) the Tax Receivable Agreement dated as of the Effective Date among WIND, the Company and the other parties thereto substantially Seller shall have delivered to Buyer those documents referred to in the form attached hereto as Exhibit D (the “Tax Receivable Agreement”) duly executed by WIND, the Company and such of the other parties thereto as have executed the same;Section 4.3 to which it is a party. (dvii) The Agreement Any Transferred Agreements covering Purchased Assets shall be amended or other reasonable measures taken as reasonably approved by Buyer to ensure the transfer of rights and Plan of Merger dated as of the Effective Date among WIND, the Company, D. E. Shaw MWPH Acquisition Holdings, L.L.C. and the Blocker LLCs party thereto substantially in the form attached hereto as Exhibit E (the “Blocker Merger Agreement”) duly executed by WIND, the Company and the other parties thereto; and (e) The Nominating Agreement dated as of the Effective Date among WIND, D. E. Shaw MWP Acquisition Holdings, L.L.C., D. E. Shaw MWPH Acquisition Holdings, L.L.C. and Madison Dearborn Capital Partners IV, L.P. substantially in the form attached hereto as Exhibit F (the “Nominating Agreement”) duly executed by WIND and the other parties theretoobligations thereunder relate only to Purchased Assets.

Closing Deliverables. Immediately after At the Effective TimeClosing: (a) As consideration for the purchase of the Company Shares, WIND Buyer shall deliverpay, or cause to be deliveredpaid, $145,000,000, minus any amount paid by Buyer pursuant to the parties thereto, the following documents (collectively, the “Closing Deliverables”): (aSection 3.05(b) the Exchange Agreement dated as of the Effective Date among WIND, the Company and the other parties thereto substantially in the form attached hereto as Exhibit B (the “Exchange AgreementPurchase Price”) duly executed to Seller by WINDwire transfer of immediately available funds to the account of Seller identified by Seller at least two Business Days prior to the Closing (for the avoidance of doubt, the Company royalty payments to be made in accordance with Section 3.06 and such Section 3.07 shall be treated as further consideration for the acquisition of the other parties thereto as have executed the same;Company Shares). (b) Buyer shall put the Registration Rights Agreement dated Company in funds to enable it to repay any debts that the Company owes to Seller or any of Seller’s Subsidiaries as at Closing up to a maximum of $145,000,000 and shall procure that the Company immediately repays such debt in full (up to such maximum) and the balance of the Effective Date among WIND and Purchase Price shall be the other parties thereto substantially consideration for the Company Shares. All of Buyer’s obligations in the form attached hereto as Exhibit C (the “Registration Rights Agreement”) duly executed previous sentence shall be discharged in full by WIND and such of the other parties thereto as have executed the same;Buyer complying with its payment obligations in Section 3.05(a). (c) the Tax Receivable Agreement dated as of the Effective Date among WIND, the Company and the other parties thereto substantially in the form attached hereto as Exhibit D Seller shall deliver to Buyer: (the “Tax Receivable Agreement”i) duly executed by WINDtransfers of the Company Shares to Buyer together with the share certificate(s) for the Company Shares; (ii) a valid Irish tax reference number (within the meaning of the Stamp Duty (e-stamping of Instruments and Self-Assessment) Regulations 2012) for Seller and/or any registered owner of the Company Shares other than Seller, sufficient for Irish stamp duty purposes; (iii) such other documents, including any waivers or consents, as Buyer may require to enable Buyer to be registered as holders of the Company Shares; (iv) Organizational Documents, the seals, statutory books, registers and minute books (duly completed and written up to date), books of account, licenses, agreements, policies of insurance and all other books, documents or records, papers, correspondence and files of the Company; (v) upon Buyer’s written request prior to Closing, the written resignation of the auditors of the Company executed under seal and in the agreed form and incorporating a statement complying with section 400 of the Companies Act that there are no circumstances connected with the resignation that they consider should be brought to the notice of the members or creditors of the Company; (vi) the written resignations of the directors and the secretary of the Company (or such of them as Buyer may require) from their respective offices in the Company (and as employees of the Company if necessary), executed under seal and in the agreed form; (vii) copies of all bank mandates of the Company together with original bank statements issued by the Company’s bankers showing the current and deposit account balances of the Company at the close of business on the last Business Day preceding the Closing and all check books of the Company in current use and the cashbook balances of the Company at the Closing with reconciliation statements reconciling such balances with the bank statements referred to above; (viii) appropriate forms to amend the mandates given by the Company to its bankers; (ix) an irrevocable power of attorney in a form reasonably acceptable to Buyer whereby Buyer is appointed as the attorney of the Seller to receive notices of and to attend and vote at any meetings of the Company during the period while the Seller and/or its nominee(s) remain(s) as the registered holder of the Company Shares; (x) evidence satisfactory to Buyer of the release of all mortgages and charges over the Company Shares and/or assets of the Company; (xi) evidence on terms satisfactory to the Company of the release of any and all guarantees or indemnities or security given by the Company for the benefit of Seller or any of its Subsidiaries, or the directors of any of them; (xii) duly executed Irish Companies Registration Office Forms C6 relating to each existing charge registered at the Companies Registration Office at Closing with a charge status of “not satisfied” each signed by the Company or the relevant charge holder; (xiii) evidence on terms satisfactory to the Company of the release of all monies owing or owed to the Company (whether then due for payment or not) by Seller, any Affiliate of Seller or the directors thereto, any of the directors of the Company and/or by any Connected Person; (xiv) if required by Buyer, assign and/or deliver to the Company any asset whatsoever (including bank balances, agencies or appointments) in its name or in the name of any other parties thereto person not being the Company which asset is beneficially owned by the Company or is used by or required by the Company for the purposes of its business as have executed carried on at Closing; and (xv) evidence on terms reasonably satisfactory to Buyer of the same;assignment and transfer of the Product Assets from Seller and its Affiliates to the Company as contemplated by the Restructuring. (d) The Agreement In addition, Seller shall in writing and Plan under seal on its own behalf and on behalf of Merger dated as Seller and each of its Affiliates: (i) irrevocably waive any and all claims against the Effective Date among WINDCompany or its directors, agents or employees which Seller and/or each of Seller’s Affiliates may have outstanding at Closing, excluding, the Company, D. E. Shaw MWPH Acquisition Holdings, L.L.C. and the Blocker LLCs party thereto substantially amount of up to $145,000,000 (but no more) owing in the form attached hereto as Exhibit E (the “Blocker Merger Agreement”) duly executed respect of under any intercompany loan entered into by WIND, the Company and with Seller or any Seller Affiliate in connection with (A) the other parties theretoentry into the Product License Agreement by the Company and/or (B) any Product Assets; and (ii) acknowledge on terms satisfactory to Buyer that the Company is not indebted to Seller or any Affiliate of Seller, or any director of any of them. (e) The Nominating Agreement dated as Seller shall procure that board meetings of the Effective Date among WINDCompany shall be held at which: (i) such persons as Buyer may nominate shall be appointed additional directors and secretary of the Company; (ii) the transfers referred to in paragraph (c) of this Section 3.05 shall be approved (subject to the payment of stamp duty thereon, D. E. Shaw MWP Acquisition Holdings, L.L.C., D. E. Shaw MWPH Acquisition Holdings, L.L.C. if applicable); (iii) the resignations referred to in paragraphs (c)(v) and Madison Dearborn Capital Partners IV, L.P. substantially (c)(vi) of this Section 3.05 shall be submitted and accepted; (iv) the registered offices of the Company shall be changed to such address(es) in Ireland as Buyer may nominate; and (v) the existing bank mandates of the Company shall be cancelled and replaced by new mandates in such form attached hereto as Exhibit F (the “Nominating Agreement”) duly executed by WIND and the other parties theretoBuyer shall require.

Closing Deliverables. Immediately after a. At the Effective TimeClosing, WIND Seller shall deliverdeliver to Buyer the following: i. a bill of sale in form and substance satisfactory to Buyer (the "Bill of Sale") and duly executed by Seller, transferring the Tangible Personal Property included in the Purchased Assets to Buyer; ii. an assignment and assumption agreement in form and substance satisfactory to Buyer (the "Assignment and Assumption Agreement") and duly executed by Seller, effecting the assignment to and assumption by Buyer of the Purchased Assets and the Assumed Liabilities; iii. the consulting agreement for Xxxxx (the "Consulting Agreement") in form and substance satisfactory to Xxxxx and xxxx executed by Xxxxx; iv. tax clearance certificates from the taxing authorities in the jurisdictions that impose Taxes on Seller or cause where Seller has a duty to file Tax Returns in connection with the transactions contemplated by this Agreement and evidence of the payment in full or other satisfaction of any Taxes owed by Seller in those jurisdictions; v. a certificate of the Secretary (or equivalent officer) of Seller certifying as to (A) the resolutions of the board of directors and the shareholders of Seller, which authorize the execution, delivery, and performance of this Agreement, the Bill of Sale, the Assignment and Assumption Agreement, and the other agreements, instruments, and documents required to be delivered, to delivered in connection with this Agreement or at the parties thereto, the following documents Closing (collectively, the “Closing Deliverables”): "Transaction Documents") and the consummation of the transactions contemplated hereby and thereby, and (aB) the Exchange Agreement dated as names and signatures of the Effective Date among WIND, the Company officers of Seller authorized to sign this Agreement and the other parties thereto substantially Transaction Documents; and vi. such other customary instruments of transfer or assumption, filings, or documents, in form and substance reasonably satisfactory to Buyer, as may be required to give effect to the transactions contemplated by this Agreement. b. At the Closing, Owners shall deliver to Buyer the following: i. an assignment and assumption agreement in form attached hereto as Exhibit B and substance satisfactory to Buyer (the “Exchange "Intellectual Property and Goodwill Assignment and Assumption Agreement”") and duly executed by WINDOwners, effecting the Company assignment to and such assumption by Buyer of the other parties thereto as have executed Owners’ IP and the sameBusiness Goodwill. c. At the Closing, Xxxxx shall deliver to Sellers the following: i. the Purchase Price in accordance with the terms contained herein (less any amounts which may be withheld for outstanding Tax Liabilities); ii. the Assignment and Assumption Agreement duly executed by Buyer; iii. the Intellectual Property and Goodwill Assignment and Assumption Agreement duly executed by Xxxxx; iv. the Consulting Agreement duly executed by Xxxxx; and v. a certificate of the Secretary (bor equivalent officer) of Buyer certifying as to (A) the Registration Rights Agreement dated as resolutions of the Effective Date among WIND board of directors of Buyer, which authorize the execution, delivery, and performance of this Agreement and the Transaction Documents and the consummation of the transactions contemplated hereby and thereby, and (B) the names and signatures of the officers of Buyer authorized to sign this Agreement and the other parties thereto substantially in the form attached hereto as Exhibit C (the “Registration Rights Agreement”) duly executed by WIND and such of the other parties thereto as have executed the same; (c) the Tax Receivable Agreement dated as of the Effective Date among WIND, the Company and the other parties thereto substantially in the form attached hereto as Exhibit D (the “Tax Receivable Agreement”) duly executed by WIND, the Company and such of the other parties thereto as have executed the same; (d) The Agreement and Plan of Merger dated as of the Effective Date among WIND, the Company, D. E. Shaw MWPH Acquisition Holdings, L.L.C. and the Blocker LLCs party thereto substantially in the form attached hereto as Exhibit E (the “Blocker Merger Agreement”) duly executed by WIND, the Company and the other parties thereto; and (e) The Nominating Agreement dated as of the Effective Date among WIND, D. E. Shaw MWP Acquisition Holdings, L.L.C., D. E. Shaw MWPH Acquisition Holdings, L.L.C. and Madison Dearborn Capital Partners IV, L.P. substantially in the form attached hereto as Exhibit F (the “Nominating Agreement”) duly executed by WIND and the other parties theretoTransaction Documents.

Closing Deliverables. Immediately after (a) At the Effective TimeClosing, WIND the Company and/or the Sellers, as applicable and as indicated, shall deliver, deliver or cause to be delivered, delivered to the parties thereto, Purchaser the following documents (collectively, the “Closing Deliverables”):following: (ai) the Exchange Agreement dated as Company shall deliver evidence reasonably satisfactory to the Purchaser that the transfer of the Effective Date among WINDInterests has been appropriately entered on the equity transfer books of the Company; (ii) assignments transferring the Interests, duly executed by the Company and the other parties thereto applicable Sellers, substantially in the form attached hereto as set forth in Exhibit B (the “Exchange AgreementAssignments”); provided, that the Assignment for the Unrivaled Remainder Interest shall be endorsed by Unrivaled in blank, to be dated and effective as provided in Section 2.01(d); (iii) the Lease Consent, duly executed by WINDthe applicable parties thereto; (iv) the MSA, duly executed by the applicable parties thereto; (v) a Guaranty and Security Agreement substantially in the form set forth in Exhibit D securing the Promissory Note (the “Pledge Agreement”), duly executed by People’s; (vi) a Security Agreement substantially in the form set forth in Exhibit E securing the Promissory Note, duly executed by People’s; (vii) certified resolutions from the governing bodies of each of the Sellers authorizing this Agreement, the Company Ancillary Agreements to which it is a party, and such the transactions contemplated hereby and thereby; and (viii) without limitation by specific enumeration of the foregoing, all other parties thereto as have executed documents reasonably required by the same;Purchaser to consummate the transactions contemplated by this Agreement. (b) At the Registration Rights Agreement dated as of Closing, the Effective Date among WIND and Purchaser shall deliver or cause to be delivered to the other parties thereto substantially in Sellers the form attached hereto as Exhibit C following: (i) the “Registration Rights Agreement”) MSA, duly executed by WIND and such of the other applicable parties thereto as have executed the samethereto; (cii) the Tax Receivable Agreement dated as of Purchase Price, in accordance with this Section 2 and Schedule I; (iii) the Effective Date among WINDLease Consent, the Company and the other parties thereto substantially in the form attached hereto as Exhibit D (the “Tax Receivable Agreement”) duly executed by WIND, the Company and such of the other applicable parties thereto as have executed the samethereto; (div) The Agreement and Plan of Merger dated as of the Effective Date among WIND, the Company, D. E. Shaw MWPH Acquisition Holdings, L.L.C. and the Blocker LLCs party thereto substantially in the form attached hereto as Exhibit E (the “Blocker Merger Agreement”) Promissory Note duly executed by WINDthe Purchaser; (v) the Pledge Agreement duly executed by the Purchaser; (vi) the Security Agreement duly executed by the Purchaser; (vii) certified resolutions from the governing body of Purchaser authorizing this Agreement, the Company Ancillary Agreements to which it is a party, and the other parties theretotransactions contemplated hereby and thereby; and (eviii) The Nominating Agreement dated as without limitation by specific enumeration of the Effective Date among WINDforegoing, D. E. Shaw MWP Acquisition Holdings, L.L.C., D. E. Shaw MWPH Acquisition Holdings, L.L.C. and Madison Dearborn Capital Partners IV, L.P. substantially in all other documents reasonably required by the form attached hereto as Exhibit F (Sellers to consummate the “Nominating transactions contemplated by this Agreement”) duly executed by WIND and the other parties thereto.

Closing Deliverables. Immediately after (a) At the Effective TimeClosing, WIND Sellers shall deliverdeliver to Buyer the following: (i) a stock power in the form of Exhibit B hereto and duly executed by each Seller, effecting the assignment to Buyer of the Purchased Stock; (ii) copies of all consents, approvals, waivers, pay off letters, releases, Form UCC-3 terminations, and authorizations referred to in Section 2.02(a)(ii) of the Disclosure Schedules, or cause such other evidence that all Indebtedness of the Seller Companies has been satisfied prior to Closing, in each such case satisfactory to Buyer; (iii) a certificate pursuant to Treasury Regulations Section 1.1445-2(b) that each Seller is not a “foreign person” within the meaning of Section 1445 of the Internal Revenue Code duly executed by such Seller; (iv) a certificate of the Secretary or Assistant Secretary (or equivalent officer) of IMMCO certifying as to (A) the resolutions of the board of directors and shareholders of IMMCO, duly adopted and in effect, which authorize the execution, delivery and performance of this Agreement, the documents to be delivereddelivered hereunder and the transactions described herein; (B) the articles of incorporation and bylaws of IMMCO, including all amendments thereto, each as in effect as of immediately prior to the Closing; and (C) the names and signatures of officers of IMMCO authorized to sign the documents to be delivered by IMMCO hereunder; (v) a mutual release (the “Mutual Release”) in a form mutually acceptable to the parties theretoduly executed by each Seller in favor of the Seller Companies; (vi) the Funds Flow Agreement (the “Funds Flow”), duly executed by each Seller, the following documents (collectively, the “Closing Deliverables”): (a) the Exchange Agreement dated as final form of the Effective Date among WIND, the Company and the other parties thereto substantially in the form which is attached hereto as Exhibit B C; (vii) the Lock-Up Letter Agreements (the “Exchange AgreementLock-Up Agreements”) ), the final forms of which are attached hereto as Exhibit D, duly executed by WINDeach such Seller; (viii) a copy of the independent contractor agreements by and between IMMCO and each of Ramesh and Xxxx (each, an “IC Agreement”), duly executed by each such Seller; (ix) the Lease Amendment between IMMCO and IMMCO Holdings, LLC (“Landlord”), the Company final form of which is attached hereto as Exhibit E; (x) such other customary instruments of transfer, assumption, filings or documents, in form and such substance reasonably satisfactory to Buyer, as may be required to give effect to this Agreement; (xi) a copy of the governing documents of the Seller Companies, the minute books of the Seller Companies, and the record books and equity ledgers relating to the organization, ownership and maintenance of the Seller Companies, in each case, to the extent in the Seller Companies’ possession; provided that, to the extent any such records, documents, files, memoranda or papers of any Seller Company are held or maintained at the principal office location of such Seller Company as of Closing, delivery thereof shall be deemed to have automatically occurred at Closing without further action required by any party; (xii) all of the financial and accounting records, documents, files, memoranda and other material papers relating exclusively to the Seller Companies (other than those records which Sellers are required to keep by Law), in each case, to the extent in the Seller Companies’ possession; provided that, to the extent any such records, documents, files, memoranda or papers of any Seller Company are held or maintained at the principal office location of such Seller Company as of Closing, delivery thereof shall be deemed to have automatically occurred at Closing without further action required by any party; (xiii) a mutual release and acknowledgement in a form mutually agreeable to the parties thereto (the “IC Phantom Holder Release”), duly executed by the IC Phantom Holder in favor of the Seller Companies; (xiv) a release and acknowledgement in favor of the Seller Companies by each of the Phantom Holders (other than the IC Phantom Holder) in a form mutually agreeable to the parties that, upon payment of the applicable Phantom Stock Payment to a Phantom Holder, such Phantom Holder shall have no further rights against the Seller Companies; (xv) a stock power in the form of Exhibit F hereto and duly executed by Xxxx, effecting the assignment by Xxxx of the Minority Interests to the Buyer Designee; and (xvi) such other customary instruments of transfer, assumption, filings or documents, in form and substance reasonably satisfactory to Buyer, as have executed may be required to give effect to the same;Minority Interests Transfer. (b) At the Registration Rights Agreement dated as of Closing, the Effective Date among WIND and Buyer Parties shall deliver to Sellers the other parties thereto substantially in following: (i) the form attached hereto as Exhibit C (the “Registration Rights Agreement”) Funds Flow, duly executed by WIND the Buyer Parties and such of the other parties thereto Xxxx Xxxx & Farnham, LLP, as have executed the samedisbursing agent for Buyer; (cii) the Tax Receivable Agreement dated as of the Effective Date among WIND, the Company and the other parties thereto substantially Closing Cash in the form attached hereto amounts set forth on Schedule 1.02(b)(ii) by wire transfer of immediately available funds to the accounts of Sellers as Exhibit D set forth on the Funds Flow; (iii) restricted stock certificates of OEG evidencing the “Tax Receivable Agreement”) Closing Stock Consideration, each duly executed by WINDthe President (or equivalent authorized officers) of OEG or, a copy of irrevocable instructions to OEG’s transfer agent to issue the Company and such of the other parties thereto as have executed the sameClosing Stock Consideration to each Seller pursuant to Section 1.02 hereof; (div) The Agreement and Plan of Merger dated as of the Effective Date among WINDLock-Up Agreements, the Company, D. E. Shaw MWPH Acquisition Holdings, L.L.C. and the Blocker LLCs party thereto substantially in the form attached hereto as Exhibit E (the “Blocker Merger Agreement”) duly executed by WINDOEG; (v) a certificate of the Secretary or Assistant Secretary (or equivalent officer) of each Buyer Party certifying as to (A) the resolutions of the board of directors of Buyer Party, duly adopted and in effect, which authorize the execution, delivery and performance of this Agreement, the Company documents to be delivered hereunder and the other parties thereto; and (e) The Nominating Agreement dated as of the Effective Date among WIND, D. E. Shaw MWP Acquisition Holdings, L.L.C., D. E. Shaw MWPH Acquisition Holdings, L.L.C. and Madison Dearborn Capital Partners IV, L.P. substantially in the form attached hereto as Exhibit F (the “Nominating Agreement”) duly executed by WIND and the other parties thereto.transactions described herein;

Closing Deliverables. Immediately after On the Effective Timeday of the closing, WIND shall Seller will deliver, or cause to be delivered, to Purchaser: (i) The PR Marine Shares evidencing up to one hundred percent (100%) owner SYHI interest in and to PR Marine and the parties theretoBusiness; and (ii) A Xxxx of Sale in the form of, and as set forth in, Exhibit A annexed hereto and the ancillary documents set forth as schedules hereto, duly executed by Seller; and (iii) The Assignment of Liabilities in the form of, and as set forth in, (iv) Such other good and sufficient instruments of conveyance, assignment and transfer, in form and substance reasonably satisfactory to Purchaser’s counsel, as shall be effective to vest in Purchaser good and marketable title of up to one hundred percent (100%) owner SYHI of the Business and the Assets, and as shall be necessary to reflect the assignment and assumption of the Assigned Liabilities. Such documents shall include, but not be limited to: (1) The Assignment and Assumption Agreement(s) for permits, licenses and authorizations to assume all business and agency agreements and marketing rights of PR Marine Inc. USA specifically for the territory of USA and Canada including North & South America and Mexico. (2) Trademarks or trade names, including the name and logos for PR Marine and related marks or names, and other Intellectual Property assignment(s). (v) All contracts, files and other data and documents pertaining to the Assets or the Business (which may be delivered at the offices of Seller), except Seller’s minute books, shareholder transfer and owner SYHI records, and such other financial and other records that may be necessary or desirable to be maintained by Seller on and after the Closing Date in connection with its compliance with all Applicable Laws, rules and regulations, the following documents (collectivelyfiling of all Tax Returns or Immigration petitions, the “Closing Deliverables”):and its compliance with its covenants and agreements hereunder; and (avi) the Exchange Agreement A certificate signed by Seller dated as of the Effective Date among WINDClosing Date, to the Company effect that the representations and the other parties thereto substantially warranties made by Seller in the form attached hereto as Exhibit B (the “Exchange Agreement”) duly this Agreement and in any document, instrument and/or agreement to be executed and/or delivered by WINDSeller pursuant to this Agreement are true, the Company complete and such of the other parties thereto as have executed the same; (b) the Registration Rights Agreement dated correct in all material respects at and as of the Effective Date among WIND Closing with the same force and effect as those representations and warranties made on the other parties thereto substantially in the form attached hereto as Exhibit C (the “Registration Rights Agreement”) duly executed by WIND and such of the other parties thereto as have executed the same; (c) the Tax Receivable Agreement dated date hereof or as of such date as set forth therein, and that Seller has conformed and complied with in all material respects all of its respective covenants, agreements, and obligations under this Agreement, which are to be performed and complied with by Seller at or prior to the Effective Date among WIND, the Company and the other parties thereto substantially in the form attached hereto as Exhibit D (the “Tax Receivable Agreement”) duly executed by WIND, the Company and such of the other parties thereto as have executed the same; (d) The Agreement and Plan of Merger dated as of the Effective Date among WIND, the Company, D. E. Shaw MWPH Acquisition Holdings, L.L.C. and the Blocker LLCs party thereto substantially in the form attached hereto as Exhibit E (the “Blocker Merger Agreement”) duly executed by WIND, the Company and the other parties theretoClosing; and (evii) The Nominating Agreement dated as A Release by Seller in favor of Purchaser in a form acceptable to the parties and their respective counsel; (viii) A copy certified by the secretary or similar officer of PR Marine of the Effective Date among WINDduly adopted resolutions of the Board of Directors and Stockholders approving this Agreement and authorizing the execution and delivery of this Agreement, D. E. Shaw MWP Acquisition Holdingsincluding the documents, L.L.C.instruments, D. E. Shaw MWPH Acquisition Holdingscertificates and agreements to be executed and/or delivered by Seller or PR Marine pursuant hereto, L.L.C. and Madison Dearborn Capital Partners IV, L.P. substantially in the form attached hereto as Exhibit F (the “Nominating Agreement”) duly executed by WIND and the consummation of the transactions contemplated hereby and thereby; and (ix) A certificate of good standing or valid company trade license for PR Marine Inc issued by the appropriate authority of Florida dated on or before thirty (30) days after the Closing Date; and (x) Such other documents and items as are reasonably necessary or appropriate to effect the consummation of the transactions contemplated hereby; and (xi) A legal opinion in a form acceptable to the parties theretoand their respective counsel.

Closing Deliverables. Immediately after (a) The obligations of Purchaser to consummate the transactions contemplated hereby at Closing are subject to the fulfillment, on or before the Closing, of each of the following conditions unless waived by the Purchaser: (i) Solely during the period beginning on the Effective TimeDate and ending on the Outside Date, WIND the waiting period (and any extension thereof) applicable to the consummation of the transactions contemplated by this Agreement under the HSR Act shall deliverhave expired or otherwise been terminated; (ii) The Seller shall have delivered the Bill of Sale & Axxxxnment and Assumption Agreement, duly executed by an authorized officer of the Seller; (iii) The Seller shall have delivered the Transition Services Agreement, duly executed by an authorized officer of the Seller; (iv) The Seller shall have delivered (or cause caused to be delivered, to the parties thereto, the following documents (collectively, the “Closing Deliverables”): (a) the Exchange Agreement dated as each of the Effective Date among WINDIntellectual Property Assignment Agreements, the Company and the other parties thereto substantially in the form attached hereto as Exhibit B (the “Exchange Agreement”) duly executed by WIND, the Company and such an authorized officer of the Seller or Dr. Reddy’s Laboxxxxxxxx, Xnc., as applicable; and (v) The Seller shall have delivered such other parties thereto documents as have executed the same;Purchaser may reasonably request to give effect to this Agreement. (b) The obligations of Seller to consummate the Registration Rights Agreement dated as transactions contemplated hereby at Closing are subject to the fulfillment, on or before the Closing, of each of the following conditions unless waived by the Seller: (i) Solely during the period beginning on the Effective Date among WIND and ending on the other parties thereto substantially Outside Date, the waiting period (and any extension thereof) applicable to the consummation of the transactions contemplated by this Agreement under the HSR Act shall have expired or otherwise been terminated; (ii) Purchaser shall have delivered the payment of the Cash Consideration in accordance with Section 3.02(b); (iii) Purchaser shall have delivered the form attached hereto as Exhibit C (the “Registration Rights Bill of Sale & Axxxxnment and Assumption Agreement”) , duly executed by WIND and such an authorized officer of the Purchaser; (iv) Purchaser shall have delivered the Transition Services Agreement, duly executed by an authorized officer of the Seller; (v) Purchaser shall have delivered each of the Intellectual Property Assignment Agreement, duly executed by an authorized officer of the Purchaser; (vi) Purchaser shall have delivered such other parties thereto documents as have executed the same;Seller may reasonably request to give effect to this Agreement. (c) At least [***] prior to the Tax Receivable Agreement dated Closing, the Purchaser shall have delivered a purchase order to the Seller pursuant to which the Seller shall transfer, effective as of and subject to the Effective Date among WINDClosing, such identified engineering batches of Product that are and located at the Company and the other parties thereto substantially Seller’s contract manufacturing organization in the form attached hereto as Exhibit D (the “Tax Receivable consideration of Purchaser’s fulfillment of its obligations at Closing pursuant to this Agreement”) , duly executed by WIND, the Company and such an authorized officer of the other parties thereto as have executed the same; (d) The Agreement and Plan of Merger dated as of the Effective Date among WIND, the Company, D. E. Shaw MWPH Acquisition Holdings, L.L.C. and the Blocker LLCs party thereto substantially in the form attached hereto as Exhibit E (the “Blocker Merger Agreement”) duly executed by WIND, the Company and the other parties thereto; and (e) The Nominating Agreement dated as of the Effective Date among WIND, D. E. Shaw MWP Acquisition Holdings, L.L.C., D. E. Shaw MWPH Acquisition Holdings, L.L.C. and Madison Dearborn Capital Partners IV, L.P. substantially in the form attached hereto as Exhibit F (the “Nominating Agreement”) duly executed by WIND and the other parties theretoPurchaser.

Closing Deliverables. Immediately after the Effective Time, WIND shall deliver, or cause to be delivered, to the parties thereto, the following documents (collectively, the “Closing Deliverables”): (a) At the Exchange Agreement dated Closing, and as of a condition to the Effective Date among WINDPurchaser's obligations hereunder, the Company and will deliver the other parties thereto substantially in following to the form attached hereto as Exhibit B Purchasers: (the “Exchange i) an executed copy of this Agreement”) duly executed by WIND, the Company and such of the other parties thereto as have executed the same; (bii) an executed copy of the Registration Rights Agreement dated as of the Effective Date among WIND and the other parties thereto substantially in the form attached hereto as Exhibit C (the “Registration Rights Agreement”) duly executed by WIND and such of the other parties thereto as have executed the same; (c) the Tax Receivable Agreement dated as of the Effective Date among WIND, the Company and the other parties thereto substantially in the form attached hereto as Exhibit D (the “Tax Receivable Agreement”) duly executed by WIND, the Company and such of the other parties thereto as have executed the same; (d) The Agreement and Plan of Merger dated as of the Effective Date among WIND, the Company, D. E. Shaw MWPH Acquisition Holdings, L.L.C. and the Blocker LLCs party thereto substantially in the form attached hereto as Exhibit E (the “Blocker Merger "Registration Rights Agreement”"); (iii) duly an executed by WINDcopy of corporate resolutions and Board authorizations which pursuant to Delaware law authorize the issuance of the Shares and Warrants to Purchasers as set forth herein; (iv) an executed copy of documents evidencing the restructuring of Company's currently outstanding debentures on the terms set forth herein, as well as the Company restructuring of Company's related party indebtedness on the terms set forth herein at paragraph 8.1; (v) Such documents from the American Stock Exchange, and any other applicable regulatory bodies (collectively "AMEX") which set forth that Purchasers' purchase of the Shares and Warrants on the terms set forth in this Agreement and the Related Agreements (as hereinafter defined) has been approved by the AMEX such that Purchasers' purchase of the Shares and Warrants is completely free and clear of any voting restrictions which may be imposed by the AMEX pursuant to Section 713, and any other parties theretoapplicable sections, of the American Stock Exchange Company Guide, and any additional applicable and related regulations (collectively "Regulatory Approval"); (vi) an opinion of Company counsel that the Shares and Warrants have been properly authorized, conform with all laws relating to their issuance, and are free and clear of all liens, charges, or assessments of any form and character as of the Closing Date; (vii) stock certificates representing the Shares purchased at the Closing; and (eviii) the Warrants purchased at the Closing. The Nominating Warrants, Registration Rights Agreement dated and Amended Articles are referred to herein as the "Related Agreements." (b) At the Closing, each Purchaser will deliver the following to the Company: (i) an executed copy of this Agreement; (ii) an executed copy of the Effective Date among WINDRegistration Rights Agreement; (iii) the purchase consideration for the Shares to be purchased by such Purchaser at the Closing, D. E. Shaw MWP Acquisition Holdings, L.L.C., D. E. Shaw MWPH Acquisition Holdings, L.L.C. and Madison Dearborn Capital Partners IV, L.P. substantially in via wire transfer to an account designated by the form attached hereto as Exhibit F Company; and (iv) Approval of the “Nominating Agreement”) duly executed by WIND and the other parties thereto.Hong Kong Stock Exchange..

Closing Deliverables. Immediately after (i) Seller shall have delivered to Purchaser a certificate signed by either the Effective TimeCFO or the General Counsel of Seller, WIND shall deliverdated the date of the Closing Date, or cause to be delivered, to certifying that the parties thereto, the following documents (collectively, the “Closing Deliverables”): (aconditions specified in Section 4.1(a) the Exchange Agreement dated have been satisfied as of the Effective Date among WIND, Closing. (ii) Seller shall have delivered to Purchaser (1) a duly executed General Assignment and Xxxx of Sale for the Company and the other parties thereto substantially Purchased Assets in the form attached of Exhibit C hereto as Exhibit B (the “Exchange AgreementGeneral Assignment”); (2) assignments of the Transferred IP (other than the Transferred IP to be assigned via an Assignment and Assumption Agreement described in Section 4.3(a) below) in the forms reflected in Exhibit D hereto (“IP Assignments”); and (3) such other instruments of conveyance, assignment and transfer as shall be required to vest in Purchaser good and marketable title and interest in and to the Purchased Assets (the General Assignment, IP Assignments, the Assignment and Assumption, the Transition Services Agreement and the instruments referred to in clause (iii) being collectively referred to herein as the “Collateral Agreements”). (iii) Seller shall have delivered one or more assignments in form reasonably acceptable to Purchaser and Seller to record the transfer of the Registered IP included in the Purchased Assets to Purchaser in each place in which the applicable Trademark, Copyright or Domain Name is registered (“Registered IP Filings”); and all of Seller’s and its Affiliates’ rights in and under the Transferred Agreements. (iv) Seller shall have delivered to Purchaser all necessary forms and certificates complying with applicable Legal Requirements, duly executed and acknowledged by WINDSeller, certifying that the Company and such transactions contemplated hereby are exempt from withholding under Section 1445 of the other parties thereto as have executed the same;Code. (bv) the Registration Rights Agreement dated as of the Effective Date among WIND and the other parties thereto substantially Seller shall have delivered to Purchaser those documents referred to in the form attached hereto as Exhibit C (the “Registration Rights Agreement”) duly executed by WIND and such of the other parties thereto as have executed the same;Section 4.3 to which it is a party. (cvi) Seller shall have entered into the Tax Receivable Agreement dated as of the Effective Date among WINDHulu New Agreements with Hulu, the Company and the other parties thereto substantially LLC in the a form attached hereto as Exhibit D (the “Tax Receivable Agreement”) duly executed by WIND, the Company and such of the other parties thereto as have executed the same;reasonably satisfactory to Purchaser. (dvii) The Agreement CW Release shall be in form and Plan of Merger dated as of substance reasonably satisfactory to Purchaser and shall have been fully executed and delivered, and shall provide that Purchaser is a third-party beneficiary thereunder and shall have been approved by the Effective Date among WIND, the Company, D. E. Shaw MWPH Acquisition Holdings, L.L.C. and the Blocker LLCs party thereto substantially in the form attached hereto as Exhibit E (the “Blocker Merger Agreement”) duly executed by WIND, the Company and the other parties thereto; andBankruptcy Court. (eviii) The Nominating Agreement dated Any other Transferred Agreements covering Purchased Assets and assets other than the Purchased Assets shall be amended or other reasonable measures taken as reasonably approved by Purchaser to ensure the transfer of rights and obligations thereunder relate only to the Effective Date among WIND, D. E. Shaw MWP Acquisition Holdings, L.L.C., D. E. Shaw MWPH Acquisition Holdings, L.L.C. and Madison Dearborn Capital Partners IV, L.P. substantially in the form attached hereto as Exhibit F (the “Nominating Agreement”) duly executed by WIND and the other parties theretoPurchased Assets.

Closing Deliverables. Immediately after At or before the Effective TimeClosing, WIND Sellers and the Company, as applicable, shall execute, or cause to be executed, and shall deliver, or cause to be delivered, to Buyer, all agreements, instruments, notices, certificates and other documents, or counterpart signatures thereof, which are required to be delivered by Sellers and the parties theretoCompany, as applicable, pursuant to the following documents (collectivelyprovisions of this Agreement, and Buyer shall execute, or cause to be executed, and shall deliver, or cause to be delivered to Sellers all directions and all agreements, instruments, notices, certificates and other documents, or counterpart signatures thereof, which Buyer is required to deliver or cause to be delivered pursuant to the “Closing Deliverables”):provisions of this Agreement, including the following: (a) Deliverables to be delivered by Sellers and the Exchange Agreement dated as of Company: (i) this Agreement, duly executed by Sellers and the Effective Date Company; (ii) duly executed VIE agreements by and among WINDWFOE, the Company and the other parties thereto substantially in Sellers; (iii) certified copies of all necessary Company resolutions, authorizations and proceedings of the form attached hereto as Exhibit B (the “Exchange Agreement”) duly executed by WINDdirectors, shareholders, members or managers of the Company that are required to be taken or obtained to authorize the execution, delivery and performance of this Agreement and the VIE Agreements and completion of such other transactions contemplated herein; (iv) evidence of discharge of all Encumbrances (or arrangements satisfactory to the Buyer thereof); (v) resignations of Company officers and/or directors as requested by Buyer; and (vi) all such other parties thereto documents and instruments that are incidental to the foregoing as have executed the same;Buyer may reasonably require. (b) the Registration Rights Agreement dated as of the Effective Date among WIND Deliverables to be delivered or cause to be delivered by Buyer: (i) this Agreement, duly executed by Buyer and the other parties thereto substantially in the form attached hereto as Exhibit C WFOE; and (the “Registration Rights Agreement”ii) duly executed VIE agreements by WIND and such of the other parties thereto as have executed the sameWFOE; (ciii) Instruction letter to issue 10,000,000 Ordinary Shares to the Tax Receivable Agreement dated as of the Effective Date among WIND, the Company and the other parties thereto substantially in the form attached hereto as Exhibit D (the “Tax Receivable Agreement”) duly executed by WIND, the Company and such of the other parties thereto as have executed the sameSellers; (div) The Agreement and Plan wire of Merger dated as of US$2.4 million in immediately available fund to bank account designated by the Effective Date among WIND, the Company, D. E. Shaw MWPH Acquisition Holdings, L.L.C. and the Blocker LLCs party thereto substantially in the form attached hereto as Exhibit E (the “Blocker Merger Agreement”) duly executed by WIND, the Company and the other parties thereto; andSeller; (ev) The Nominating Agreement dated as of all such other documents and instruments that Sellers may reasonably require in connection with the Effective Date among WIND, D. E. Shaw MWP Acquisition Holdings, L.L.C., D. E. Shaw MWPH Acquisition Holdings, L.L.C. and Madison Dearborn Capital Partners IV, L.P. substantially in the form attached hereto as Exhibit F (the “Nominating Agreement”) duly executed by WIND and the other parties theretotransactions contemplated hereby.

Closing Deliverables. Immediately after the Effective Time, WIND shall deliver, On or cause to be delivered, prior to the parties theretoClosing Date, Purchaser shall have delivered to Seller all of the following documents (collectively, the “Closing Deliverables”):following: (a) a certificate from Purchaser in a form reasonably satisfactory to Seller, dated the Exchange Agreement dated as Closing Date, stating that the preconditions specified in Sections 8.1 and 8.2 have been satisfied; (b) copies of resolutions, certified by the Secretary of Purchaser, of the Effective Date among WIND, the Company stockholders of Purchaser and of Purchaser's board of directors approving this Agreement and the transactions contemplated by this Agreement; (c) certificates of the Secretary of State of the State of Delaware and all other parties thereto states where Purchaser is qualified to do business providing that Purchaser is in good standing, except where any failure to be so qualified to do business, individually or in the aggregate, would not give rise to a Material Adverse Effect; (d) a copy of the certificate of incorporation and bylaws or equivalent governing documents of Purchaser certified by the appropriate authority in the jurisdiction in which such entity was incorporated or organized; (e) a legal opinion (subject to certain qualifications and assumptions) of counsel to Purchaser that such counsel is of the opinion that the Transaction Documents have been duly authorized by Purchaser and are enforceable against Purchaser in accordance with applicable law; (f) a counterpart executed copy of an assumption agreement in substantially in the form attached hereto as Exhibit B (the “Exchange Agreement”) duly executed by WIND, the Company and such of the other parties thereto as have executed the same; (b) the Registration Rights Agreement dated as of the Effective Date among WIND EXHIBIT C whereby Purchaser and the other parties thereto substantially in Acquired Companies assume certain specified obligations of Seller related to the form attached hereto as Exhibit C (the “Registration Rights Agreement”) duly executed by WIND and such of the other parties thereto as have executed the same; (c) the Tax Receivable Agreement dated as of the Effective Date among WIND, the Company and the other parties thereto substantially in the form attached hereto as Exhibit D (the “Tax Receivable Agreement”) duly executed by WIND, the Company and such of the other parties thereto as have executed the same; (d) The Agreement and Plan of Merger dated as of the Effective Date among WIND, the Company, D. E. Shaw MWPH Acquisition Holdings, L.L.C. and the Blocker LLCs party thereto substantially in the form attached hereto as Exhibit E (the “Blocker Merger Agreement”) duly executed by WIND, the Company and the other parties theretoAcquired Companies; and (eg) The Nominating Agreement dated such other documents or instruments as of Seller may reasonably request to effect the Effective Date among WIND, D. E. Shaw MWP Acquisition Holdings, L.L.C., D. E. Shaw MWPH Acquisition Holdings, L.L.C. and Madison Dearborn Capital Partners IV, L.P. substantially transactions contemplated hereby. Any condition specified in the form attached hereto as Exhibit F (the “Nominating Agreement”) duly this Section 8 may be waived by Seller in its sole discretion; PROVIDED that no such waiver shall be effective unless it is set forth in a writing executed by WIND and the other parties theretoSeller.

Closing Deliverables. Immediately after the Effective Time, WIND shall deliver, or cause to be delivered, to the parties thereto, the following documents (collectively, the “Closing Deliverables”): (a) the Exchange Agreement dated as Subject to fulfillment or waiver of the Effective Date among WINDconditions set forth in Article VIII, at the Closing, the Company and Seller Parties will deliver to Buyer the other parties thereto substantially in the form attached hereto as Exhibit B following: (i) (A) a Xxxx of Sale (the “Exchange Xxxx of Sale”) executed by each Seller, transferring the Tangible Personal Property included in the Assets to Buyer (or controlled Affiliates designated by Buyer), and (B) an Assignment and Assumption Agreement (“Assignment and Assumption Agreement”) duly executed by WINDeach Seller, effecting the assignment and assumption to Buyer (or controlled Affiliates designated by Buyer) of the intangible property rights included in the Assets and the Assumed Liabilities, each substantially in the form of Exhibit B attached hereto; (ii) an Intellectual Property Assignment, substantially in the form of Exhibit C attached hereto, duly executed by each Seller, transferring all of such Seller’s right, title and interest in and to the Purchased Intellectual Property to Buyer (or controlled Affiliates designated by Buyer); (iii) with respect to each parcel of Owned Real Property, a special warranty deed substantially in the form of Exhibit D-1, duly executed and notarized by the applicable Seller; (iv) an Assignment and Assumption of Lease, with respect to each of the Leases that are Assigned Contracts, substantially in the form of Exhibit D-2 (collectively, the Company and such “Lease Assignments”), duly executed by the applicable Seller; (v) the Escrow Agreement, duly executed by the Sellers’ Representative; (vi) a certificate of the Secretary or another officer of each Seller, dated as of the Closing Date, (A) certifying as complete and accurate as of the Closing Date attached copies of the Organizational Documents of such Seller (including a copy of such Seller’s Organizational Documents and all amendments thereto); (B) certifying and attaching all requisite resolutions or actions of such Seller’s Governing Authority approving the execution, delivery and performance of this Agreement and the other parties thereto Acquisition Documents and the Subject Transactions; and (C) certifying as to the incumbency and signatures of the officers of such Seller executing this Agreement and the other Acquisition Documents; (vii) a certificate pursuant to Treasury Regulations Section 1.445-2(b), duly executed by each Seller transferring Real Property, certifying that such Seller is not a foreign person within the meaning of Section 1445 of the Code; (viii) all certificates required by Article VII; (ix) the Payoff and Release Letters, as contemplated by Section 5.05; (x) the Required Consent, as contemplated by Section 7.01(f); (xi) a Consulting Agreement, substantially in the form of Exhibit E attached hereto, duly executed by Magnum Management Corporation and Waterpark Management, LLC, a Texas limited liability company formed as a result of the conversion of Waterpark Management, Inc., a Texas corporation (the “Consulting Agreement”); (xii) the Shared Services Agreement with respect to the Schlitterbahn South Padre Island Waterpark, substantially in the form of Exhibit F-1 attached hereto (the “South Padre Shared Services Agreement”); duly executed by Buyer, Enterprize Management, Inc., and Schlitterbahn Beach Resort Management, LLC; (xiii) the Shared Services Agreement with respect to the Schlitterbahn Corpus Christi Waterpark, substantially in the form of Exhibit F-2 attached hereto (and with such changes as may be agreed to by Diamond Beach Holdings, LLC and Buyer between the date of this Agreement and Closing) (the “Corpus Christi Shared Services Agreement”), duly executed by Buyer and Diamond Beach Holdings, LLC (and Buyer shall consider in good faith all changes to the form set forth on Exhibit F-2 as may be reasonably requested by Diamond Beach Holdings, LLC prior to the Closing, but Buyer shall not be obligated to accept such changes); (xiv) the Shared Services Agreement with respect to Waterpark Management, Inc., substantially in the form of Exhibit F-3 attached hereto (the “Family Tail Shared Services Agreement”); duly executed by Buyer and Waterpark Management, Inc.; (xv) confirmation that any notice required to be given to any Person prior to Closing, or consent required to be obtained from any Person prior to Closing, in either case as set forth on Schedule 2.06(a)(xv), under any Assigned Contract or otherwise, shall have been given or obtained, as applicable; (xvi) all affidavits, gap indemnity agreements and other documents, to the extent reasonably approved by the Seller, to induce the Title Company to issue its owner’s and leasehold, as applicable, policy of title insurance, with extended coverage, to the Buyer (or any controlled Affiliate designated by Buyer); (xvii) the landlord estoppel certificates set forth in Section 3.09(b) with respect to the Leased Real Property being assumed by Buyer; (xviii) evidence of the termination of that certain Trademark License Agreement, in form and substance reasonably satisfactory to Buyer; (xix) the South Padre License Agreements, each in form and substance reasonably satisfactory to Buyer; (xx) the License Agreement referred to in Section 5.04 with respect to the Corpus Christi waterpark, substantially in the form of Exhibit J attached hereto (and with such changes as may be agreed to by Diamond Beach Holdings, LLC and Buyer between the date of this Agreement and Closing) (the “Corpus Christi License Agreement”), duly executed by Buyer and Diamond Beach Holdings, LLC (and Buyer shall consider in good faith all changes to the sameform set forth on Exhibit J as may be reasonably requested by Diamond Beach Holdings, LLC prior to the Closing, but Buyer shall not be obligated to accept such changes); (xxi) the Family Settlement Documents held in escrow pending the Closing in the forms attached hereto as Exhibit I, fully executed by Xxxx Xxxxx, Xxxx Xxxxx and Xxxx Xxxxx; and (xxii) the consent of the UG and the STAR Bonds Acknowledgement and Assumption Agreement, as contemplated by Section 7.01(i). In addition to the above deliveries, the Seller Parties shall take all other actions and execute any additional instruments as Buyer may reasonably request as may be necessary or advisable to put Buyer (or any controlled Affiliate designated by Buyer) in actual possession or control of the Assets or otherwise complete the Subject Transactions. (b) Subject to fulfillment or waiver of the Registration Rights Agreement conditions set forth in Article VII, at the Closing, Buyer shall make the payments and take the other actions as provided in Section 2.02(e); and deliver to the Seller Parties all of the following: (i) the Assignment and Assumption Agreement, duly executed by Buyer (or any controlled Affiliate designated by Buyer); (ii) the Lease Assignments, duly executed by Buyer (or any controlled Affiliate designated by Buyer); (iii) the Escrow Agreement, duly executed by Buyer; (iv) a certificate of the Secretary of Buyer, dated as of the Effective Closing Date, (A) certifying as complete and accurate as of the Closing Date among WIND attached copies of Organizational Documents of Buyer (including a copy of Buyer’s Organizational Documents and all amendments thereto); (B) certifying and attaching all requisite resolutions or actions of Buyer’s Governing Authority approving the execution, delivery and performance of this Agreement and the other parties thereto substantially in Acquisition Documents and the form attached hereto Subject Transactions; and (C) certifying as Exhibit C to the incumbency and signatures of the officers of Buyer executing this Agreement and the other Acquisition Documents; (v) all certificates required by Article VIII; (vi) the “Registration Rights Consulting Agreement”) , duly executed by WIND and such of the other parties thereto as have executed the sameBuyer (or any controlled Affiliate designated by Buyer); (cvii) the Tax Receivable Agreement dated as of the Effective Date among WINDSouth Padre Shared Services Agreement, the Company and the other parties thereto substantially in the form attached hereto as Exhibit D (the “Tax Receivable Agreement”) duly executed by WIND, the Company and such of the other parties thereto as have executed the sameBuyer (or any controlled Affiliate designated by Buyer); (dviii) The Agreement and Plan of Merger dated as of the Effective Date among WINDCorpus Christi Shared Services Agreement, the Company, D. E. Shaw MWPH Acquisition Holdings, L.L.C. and the Blocker LLCs party thereto substantially in the form attached hereto as Exhibit E (the “Blocker Merger Agreement”) duly executed by WINDBuyer (or any controlled Affiliate designated by Buyer); (ix) the Family Tail Shared Services Agreement, the Company and the other parties theretoduly executed by Buyer (or any controlled Affiliate designated by Buyer); and (ex) The Nominating Agreement dated as of the Effective Date among WINDCorpus Christi License Agreement, D. E. Shaw MWP Acquisition Holdings, L.L.C., D. E. Shaw MWPH Acquisition Holdings, L.L.C. and Madison Dearborn Capital Partners IV, L.P. substantially in the form attached hereto as Exhibit F (the “Nominating Agreement”) duly executed by WIND Buyer (or any controlled Affiliate designated by Buyer). In addition to the above deliveries, Buyer shall take all other actions and execute any additional documents as any Seller may reasonably request as may be necessary or advisable for the other parties theretoassumption by Buyer (or any controlled Affiliate designated by Buyer) of the Assumed Liabilities and to complete the Subject Transactions.

Closing Deliverables. Immediately after At the Effective Time, WIND shall deliver, or cause to be delivered, to the parties thereto, the following documents (collectively, the “Closing Deliverables”):Closing: (a) the Exchange Agreement dated as Parent shall deliver: (i) an executed counterpart to each of the Effective Date among WINDStockholders’ Agreement and Lockup Agreement; (ii) the certificate described in Section 10.03(c); and (iii) all documents reasonably requested by the Unitholders’ Representative relating to the existence of Parent, the Company Purchaser and Merger Sub and the other parties thereto substantially authority of Parent, Purchaser and Merger Sub to execute and deliver, and perform their respective obligations under, this Agreement, in form and substance reasonably satisfactory to the form attached hereto as Exhibit B (the “Exchange Agreement”) duly executed by WIND, the Company and such of the other parties thereto as have executed the same;Unitholders’ Representative. (b) PEG Holdings shall deliver: (i) the Registration Rights Agreement dated as certificate described in Section 10.02(d)(i); (ii) an executed counterpart to each of the Effective Date among WIND Stockholders’ Agreement and the other parties thereto substantially Lockup Agreement; and (iii) all documents reasonably requested by Parent relating to the existence of PEG Holdings and the authority of PEG Holdings to execute and deliver, and perform its obligations under, this Agreement, in the form attached hereto as Exhibit C (the “Registration Rights Agreement”) duly executed by WIND and such of the other parties thereto as have executed the same;substance reasonably satisfactory to Parent. (c) the Tax Receivable Agreement dated as Company and/or PEG Holdings shall deliver: (i) the certificate described in Section 10.02(d)(ii); (ii) all documents reasonably requested by Parent relating to the existence of the Effective Date among WIND, the Company and the other parties thereto substantially in the form attached hereto as Exhibit D (the “Tax Receivable Agreement”) duly executed by WIND, authority of the Company to execute and such of the other parties thereto as have executed the samedeliver, and perform its obligations under, this Agreement, in form and substance reasonably satisfactory to Parent; (diii) The Agreement and Plan at least three Business Days prior to the Closing, payoff letters on customary terms from each lender or other counterparty relating to the Closing Indebtedness, including with respect to the Credit Agreement, evidencing the aggregate amount of Merger dated such Closing Indebtedness outstanding as of the Effective Closing Date among WIND(including, for the Companyavoidance of doubt, D. E. Shaw MWPH Acquisition Holdingsany interest accrued thereon and any prepayment, L.L.C. breakage or similar penalties and expenses associated with the prepayment of such Indebtedness on the Closing Date) and an agreement that, if such aggregate amount so identified is paid to such lender on the Closing Date, such Closing Indebtedness shall be repaid in full and that all Liens affecting any real property, personal property or securities of the Acquired Companies will be released and the Blocker LLCs party thereto substantially in the form attached hereto as Exhibit E (the “Blocker Merger Agreement”) duly executed by WIND, the Company and the other parties theretoAcquired Companies shall have no further obligations thereunder; and (eiv) The Nominating Agreement dated as copies of all the consents, approvals, waivers, licenses and authorizations associated with the Required Governmental Approvals and submitted by any of the Effective Date among WIND, D. E. Shaw MWP Acquisition Holdings, L.L.C., D. E. Shaw MWPH Acquisition Holdings, L.L.C. and Madison Dearborn Capital Partners IV, L.P. substantially in Acquired Companies to the form attached hereto as Exhibit F (the “Nominating Agreement”) duly executed by WIND and the other parties theretoapplicable Governmental Authority.

Closing Deliverables. Immediately after At the Effective TimeClosing, WIND Seller shall deliverdeliver to Buyer the following: a bill of sale in the form of Exhibit A hereto (the "Bill of Sale") and duly executed by Xxxxxx, or cause transferring the tangible personal property included in the Purchased Assets to be deliveredBuyer; an assignment and assumption agreement in the form of Exhibit B hereto (the "Assignment and Assumption Agreement") and duly executed by Seller, effecting the assignment to the parties thereto, the following documents (collectively, the “Closing Deliverables”): (a) the Exchange Agreement dated as and assumption by Buyer of the Effective Date among WIND, the Company Purchased Assets and the other parties thereto Assumed Liabilities; with respect to each parcel of Owned Real Property, a special warranty deed in the form of Exhibit C hereto (each, a "Deed") and duly executed and notarized by Xxxxxx; with respect to each Lease, an Assignment and Assumption of Lease substantially in the form attached hereto as of Exhibit B D (the “Exchange Agreement”) each, an "Assignment and Assumption of Lease"), duly executed by WINDSeller and, if necessary, Seller's signature shall be witnessed and/or notarized; the Company and such Seller Closing Certificate; the FIRPTA Certificate; the certificates of the Secretary or Assistant Secretary of Seller required by (e) and (f); such other parties thereto customary instruments of transfer, assumption, filings or documents, in form and substance reasonably satisfactory to Buyer, as have executed may be required to give effect to this Agreement; and [OTHER SELLER DELIVERABLES]. At the same; (b) Closing, Buyer shall deliver to Seller the Registration Rights following: the Purchase Price by wire transfer of immediately available funds to an account designated in writing by Seller to Buyer no later than [two/[NUMBER]] Business Days prior to the Closing Date; the Assignment and Assumption Agreement dated as of the Effective Date among WIND and the other parties thereto substantially in the form attached hereto as Exhibit C (the “Registration Rights Agreement”) duly executed by WIND Xxxxx; with respect to each Lease, an Assignment and such Assumption of the other parties thereto as have executed the same; (c) the Tax Receivable Agreement dated as of the Effective Date among WIND, the Company and the other parties thereto substantially in the form attached hereto as Exhibit D (the “Tax Receivable Agreement”) Lease duly executed by WINDXxxxx and, if necessary, Xxxxx's signature shall be witnessed and/or notarized; the Company and such Buyer Closing Certificate; the certificates of the other parties thereto as have executed the same; (d) The Agreement and Plan Secretary or Assistant Secretary of Merger dated as of the Effective Date among WIND, the Company, D. E. Shaw MWPH Acquisition Holdings, L.L.C. and the Blocker LLCs party thereto substantially in the form attached hereto as Exhibit E (the “Blocker Merger Agreement”) duly executed Buyer required by WIND, the Company and the other parties thereto; and (e) The Nominating Agreement dated as of the Effective Date among WIND, D. E. Shaw MWP Acquisition Holdings, L.L.C., D. E. Shaw MWPH Acquisition Holdings, L.L.C. and Madison Dearborn Capital Partners IV, L.P. substantially in the form attached hereto as Exhibit F (the “Nominating Agreement”) duly executed by WIND and the other parties thereto.f); and

Closing Deliverables. Immediately after The Seller shall have delivered or made available to the Effective TimeBuyer each of the following: (i) a certificate of the Seller, WIND shall deliverdated the Closing Date, stating that the conditions specified in Section 3.r.r(a) and Section 3.1.1(c) havebeen satisfied; (ii) all minute books, shareholder registers, ledgers and registers, ifany, and other records relating to the organization, ownership and maintenance of the Company and the Subsidiaries in the Seller's possession or cause control, ifnot already located on the premises of the ComPanY; (iii) customary payoffletters evidencing the Indebtedness to be delivered, Repaid in form and substance reasonably satisfactory to the parties thereto, the following documents Buyer (collectively, the “"PayoffLetters"); (iv) resignations, effective as of the Closing Deliverables”): Date, from all members of the board of directors and the secretary of the Company and the Subsidiaries (awhere appropriate); (v) copy of the resolutions duly adopted by the Company's, the Subsidiaries' (in respect of tiil below only) and the Seller's respective board of directors authorizing the execution, delivery and performance of this Agreement and the other agreements contemplated hereby, and the consummation of all transactions contemplated hereby ånd thereby, including approval of the Company's board of directors of both (i) the Exchange registration of the share transfers contemplated in this Agreement subject only to their being duly stamped and (ii) the appointment of a new secretary and new members of the board (within the maximum number permitted in the Company's articles of association) as the Buyer may nominate; (vi) a non-cornpete agreement, dated as of the Effective Closing Date among WIND, the Company and the other parties thereto substantially in the form attached hereto as Exhibit B (the “Exchange Agreement”) duly executed by WIND, the Company and such of relevant entity within the other parties thereto as have executed Seller's Group (the same; "Non-ComPete Agreement") ; (bvii) the Registration Rights Agreement Trademark License Agreement, dated as of the Effective Date among WIND Closing Date, duly executed by the Company and the other parties thereto substantially relevant entity within the Seller's Group;; (viii) a Trademark Sub-License Agreement regarding the Company's use of the "DANISH" trademark, dated as of the Closing Date and in the form attached hereto as Exhibit C (the “Registration Rights Agreement”) duly executed by WIND and such of the other parties thereto as have executed the same; (c) the Tax Receivable Agreement dated as of the Effective Date among WIND, the Company and the other parties thereto substantially in the form attached hereto as Exhibit D (the “Tax Receivable Agreement”) duly executed by WIND, the Company and such of the other parties thereto as have executed the same; (d) The Agreement and Plan of Merger dated as of the Effective Date among WIND, the Company, D. E. Shaw MWPH Acquisition Holdings, L.L.C. and the Blocker LLCs party thereto substantially in the form attached hereto as Exhibit E (the “Blocker Merger Agreement”) duly executed by WIND, the Company and the other parties thereto; and (e) The Nominating Agreement dated as of the Effective Date among WIND, D. E. Shaw MWP Acquisition Holdings, L.L.C., D. E. Shaw MWPH Acquisition Holdings, L.L.C. and Madison Dearborn Capital Partners IV, L.P. substantially in the form attached hereto as Exhibit F (the “Nominating Agreement”) duly executed by WIND and the other parties thereto.1385198o.4 01 4-4655-07 27 I 1 I /EUROPE t{<

Closing Deliverables. Immediately after At the Effective Time, WIND Closing: (a) The Company shall deliver, deliver or cause to be delivered, delivered to SPAC and Sponsor: (i) a surrender letter with respect to the parties theretoPubCo Share, duly executed by the following documents (collectively, the “Closing Deliverables”):Initial PubCo Holder; (aii) a certificate signed by a duly authorized signatory of the Exchange Agreement Company, dated as of the Effective Date among WINDClosing Date, certifying that the Company conditions specified in Section 10.01 and Section 10.02 have been fulfilled (other than any such condition that has been duly waived by SPAC); and (iii) the other parties thereto substantially in the form attached hereto as Exhibit B (the “Exchange Investor Rights Agreement”) , duly executed by WIND, the applicable Company and such of the other parties thereto as have executed the same;Shareholders. (b) SPAC and Sponsor shall deliver or cause to be delivered to the Registration Rights Agreement Company: (i) a certificate signed by a duly authorized signatory of SPAC, dated as of the Effective Date among WIND Closing Date, certifying that the conditions specified in Section 10.01 and Section 10.03 have been fulfilled (other than any such condition that has been duly waived by the other parties thereto substantially in Company); and (ii) the form attached hereto as Exhibit C (the “Registration Investor Rights Agreement”) , duly executed by WIND Xxxxxxx and such of the other parties thereto as have executed the same;Sponsor CB Investor. (c) PubCo shall deliver or cause to be delivered to SPAC and Sponsor: (i) a copy of the Tax Receivable resolutions of the PubCo Board, certified by an authorized signatory of PubCo, evidencing the authorization by the PubCo Board of the execution, delivery and performance of this Agreement and the other Transaction Documents to which PubCo is a party and the consummation of the transactions contemplated hereby and thereby, including the approval of the surrender of the PubCo Share by the Initial PubCo Holder and the cancellation of such PubCo Share, in each case effective no later than the Closing; (ii) a copy of the updated register of directors of PubCo, dated as of the Effective Closing Date among WINDand certified by an authorized signatory of PubCo, evidencing the Company and the other parties thereto substantially in the form attached hereto as Exhibit D (the “Tax Receivable Agreement”) duly executed by WIND, the Company and such composition of the other parties thereto PubCo Board as have executed set forth in Section 7.04; (iii) a copy of the same;updated register of members of PubCo, dated as of the Closing Date and certified by an authorized signatory of PubCo, evidencing the surrender of the PubCo Share from the Initial PubCo Holder to PubCo and cancellation of the PubCo Share; and (d) The Agreement and Plan of Merger dated as Pursuant to the signed instruction letter delivered to the Trustee by SPAC or its successor in interest, Trustee shall pay to the redeeming SPAC Shareholders a per share price, payable in cash, equal to a pro rata share of the Effective Date among WIND, the Company, D. E. Shaw MWPH Acquisition Holdings, L.L.C. and the Blocker LLCs party thereto substantially aggregate amount on deposit in the form attached hereto as Exhibit E (Trust Account pursuant to the “Blocker Merger Agreement”) duly executed by WIND, the Company and the other parties thereto; andelection of such eligible former SPAC Shareholders. (e) The Nominating Agreement dated PubCo, after receiving the proceeds from the Trust Account in accordance with Section 8.01, shall pay or cause to be paid by wire transfer of immediately available funds (i) all accrued and unpaid Company Transaction Expenses and (ii) all accrued and unpaid SPAC Transaction Expenses, each as set forth on a written statement to be delivered to PubCo by or on behalf of the Effective Company and SPAC, respectively. Such written statement shall be delivered to PubCo not less than five (5) Business Days prior to the Closing Date among WIND, D. E. Shaw MWP Acquisition Holdings, L.L.C., D. E. Shaw MWPH Acquisition Holdings, L.L.C. and Madison Dearborn Capital Partners IV, L.P. substantially in shall include the form attached hereto as Exhibit F (respective amounts and wire transfer instructions for the “Nominating Agreement”) duly executed by WIND and the other parties theretopayment thereof.

Closing Deliverables. Immediately after (a) Subject to the Effective Timeterms and conditions hereof (including Section 2.07), WIND at the Closing, Seller shall deliver, deliver (or cause to be delivered) to Buyer: (i) if any Transferred Interests or JV Interests are certificated, the certificates representing such Transferred Interests and/or JV Interests being purchased hereunder, accompanied by instruments of transfer or assignment endorsed in blank by the appropriate Equity Seller or JV Seller or as otherwise required by the applicable Law and dated as of the Closing Date, or such other instruments of assignment required under applicable Law to effect the transfer of such Transferred Interests and/or JV Interests; (ii) if any Transferred Interests or JV Interests are not certificated, an assignment and conveyance instrument duly executed by the appropriate Equity Seller or JV Seller and dated as of the Closing Date, conveying the Transferred Interests or JV Interests to Buyer, in form and substance acceptable to Buyer, or such other instruments of assignment required under applicable Law to effect the transfer of such Transferred Interests and/or JV Interests; (iii) the resignations of all directors, managers and officers of the Transferred Entities from such positions (other than relating to their employment) effective as of the Closing, other than those directors, managers or officers of the Transferred Entities that Buyer notifies Seller in writing will not be required to resign; (iv) the resignations of all directors, managers and officers of the JV Entities appointed by Seller or any of its Subsidiaries from such positions (other than relating to their employment) effective as of the Closing, other than those directors, managers and officers of the JV Entities that Buyer notifies Seller in writing will not be required to resign; (v) a duly executed counterpart to the parties theretotransition services agreement in form and substance reasonably satisfactory to Buyer and Seller, reflecting the terms attached hereto as Exhibit E, as such terms may be updated, amended or modified by the mutual written agreement of the Parties prior to the Closing (the “Transition Services Agreement”); (vi) the closing certificate of Seller as provided for in Section 8.02(c); (vii) a duly executed counterpart to the license agreement between Buyer and its applicable Subsidiaries (including for such purpose the Transferred Entities and the JV Entities), on the one hand, and Seller and its applicable Subsidiaries (excluding for such purpose the Transferred Entities and the JV Entities) with respect to (A) the license of Intellectual Property (excluding the license of Intellectual Property in relation to Xxxxxx Connected Enterprises as defined in the Transition Services Agreement) owned by Seller or its Subsidiaries that is utilized in each of the Business and the Retained Businesses, pursuant to which Seller will agree to grant to Buyer and its Affiliates a non-exclusive, royalty-free, sublicensable, world-wide license to use internally, have used internally, make, or have made such Intellectual Property in the conduct of the business of Buyer, and (B) the license of Intellectual Property acquired by Buyer pursuant to this Agreement as it exists on the Closing Date, pursuant to which Buyer will agree to grant to Seller and its Affiliates a non-exclusive, royalty-free, sublicensable, world-wide license to use internally, have used internally, make, or have made such Intellectual Property existing on the Closing Date in the conduct of the Retained Businesses, in form and substance reasonably satisfactory to Buyer and Seller (the “IP License Agreement”); (viii) a duly executed xxxx of sale, in form and substance reasonably satisfactory to Buyer and Seller (the “Xxxx of Sale”), from each applicable Asset Seller in respect of its Transferred Assets sold pursuant to this Agreement; (ix) a statement in accordance with the requirements of Treasury Regulation Section 1.1445-2(b)(2) and (if applicable) Section 1446(f)(2) of the Code from Seller, and from each Equity Seller, Asset Seller and JV Seller that is a United States person (within the meaning of Section 7701(a)(30) of the Code), certifying that such Person is not a “foreign person” as defined in Section 1445(f)(3) of the Code and (if applicable) Section 1446(f) of the Code, duly executed and dated as of the Closing Date; (x) the Section 338(h)(10) Forms, duly executed; (xi) evidence of the release of all Liens, other than Permitted Liens, on the Transferred Interests, the following documents JV Interests and the Transferred Assets; (xii) a duly executed counterpart to each sublease between Buyer and its applicable Subsidiaries (including for such purpose the Transferred Entities and the JV Entities), on the one hand, and Seller and its applicable Subsidiaries (excluding for such purpose the Transferred Entities and the JV Entities) in a form, and containing such terms and conditions as reasonably agreeable to the Parties (collectively, the “Closing DeliverablesSubleases”):); (axiii) a duly executed counterpart to each assignment agreement between Buyer and its applicable Subsidiaries (including for such purpose the Exchange Transferred Entities and the JV Entities), on the one hand, and Seller and its applicable Subsidiaries (excluding for such purpose the Transferred Entities and the JV Entities) with respect to the assignments of the real property in a form, and containing such terms and conditions as reasonably agreeable to the Parties (collectively, the “Assignment Agreements”); (xiv) a duly executed counterpart to each license agreement between Buyer and its applicable Subsidiaries (including for such purpose the Transferred Entities and the JV Entities), on the one hand, and Seller and its applicable Subsidiaries (excluding for such purpose the Transferred Entities and the JV Entities) with respect to the licenses of the real property in a form, and containing such terms and conditions as reasonably agreeable to the Parties (collectively, the “Real Estate License Agreements”); (xv) duly executed counterpart of any Local Agreement, deeds, bills of sale, endorsements, consents, share transfer agreements or instruments of transfer, assignments and other good and sufficient instruments of conveyance and assignment as the Parties and their respective counsel shall deem reasonable for the assumption of the Assumed Liabilities or the transfer of the Transferred Assets, the Transferred Interests or the JV Interests; (xvi) a certified copy of the resolutions of the board of directors of Seller approving the execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement; and (xvii) any other documents, instruments, or agreements contemplated by this Agreement or as are reasonably necessary to fully consummate the transactions contemplated by this Agreement, in each case in form and substance reasonably acceptable to Buyer and Seller, duly executed, and dated as of the Effective Date among WIND, the Company and the other parties thereto substantially in the form attached hereto as Exhibit B (the “Exchange Agreement”) duly executed by WIND, the Company and such of the other parties thereto as have executed the same;Closing Date. (b) Subject to the Registration Rights terms and conditions hereof, at the Closing, Buyer shall deliver (or cause to be delivered): (i) to Seller, the Cash Consideration, which Buyer shall pay via wire transfer of immediately available funds to an account or accounts designated by Seller; (ii) to Seller, the Share Consideration; (iii) to Seller, a certified copy of the resolutions of the board of directors of Buyer approving the allotment and issue to Seller of the Share Consideration and the registration of the Share Consideration in Buyer’s register of members in the name of Seller; (iv) to Seller, evidence reasonably satisfactory to Seller that the Share Consideration has been allotted and issued to Seller in compliance with section 708A(5) of the Corporations Xxx 0000 (Cth) (the “Corporations Act”); (v) to Seller, evidence reasonably satisfactory to Seller that the Share Consideration has been registered in Buyer’s register of members in the name of Seller; (vi) to Seller, the CHESS holding statement for the Share Consideration; (vii) to Seller, a duly executed counterpart to the Transition Services Agreement, each of the Subleases, the Assignment Agreements and the License Agreements; (viii) to Seller, a duly executed assignment and assumption agreement, in form and substance reasonably satisfactory to Buyer and Seller (the “Assumption Agreement”) from Buyer or each applicable Buyer Designee in respect of the Assumed Liabilities assumed by it pursuant to this Agreement; (ix) to Seller, any deeds, bills of sale, endorsements, consents, share transfer agreements or instruments of transfer, assignments and other good and sufficient instruments of conveyance and assignment as the Parties and their respective counsel shall deem reasonable for the assumption of the Assumed Liabilities or the transfer of the Transferred Assets, the Transferred Interests or the JV Interests; (x) to Seller, evidence of all insurance obtained pursuant to Section 5.12; (xi) to Seller, the closing certificate of Buyer as provided for in Section 8.03(d); (xii) to Seller, a certified copy of the resolutions of the board of directors of Buyer approving the execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement; and (xiii) to Seller, any other documents, instruments, or agreements contemplated by this Agreement or as are reasonably necessary to fully consummate the transactions contemplated by this Agreement, in each case in form and substance reasonably acceptable to Buyer and Seller, duly executed, and dated as of the Effective Date among WIND and the other parties thereto substantially in the form attached hereto as Exhibit C (the “Registration Rights Agreement”) duly executed by WIND and such of the other parties thereto as have executed the same; (c) the Tax Receivable Agreement dated as of the Effective Date among WIND, the Company and the other parties thereto substantially in the form attached hereto as Exhibit D (the “Tax Receivable Agreement”) duly executed by WIND, the Company and such of the other parties thereto as have executed the same; (d) The Agreement and Plan of Merger dated as of the Effective Date among WIND, the Company, D. E. Shaw MWPH Acquisition Holdings, L.L.C. and the Blocker LLCs party thereto substantially in the form attached hereto as Exhibit E (the “Blocker Merger Agreement”) duly executed by WIND, the Company and the other parties thereto; and (e) The Nominating Agreement dated as of the Effective Date among WIND, D. E. Shaw MWP Acquisition Holdings, L.L.C., D. E. Shaw MWPH Acquisition Holdings, L.L.C. and Madison Dearborn Capital Partners IV, L.P. substantially in the form attached hereto as Exhibit F (the “Nominating Agreement”) duly executed by WIND and the other parties theretoClosing Date.

Closing Deliverables. Immediately after At the Effective TimeClosing: (i) Each Seller will deliver to Buyer either (i) the certificates representing all of the Shares owned by such Seller, WIND shall deliverduly endorsed in blank or with appropriate stock powers with respect thereto duly endorsed in blank, or cause (ii) if such certificates are not available at Closing, stock powers for such unavailable certificates, duly endorsed in blank. All certificates will be delivered to Buyer no later than ten (10) days following the Closing. If any certificates cannot be deliveredlocated, such Seller will deliver to the parties theretoBuyer, no later than ten (10) days following the following documents (collectivelyClosing, an affidavit of such Seller reasonably satisfactory to Buyer stating that the “Closing Deliverables”):certificates representing all of the Shares owned by such Seller have been lost, stolen or otherwise cannot be located. (aii) The Company will deliver to Buyer evidence that the Exchange Agreement dated officers and directors of the Company in office immediately prior to the Closing have resigned as officers and directors of the Company effective as of the Effective Date among WINDClosing, unless otherwise requested by Buyer; excluding Xxxxxx Xxxxxxxxx, who shall have entered into an employment agreement with the Company. (iii) The Company will deliver to Buyer evidence that the Shares can be transferred from the Sellers to Buyer free from any rights of first refusal, registration rights, rights of co-sale or other restrictions or conditions relating to transfer of the Shares. (iv) The Company will deliver to Buyer evidence that all options, warrants, purchase rights, subscription rights, conversion rights, exchange rights, or other Contracts or commitments that could require the Company and the other parties thereto substantially to issue, sell, or otherwise cause to become outstanding any of its capital stock have been terminated. (v) The Company will deliver to Buyer a Release Agreement in the form attached hereto as of Exhibit B (the “Exchange Agreement”) duly executed by WIND, each Company Equityholder who is not also a Seller. (vi) The Company will deliver to Buyer a certificate executed by the authorized person of the Company certifying as to the truthfulness, completeness and accuracy of attached copies of resolutions of the directors and shareholders of the Company authorizing this Agreement and the transactions contemplated hereby; and such other documents relating to the transactions contemplated by the Transaction Documents to be consummated at the Closing as counsel to Buyer shall reasonably request in order to complete the Stock Purchase by Buyer. (vii) The Company will deliver to Buyer a certificate of the other parties thereto State of Delaware dated reasonably close to the Closing Date, as have executed to the same;legal existence and good standing of Company in Delaware. (bviii) The Trust will deliver to Buyer its duly executed governing instrument(s). (ix) The Trust will deliver to Buyer a certificate executed by its trustee, certifying the Registration Rights Agreement dated as satisfaction by the Company of the Effective Date among WIND conditions specified in Section 5 and certifying as to the truthfulness, completeness and accuracy of attached copies the Trust Documents (as defined below) authorizing this Agreement and the other parties thereto substantially in the form attached hereto as Exhibit C (the “Registration Rights Agreement”) duly executed by WIND transactions contemplated hereby; and such other documents relating to the transactions contemplated by the Transaction Documents to be consummated at the Closing as counsel to Buyer shall reasonably request in order to complete the Stock Purchase by Buyer. (x) Buyer shall issue and deliver to the Trust for the benefit of the other parties thereto as have executed Sellers the same; (c) the Tax Receivable Agreement dated as of the Effective Date among WIND, the Company and the other parties thereto substantially in the form attached hereto as Exhibit D (the “Tax Receivable Agreement”) duly executed by WIND, the Company and such of the other parties thereto as have executed the same; (d) The Agreement and Plan of Merger dated as of the Effective Date among WIND, the Company, D. E. Shaw MWPH Acquisition Holdings, L.L.C. and the Blocker LLCs party thereto substantially in the form attached hereto as Exhibit E (the “Blocker Merger Agreement”) duly executed by WIND, the Company and the other parties thereto; and (e) The Nominating Agreement dated as of the Effective Date among WIND, D. E. Shaw MWP Acquisition Holdings, L.L.C., D. E. Shaw MWPH Acquisition Holdings, L.L.C. and Madison Dearborn Capital Partners IV, L.P. substantially in the form attached hereto as Exhibit F (the “Nominating Agreement”) duly executed by WIND and the other parties theretoEquity Consideration.

Closing Deliverables. Immediately after At the Effective TimeClosing, WIND Sellers shall deliver, or cause deliver to Buyer the following: (i) a xxxx of sale in the form to be deliveredagreed between the parties (the “Xxxx of Sale”) for each applicable Seller, duly executed by such Seller, transferring the Tangible Personal Property to Buyer in which such Seller has title; (ii) an assignment and assumption agreement in the form to be agreed between the parties (the “Assignment and Assumption Agreement”) for each applicable Seller, duly executed by such Seller, effecting the assignment to and assumption by Buyer of all the Assigned Contracts (except the Leases) and a copy of notices provided to each relevant counterparty advising such Person of the assignment, in form and substance acceptable to Buyer; (iii) an assignment in the form to be agreed between the parties (the “Intellectual Property Assignments”) for each applicable Seller, duly executed by such Seller, transferring all of such Seller’s right, title and interest in and to the Intellectual Property Assets to Buyer, including powers of attorney with respect to any and all registrable Intellectual Property Assets and all the applications to register Intellectual Property Assets in forms suitable for recordation with the U.S. Patent and Trademark Office and all counterparts in all foreign jurisdictions; (iv) with respect to each Transferred Lease, an Assignment and Assumption of Lease in form to be agreed between the parties thereto(each, an “Assignment and Assumption of Lease”) and in each case, if necessary, such Seller’s signature shall be witnessed and/or notarized; (v) the following documents transition services agreement in the form of Schedule 2 hereto, which will be updated in accordance with its terms (collectively, the “Closing DeliverablesTransition Services Agreement”):), for each applicable Seller, duly executed by such Seller and/or its Affiliates; (avi) an intellectual property license agreement with respect to the Exchange Intellectual Property listed on Section 2.5(d) of the Disclosure Schedules and the source code related thereto; (vii) with respect to any Tangible Personal Property in which any Seller has a leasehold interest, an assignment and assumption of such lease(s) in the form to be agreed between the parties (the “Assignment and Assumption of Leased Tangible Personal Property”), for each applicable Seller, duly executed by such Seller, effecting the assignment to and assumption by Buyer of the leased Tangible Personal Property; (viii) physical possession (whether by way of actual delivery or, if more appropriate, by confirmation of handing over of possession to the control of a representative of Buyer) of Purchased Assets identified by Buyer, including all Assigned Contracts, Documents and information related to the Business and the Purchased Assets and Assumed Liabilities set forth in Section 6.24; (ix) a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of each Seller certifying that attached thereto are true and complete copies of all resolutions adopted by the board of directors of such Seller authorizing the execution, delivery and performance of this Agreement dated and the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby; (x) a written confirmation and Consent from each Person having any Encumbrance over any Purchased Asset and any Person who, as of the Effective Date among WINDClosing Date, has any such Encumbrance, that such Encumbrance has been removed and is no longer in effect, together with certificates for such removals from the Company and applicable Governmental Authority. (xi) a certificate of good standing with respect to each Seller, issued by the other parties thereto substantially in Secretary of State or equivalent official of such Seller’s jurisdictions of organization as of a date no more than ten (10) days prior to the form attached hereto as Exhibit B (the “Exchange Agreement”) duly executed by WIND, the Company and such of the other parties thereto as have executed the sameClosing Date; (bxii) the Registration Rights Agreement dated as of the Effective Date among WIND and the other parties thereto substantially in the form attached hereto as Exhibit C (the “Registration Rights Escrow Agreement”) duly executed by WIND and such of the other parties thereto as have executed the same; (c) the Tax Receivable Agreement dated as of the Effective Date among WIND, the Company and the other parties thereto substantially in the form attached hereto as Exhibit D (the “Tax Receivable Agreement”) duly executed by WIND, the Company and such of the other parties thereto as have executed the same; (d) The Agreement and Plan of Merger dated as of the Effective Date among WIND, the Company, D. E. Shaw MWPH Acquisition Holdings, L.L.C. and the Blocker LLCs party thereto substantially in the form attached hereto as Exhibit E (the “Blocker Merger Agreement”) duly executed by WIND, the Company and the other parties thereto; and (exiii) The Nominating Agreement dated such other customary instruments, agreements, certificates, affidavits or documents, in form and substance reasonably satisfactory to Buyer, as of the Effective Date among WIND, D. E. Shaw MWP Acquisition Holdings, L.L.C., D. E. Shaw MWPH Acquisition Holdings, L.L.C. and Madison Dearborn Capital Partners IV, L.P. substantially in the form attached hereto as Exhibit F (the “Nominating may be required to give effect to this Agreement”) duly executed by WIND and the other parties thereto.

Closing Deliverables. Immediately after (a) At the Effective TimeClosing, WIND Sellers shall deliver to Buyer the following: (i) the Escrow Agreement duly executed by Sellers; (ii) a xxxx of sale in the form of Exhibit D hereto (the “Xxxx of Sale”) and duly executed by Sellers, and Affiliates of Sellers, as applicable, transferring the tangible personal property included in the Purchased Assets to Buyer (or designated Affiliate of Buyer); (iii) an assignment and assumption agreement in the form of Exhibit E hereto (the “Assignment and Assumption Agreement”) and duly executed by Sellers and the Affiliates of Sellers, as applicable, effecting the assignment to and assumption by Buyer (or designated Affiliate of Buyer) of the Purchased Assets and the Assumed Liabilities; (iv) with respect to each parcel of Owned Real Property, a general warranty deed in form and substance satisfactory to Buyer (each, a "Deed") and duly executed and notarized by the applicable Seller; (v) with respect to each Lease, an Assignment and Assumption of Lease, duly executed by a Seller or an Affiliate of Sellers, as applicable; (vi) the Third Party Landlord Consents; (vii) the Seller Closing Certificate; (viii) the FIRPTA Certificate; (ix) the certificates required by Section 7.02(i) and Section 7.02(j); (x) such other customary instruments, filings or documents, in form and substance reasonably satisfactory to Buyer, as may be required to give effect to the transactions, the Closing and any post-closing obligations of Sellers in accordance with the terms of this Agreement. (b) At the Closing, Buyer shall deliver, or cause its designated Affiliate to be delivereddeliver, to Sellers the parties thereto, the following documents (collectively, the “Closing Deliverables”):following: (ai) the Exchange Closing Payment; (ii) the Escrow Agreement dated as of the Effective Date among WIND, the Company and the other parties thereto substantially in the form attached hereto as Exhibit B (the “Exchange Agreement”) duly executed by WIND, the Company and such of the other parties thereto as have executed the sameBuyer; (biii) the Registration Rights Assignment and Assumption Agreement dated as of the Effective Date among WIND and the other parties thereto substantially in the form attached hereto as Exhibit C (the “Registration Rights Agreement”) duly executed by WIND Buyer or a designated Affiliate of Buyer; (iv) with respect to each Lease, an Assignment and Assumption of Lease, duly executed by Buyer or a designated Affiliate of Buyer; (v) the Buyer Closing Certificate; (vi) the certificates required by Section 7.03(f) and Section 7.03(g); (vii) such other customary instruments, filings or documents, in form and substance reasonably acceptable to Sellers, as may be required to give effect to the transactions, and the Closing, and any post-closing obligations of Buyer in accordance with the other parties thereto as have executed the same;terms of this Agreement. (c) At the Tax Receivable Agreement dated as of Closing, Buyer shall deliver the Effective Date among WINDEscrow Amount to the Escrow Agent pursuant to the Escrow Agreement, the Company and the other parties thereto substantially in the form attached hereto as Exhibit D (the “Tax Receivable Agreement”) duly executed by WINDBuyer, Sellers and the Company and such of the other parties thereto as have executed the same;Escrow Agent. (d) The Agreement and Plan of Merger dated as Notwithstanding the order of the Effective Date among WINDdeliveries by the parties set forth above, the Companyall actions and deliveries are deemed to have occurred simultaneously, D. E. Shaw MWPH Acquisition Holdings, L.L.C. and the Blocker LLCs party thereto substantially in the form attached hereto as Exhibit E (the “Blocker Merger Agreement”) duly executed by WIND, the Company and the other parties thereto; and (e) The Nominating Agreement dated as none shall be deemed to have been completed until each of the Effective Date among WIND, D. E. Shaw MWP Acquisition Holdings, L.L.C., D. E. Shaw MWPH Acquisition Holdings, L.L.C. Actions and Madison Dearborn Capital Partners IV, L.P. substantially deliveries set forth in this Section 3.02 have been completed or has been waived by the form attached hereto as Exhibit F (the “Nominating Agreement”) duly executed by WIND and the other parties theretoparty entitled to make such waiver.

Closing Deliverables. Immediately after At the Effective Time, WIND Closing: (a) Seller shall deliver, deliver or cause to be delivered, delivered to the parties thereto, Buyer the following documents (collectively, the “Seller Closing Deliverables”): (ai) a receipt for the Exchange Agreement dated as Closing Payment, duly executed by each Seller Party; (ii) a counterpart of the Effective Date among WINDIntellectual Property License Agreement, the Company in a form that Seller and the other parties thereto substantially in the form attached hereto as Exhibit B Buyer shall mutually agree to prior to Closing (the “Exchange Intellectual Property License Agreement”) ), duly executed by WIND, the Company and such of the other parties thereto as have executed the sameapplicable Seller Parties thereto; (biii) the Registration Rights Agreement dated as a counterpart of the Effective Date among WIND Transition Services Agreement, in a form that Seller and Buyer shall mutually agree to prior to Closing (the other parties thereto “Transition Services Agreement”), duly executed by the applicable Seller Parties thereto; (iv) a counterpart of the Xxxx of Sale, Assignment and Assumption Agreement, in substantially in the form attached hereto as Exhibit C (the “Registration Rights Xxxx of Sale, Assignment and Assumption Agreement”) ), duly executed by WIND and such of the other parties thereto as have executed Seller Parties that are to transfer Transferred Assets to Buyer at the sameClosing; (cv) with respect to each Assumed Loan, the Tax Receivable Agreement dated as original Loan Note (or an original lost note affidavit in a form reasonably acceptable to Buyer) duly endorsed to the order of Buyer by an Allonge; (vi) a certificate of non-foreign status that complies with Section 1445 of the Effective Date among WINDCode, the Company and the other parties thereto substantially in the form attached hereto as Exhibit D (the “Tax Receivable Agreement”) duly executed by WIND, Seller and each Seller Party that transfers Transferred Assets to Buyer at the Company and such of the other parties thereto as have executed the sameClosing; (dvii) The Agreement and Plan the Cut-Off Date Portfolio Tape; (viii) a certificate, dated the Closing Date, signed by a duly authorized officer of Merger dated as Seller, that each of the Effective Date among WIND, the Company, D. E. Shaw MWPH Acquisition Holdings, L.L.C. and the Blocker LLCs party thereto substantially conditions set forth in the form attached hereto as Exhibit E (the “Blocker Merger Agreement”Section 10.02(a) duly executed by WIND, the Company and the other parties theretohave been satisfied; and (eix) The Nominating Agreement dated as electronic copies of the Effective Date among WINDAdditional Loan Documents. (b) Buyer shall deliver or cause to be delivered to Seller the following (“Buyer Closing Deliverables”): (i) the Closing Payment, D. E. Shaw MWP Acquisition Holdings, L.L.C., D. E. Shaw MWPH Acquisition Holdings, L.L.C. and Madison Dearborn Capital Partners IV, L.P. substantially as specified in the form attached hereto Closing Notice, by wire transfer of immediately available funds, to an account or accounts as Exhibit F directed by Seller in the Closing Notice; (ii) all required Transfer Tax stamps and transfer forms (if any); (iii) a counterpart of the “Nominating Intellectual Property License Agreement”) , duly executed by WIND Buyer; (iv) a counterpart of the Transition Services Agreement, duly executed by Buyer; (v) a counterpart of the Xxxx of Sale, Assignment and Assumption Agreement, duly executed by Buyer; and (vi) a certificate, dated the other parties theretoClosing Date, signed by a duly authorized officer of Buyer, that each of the conditions set forth in Section 10.01(a) have been satisfied.

Closing Deliverables. Immediately after the Effective Time, WIND shall deliver, or cause to be delivered, to the parties thereto, the following documents (collectively, the “Closing Deliverables”): (a) Closing Deliverables of Seller At or prior to the Exchange Agreement dated as Closing, Seller shall deliver to Buyers the following: (i) membership interests transfer powers or other instruments of transfer duly executed in blank with all required revenue stamps affixed thereto evidencing the transfer of the Effective Date among WIND, LLC Interests; (ii) Xxxx of Sale or other instruments of transfer evidencing the transfer of the Distributed Company and Assets; (iii) executed versions of the Ancillary Documents (other parties thereto substantially in the form attached hereto as Exhibit B (the “Exchange than this Agreement”) duly executed by WINDSeller; (iv) a certificate, dated the Closing Date and signed by a duly authorized officer of Seller, that each of the conditions set forth in Section 7.02(a), Section 7.02(b), Section 7.02(c) and Section 7.02(d) have been satisfied; (v) a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of Seller certifying that attached thereto are true and complete copies of all resolutions adopted by the management committee of Seller authorizing the execution, delivery and performance of this Agreement and the other Ancillary Documents and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby; (vi) a certificate of the Secretary or Assistant Secretary of the Company certifying that attached thereto are true and complete copies of all resolutions adopted by the management committee of the Company effectuating a distribution of the Distributed Company Assets to Seller and that all such resolutions are in full force and effect; (vii) a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of Seller certifying the names and signatures of the officers of Seller authorized to sign this Agreement, the Ancillary Documents and the other documents to be delivered hereunder and thereunder; (viii) a certificate pursuant to Treasury Regulations Section 1.1445-2(b) that Seller (or, if Seller is a disregarded entity for U.S. federal income tax purposes within the meaning of Section 301.7701-3, the first owner of Seller that is not a disregarded entity) is not a foreign person within the meaning of Section 1445 of the Code; (ix) resignations of the managers and officers of the Company and such revocations of the other parties thereto as have executed the samepowers of attorney and corporate account authorizations pursuant to Section 5.06; (bx) a good standing certificate (or its equivalent) for the Company from the secretary of state or similar Governmental Authority of the jurisdiction under the Laws in which the Company is organized; (xi) at least two (2) Business Days prior to the Closing, the Closing Transaction Expenses Certificate; (xii) at least two (2) Business Days prior to the Closing, the Closing Indebtedness Certificate and related Payoff Letters; (xiii) at least two (2) Business Days prior to the Closing, the Estimated Closing Working Capital Statement; (xiv) at least two (2) Business Days prior to the Closing, a written notice setting forth (A) the Registration Rights Agreement dated as amount of the Effective Date among WIND Bonus Pool and a calculation of payroll Taxes and any 401-K benefits for which the other parties thereto substantially in Company is responsible with respect to the form attached hereto as Exhibit C Bonus Pool (the “Registration Rights AgreementBonus Pool Amount”) duly executed by WIND and, (B) to the extent then determined, the Bonus Recipients and such of the other parties thereto as have executed the sameBonus amounts for each; (cxv) the Tax Receivable Agreement dated as satisfactory evidence that all Encumbrances set forth in Section 3.09(a) of the Effective Date among WIND, Seller Disclosure Schedule have been or will be discharged simultaneously at or prior to the Company and the other parties thereto substantially in the form attached hereto as Exhibit D (the “Tax Receivable Agreement”) duly executed by WIND, the Company and such of the other parties thereto as have executed the sameClosing; (dxvi) The Agreement unless Buyers have explicitly instructed otherwise pursuant to Section 5.09, evidence satisfactory to Buyers that all 401(k) Plans and Plan 125 Plans have been terminated pursuant to resolution of Merger dated the management committee of the Company or the ERISA Affiliate, as the case may be (the form and substance of which shall have been subject to the prior review and approval of Buyers), such terminations to be effective as of no later than the Effective day immediately preceding the Closing Date among WIND(subject to customary post-closing administrative actions as required to wind up such Plans), and evidence of the taking of any and all further actions as provided in Section 5.09; (xvii) all business and other records of the Company, D. E. Shaw MWPH Acquisition Holdingswhether paper or electronic, L.L.C. and to PPI at the Blocker LLCs party thereto substantially address set forth in Section 10.02; (xviii) to the form attached hereto as Exhibit E (extent received prior to the “Blocker Merger Agreement”) Closing, Employee Releases duly executed and not revoked by WIND, the employees of the Company and listed in Section 7.02(g) of the other parties theretoBuyers Disclosure Schedule; and (exix) The Nominating Agreement dated such other documents or instruments as of Buyers reasonably requests and are reasonably necessary to consummate the Effective Date among WIND, D. E. Shaw MWP Acquisition Holdings, L.L.C., D. E. Shaw MWPH Acquisition Holdings, L.L.C. and Madison Dearborn Capital Partners IV, L.P. substantially in the form attached hereto as Exhibit F (the “Nominating transactions contemplated by this Agreement”) duly executed by WIND and the other parties thereto.

Closing Deliverables. Immediately after (a) At the Effective TimeClosing, WIND shall deliver, the Company will deliver or cause to be delivered, to the parties thereto, the following documents (collectively, the “Closing Deliverables”):: (ai) to Acquiror, a certificate signed by an officer of the Exchange Agreement Company, dated as of the Closing Date, certifying that, to the knowledge and belief of such officer, the conditions specified in Section 9.2(a) and Section 9.2(b) have been fulfilled; (ii) to Acquiror, the written resignations of all of the directors and officers of the Company (other than those Persons identified as the initial directors and officers, respectively, of the Surviving Corporation, in accordance with the provisions of Section 2.6 and Section 7.6), effective as of the First Effective Date among WINDTime; (iii) to Acquiror, the Registration Rights Agreement, duly executed by duly authorized representatives of the Company; (iv) to Acquiror, evidence that all Affiliate Agreements set forth on Section 6.4 of the Company Disclosure Letter have been terminated or settled at or prior to the Closing without further liability to Acquiror, the Company or any of the Company’s Subsidiaries; (v) to Acquiror, copies of (A) the amended (or amended and restated) Governing Documents of the other parties thereto substantially in Company, duly approved and adopted by the form attached hereto as Exhibit B (the “Exchange Agreement”) duly executed by WIND, Board of Directors of the Company and such its stockholders in connection with the Pre-Closing Restructuring, pursuant to which the Preferred Stock Conversion and Charter Amendment shall have been consummated in accordance with the Pre-Closing Restructuring Plan; (B) evidence reasonably satisfactory to Acquiror that the Founder Share Exchange has been consummated in accordance with the Pre-Closing Restructuring Plan, (C) evidence reasonably satisfactory to Acquiror that the Company Convertible Securities Conversion has been consummated in accordance with the Pre-Closing Restructuring Plan; and (D) evidence reasonably satisfactory to Acquiror that the Company Warrant Conversion has been consummated in accordance with the Pre-Closing Restructuring Plan; and (vi) to Acquiror, a certificate on behalf of the other parties thereto as have executed Company, prepared in a manner consistent and in accordance with the same;requirements of Treasury Regulation Sections 1.897-2(g), (h) and 1.1445-2(c)(3), certifying that no interest in the Company is, or has been during the relevant period specified in Section 897(c)(1)(A)(ii) of the Code, a “U.S. real property interest” within the meaning of Section 897(c) of the Code, and a form of notice to the Internal Revenue Service prepared in accordance with the provisions of Treasury Regulations Section 1.897-2(h)(2). (b) At the Closing, Acquiror will deliver or cause to be delivered: (i) to the Exchange Agent, the Aggregate Merger Consideration for further distribution to the Company’s stockholders pursuant to Section 3.2. (ii) to the Company, a certificate signed by an officer of Acquiror, dated the Closing Date, certifying that, to the knowledge and belief of such officer, the conditions specified in Section 9.3(a) and Section 9.3(b) have been fulfilled; (iii) to the Company, the Registration Rights Agreement dated Agreement, duly executed by duly authorized representatives of Acquiror; (iv) to the Company, the written resignations of all of the directors and officers of Acquiror and Merger Sub (other than those Persons identified as the initial directors and officers, respectively, of the Surviving Corporation, in accordance with the provisions of Section 2.6 and Section 7.6), effective as of the Second Effective Date among WIND and Time; and (v) to the other parties thereto substantially in the form attached hereto as Exhibit C (the “Registration Rights Agreement”) duly executed by WIND and such Company, a time-stamped copy of the other parties thereto as have executed certificate issued by the same;Secretary of State of the State of Delaware in relation to the Domestication. (c) On the Tax Receivable Agreement dated Closing Date, concurrently with the Second Effective Time, Acquiror shall pay or cause to be paid by wire transfer of immediately available funds, (i) all accrued transaction expenses of Acquiror and its Affiliates (which shall include any outstanding amounts under any Working Capital Loans and any filing fees paid pursuant to Section 8.1(e)) as set forth on a written statement to be delivered to the Company not less than two (2) Business Days prior to the Closing Date and (ii) all accrued and unpaid Transaction Expenses (“Unpaid Transaction Expenses”) as set forth on a written statement to be delivered to Acquiror by or on behalf of the Effective Date among WINDCompany not less than two (2) Business Days prior to the Closing Date, which shall include the respective amounts and wire transfer instructions for the payment thereof, together with corresponding invoices for the foregoing; provided, that any Unpaid Transaction Expenses due to current or former employees, independent contractors, officers, or directors of the Company and the other parties thereto substantially in the form attached hereto as Exhibit D (the “Tax Receivable Agreement”) duly executed by WIND, or any of its Subsidiaries shall be paid to the Company and for further payment to such of the other parties thereto as have executed the same; (d) The Agreement and Plan of Merger dated as of the Effective Date among WINDemployee, independent contractor, officer or director through the Company, D. E. Shaw MWPH Acquisition Holdings, L.L.C. and the Blocker LLCs party thereto substantially in the form attached hereto as Exhibit E (the “Blocker Merger Agreement”) duly executed by WIND, the Company and the other parties thereto; and (e) The Nominating Agreement dated as of the Effective Date among WIND, D. E. Shaw MWP Acquisition Holdings, L.L.C., D. E. Shaw MWPH Acquisition Holdings, L.L.C. and Madison Dearborn Capital Partners IV, L.P. substantially in the form attached hereto as Exhibit F (the “Nominating Agreement”) duly executed by WIND and the other parties thereto’s payroll.

Closing Deliverables. Immediately after On the Effective Time, WIND Closing Date: a. Sellers shall deliver, or cause deliver to be delivered, to the parties thereto, the following documents (collectively, the “Closing Deliverables”): Buyer: (a) the Exchange Agreement dated as a duly executed copy of the Effective Date among WIND, the Company an Assignment and the other parties thereto substantially Assumption of Leases for each Lease in the form attached hereto as Exhibit B (the “Exchange AgreementAssignment and Assumption of Leases”) duly executed by WIND, the Company and such of the other parties thereto as have executed the same; ); (b) the Registration Rights Agreement dated a FIRPTA Certificate; (c) if applicable, Transfer Tax forms or certifications provided by Buyer as more specifically described in Section 12(a) below; (c) if applicable, a duly executed Xxxx of the Effective Date among WIND and the other parties thereto substantially Sale in the form attached hereto as Exhibit C (the “Registration Rights AgreementXxxx of Sale”); (d) duly executed by WIND and such of the other parties thereto as have executed the same; (c) the Tax Receivable Agreement dated as of the Effective Date among WINDa landlord notice, the Company and the other parties thereto substantially in the form attached hereto as Exhibit D D; (the “Tax Receivable Agreement”e) a duly executed by WINDGeneral Warranty Deed transferring fee simple title to the Fee Simple Property, the Company and such of the other parties thereto as have executed the same; (d) The Agreement and Plan of Merger dated as of the Effective Date among WIND, the Company, D. E. Shaw MWPH Acquisition Holdings, L.L.C. and the Blocker LLCs party thereto in substantially in the form attached hereto of Exhibit H; (f) Estoppel Certificates executed by the landlords under the Leases stating that neither Sellers nor the landlords are in default under the Leases, that the Leases are in full force and effect and have not been modified or supplemented, the term of the Leases, the current monthly rental along with a certification that Sellers have made rental payments for all periods up to and including the Closing Date; (g) the originals, or if for any reason Sellers do not have an original in their possession, copies of all Leases; (h) to the extent in the possession or control of Seller, keys to the Premises; (i) alarm and access codes to the Premises; (j) a copy of the Sale Order as Exhibit E defined in Section 14(a)(v); and, (k) physical possession of the “Blocker Merger Premises in broom clean condition, free of (1) all occupants and Persons and (2) all Excluded Assets, which Excluded Assets shall be removed and properly disposed of offsite (i.e., outside of the applicable Premises) at no cost or expense to Buyer. The execution and delivery of the foregoing by Sellers shall be precondition to the obligations of Buyer under this Agreement”. b. Buyer shall deliver to Sellers: (i) a duly executed by WIND, the Company and the other parties thereto; and (e) The Nominating Agreement dated as counterpart of each of the Effective Date among WINDAssignment and Assumption of Leases; and (ii) an executed copy of all Transfer Tax forms or certifications as may be required by each state, D. E. Shaw MWP Acquisition Holdings, L.L.C., D. E. Shaw MWPH Acquisition Holdings, L.L.C. county or municipality to record the Assignment and Madison Dearborn Capital Partners IV, L.P. substantially Assumption of Leases and effectuate the transactions contemplated herein. All documents executed and delivered by Buyer pursuant to this Section 11(b) shall be in the form attached hereto as Exhibit F (the “Nominating Agreement”) duly executed by WIND and the other parties theretosubstance reasonably satisfactory to Sellers.

Closing Deliverables. Immediately after the Effective Time, WIND shall deliver, or cause to be delivered, to the parties thereto, the following documents (collectively, the “Closing Deliverables”): (a) Subject to the Exchange Agreement dated as of terms and conditions hereof, at the Effective Date among WINDClosing, Seller shall deliver to Buyer: (i) the Company duly executed assignment and the other parties thereto substantially assumption agreement in the form attached hereto as Exhibit B (the “Exchange Agreement”) duly executed by WIND, the Company and such of the other parties thereto as have executed the same; (b) the Registration Rights Agreement dated as of the Effective Date among WIND and the other parties thereto substantially in the form attached hereto as Exhibit C (the “Registration Rights Assignment and Assumption Agreement”) duly executed by WIND and such of the other parties thereto as have executed the same); (cii) the Tax Receivable Agreement dated as of the Effective Date among WIND, the Company and the other parties thereto duly executed escrow agreement substantially in the form attached hereto as Exhibit D (the “Tax Receivable Escrow Agreement”) duly executed by WIND, the Company and such of the other parties thereto as have executed the same); (diii) The Agreement the resignations of all directors and Plan officers of Merger dated as of the Effective Date among WIND, the Company, D. E. Shaw MWPH Acquisition Holdings, L.L.C. and the Blocker LLCs party thereto substantially in the form attached hereto as Exhibit E (the “Blocker Merger Agreement”) duly executed by WIND, the Company and the other parties Company Subsidiaries that are not continuing as employees of the Company or any Company Subsidiary after Closing from their director and officer positions, as applicable; (iv) the closing certificate of Seller as provided for in Section 8.02(d); (v) evidence of the satisfaction or termination of Seller’s line of credit under that certain Senior Credit Agreement dated August 2, 2006 by and between Kimpton Group Holding LLC, a Delaware limited liability company and Bank of America, N.A. a national banking association, as Administrative Agent and each Lender Party thereto. as amended; (vi) a duly executed side letter as mutually agreed and initialed by the Parties as of the date hereof with respect to certain future activities; (vii) a duly executed side letter between an entity formed by members of Seller’s senior management team for the purpose of conducting the Asset Management Business (“Newco”) and Buyer whereby Newco has agreed to comply with the restrictive covenants applicable to Seller set forth in Sections 5.08(a), (b), (c) and (d). (viii) a statement in the form of Exhibit E (provided that if Seller fails to deliver (or cause to be delivered) such statement at or prior to the Closing, then Buyer’s sole remedy shall be to make an appropriate withholding to the extent required pursuant to Section 1445 of the Code); and (eix) The Nominating Agreement dated such other customary closing documents and instruments as required by this Agreement. (b) Subject to the terms and conditions hereof, at the Closing, Buyer shall deliver to Seller: (i) the Preliminary Purchase Price, minus the Escrow Amount, which Buyer shall pay via wire transfer of immediately available funds to an account or accounts designated by Seller; (ii) the Effective Date among WINDduly executed Assignment and Assumption Agreement; (iii) the duly executed Escrow Agreement; (iv) the closing certificate of Buyer as provided for in Section 8.03(c); and (v) such other customary closing documents and instruments as required by this Agreement. (c) At the Closing, D. E. Shaw MWP Acquisition Holdings, L.L.C., D. E. Shaw MWPH Acquisition Holdings, L.L.C. and Madison Dearborn Capital Partners IV, L.P. substantially in Buyer shall deliver the form attached hereto as Exhibit F Escrow Amount via wire transfer of immediately available funds to the account (the “Nominating AgreementEscrow Account”) duly executed designated by WIND the Escrow Agent to be held and released in accordance with the other parties theretoterms of the Escrow Agreement and Section 9.08.

Closing Deliverables. Immediately after At the Effective TimeClosing: (i) Seller shall deliver to Buyer: (A) the Termination Agreement (as defined above), WIND duly executed by Seller; (B) a certificate in the form attached hereto as Exhibit C dated as of the Closing Date, duly executed by an authorized officer of Seller, given by him or her on behalf of Seller, certifying as to an attached copy of the resolutions of the board of directors of the Seller authorizing and approving the execution, delivery and performance of this Agreement and the Termination Agreement and the consummation of the transactions contemplated hereby and thereby, and stating that such resolutions have not been amended, modified, revoked or rescinded; (C) a completed certification of non-foreign status pursuant to Section 1.1445-2(b)(2) of the Treasury regulations duly executed by Seller; and (D) a duly completed IRS Form W-9 of Seller claiming a complete exemption from backup withholding. (ii) Buyer shall deliver, or cause to be delivered, to the parties thereto, the following documents (collectively, the “Closing Deliverables”):Seller: (aA) the Exchange Closing Payment; (B) the Termination Agreement dated (as of the Effective Date among WINDdefined above), the Company and the other parties thereto substantially in the form attached hereto as Exhibit B (the “Exchange Agreement”) duly executed by WIND, the Company and such of the other parties thereto as have executed the same;Buyer; and (bC) the Registration Rights Agreement dated as of the Effective Date among WIND and the other parties thereto substantially a certificate in the form attached hereto as Exhibit C (the “Registration Rights Agreement”) duly executed by WIND and such of the other parties thereto as have executed the same; (c) the Tax Receivable Agreement dated as of the Effective Date among WINDClosing Date, the Company and the other parties thereto substantially in the form attached hereto as Exhibit D (the “Tax Receivable Agreement”) duly executed by WINDan authorized officer of Buyer, the Company and such given by him or her on behalf of Buyer, certifying as to an attached copy of the other parties thereto as have executed resolutions of the same; (d) The board of directors of the Buyer authorizing and approving the execution, delivery and performance of this Agreement and Plan of Merger dated as the Termination Agreement and the consummation of the Effective Date among WINDtransactions contemplated hereby and thereby, the Companyand stating that such resolutions have not been amended, D. E. Shaw MWPH Acquisition Holdingsmodified, L.L.C. and the Blocker LLCs party thereto substantially in the form attached hereto as Exhibit E (the “Blocker Merger Agreement”) duly executed by WIND, the Company and the other parties thereto; and (e) The Nominating Agreement dated as of the Effective Date among WIND, D. E. Shaw MWP Acquisition Holdings, L.L.C., D. E. Shaw MWPH Acquisition Holdings, L.L.C. and Madison Dearborn Capital Partners IV, L.P. substantially in the form attached hereto as Exhibit F (the “Nominating Agreement”) duly executed by WIND and the other parties theretorevoked or rescinded.

Closing Deliverables. Immediately after (a) The closing of the transactions contemplated by this Agreement shall take place on the Closing Date and be effective as of immediately prior to the Effective Time. Completion of the transactions contemplated by this Agreement is conditional upon the Closing of the Merger Agreement occurring. Upon termination of Merger Agreement in accordance with Article 8 of the Merger Agreement, WIND this Agreement shall thereupon automatically terminate without further action by the parties hereto and become null and void and no party shall have any rights or claims against the other hereunder. In addition, if any of the conditions to the obligations of Parent and Buyer to consummate the transactions contemplated by this Agreement as set forth in Section 5 hereof have not been satisfied on the Closing Date and cannot be cured on the Closing Date, then this Agreement may be terminated by the Parent by delivery of written notice to the Selling Equityholder to that effect and this Agreement shall become null and void and no party shall have any rights or claims against the other hereunder. If this Agreement is terminated as set forth above, but the transactions contemplated by the Merger Agreement are to be completed, then neither the Parent nor Buyer shall have any obligation to purchase the Blocker Interest owned by such Selling Equityholder hereunder or otherwise, and in lieu thereof, the Units owned by the applicable Blocker Entity or indirectly by the Selling Equityholder shall be acquired by Parent by virtue of the Merger pursuant to the terms of the Merger Agreement. (b) On the Closing Date, each Selling Equityholder shall deliver, or cause to be delivered, to the parties thereto, the following documents (collectively, the “Closing Deliverables”): (a) the Exchange Agreement dated as Parent certificates representing all of the Effective Date among WINDBlocker Interest being sold hereunder, the Company and the other parties thereto substantially accompanied by a stock transfer power duly endorsed in the form attached hereto as Exhibit B (the “Exchange Agreement”) duly executed by WIND, the Company and blank relating to such of the other parties thereto as have executed the same; (b) the Registration Rights Agreement dated as of the Effective Date among WIND and the other parties thereto substantially in the form attached hereto as Exhibit C (the “Registration Rights Agreement”) duly executed by WIND and such of the other parties thereto as have executed the same; (c) the Tax Receivable Agreement dated as of the Effective Date among WIND, the Company and the other parties thereto substantially in the form attached hereto as Exhibit D (the “Tax Receivable Agreement”) duly executed by WIND, the Company and such of the other parties thereto as have executed the same; (d) The Agreement and Plan of Merger dated as of the Effective Date among WIND, the Company, D. E. Shaw MWPH Acquisition Holdings, L.L.C. and the Blocker LLCs party thereto substantially in the form attached hereto as Exhibit E (the “Blocker Merger Agreement”) duly executed by WIND, the Company and the other parties thereto; and (e) The Nominating Agreement dated as of the Effective Date among WIND, D. E. Shaw MWP Acquisition Holdings, L.L.C., D. E. Shaw MWPH Acquisition Holdings, L.L.C. and Madison Dearborn Capital Partners IV, L.P. substantially in the form attached hereto as Exhibit F (the “Nominating Agreement”) duly executed by WIND and the other parties theretocertificates.

Closing Deliverables. Immediately after (a) At the Effective TimeClosing, WIND the Seller shall deliver, deliver or cause to be delivered, delivered to the parties theretoPurchaser the following: (i) the Bill of Sale, duly executed by an authorized officer of the following documents Seller; (ii) the Assignment and Assumption Agreement, duly executed by an authorized officer of the Seller; (iii) the Assignment and Assumption Agreement Regarding DRL Contracts, duly executed by an authorized officer of the Seller; (iv) the Intellectual Property Assignment Agreements, duly executed by an authorized officer of the Seller; (v) a properly prepared and certified IRS Form W-9, duly executed by the Seller; (vi) the consents, approvals and notices listed on Schedule 4.02(a)(vi) of the Seller Disclosure Schedules (collectively, the “Closing DeliverablesRequired Consents”):); (avii) the Exchange Agreement Transition Services Agreement, duly executed by an authorized officer of the Seller; (viii) a certificate, dated as of the Effective Date among WINDClosing Date, the Company and the other parties thereto substantially in the form attached hereto as Exhibit B (the “Exchange Agreement”) duly executed by WIND, the Company and such an authorized officer of the Seller, in his or her capacity as such, confirming the satisfaction of the conditions specified in Section 8.02; and (ix) such other parties thereto documents as have executed the same;Purchaser may reasonably request to give effect to this Agreement. (b) At the Registration Rights Closing, the Purchaser shall deliver to the Seller the following: (i) payment of the Closing Cash Consideration; (ii) the Bill of Sale, duly executed by an authorized officer of the Purchaser; (iii) the Assignment and Assumption Agreement, duly executed by an authorized officer of the Purchaser; (iv) the Assignment and Assumption Agreement Regarding DRL Contracts, duly executed by an authorized officer of the Purchaser; (v) the Intellectual Property Assignment Agreements, duly executed by an authorized officer of the Purchaser; (vi) the Transition Services Agreement, duly executed by an authorized officer of the Purchaser; (vii) a certificate, dated as of the Effective Date among WIND and the other parties thereto substantially in the form attached hereto as Exhibit C (the “Registration Rights Agreement”) Closing Date, duly executed by WIND and such an authorized officer of the other parties thereto Purchaser, in his or her capacity as have executed such, confirming the same; (c) the Tax Receivable Agreement dated as satisfaction of the Effective Date among WIND, the Company and the other parties thereto substantially conditions specified in the form attached hereto as Exhibit D (the “Tax Receivable Agreement”) duly executed by WIND, the Company and such of the other parties thereto as have executed the same; (d) The Agreement and Plan of Merger dated as of the Effective Date among WIND, the Company, D. E. Shaw MWPH Acquisition Holdings, L.L.C. and the Blocker LLCs party thereto substantially in the form attached hereto as Exhibit E (the “Blocker Merger Agreement”) duly executed by WIND, the Company and the other parties theretoSection 8.03; and (eviii) The Nominating Agreement dated such other documents as of the Effective Date among WIND, D. E. Shaw MWP Acquisition Holdings, L.L.C., D. E. Shaw MWPH Acquisition Holdings, L.L.C. and Madison Dearborn Capital Partners IV, L.P. substantially in the form attached hereto as Exhibit F (the “Nominating Seller may reasonably request to give effect to this Agreement”) duly executed by WIND and the other parties thereto.

Closing Deliverables. Immediately after In addition to any other documents to be delivered under the Effective Timeprovisions of this Agreement, WIND shall at the Closing: i. Seller will deliver, or cause to be delivered, as applicable, to the parties thereto, the following documents (collectively, the “Closing Deliverables”):Buyer: (a) the Exchange Agreement dated as of the Effective Date among WIND, the Company and the other parties thereto substantially in the form attached hereto as Exhibit B (the “Exchange Agreement”) duly executed by WIND, the Company and such of the other parties thereto as have executed the samePurchased Assets; (b) a cross-receipt executed by the Registration Rights Agreement dated as Seller, acknowledging receipt of the Effective Date among WIND and the other parties thereto substantially Purchase Price, in the a form attached hereto as Exhibit C (the “Registration Rights Agreement”) duly executed by WIND and such of the other parties thereto as have executed the samereasonably acceptable to Buyer; (c) the Tax Receivable duly executed Xxxx of Sale Assignment and Assumption Agreement dated as transferring the Purchased Assets to Buyer, free and clear of any and all Encumbrances (except Permitted Encumbrances) and assigning all of the Effective Date among WINDPurchased Assets that are intangible personal property as contemplated in Sections 1 and 2, the Company and the other parties thereto substantially in the form attached hereto as Exhibit D (the “Tax Receivable Agreement”) duly executed by WIND, the Company and such of the other parties thereto as have executed the sameSeller; (d) The duly executed Intellectual Property Assignment Agreements assigning all intellectual property of the Seller to Buyer, free and clear of any and all Encumbrances (except Permitted Encumbrances); (e) all releases, termination statements or satisfactions of all Encumbrances, including the security interest of Bank of America in Seller’s assets, and payoff letters regarding the same in forms reasonably acceptable to Buyer, other than Permitted Encumbrances, with respect to the Purchased Assets; (f) such other deeds, bills of sale, endorsements, assignments, certificates of title, affidavits, indemnity agreements and other good and sufficient instruments of sale, assignment, conveyance and transfer in form and substance satisfactory to Buyer and its counsel, as are required to effectively vest in Buyer good and marketable title in and to all of the Purchased Assets, free and clear of any and all Encumbrances (except Permitted Encumbrances); (g) a duplicate original of a document in form sufficient for filing, amending the Articles of Incorporation of the Seller so as to change the name of the Seller to a name bearing no resemblance to its present name, a complete and correct copy, certified by the Secretary of the Seller, of the resolutions of the Seller’s Board of Directors and Shareholder authorizing and approving 2.1 such change of name and consent and a written consent to the use by the Buyer or any parent or subsidiary or affiliate of the Buyer, or any successor or assignee of any thereof, of the name of the Seller or any variant thereof, and such other documents as may be necessary to effectuate the foregoing in respect of any states in which the Seller is qualified to do business as a foreign corporation; (h) a duly executed employment agreement in form and substance acceptable to the Seller for Trey (the “Employment Agreement”) and a duly executed consulting agreement in form and substance acceptable to the Seller for Xxx; (i) a lease for the property commonly known as XXXX, 0000 Xxxxxx Xxxxxxx, Xxxx Xxxx, XX 00000 (the “Office Property”), in the form of Exhibit B duly executed by LDL of South Carolina, LLC; (j) copies or originals of the written materials described in Sections 1(a)(iii) and 1(a)(vii), which may be delivered in electronic form; (k) a certificate duly executed by an officer of the Seller certifying the accuracy of all of Seller’s representations and warranties and confirming the Seller’s performance of and compliance with all of Seller’s covenants and obligations pursuant to this Agreement and Plan as of Merger the Closing Date; (l) a legal opinion of Seller’s counsel dated as of the Effective Closing Date among WIND, the Company, D. E. Shaw MWPH Acquisition Holdings, L.L.C. and the Blocker LLCs party thereto substantially in the form of Exhibit C attached hereto as Exhibit E (the “Blocker Merger Agreement”) duly executed by WIND, the Company and the other parties thereto; andhereto; (em) The Nominating Agreement good standing certificates for Seller from North Carolina and South Carolina, dated as of a recent date prior to the Effective Date among WINDClosing Date; (n) evidence of the termination by Seller of all its employees within the sixty (60) days prior to the Closing Date, D. E. Shaw MWP Acquisition Holdingsincluding any related releases for employment contract provisions that may survive termination; (o) evidence of full payoffs of all vehicle related loans of Seller prior to the Closing Date; (p) such other documents or instruments as Buyer reasonably requests to consummate the transactions contemplated by this Agreement; (q) any documents necessary to transfer all bank accounts of Seller used for Seller’s accounts receivable, L.L.C.if transferable, D. E. Shaw MWPH Acquisition Holdingsspecifically excluding any cash held in such bank accounts; (r) to the extent such documentation is available from Seller’s insurance providers, L.L.C. evidence that the Insurance Policies shall reasonably and Madison Dearborn Capital Partners IVadequately cover Buyer and Seller following the Closing for such product liability or other warranty or any service-related claims normally insured against by persons carrying on the same business or businesses as Seller, L.P. substantially in respect of sales prior to the form attached hereto as Exhibit F (the “Nominating Agreement”) duly executed by WIND and the other parties thereto.Closing;

Closing Deliverables. Immediately after (a) At the Effective TimeClosing, WIND the Seller shall deliver, deliver or cause to be delivered, delivered to the parties thereto, Purchaser the following documents (collectively, the “Closing Deliverables”):following: (ai) the Exchange Agreement dated as Bill of the Effective Date among WINDSale & Assignment and Assumption Agreement, the Company and the other parties thereto substantially in the form attached hereto as Exhibit B (the “Exchange Agreement”) duly executed by WIND, the Company and such authorized officers of the Seller and any applicable Affiliate of Seller; (ii) the Eisai Assignment and Assumption Agreement, duly executed by an authorized officer of the Seller and an authorized officer of Eisai; (iii) assignments of Acquired Contracts not assigned pursuant to the Eisai Assignment or Bill of Sale & Assignment and Assumption Agreement, if any, duly executed by an authorized officer of Seller and any applicable Affiliate of Seller; (iv) the Transition Services Agreement, duly executed by an authorized officer of the Seller; (v) the Assignment of Patents, duly executed by an authorized officer of the Seller and any applicable Affiliate of Seller; (vi) such other parties thereto documents as have executed the same;Purchaser may reasonably request to give effect to this Agreement. (b) At the Registration Rights Agreement dated as Closing, the Purchaser shall deliver to the Seller the following: (i) the payment of the Effective Date among WIND Cash Consideration in accordance with Section 3.02(b); (ii) the Bill of Sale & Assignment and the other parties thereto substantially in the form attached hereto as Exhibit C (the “Registration Rights Assumption Agreement”) , duly executed by WIND and such an authorized officer of the other parties thereto as have executed the samePurchaser; (ciii) the Tax Receivable Agreement dated as of the Effective Date among WINDEisai Assignment and Assumption Agreement, the Company and the other parties thereto substantially in the form attached hereto as Exhibit D (the “Tax Receivable Agreement”) duly executed by WIND, the Company and such an authorized officer of the other parties thereto as have executed the samePurchaser; (div) The Agreement and Plan of Merger dated as of the Effective Date among WINDTransition Services Agreement, the Company, D. E. Shaw MWPH Acquisition Holdings, L.L.C. and the Blocker LLCs party thereto substantially in the form attached hereto as Exhibit E (the “Blocker Merger Agreement”) duly executed by WIND, an authorized officer of the Company and the other parties thereto; andPurchaser; (ev) The Nominating Agreement dated as the Assignment of the Effective Date among WINDPatents, D. E. Shaw MWP Acquisition Holdings, L.L.C., D. E. Shaw MWPH Acquisition Holdings, L.L.C. and Madison Dearborn Capital Partners IV, L.P. substantially in the form attached hereto as Exhibit F (the “Nominating Agreement”) duly executed by WIND and an authorized officer of the Purchaser; (vi) such other parties theretodocuments as the Seller may reasonably request to give effect to this Agreement.

Closing Deliverables. Immediately after Seller shall have furnished to Buyer the Effective Time, WIND shall deliver, or cause to be delivered, to the parties thereto, the following documents (collectively, the “Closing Deliverables”):following: (a) the Exchange Agreement Transitional Services Agreement, dated as of the Effective Date among WINDClosing Date, the Company and the other parties thereto substantially in the form attached hereto as Exhibit B (the “Exchange Agreement”) duly executed by WIND, the Company and such an authorized representative of the other parties thereto as have executed the sameSeller; (b) the Registration Rights Agreement License Agreement, dated as of the Effective Date among WIND and the other parties thereto substantially in the form attached hereto as Exhibit C (the “Registration Rights Agreement”) Closing Date, duly executed by WIND and such an authorized representative of the other parties thereto as have executed the sameLicensor; (c) the Tax Receivable Agreement Bxxx of Sale, dated as of the Effective Closing Date among WIND, the Company and the other parties thereto substantially in the form attached hereto as of Exhibit D hereto (the “Tax Receivable AgreementBxxx of Sale”) ), duly executed by WIND, the Company and such an authorized representative of the other parties thereto as have executed the sameSeller; (d) The Agreement the Assignment and Plan of Merger Assumption Agreement, dated as of the Effective Closing Date among WIND, the Company, D. E. Shaw MWPH Acquisition Holdings, L.L.C. and the Blocker LLCs party thereto substantially in the form attached hereto as of Exhibit E hereto (the “Blocker Merger Assignment and Assumption Agreement”) ), duly executed by WINDan authorized representative of Seller; (e) the ABN AMRO Escrow Agreement, dated as of the Company Closing Date, duly executed by an authorized representative of Seller and countersigned by ABN AMRO; (f) the Books and Records; (g) a certificate, dated the Closing Date and duly executed by the Secretary (or equivalent officer) of Seller, certifying that attached thereto are true and complete copies of all resolutions adopted by the board of directors of Seller authorizing the execution, delivery and performance of this Agreement and the other parties theretoRelated Agreements and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby; and (eh) The Nominating Agreement a certificate, dated as the Closing Date and executed by a duly authorized officer of Seller, certifying that each of the Effective Date among WINDconditions set forth in Sections ‎8.1, D. E. Shaw MWP Acquisition Holdings, L.L.C., D. E. Shaw MWPH Acquisition Holdings, L.L.C. ‎8.2 and Madison Dearborn Capital Partners IV, L.P. substantially in the form attached hereto as Exhibit F (the “Nominating Agreement”) duly executed by WIND and the other parties thereto‎8.3 have been satisfied.

Closing Deliverables. Immediately after (a) At the Effective TimeClosing, WIND on the terms and subject to the conditions set forth in this Agreement, the applicable Sellers shall deliver, deliver or cause to be delivereddelivered to Buyer: (i) the appropriate instrument of sale, assignment and transfer with respect to the parties theretoUnits in favor of Xxxxx, the following documents (collectively, the “Closing Deliverables”):duly executed by Equity Seller; (aii) the Exchange Quota Share Reinsurance Agreement, executed by XXXX, XXXX, XXX and HNIC; (iii) the General Agency Agreement, executed by XXXX, AHIC, XXX and HNIC; (iv) the Claims Administration Agreement, executed by HSIC, AHIC, XXX and HNIC; (v) the Employee Leasing Agreement, executed by Equity Seller; (vi) the Transition Services Agreement, executed by each Seller; (vii) the Assignment of Lease Agreement dated for each of the Assigned Real Property Leases, executed by Equity Seller; (viii) the Sublease Agreement, executed by Equity Seller; (ix) the Assignment and Assumption Agreement, executed by each Seller; (x) the Bill of Sale, executed by each Seller; (xi) written resignations, effective as of the Effective Date among WINDClosing, of all managers and officers of the Company and the other parties thereto substantially in the form attached hereto as Exhibit B (the “Exchange Agreement”) duly executed by WINDexcept for Xxxxxx Xxxxxx, the Company and such who shall remain an officer of the Company); (xii) a properly completed and executed IRS Form W-9 from each of the Sellers; and (xiii) all such other parties thereto instruments of transfer, assignment or conveyance as have executed Buyer may reasonably request or as may be otherwise necessary to evidence and effect the same;sale, transfer, assignment, conveyance and delivery of the Units, Transferred Assets and Assumed Liabilities to from the Sellers to Buyer. (b) At the Registration Rights Agreement dated Closing, on the terms and subject to the conditions set forth in this Agreement, Buyer shall deliver or cause to be delivered to Equity Seller (or its Affiliates, as applicable): (i) an amount in dollars equal to the Estimated Purchase Price, by wire transfer of immediately available funds to the account designated in writing by Equity Seller to Buyer not less than five (5) Business Days prior to the anticipated Closing Date; (ii) the Second Amended and Restated Company Operating Agreement, executed by the Company (evidencing Buyer as the sole member of the Effective Date among WIND and the other parties thereto substantially in the form attached hereto as Exhibit C (the “Registration Rights Agreement”) duly Company), executed by WIND and such Xxxxx; (iii) the Quota Share Reinsurance Agreement, executed by Xxxxxxxxx; (iv) the General Agency Agreement, executed by the Company; (v) the Claims Administration Agreement, executed by CSIS; (vi) the Employee Leasing Agreement, executed by CSIS; (vii) the Transition Services Agreement, executed by CSIS; (viii) the Assignment of Lease Agreement for each of the Assigned Real Property Leases, executed by CSIS; (ix) the Sublease Agreement, executed by CSIS; (x) the Assignment and Assumption Agreement, executed by Xxxxx; (xi) the Bill of Sale, executed by Xxxxx; and (xii) all such other parties thereto instruments of transfer, assignment or conveyance as have executed the same;Sellers may reasonably request or as may be otherwise necessary to evidence and effect the transfer, assignment, conveyance and delivery of the Units, Transferred Assets and Assumed Liabilities from Sellers to Buyer. (c) At the Tax Receivable Closing, on the terms and subject to the conditions set forth in this Agreement dated and the Quota Share Reinsurance Agreement, as consideration for the reinsurance by the Reinsurer of the Effective Date among WINDunearned premium reserves under the Quota Share Reinsurance Agreement, the Company Sellers shall cause the Insurance Subsidiaries to deliver to the Reinsurer, on a several and not joint basis in proportion to the other parties thereto substantially unearned premium reserves ceded by such Insurance Subsidiary to the Reinsurer at Closing, cash in an amount equal to the form attached hereto as Exhibit D (the “Tax Receivable Agreement”) duly executed by WIND, the Company and such of the other parties thereto as have executed the same; (d) The Agreement and Plan of Merger dated as of the Effective Date among WIND, the Company, D. E. Shaw MWPH Acquisition Holdings, L.L.C. and the Blocker LLCs party thereto substantially in the form attached hereto as Exhibit E (the “Blocker Merger Agreement”) duly executed by WIND, the Company and the other parties thereto; and (e) The Nominating Agreement dated as of the Effective Date among WIND, D. E. Shaw MWP Acquisition Holdings, L.L.C., D. E. Shaw MWPH Acquisition Holdings, L.L.C. and Madison Dearborn Capital Partners IV, L.P. substantially in the form attached hereto as Exhibit F (the “Nominating Agreement”) duly executed by WIND and the other parties theretoEstimated Reinsurance Premium.

Closing Deliverables. Immediately after (i) At the Effective TimeClosing, WIND Seller shall deliver, or cause deliver to be delivered, to Buyer the parties thereto, the following documents (collectively, the “Closing Deliverables”):following: (a) The Escrow Agreement, duly executed by Seller; (b) A xxxx of sale in the Exchange Agreement dated as form of Exhibit C hereto (the “Xxxx of Sale”) and duly executed by Seller, transferring the tangible personal property included in the Purchased Assets to Buyer; (c) An assignment and assumption agreement in the form of Exhibit D hereto (the “Assignment and Assumption Agreement”) and duly executed by Seller, effecting the assignment to and assumption by Buyer of the Effective Date among WIND, the Company Purchased Assets and the other parties thereto substantially Assumed Liabilities; (d) An assignment in the form of Exhibit E hereto (the “Intellectual Property Assignments”) and duly executed by Seller, transferring all of Seller's right, title and interest in and to the Intellectual Property Assets to Buyer; (e) A copy of a Certificate of Conversion, filed with the Secretary of State of the State of Delaware, evidencing the conversion of the Seller into a California limited liability company; (f) A power of attorney in form and substance satisfactory to Buyer and duly executed by Seller to enable Buyer to effect such matters as may be required to give effect to this Agreement; (g) An Employment Agreement, executed by Xxxx Xxxx, in the form attached hereto as Exhibit B F; (the “Exchange h) The Lock-up Agreement”) duly , executed by WINDeach of Seller’s designees; (i) The Seller Closing Certificate; and (j) The FIRPTA Certificate. (ii) At the Closing, Buyer, or Troika, as the Company and such case may be, shall deliver Seller the following: (a) The cash portion of the other parties thereto as have executed the samePurchase Price, in accordance with Section 2.05(i); (b) the Registration Rights The Escrow Agreement dated as of the Effective Date among WIND and the other parties thereto substantially in the form attached hereto as Exhibit C (the “Registration Rights Agreement”) duly executed by WIND and such of the other parties thereto as have executed the sameBuyer Parties; (c) the Tax Receivable The Assignment and Assumption Agreement dated as of the Effective Date among WIND, the Company and the other parties thereto substantially in the form attached hereto as Exhibit D (the “Tax Receivable Agreement”) duly executed by WIND, the Company and such of the other parties thereto as have executed the sameBuyer; (d) The Employment Agreement and Plan of Merger dated as of the Effective Date among WIND, the Company, D. E. Shaw MWPH Acquisition Holdings, L.L.C. and the Blocker LLCs party thereto substantially in the form attached hereto as Exhibit E (the “Blocker Merger Agreement”) duly executed by WIND, the Company and the other parties thereto; andBuyer Parties; (e) The Nominating Agreement dated as of the Effective Date among WINDLock-up Agreements, D. E. Shaw MWP Acquisition Holdings, L.L.C., D. E. Shaw MWPH Acquisition Holdings, L.L.C. and Madison Dearborn Capital Partners IV, L.P. substantially in the form attached hereto as Exhibit F (the “Nominating Agreement”) duly executed by WIND and the other parties theretoapplicable Buyer Party; and (f) The Buyer Closing Certificate.

Closing Deliverables. Immediately after the Effective Time, WIND Seller shall deliver, have delivered or cause caused to be delivered, delivered to Buyer the parties thereto, the following documents (collectively, the “Closing Deliverables”):following: (ai) the Exchange Agreement dated as Assignment of the Effective Date among WIND, the Company and the other parties thereto substantially Membership Interests duly executed by Seller; (ii) a certificate of an appropriate officer of Seller in the form attached hereto as Exhibit B C, dated as of the Closing Date, certifying to the effect of clauses (a) and (b) of this Section 6.1.1; (iii) a certificate of the “Exchange Agreement”secretary of Seller, dated as of the Closing Date, in the form of Exhibit C, certifying as to and, as applicable, attaching copies of (i) duly the organizational documents of Seller and the Company, (ii) resolutions authorizing the execution, delivery and performance of this Agreement and each Ancillary Document to which Seller or the Company is a party and the consummation by Seller of the transactions contemplated hereby and thereby, (iii) the incumbency of the officers of Seller executing this Agreement and the Ancillary Documents to be executed by WIND, Seller on the Closing Date as contemplated herein; and (iv) good standing certificates of the Company and such of Seller, dated no earlier than five (5) Business Days prior to the other parties thereto as have executed the sameClosing Date; (biv) a certificate from Seller, in the Registration Rights Agreement dated form of Exhibit E, as to the non-foreign status of Seller, satisfying in all respects the requirements of Section 1.1145- (2)(b)(2) of the Treasury Regulations; (v) evidence that all of the Project Assets that were not in the name of the Company as of the Effective Date among WIND have been duly transferred to the Company on terms reasonably acceptable to Buyer and the other parties thereto substantially that all third-party consents to effect any such transfer have been obtained, in the each case, in form attached hereto as Exhibit C (the “Registration Rights Agreement”) duly executed by WIND and such of the other parties thereto as have executed the samesubstance reasonably acceptable to Buyer; (cvi) copies of all Real Property Documents, and, to the Tax Receivable Agreement dated as extent in Seller’s possession, originals of all Real Property Documents, and, to the Effective Date among WINDextent in Seller’s possession, the Company and the other parties thereto substantially in the form attached hereto as Exhibit D (the “Tax Receivable Agreement”) duly executed by WIND, the Company and such copies of the other parties thereto as have executed the sameany Title Reports or Surveys; (dvii) The Agreement copies of all Project Contracts, Obtained Permits, Permit Applications, Books and Plan of Merger dated as of the Effective Date among WINDRecords (that are in Seller’s possession), the Company, D. E. Shaw MWPH Acquisition Holdings, L.L.C. Reports and the Blocker LLCs party thereto substantially in the form attached hereto as Exhibit E (the “Blocker Merger Agreement”) duly executed by WIND, the Company and the other parties theretoStudies; and (eviii) The Nominating such other certificates, instruments or documents required by the provisions of this Agreement dated as or otherwise necessary or appropriate to transfer the Membership Interests in accordance with the terms hereof and consummate the Transaction, and to vest in Buyer or its Affiliates and its or their successors and assigns full, complete, absolute, legal and equitable title to the Membership Interests, free and clear of the Effective Date among WIND, D. E. Shaw MWP Acquisition Holdings, L.L.C., D. E. Shaw MWPH Acquisition Holdings, L.L.C. and Madison Dearborn Capital Partners IV, L.P. substantially in the form attached hereto as Exhibit F (the “Nominating Agreement”) duly executed by WIND and the other parties theretoall Liens.

Closing Deliverables. Immediately after (a) At the Effective TimeClosing, WIND Sellers shall deliver, or cause caused to be delivered, to Purchaser the parties theretofollowing: (i) a Bill of Sale and Assignment and Assumption Agreement (the “Bill of Sale and Assignment and Assumption Agreement”), in the form of Exhibit A, duly executed by Seller; (ii) an Assignment of Intellectual Property Agreement (the “IP Agreement”), in the form of Exhibit B, duly executed by Seller; (iii) originals, if available, or certified copies of the Assumed Contracts; (iv) an officer’s certificate duly executed by an officer of Sellers attesting to the resolutions adopted by the board of directors and the stockholders of Sellers duly authorizing the execution, delivery and performance of this Agreement and the transactions contemplated by this Agreement; (v) a good standing certificate of each Seller from the Secretary of State of Florida dated not earlier than fifteen (15) days prior to the date hereof; (vi) a copy of any third party consents set forth on Schedule 4.4, in form and substance satisfactory to Purchaser, necessary for Sellers to transfer and assign to Purchaser all of Sellers’ right, title and interest in and to the Purchased Assets; (vii) all records, documents, lists and other materials specified in Sections 2.1(e) and (j) of this Agreement; (viii) separate IRS Forms W-9 properly completed and executed certifying that each of the Sellers is not a foreign person; (ix) evidence of the discharge of all Indebtedness of Sellers to, and the release and termination of all Encumbrances on the Purchased Assets in favor of, the following documents Persons (collectively, the “Closing Deliverables”): (a) the Exchange Agreement dated as of the Effective Date among WIND, the Company and the other parties thereto substantially in the form attached hereto as Exhibit B (the “Exchange Agreement”) duly executed by WIND, the Company and such of the other parties thereto as have executed the same; (b) the Registration Rights Agreement dated as of the Effective Date among WIND and the other parties thereto substantially in which evidence shall be based on the form attached hereto as Exhibit C (the “Registration Rights Agreement”) duly executed by WIND and such of the other parties thereto as have executed the sameshall be satisfactory to Purchaser, in its sole discretion): Apex Payables; Pro Venture Capital; Xxxxxx Capital; Seamless Capital Group; and Xxxxxx Capital Group, LLC; (cx) the Tax Receivable Agreement dated as evidence, in form and substance satisfactory to Purchaser, of the Effective Date among WIND(i) release by D&D Xxxxx, LLC of any Encumbrance related to the Company and Purchased Assets securing the other parties thereto substantially Indebtedness evidenced by the Buyer Notes II (as defined in the form attached hereto as Exhibit D Securities Purchase Agreement) issued to D&D Xxxxx, LLC and (ii) assignment by D&D Xxxxx, LLC to the “Tax Receivable Agreement”) duly executed by WIND, the Company and such Senior Lender of the other parties thereto as have executed the same; (d) The Agreement and Plan of Merger dated as of the Effective Date among WINDBuyer Notes II issued to D&D Xxxxx, the Company, D. E. Shaw MWPH Acquisition Holdings, L.L.C. and the Blocker LLCs party thereto substantially in the form attached hereto as Exhibit E (the “Blocker Merger Agreement”) duly executed by WIND, the Company and the other parties theretoLLC; and (exi) The Nominating Agreement dated such other documents as Purchaser may deem reasonably necessary to complete the transactions contemplated by this Agreement. (b) At the Closing, Purchaser shall deliver or cause to be delivered to Sellers the following: (i) the Bill of the Effective Date among WINDSale and Assignment and Assumption Agreement, D. E. Shaw MWP Acquisition Holdings, L.L.C., D. E. Shaw MWPH Acquisition Holdings, L.L.C. and Madison Dearborn Capital Partners IV, L.P. substantially in the form attached hereto as Exhibit F (the “Nominating Agreement”) duly executed by WIND Xxxxxxxxx; and (ii) the IP Agreement, duly executed by Xxxxxxxxx; and (iii) the forgiveness of (I) the Buyer Notes II (as defined in the Securities Purchase Agreement) issued by the Shareholder (and guaranteed by the Sellers) to (y) RMB Industries, Inc. in the initial principal amount of $967,500 and (z) RTB Childrens Trust in the initial principal amount of $107,500 and (II) any conversion price floor guarantees made by Shareholder to RMB Industries, Inc. and RTB Childrens Trust in respect of the Buyer Notes (as defined in the Securities Purchase Agreement); and (iv) a written agreement acknowledging the release by Xxxxxx X. Xxxxx of any Encumbrances on the Purchased Assets granted by Xxxxxxxxx, WWG and GFF to Xxxxxx X. Xxxxx to secure repayment of the Xiras Debt (for the avoidance of doubt, the Xiras Debt is not being discharged and will remain an outstanding obligation of the Shareholder that is guaranteed by its subsidiaries and with a continuing Encumbrance on all of the assets of the Shareholder and its subsidiaries (other than the Purchased Assets)); and (v) a written agreement acknowledging the assumption by the Purchaser of the Senior Debt and the other parties theretorelease of the Shareholder and its subsidiaries as obligors under the Senior Debt.

Closing Deliverables. Immediately after At the Effective Time, WIND Closing: (a) The Purchaser shall deliver, deliver or cause to be delivered, delivered to the parties thereto, the following documents (collectively, the “Closing Deliverables”):Seller: (ai) treasury order issued to Computershare Trust Company of Canada in respect to the issuance of Tranche 1 of the Consideration Shares; (ii) the Exchange Agreement Profit Sharing Agreement, duly executed by a senior officer of the Purchaser; (iii) the Consulting Agreements (as hereinafter defined), duly executed by a senior officer of the Purchaser; (iv) a certificate, dated as of the Effective Date among WINDdate of the Closing and executed by an executive officer of Purchaser on behalf of Purchaser, certifying the Company resolutions of the board of directors of Purchaser approving the execution, delivery and implementation of this Agreement and of all documents to be delivered by Purchaser in connection with this Agreement and the other parties thereto substantially in the form attached hereto as Exhibit B transaction contemplated hereby or thereby; (the “Exchange Agreement”v) all Transfer Documentation duly executed by WINDPurchaser; (vi) an officer's certificate, dated as of Closing, in form and substance reasonably satisfactory to the Company and such Seller, as to: 1) each of the representations and warranties of the Purchaser contained in this Agreement shall be true, complete and accurate as and when made and at and as of the Closing; 2) the Purchaser shall have performed and complied with all of the covenants, terms and conditions in this Agreement to be performed or complied with by it at or before Closing; and 3) there shall not be pending any litigation or proceeding against the Purchaser brought by any Governmental Entity or any other parties thereto as have executed Person that seeks to restrain, materially modify or invalidate the same;transactions contemplated by this Agreement and no Order that would prohibit, materially modify or restrain such transactions shall be in effect. (b) The Seller shall deliver or cause to be delivered to the Registration Rights Purchaser: (i) a certificate from the Government Entity in jurisdictions in which the Seller are organized, dated within five (5) Business Days prior to the date of the Closing, and certifying that the said entities are in good standing; (ii) certified copies of the resolutions of the directors of the Seller authorizing the execution, delivery and implementation of this Agreement and of all documents to be delivered by the Seller in connection with this Agreement and the transactions contemplated hereby and thereby; (iii) all Transfer Documentation duly executed by the Seller; (iv) an officer's certificate, dated as of Closing, in form and substance reasonably satisfactory to the Effective Date among WIND Purchaser, as to: 1) each of the representations and warranties of the Seller contained in this Agreement shall be true, complete and accurate as and when made and at and as of the Closing; 2) the Seller shall have performed and complied with all of the covenants, terms and conditions in this Agreement to be performed or complied with by it at or before Closing; and 3) there shall not be pending any litigation or proceeding against the Seller brought by any Governmental Entity or any other parties thereto substantially Person that seeks to restrain, materially modify or invalidate the transactions contemplated by this Agreement and no Order that would prohibit, materially modify or restrain such transactions shall be in effect; (v) lock-up agreements (“Lock-Up Agreements”) in favour of the Purchaser from each of the holders of the Consideration Shares and, if applicable, the Adjustment Shares, excluding any Finder Shares payable by the Seller, in the form attached hereto as Exhibit C (and substance mutually agreeable to the “Registration Rights Agreement”) duly executed by WIND Purchaser and the Seller, evidencing such holder’s agreement not to, without the prior written consent of the other parties thereto Purchaser, except as have executed contemplated pursuant to the same; Finder’s Agreement, such consent not to be unreasonably withheld, offer, sell or resell any Consideration Shares or, if applicable, the Adjustment Shares, held by it or agree to or announce ay such offer or sale for a period of twelve (c12) the Tax Receivable Agreement dated as of months, from the Effective Date among WIND, the Company and the other parties thereto substantially in the form attached hereto as Exhibit D (the “Tax Receivable Agreement”) duly executed by WIND, the Company and such of the other parties thereto as have executed the same; (d) The Agreement and Plan of Merger dated as of the Effective Date among WIND, the Company, D. E. Shaw MWPH Acquisition Holdings, L.L.C. and the Blocker LLCs party thereto substantially in the form attached hereto as Exhibit E (the “Blocker Merger Agreement”) duly executed by WIND, the Company and the other parties thereto; and (e) The Nominating Agreement dated as of the Effective Date among WIND, D. E. Shaw MWP Acquisition Holdings, L.L.C., D. E. Shaw MWPH Acquisition Holdings, L.L.C. and Madison Dearborn Capital Partners IV, L.P. substantially in the form attached hereto as Exhibit F (the “Nominating Agreement”) duly executed by WIND and the other parties theretoDate.

Closing Deliverables. Immediately after (a) At the Effective TimeClosing, WIND each of the Selling Parties shall deliverdeliver to Buyer the following: (i) a xxxx of sale, assignment and assumption agreement in the form of Exhibit A attached hereto (the “Xxxx of Sale”) and duly executed, transferring the Tangible Personal Property included in the Purchased Assets to Buyer and effecting the assignment to and assumption by Buyer of the other Purchased Assets; (ii) the Escrow Agreement duly executed by the Selling Parties; (iii) a certificate of the Secretary (or cause equivalent officer) certifying as to (A) the resolutions of the board of directors (or equivalent) which authorize the execution, delivery and performance of this Agreement, the Xxxx of Sale, the UAB License Assignment, the Amended and Restated License, and the other agreements, instruments and documents required to be delivered, to delivered in connection with this Agreement or at the parties thereto, the following documents Closing (collectively, the “Closing DeliverablesTransaction Documents”): ) and the consummation of the transactions contemplated hereby and thereby and (aB) the Exchange Agreement dated as names and signatures of the Effective Date among WIND, the Company officers authorized to sign this Agreement and the other parties thereto substantially Transaction Documents; and (iv) such other customary instruments of transfer or assumption, filings or documents, in form and substance reasonably satisfactory to Buyer, as may be required to give effect to the form attached hereto as Exhibit B (the “Exchange transactions contemplated by this Agreement”) duly executed by WIND, the Company and such of the other parties thereto as have executed the same;. (b) At the Registration Rights Agreement dated as Closing, Buyer shall deliver to the Selling Parties the following: (i) certificate(s) representing the Transaction Shares or, if Buyer so elects, evidence reasonably satisfactory to Seller that such Transaction Shares have been registered in book-entry form on the share register of the Effective Date among WIND Company, provided that one-hundred percent (100%) of the Transaction Shares shall be held by the Escrow Agent pursuant to the Escrow Agreement to satisfy any claims made by a Buyer Indemnitee (as defined below) under Article VI hereof; (ii) evidence reasonably satisfactory to Seller that the Transaction Shares have been approved for listing on the Nasdaq Capital Market (“Nasdaq”); (iii) the Xxxx of Sale duly executed by Buyer; (iv) the Escrow Agreement duly executed by Buyer and the Escrow Agent; (v) a Release and Waiver Agreement, in the form of the attached Exhibit B, evidencing Buyer’s forgiveness of all amounts due and owing under the Promissory Note, release and waiver of the Security Agreement, and release and waiver of all Claims against the Selling Parties arising before the Closing Date. (vi) a certificate of the Secretary (or equivalent officer) of Buyer certifying as to (A) the resolutions of the board of directors of Buyer, which authorize the execution, delivery and performance of this Agreement and the other parties thereto substantially in Transaction Documents and the form attached hereto as Exhibit C (the “Registration Rights Agreement”) duly executed by WIND and such consummation of the other parties thereto as have executed the same; transactions contemplated hereby and thereby and (cB) the Tax Receivable Agreement dated as names and signatures of the Effective Date among WIND, the Company officers of Buyer authorized to sign this Agreement and the other parties thereto substantially in the form attached hereto as Exhibit D (the “Tax Receivable Agreement”) duly executed by WIND, the Company and such of the other parties thereto as have executed the same; (d) The Agreement and Plan of Merger dated as of the Effective Date among WIND, the Company, D. E. Shaw MWPH Acquisition Holdings, L.L.C. and the Blocker LLCs party thereto substantially in the form attached hereto as Exhibit E (the “Blocker Merger Agreement”) duly executed by WIND, the Company and the other parties theretoTransaction Documents; and (evii) The Nominating Agreement dated such other customary instruments of transfer or assumption, filings or documents, in form and substance reasonably satisfactory to Buyer, as of may be required to give effect to the Effective Date among WIND, D. E. Shaw MWP Acquisition Holdings, L.L.C., D. E. Shaw MWPH Acquisition Holdings, L.L.C. and Madison Dearborn Capital Partners IV, L.P. substantially in the form attached hereto as Exhibit F (the “Nominating transactions contemplated by this Agreement”) duly executed by WIND and the other parties thereto.

Closing Deliverables. Immediately after At the Effective TimeClosing, WIND Buyer shall deliverdeliver to Sellers the following: (i) each Assignment and Assumption Agreement (for contracts that consents were received) duly executed by Buyer; (ii) each Intellectual Property Assignment duly executed by the Buyer; (iii) with respect to each Transferred Lease for which consent to assign was received (or is not required), or cause to an Assignment and Assumption of Lease duly executed by Buyer and in each case, if necessary, Buyer’s signature shall be delivered, to witnessed and/or notarized; (iv) the parties theretoTransition Services Agreement duly executed by Buyer; (v) The Escrow Agreement and if applicable, the following documents (collectively, agreement with the “Closing Deliverables”): (a) the Exchange Agreement dated as of the Effective Date among WIND, the Company and the other parties thereto substantially in the form attached hereto as Exhibit B Paying Agent (the “Exchange Paying Agent Agreement”) duly executed by WIND, the Company and such of the other parties thereto as have executed the sameBuyer; (bvi) with respect to any Tangible Personal Property in which any Seller has a valid leasehold interest, an Assignment and Assumption of Leased Tangible Personal Property duly executed by Buyer; (vii) the Registration Rights Agreement dated as Buyer Compliance Certificate; (viii) a certificate of the Effective Date among WIND Secretary or an Assistant Secretary (or equivalent officer) of Buyer certifying that attached thereto are true and complete copies of all resolutions adopted by the board of directors of Buyer authorizing the execution, delivery and performance of this Agreement and the other parties thereto substantially in Transaction Documents and the form attached hereto as Exhibit C (the “Registration Rights Agreement”) duly executed by WIND and such consummation of the other parties thereto as have executed transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all the same; (c) resolutions adopted in connection with the Tax Receivable Agreement dated as of the Effective Date among WIND, the Company transactions contemplated hereby and the other parties thereto substantially in the form attached hereto as Exhibit D (the “Tax Receivable Agreement”) duly executed by WIND, the Company and such of the other parties thereto as have executed the same; (d) The Agreement and Plan of Merger dated as of the Effective Date among WIND, the Company, D. E. Shaw MWPH Acquisition Holdings, L.L.C. and the Blocker LLCs party thereto substantially in the form attached hereto as Exhibit E (the “Blocker Merger Agreement”) duly executed by WIND, the Company and the other parties theretothereby; and (eix) The Nominating Agreement dated such other customary instruments or documents reasonably requested by Sellers, in form and substance reasonably satisfactory to Sellers, as of the Effective Date among WIND, D. E. Shaw MWP Acquisition Holdings, L.L.C., D. E. Shaw MWPH Acquisition Holdings, L.L.C. and Madison Dearborn Capital Partners IV, L.P. substantially in the form attached hereto as Exhibit F (the “Nominating may be required to give effect to this Agreement”) duly executed by WIND and the other parties thereto.

Closing Deliverables. Immediately after the Effective Time, WIND shall deliver, or cause to be delivered, to the parties thereto, the following documents (collectively, the “Closing Deliverables”): (a) At the Exchange Agreement dated as of the Effective Date among WINDClosing, the Company and Seller Parties shall deliver to Buyer the other parties thereto substantially following: (i) a xxxx of sale in the form attached of Exhibit B* hereto as Exhibit B (the “Exchange Xxxx of Sale”) duly executed by the Seller Parties, transferring the tangible personal property included in the Purchased Assets to Buyer; (ii) an assignment and assumption agreement in the form of Exhibit C* hereto (the “Assignment and Assumption Agreement”) duly executed by WINDthe Seller Parties, effecting the Company assignment to and such assumption by Buyer of the other parties thereto as have executed Purchased Assets and the sameAssumed Liabilities; (biii) a certificate pursuant to Treasury Regulations Section 1.1445-2(b) that Parent is not a foreign person within the meaning of Section 1445 of the Code duly executed by Parent; (iv) a certificate pursuant to Treasury Regulations Section 1.1445-2(b) that ScanScout is not a foreign person within the meaning of Section 1445 of the Code duly executed by ScanScout; (v) a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of each of the Seller Parties certifying (i) the Registration Rights Agreement dated as names and signatures of the Effective Date among WIND officers of each of the Seller Parties authorized to sign this Agreement, the Transaction Documents and the other parties documents to be delivered hereunder and thereunder, (ii) that attached thereto substantially are true and complete copies of all resolutions adopted by the board of directors of each of the Seller Parties authorizing the execution, delivery and performance of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby, and (iii) that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby; (vi) a patent assignment agreement in the form attached of Exhibit D* hereto as Exhibit C (the “Registration Rights Patent Assignment Agreement”) duly executed by WIND the Seller Parties, effecting the assignment to and such assumption by Buyer of the other parties thereto as have executed the sameBusiness Patents; (cvii) the Tax Receivable Agreement dated as of the Effective Date among WIND, the Company and the other parties thereto substantially a demand side platform integration agreement in the form attached of Exhibit E* hereto as Exhibit D (the “Tax Receivable Demand Side Platform Integration Agreement”) and a transition services agreement in the form of Exhibit F* hereto (the “Transition Services Agreement”), in each case, duly executed by WIND, the Company and such of the other parties thereto as have executed the sameSeller Parties; (dviii) The Agreement and Plan of Merger dated as of the Effective Date among WIND, the Company, D. E. Shaw MWPH Acquisition Holdings, L.L.C. and the Blocker LLCs party thereto substantially a trademark license agreement in the form attached of Exhibit G* hereto as Exhibit E (the “Blocker Merger Trademark License Agreement”) ), duly executed by WIND, the Company Seller Parties; (ix) share certificate(s) representing all of the outstanding shares of capital stock or other equity interests of the Singapore Subsidiary and an accompanying share transfer instrument in customary form; (x) stock certificate representing all of the outstanding shares of capital stock or other equity interests of the Delaware Subsidiary and an accompanying stock power in customary form; (xi) a resignation letter from each of the directors of the Singapore Subsidiary (other than the director of the Singapore Subsidiary resident in Singapore) and the other parties theretoDelaware Subsidiary; (xii) good standing certificate or the foreign equivalent of the Singapore Subsidiary and the Delaware Subsidiary; (xiii) the release letter signed by the Key Employee and the Seller Parties; and (exiv) The Nominating the Closing Certificate. (b) At the Closing, Buyer shall deliver to the Seller Parties the following: (i) the Closing Payment Amount; (ii) the Assignment and Assumption Agreement dated as of the Effective Date among WIND, D. E. Shaw MWP Acquisition Holdings, L.L.C., D. E. Shaw MWPH Acquisition Holdings, L.L.C. and Madison Dearborn Capital Partners IV, L.P. substantially in the form attached hereto as Exhibit F (the “Nominating Agreement”) duly executed by WIND Buyer; (iii) the Demand Side Platform Integration Agreement, the Trademark License Agreement and the Transition Services Agreement duly executed by Buyer; (iv) a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of Buyer certifying (i) the names and signatures of the officers of Buyer authorized to sign this Agreement, the Transaction Documents and the other parties theretodocuments to be delivered hereunder and thereunder, (ii) that attached thereto are true and complete copies of all resolutions adopted by the board of directors of Buyer authorizing the execution, delivery and performance of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby, and (iii) that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby; (v) the Promissory Note; and (vi) the Buyer Closing Certificate.

Closing Deliverables. Immediately after the Effective Time, WIND shall deliver, or cause to be delivered, to the parties thereto, the following documents (collectively, the “Closing Deliverables”): (a) Prior to or at the Exchange Closing, Seller shall deliver to Buyer the following unless otherwise waived by Xxxxx in writing: (i) [reserved] (ii) a bill of sale and assignment and assumption agreement in form and substance reasonably satisfactory to Buyer, duly executed by Seller effecting the transfer, assignment to and assumption by Buyer of the Purchased Assets (including the Purchased Contracts and the Assigned SOWs) (the “Bill of Sale and General Assignment Agreement”); (iii) [reserved]; (iv) a certificate of the Secretary or Assistant Secretary (or equivalent officer) of Seller (the “Seller Certificate”) certifying as to (A) the resolutions of Seller, duly adopted and in effect, which authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby, and (B) the names and signatures of the officers of Seller authorized to sign this Agreement and the documents to be delivered hereunder; (v) the consents, waivers, approvals, authorizations, notices, or filings set forth on Schedule 2.02(a)(v) attached hereto; (vi) an agreement whereby World Wide Technology, Inc. (“WWT”) agrees that the Assigned SOWs shall be governed by that certain Master Subcontract Agreement, dated April, 2017, by and between WWT and Buyer, in form and substance reasonably satisfactory to Buyer, executed by Seller and WWT (the “Tri-Party Assignment”). (vii) payoff letters and appropriate termination statements under the Uniform Commercial Code and other instruments as may be reasonably requested by Buyer evidencing extinguishment of all Indebtedness of Seller related to the Business and all Encumbrances in the Purchased Assets related thereto to the extent directed by Buyer or its lenders; (viii) [reserved]; (ix) the Escrow Agreement, duly executed by Xxxxxx; (x) an IRS Form W-9, properly completed and executed by Seller; (xi) a consulting agreement, dated the date hereof, by and between Xxxx Xxxxxx and Xxxxx (the “Consulting Agreement”), duly executed by Xxxx Xxxxxx; (xii) a transition services agreement (the “TSA”), dated as of the Effective Date among WIND, the Company date hereof and the other parties thereto substantially in the form attached hereto as Exhibit B (the “Exchange Agreement”) duly xxxx executed by WINDXxxxxx; and (xiii) such other customary instruments of transfer, the Company assumption, filings or documents, in form and such of the other parties thereto substance reasonably satisfactory to Buyer, as have executed the same;may be required to give effect to this Agreement. (b) Prior to or at the Registration Rights Agreement dated as Closing, Buyer shall deliver to Seller the following: (i) the Closing Payment; (ii) a certificate of the Effective Date among WIND and the other parties thereto substantially in the form attached hereto as Exhibit C Secretary or Assistant Secretary (or equivalent officer) of Buyer (the “Registration Rights AgreementBuyer Certificate”) duly executed by WIND and such certifying as to (A) the resolutions of the other parties thereto as have executed board of managers (or equivalent) of Buyer, duly adopted and in effect, which authorize the same; execution, delivery and performance of this Agreement and the transactions contemplated hereby, and (cB) the Tax Receivable Agreement dated as names and signatures of the Effective Date among WIND, the Company officers of Buyer authorized to sign this Agreement and the other parties thereto substantially in the form attached hereto as Exhibit D (the “Tax Receivable Agreement”) duly executed by WIND, the Company and such of the other parties thereto as have executed the same; (d) The Agreement and Plan of Merger dated as of the Effective Date among WIND, the Company, D. E. Shaw MWPH Acquisition Holdings, L.L.C. and the Blocker LLCs party thereto substantially in the form attached hereto as Exhibit E (the “Blocker Merger Agreement”) duly executed by WIND, the Company and the other parties theretodocuments to be delivered hereunder; and (eiii) The Nominating Agreement dated as the Bill of the Effective Date among WINDSale and General Assignment Agreement, D. E. Shaw MWP Acquisition Holdings, L.L.C., D. E. Shaw MWPH Acquisition Holdings, L.L.C. and Madison Dearborn Capital Partners IV, L.P. substantially in the form attached hereto as Exhibit F (the “Nominating Agreement”) duly executed by WIND Xxxxx; (iv) [reserved]; (v) the Escrow Agreement, duly executed by Xxxxx and the Escrow Agent; (vi) evidence reasonably satisfactory to Seller that the RWI Policy has been bound; (vii) the Tri-Party Assignment, acknowledged and agreed to by Xxxxx; (viii) the Consulting Agreement, duly executed by Xxxxx; (ix) the TSA, duly executed by Purchaser or its Affiliate; and (x) such other parties theretocustomary instruments of transfer, assumption, filings or documents, in form and substance reasonably satisfactory to Seller, as may be required to give effect to this Agreement.

Closing Deliverables. Immediately (a) At the Closing, the Company will deliver or cause to be delivered: (i) to Acquiror, a certificate signed by an officer of the Company, dated as of the Closing Date, certifying that, to the knowledge and belief of such officer, the conditions specified in Section 9.2(a) and Section 9.2(b) have been fulfilled; (ii) to Acquiror, the written resignations of all of the directors of the Company (other than any such Persons identified as initial directors of the Surviving Corporation, in accordance with Section 2.6), effective as of the Effective Time; (iii) to Acquiror, the Registration Rights Agreement, duly executed by the Requisite Company Stockholders who have elected to execute the Registration Rights Agreement; and (iv) to Acquiror, the Stockholders Agreement, duly executed by the Company stockholders party thereto. (b) At the Closing, Acquiror will deliver or cause to be delivered: (i) to the Exchange Agent, the Aggregate Merger Consideration for further distribution to the Company’s stockholders pursuant to Section 3.2; (ii) to the Company, a certificate signed by an officer of Acquiror, dated the Closing Date, certifying that, to the knowledge and belief of such officer, the conditions specified in Section 9.3(a) and Section 9.3(b) have been fulfilled; (iii) to the Company, the Registration Rights Agreement, duly executed by duly authorized representatives of Acquiror and the Sponsor; (iv) to the Company, the written resignations of all of the directors and officers of Acquiror and Merger Sub (other than those Persons identified as the initial directors and officers, respectively, of Acquiror after the Effective Time, WIND in accordance with the provisions of Section 2.6 and Section 7.6), effective as of the Effective Time; and (v) to the Company, the Stockholders Agreement, duly executed by duly authorized representatives of Acquiror and the Sponsor. (c) At the Closing, Acquiror shall deliver, pay or cause to be deliveredpaid by wire transfer of immediately available funds, (i) all Acquiror Transaction Expenses as set forth on a written statement to be delivered to the parties thereto, Company not less than two (2) Business Days prior to the following documents Closing Date and (collectively, the “Closing Deliverables”): (aii) the Exchange Agreement dated all accrued and unpaid Company Transaction Expenses as set forth on a written statement to be delivered to Acquiror by or on behalf of the Effective Date among WINDCompany not less than two (2) Business Days prior to the Closing Date, in each case of clauses (i) and (ii), which shall include the respective amounts and wire transfer instructions for the payment thereof, together with corresponding invoices for the foregoing; provided, that any Company Transaction Expenses due to current or former employees or officers of the Company and the other parties thereto substantially in the form attached hereto as Exhibit B (the “Exchange Agreement”) duly executed by WIND, or any of its Subsidiaries shall be paid to the Company and for further payment to such of the other parties thereto as have executed the same; (b) the Registration Rights Agreement dated as of the Effective Date among WIND and the other parties thereto substantially in the form attached hereto as Exhibit C (the “Registration Rights Agreement”) duly executed by WIND and such of the other parties thereto as have executed the same; (c) the Tax Receivable Agreement dated as of the Effective Date among WIND, the Company and the other parties thereto substantially in the form attached hereto as Exhibit D (the “Tax Receivable Agreement”) duly executed by WIND, the Company and such of the other parties thereto as have executed the same; (d) The Agreement and Plan of Merger dated as of the Effective Date among WIND, employee or officer through the Company, D. E. Shaw MWPH Acquisition Holdings, L.L.C. and the Blocker LLCs party thereto substantially in the form attached hereto as Exhibit E (the “Blocker Merger Agreement”) duly executed by WIND, the Company and the other parties thereto; and (e) The Nominating Agreement dated as of the Effective Date among WIND, D. E. Shaw MWP Acquisition Holdings, L.L.C., D. E. Shaw MWPH Acquisition Holdings, L.L.C. and Madison Dearborn Capital Partners IV, L.P. substantially in the form attached hereto as Exhibit F (the “Nominating Agreement”) duly executed by WIND and the other parties thereto’s payroll.

Closing Deliverables. Immediately after (i) At the Effective Time, WIND shall deliverClosing, or cause to be deliveredat such other time as is specifically set forth below, Seller shall deliver the following (each a “Seller Closing Deliverable”) (x) to the Title Company if required under the Joint Escrow Instructions or, (y) to Buyer if not required under the Joint Escrow Instructions: (1) written instructions to the Title Company with respect to receipt of certain Closing Deliverables from the parties theretohereto, payment of the following documents Purchase Price and Escrowed Purchase Price, if any, in accordance with Sections 2(f), 2(g), and 2(i), and the mechanics, timing, and process of the closing of the transactions contemplated herein, in form and substance agreed to by Seller, Buyer and the Title Company (collectively, the “Closing DeliverablesJoint Escrow Instructions”):), duly executed by Seller; (a2) the Exchange Agreement dated as with respect to each Parcel of the Effective Date among WIND, the Company and the other parties thereto substantially Owned Real Property: a. special warranty deeds in the form attached hereto as Exhibit B and subject only to Permitted Real Property Encumbrances (each, a “Deed”) and duly executed and notarized by Seller; b. a 2021 ALTA form owner’s extended coverage policy of title insurance in form and substance satisfactory to Buyer, in Buyer’s sole discretion, insuring Buyer’s fee title to the Owned Real Property in an amount equal to the value of such Owned Real Property as shown on the Updated Balance Sheet and Premium Allocation Schedule, which title policies shall not contain any title exceptions other than the Permitted Real Property Encumbrances (the “Exchange AgreementClosing Title Policies”) ), and any affidavits, indemnifications, and documents requested by the Title Company in order to issue such Closing Title Policies; c. such other documentation as may be required by the Title Company in connection with the transfer of each Parcel of Owned Real Property and the recording of all recordable instruments, including, as applicable, plat certifications and owner’s affidavits in form sufficient and acceptable to the Title Company so as to allow it to eliminate the preprinted exceptions for surveys, parties in possession, and mechanics liens from each Closing Title Policy, in each case executed by Seller (or in the case of any plat certification, prepared and executed by a duly licensed land surveyor licensed in Tennessee); and d. a duly executed by WIND, affirmation or affidavit reasonably satisfactory to the Title Company for the purpose of satisfying the Title Company and such Buyer that the transaction is exempt from all applicable tax withholding requirements; and e. a release in recordable form releasing the Parcels of the other parties thereto as have executed the same;Owned Real Property from any monetary liens now or hereafter granted or caused by Seller. (b3) with respect to each Parcel of Contracted Real Property: a. proforma policies of title insurance or “marked up” Title Commitments obligating the Registration Rights Agreement dated as Title Company to issue to Buyer 2021 ALTA form owner’s extended coverage title policy in form and substance reasonably satisfactory to Buyer insuring Buyer’s fee simple title to the Contracted Real Property in an amount equal to the purchase price of such Contracted Real Property under the Effective Date among WIND applicable Contract, subject only to Permitted Real Property Encumbrances; and b. assignment and assumption agreements effecting the other parties thereto substantially assignment to and assumption by Buyer of each Purchase Contract, in the form attached hereto as Exhibit C (the each, an “Registration Rights AgreementAssignment and Assumption of Purchase Contract”) ), each duly executed and notarized by WIND Seller and such of the other parties thereto as have executed seller under the sameapplicable purchase Contract; (c4) with respect to each Parcel subject to a Sale Contract, an assignment and assumption of Contract effecting the Tax Receivable Agreement dated as assignment to and assumption by Buyer of the Effective Date among WIND, the Company applicable Sale Contract (inclusive of any xxxxxxx money and the other parties thereto substantially deposits thereunder) in the form attached hereto as Exhibit D (the each, an “Tax Receivable AgreementAssignment and Assumption of Sale Contract”) and duly executed by WIND, the Company and such of the other parties thereto as have executed the sameSeller; (d5) The Agreement and Plan a Xxxx of Merger dated as of the Effective Date among WIND, the Company, D. E. Shaw MWPH Acquisition Holdings, L.L.C. and the Blocker LLCs party thereto substantially Sale in the form attached hereto as Exhibit E and duly executed by Seller, transferring the Personal Property and Equipment included in the Purchased Assets to Buyer, free and clear of all Encumbrances (the “Blocker Merger AgreementXxxx of Sale”); (6) an assignment and assumption agreement in the form attached hereto as Exhibit L and duly executed by WINDSeller, effecting the Company assignment to and assumption by Buyer of the other parties thereto; andPurchase Deposit Security Documents (the “Assignment and Assumption of Purchase Deposit Security Documents”); (e7) The Nominating Agreement dated as of the Effective Date among WIND, D. E. Shaw MWP Acquisition Holdings, L.L.C., D. E. Shaw MWPH Acquisition Holdings, L.L.C. an assignment and Madison Dearborn Capital Partners IV, L.P. substantially assumption agreement in the form attached hereto as Exhibit F and duly executed by Seller, effecting the assignment to and assumption by Buyer of the Assigned Contracts and the Assumed Liabilities other than those assigned under Sections 4(b)(i)(3), 4(b)(i)(4), and 4(b)(i)(6) above (the “Nominating AgreementAssignment and Assumption of Contracts”); (8) an assignment of Intellectual Property in the form attached hereto as Exhibit G and duly executed by Seller, transferring to Buyer all of Seller’s intangible assets included in the Purchased Assets, including the Business Intellectual Property, along with log-in credentials for any social media accounts and domain names included in the Purchased Assets (the “Assignment and Assumption of Intellectual Property” and together with the Assignment and Assumption of Contracts, each Assignment and Assumption of Sale Contract and each Assignment and Assumption of Purchase Contract, the “Assignment Agreements”); (9) a Tax Clearance Letter issued by the Tennessee Department of Revenue, or such other evidence acceptable to Buyer confirming payment of all Taxes that are due and payable by Seller (including, without limitation, payment of sales and use taxes, business taxes, real and personal property taxes), dated as close as practicable prior to the Closing Date (but in no event less than two (2) weeks prior to the Closing Date), for Seller; (10) a Payoff Letter for each Credit Facility, dated as of the Closing Date, which shall be delivered to Buyer and the Title Company no later than five (5) Business Days prior to Closing; (11) a FIRPTA Certificate from Seller; (12) a Seller Company Officers’ Certificate; (13) evidence satisfactory to Buyer of the release of all Encumbrances on the Purchased Assets, other than the Permitted Real Property Encumbrances; (14) such other customary instruments of transfer, assumption, filings or documents, in form and substance reasonably satisfactory to Buyer, as may be reasonably requested by Buyer or the Title Company; (15) all approvals, consents, authorizations, assignments and waivers that are, or are required to be, listed on Section 5(d) of the Disclosure Schedule, in each case in form and substance satisfactory to Buyer; (16) to the extent required by Section 7(a)(xiv), each Seller HOA Representative has been replaced with a Buyer HOA Representative, in accordance with Section 7(a)(xiv), and Seller has provided Buyer with the documentation effecting such replacements, in form and substance satisfactory to Buyer; (17) a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of Seller certifying that attached thereto are true and complete copies of all resolutions adopted by the managers and members of such Seller authorizing the execution, delivery, and performance of this Agreement and the Transaction Documents and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby; (18) a certificate from each trustee of each Seller Member that is a trust certifying the identity of the trustee, that the trustee has the power to act on behalf of and bind the trust, that the trustee has approved of the transactions contemplated hereby, and that the trust has not been revoked, modified or amended in any manner; (19) duly executed unanimous written consent of the managing body of Seller appointing officers and directors and ratifying the past conduct of employees and officers with respect to all material transactions, in form and substance satisfactory to Buyer; (20) a good standing certificate (or its equivalent) for Seller from the secretary of state or similar Governmental Authority of the jurisdiction under the Laws in which such entity is organized and a certificate of authority to transact business from the secretary of state of Tennessee for Seller, if operating as a foreign entity; (21) a copy of the electronic record of the contents of the Data Site, which will be delivered three (3) Business Days prior to the Closing Date; (22) a Seller Closing Certificate in the form attached hereto as Exhibit H; (23) at Buyer’s option, either assignment and assumption agreements for Seller’s existing subcontractor agreements in form and substance satisfactory to Buyer, or new subcontractor agreements in form and substance satisfactory to Buyer, duly executed by WIND each subcontractor; (24) if required in accordance with Section 3(e), written terminations of each Rejected Contract, in form and substance satisfactory to Buyer, duly executed by Seller and the other parties theretocontractor thereunder; (25) the Indemnity Escrow Agreement, duly executed by Sellers; (26) the Warranty Escrow Agreement, duly executed by Seller; and (27) Copies of filed UCC-3 financing statement amendments that effectively terminate all UCC-1 financing statements that describe or list the Purchased Assets (or any of them) as collateral. (ii) At the Closing, Buyer shall deliver the following (each a “Buyer Closing Deliverable” and together with all Seller Closing Deliverables, the “Closing Deliverables”) (x) to the Title Company if required under the Joint Escrow Instructions or, (y) to Seller if not required under the Joint Escrow Instructions: (1) the Joint Escrow Instructions, duly executed by Buyer; (2) the Closing Payment Amount; (3) the Assignment Agreements, duly executed by Buyer; (4) the Indemnity Escrow Agreement, duly executed by Buyer; (5) if required by Section 10(a), the Warranty Escrow Agreement, duly executed by Buyer; and (6) the Buyer Closing Certificate, duly executed by Buyer.

Closing Deliverables. Immediately after (a) At the Effective TimeClosing, WIND each of Seller and Purchaser shall deliver, deliver or cause to be delivered, delivered to the parties thereto, other party hereto a duly executed counterpart to the following documents (collectively, Escrow Agreement and shall receive a duly executed counterpart to the “Closing Deliverables”):Escrow Agreement from the Escrow Agent. (ab) At the Exchange Agreement Closing, each of Seller and Purchaser shall deliver to the other party hereto a duly executed counterpart to the Bill of Sale, evidencing the sale and assignment to Purchaser of the Purchased Assets. (c) At the Closing, Seller shall deliver to Purchaser a certificate of an executive officer of Seller, dated as of the Effective Date among WINDClosing, certifying as to the Company (i) attached copies of the organizational documents of Seller and resolutions of the governing body of Seller authorizing and approving the execution, delivery and performance by Seller of the Transaction Documents and the other parties thereto substantially in transactions contemplated thereby and (ii) the form attached hereto as Exhibit B (the “Exchange Agreement”) duly executed by WIND, the Company and such incumbency of the other parties thereto as officer or officers of Seller who have executed and delivered the same;Transaction Documents, including therein a signature specimen of each such officer or officers. (bd) At the Registration Rights Agreement Closing, Purchaser shall deliver to Seller a certificate of an executive officer or other authorized signatory of Purchaser, dated as of the Effective Date among WIND and Closing, certifying as to the other parties thereto substantially in the form attached hereto as Exhibit C (the “Registration Rights Agreement”) duly executed by WIND and such incumbency of the other parties thereto as officer or officers of Purchaser who have executed and delivered the same; (c) the Tax Receivable Agreement dated as Transaction Documents, including therein a signature specimen of the Effective Date among WIND, the Company and the other parties thereto substantially in the form attached hereto as Exhibit D (the “Tax Receivable Agreement”) duly executed by WIND, the Company and each such of the other parties thereto as have executed the same; (d) The Agreement and Plan of Merger dated as of the Effective Date among WIND, the Company, D. E. Shaw MWPH Acquisition Holdings, L.L.C. and the Blocker LLCs party thereto substantially in the form attached hereto as Exhibit E (the “Blocker Merger Agreement”) duly executed by WIND, the Company and the other parties thereto; andofficer or officers. (e) The Nominating Agreement dated as At or prior to the Closing, Seller shall deliver to Purchaser a duly completed and executed IRS Form W-9 pursuant to Section 5.11(e). (f) At or prior to the Closing, Purchaser shall deliver to Seller a duly completed and executed IRS Withholding Form pursuant to Section 5.11(e). (g) Promptly following the Closing (and in any event on the same day thereof), Seller shall deliver to UT a duly executed copy of the Effective Date among WINDInstruction Letter. Within three (3) Business Days thereafter, D. E. Shaw MWP Acquisition HoldingsSeller shall deliver to Purchaser evidence reasonably satisfactory to Purchaser confirming, L.L.C.with respect to the Instruction Letter, D. E. Shaw MWPH Acquisition Holdings, L.L.C. and Madison Dearborn Capital Partners IV, L.P. substantially in the form attached hereto as Exhibit F (the “Nominating Agreement”) duly executed by WIND and the other parties theretodelivery to UT.

Closing Deliverables. Immediately after Buyer will have received the Effective Time, WIND shall deliver, or cause following: (i) Prior to the Date of Inventory (but to be delivered, to the parties thereto, the following documents (collectively, the “Closing Deliverables”): (a) the Exchange Agreement dated and effective as of the Effective Closing), a fully executed Xxxx of Sale in the form attached hereto as Exhibit A; (ii) Prior to the Date among WINDof Inventory (but to be dated and effective as of the Closing), the Company and Closing Statement with respect to the other parties thereto substantially Closing Payment in the form attached hereto as Exhibit B executed by Seller; (iii) Prior to the Date of Inventory, a properly completed IRS Form W-9 for Seller; (iv) Prior to the Date of Inventory, the wiring instructions to the account of Seller, in form acceptable to Buyer; (v) Prior to the Date of Inventory, the updated creditor list and all Lien Release Documentation required pursuant to the terms of Section 4(f) hereof; (vi) Prior to the Date of Inventory (but to be dated and effective as of the Closing), an assignment and assumption agreement with respect to the Assigned Contracts, in form and substance reasonably acceptable to Buyer, executed by Seller; (vii) Prior to the Date of Inventory, copies of all consents set forth on Schedule 7(c)(vii); (viii) Prior to the Date of Inventory, a certificate, duly executed by an authorized officer of Seller, certifying that Seller has satisfied the conditions set forth in Sections 7(a) and 7(b) (the “Exchange AgreementCompliance Certificate”) duly executed by WIND, the Company and such of the other parties thereto as have executed the same); (bix) Prior to the Registration Rights Agreement Date of Inventory, a certificate of good standing from each jurisdiction where Seller has been incorporated, which such certificate of good standing shall be dated no more than ten (10) days prior to the Date of Inventory; (x) Prior to the Date of Inventory (but to be dated and effective as of the Effective Date among WIND and Closing), the other parties thereto substantially Escrow Agreement in the form attached hereto as Exhibit C (the “Registration Rights Agreement”) duly executed by WIND the Seller (or its designated representative) and such of the other parties thereto as have executed the sameEscrow Agent; (cxi) Seller shall have provided to Buyer the Tax Receivable Agreement dated as of following with respect to the Effective Date among WIND, the Company and the other parties thereto substantially Transferred Intellectual Property: (1) an intellectual property assignment agreement in the form attached hereto as Exhibit D (the “Tax Receivable Agreement”) D, duly executed by WINDSeller and Equity Holder, (2) all codes with respect to the Company and such domain name(s) transferred to Buyer pursuant to the foregoing assignment of domain name(s), (3) original certificates or certified copies of the other parties thereto as have executed originals issued by the same; PTO with respect to marks that are Transferred Intellectual Property, and (d4) The Agreement and Plan of Merger dated as of the Effective Date among WIND, the Company, D. E. Shaw MWPH Acquisition Holdings, L.L.C. and the Blocker LLCs party thereto substantially in the form attached hereto as Exhibit E (the “Blocker Merger Agreement”) duly executed by WIND, the Company and the other parties theretoAcro Registration Certificate; and (exii) The Nominating Agreement dated as of the Effective Date among WINDSuch other documents, D. E. Shaw MWP Acquisition Holdings, L.L.C., D. E. Shaw MWPH Acquisition Holdings, L.L.C. and Madison Dearborn Capital Partners IV, L.P. substantially instruments or certificates required to be delivered in the form attached hereto as Exhibit F (the “Nominating connection with Seller’s obligations under this Agreement”) duly executed by WIND and the other parties thereto.

Closing Deliverables. Immediately after On or prior to the Effective TimeClosing Date, WIND Sellers and Noteholders shall deliver, provide or cause to be deliveredprovided to Purchaser in accordance with the terms and conditions of the Escrow Agreement: (a) The duly executed resignation of Xxxxx as Director, President, Chief Executive Officer, Secretary, Chief Financial Officer, Treasurer and Principal Accounting Officer in the form as set forth in Exhibit I hereto (the “Vaini Letter of Resignation”) dated as of the Closing Date. (b) The duly executed resignation of Xxxxxx as Chief Scientific Officer of the Company in the form as set forth in Exhibit II hereto (the “Lander Letter of Resignation”) dated as of the Closing Date. (c) The appointment by the Board of Directors of the Company of the following persons (“New Management”) to the parties theretofollowing positions in the form as set forth in Exhibit III hereto (the “Written Consent of Director”): (d) Stock powers and other instruments of transfer duly executed in blank necessary to transfer ownership free of encumbrance to 3,210,790 shares held by Xxxxx and 3,000,000 shares held by Lander to the Purchaser in the forms as set forth in Exhibits IV and V, respectively, hereto (the following “Vaini Stock Power” and the “Lander Stock Power”) dated as of the Closing Date. (e) A certificate of the Secretary (or other officer) of Company certifying: (i) that attached thereto are true and complete copies of all resolutions of the board of directors and the stockholders of Company authorizing the execution, delivery, and performance of this Agreement, and the other agreements, instruments, and documents required to be delivered in connection with this Agreement or at the Closing (collectively, the “Closing Deliverables”): "Transaction Documents") to which Company is a party and the consummation of the transactions contemplated hereby and thereby, and that such resolutions are in full force and effect; (aii) the Exchange Agreement dated as names, titles, and signatures of the Effective Date among WIND, the officers of Company authorized to sign this Agreement and the other parties Transaction Documents; and (iii) that attached thereto substantially are true and complete copies of the governing documents of the Company, including any amendments or restatements thereof, and that such governing documents are in full force and effect in the form attached as set forth in Exhibit VI hereto as Exhibit B (the “Exchange AgreementSecretary’s Certificate”). (f) duly executed by WIND, A good standing certificate (or its equivalent) for the Company from the secretary of state or similar Governmental Authority of Wyoming and such of the other parties thereto as have executed the same; (b) the Registration Rights Agreement dated as of the Effective Date among WIND and the other parties thereto substantially in the form attached hereto as Exhibit C (the “Registration Rights Agreement”) duly executed by WIND and such of the other parties thereto as have executed the same; (c) the Tax Receivable Agreement dated as of the Effective Date among WIND, each jurisdiction where the Company and the other parties thereto substantially in the form attached hereto as Exhibit D (the “Tax Receivable Agreement”) duly executed by WINDis required to be qualified, the Company and registered, or authorized to do business. The term "Governmental Authority" means any federal, state, local, or foreign government or political subdivision thereof, or any agency or instrumentality of such government or political subdivision, or any arbitrator, court, or tribunal of the other parties thereto as have executed the same; (d) The Agreement and Plan of Merger dated as of the Effective Date among WIND, the Company, D. E. Shaw MWPH Acquisition Holdings, L.L.C. and the Blocker LLCs party thereto substantially in the form attached hereto as Exhibit E (the “Blocker Merger Agreement”) duly executed by WIND, the Company and the other parties thereto; and (e) The Nominating Agreement dated as of the Effective Date among WIND, D. E. Shaw MWP Acquisition Holdings, L.L.C., D. E. Shaw MWPH Acquisition Holdings, L.L.C. and Madison Dearborn Capital Partners IV, L.P. substantially in the form attached hereto as Exhibit F (the “Nominating Agreement”) duly executed by WIND and the other parties theretocompetent jurisdiction.

Closing Deliverables. Immediately after At the Effective Time, WIND Closing: (a) The Purchaser shall deliver, deliver or cause to be delivered, delivered to the parties thereto, the following documents (collectively, the “Closing Deliverables”):Seller: (ai) treasury order issued to Computershare Trust Company of Canada in respect to the issuance of Tranche 1 of the Consideration Shares; (ii) the Exchange Agreement Profit Sharing Agreement, duly executed by a senior officer of the Purchaser; (iii) the Consulting Agreements (as hereinafter defined), duly executed by a senior officer of the Purchaser; (iv) a certificate, dated as of the Effective Date among WINDdate of the Closing and executed by an executive officer of Purchaser on behalf of Purchaser, certifying the Company resolutions of the board of directors of Purchaser approving the execution, delivery and implementation of this Agreement and of all documents to be delivered by Purchaser in connection with this Agreement and the other parties thereto substantially in the form attached hereto as Exhibit B transaction contemplated hereby or thereby; (the “Exchange Agreement”v) all Transfer Documentation duly executed by WINDXxxxxxxxx; (vi) an officer's certificate, dated as of Closing, in form and substance reasonably satisfactory to the Company and such Seller, as to: 1) each of the representations and warranties of the Purchaser contained in this Agreement shall be true, complete and accurate as and when made and at and as of the Closing; 2) the Purchaser shall have performed and complied with all of the covenants, terms and conditions in this Agreement to be performed or complied with by it at or before Closing; and 3) there shall not be pending any litigation or proceeding against the Purchaser brought by any Governmental Entity or any other parties thereto as have executed Person that seeks to restrain, materially modify or invalidate the same;transactions contemplated by this Agreement and no Order that would prohibit, materially modify or restrain such transactions shall be in effect. (b) The Seller shall deliver or cause to be delivered to the Registration Rights Purchaser: (i) a certificate from the Government Entity in jurisdictions in which the Seller are organized, dated within five (5) Business Days prior to the date of the Closing, and certifying that the said entities are in good standing; (ii) certified copies of the resolutions of the directors of the Seller authorizing the execution, delivery and implementation of this Agreement and of all documents to be delivered by the Seller in connection with this Agreement and the transactions contemplated hereby and thereby; (iii) all Transfer Documentation duly executed by the Seller; (iv) an officer's certificate, dated as of Closing, in form and substance reasonably satisfactory to the Effective Date among WIND Purchaser, as to: 1) each of the representations and warranties of the Seller contained in this Agreement shall be true, complete and accurate as and when made and at and as of the Closing; 2) the Seller shall have performed and complied with all of the covenants, terms and conditions in this Agreement to be performed or complied with by it at or before Closing; and 3) there shall not be pending any litigation or proceeding against the Seller brought by any Governmental Entity or any other parties thereto substantially Person that seeks to restrain, materially modify or invalidate the transactions contemplated by this Agreement and no Order that would prohibit, materially modify or restrain such transactions shall be in effect; (v) lock-up agreements (“Lock-Up Agreements”) in favour of the Purchaser from each of the holders of the Consideration Shares and, if applicable, the Adjustment Shares, excluding any Finder Shares payable by the Seller, in the form attached hereto as Exhibit C (and substance mutually agreeable to the “Registration Rights Agreement”) duly executed by WIND Purchaser and the Seller, evidencing such holder’s agreement not to, without the prior written consent of the other parties thereto Purchaser, except as have executed contemplated pursuant to the same; Finder’s Agreement, such consent not to be unreasonably withheld, offer, sell or resell any Consideration Shares or, if applicable, the Adjustment Shares, held by it or agree to or announce ay such offer or sale for a period of twelve (c12) the Tax Receivable Agreement dated as of months, from the Effective Date among WIND, the Company and the other parties thereto substantially in the form attached hereto as Exhibit D (the “Tax Receivable Agreement”) duly executed by WIND, the Company and such of the other parties thereto as have executed the same; (d) The Agreement and Plan of Merger dated as of the Effective Date among WIND, the Company, D. E. Shaw MWPH Acquisition Holdings, L.L.C. and the Blocker LLCs party thereto substantially in the form attached hereto as Exhibit E (the “Blocker Merger Agreement”) duly executed by WIND, the Company and the other parties thereto; and (e) The Nominating Agreement dated as of the Effective Date among WIND, D. E. Shaw MWP Acquisition Holdings, L.L.C., D. E. Shaw MWPH Acquisition Holdings, L.L.C. and Madison Dearborn Capital Partners IV, L.P. substantially in the form attached hereto as Exhibit F (the “Nominating Agreement”) duly executed by WIND and the other parties theretoDate.

Closing Deliverables. Immediately after At the Effective TimeClosing, WIND Seller shall deliver, or cause deliver to be delivered, to Buyer the parties thereto, the following documents (collectively, the “Closing Deliverables”):following: (ai) the Exchange Agreement dated as a xxxx of the Effective Date among WIND, the Company sale and the other parties thereto substantially assignment and assumption agreement in the form attached of Exhibit A hereto as Exhibit B (the “Exchange AgreementXxxx of Sale”) and duly executed by WINDSeller, transferring the Company Tangible Personal Property included in the Purchased Assets to Buyer and such effecting the assignment to and assumption by Buyer of the other parties thereto as have executed Purchased Assets and the sameAssumed Liabilities; (bii) the Registration Rights Agreement dated as of the Effective Date among WIND and the other parties thereto substantially an assignment in the form attached of Exhibit B hereto as Exhibit C (the “Registration Rights AgreementIntellectual Property Assignments”) and duly executed by WIND Seller, transferring all of Seller’s right, title and such of interest in and to the other parties thereto as have executed the sameIntellectual Property Assets to Buyer; (ciii) the Tax Receivable Agreement dated as Seller Closing Certificate; (iv) the certificates of the Effective Date among WINDSecretary of Seller required by Section 7.02; (v) the Required Consents; (vi) the Updated Schedules, certified as true and correct by a duly authorized officer of Seller, which Updated Schedules will bring down all of the Company schedules related to the Purchased Assets; (vii) all UCC termination statements or other Encumbrance release documents necessary to evidence the transfer of good and marketable title to all of the other parties thereto substantially in the form attached hereto as Exhibit D (the “Tax Receivable Agreement”) Purchased Assets to Buyer, duly executed by WINDsuch secured parties, the Company and such of the other parties thereto as have executed the sameif required; (dviii) The Agreement and Plan a certificate of Merger dated good standing of Seller issued by the Secretary of State of Illinois, as of a date not more than ten (10) days prior to the Effective Date among WIND, the Company, D. E. Shaw MWPH Acquisition Holdings, L.L.C. and the Blocker LLCs party thereto substantially in the form attached hereto as Exhibit E (the “Blocker Merger Agreement”) duly executed by WIND, the Company and the other parties theretoClosing Date; and (eix) The Nominating Agreement dated such other customary instruments of transfer, assumption, filings or documents, in form and substance reasonably satisfactory to Buyer, as may be required to give effect to this Agreement. At the Closing, Buyer shall deliver to Seller the following: (i) evidence of the Effective Date among WINDClosing Payment; (ii) the Xxxx of Sale, D. E. Shaw MWP Acquisition Holdings, L.L.C., D. E. Shaw MWPH Acquisition Holdings, L.L.C. and Madison Dearborn Capital Partners IV, L.P. substantially in the form attached hereto as Exhibit F (the “Nominating Agreement”) duly executed by WIND and Buyer; and (iii) the other parties theretoIntellectual Property Assignments, duly executed by Buyer.

Closing Deliverables. Immediately after (a) On or prior to the Effective TimeClosing, WIND the Company shall deliverissue, deliver or cause to be delivered, delivered to the parties thereto, each Purchaser the following documents (collectively, the “Closing Company Deliverables”): (ai) evidence of the Exchange Agreement issuance of the Common Shares and Preferred Shares in the names of the Purchasers by book-entry statement from the Transfer Agent (in the name of such Purchaser as set forth on the Stock Issuance Questionnaire included as Exhibit D hereto); (ii) electronic copies of the Pre-Funded Warrants, executed by the Company and registered in the name of each Purchaser; (iii) a legal opinion of Company Counsel, dated as of the Effective Closing Date among WINDand in form and substance reasonably satisfactory to the Purchasers and the Placement Agents, executed by such counsel and addressed to the Purchasers and the Placement Agents; (iv) the Registration Rights Agreement, duly executed by the Company; (v) duly executed Irrevocable Transfer Agent Instructions instructing the Transfer Agent to deliver, on an expedited basis, of the issuance of the number of Common Shares and Preferred Shares set forth opposite the name of such Purchaser under the heading “Number of Common Shares Purchased” and “Number of Preferred Shares Purchased” on Annex A attached hereto, registered in the name of such Purchaser (or its nominee, as directed by the Purchaser); (vi) the Company shall have filed with Nasdaq a Notification Form: Listing of Additional Shares for the listing of the Common Shares and the Derivative Shares filed by the Company with Nasdaq; (vii) a certificate of the Secretary of the Company (the “Secretary’s Certificate”), dated as of the Closing Date, certifying (A) the resolutions adopted by the Board of Directors or a duly authorized committee thereof approving the transactions contemplated by this Agreement, the other Transaction Documents and the issuance of the Securities and the Derivative Shares, (B) the current versions of the certificate of incorporation, as amended, and bylaws of the Company and (C) as to the other parties thereto signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company, in substantially the form attached hereto as Exhibit F; (viii) the Compliance Certificate referred to in Section 5.1(h); (ix) a certificate evidencing the formation and good standing of the Company issued by the Secretary of State of the State of Delaware, as of a date within three (3) Business Days of the Closing Date; (x) a certificate evidencing the Company’s qualification as a foreign corporation and good standing issued by the Secretary of State (or comparable office) of each jurisdiction in which the Company is qualified to do business as a foreign corporation, as of a date within three (3) Business Days of the Closing Date; and (xi) a certified copy of the Certificate of Designation, as filed with the Secretary of State of the State of Delaware. (b) On or prior to the Closing, each Purchaser shall deliver or cause to be delivered to the Company the following (the “Purchaser Deliverables”): (i) this Agreement, duly executed by such Purchaser; (ii) its Subscription Amount, in United States dollars and in immediately available funds, in the amount set forth in the “Aggregate Purchase Price” column opposite each Purchaser’s name in the table set forth on Annex A by wire transfer to the Company; (iii) the Registration Rights Agreement, duly executed by such Xxxxxxxxx; and (iv) a fully completed and duly executed Stock Issuance Questionnaire in the form attached hereto as Exhibit B (the “Exchange Agreement”) duly executed by WIND, the Company and such of the other parties thereto as have executed the same; (b) the Registration Rights Agreement dated as of the Effective Date among WIND and the other parties thereto substantially in the form attached hereto as Exhibit C (the “Registration Rights Agreement”) duly executed by WIND and such of the other parties thereto as have executed the same; (c) the Tax Receivable Agreement dated as of the Effective Date among WIND, the Company and the other parties thereto substantially in the form attached hereto as Exhibit D (the “Tax Receivable Agreement”) duly executed by WIND, the Company and such of the other parties thereto as have executed the same; (d) The Agreement and Plan of Merger dated as of the Effective Date among WIND, the Company, D. E. Shaw MWPH Acquisition Holdings, L.L.C. and the Blocker LLCs party thereto substantially in the form attached hereto as Exhibit E (the “Blocker Merger Agreement”) duly executed by WIND, the Company and the other parties thereto; and (e) The Nominating Agreement dated as of the Effective Date among WIND, D. E. Shaw MWP Acquisition Holdings, L.L.C., D. E. Shaw MWPH Acquisition Holdings, L.L.C. and Madison Dearborn Capital Partners IV, L.P. substantially in the form attached hereto as Exhibit F (the “Nominating Agreement”) duly executed by WIND and the other parties thereto.D.

Closing Deliverables. Immediately after At the Effective Time, WIND Closing: (a) the Seller shall deliver, or cause to be delivered, to the parties thereto, Purchasers the following documents (collectively, the “Closing Deliverables”):following: (ai) the Exchange Agreement dated as a bill of the Effective Date among WIND, the Company and the other parties thereto substantially in the form attached hereto as Exhibit B sale (the “Exchange AgreementBill of Sale”) ), duly executed by WINDthe Seller; (ii) an assignment and assumption agreement (the “Assignment and Assumption Agreement”), duly executed by the Company and such Seller; (iii) a trademark assignment agreement (the “Trademark Assignment Agreement”), duly executed by the Seller; (iv) a transition services agreement (the “Transition Services Agreement”), duly executed by the Seller; (v) a copy of a certificate of good standing of the Seller issued on or soon before the Closing Date by the Secretary of State (or comparable officer) of the jurisdiction of the Seller’s organization and of each jurisdiction in which the Seller is qualified to do business; (vi) a certificate of an officer of the Seller certifying that attached thereto are true and complete copies of all resolutions adopted by the board of directors (or other parties thereto similar governing body) of the Seller authorizing the execution, delivery and performance of this Agreement and the Ancillary Agreements, and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby; (vii) documents evidencing the release or termination of all Liens on the Acquired Assets, including all relevant payoff letters, and copies of filed UCC termination statements with respect to all UCC financing statements evidencing Liens; and (viii) such other customary instruments of transfer, assumption, filings or documents, in form and substance reasonably satisfactory to Purchasers, as have executed the samemay be required to give effect to this Agreement; (b) the Registration Rights Agreement dated as of Purchasers shall deliver, or cause to be delivered, to the Effective Date among WIND Seller the following: (i) the Closing Canadian Cash Payment and the other parties thereto substantially Closing U.S. Cash Payment, in accordance with Section 4.1(a); (ii) the form attached hereto as Exhibit C (the “Registration Rights Agreement”) Bill of Sale, duly executed by WIND and such of the other parties thereto as have executed the samePurchasers; (ciii) the Tax Receivable Agreement dated as of the Effective Date among WINDAssignment and Assumption Agreement, the Company and the other parties thereto substantially in the form attached hereto as Exhibit D (the “Tax Receivable Agreement”) duly executed by WIND, the Company and such of the other parties thereto as have executed the sameCanadian Purchaser; (div) The Agreement and Plan of Merger dated as of the Effective Date among WINDTrademark Assignment Agreement, the Company, D. E. Shaw MWPH Acquisition Holdings, L.L.C. and the Blocker LLCs party thereto substantially in the form attached hereto as Exhibit E (the “Blocker Merger Agreement”) duly executed by WINDthe Canadian Purchaser; (v) the Transition Services Agreement, duly executed by the Purchasers; (vi) resolutions of the board of directors (or similar governing bodies) of the Canadian Purchaser approving the delegation of signing authority to an authorized officer of the Canadian Purchaser in order to execute, deliver and perform, for and on behalf of the Canadian Purchaser, this Agreement, the Company Ancillary Agreements, documents and instruments to be entered into by the other parties theretoCanadian Purchaser; and (evii) The Nominating Agreement dated as resolutions adopted by the sole member of the Effective Date among WINDU.S. Purchaser authorizing the execution, D. E. Shaw MWP Acquisition Holdings, L.L.C., D. E. Shaw MWPH Acquisition Holdings, L.L.C. delivery and Madison Dearborn Capital Partners IV, L.P. substantially in the form attached hereto as Exhibit F (the “Nominating Agreement”) duly executed by WIND performance of this Agreement and the other parties theretoAncillary Agreements and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby.

Closing Deliverables. Immediately after (a) Subject to the Effective Timeterms and conditions hereof, WIND at the Principal Closing, Sapphire shall deliverdeliver to Buyer: (i) Assignment and Assumption Agreements duly executed by the applicable Asset Sellers in respect of the Principal Business Transferred Assets; (ii) to the extent the Principal Business Equity Interests are certificated, certificates evidencing such Principal Business Equity Interests, duly endorsed in blank or cause to be deliveredaccompanied by powers duly executed in blank or, to the parties theretoextent such Principal Business Equity Interests are not certificated, other duly executed instruments of transfer as required in order to validly transfer title in and to the following documents (collectively, the “Closing Deliverables”):Principal Business Equity Interests; (aiii) the Exchange Transition Services Agreement duly executed by the applicable Sellers; (iv) the Intellectual Property License Agreement duly executed by Sapphire or its designee; (v) the Transitional Trademark License Agreement duly executed by Sapphire or its designee; (vi) the Xxxxxx Re Transitional Trademark License Agreement duly executed by Sapphire or its designee; (vii) the ICT Access Agreement duly executed by Sapphire or its designee; (viii) the applicable Local Transfer Agreements duly executed by the applicable Sellers; (ix) resignations from their director and officer positions, as applicable, of all directors and officers of the Transferred Entities included in the Principal Closing that are not Identified Employees to the extent requested by Buyer, in each case effective as of the Principal Closing; (x) IRS Forms 8023 (and any state forms) as required to effect the Section 338(h)(10) Elections, completed and properly executed by the applicable Equity Seller; (xi) the closing certificate of Sellers dated as of the Effective Principal Closing Date among WIND, the Company as provided for in Section 8.02(d) and the other parties thereto substantially in the form attached hereto as Exhibit B (the “Exchange Agreement”) duly executed by WIND, the Company and such Sapphire; (xii) evidence of the release of all Liens in respect to indebtedness for borrowed money, other parties thereto as have than Permitted Liens, on the Principal Business Transferred Assets and the property and assets of the Principal Business Transferred Entities; (xiii) a properly executed IRS Form W-9 for each applicable Seller that is a “United States person” within the same;meaning of Section 7701(a)(30) of the Code; and (xiv) the Business Audited Financial Statements required pursuant to the last sentence of Section 5.16(a). (b) Subject to the Registration Rights terms and conditions hereof, at the Principal Closing, Buyer shall deliver to Sellers: (i) the Preliminary Purchase Price and the Closing Date Unrestricted Fiduciary Cash, which Buyer shall pay via wire transfer of immediately available funds to an account or accounts designated in writing by Sellers (which designation shall be delivered to Buyer at least five (5) Business Days prior to the Relevant Closing Date); (ii) Assignment and Assumption Agreements duly executed by Buyer or its applicable Affiliates in respect of the Principal Business Transferred Assets (to the extent not otherwise transferred by virtue of a Local Transfer Agreement); (iii) the Transition Services Agreement duly executed by Buyer; (iv) the Intellectual Property License Agreement duly executed by Buyer or its designee; (v) the Transitional Trademark License Agreement duly executed by Buyer or its designee; (vi) the ICT Access Agreement duly executed by Buyer and its applicable Affiliates; (vii) the Xxxxxx Re Transitional Trademark License Agreement duly executed by Buyer or its designee; (viii) the applicable Local Transfer Agreements duly executed by Buyer or its applicable Affiliates; (ix) IRS Forms 8023 (and any state forms) as required to effect the Section 338(h)(10) Elections, completed and properly executed by Buyer or its applicable Affiliates; and (x) the closing certificate of Buyer dated as of the Effective Principal Closing Date among WIND as provided for in Section 8.03(c) and the other parties thereto substantially in the form attached hereto as Exhibit C (the “Registration Rights Agreement”) duly executed by WIND and such of the other parties thereto as have executed the same;Buyer. (c) Subject to the Tax Receivable Agreement dated as of the Effective Date among WINDterms and conditions hereof, the Company at each Deferred Closing, Sapphire shall deliver to Buyer: (i) Assignment and the other parties thereto substantially in the form attached hereto as Exhibit D (the “Tax Receivable Agreement”) Assumption Agreements duly executed by WIND, the Company and such each applicable Asset Seller in respect of the Deferred Business Transferred Assets (to the extent not otherwise transferred by virtue of a Local Transfer Agreement); (ii) the applicable Local Transfer Agreements duly executed by the applicable Sellers; (iii) to the extent the Deferred Business Equity Interests are certificated, certificates evidencing such Deferred Business Equity Interests, duly endorsed in blank or accompanied by powers duly executed in blank or, to the extent such Deferred Business Equity Interests are not certificated, other parties thereto duly executed instruments of transfer as have required in order to validly transfer title in and to the Deferred Business Equity Interests; (iv) resignations from their director and officer positions, as applicable, of all directors and officers of the Transferred Entities included in such Deferred Closing that are not Identified Employees to the extent requested by Buyer, in each case effective as of such Deferred Closing; and (v) a properly executed IRS Form W-9 for each applicable Seller that is a “United States person” within the same;meaning of Section 7701(a)(30) of the Code. (d) The Agreement Subject to the terms and Plan of Merger dated as of the Effective Date among WINDconditions hereof, the Companyat each Deferred Closing, D. E. Shaw MWPH Acquisition Holdings, L.L.C. Buyer shall deliver to Sellers: (i) Assignment and the Blocker LLCs party thereto substantially in the form attached hereto as Exhibit E (the “Blocker Merger Agreement”) Assumption Agreements duly executed by WIND, Buyer or its applicable Affiliates in respect of the Company and Deferred Business Transferred Assets (to the other parties theretoextent not otherwise transferred by virtue of a Local Transfer Agreement); and (eii) The Nominating Agreement dated as of the Effective Date among WIND, D. E. Shaw MWP Acquisition Holdings, L.L.C., D. E. Shaw MWPH Acquisition Holdings, L.L.C. and Madison Dearborn Capital Partners IV, L.P. substantially in the form attached hereto as Exhibit F (the “Nominating Agreement”) applicable Local Transfer Agreements duly executed by WIND and the other parties theretoBuyer or its applicable Affiliates (where applicable).

Closing Deliverables. Immediately after the Effective Time, WIND (i) US Buyer shall deliverhave delivered, or cause caused to be delivered, to the parties thereto, the following documents (collectively, the “Closing Deliverables”): (a) the Exchange Agreement dated as Sellers certified copies of the Effective Date among WINDresolutions duly adopted by its board of directors authorizing the execution, the Company delivery and performance of this Agreement and the other parties thereto substantially agreements contemplated hereby, and the consummation of all transactions contemplated hereby and thereby, IP Buyer shall have delivered to Sellers certified copies of the resolutions of its sole member authorizing the execution, delivery and performance of this Agreement and the other agreements contemplated hereby, and the consummation of all transactions contemplated hereby and thereby and Canadian Buyer shall have delivered to Sellers certified copies of the resolutions of its board of directors and certified copies of the resolutions passed by the sole shareholder of Canadian Buyer (if necessary for the consummation of the transaction contemplated hereby) authorizing the execution, delivery and performance of this Agreement and the other agreements contemplated hereby, and the consummation of all transactions contemplated hereby and thereby; (ii) Buyers shall have delivered to Sellers, a copy of the certificate of incorporation of US Buyer, certified by the Secretary of State of Delaware and certified copies of US Buyer’s other governing documents, a copy of the certificate of formation of IP Buyer, certified by the Secretary of State of Delaware and certified copies of IP Buyer’s other governing documents, a copy of the articles of incorporation of Canadian Buyer certified by Corporations Canada and a certified copy of the by-laws and other governing documents of Canadian Buyer, and a certified incumbency with respect to each Buyer’s signatory or signatories for the Transaction Documents; (iii) Buyers shall have delivered to Sellers, a certificate of Buyers in the form attached hereto set forth as Exhibit B E hereto, dated the Closing Date, stating that the conditions specified in Sections 6.1(a) and 6.1(b) have been satisfied; (iv) Buyers shall have delivered the Payoff Payment in accordance with the payment letters required pursuant to Section 6.2(f)(vi) and Buyer shall have delivered to Sellers and/or such Persons as Sellers may have directed in writing the balance of the Estimated Cash Payment; (v) Buyers shall have delivered to the Escrow Agent, the Escrow Funds; (vi) Buyers shall have delivered to Waterbury a duly executed Transition Services Agreement, in the form of Exhibit F hereto (the “Exchange Transition Services Agreement”); (vii) Buyers shall have delivered a duly executed by WINDIP License Agreement, in the Company and such form of Exhibit G hereto (the “IP License Agreement”); (viii) Buyers shall have delivered duly executed copies of the other parties thereto as have executed the sameTransaction Documents to which one or more Buyers is a party; (bix) Buyers shall have delivered to Sellers a good standing certificate issued by the Registration Rights Agreement dated Secretary of State of the State of Delaware with respect to US Buyer and IP Buyer, as of a date no more than seven (7) days prior to the Effective Date among WIND Closing and the other parties thereto substantially in the form attached hereto as Exhibit C (the “Registration Rights Agreement”) duly executed a certificate of compliance issued by WIND and such of the other parties thereto as have executed the same; (c) the Tax Receivable Agreement dated Corporations Canada with respect to Canadian Buyer, as of a date no more that seven (7) days prior to the Effective Date among WIND, the Company and the other parties thereto substantially in the form attached hereto as Exhibit D (the “Tax Receivable Agreement”) duly executed by WIND, the Company and such of the other parties thereto as have executed the same; (d) The Agreement and Plan of Merger dated as of the Effective Date among WIND, the Company, D. E. Shaw MWPH Acquisition Holdings, L.L.C. and the Blocker LLCs party thereto substantially in the form attached hereto as Exhibit E (the “Blocker Merger Agreement”) duly executed by WIND, the Company and the other parties theretoClosing; and (ex) The Nominating Agreement dated as of the Effective Date among WIND, D. E. Shaw MWP Acquisition Holdings, L.L.C., D. E. Shaw MWPH Acquisition Holdings, L.L.C. and Madison Dearborn Capital Partners IV, L.P. substantially in the form attached hereto as Exhibit F (the “Nominating Agreement”) Buyers shall have delivered to Sellers duly executed by WIND and copies of all such other documents or instruments as Sellers may have reasonably requested a reasonable time prior to the other parties theretoscheduled Closing Date in order to give effect to the transactions contemplated hereby.

Closing Deliverables. Immediately after On the Effective Time, WIND shall deliver, or cause to be delivered, to the parties theretoClosing Date, the following actions shall take place, all of which shall be deemed to have occurred simultaneously and no action shall be deemed to have been completed or any document delivered until all such actions have been completed and all required documents (collectively, the “Closing Deliverables”):have been delivered: (a) the Exchange Agreement dated as Each of the Effective Date among WINDPurchasers shall deliver to the Company the following deliverables: (i) deliver to the Company a Notice of Exercise in the form of EXHIBIT A of the Warrants, duly completed and executed by or on behalf of such Purchaser; (ii) pay the applicable Exercise Price in cash by wire transfer of immediately available funds in USD to the Designated Bank Account (as defined below) as set forth in Schedule II; (iii) deliver to the Company the Voting Agreement duly executed by or on behalf of such Purchaser; and (iv) deliver to the Company the Registration Rights Agreement duly executed by or on behalf of such Purchaser. (b) the Company shall: (i) allot and issue to each Purchaser the Warrant Shares being purchased by such Purchaser, and deliver to each Purchaser one or more duly executed share certificate(s) representing such Warrant Shares registered in the name of related Purchaser (the original copies of which shall be delivered to each Purchaser as soon as practicable within 10 Business Days following the Closing Date); (ii) deliver to each Purchaser a certified true copy of the register of members of the Company evidencing the Warrant Shares being owned by each Purchaser at the Closing; (iii) deliver to Astral Success the Voting Agreement duly executed by or on behalf of the Company, the Principal Parties, Abundant Xxxxx and Abundant Glory; (iv) deliver to each Purchaser the Registration Rights Agreement duly executed by or on behalf of the Company; (v) deliver to each Purchaser a copy of (i) the resolutions adopted by the Board approving this Agreement and other Transaction Documents and matters relating to the Closing, and (ii) the Certificate of Designation in effect at the Closing; (vi) deliver to each Purchaser an incumbency certificate in the form attached hereto as Schedule IV; (vii) deliver to each Purchaser the certificate referred to in Section 7.1(o); and (viii) deliver to each existing holder of Senior Preferred Shares of the Company and a Dilutive Issuance Notice (as defined in the other parties thereto substantially Certificate of Designation) in the form attached hereto as Exhibit B (the “Exchange Agreement”) IV, duly executed by WIND, the Company and such or on behalf of the other parties thereto as have executed the same; (b) the Registration Rights Agreement dated as of the Effective Date among WIND and the other parties thereto substantially in the form attached hereto as Exhibit C (the “Registration Rights Agreement”) duly executed by WIND and such of the other parties thereto as have executed the same; (c) the Tax Receivable Agreement dated as of the Effective Date among WIND, the Company and the other parties thereto substantially in the form attached hereto as Exhibit D (the “Tax Receivable Agreement”) duly executed by WIND, the Company and such of the other parties thereto as have executed the same; (d) The Agreement and Plan of Merger dated as of the Effective Date among WIND, the Company, D. E. Shaw MWPH Acquisition Holdings, L.L.C. and the Blocker LLCs party thereto substantially in the form attached hereto as Exhibit E (the “Blocker Merger Agreement”) duly executed by WIND, the Company and the other parties thereto; and (e) The Nominating Agreement dated as of the Effective Date among WIND, D. E. Shaw MWP Acquisition Holdings, L.L.C., D. E. Shaw MWPH Acquisition Holdings, L.L.C. and Madison Dearborn Capital Partners IV, L.P. substantially in the form attached hereto as Exhibit F (the “Nominating Agreement”) duly executed by WIND and the other parties thereto.

Closing Deliverables. Immediately after the Effective Time, WIND shall deliver, or cause to be delivered, to the parties thereto, the following documents (collectively, the “Closing Deliverables”): (a) At the Exchange Agreement dated as Closing, Sellers shall deliver to Buyer the following: (i) a xxxx of the Effective Date among WIND, the Company and the other parties thereto substantially sale in the form attached of Exhibit A hereto as Exhibit B (the “Exchange Xxxx of Sale”) and duly executed by Sellers, transferring the tangible personal property included in the Purchased Assets to Buyer; (ii) an assignment and assumption agreement in the form of Exhibit B hereto (the “Assignment and Assumption Agreement”) and duly executed by WINDSellers, effecting the assignment to and assumption by Buyer of the Purchased Assets and the Assumed Liabilities; (iii) trademark and domain name assignments in the form of Exhibit C-1 and C-2 hereto (the “Intellectual Property Assignments”) and duly executed by Seller, transferring all of Seller’s right, title and interest in and to the Intellectual Property Assets to Buyer; (iv) with respect to each parcel of Owned Real Property, a bargain and sale deed with covenants against grantor’s acts in form and substance satisfactory to Buyer (each, a “Deed”) and duly executed and notarized by the applicable Seller; (v) with respect to each Deed, New York State and New York City real property transfer tax returns duly executed and notarized by the applicable Seller; (vi) with respect to each Lease, an Assignment and Assumption of Lease in form and substance satisfactory to Buyer (each, an “Assignment and Assumption of Lease”) and duly executed by the applicable Seller; (vii) with respect to each Lease, the Company consent to the assignment of such Lease by the applicable Seller to Buyer, duly executed by the applicable landlord or lessor; (viii) with respect to each Lease, an estoppels certificate executed by each landlord or lessor in form and such substance reasonably acceptable to Buyer; (ix) Consulting Agreements in the form of Exhibit D hereto (the “Consulting Agreements”) and duly executed by the individuals named therein; (x) the Seller Closing Certificate; (xi) the FIRPTA Certificate; (xii) the certificates of the Secretary or Assistant Secretary of Sellers required by Section 7.02(k) and Section 7.02(l); and (xiii) such other parties thereto customary instruments of transfer (including motor vehicle registrations), assumption, filings or documents, in form and substance reasonably satisfactory to Buyer, as have executed the same;may be required to give effect to this Agreement (b) At the Registration Rights Agreement dated Closing, Buyer or the Parent, as of the Effective Date among WIND case may be, shall deliver to Seller the following: (i) the Closing Cash Payment; (ii) the Units; (iii) the Assignment and the other parties thereto substantially in the form attached hereto as Exhibit C (the “Registration Rights Assumption Agreement”) , duly executed by WIND and such of the other parties thereto as have executed the sameBuyer; (civ) the Tax Receivable Agreement dated as with respect to each Lease, an Assignment and Assumption of the Effective Date among WINDLease, the Company and the other parties thereto substantially in the form attached hereto as Exhibit D (the “Tax Receivable Agreement”) duly executed by WIND, the Company and such of the other parties thereto as have executed the sameBuyer; (dv) The Agreement and Plan of Merger dated as of the Effective Date among WINDConsulting Agreements, the Company, D. E. Shaw MWPH Acquisition Holdings, L.L.C. and the Blocker LLCs party thereto substantially in the form attached hereto as Exhibit E (the “Blocker Merger Agreement”) duly executed by WINDBuyer; (vi) the Non-Competition Agreement, duly executed by Buyer; (vii) the Company Buyer Closing Certificate; (viii) the certificates of the Secretary or Assistant Secretary of Buyer required by Section 7.03(h) and the other parties theretoSection 7.03(i); and (eix) The Nominating Agreement dated such other customary instruments, filings or documents, in form and substance reasonably satisfactory to Sellers, as of the Effective Date among WIND, D. E. Shaw MWP Acquisition Holdings, L.L.C., D. E. Shaw MWPH Acquisition Holdings, L.L.C. and Madison Dearborn Capital Partners IV, L.P. substantially in the form attached hereto as Exhibit F (the “Nominating may be required to give effect to this Agreement”) duly executed by WIND and the other parties thereto.

Closing Deliverables. Immediately after The Administrative Agent (or counsel to the Administrative Agent) shall have received a certificate of a Responsible Officer, Secretary or Assistant Secretary of the Borrower, dated the Effective Time, WIND shall deliver, or cause to be delivered, to the parties thereto, the following documents (collectively, the “Closing Deliverables”):Date and certifying: (ai) that attached thereto is a true, correct and complete copy of (A) the Exchange Agreement dated certificate of incorporation of the Borrower as in effect on the Effective Date certified as of a recent date by the Secretary of State (or similar, applicable Governmental Authority) of its state of incorporation, and (B) the bylaws of the Borrower as in effect on the Effective Date, in each case with a certification that such Organic Document has not been modified, rescinded or amended and is in full force and effect as of the Effective Date among WIND, the Company and the other parties thereto substantially in the form attached hereto as Exhibit B (the “Exchange Agreement”) duly executed by WIND, the Company and such of the other parties thereto as have executed the sameDate; (bii) that attached thereto is a true, correct and complete copy of the resolutions of the board of directors of the Borrower authorizing (A) the Registration Rights Agreement dated as execution, delivery and performance of the Effective Date among WIND Loan Documents and any other document delivered in connection therewith and the other parties thereto substantially Transactions and that such resolutions have not been modified, rescinded or amended and are in full force and effect, and (B) an authorized Person or Persons to sign such Loan Documents and any documents to be delivered by the form attached hereto as Exhibit C (the “Registration Rights Agreement”) duly executed by WIND and such of the other parties thereto as have executed the sameBorrower pursuant thereto; (ciii) as to the Tax Receivable Agreement dated as incumbency and specimen signature of each of the Effective Date among WINDofficers of the Borrower authorized to execute and deliver, as applicable, the Company Loan Documents and all other documents contemplated thereby to be delivered by it hereunder together with a certificate of another officer as to the other parties thereto substantially in the form attached hereto as Exhibit D (the “Tax Receivable Agreement”) duly executed by WIND, the Company incumbency and such specimen signature of the other parties thereto as have executed Responsible Officer, Secretary or Assistant Secretary executing the same; (d) The Agreement and Plan of Merger dated as of the Effective Date among WIND, the Company, D. E. Shaw MWPH Acquisition Holdings, L.L.C. and the Blocker LLCs party thereto substantially in the form attached hereto as Exhibit E (the “Blocker Merger Agreement”) duly executed by WIND, the Company and the other parties theretocertificate pursuant to this Section 4.01(b)(iii); and (eiv) The Nominating Agreement dated that attached thereto is a true, correct and complete copy of a good standing certificate for the Borrower from the Secretary of State (or similar, applicable Governmental Authority) of its state of incorporation as of the Effective Date among WIND, D. E. Shaw MWP Acquisition Holdings, L.L.C., D. E. Shaw MWPH Acquisition Holdings, L.L.C. and Madison Dearborn Capital Partners IV, L.P. substantially in the form attached hereto as Exhibit F (the “Nominating Agreement”) duly executed by WIND and the other parties theretoa recent date.

Closing Deliverables. Immediately after (a) At the Effective TimeClosing, WIND Seller shall deliver, or cause to be delivered, to Buyer the parties thereto, the following documents (collectively, the “Closing Deliverables”):following: (ai) the Exchange Agreement dated as a xxxx of the Effective Date among WINDsale, the Company assignment and the other parties thereto substantially assumption agreement in the form attached of Exhibit A hereto as Exhibit B (the “Exchange Xxxx of Sale, Assignment and Assumption Agreement”) and duly executed by Seller transferring the Purchased Assets to Buyer and effecting the assignment to and assumption by Buyer of the Purchased Assets and the Assumed Liabilities; (ii) a license agreement in the form of Exhibit B hereto (the “License Agreement”) duly executed by WIND, the Company and such of the other parties thereto as have executed the sameSeller; (biii) the Registration Rights Agreement dated as of the Effective Date among WIND and the other parties thereto substantially a support agreement in the form attached hereto as of Exhibit C hereto (the “Registration Rights Support Agreement”) duly executed by WIND and such of the other parties thereto as have executed the sameSeller; (civ) a certificate pursuant to Treasury Regulations Section 1.1445-2(b) (the “FIRPTA Certificate”) that Seller is not a foreign person within the meaning of Section 1445 of the Code duly executed by Seller; (v) a certificate of the Secretary or Assistant Secretary (or equivalent officer) of Seller certifying: (i) that attached thereto are true and complete copies of all resolutions adopted by the board of directors of Seller authorizing the execution, delivery and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby; and (ii) the Tax Receivable Agreement dated as names and signatures of the Effective Date among WINDofficers of Seller authorized to sign this Agreement, the Company Ancillary Documents and the other parties thereto substantially in the form attached hereto as Exhibit D (the “Tax Receivable Agreement”) duly executed by WIND, the Company documents to be delivered hereunder and such of the other parties thereto as have executed the samethereunder; (dvi) The Agreement such other customary instruments of transfer, assumption, filings or documents, in form and Plan substance reasonably satisfactory to Buyer, as may be required to give effect to this Agreement; (vii) executed counterparts of Merger dated as all approvals, consents and waivers that are listed on Section 4.03 of the Effective Date among WINDDisclosure Schedules and have been received by Seller, or to the Companyextent any such consents have not been received by Seller, D. E. Shaw MWPH Acquisition Holdings, L.L.C. and written confirmation from Buyer that such consent will not be required for Closing; (viii) counterparts to those agreements or amendments to agreements set forth in Section 3.02(viii) of the Blocker LLCs party thereto substantially in the form attached hereto as Exhibit E (the “Blocker Merger Agreement”) duly Disclosure Schedules executed by WIND, the Company and parties set forth in Section 3.02(viii) of the other parties theretoDisclosure Schedules; and (eix) The Nominating Agreement dated written authorization and confirmation from any Person holding an Encumbrance with respect to the Purchased Assets that, once any applicable payment is made as outlined in sufficient detail therein, any and all Encumbrances held by such Person on the Purchased Assets shall be terminated, and the appropriate filings may be made on such Person’s behalf to evidence the termination of such Encumbrances; each in a form that is reasonably acceptable to Buyer. (b) At the Effective Date among WINDClosing, D. E. Shaw MWP Acquisition HoldingsBuyer shall deliver to Seller the following: (i) the Purchase Price, L.L.C., D. E. Shaw MWPH Acquisition Holdings, L.L.C. less the Holdback amount and Madison Dearborn Capital Partners IV, L.P. substantially in the form attached hereto as Exhibit F Wunderman Payment (the “Nominating AgreementClosing Payment”), by wire transfer of immediately available funds to the bank account specified in writing by Seller no less than five (5) Business Days prior to the Closing Date; (ii) the Xxxx of Sale, Assignment and Assumption Agreement duly executed by WIND Buyer; (iii) the License Agreement duly executed by Buyer; (iv) the Support Agreement duly executed by Buyer; and (v) a certificate of the Secretary or Assistant Secretary (or equivalent officer) of Buyer certifying: (i) that attached thereto are true and complete copies of all resolutions adopted by the board of directors of Buyer authorizing the execution, delivery and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby; and (ii) the names and signatures of the officers of Buyer authorized to sign this Agreement, the Ancillary Documents and the other parties theretodocuments to be delivered hereunder and thereunder.

Closing Deliverables. Immediately after (a) On or prior to the Effective TimeClosing, WIND the Company shall deliverissue, deliver or cause to be delivered, delivered to the parties thereto, each Purchaser the following documents (collectively, the “Closing Company Deliverables”): (ai) this Agreement, duly executed by the Exchange Agreement Company; (ii) evidence of the issuance of the Securities in the name of the Purchasers by book entry on the stock ledger of the Company (or, if the Securities are to be represented in certificated form, a certificate representing the Securities in the name of such Purchaser as set forth on the Stock Certificate Questionnaire included as Exhibit C hereto (the “Stock Certificate”)). (iii) a legal opinion of Company Counsel, dated as of the Effective Closing Date among WINDand in form and substance reasonably satisfactory to the Purchasers, executed by such counsel and addressed to the Purchasers and the Placement Agent; (iv) the Registration Rights Agreement, duly executed by the Company; (v) duly executed Irrevocable Transfer Agent Instructions acknowledged in writing by the Transfer Agent instructing the Transfer Agent to deliver, on an expedited basis, a certificate evidencing a number of Securities equal to such Purchaser’s Subscription Amount divided by the Purchase Price, registered in the name of such Purchaser; (vi) the Company shall have filed with Nasdaq a Notification Form: Listing of Additional Shares for the listing of the Securities and the Conversion Shares and shall have received confirmation from Nasdaq that it has completed its review of such form with no objections to the transactions contemplated herein. (vii) a certificate of the Secretary of the Company (the “Secretary’s Certificate”), dated as of the Closing Date, (a) certifying the resolutions adopted by the Board of Directors of the Company or a duly authorized committee thereof approving the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the Securities and the Conversion Shares, (b) certifying the current versions of the certificate of incorporation, as amended, and bylaws of the Company and (c) certifying as to the other parties thereto signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company, in substantially the form attached hereto as Exhibit E; (viii) the Compliance Certificate referred to in Section 5.1(h); (ix) a certificate evidencing the formation and good standing of the Company issued by the Secretary of State of the State of Delaware, as of a date within three (3) Business Days of the Closing Date; (x) a certificate evidencing the Company’s qualification as a foreign corporation and good standing issued by the Secretary of State (or comparable office) of each jurisdiction in which the Company is qualified to do business as a foreign corporation, as of a date within three (3) Business Days of the Closing Date; and (xi) a certified copy of the Certificate of Designations, as filed with the Secretary of State of the State of Delaware. (b) On or prior to the Closing, each Purchaser shall deliver or cause to be delivered to the Company the following (the “Purchaser Deliverables”): (i) this Agreement, duly executed by such Purchaser; (ii) its Subscription Amount, in United States dollars and in immediately available funds, in the amount set forth in the “Aggregate Purchase Price (Subscription Amount)” column opposite each Purchaser’s name in the table set forth on Annex A by wire transfer to the Company; (iii) the Registration Rights Agreement, duly executed by such Purchaser; (iv) a fully completed and duly executed Selling Stockholder Questionnaire in the form attached as Annex B to the Registration Rights Agreement; and (v) a fully completed and duly executed Stock Certificate Questionnaire in the form attached hereto as Exhibit B (the “Exchange Agreement”) duly executed by WIND, the Company and such of the other parties thereto as have executed the same; (b) the Registration Rights Agreement dated as of the Effective Date among WIND and the other parties thereto substantially in the form attached hereto as Exhibit C (the “Registration Rights Agreement”) duly executed by WIND and such of the other parties thereto as have executed the same; (c) the Tax Receivable Agreement dated as of the Effective Date among WIND, the Company and the other parties thereto substantially in the form attached hereto as Exhibit D (the “Tax Receivable Agreement”) duly executed by WIND, the Company and such of the other parties thereto as have executed the same; (d) The Agreement and Plan of Merger dated as of the Effective Date among WIND, the Company, D. E. Shaw MWPH Acquisition Holdings, L.L.C. and the Blocker LLCs party thereto substantially in the form attached hereto as Exhibit E (the “Blocker Merger Agreement”) duly executed by WIND, the Company and the other parties thereto; and (e) The Nominating Agreement dated as of the Effective Date among WIND, D. E. Shaw MWP Acquisition Holdings, L.L.C., D. E. Shaw MWPH Acquisition Holdings, L.L.C. and Madison Dearborn Capital Partners IV, L.P. substantially in the form attached hereto as Exhibit F (the “Nominating Agreement”) duly executed by WIND and the other parties thereto.C.

Closing Deliverables. Immediately after the Effective Time, WIND shall deliver, or cause to be delivered, to the parties thereto, the following documents (collectively, the “Closing Deliverables”): (a) At the Exchange Agreement dated as Closing, Sellers shall deliver to Buyer the following: (i) one or more duly executed bills of sale in form and substance satisfactory to Buyer (each being a “Bill of Sale”), transferring the tangible personal property included in the Purchased Assets to Buyer; (ii) one or more duly executed assignment and assumption agreements in form and substance satisfactory to Buyer (each being a “Assignment and Assumption Agreement”), effecting the assignment to and assumption by Buyer of the Effective Date among WIND, the Company Purchased Assets and the other parties thereto substantially in the form attached hereto as Exhibit B Assumed Liabilities; (the “Exchange Agreement”iii) one or more duly executed by WINDassignments in form and substance satisfactory to Buyer (each being a “Intellectual Property Assignment”), transferring all of Sellers’ right, title and interest in and to the Company Intellectual Property Assets to Buyer; (iv) with respect to each Lease, a duly executed assignment and such assumption of lease in form and substance satisfactory to Buyer (each being an “Assignment and Assumption of Lease”); (v) one or more duly executed powers of attorney in form and substance satisfactory to Buyer; (vi) the Seller Closing Certificates; (vii) the FIRPTA Certificates; (viii) the certificates of the Secretary or Assistant Secretary of each Seller required by Section 8.02(l) and Section 8.02(m); (ix) a copy of the Sale Order as entered by the Bankruptcy Court; and (x) such other parties thereto customary instruments of transfer, assumption, filings or documents, in form and substance reasonably satisfactory to Buyer, as have executed the same;may be required to give effect to this Agreement. (b) At the Registration Rights Agreement dated as Closing, Buyer shall deliver to Sellers the following: (i) the Purchase Price less the Deposit Amount, less any amount outstanding under the DIP Loan Agreement, which shall be delivered by wire transfer of immediately available funds to the Effective Date among WIND account identified in Schedule 3.02(b)(i); (ii) all Assignment and the other parties thereto substantially in the form attached hereto as Exhibit C (the “Registration Rights Agreement”) Assumption Agreements duly executed by WIND and such of the other parties thereto as have executed the sameBuyer; (ciii) the Tax Receivable Agreement dated as with respect to each Lease, an Assignment and Assumption of the Effective Date among WIND, the Company and the other parties thereto substantially in the form attached hereto as Exhibit D (the “Tax Receivable Agreement”) Lease duly executed by WIND, the Company and such of the other parties thereto as have executed the sameXxxxx; (div) The Agreement and Plan of Merger dated as the Buyer Closing Certificate; (v) the certificates of the Effective Date among WIND, the Company, D. E. Shaw MWPH Acquisition Holdings, L.L.C. Secretary or Assistant Secretary of Buyer required by Section 8.03(f) and the Blocker LLCs party thereto substantially in the form attached hereto as Exhibit E (the “Blocker Merger Agreement”) duly executed by WIND, the Company and the other parties theretoSection 8.03(g); and (evi) The Nominating Agreement dated such other documents or instruments as of Sellers reasonably request and are reasonably necessary to consummate the Effective Date among WIND, D. E. Shaw MWP Acquisition Holdings, L.L.C., D. E. Shaw MWPH Acquisition Holdings, L.L.C. and Madison Dearborn Capital Partners IV, L.P. substantially in the form attached hereto as Exhibit F (the “Nominating transactions contemplated by this Agreement”) duly executed by WIND and the other parties thereto.

Closing Deliverables. Immediately after (a) At the Effective Time, WIND Initial Closing, (i) the Company shall deliver, deliver or cause to be delivereddelivered to SPAC, to a certificate signed by an officer of the parties theretoCompany, the following documents (collectively, the “Closing Deliverables”): (a) the Exchange Agreement dated as of the Effective Date among WINDInitial Closing Date, certifying that the Company and conditions specified in Section 9.2 have been fulfilled; (ii) PubCo shall deliver or cause to be delivered to SPAC (i) evidence of the other parties thereto substantially appointment of Hab Siam (or in the form attached hereto as Exhibit B event of his death or incapacity, another director of SPAC who was such prior to the Initial Closing) (the “Exchange AgreementSPAC Director”) as a director to the board of directors of PubCo, in addition to the then-existing director of PubCo (the “Company Director”), effective as of the Initial Merger Effective Time and (ii) a resignation letter, duly executed by WIND, the Company and such Director, providing for the Company Director’s automatic resignation from the board of directors of PubCo upon the earlier of the other parties thereto Acquisition Closing and the termination of this Agreement in accordance with its terms; (iii) SPAC shall deliver or cause to be delivered to PubCo a resignation letter, duly executed by the SPAC Director, providing for the SPAC Director’s automatic resignation from the board of directors of PubCo upon the Acquisition Closing; and (iv) SPAC shall deliver or cause to be delivered to the Company, a certificate signed by an officer of SPAC, dated as of the Initial Closing Date, certifying that the conditions specified in Section 9.3 have executed the same;been fulfilled. (b) At the Registration Rights Agreement dated Acquisition Closing, (i) PubCo shall deliver or cause to be delivered to the Company: (1) copies of the written resignations of (A) all of the directors and officers of PubCo and Xxxxxx Sub 2, effective as of the Acquisition Effective Date among WIND Time and (B) of all the other parties thereto substantially in the form attached hereto directors and officers of SPAC and Merger Sub 1, effective as Exhibit C (the “Registration Rights Agreement”) duly executed by WIND and such of the other parties thereto as have executed the sameInitial Merger Effective Time; (c2) copies of resolutions of the Tax Receivable Agreement dated board of directors of Merger Sub 1 changing the bank signatories of Merger Sub 1, effective as of the Acquisition Effective Date among WINDTime, to the Persons specified in a written notice given by the Company and to PubCo prior to the other parties thereto substantially in the form attached hereto as Exhibit D (the “Tax Receivable Agreement”) duly executed by WIND, the Company and such of the other parties thereto as have executed the same; (d) The Agreement and Plan of Merger dated as of the Acquisition Effective Date among WIND, the Company, D. E. Shaw MWPH Acquisition Holdings, L.L.C. and the Blocker LLCs party thereto substantially in the form attached hereto as Exhibit E (the “Blocker Merger Agreement”) duly executed by WIND, the Company and the other parties theretoTime; and (eii) The Nominating Agreement dated PubCo shall pay or cause to be paid by wire transfer of immediately available funds (i) all accrued and unpaid Company Transaction Expenses and (ii) all accrued and unpaid SPAC Transaction Expenses, each as set forth on a written statement to be delivered to PubCo by or on behalf of the Effective Date among WINDCompany and SPAC, D. E. Shaw MWP respectively, not less than two Business Days prior to the Acquisition HoldingsClosing Date, L.L.C., D. E. Shaw MWPH Acquisition Holdings, L.L.C. which shall include the respective amounts and Madison Dearborn Capital Partners IV, L.P. substantially in wire transfer instructions for the form attached hereto as Exhibit F (the “Nominating Agreement”) duly executed by WIND and the other parties theretopayment thereof.

Closing Deliverables. Immediately after Equity Holder and Seller will have received the Effective Time, WIND shall deliver, or cause following: (i) Prior to the Date of Inventory (but to be delivered, to the parties thereto, the following documents (collectively, the “Closing Deliverables”): (a) the Exchange Agreement dated and effective as of the Effective Date among WINDClosing), the Company and the other parties thereto substantially Closing Statement in the form attached hereto as Exhibit B executed by the Buyer; (ii) Prior to the “Exchange Agreement”Date of Inventory (but to be dated and effective as of the Closing), executed assignment and assumption agreement with respect to the Assigned Contracts, in form and substance reasonably acceptable to Equity Holder, executed by the Buyer; (iii) Prior to the Date of Inventory, a certificate, duly executed by WINDan authorized officer of Buyer, certifying that Seller has satisfied the Company and such of the other parties thereto as have executed the sameconditions set forth in Section 8(a); (biv) Prior to the Registration Rights Agreement Date of Inventory (but to be dated and effective as of the Effective Date among WIND and Closing), the other parties thereto substantially Escrow Agreement in the form attached hereto as Exhibit C (the “Registration Rights Agreement”) duly executed by WIND the Buyer and such of the other parties thereto as have executed the sameEscrow Agent; (cv) An amount of cash equal to the Tax Receivable Agreement dated as Closing Payment, less the Holdback Amount, Seller’s portion of the Effective Date among WINDfee due to the Escrow Agent, and any amounts paid directly to Seller’s secured creditors, provided that Buyer shall have no requirement to pay any amount due hereunder prior to the Company and the other parties thereto substantially in the form attached hereto as Exhibit D (the “Tax Receivable Agreement”) duly executed by WIND, the Company and such satisfaction or waiver of the other parties thereto as have executed the sameconditions precedent set forth in Section 7 hereof; (dvi) The Agreement and Plan Prior to the Date of Merger Inventory, a certificate of good standing from the jurisdiction where Buyer has been incorporated, which such certificate of good standing shall be dated as no more than ten (10) days prior to the Date of the Effective Date among WIND, the Company, D. E. Shaw MWPH Acquisition Holdings, L.L.C. and the Blocker LLCs party thereto substantially in the form attached hereto as Exhibit E (the “Blocker Merger Agreement”) duly executed by WIND, the Company and the other parties theretoInventory; and (evii) The Nominating Agreement dated as of the Effective Date among WINDSuch other documents, D. E. Shaw MWP Acquisition Holdings, L.L.C., D. E. Shaw MWPH Acquisition Holdings, L.L.C. and Madison Dearborn Capital Partners IV, L.P. substantially instruments or certificates required to be delivered in the form attached hereto as Exhibit F (the “Nominating connection with Buyer’s obligations under this Agreement”) duly executed by WIND and the other parties thereto.

Closing Deliverables. Immediately after the Effective Time, WIND shall deliver, or cause to be delivered, to the parties thereto, the following documents (collectively, the “Closing Deliverables”): (a) On the Exchange Agreement dated as Closing Date, Party A shall deliver to Party B the following documents: (i) a certificate to confirm that the Closing Date Payment has been fully paid by Party B and Party B shall be the owner of the Effective Date among WINDTarget Assets; (ii) all the seals, chops and legal documents relating to the Company Target Assets, include but not be limited to the constitutive documents, qualification, licenses and tax relating documents; (iii) a receipt signed by Party B for the other parties thereto substantially in the form attached hereto as Exhibit B (the “Exchange Agreement”) duly executed by WIND, the Company and such confirmation of the transfer of Movable Property as set forth in section 3.1 (a) of this Agreement; (iv) the Third Party Consents as set forth in section 3.1 (b) of this Agreement; (v) documents issued by PRC authorities indicating the acceptance of the application for the transfer of Intellectual Property as set forth in section 3.1 (d) of this Agreement; (vi) a certificate confirming that it has terminated all the labor contracts with the Transferred Employees (as defined hereinafter) and all severance payments resulting therefrom and all other parties thereto as costs and liabilities arising out of or in connection with the termination of such employment contracts have executed been paid to Party B; (vii) a certificate signed by a duly authorized officer to the same;effect that the conditions set forth in this Agreement have been satisfied. (b) On the Registration Rights Agreement dated as of Closing Date, Party B shall deliver to Party A the Effective Date among WIND and following documents: (i) a certificate confirming that it has hired all the other parties thereto substantially in the form attached hereto as Exhibit C (the “Registration Rights Agreement”) duly executed Transferred Employees by WIND and executing labor contract with such of the other parties thereto as have executed the sameemployees; (cii) a certificate confirming that it has received the Tax Receivable Agreement dated as of the Effective Date among WIND, the Company and the other parties thereto substantially in the form attached hereto as Exhibit D (the “Tax Receivable Agreement”) duly executed by WIND, the Company and such of the other parties thereto as have executed the sameTarget Assets; (diii) The a certificate signed by a duly authorized officer to the effect that the conditions set forth in this Agreement and Plan of Merger dated as of the Effective Date among WIND, the Company, D. E. Shaw MWPH Acquisition Holdings, L.L.C. and the Blocker LLCs party thereto substantially in the form attached hereto as Exhibit E (the “Blocker Merger Agreement”) duly executed by WIND, the Company and the other parties thereto; and (e) The Nominating Agreement dated as of the Effective Date among WIND, D. E. Shaw MWP Acquisition Holdings, L.L.C., D. E. Shaw MWPH Acquisition Holdings, L.L.C. and Madison Dearborn Capital Partners IV, L.P. substantially in the form attached hereto as Exhibit F (the “Nominating Agreement”) duly executed by WIND and the other parties theretohave been satisfied.

Closing Deliverables. Immediately after the Effective Time, WIND shall deliver, or cause to be delivered, to the parties thereto, the following documents (collectively, the “Closing Deliverables”): (a) At the Exchange Agreement dated as Closing, the Sellers shall deliver to Buyer the following: (i) the xxxx of sales (the “Xxxx of Sales”) duly executed by the respective Seller, transferring the respective Purchased Assets to Buyer; (ii) the assignment and assumption agreements (the “Assignment and Assumption Agreements”) duly executed by the respective Seller, effecting the assignment to and assumption by Buyer of the Effective Date among WINDrespective Purchased Assets and the Assumed Liabilities; (iii) copies of all consents, approvals, waivers and authorizations referred to in Section 3.02 of the disclosure schedules (“Disclosure Schedules”); (iv) a certificate from each of the Sellers by an officer (or equivalent officer) of the respective Seller certifying as to the resolutions of the board of directors of the respective Seller, duly adopted and in effect, which authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby; and (v) such other customary instruments of transfer, assumption, filings or documents, in form and substance reasonably satisfactory to Buyer, as may be required to give effect to this Agreement. (b) At the Closing, Buyer shall deliver to the Sellers, as applicable, the Company following: (i) the WT Cash Consideration and the other parties thereto XX Xxxx Consideration; (ii) the Stock Consideration by issuance to Buyer’s transfer agent of irrevocable instructions to issue and deliver to WT certificates representing the Stock Consideration (except for any Escrow Shares that will be placed in the escrow pursuant to the Escrow Agreement); (iii) the Assignment and Assumption Agreements duly executed by Buyer; (iv) an opinion of counsel of WT substantially in the form attached hereto as Exhibit B A; (v) a certificate of an officer (or equivalent officer) of Buyer certifying as to (A) the “Exchange Agreement”resolutions of the board of directors of Buyer, duly adopted and in effect, which authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby, and (B) the names and signatures of the officers of Buyer authorized to sign this Agreement and the documents to be delivered hereunder; (vi) the Xxxx of Sales duly executed by WIND, the Company and such of the other parties thereto as have executed the same; (b) the Registration Rights Agreement dated as of the Effective Date among WIND and the other parties thereto substantially in the form attached hereto as Exhibit C (the “Registration Rights Agreement”) duly executed by WIND and such of the other parties thereto as have executed the same; (c) the Tax Receivable Agreement dated as of the Effective Date among WIND, the Company and the other parties thereto substantially in the form attached hereto as Exhibit D (the “Tax Receivable Agreement”) duly executed by WIND, the Company and such of the other parties thereto as have executed the same; (d) The Agreement and Plan of Merger dated as of the Effective Date among WIND, the Company, D. E. Shaw MWPH Acquisition Holdings, L.L.C. and the Blocker LLCs party thereto substantially in the form attached hereto as Exhibit E (the “Blocker Merger Agreement”) duly executed by WIND, the Company and the other parties theretoBuyer; and (evii) The Nominating Agreement dated the amounts outstanding and due under the Loan (as of the Effective Date among WIND, D. E. Shaw MWP Acquisition Holdings, L.L.C., D. E. Shaw MWPH Acquisition Holdings, L.L.C. and Madison Dearborn Capital Partners IV, L.P. substantially in the form attached hereto as Exhibit F (the “Nominating Agreement”hereinafter defined) duly executed by WIND and the other parties theretoto WT.

Closing Deliverables. Immediately (a) The closing of the transactions contemplated by this Agreement, including the purchase and sale of the Shares and the payment by the Purchaser of the remainder of the Purchase Price after excluding the Effective TimeInitial Payment paid in accordance with Section 1.3, WIND consisting of the Step 1 Closing, Step 2 Closing and Step 3 Closing (each a “Closing”), shall delivertake place remotely via the exchange of documents and electronic signatures as follows: (i) the Step 1 Closing shall take place on the date of this Agreement, provided that all conditions set forth in Article V (except those conditions that are to be satisfied or waived at the Closing, but subject to the satisfaction or waiver of such conditions at such time) shall have been satisfied or waived by the party entitled to the benefit of the same, at 10:00 A.M., Japanese standard time, or on such date or at such other time and place as the Sellers and the Purchaser shall mutually agree upon, orally or in writing (the date on which the Step 1 Closing occurs, the “Step 1 Closing Date”). (ii) the Step 2 Closing shall take place on the date as the Sellers and the Purchasers shall mutually agree upon, orally or in writing, which in no event shall be later than the ADR Execution Date, provided that all conditions set forth in Article V (except those conditions that are to be satisfied or waived at the Closing, but subject to the satisfaction or waiver of such conditions at such time) shall have been satisfied or waived by the party entitled to the benefit of the same, at 10:00 A.M., Japanese standard time, or on such date or at such other time and place as the Sellers and the Purchaser shall mutually agree upon, orally or in writing (the date on which the Step 2 Closing occurs, the “Step 2 Closing Date”). (iii) the Step 3 Closing shall take place on the date as the Sellers and the Purchasers shall mutually agree upon, orally or in writing, which shall be on or prior to March 20, 2019 and which in no event shall be later than the Long-Stop Date, provided that all conditions set forth in Article V (except those conditions that are to be satisfied or waived at the Closing, but subject to the satisfaction or waiver of such conditions at such time) shall have been satisfied or waived by the party entitled to the benefit of the same, at 10:00 A.M., Japanese standard time, or on such date or at such other time and place as the Sellers and the Purchaser shall mutually agree upon, orally or in writing (the date on which the Step 3 Closing occurs, the “Step 3 Closing Date”). Each of the Step 1 Closing Date, Step 2 Closing Date and the Step 3 Closing Date may herein be referred to as a “Closing Date.” (b) Prior to the execution of this Agreement on February 18, 2019, TC3 G.K., a Japanese limited liability company, transferred JPY 1,617,659,881 (representing the Japanese yen equivalent of the Indebtedness) on behalf of the Purchaser to a bank account of Sky Solar Japan Co., Ltd. mutually agreed by the Parties (the “Step 1 Payment”). (c) The Purchaser shall transfer or cause to be delivered, to the parties thereto, the following documents (collectively, the “Closing Deliverables”): (a) the Exchange Agreement dated as transferred a portion of the Effective Date among WIND, the Company and the other parties thereto substantially in the form attached hereto as Exhibit B Consideration equal to US$12,134,212.68 (the “Exchange AgreementRemaining ADSs Consideration”) duly executed by WIND, the Company and such a portion of the other parties thereto as have executed the same; (b) the Registration Rights Agreement dated as of the Effective Date among WIND and the other parties thereto substantially in the form attached hereto as Exhibit C Consideration equal to US$9,353,613.07 (the “Registration Rights AgreementOrdinary Share Consideration”) duly executed by WIND and such of the other parties thereto as have executed the same;follows: (ci) On or prior to the Tax Receivable Agreement dated as of Step 2 Closing Date, transfer or cause to be transferred the Effective Date among WIND, Remaining ADSs Consideration into the Company and bank account or accounts notified to the other parties thereto substantially in Purchaser by the form attached hereto as Exhibit D Sellers (the “Tax Receivable AgreementStep 2 Payment”); and (ii) duly executed On or prior to the Step 3 Closing Date, transfer or cause to be transferred the Ordinary Shares Consideration into the bank account or accounts notified to the Purchaser by WIND, the Company and such of Sellers (the other parties thereto as have executed the same;“Step 3 Payment”). (d) The Agreement and Plan If any portion of Merger dated the Initial Payment was made in Japanese yen in lieu of U.S. dollars, the Consideration shall be adjusted such that the sum of (i) the portion of the Initial Payment denominated in U.S. dollars, (ii) the portion of the Initial Payment denominated in Japanese yen (converted into U.S. dollars using the prevailing exchange rate as of the Effective Date among WIND, date the Company, D. E. Shaw MWPH Acquisition Holdings, L.L.C. Initial Payment is made) and (iii) the Blocker LLCs party thereto substantially Consideration equals the Purchase Price denominated in the form attached hereto as Exhibit E (the “Blocker Merger Agreement”) duly executed by WIND, the Company and the other parties thereto; and (e) The Nominating Agreement dated as of the Effective Date among WIND, D. E. Shaw MWP Acquisition Holdings, L.L.C., D. E. Shaw MWPH Acquisition Holdings, L.L.C. and Madison Dearborn Capital Partners IV, L.P. substantially in the form attached hereto as Exhibit F (the “Nominating Agreement”) duly executed by WIND and the other parties theretoU.S. dollars.

Closing Deliverables. Immediately after the Effective Time, WIND shall deliver, or cause to be delivered, to the parties thereto, the following documents (collectively, the “Closing Deliverables”): (a) At the Exchange Agreement Closing, Venaxis shall deliver to the Seller the following: (i) subject to Section 2.03, the Purchase Price; (ii) the duly stamped and executed share transfer form evidencing the transfer of the Strand Shares from Seller to Venaxis; (iii) a Secretary's Certificate, dated as of the Effective Date among WINDClosing Date, the Company certifying attached copies of (A) Venaxis' charter documents, (B) resolutions of Venaxis' board approving this Agreement and the other parties thereto substantially in transactions contemplated herein and (C) the form attached hereto incumbency of each authorized officer signing this Agreement; and (iv) a certificate, dated as Exhibit B (the “Exchange Agreement”) duly executed by WIND, the Company and such of the other parties thereto as Closing Date, signed by a duly authorized officer of Venaxis, that each of the conditions set forth in Section 5.02(b) and Section 5.02(c) have executed the same;been satisfied. (b) At the Registration Rights Agreement Closing, Seller shall deliver to Venaxis the following: (i) the original duly stamped share certificate(s) representing the Strand Shares issued in the name of Seller (the "Strand Share Certificates") duly endorsed by Strand transferring the Strand Shares to Venaxis; (ii) [a Secretary's Certificate, dated as of the Effective Date among WIND Closing Date, certifying attached copies of (A) Seller's charter documents, (B) resolutions of Seller's board approving this Agreement and the other parties thereto substantially transactions contemplated herein and (C) the incumbency of each authorized officer signing this Agreement; and] (iii) [an opinion, dated as of the Closing Date, issued by Ernst & Young LLP confirming the capital gains/ capital loss incidence to Seller from the sale of the Strand Shares and consequently confirming the amount of withholding tax to be deducted and paid by Venaxis (through Strand) to the Indian tax authorities in case of capital gains arising to Seller, or confirming that there is no obligation on Venaxis to withhold tax from the form attached hereto as Exhibit C Purchase Price under the Income Tax Act, 1961 (the “Registration Rights Agreement”"Tax Act") duly executed by WIND and such in case of a capital loss or in case there is neither a capital loss nor a capital gain arising to Seller; and] (iv) a certificate, dated as of the Closing Date, signed by [a duly authorized officer of] the Seller, that each of the conditions set forth in Section 5.03(b) and Section 5.03(c) have been satisfied; and (v) [a properly executed IRS Form W-8BEN, W-8BEN-E, or other parties thereto as have executed applicable successor form, establishing Seller's exemption from withholding under Section 1471-1474 of the same;Code.] (c) At the Tax Receivable Agreement dated as Closing, Seller shall deliver to Strand the following with instructions to Strand to give effect to such documents immediately: (i) the duly stamped and executed share transfer form (which has been counter-signed by Venaxis) evidencing the transfer of the Effective Date among WIND, Strand Shares from Seller to Venaxis; (ii) [the Company executed FC-TRS Documentation duly certified by the Seller's authorised dealer bank;] and (iii) confirmation of continued effectiveness of the Consent and the other parties thereto substantially in the form attached hereto as Exhibit D (the “Tax Receivable Agreement”) duly Waiver executed by WIND, Seller to give effect to the Company and such terms of the other parties thereto as have executed the same;Section 2.04. (d) The Agreement and Plan of Merger dated as [At the Closing, Seller shall cause Strand to convene a meeting of the Effective Date among WIND, Board of Directors of Strand in order to take the Company, D. E. Shaw MWPH Acquisition Holdings, L.L.C. actions as listed below: (i) approve the transfer of the Strand Shares from Seller to Venaxis and approve the amendment to the register of members and the Blocker LLCs party thereto substantially in share transfer register of Strand to reflect Venaxis as the form attached hereto as Exhibit E (owner of the “Blocker Merger Agreement”) duly executed by WIND, the Company and the other parties theretoStrand Shares; and (ii) approve amendment to the articles of association of Strand to delete the terms of the Restated Shareholders' Agreement dated December 22, 2014.] (e) The Nominating [After conducting a meeting of the Board of Directors of Strand as mentioned above, Seller shall cause Strand to convene a shareholders' meeting of Strand in order to approve amendment to the articles of association of Strand to delete the terms of the Restated Shareholders' Agreement dated December 22, 2014 and to appoint such persons as directors of Strand as recommended by Venaxis.] (f) At the Closing, Seller shall cause Strand to amend the register of members and the share transfer register of Strand to reflect Venaxis as the owner of Strand Shares, to amend the register of directors to reflect appointment of the Effective Date among WIND, D. E. Shaw MWP Acquisition Holdings, L.L.C., D. E. Shaw MWPH Acquisition Holdings, L.L.C. directors nominated by Venaxis and Madison Dearborn Capital Partners IV, L.P. substantially in to file such forms with the form attached hereto registrar of companies as Exhibit F (may be required to give effect to the “Nominating Agreement”) duly executed resolutions passed by WIND the Board of Directors of Strand and the other parties theretoshareholders of Strand.

Closing Deliverables. Immediately after the Effective Time, WIND shall deliver, or cause to be delivered, to the parties thereto, the following documents (collectively, the “Closing Deliverables”): (a) At the Exchange Agreement dated as of Closing, Sellers shall deliver to Buyer the Effective Date among WINDfollowing: (i) this Agreement, the Company and the other parties thereto substantially duly executed by each Seller; (ii) a stock power in the form of Exhibit B hereto and duly executed by each Seller, effecting the assignment to Buyer of the Purchased Stock; (iii) copies of all consents, approvals, waivers, pay off letters, releases, Form UCC-3 terminations, and authorizations referred to in Section 2.02(a)(iii) of the Disclosure Schedules, or such other evidence that Company Indebtedness has been satisfied prior to Closing, in each such case satisfactory to Buyer; (iv) a certificate pursuant to Treasury Regulations Section 1.1445-2(b) that each Seller is not a “foreign person” within the meaning of Section 1445 of the Internal Revenue Code duly executed by such Seller; (v) a certificate of the Secretary or Assistant Secretary (or equivalent officer) of Company certifying as to (A) the resolutions of the board of directors and shareholders of Company, duly adopted and in effect, which authorize the execution, delivery and performance of this Agreement, the documents to be delivered hereunder and the transactions described herein; (B) the certificate of formation and bylaws of Company, including all amendments thereto, each as in effect as of immediately prior to the Closing; and (C) the names and signatures of officers of Company authorized to sign the documents to be delivered by Company hereunder; (vi) a release of each Seller in the form of Exhibit C hereto; (vii) the Funds Flow Agreement (the “Funds Flow”), duly executed by each Seller, the final form of which is attached hereto as Exhibit B D; (viii) the Lock-Up Letter Agreements (the “Exchange AgreementLock-Up Agreements”) ), the final forms of which are attached hereto as Exhibit E, duly executed by WINDeach such Seller; (ix) Evidence of the termination and cancellation, effective as of the Closing Date and subject to Closing, of that certain GTS Transition Agreement for Management Ownership entered into on or about March 30, 2018; (x) Evidence of the termination and cancellation, effective as of the Closing Date and subject to Closing, of each and every 2018 Other Keymen Stock Ownership Agreement (executed at various dates) by and among the Company, Gxxxxx and the Passive Sellers, as amended and supplemented; (xi) Evidence of the termination and cancellation, effective as of the Closing Date and subject to Closing, of that certain Voting Trust Agreement dated as March 30, 2018 by and among the Company, Gxxxxx and the Active Sellers, as amended and supplemented; (xii) Evidence of the termination and cancellation, effective as of the Closing Date and subject to Closing, of that certain Voting Trust Agreement (for other Keymen), in each and every version, by and among the Company, Gxxxxx and each of the Passive Sellers, as amended and supplemented; (xiii) a copy of the employment agreements by and between Company and each of McCracken, Martin, and Mxxxx (each, an “Employment Agreement”), duly executed by the applicable employee; (xiv) such other customary instruments of transfer, assumption, filings or documents, in form and substance reasonably satisfactory to Buyer, as may be required to give effect to this Agreement; (xv) a copy of the governing documents of Company, the Company minute books of Company, and such the record books and equity ledgers relating to the organization, ownership and maintenance of Company, in each case, to the extent in Company’s possession; and (xvi) all of the financial and accounting records, documents, files, memoranda and other parties thereto as have executed material papers relating exclusively to Company (other than those records which Sellers are required to keep by Law), in each case, to the same;extent in Company’s possession. (b) At the Registration Rights Agreement dated Closing, Buyer shall deliver to Sellers the following: (i) this Agreement, duly executed by Buyer; (ii) the Closing Cash set forth in Section 1.02(b)(i) by wire transfer of immediately available funds to the Dxxx Xxxx Fxxxxxx Trust IOLTA account as of set forth on the Effective Date among WIND and the other parties thereto substantially in the form Funds Flow attached hereto as Exhibit C D; (iii) the “Registration Rights Agreement”) Lock-Up Agreements, duly executed by WIND and such of the other parties thereto as have executed the sameBuyer; (civ) restricted stock certificates of Buyer evidencing the Tax Receivable Agreement dated as of the Effective Date among WINDClosing Stock Consideration, the Company and the other parties thereto substantially in the form attached hereto as Exhibit D (the “Tax Receivable Agreement”) each duly executed by WINDthe President (or equivalent authorized officers) of Buyer or, a copy of irrevocable instructions to Buyer’s transfer agent to issue the Company and such of the other parties thereto as have executed the sameClosing Stock Consideration to each Seller pursuant to Section 1.02 hereof; (dv) The a certificate of the Secretary or Assistant Secretary (or equivalent officer) of Buyer certifying as to (A) the resolutions of the board of directors of Buyer, duly adopted and in effect, which authorize the execution, delivery and performance of this Agreement, the documents to be delivered hereunder and the transactions described herein; (B) the articles of incorporation and bylaws of Buyer, including all amendments thereto, each as in effect as of immediately prior to the Closing; and (C) the names and signatures of officers of Buyer authorized to sign this Agreement and Plan the documents to be delivered hereunder; (vi) a copy of Merger dated as of the Effective Date among WINDeach Employment Agreement, the Company, D. E. Shaw MWPH Acquisition Holdings, L.L.C. and the Blocker LLCs party thereto substantially in the form attached hereto as Exhibit E (the “Blocker Merger Agreement”) each duly executed by WIND, the Company and the other parties thereto; and (e) The Nominating Agreement dated as an authorized signatory of the Effective Date among WIND, D. E. Shaw MWP Acquisition Holdings, L.L.C., D. E. Shaw MWPH Acquisition Holdings, L.L.C. and Madison Dearborn Capital Partners IV, L.P. substantially in the form attached hereto as Exhibit F (the “Nominating Agreement”) duly executed by WIND and the other parties thereto.Company;

Closing Deliverables. Immediately after (a) At the Effective Time, WIND Initial Closing, (i) the Company shall deliver, deliver or cause to be delivereddelivered to SPAC, to a certificate signed by an authorized director or officer of the parties theretoCompany, the following documents (collectively, the “Closing Deliverables”): (a) the Exchange Agreement dated as of the Initial Closing Date, certifying that the conditions specified in Section 9.2 have been fulfilled; (ii) PubCo shall deliver or cause to be delivered to SPAC, evidence of the appointment of the SPAC Director as a director on the board of directors of PubCo in accordance with Section 2.2(f), effective as of the Initial Merger Effective Date among WINDTime; (iii) SPAC shall deliver or cause to be delivered to the Company, (1) a certificate signed by an authorized director or officer of SPAC, dated as of the Company and Initial Closing Date, certifying that the other parties thereto substantially conditions specified in Section 9.3 have been fulfilled; and (2) a copy of the form attached hereto as Exhibit B (the “Exchange Agreement”) resignation letter, duly executed by WINDthe SPAC Director, providing for the SPAC Director’s automatic resignation from the board of directors of the Surviving Company upon the Acquisition Effective Time. (iv) Merger Sub 1 shall deliver or cause to be delivered to SPAC, evidence of the appointment of the SPAC Director as a director on the board of directors of the Surviving Company in accordance with Section 2.2(g), effective as of the Initial Merger Effective Time. (v) the Company shall deliver or cause to be delivered to SPAC and such of PubCo, a share surrender form duly executed by the other parties thereto as have executed the same;PubCo Initial Shareholder surrendering all Surrender Shares to PubCo in accordance with Section 2.2(i). (b) At the Registration Rights Acquisition Closing, the Surviving Company (as the surviving company in the Initial Merger) shall: (i) cause any documents, opinions and notices required to be delivered to the Trustee pursuant to the Trust Agreement dated as to be so delivered; (ii) pay, or cause the Trustee to pay at the direction and on behalf of the Effective Date among WIND Surviving Company, by wire transfer of immediately available funds from the Trust Account (A) as and when due all amounts payable on account of the other parties thereto substantially SPAC Shareholder Redemption Amount to former SPAC Shareholders pursuant to their exercise of the SPAC Shareholder Redemption Right, (B) all accrued and unpaid Company Transaction Expenses and all accrued and unpaid SPAC Transaction Expenses, each as set forth on a written statement to be delivered to PubCo by or on behalf of the Company and SPAC, respectively, not less than two (2) Business Days prior to the Acquisition Closing Date, which shall include the respective amounts and wire transfer instructions for the payment thereof, and (C) immediately thereafter, all remaining amounts then available in the form attached hereto as Exhibit C Trust Account (if any) (the “Registration Rights AgreementRemaining Trust Fund Proceeds”) duly executed to a bank account designated by WIND the Surviving Company for its immediate use, subject to this Agreement and such of the other parties thereto Trust Agreement; and (iii) thereafter, the Trust Account shall terminate, except as have executed otherwise provided in the same;Trust Agreement. (c) If a bank account of PubCo or any of its Subsidiaries is designated by the Tax Receivable Agreement dated as Surviving Company under Section 2.4(b)(ii), the payment of the Effective Date among WINDRemaining Trust Fund Proceeds to such bank account may be treated as (i) an advance from the Surviving Company to PubCo or such Subsidiary of PubCo, or (ii) a dividend from the Surviving Company and to PubCo, in each case, as determined by the other parties thereto substantially Surviving Company in the form attached hereto as Exhibit D (the “Tax Receivable Agreement”) duly executed by WINDits sole discretion, the Company and such of the other parties thereto as have executed the same; (d) The Agreement and Plan of Merger dated as of the Effective Date among WIND, the Company, D. E. Shaw MWPH Acquisition Holdings, L.L.C. and the Blocker LLCs party thereto substantially in the form attached hereto as Exhibit E (the “Blocker Merger Agreement”) duly executed by WIND, the Company and the other parties thereto; and (e) The Nominating Agreement dated as of the Effective Date among WIND, D. E. Shaw MWP Acquisition Holdings, L.L.C., D. E. Shaw MWPH Acquisition Holdings, L.L.C. and Madison Dearborn Capital Partners IV, L.P. substantially in the form attached hereto as Exhibit F (the “Nominating Agreement”) duly executed by WIND and the other parties theretosubject to applicable Laws.

Closing Deliverables. Immediately after the Effective Time, WIND shall deliver, On or cause to be delivered, prior to the parties theretoClosing Date, Seller shall have delivered to Purchaser all of the following documents (collectively, the “Closing Deliverables”):following: (a) a certificate from Seller in a form reasonably satisfactory to Purchaser, dated the Exchange Closing Date, stating that the preconditions specified in Sections 7.1, 7.2 and 7.3 have been satisfied; (b) copies of resolutions, certified by the Secretary of Seller, of Seller's board of directors and stockholders approving this Agreement dated as and the transactions contemplated by this Agreement; (c) certificates of the Effective Date among WINDSecretary of State of the State of Delaware and all other states where any of the Acquired Companies are qualified to do business providing that such Acquired Company is in good standing, except where any failure to be so qualified to do business, individually or in the Company aggregate, would not give rise to a Material Adverse Effect; (d) a copy of the certificate of incorporation or equivalent governing document for each Acquired Company, certified by the appropriate authority in the jurisdiction in which such entity was incorporated or organized; (e) a copy of the bylaws or equivalent governing document for each Acquired Company, certified by an officer of such Acquired Company; (f) all stock certificates and other instruments evidencing ownership of each of the Acquired Companies; (g) all minutes books, stock books, ledgers and registers, corporate seals and other parties thereto corporate records relating to the organization, ownership and maintenance of each Acquired Company; (h) a counterpart executed copy of an assignment agreement in substantially in the form attached hereto as Exhibit EXHIBIT B (of Seller's indemnification rights related to the “Exchange Acquired Companies under the Asset Purchase Agreement”) duly executed , dated as of December 19, 1999, by WINDand among StaffMark, the Company Inc., StaffMark Acquisition Corporation Seventeen, ClinForce, L.L.C. and such of the other parties thereto as have executed the sameXxxxx Xxxxxxx Associates, Inc.; (bi) resignation letters delivered by members of the Registration Rights Agreement dated Board of Directors of each Acquired Company, effective as of the Effective Date among WIND and the other parties thereto substantially in the form attached hereto as Exhibit C (the “Registration Rights Agreement”) duly executed by WIND and such of the other parties thereto as have executed the sameClosing; (cj) the Tax Receivable Agreement dated as a legal opinion (subject to certain qualifications and assumptions) of counsel to Seller that such counsel is of the Effective Date among WIND, opinion that the Company Transaction Documents have been duly authorized by Seller and the other parties thereto substantially are enforceable against Seller in the form attached hereto as Exhibit D (the “Tax Receivable Agreement”) duly executed by WIND, the Company and such of the other parties thereto as have executed the same; (d) The Agreement and Plan of Merger dated as of the Effective Date among WIND, the Company, D. E. Shaw MWPH Acquisition Holdings, L.L.C. and the Blocker LLCs party thereto substantially in the form attached hereto as Exhibit E (the “Blocker Merger Agreement”) duly executed by WIND, the Company and the other parties theretoaccordance with applicable law; and (ek) The Nominating Agreement dated such other documents or instruments as of Purchaser may reasonably request to effect the Effective Date among WIND, D. E. Shaw MWP Acquisition Holdings, L.L.C., D. E. Shaw MWPH Acquisition Holdings, L.L.C. and Madison Dearborn Capital Partners IV, L.P. substantially in the form attached hereto as Exhibit F (the “Nominating Agreement”) duly executed by WIND and the other parties theretotransactions contemplated hereby.

Closing Deliverables. Immediately after the Effective Time, WIND shall deliver, or cause to be delivered, to the parties thereto, the following documents (collectively, the “Closing Deliverables”): (a) Each Seller shall make the Exchange following deliveries: (i) at each Closing, the Seller shall deliver to the Company the stock certificate(s) representing (A) the Initial Shares with respect to the Initial Closing, or (B) the applicable number of Subsequent Shares being acquired by the Purchaser with respect to a Subsequent Closing, in each case, if in the Seller’s possession, or otherwise authorizes the Company to remove any such stock certificates from escrow for cancellation and reissuance to the Purchaser with respect to such Closing and to hold in escrow the remaining certificates pursuant to Section 1.4 below, (ii) for the Initial Closing, each Seller shall deliver to the Purchaser a duly authorized and executed copy of this Agreement and a properly completed and executed IRS Form W-9 or IRS Form W- 8BEN, as applicable, from the Seller and (iii) on the date hereof, any director appointed or designated by the Seller to the Company’s board of directors shall have delivered a resignation letter, effective as of the date hereof, in the form attached hereto as Exhibit C, or the Seller shall have otherwise removed such director from the Company’s board of directors (the “Resignation”). On or prior to the Initial Closing, Seller shall execute and deliver such additional documents and take such further actions as may be reasonably required to carry out the Resignation and the forfeiture of the right under the Company’s Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) of the holders of Series B Preferred Stock, voting as a separate class, to elect a member of the Company’s board of directors (the “Director Election Right’), including executing an amendment to the Voting Agreement and providing written consent to a stockholder consent to approve an amendment to the Certificate of Incorporation to remove Sellers’ right to designate a member of the Company’s board of directors and the Director Election Right, respectively. (b) The Purchaser shall make the following deliveries: (i) at the Initial Closing, the Purchaser shall deliver the Initial Purchase Price to the Sellers, and (ii) at each Subsequent Closing, the Purchaser shall deliver the applicable purchase price (based on the Subsequent Share Purchase Price per Subsequent Share being acquired at such Subsequent Closing), in each case, by wire transfer of immediately available funds to the account(s) designated in writing by the Sellers; (ii) Purchaser shall deliver to the Sellers a duly authorized and executed copy of this Agreement at the Initial Closing; (iii) at the Initial Closing, the Purchaser shall execute and deliver to the Company a counterpart signature page, in the form attached hereto as Exhibit D, to become party to the Amended and Restated Investors’ Rights Agreement, dated as of the Effective Date December 9, 2022, by and among WIND, the Company and the other parties thereto substantially (as it may be amended, restated, supplemented or otherwise modified from time to time, the “Investors’ Rights Agreement”), whereupon the Purchaser shall be bound by all the provisions thereof as an “Investor” thereunder; and (iv) at the Initial Closing, the Purchaser shall execute and deliver to the Company a counterpart signature page, in the form attached hereto as Exhibit B (E, to the “Exchange Amended and Restated Voting Agreement”) duly executed by WIND, the Company and such of the other parties thereto as have executed the same; (b) the Registration Rights Agreement dated as of the Effective Date March 14, 2023, by and among WIND and the other parties thereto substantially in the form attached hereto as Exhibit C (the “Registration Rights Agreement”) duly executed by WIND and such of the other parties thereto as have executed the same; (c) the Tax Receivable Agreement dated as of the Effective Date among WIND, the Company and the other parties thereto substantially in the form attached hereto (as Exhibit D (it may be amended, restated, supplemented or otherwise modified from time to time, the “Tax Receivable Voting Agreement”) duly executed by WIND,” and together with the Investors’ Rights Agreement, the Company and such of “Stockholder Agreements”), whereupon the other parties thereto Purchaser shall be bound by all the provisions thereof as have executed the same; (d) The Agreement and Plan of Merger dated as of the Effective Date among WIND, the Company, D. E. Shaw MWPH Acquisition Holdings, L.L.C. and the Blocker LLCs party thereto substantially in the form attached hereto as Exhibit E (the an “Blocker Merger Agreement”) duly executed by WIND, the Company and the other parties thereto; and (e) The Nominating Agreement dated as of the Effective Date among WIND, D. E. Shaw MWP Acquisition Holdings, L.L.C., D. E. Shaw MWPH Acquisition Holdings, L.L.C. and Madison Dearborn Capital Partners IV, L.P. substantially in the form attached hereto as Exhibit F (the “Nominating Agreement”) duly executed by WIND and the other parties theretoInvestor” thereunder.

Closing Deliverables. Immediately after (a) At the Effective TimeSubscription Closing, WIND the Company shall deliver, or cause to be delivered, to the parties thereto, Purchaser the following documents (collectively, the “Closing Deliverables”):following: (ai) the Exchange Agreement a certificate, dated as of the Effective Subscription Closing Date among WINDand signed by a Manager of the Company, certifying that (A) attached thereto are true and complete copies of all resolutions adopted by the Company Company’s Managers authorizing the execution, delivery, and performance of this Agreement and the other parties thereto substantially in the form attached hereto as Exhibit B (the “Exchange Agreement”) duly executed by WIND, the Company and such consummation of the transactions contemplated hereby and thereby, and (B) all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby; and (ii) Such other parties thereto documents or instruments as have executed the same;Purchaser reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreement. (b) At the Registration Rights Subscription Closing the Purchaser shall deliver, or cause to be delivered to the Company the following: (i) The Joinder Agreement duly executed on behalf of the Purchaser reflecting the admission of the Purchaser as a Member; (ii) a certificate, dated as of the Effective Subscription Closing Date among WIND and signed by a duly authorized officer of Purchaser, certifying that (A) attached thereto are true and complete copies of all resolutions adopted by the board of directors of the Purchaser authorizing the execution, delivery, and performance of this Agreement and the other parties thereto substantially in the form attached hereto as Exhibit C (the “Registration Rights Agreement”) duly executed by WIND and such consummation of the transactions contemplated hereby, and (B) all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby; (iii) The Subscription Payment Amount; (iv) The KingsCrowd Warrant; and (v) Such other parties thereto documents or instruments as have executed the same;Company reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreement. (c) At the Tax Receivable Agreement Option Closing, the Company shall deliver, or cause to be delivered, to the Purchaser the following: (i) a certificate, dated as of the Effective Option Closing Date among WINDand signed by a Manager of the Company, certifying that (A) each of the Company conditions set forth in Section 8.1 and Section 8.2 have been satisfied, (B) attached thereto are true and complete copies of all resolutions adopted by the Company’s Managers authorizing the execution, delivery, and performance of this Agreement and the other parties thereto substantially in the form attached hereto as Exhibit D (the “Tax Receivable Agreement”) duly executed by WIND, the Company and such consummation of the transactions contemplated hereby and thereby, and (C) all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby; (ii) such other parties thereto documents or instruments as have executed the same;Purchaser reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreement. (d) At the Option Closing, the Purchaser shall deliver, or cause to be delivered to the Company, the following: (i) The Agreement and Plan of Merger Option Payment Amount; (ii) a certificate, dated as of the Effective Closing Date among WINDand signed by a duly authorized officer of Purchaser, certifying that (A) each of the Companyconditions set forth in Section 7.1 and Section 7.2 have been satisfied, D. E. Shaw MWPH Acquisition Holdings(B) attached thereto are true and complete copies of all resolutions adopted by the board of directors of the Purchaser authorizing the execution, L.L.C. delivery, and performance of this Agreement and the Blocker LLCs party thereto substantially consummation of the transactions contemplated hereby, and (C) all such resolutions are in full force and effect and are all the form attached hereto as Exhibit E resolutions adopted in connection with the transactions contemplated hereby and thereby; (the “Blocker Merger Agreement”iii) A duly executed by WIND, amended and restated limited liability company agreement of the Company and reflecting the redemption of the membership interests of all Members other parties theretothan the Purchaser; and (eiv) The Nominating Agreement dated such other documents or instruments as of the Effective Date among WIND, D. E. Shaw MWP Acquisition Holdings, L.L.C., D. E. Shaw MWPH Acquisition Holdings, L.L.C. Company may reasonably request and Madison Dearborn Capital Partners IV, L.P. substantially in are reasonably necessary to consummate the form attached hereto as Exhibit F (the “Nominating transactions contemplated by this Agreement”) duly executed by WIND and the other parties thereto.

Closing Deliverables. Immediately after (a) At the Effective TimeClosing, WIND Sellers shall deliverdeliver to Buyer the following: (i) a xxxx of sale in the form of Exhibit A hereto (the “Xxxx of Sale”) and duly executed by Sellers, transferring the tangible personal property included in the Purchased Assets to Buyer; (ii) an assignment and assumption agreement in the form of Exhibit B hereto (the “Assignment and Assumption Agreement”) and duly executed by Sellers, effecting the assignment to and assumption by Buyer of the Purchased Assets and the Assumed Liabilities; (iii) with respect to the Sparks, Nevada Owned Real Property, a limited warranty deed in the form of Exhibit C hereto (the “Deed”) and duly executed and notarized by Xxxxx; (iv) with respect to each Lease, an Assignment and Assumption of Lease substantially in the form of Exhibit D hereto (each, an “Assignment and Assumption of Lease”), duly executed by the respective Seller and, if necessary, such Seller’s signature shall be witnessed and/or notarized; (v) an assignment in the form of Exhibit E hereto (the “Intellectual Property Assignment”) and duly executed by Sellers, effecting the assignment to Buyer of the Intellectual Property Assets; (vi) the Seller Closing Certificate; (vii) the FIRPTA Certificate; (viii) the certificates of the Secretary or cause Assistant Secretary of each Seller required by Section 7.02(f) and Section 7.02(g); (ix) the Escrow Agreement duly executed by Sellers; (x) a trademark license agreement regarding the use of the “Xxxxx” name in form of Exhibit G attached hereto (the “Xxxxx Trademark License Agreement”) and duly executed by Xxxxx; (xi) a trademark license agreement regarding the use of the “Akro-Mils” name in form of Exhibit I attached hereto (the “Akro-Mils Trademark License Agreement”) and duly executed by Xxxxx; (xii) the Transition Services Agreement duly executed by Sellers; (xiii) original stock certificates, free and clear of all Encumbrances (other than Encumbrances arising in respect of the Financing), together with stock powers duly executed in blank for Grower Express; (xiv) an assignment of membership interest agreement (the “Assignment of Membership Interest Agreement”) with respect to be deliveredthe direct and indirect equity and ownership interests in Amerikan, in a form reasonably acceptable to Buyer and duly executed by Xxxxx; (xv) the original corporate record books and Organizational Documents of each of the Acquired Subsidiaries; (xvi) an estoppel certificate (with consent, to the parties theretoextent required) issued to Buyer from the landlord of each Leased Real Property confirming such matters regarding the subject lease substantially in the form set forth on Exhibit J (an “Estoppel Certificate”) as may be required by Buyer in its reasonable discretion to the extent provided by the Leases of the Leased Real Property; (xvii) an unconditional commitment (subject only to the payment of the applicable premium and Permitted Encumbrances) from the Title Company to issue a title policy of insurance for each Owned Real Property in a form, substance, policy amount and with such endorsements that in each case are reasonably required and acceptable to Buyer; (xviii) affidavits of ownership, debts and liens related to each Owned Real Property and other documents reasonably required by the Title Company, provided and signed by the owner of such Owned Real Property in connection with the issuance of a title policy of insurance to the applicable owner of each Owned Real Property; (xix) all UCC-3 termination statements, Payoff Letters and all other documents and instruments necessary to release and discharge all obligations for payment to the applicable Persons in respect of Indebtedness, and discharge of any other Encumbrances on the Purchased Assets or the assets of the Acquired Subsidiaries other than Permitted Encumbrances and, from each Person who shall receive payment for Transaction Expenses, a Transaction Expense Statement; (xx) a release, duly executed by each Seller, evidencing that each Seller and such Seller’s Affiliates and the directors and officers of each Acquired Subsidiaries have irrevocably and unconditionally released the Acquired Subsidiaries from any and all Liabilities (subject to customary carve-outs); (xxi) all material approvals, consents, notices and waivers listed on Section 4.04 of the Disclosure Schedules and all Permits listed on Section 4.14(c) of the Disclosure Schedules; and (xxii) such other customary instruments of transfer, assumption, filings or documents, in form and substance reasonably satisfactory to Buyer, as may be required to give effect to this Agreement. (b) At the Closing, Buyer shall deliver to Sellers the following: (i) without duplication of Section 2.05(a), the following documents Purchase Price (collectivelyadjusted as provided in Section 2.06(a)), plus (or minus, as applicable) the amount of the Closing Adjustment, less the Escrow Amount, the “Closing Deliverables”):Aggregate Note Amounts, the Indebtedness Repayment and the amount of Transaction Expenses; (aii) the Exchange Agreement subordinated, unsecured promissory notes dated as of the Effective Closing Date among WIND, the Company and the other parties thereto substantially with principal amounts in the form attached hereto as Exhibit B aggregate equal to the Aggregate Note Amounts (the “Exchange AgreementSeller Notes”); (iii) the Assignment and Assumption Agreement duly executed by WIND, the Company and such of the other parties thereto as have executed the sameBuyer; (biv) the Registration Rights Agreement dated as with respect to each Lease, an Assignment and Assumption of the Effective Date among WIND and the other parties thereto substantially in the form attached hereto as Exhibit C (the “Registration Rights Agreement”) Lease duly executed by WIND and such Buyer and, if necessary, Buyer’s signature shall be witnessed and/or notarized; (v) the Intellectual Property Assignment duly executed by Buyer; (vi) the Buyer Closing Certificate; (vii) the Escrow Agreement duly executed by Buyer; (viii) the Trademark License Agreements duly executed by Buyer; (ix) the Transition Services Agreement duly executed by Buyer; and (x) the certificates of the Secretary or Assistant Secretary of Buyer required by Section 7.03(e) and Section 7.03(f); and (xi) such other parties thereto customary instructions of transfer, assumption, filings or documents, in form and substance reasonably satisfactory to Sellers, as have executed the same;may be required to give effect to this Agreement. (c) At the Tax Receivable Agreement dated as of Closing, Buyer shall deliver the Effective Date among WIND, Escrow Amount to the Company and Escrow Agent pursuant to the other parties thereto substantially in the form attached hereto as Exhibit D (the “Tax Receivable Escrow Agreement”) duly executed by WIND, the Company and such of the other parties thereto as have executed the same;. (d) The Immediately prior to the Closing, (i) each of the Key Employees shall be an active employee of a Lawn and Garden Entity, (ii) none of the Key Employees shall have repudiated his or her Employment Agreement and Plan of Merger dated (iii) to Sellers’ Knowledge, no circumstances shall have arisen that would serve as of the Effective Date among WIND, the Company, D. E. Shaw MWPH Acquisition Holdings, L.L.C. and the Blocker LLCs party thereto substantially a basis for terminating a Key Employee’s employment for Cause (as defined in the form attached hereto as Exhibit E (the “Blocker Merger his or her Employment Agreement”) duly executed by WIND, the Company and the other parties thereto; andunder his or her Employment Agreement. (e) The Nominating Immediately prior to the Closing, (i) the Transition Services Agreement dated shall not have been repudiated by Seller and (ii) no fact or circumstances shall have arisen that would constitute a breach of, or serve as of a basis for terminating, the Effective Date among WIND, D. E. Shaw MWP Acquisition Holdings, L.L.C., D. E. Shaw MWPH Acquisition Holdings, L.L.C. and Madison Dearborn Capital Partners IV, L.P. substantially in the form attached hereto as Exhibit F (the “Nominating Transition Services Agreement”) duly executed by WIND and the other parties thereto.

Closing Deliverables. Immediately after the Effective Time, WIND shall deliver, or cause to be delivered, to the parties thereto, the following documents (collectively, the “Closing Deliverables”): (a) Concurrent with the Exchange Agreement dated as execution and delivery of this Agreement, and the consummation of the Effective Date among WINDClosing of the transactions contemplated hereby, Seller is delivering or causing to be delivered to Buyer the Company following: (i) a bill of sale, assignment and assumption agreement in the form of Exhibit A hereto (the “Bill of Sale, Assignment and Assumption Agreement”) and duly executed by Seller, effecting the assignment to and assumption by Buyer of the Assigned Contracts and the other parties thereto substantially Purchased Assets and the Assumed Liabilities; (ii) one or more assignment and assumption agreements in the form attached hereto as of Exhibit B hereto (the “Exchange AgreementAssignment and Assumption Agreements”) and duly executed by WINDSeller, effecting the Company assignment to and such assumption by Xxxxx of the other Third Party Servicing Rights; (iii) each of the assignment agreements required from third-parties thereto as have under the Assigned Contracts (the “Third Party Assignments”), duly executed by Seller and the sameapplicable third party; (iv) the Records in Seller’s possession or reasonably obtainable by Seller; and (v) all documents, papers, forms, account numbers, or authorizations, including taking any related actions, necessary to effectuate the transfer of ownership and control of any acquired domain names to Buyer. (b) Concurrent with the Registration Rights Agreement dated as execution and delivery of this Agreement, and the consummation of the Effective Date among WIND Closing of the transactions contemplated hereby, Xxxxx is delivering or causing to be delivered to Seller the following: (i) the Transaction Consideration; (ii) the Bill of Sale, Assignment and the other parties thereto substantially in the form attached hereto as Exhibit C (the “Registration Rights Agreement”) Assumption Agreement and Assignment and Assumption Agreements, duly executed by WIND and such of the other parties thereto as have executed the same; (c) the Tax Receivable Agreement dated as of the Effective Date among WIND, the Company and the other parties thereto substantially in the form attached hereto as Exhibit D (the “Tax Receivable Agreement”) duly executed by WIND, the Company and such of the other parties thereto as have executed the same; (d) The Agreement and Plan of Merger dated as of the Effective Date among WIND, the Company, D. E. Shaw MWPH Acquisition Holdings, L.L.C. and the Blocker LLCs party thereto substantially in the form attached hereto as Exhibit E (the “Blocker Merger Agreement”) duly executed by WIND, the Company and the other parties theretoXxxxx; and (eiii) The Nominating Agreement dated as of the Effective Date among WIND, D. E. Shaw MWP Acquisition Holdings, L.L.C., D. E. Shaw MWPH Acquisition Holdings, L.L.C. and Madison Dearborn Capital Partners IV, L.P. substantially in the form attached hereto as Exhibit F (the “Nominating Agreement”) Third Party Assignments duly executed by WIND and the other parties theretoXxxxx.

Closing Deliverables. Immediately after (a) At the Effective TimeClosing, WIND the Seller shall deliver, or cause to be delivered, delivered to the parties thereto, Company the following documents (collectively, the “Closing Deliverables”):following: (ai) all consents and approvals necessary to effectuate the Exchange Agreement dated as transfer of the Effective Date among WIND, Purchased Assets; (ii) a xxxx of sale in a form and substance satisfactory to the Company and the other parties thereto substantially in the form attached hereto as Exhibit B (the “Exchange Xxxx of Sale”) transferring the tangible personal property included in the Purchased Assets to the Company; (iii) an assignment and assumption agreement in a form and substance satisfactory to the Company (the “Assignment and Assumption Agreement”) duly executed effecting the assignment to and assumption by WIND, the Company and such of the Purchased Assets and the Assumed Liabilities; (iv) a certificate of the Secretary (or equivalent officer) of the Seller certifying as to (A) the accuracy and completeness of the representations and warranties made by the Seller in this Agreement; (B) the resolutions of the Seller, duly adopted and in effect, which authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby; and (C) the names and signatures of the officers of the Seller authorized to sign this Agreement and the documents to be delivered hereunder; (v) the Employment Agreements; (vi) the Registration Rights Agreement; and (vii) such other parties thereto customary instruments of transfer, assumption, filings or documents, in form and substance reasonably satisfactory to the Company, as have executed the same;may be required to give effect to this Agreement. (b) At the Registration Rights Agreement dated as of Closing, the Effective Date among WIND and Company shall deliver, or cause to be delivered to the other parties thereto substantially in Seller the form attached hereto as Exhibit C following: (i) the “Registration Rights Agreement”) duly executed by WIND and such of the other parties thereto as have executed the sameSeller Shares; (cii) the Tax Receivable Agreement dated as Xxxx of the Effective Date among WIND, the Company and the other parties thereto substantially in the form attached hereto as Exhibit D (the “Tax Receivable Agreement”) duly executed by WIND, the Company and such of the other parties thereto as have executed the sameSale; (diii) The Agreement the Assignment and Plan of Merger dated as Assumption Agreement; (iv) a certificate of the Effective Date among WIND, Secretary (or equivalent officer) of the Company certifying as to (A) the accuracy and completeness of the representations and warranties made by the Company in this Agreement; (B) the resolutions of the Company, D. E. Shaw MWPH Acquisition Holdingsduly adopted and in effect, L.L.C. which authorize the execution, delivery and performance of this Agreement and the Blocker LLCs party thereto substantially in transactions contemplated hereby; and (C) the form attached hereto as Exhibit E (names and signatures of the “Blocker Merger Agreement”) duly executed by WIND, officers of the Company authorized to sign this Agreement and the other parties theretodocuments to be delivered hereunder; and (ev) The Nominating Agreement dated as the Employment Agreements; (vi) the Registration Rights Agreement; (vii) the 2020 Equity Plan; (viii) the Amended and Restated Articles of Incorporation setting forth the mutually acceptable terms, rights, privileges, and preferences of the Effective Date among WINDpreferred stock of the Company to be potentially issued to Seller under Section 1.05(a)(i); (ix) a consent of the Company duly appointing (A) Xxx Xxxxxxxx, D. E. Shaw MWP Acquisition HoldingsXxxxxxx Xxxxxxxx, L.L.C.and one additional person to be designated by Xxx Xxxxxxxx and Xxxxxxx Xxxxxxxx, D. E. Shaw MWPH Acquisition Holdingsin their sole discretion, L.L.C. to the Board; (B) Xxx Xxxxxxxx as the Executive Chairman of the Board; (C) Xxxxxxx Xxxxxxxx as Chief Executive Officer of the Company; and Madison Dearborn Capital Partners IV(D) Xxx XxXxxxxxxx as an observer of the Board; and (x) such other customary instruments of transfer, L.P. substantially assumption, filings or documents, in form and substance reasonably satisfactory to the form attached hereto Seller, as Exhibit F (the “Nominating may be required to give effect to this Agreement”) duly executed by WIND and the other parties thereto.

Closing Deliverables. Immediately after (a) At the Effective TimeClosing, WIND each of Seller and Purchaser shall deliver, deliver or cause to be delivered, delivered to the parties thereto, other party hereto a duly executed counterpart to the following documents (collectively, Escrow Agreement and shall receive a duly executed counterpart to the “Closing Deliverables”):Escrow Agreement from the Escrow Agent. (ab) At the Exchange Agreement Closing, each of Seller and Purchaser shall deliver to the other party hereto a duly executed counterpart to the Bill of Sale, evidencing the sale and assignment to Purchaser of the Purchased Assets. (c) At the Closing, Seller shall deliver to Purchaser a certificate of an executive officer of Seller, dated as of the Effective Date among WINDClosing, certifying as to the Company (i) attached copies of the organizational documents of Seller and resolutions of the governing body of Seller authorizing and approving the execution, delivery and performance by Seller of the Transaction Documents and the other parties thereto substantially in transactions contemplated thereby and (ii) the form attached hereto as Exhibit B (the “Exchange Agreement”) duly executed by WIND, the Company and such incumbency of the other parties thereto as officer or officers of Seller who have executed and delivered the same;Transaction Documents, including therein a signature specimen of each such officer or officers. (bd) At the Registration Rights Agreement Closing, Purchaser shall deliver to Seller a certificate of an executive officer or other authorized signatory of Purchaser, dated as of the Effective Date among WIND and Closing, certifying as to the other parties thereto substantially in the form attached hereto as Exhibit C (the “Registration Rights Agreement”) duly executed by WIND and such incumbency of the other parties thereto as officer or officers of Purchaser who have executed and delivered the same; (c) the Tax Receivable Agreement dated as Transaction Documents, including therein a signature specimen of the Effective Date among WIND, the Company and the other parties thereto substantially in the form attached hereto as Exhibit D (the “Tax Receivable Agreement”) duly executed by WIND, the Company and each such of the other parties thereto as have executed the same; (d) The Agreement and Plan of Merger dated as of the Effective Date among WIND, the Company, D. E. Shaw MWPH Acquisition Holdings, L.L.C. and the Blocker LLCs party thereto substantially in the form attached hereto as Exhibit E (the “Blocker Merger Agreement”) duly executed by WIND, the Company and the other parties thereto; andofficer or officers. (e) The Nominating Agreement dated as At or prior to the Closing, Purchaser shall deliver to Seller a duly completed and executed IRS W-9 pursuant to Section 5.12(d). (f) Promptly following the Closing (and in any event on the same day thereof), Seller shall deliver to Takeda a duly executed copy of the Effective Date among WINDInstruction Letter. Within [***] thereafter, D. E. Shaw MWP Acquisition HoldingsSeller shall deliver to Purchaser evidence reasonably satisfactory to Purchaser confirming, L.L.C.with respect to the Instruction Letter, D. E. Shaw MWPH Acquisition Holdings, L.L.C. and Madison Dearborn Capital Partners IV, L.P. substantially in the form attached hereto delivery to Takeda. (g) As soon as Exhibit F (the “Nominating Agreement”) practicable [***] Seller shall deliver to Purchaser a duly executed by WIND and receipt for payment of the other parties theretoPurchase Price.

Closing Deliverables. Immediately after the Effective Time, WIND shall deliver, or cause to be delivered, to the parties thereto, the following documents (collectively, the “Closing Deliverables”): (a) At the Exchange Agreement dated as Closing, Sellers shall deliver to Buyer the following: (i) a xxxx of the Effective Date among WIND, the Company and the other parties thereto substantially sale in the form attached hereto as of Exhibit B hereto (the “Exchange Agreement”"Xxxx of Sale") and duly executed by WINDSellers, transferring the Company tangible personal property included in the Purchased Assets to Buyer; (ii) an assignment and such assumption agreement in the form of Exhibit C hereto (the "Assignment and Assumption Agreement") and duly executed by Sellers, effecting the assignment to and assumption by Buyer of the Purchased Assets and the Assumed Liabilities; (iii) an assignment in the form of Exhibit D hereto (the "Intellectual Property Assignments") and duly executed by Sellers, transferring all of Sellers’ right, title and interest in and to the Intellectual Property Assets to Buyer; (iv) Commercial Lease Agreements, each in a form and substance satisfactory to Buyer (the "Commercial Lease Agreement"), duly executed by North American Associates, Inc. and The Wiley Company respectively; (v) an assignments of lease, in a form and substance satisfactory to Buyer (each an “Assignment of Lease”), duly executed by each of Xxxx Real Estate Corporation and Midwest Timber Inc. respectively; (vi) the Sellers’ Closing Certificate; (vii) the certificates of the Secretary or Assistant Secretary of Sellers required by Section 8.2(j) and Section 8.2(k); (viii) such other parties thereto customary instruments of transfer, assumption, filings or documents, in form and substance reasonably satisfactory to Buyer, as have may be required to give effect to this Agreement; and (ix) employment agreements (each an “Employment Agreement”), each in a form and substance satisfactory to Buyer, having been executed the same;by Xxxxx Xxxxxx and Xxxxxx Xxxxx (a/k/a Xxxx Xxxxx). (b) At the Registration Rights Closing, Buyer shall deliver to Sellers the following: (i) the Purchase Price less the Working Capital Holdback; (ii) the Assignment and Assumption Agreement dated as of the Effective Date among WIND and the other parties thereto substantially in the form attached hereto as Exhibit C (the “Registration Rights Agreement”) duly executed by WIND and such of the other parties thereto as have executed the sameBuyer; (ciii) the Tax Receivable Agreement dated as of the Effective Date among WIND, the Company and the other parties thereto substantially in the form attached hereto as Exhibit D (the “Tax Receivable Agreement”) Commercial Lease Agreements duly executed by WIND, the Company and such of the other parties thereto as have executed the sameBuyer; (div) The Agreement and Plan the Assignments of Merger dated as of the Effective Date among WIND, the Company, D. E. Shaw MWPH Acquisition Holdings, L.L.C. and the Blocker LLCs party thereto substantially in the form attached hereto as Exhibit E (the “Blocker Merger Agreement”) Leases duly executed by WIND, Buyer; (v) the Company and Employment Agreements; (vi) the other parties theretoBuyer Closing Certificate; and (evii) The Nominating Agreement dated as the certificates of the Effective Date among WIND, D. E. Shaw MWP Acquisition Holdings, L.L.C., D. E. Shaw MWPH Acquisition Holdings, L.L.C. Secretary or Assistant Secretary of Buyer required by Section 8.3(g) and Madison Dearborn Capital Partners IV, L.P. substantially in the form attached hereto as Exhibit F (the “Nominating Agreement”) duly executed by WIND and the other parties theretoSection 8.3(h).

Closing Deliverables. Immediately after The Administrative Agent shall have received on the Effective Timedate hereof the following, WIND shall deliver, or cause to be delivered, to the parties thereto, the following documents (collectively, the “Closing Deliverables”): (a) the Exchange Agreement each dated as of the Effective Date among WINDdate hereof (unless otherwise specified), in form and substance satisfactory to the Company Administrative Agent (unless otherwise specified): (i) From each party hereto either (1) a counterpart of this Agreement signed on behalf of such party or (2) written evidence satisfactory to the Administrative Agent (which may include facsimile or electronic transmission of a signed signature page to this Agreement, so long as such transmission is promptly followed by hard copy originals of the same) that such party has signed a counterpart of this Agreement. (ii) Originally executed copies of such Notes as any Lender shall have requested. (iii) Certified copies of the resolutions of the Board of Directors of the Borrower approving this Agreement and the Transactions, and of all other material third party approvals and consents, if any, with respect to this Agreement and Transactions. (iv) A copy of a certificate or certificates of the Commissioner of Commerce and Economic Development of State of Alaska, dated as of a recent date satisfactory to the Administrative Agent, certifying (i) as to a true and correct copy of the organizational documents of the Borrower and each amendment thereto on file in such Secretary’s office and (ii) that the Borrower is duly organized and in good standing under the laws of the State of Alaska. (v) A certificate of the Borrower, signed by two of its Responsible Officers, certifying to the best of their knowledge after due inquiry (A) the truth of the representations and warranties contained in the Loan Documents as of the date hereof, (B) the absence of any event occurring and continuing, or resulting from the execution of this Agreement or the other Loan Documents or the initial Borrowing (deeming an initial Borrowing of at least $1.00 to occur on the date hereof), that constitutes a Default and (C) the absence of any condition or circumstance occurring and continuing that would impair any Member’s ability to perform its payment obligations under any Wholesale Power Contract to which it is a party. (vi) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying as to (A) the absence of any amendments to the Certificate of Incorporation of the Borrower since the date of the Secretary of State’s certificate referred to in Section 4.01(b)(iv), (B) a true and correct copy of the bylaws of the Borrower as in effect on the date on which the resolutions referred to in Section 4.01 (b)(iii) were adopted and on the date hereof, (C) the due organization and good standing or valid existence of the Borrower as a company organized under the laws of the State of Alaska, and the absence of any proceeding for the dissolution or liquidation of the Borrower, and (D) the names and true signatures of the officers of the Borrower authorized to sign each Loan Document to which it is or is to be a party and the other parties thereto documents to be delivered hereunder and thereunder. (vii) A certificate in substantially the form of Exhibit E hereto attesting to the Solvency of the Borrower before and after giving effect to the closing of the Transactions, from the Borrower’s Chief Executive Officer and Chief Financial Officer. (viii) Such financial, business and other information regarding the Borrower as the Administrative Agent or the Lenders shall have requested, which information shall be satisfactory to the Administrative Agent and the Lenders, including, without limitation, information as to possible contingent liabilities, tax matters, environmental matters, obligations under Plans and Multiemployer Plans, collective bargaining agreements and other arrangements with employees, and forecasts prepared by management of the Borrower of balance sheets, income statements and cash flow statements on an annual basis for each year thereafter until the Commitment Termination Date. (ix) Evidence of insurance satisfying the requirements of Section 5.05. (x) Favorable written opinions (addressed to the Administrative Agent and the Lenders and dated the Effective Date) of counsel for the Borrower, substantially in the form attached hereto as of Exhibit B (F, and covering such other matters relating to the “Exchange Agreement”) duly executed by WINDBorrower, the Company Loan Documents or the Transactions as the Joint Lead Arrangers shall reasonably request (and the Borrower hereby instructs such of counsel to deliver such opinion to the other parties thereto as have executed Lenders and the same;Administrative Agent). (bxi) Each other Loan Document not mentioned above in this Section 4.01 and any other documents, in each case, as reasonably requested by the Registration Rights Agreement dated as of Administrative Agent or any Lender or counsel to the Effective Date among WIND and the other parties thereto substantially in the form attached hereto as Exhibit C (the “Registration Rights Agreement”) duly executed by WIND and such of the other parties thereto as have executed the same; (c) the Tax Receivable Agreement dated as of the Effective Date among WIND, the Company and the other parties thereto substantially in the form attached hereto as Exhibit D (the “Tax Receivable Agreement”) duly executed by WIND, the Company and such of the other parties thereto as have executed the same; (d) The Agreement and Plan of Merger dated as of the Effective Date among WIND, the Company, D. E. Shaw MWPH Acquisition Holdings, L.L.C. and the Blocker LLCs party thereto substantially in the form attached hereto as Exhibit E (the “Blocker Merger Agreement”) duly executed by WIND, the Company and the other parties thereto; and (e) The Nominating Agreement dated as of the Effective Date among WIND, D. E. Shaw MWP Acquisition Holdings, L.L.C., D. E. Shaw MWPH Acquisition Holdings, L.L.C. and Madison Dearborn Capital Partners IV, L.P. substantially in the form attached hereto as Exhibit F (the “Nominating Agreement”) duly executed by WIND and the other parties theretoAdministrative Agent.

Closing Deliverables. Immediately after the Effective Time, WIND shall deliver, or cause to be delivered, to the parties thereto, the following documents (collectively, the “Closing Deliverables”): (a) On the Exchange Agreement dated as terms and subject to the provisions of this Agreement, contemporaneously with the Effective Date among WINDexecution and delivery of this Agreement, (x) Seller shall be delivering or causing the Company and or other applicable Persons to deliver to Purchaser (i) a counterpart to the other parties thereto substantially instrument of transfer in the form attached hereto as Exhibit B A (the “Exchange AgreementInstrument of Transfer”) ), duly executed by WINDSeller, effecting the transfer of the Sale Shares from Seller to Purchaser, (ii) a scanned copy excerpting the page of the register of members of the Company, dated the date of this Agreement and certified by a director or officer or registered office provider of the Company, reflecting the transfer of the Sale Shares and registration of Purchaser as the record owner of those Sale Shares and (iii) a scanned copy of a share certificate in the name of Purchaser, dated the date of this Agreement and executed by a director or officer of the Company, evidencing Purchaser’s ownership of the Sale Shares (with the original share certificate to be delivered to Purchaser within ten (10) Business Days after the Closing), and (y) Seller shall ensure that Xxxxxxxxx Xxx is resigning and is delivering a letter of resignation confirming her resignation from the board of directors of the Company and such effective as of the other parties thereto as have executed Closing. Not later than thirty (30) days after the same;date of this Agreement, Seller shall return or cause the applicable Persons to return to the Company for destruction all share certificates representing the Sale Shares, whether in Seller’s name or in the name of an Affiliate of Seller. The Company will cancel and invalidate all share certificates representing the Sale Shares held by Seller or an Affiliate thereof concurrently with the Closing. (b) On the Registration Rights Agreement dated terms and subject to the provisions of this Agreement, contemporaneously with the execution and delivery of this Agreement, Seller shall be delivering or causing to be delivered to Purchaser American depositary receipts representing the Sale ADSs and Seller hereby confirms that it has taken all necessary steps as requested by the Depositary Bank to cause the ADSs to be delivered to the Purchaser Brokerage Account. (c) On the terms and subject to the provisions of this Agreement, contemporaneously with the Effective Date among WIND execution and the other parties thereto substantially delivery of this Agreement, Seller shall be delivering or causing to be delivered to Purchaser a copy of a memorandum from Xxxxx & XxXxxxxx LLP addressed to Walmart Inc., in the form attached hereto as Exhibit C D, to the effect that there should not be any Tax payable on the Sale Transaction under Circular 7. (d) On the terms and subject to the provisions of this Agreement, contemporaneously with the execution and delivery of this Agreement, Purchaser shall be (i) paying the sum of $23,745,320, which is the aggregate purchase price for the Sale Shares and the Sale ADSs (the “Registration Rights AgreementPurchase Price”), by wire transfer of immediately available funds in U.S. dollars to the Seller Bank Account, such payment to be evidenced by an irrevocable instruction of payment (e.g., SWIFT MT103), a copy of which shall be sent to Seller as soon as it becomes available, (ii) duly executed by WIND and such of the other parties thereto as have executed the same; (c) the Tax Receivable Agreement dated as of the Effective Date among WIND, the Company and the other parties thereto substantially delivering to Seller a limited release in the form attached hereto as Exhibit D (the “Tax Receivable Agreement”) B, duly executed by WIND, the Company and such Purchaser, and (iii) delivering to Seller a counterpart to the Instrument of the other parties thereto as have executed the same; (d) The Agreement and Plan of Merger dated as of the Effective Date among WINDTransfer, the Company, D. E. Shaw MWPH Acquisition Holdings, L.L.C. and the Blocker LLCs party thereto substantially in the form attached hereto as Exhibit E (the “Blocker Merger Agreement”) duly executed by WIND, the Company and the other parties thereto; and (e) The Nominating Agreement dated as of the Effective Date among WIND, D. E. Shaw MWP Acquisition Holdings, L.L.C., D. E. Shaw MWPH Acquisition Holdings, L.L.C. and Madison Dearborn Capital Partners IV, L.P. substantially in the form attached hereto as Exhibit F (the “Nominating Agreement”) duly executed by WIND and the other parties theretoPurchaser.

Closing Deliverables. Immediately after At the Effective TimeClosing: (i) Each Seller will deliver to Buyer either (i) the certificates representing all of the Shares owned by such Seller, WIND shall deliverduly endorsed in blank or with appropriate stock powers with respect thereto duly endorsed in blank, or cause (ii) if such certificates are not available at Closing, stock powers for such unavailable certificates, duly endorsed in blank. All certificates will be delivered to Buyer no later than ten (10) days following the Closing. If any certificates cannot be deliveredlocated, such Seller will deliver to the parties theretoBuyer, no later than ten (10) days following the following documents (collectivelyClosing, an affidavit of such Seller reasonably satisfactory to Buyer stating that the “Closing Deliverables”):certificates representing all of the Shares owned by such Seller have been lost, stolen or otherwise cannot be located. (aii) The Company will deliver to Buyer evidence that the Exchange Agreement dated officers and directors of the Company in office immediately prior to the Closing have resigned as officers and directors of the Company effective as of the Effective Date among WINDClosing, unless otherwise requested by Xxxxx; excluding Xxxxxx Xxxxxxxxx, who shall have entered into an employment agreement with the Company. (iii) The Company will deliver to Buyer evidence that the Shares can be transferred from the Sellers to Buyer free from any rights of first refusal, registration rights, rights of co-sale or other restrictions or conditions relating to transfer of the Shares. (iv) The Company will deliver to Buyer evidence that all options, warrants, purchase rights, subscription rights, conversion rights, exchange rights, or other Contracts or commitments that could require the Company and the other parties thereto substantially to issue, sell, or otherwise cause to become outstanding any of its capital stock have been terminated. (v) The Company will deliver to Buyer a Release Agreement in the form attached hereto as of Exhibit B (the “Exchange Agreement”) duly executed by WIND, each Company Equityholder who is not also a Seller. (vi) The Company will deliver to Buyer a certificate executed by the authorized person of the Company certifying as to the truthfulness, completeness and accuracy of attached copies of resolutions of the directors and shareholders of the Company authorizing this Agreement and the transactions contemplated hereby; and such other documents relating to the transactions contemplated by the Transaction Documents to be consummated at the Closing as counsel to Buyer shall reasonably request in order to complete the Stock Purchase by Buyer. (vii) The Company will deliver to Buyer a certificate of the other parties thereto State of Delaware dated reasonably close to the Closing Date, as have executed to the same;legal existence and good standing of Company in Delaware. (bviii) The Trust will deliver to Buyer its duly executed governing instrument(s). (ix) The Trust will deliver to Buyer a certificate executed by its trustee, certifying the Registration Rights Agreement dated as satisfaction by the Company of the Effective Date among WIND conditions specified in Section 5 and certifying as to the truthfulness, completeness and accuracy of attached copies the Trust Documents (as defined below) authorizing this Agreement and the other parties thereto substantially in the form attached hereto as Exhibit C (the “Registration Rights Agreement”) duly executed by WIND transactions contemplated hereby; and such other documents relating to the transactions contemplated by the Transaction Documents to be consummated at the Closing as counsel to Buyer shall reasonably request in order to complete the Stock Purchase by Buyer. (x) Buyer shall issue and deliver to the Trust for the benefit of the other parties thereto as have executed Sellers the same; (c) the Tax Receivable Agreement dated as of the Effective Date among WIND, the Company and the other parties thereto substantially in the form attached hereto as Exhibit D (the “Tax Receivable Agreement”) duly executed by WIND, the Company and such of the other parties thereto as have executed the same; (d) The Agreement and Plan of Merger dated as of the Effective Date among WIND, the Company, D. E. Shaw MWPH Acquisition Holdings, L.L.C. and the Blocker LLCs party thereto substantially in the form attached hereto as Exhibit E (the “Blocker Merger Agreement”) duly executed by WIND, the Company and the other parties thereto; and (e) The Nominating Agreement dated as of the Effective Date among WIND, D. E. Shaw MWP Acquisition Holdings, L.L.C., D. E. Shaw MWPH Acquisition Holdings, L.L.C. and Madison Dearborn Capital Partners IV, L.P. substantially in the form attached hereto as Exhibit F (the “Nominating Agreement”) duly executed by WIND and the other parties theretoEquity Consideration.

Closing Deliverables. Immediately after the Effective Time, WIND (i) Sellers shall deliverhave delivered, or cause caused to be delivered, to Buyers a certificate of Sellers in the parties theretoform set forth in Exhibit H hereto, dated the following documents (collectivelyClosing Date, stating that the “Closing Deliverables”):conditions specified in Sections 6.2(a) and 6.2(b) have been satisfied; (aii) the Exchange Agreement dated as Sellers shall have delivered to Buyers a copy of the Effective Date among WINDcertificate of incorporation of each of Waterbury and Air Guard Control, certified by the Company Secretary of State of Delaware, certified copies of Waterbury’s and Air Guard Control’s other governing documents, a copy of the articles of incorporation of Air Guard Canada certified by Corporations Canada, a certified copy of the by-laws and other governing documents of Air Guard Canada, and a certified incumbency with respect to each Seller’s signatory or signatories for the Transaction Documents; (iii) Each of Waterbury and Air Guard Control shall have delivered, or caused to be delivered, to Buyers certified copies of the resolutions duly adopted by its board of directors and sole stockholder (if necessary for the consummation of the transaction contemplated hereby) authorizing the execution, delivery and performance of this Agreement and the other parties thereto substantially agreements contemplated hereby, and the consummation of all transactions contemplated hereby and thereby and Air Guard Canada shall have delivered to Buyers certified copies of the resolutions of its board of directors and certified copies of the resolutions passed by the sole shareholder of Air Guard Canada (if necessary for the consummation of the transaction contemplated hereby) authorizing the execution, delivery and performance of this Agreement and the other agreements contemplated hereby, and the consummation of all transactions contemplated hereby and thereby; (iv) Waterbury shall have delivered to Buyers a duly executed Transition Services Agreement; (v) Sellers shall have delivered to Buyers a duly executed IP License Agreement; (vi) The holders of any Liens on or affecting the Acquired Assets shall have irrevocably released such Liens or shall have delivered payment letters including customary language, reasonably acceptable to Buyers, relating to the release of all Liens (including without limitation the Liens listed on Schedule 6.2(f)(vi)) affecting the Acquired Assets upon receipt of the amount set forth in the payment letters; (vii) Waterbury shall have delivered to Buyers a good standing certificate issued by the Secretary of State of the State of Delaware with respect to Waterbury and Air Guard Control, as of a date no more than seven (7) days prior to the Closing and a certificate of compliance issued by Corporations Canada with respect to Air Guard Canada, as of a date no more that seven (7) days prior to the Closing; (viii) Sellers shall have delivered duly executed copies of the other Transaction Documents to which one or more of Sellers is a party; (ix) Sellers shall have delivered to Buyers duly executed copies of all such other documents or instruments as Buyers may have reasonably requested a reasonable time prior to the scheduled Closing Date in order to give effect to the transactions contemplated hereby; (x) Sellers shall have delivered to Buyers the instructions required in Section 2.7(c); (xi) Watco shall have duly executed and delivered a guaranty in the form attached hereto as Exhibit B (the “Exchange Agreement”) duly executed by WIND, the Company and such of the other parties thereto as have executed the same; (b) the Registration Rights Agreement dated as of the Effective Date among WIND and the other parties thereto substantially in the form attached hereto as Exhibit C (the “Registration Rights Agreement”) duly executed by WIND and such of the other parties thereto as have executed the same; (c) the Tax Receivable Agreement dated as of the Effective Date among WIND, the Company and the other parties thereto substantially in the form attached hereto as Exhibit D (the “Tax Receivable Agreement”) duly executed by WIND, the Company and such of the other parties thereto as have executed the same; (d) The Agreement and Plan of Merger dated as of the Effective Date among WIND, the Company, D. E. Shaw MWPH Acquisition Holdings, L.L.C. and the Blocker LLCs party thereto substantially in the form attached hereto as Exhibit E (the “Blocker Merger Agreement”) duly executed by WIND, the Company and the other parties theretoI; and (exii) The Nominating Agreement dated Sellers shall have delivered certificates of insurance evidencing Buyers being name as of the Effective Date among WIND, D. E. Shaw MWP Acquisition Holdings, L.L.C., D. E. Shaw MWPH Acquisition Holdings, L.L.C. and Madison Dearborn Capital Partners IV, L.P. substantially in the form attached hereto as Exhibit F (the an “Nominating Agreement”) duly executed by WIND and the other parties theretoadditional insured” pursuant to Section 5.18 hereof.

Closing Deliverables. Immediately after (i) Seller shall have delivered to Purchaser a certificate signed by either the Effective TimeCFO or the General Counsel of Seller, WIND shall deliverdated the date of the Closing Date, or cause to be delivered, to certifying that the parties thereto, the following documents (collectively, the “Closing Deliverables”): (aconditions specified in Section 4.1(a) the Exchange Agreement dated have been satisfied as of the Effective Date among WIND, Closing. (ii) Seller shall have delivered to Purchaser (1) a duly executed General Assignment and Xxxx of Sale for the Company and the other parties thereto substantially Purchased Assets in the form attached of Exhibit C hereto as Exhibit B (the “Exchange AgreementGeneral Assignment”); (2) assignments of the Transferred IP (other than the Transferred IP to be assigned via an Assignment and Assumption Agreement described in Section 4.3(a) below) in the forms reflected in Exhibit D hereto (“IP Assignments”); and (3) such other instruments of conveyance, assignment and transfer as shall be required to vest in Purchaser good and marketable title and interest in and to the Purchased Assets (the General Assignment, IP Assignments, the Assignment and Assumption, the Transition Services Agreement and the instruments referred to in clause (iii) being collectively referred to herein as the “Collateral Agreements”). (iii) Seller shall have delivered one or more assignments in form reasonably acceptable to Purchaser and Seller to record the transfer of the Registered IP included in the Purchased Assets to Purchaser in each place in which the applicable Trademark, Copyright or Domain Name is registered (“Registered IP Filings”); and all of Seller’s and its Affiliates’ rights in and under the Transferred Agreements. (iv) Seller shall have delivered to Purchaser all necessary forms and certificates complying with applicable Legal Requirements, duly executed and acknowledged by WINDSeller, certifying that the Company and such transactions contemplated hereby are exempt from withholding under Section 1445 of the other parties thereto as have executed the same;Code. (bv) the Registration Rights Agreement dated as of the Effective Date among WIND and the other parties thereto substantially Seller shall have delivered to Purchaser those documents referred to in the form attached hereto as Exhibit C (the “Registration Rights Agreement”) duly executed by WIND and such of the other parties thereto as have executed the same;Section 4.3 to which it is a party. (cvi) Seller shall have entered into the Tax Receivable Agreement dated as of the Effective Date among WINDHulu New Agreements with Hulu, the Company and the other parties thereto substantially LLC in the a form attached hereto as Exhibit D (the “Tax Receivable Agreement”) duly executed by WIND, the Company and such of the other parties thereto as have executed the same;reasonably satisfactory to Purchaser. (dvii) Seller shall have entered into the Cherry Xxxx Xxx Agreement in a form reasonably satisfactory to Purchaser. (viii) The Agreement CW Release shall be in form and Plan of Merger dated as of substance reasonably satisfactory to Purchaser and shall have been fully executed and delivered, and shall provide that Purchaser is a third-party beneficiary thereunder and shall have been approved by the Effective Date among WIND, the Company, D. E. Shaw MWPH Acquisition Holdings, L.L.C. and the Blocker LLCs party thereto substantially in the form attached hereto as Exhibit E (the “Blocker Merger Agreement”) duly executed by WIND, the Company and the other parties thereto; andBankruptcy Court. (eix) The Nominating Agreement dated Any other Transferred Agreements covering Purchased Assets and assets other than the Purchased Assets shall be amended or other reasonable measures taken as reasonably approved by Purchaser to ensure the transfer of rights and obligations thereunder relate only to the Effective Date among WIND, D. E. Shaw MWP Acquisition Holdings, L.L.C., D. E. Shaw MWPH Acquisition Holdings, L.L.C. and Madison Dearborn Capital Partners IV, L.P. substantially in the form attached hereto as Exhibit F (the “Nominating Agreement”) duly executed by WIND and the other parties theretoPurchased Assets.

Closing Deliverables. Immediately after the Effective Time, WIND shall deliver, or cause to be delivered, to the parties thereto, the following documents (collectively, the “Closing Deliverables”): (a) At the Exchange Closing, Sellers and Owner shall deliver to Buyer the following: (i) a xxxx of sale in form and substance reasonably satisfactory to Buyer (the “Xxxx of Sale”) and duly executed by Sellers, transferring the tangible personal property included in the Purchased Assets to Buyer; (ii) an assignment and assumption agreement in form and substance reasonably satisfactory to Buyer (the “Assignment and Assumption Agreement”) and duly executed by Sellers, effecting the assignment to and assumption by Buyer of the Purchased Assets and the Assumed Liabilities; (iii) one or more assignments in form and substance reasonably satisfactory to Buyer (the “Intellectual Property Assignments”) and duly executed by Sellers, transferring all of Sellers’ right, title and interest in and to the Intellectual Property Assets to Buyer; (iv) the Transition Services Agreement dated in the form of Exhibit A attached hereto (the “Transition Services Agreement”) and duly executed by Sellers and Owner; (v) the Sublease Agreement in the form of Exhibit B attached hereto (the “Sublease Agreement”), duly executed by miraDry and landlord; (vi) the Estimated Statement, pursuant to Section 1.05(b); (vii) a release in form and substance reasonably satisfactory to Buyer with respect to the Funded Obligations set forth on Schedule 2.02(a)(vii); (viii) an IRS Form W-9 from each Seller; (ix) evidence of receipt of the third-party consents, if any, set forth on Schedule 2.02(a)(ix) in form and substance reasonably satisfactory to Buyer; (x) evidence, in form and substance reasonably satisfactory to Buyer, that the Sellers have responded to all outstanding queries as of the Effective Date among WINDClosing from the Notified Body with respect to the Sellers’ Medical Device Directive certification; and (xi) evidence, in form and substance reasonably satisfactory to Buyer, that Sellers have renewed the Company and xxxx “Conformite Europeenne No. CE 0050 – 252.907” on or prior to May 26, 2021 with no field safety corrective actions required by relevant Governmental Authorities or the other parties thereto substantially in the form attached hereto as Exhibit B (the “Exchange Agreement”) duly executed by WIND, the Company and such National Standards Authority of the other parties thereto as have executed the same;Ireland. (b) At the Registration Rights Agreement dated as Closing, Buyer shall pay the Estimated Purchase Price to Sellers by wire transfer of immediately available funds to the Effective Date among WIND and account(s) designated by Owner by written notice to Buyer prior to the other parties thereto substantially in the form attached hereto as Exhibit C (the “Registration Rights Agreement”) duly executed by WIND and such of the other parties thereto as have executed the same;Closing. (c) At the Tax Receivable Closing, Buyer shall deliver to Sellers the following: (i) the Assignment and Assumption Agreement dated as of the Effective Date among WIND, the Company and the other parties thereto substantially in the form attached hereto as Exhibit D (the “Tax Receivable Agreement”) duly executed by WIND, the Company and such of the other parties thereto as have executed the sameBuyer; (dii) The the Transition Services Agreement and Plan of Merger dated as of the Effective Date among WIND, the Company, D. E. Shaw MWPH Acquisition Holdings, L.L.C. and the Blocker LLCs party thereto substantially in the form attached hereto as Exhibit E (the “Blocker Merger Agreement”) duly executed by WIND, the Company and the other parties theretoBuyer; and (eiii) The Nominating the Sublease Agreement dated as of the Effective Date among WIND, D. E. Shaw MWP Acquisition Holdings, L.L.C., D. E. Shaw MWPH Acquisition Holdings, L.L.C. and Madison Dearborn Capital Partners IV, L.P. substantially in the form attached hereto as Exhibit F (the “Nominating Agreement”) duly executed by WIND and the other parties theretoBuyer.

Closing Deliverables. Immediately after (a) At the Effective TimeClosing, WIND Sellers shall deliver to Buyer the following: (i) the Escrow Agreement duly executed by Sellers; (ii) a xxxx of sale in the form of Exhibit E hereto (the “Xxxx of Sale”) and duly executed by Sellers, and Affiliates of Sellers, as applicable, transferring the tangible personal property included in the Purchased Assets to Buyer (or designated Affiliate of Buyer); (iii) an assignment and assumption agreement in the form of Exhibit F hereto (the “Assignment and Assumption Agreement”) and duly executed by Sellers and the Affiliates of Sellers, as applicable, effecting the assignment to and assumption by Buyer (or designated Affiliate of Buyer) of the Purchased Assets and the Assumed Liabilities; (iv) with respect to each Lease, an Assignment and Assumption of Lease, duly executed by a Seller or an Affiliate of Sellers, as applicable; (v) the Third Party Landlord Consents; (vi) the Seller Closing Certificate; (vii) the Management Agreement(s) associated with Permits to the extent applicable under the terms of Section 6.18, duly executed by a Seller or Affiliate of Seller, as applicable; (viii) the certificates required by Section 7.02(i) and Section 7.02(j); and (ix) such other customary instruments, filings or documents, in form and substance reasonably satisfactory to Buyer, as may be required to give effect to the transactions, the Closing and any post-closing obligations of Sellers in accordance with the terms of this Agreement. (b) At the Closing, Buyer shall deliver, or cause its designated Affiliate to be delivereddeliver, to Sellers the following: (i) the Closing Payment; (ii) the Escrow Agreement duly executed by Buyer; (iii) the Assignment and Assumption Agreement duly executed by Buyer or a designated Affiliate of Buyer; (iv) with respect to each Lease, an Assignment and Assumption of Lease, duly executed by Buyer or a designated Affiliate of Buyer; (v) the Buyer Closing Certificate; (vi) the certificates required by Section 7.03(f) and Section 7.03(g); (vii) the Management Agreement, to the parties theretoextent applicable under the terms of Section 6.18, the following documents (collectively, the “Closing Deliverables”): (a) the Exchange Agreement dated as of the Effective Date among WIND, the Company and the other parties thereto substantially in the form attached hereto as Exhibit B (the “Exchange Agreement”) duly executed by WIND, the Company and such Buyer or a designated Affiliate of the other parties thereto as have executed the same;Buyer; and (bviii) such other customary instruments, filings or documents, in form and substance reasonably acceptable to Sellers, as may be required to give effect to the Registration Rights Agreement dated as of the Effective Date among WIND transactions, and the other parties thereto substantially Closing, and any post-closing obligations of Buyer in accordance with the form attached hereto as Exhibit C (the “Registration Rights terms of this Agreement”) duly executed by WIND and such of the other parties thereto as have executed the same;. (c) At the Tax Receivable Agreement dated as of Closing, Buyer shall deliver the Effective Date among WINDEscrow Amount to the Escrow Agent pursuant to the Escrow Agreement, the Company and the other parties thereto substantially in the form attached hereto as Exhibit D (the “Tax Receivable Agreement”) duly executed by WINDBuyer, Sellers and the Company and such of the other parties thereto as have executed the same;Escrow Agent. (d) The Agreement and Plan of Merger dated as Notwithstanding the order of the Effective Date among WINDdeliveries by the parties set forth above, the Companyall actions and deliveries are deemed to have occurred simultaneously, D. E. Shaw MWPH Acquisition Holdings, L.L.C. and the Blocker LLCs party thereto substantially in the form attached hereto as Exhibit E (the “Blocker Merger Agreement”) duly executed by WIND, the Company and the other parties thereto; and (e) The Nominating Agreement dated as none shall be deemed to have been completed until each of the Effective Date among WIND, D. E. Shaw MWP Acquisition Holdings, L.L.C., D. E. Shaw MWPH Acquisition Holdings, L.L.C. Actions and Madison Dearborn Capital Partners IV, L.P. substantially deliveries set forth in this Section 3.02 has been completed or has been waived by the form attached hereto as Exhibit F (the “Nominating Agreement”) duly executed by WIND and the other parties theretoparty entitled to make such waiver.

Closing Deliverables. Immediately after the Effective Time, WIND (a) The Seller Parties shall deliver, deliver or cause to be delivered, delivered to the parties thereto, the following documents (collectively, the “Closing Deliverables”):Purchaser: (ai) if so requested by the Exchange Agreement dated Purchaser prior to the Closing, at Closing, a certificate executed by a duly authorized officer of the Seller Parties certifying that each of the Seller Parties’ representations and warranties set forth in Article II is true, accurate and complete as of the Effective Date among WINDClosing Date; (ii) at Closing, the Company an assignment, assumption, termination and the other parties thereto acknowledgement agreement, substantially in the form attached hereto as Exhibit B A (the “Exchange Assignment, Assumption, Guaranty Termination and Acknowledgement Agreement”), executed by a duly authorized officer of the Seller Parties, evidencing, among other things, (i) the transfer of the Seller’s entire Membership Interest to the Purchaser at the Closing, (ii) the termination of the Guaranty, dated as of January 15, 2015 (the “Guaranty”), by and between SNI and CCI and (iii) the continuation of the Tax Matters Agreement, dated as of December 15, 2009, by and among Scripps, the Seller Parties, Company, and TCM Sub, LLC (as amended, the “Tax Matters Agreement”) duly executed by WIND, in full force and effect after the Company and such Closing as further described in Section 3 of the other parties thereto as have executed the sameAssignment, Assumption, Guaranty Termination and Acknowledgement Agreement; (biii) at Closing, a certification of non-foreign status of Seller, substantially in the Registration Rights Agreement dated form attached hereto as Exhibit B; (iv) at Closing, the resignation of each Member Representative designated by Seller, effective as of the Effective Date among WIND and the other parties thereto Closing, substantially in the form attached hereto as Exhibit C (collectively, the “Registration Rights AgreementRepresentative Resignations”) duly executed by WIND and such of the other parties thereto as have executed the same; (c) the Tax Receivable Agreement dated as of the Effective Date among WIND, the Company and the other parties thereto substantially in the form attached hereto as Exhibit D (the “Tax Receivable Agreement”) duly executed by WIND, the Company and such of the other parties thereto as have executed the same; (d) The Agreement and Plan of Merger dated as of the Effective Date among WIND, the Company, D. E. Shaw MWPH Acquisition Holdings, L.L.C. and the Blocker LLCs party thereto substantially in the form attached hereto as Exhibit E (the “Blocker Merger Agreement”) duly executed by WIND, the Company and the other parties thereto); and (ev) The Nominating Agreement dated any other instructions, instruments, documents or agreements of conveyance or transfer necessary or desirable to transfer to and confirm in the Purchaser all right, title and interest in and to the Seller’s Membership Interest, as reasonably requested by the Purchaser. (b) Scripps shall deliver or cause to be delivered to the Seller: (i) at Closing, the Purchase Price in cash by wire transfer of immediately available funds in accordance with the wire transfer instructions provided by the Seller to the Purchaser prior to the Closing; (ii) if so requested by the Seller prior to the Closing, at Closing, a certificate executed by a duly authorized officer of Scripps certifying that each of the Purchaser’s and SNI’s representations and warranties set forth in Article III is true, accurate and complete as of the Effective Date among WINDClosing Date; (iii) at Closing, D. E. Shaw MWP Acquisition Holdingsthe Assignment, L.L.C.Assumption, D. E. Shaw MWPH Acquisition HoldingsGuaranty Termination and Acknowledgement Agreement, L.L.C. and Madison Dearborn Capital Partners IV, L.P. substantially in the form attached hereto as Exhibit F (the “Nominating Agreement”) duly executed by WIND a duly authorized officer of the Purchaser, SNI and the Company; (iv) at Closing, the Representative Resignations, executed by a duly authorized officer of the Company; and (v) any other parties theretoinstructions, instruments, documents or agreements of assumption necessary or desirable to evidence the assumption by the Purchaser of the obligations relating to events occurring after the Closing with respect to the Seller’s Membership Interest pursuant to the Operating Agreement.

Closing Deliverables. Immediately after the Effective Time, WIND shall deliver, or cause to be delivered, to the parties thereto, the following documents (collectively, the “Closing Deliverables”): (a) At the Exchange Agreement dated Closing, the Seller Parties shall deliver to Buyer the following: (i) a quitclaim deed with respect to the Property, in form and substance reasonably satisfactory to Buyer (each, a “Deed”) and duly executed and notarized by Bango Oil; (ii) an owner’s title insurance policy with respect to the Property (at the Seller Parties’ expense), issued by a nationally recognized title insurance company reasonably acceptable to Buyer, written as of the Effective Date among WINDClosing Date, insuring Buyer in such amounts and together with such endorsements, and otherwise in such form, as Buyer shall, in its sole discretion, require. Such title insurance policy shall insure fee simple title to the Company Property, free and clear of all Encumbrances other than Permitted Encumbrances and those listed on Section 4.06(a)(i) of the Disclosure Schedules; (iii) an appropriately certified ALTA/ACSM Land Title Survey (at the Seller Parties’ expense) showing no Encumbrances other parties thereto substantially than the Permitted Encumbrances and those listed on Section 4.06(a)(i) of the Disclosure Schedules, and otherwise in form and substance reasonably satisfactory to Buyer, for the Property; (iv) the Joinder Agreement executed by Bango Oil; (v) the Escrow Agreement duly executed by Parent; (vi) the Swap Agreement duly executed by Parent (or its Affiliate); (vii) the Off-Take Agreement duly executed by Parent (or its Affiliate); (viii) a bxxx of sale in the form attached of Exhibit F hereto as Exhibit B (the “Exchange Bxxx of Sale”) and duly executed by each applicable Seller Party, transferring the tangible personal property included in the Purchased Assets to Buyer; (ix) an assignment and assumption agreement in the form of Exhibit G hereto (the “Assignment and Assumption Agreement”) and duly executed by WINDeach applicable Seller Party, effecting the Company assignment to and such assumption by Buyer of the Assigned Contracts; (x) a legal opinion from the Seller Parties’ counsel regarding authority of the Seller Parties and enforceability of the Transaction Documents; (xi) the Seller Closing Certificate; (xii) the certificates of the Secretary or Assistant Secretary (or other parties thereto appropriate officer) of each Seller Party required by Section 7.02(j) and Section 7.02(k); (xiii) the Funds Flow Memorandum, duly executed by the Seller Parties; and (xiv) such other customary instruments of transfer, assumption, filings or documents, in form and substance reasonably satisfactory to Buyer, as have executed the same;may be required to give effect to this Agreement. (b) At the Registration Rights Closing, Buyer shall deliver to Parent (or such other Persons as are designated by Parent) the following: (i) the Purchase Price less the Escrow Amount; (ii) the Escrow Agreement dated as of the Effective Date among WIND and the other parties thereto substantially in the form attached hereto as Exhibit C (the “Registration Rights Agreement”) duly executed by WIND Buyer; (iii) the Assignment and such Assumption Agreement duly executed by Buyer; and (iv) the Buyer Closing Certificate. (v) the Swap Agreement duly executed by Buyer; (vi) the Off-Take Agreement duly executed by Buyer; (vii) the certificate of the Secretary or Assistant Secretary (or other parties thereto as have appropriate officer) of Buyer required by Section 7.03(g); (viii) two original medallion guaranteed stock powers relating to the shares of Vertex Common Stock deposited into the Escrow Account; and (ix) the Confirmation of Accredited Investor Status and Investor Representations executed the same;by Buyer. (c) At the Tax Receivable Agreement dated as of Closing, Buyer shall deliver the Effective Date among WIND, Escrow Amount to the Company and Escrow Agent pursuant to the other parties thereto substantially in the form attached hereto as Exhibit D (the “Tax Receivable Escrow Agreement”) duly executed by WIND, the Company and such of the other parties thereto as have executed the same; (d) The Agreement and Plan of Merger dated as of the Effective Date among WIND, the Company, D. E. Shaw MWPH Acquisition Holdings, L.L.C. and the Blocker LLCs party thereto substantially in the form attached hereto as Exhibit E (the “Blocker Merger Agreement”) duly executed by WIND, the Company and the other parties thereto; and (e) The Nominating Agreement dated as of the Effective Date among WIND, D. E. Shaw MWP Acquisition Holdings, L.L.C., D. E. Shaw MWPH Acquisition Holdings, L.L.C. and Madison Dearborn Capital Partners IV, L.P. substantially in the form attached hereto as Exhibit F (the “Nominating Agreement”) duly executed by WIND and the other parties thereto.

Closing Deliverables. Immediately The closing documents to be delivered on or prior to the Closing Date (the “Closing Documents”) shall consist of each of the following: (a) Except with respect to the Ohio Delinquent Loans as to which the provisions of Section 6.11 shall apply, the Sellers shall convey all of the Purchased Assets to the Purchaser and shall deliver to the Purchaser such appropriately executed instruments of sale, transfer, assignment, conveyance and delivery, certificates duly registered in the Purchaser’s name (or as otherwise specified by the Purchaser) representing the Residuals, and all other instruments of conveyance which are necessary or desirable to effect transfer to the Purchaser of good and marketable title to the Purchased Assets free and clear of all Liens, Claims or encumbrances (and in the case of Residuals, sufficient documentation to permit the transfer agent to register title to the Residuals in the name of the Purchaser and issue a certificate in the Purchaser’s name or its designee as set forth in Section 7.2(e)). Notwithstanding anything to the contrary in this Section, with respect to the Purchased Assets represented by the Absent Certificates, the Sellers are not required to deliver at Closing any original certificates or other documents or instruments other than those set forth in Exhibit 6.12 hereto. (b) The original certificates on account of the Residuals, together with fully executed assignments with medallion signature guaranteed, or if original certificates are not available, an unqualified opinion of counsel or other acceptable equivalent such as the Sale Order in the form attached hereto as Exhibit B with respect to the Purchased Assets represented by the Absent Certificates (the “Residual Title Order”). For the avoidance of doubt, entry of a Residual Title Order shall satisfy the conditions set forth in section 7.2(e). (c) Irrevocable instructions to the trustee or the indenture trustee, as applicable, for the transaction in which the Residuals were issued directing that any rights of the Sellers to receive distributions in respect of the Residuals made after the Effective TimeClosing Date be made to the Purchaser or its designee. (d) The Sellers and the Purchaser shall deliver all other Transaction Documents required to be delivered by or on behalf of such Person, WIND as applicable. Notwithstanding anything to the contrary in this Section, with respect to the Purchased Assets represented by the Absent Certificates, the Sellers are not required to deliver at Closing any original certificates or other documents or instruments other than those set forth in Exhibit 6.12 hereto. (e) The Company shall deliver, or cause to be delivered, at the Closing (or in the case of Ohio Delinquent Loans at the times set forth in Section 6.11), to the parties theretoPurchaser or to such Person as the Purchaser may designate (including, without limitation, any custodian(s) appointed by the following Purchaser to hold such items) all Files and documentation and other items pertaining to the LNFA Mortgage Loans customarily held in the applicable custodial file, including, without limitation, guarantees, mortgages and other security agreements and all assignments, assumptions, modifications, consolidations and extensions thereof, UCC financing statements, if any, or such other evidence of perfection of a security interest in the applicable collateral in the relevant jurisdictions, powers of attorney, certificates of title, all evidence of title insurance policies and all other credit and origination documentation related to the loan Files associated with the applicable LNFA Mortgage Loan, which shall include final HUD-1s (to the extent such HUD-1s are in the possession of the Seller; provided that if such HUD-1s are not in the possession of Seller, Seller will cooperate until Closing with Purchaser to obtain any missing HUD-1s) and Truth in Lending disclosures, in each case to the extent such documents or instruments are in Sellers’ possession, and original notes (collectivelywith appropriate endorsements) (or if the Company or custodian is not in possession of such original notes, the “Closing Deliverables”):a lost note affidavit, together with a copy of such original notes). (af) The Sellers shall execute and deliver to the Exchange Agreement dated as Purchaser ten (10) originals of the Effective Date among WIND, the Company and the other parties thereto substantially in the form attached hereto as Exhibit B (the “Exchange Agreement”) duly executed by WIND, the Company and such a power of the other parties thereto as have executed the same; (b) the Registration Rights Agreement dated as of the Effective Date among WIND and the other parties thereto substantially attorney in the form attached hereto as Exhibit C (the “Registration Rights AgreementPower of Attorney”). (g) duly executed by WIND The Sellers will deliver, or cause to be delivered, to the Purchaser’s third-party custodian bailee no later than two (2) days prior to the Closing Date, the original mortgage, promissory notes, contracts and such certificates that evidence the LNFA Mortgage Loans with evidence of recording thereon, or if the original mortgage has not yet been returned from the recording office, a true copy of the other parties thereto as have mortgage which has been delivered for recording in the appropriate recording office of the jurisdiction in which the real property has been delivered, and executed assignments of mortgage showing a complete chain of assignment of mortgage to the same;Purchaser and endorsements or allonges to the mortgage notes, in each case to the extent such documents are in Sellers’ possession; provided that if any LNFA Mortgage Loans are registered on the MERS system, the Parties will mutually agree on the application of this paragraph prior to Closing. (ch) the Tax Receivable Agreement dated as The Sellers shall deliver certificates executed on behalf of the Effective Date among WINDSellers by a duly authorized officer certifying as to the incumbency, and authenticating the Company signatures of, officers executing this Agreement and the other parties thereto substantially in the form attached hereto as Exhibit D (the “Tax Receivable Agreement”) duly executed by WIND, the Company and such certificates delivered hereunder on behalf of the other parties thereto Sellers, and certifying as have executed to the same; (d) The Agreement adoption and Plan continuing effect of Merger dated as appropriate resolutions authorizing the Sellers’ execution, delivery and performance of the Effective Date among WIND, the Company, D. E. Shaw MWPH Acquisition Holdings, L.L.C. and the Blocker LLCs party thereto substantially in the form attached hereto as Exhibit E (the “Blocker Merger this Agreement”) duly executed by WIND, the Company and the other parties thereto; and (e) The Nominating Agreement dated as of the Effective Date among WIND, D. E. Shaw MWP Acquisition Holdings, L.L.C., D. E. Shaw MWPH Acquisition Holdings, L.L.C. and Madison Dearborn Capital Partners IV, L.P. substantially in the form attached hereto as Exhibit F (the “Nominating Agreement”) duly executed by WIND and the other parties thereto.

Closing Deliverables. Immediately after At the Effective TimeClosing, (i) the Company shall deliver to the other Parties the certificate required to be delivered by the Company pursuant to Section 7.2(c); (ii) the Company shall deliver to the other Parties the A&R LLC Agreement duly executed by the Company, WIND Splitter and Blocker; (iii) the Company shall deliverdeliver to CABO the Company RCA duly executed by the Company; (iv) Blocker shall deliver to CABO the Blocker LLC Agreement duly executed by Blocker and Blocker Seller; (v) Splitter, Blocker and Blocker Seller shall deliver to CABO the definitive documentation effecting the Restructuring Transactions; (vi) Blocker Seller shall deliver or cause to be delivereddelivered to CABO the GTCR RCA duly executed by GTCR Management XII, to the parties thereto, the following documents (collectively, the “Closing Deliverables”):LLC; (avii) the Exchange Agreement dated as of the Effective Date among WIND, the The Company and the other parties thereto substantially in the form attached hereto as Exhibit B (the “Exchange Agreement”shall deliver to CABO Indemnification Agreement(s) duly executed by WIND, the Company and Mega Broadband Investments LLC (as guarantor) in favor of each CABO Manager (as defined in the A&R LLC Agreement), in each case in form and substance reasonably satisfactory to CABO and such of the other parties thereto as have executed the sameCABO Managers; (bviii) Each of the Company, Splitter, Blocker and Blocker Seller shall have delivered to CABO a certificate of the secretary or other appropriate officer of such entity certifying as to (i) with respect to the Company and Blocker, true and complete copies of the organizational documents of such entity (after giving effect to the Restructuring Transactions), and (ii) copies of the resolutions duly adopted by its board of directors or managers or similar governing body approving the execution and delivery of this Agreement and the other documents contemplated hereby (including with respect to the consummation of the Restructuring Transactions); (ix) CABO shall deliver to the other Parties the certificate required to be delivered by CABO pursuant to Section 7.3(c); (x) CABO shall deliver to the Company the A&R LLC Agreement duly executed by CABO; (xi) CABO shall deliver to Blocker the Blocker LLC Agreement duly executed by CABO; (xii) CABO shall deliver to the Company a joinder to the Registration Rights Agreement Agreement, dated as of October 2, 2017, by and among the Effective Date among WIND Company and the other parties thereto substantially in the form attached hereto as Exhibit C (the “Registration Rights Agreement”) unitholders party thereto, duly executed by WIND and such of the other parties thereto as have executed the sameCABO; (cxiii) the Tax Receivable Agreement dated as of the Effective Date among WIND, CABO shall deliver to the Company and the other parties thereto substantially in the form attached hereto as Exhibit D (the “Tax Receivable Agreement”) CABO RCA duly executed by WIND, the Company and such of the other parties thereto as have executed the same; (d) The Agreement and Plan of Merger dated as of the Effective Date among WIND, the Company, D. E. Shaw MWPH Acquisition Holdings, L.L.C. and the Blocker LLCs party thereto substantially in the form attached hereto as Exhibit E (the “Blocker Merger Agreement”) duly executed by WIND, the Company and the other parties theretoCABO; and (exiv) The Nominating Agreement dated as CABO shall have delivered to the Company a certificate of the Effective Date among WIND, D. E. Shaw MWP Acquisition Holdings, L.L.C., D. E. Shaw MWPH Acquisition Holdings, L.L.C. secretary or other appropriate officer certifying as to copies of the resolutions duly adopted by its board of directors approving the execution and Madison Dearborn Capital Partners IV, L.P. substantially in the form attached hereto as Exhibit F (the “Nominating Agreement”) duly executed by WIND delivery of this Agreement and the other parties theretodocuments contemplated hereby.

Closing Deliverables. Immediately after the Effective Time, WIND shall deliver, or cause to be delivered, to the parties thereto, the following documents (collectively, the “Closing Deliverables”): (a) At the Exchange Agreement Closing, each of the Seller and the Purchaser shall deliver to the other party hereto a duly executed counterpart to the Bill of Sale, evidencing the sale and assignment to the Purchaser of the Purchased Royalty Interest. (b) At the Closing, the Seller shall deliver to the Purchaser a certificate of an executive officer of the Seller, dated as of the Effective Date among WINDClosing Date, certifying as to the (i) accuracy and completeness of attached copies of the organizational documents of the Seller and resolutions of the governing body of the Seller authorizing and approving the execution, delivery and performance by the Seller of the Transaction Documents and the transactions contemplated thereby and (ii) the incumbency of the officer or officers of the Seller who have executed and delivered the Transaction Documents, including therein a signature specimen of each such officer or officers. (c) At the Closing, the Company Purchaser shall deliver to the Seller a certificate of an executive officer of the Purchaser, dated as of the Closing Date, certifying as to the (i) accuracy and completeness of attached copies of the organizational documents of the Purchaser and (d) At the Closing, the Seller shall deliver to the Purchaser a duly completed and executed IRS Form W-9. (e) At the Closing, the Purchaser shall deliver to the Seller a duly completed and executed IRS Form W-8BEN-E pursuant to Section 5.10(b). (f) At the Closing, the Seller shall deliver to the Purchaser an opinion of Xxxxxxx Procter LLP, counsel to the Seller, in a form previously agreed between the Seller and the Purchaser. (g) At the Closing, the Seller shall deliver to GSK a duly executed copy of the GSK Instruction and shall provide evidence to Purchaser of such delivery. (h) At the Closing, each of the Seller and the Purchaser shall deliver to the other parties thereto substantially party hereto a duly executed counterpart to the Funds Flow in the form attached hereto as Exhibit B (the “Exchange Agreement”) duly executed by WIND, the Company and such of the other parties thereto as have executed the same; (b) the Registration Rights Agreement dated as of the Effective Date among WIND and the other parties thereto substantially in the form attached hereto as Exhibit C (the “Registration Rights Agreement”) duly executed by WIND and such of the other parties thereto as have executed the same; (c) the Tax Receivable Agreement dated as of the Effective Date among WIND, the Company and the other parties thereto substantially in the form attached hereto as Exhibit D (the “Tax Receivable Agreement”) duly executed by WIND, the Company and such of the other parties thereto as have executed the same; (d) The Agreement and Plan of Merger dated as of the Effective Date among WIND, the Company, D. E. Shaw MWPH Acquisition Holdings, L.L.C. and the Blocker LLCs party thereto substantially in the form attached hereto as Exhibit E (the “Blocker Merger Agreement”) duly executed by WIND, the Company and the other parties thereto; and (e) The Nominating Agreement dated as of the Effective Date among WIND, D. E. Shaw MWP Acquisition Holdings, L.L.C., D. E. Shaw MWPH Acquisition Holdings, L.L.C. and Madison Dearborn Capital Partners IV, L.P. substantially in the form attached hereto as Exhibit F (the “Nominating Agreement”) duly executed by WIND and the other parties thereto.G. ARTICLE VII INDEMNIFICATION Section 7.1

Closing Deliverables. Immediately after (a) On or prior to the Effective TimeClosing, WIND the Company shall deliverissue, deliver or cause to be delivered, delivered to the parties thereto, each Purchaser the following documents (collectively, the “Closing Company Deliverables”): (ai) evidence of the Exchange Agreement issuance of the Securities in the name of the Purchasers by book-entry statement from the Company’s transfer agent (or, if the Purchaser requests that the Securities are to be represented in certificated form, a certificate representing the Securities in the name of such Purchaser as set forth on the Stock Certificate Questionnaire included as Exhibit C hereto (the “Stock Certificate”)). (ii) a legal opinion of Company Counsel, dated as of the Effective Closing Date among WINDand in form and substance reasonably satisfactory to the Purchasers, executed by such counsel and addressed to the Purchasers and the Placement Agents; (iii) the Registration Rights Agreement, duly executed by the Company; (iv) duly executed Irrevocable Transfer Agent Instructions acknowledged in writing by the Transfer Agent instructing the Transfer Agent to deliver, on an expedited basis, of the issuance of the Securities equal to such Purchaser’s Subscription Amount divided by the Purchase Price, registered in the name of such Purchaser; (v) the Company shall have filed with Nasdaq a Notification Form: Listing of Additional Shares for the listing of the Securities and the Conversion Shares and shall have received confirmation from Nasdaq that it has completed its review of such form with no objections to the transactions contemplated herein. (vi) a certificate of the Secretary of the Company (the “Secretary’s Certificate”), dated as of the Closing Date, (a) certifying the resolutions adopted by the Board of Directors of the Company or a duly authorized committee thereof approving the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the Securities and the Conversion Shares, (b) certifying the current versions of the certificate of incorporation, as amended, and bylaws of the Company and (c) certifying as to the other parties thereto signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company, in substantially the form attached hereto as Exhibit E; (vii) the Compliance Certificate referred to in Section 5.1(h); (viii) a certificate evidencing the formation and good standing of the Company issued by the Secretary of State of the State of Delaware, as of a date within three (3) Business Days of the Closing Date; and (ix) a certificate evidencing the Company’s qualification as a foreign corporation and good standing issued by the Secretary of State (or comparable office) of each jurisdiction in which the Company is qualified to do business as a foreign corporation, as of a date within three (3) Business Days of the Closing Date; and (xi) a certified copy of the Certificate of Designation, as filed with the Secretary of State of the State of Delaware. (b) On or prior to the Closing, each Purchaser shall deliver or cause to be delivered to the Company the following (the “Purchaser Deliverables”): (i) this Agreement, duly executed by such Purchaser; (ii) its Subscription Amount, in United States dollars and in immediately available funds, in the amount set forth in the “Aggregate Purchase Price (Subscription Amount)” column opposite each Purchaser’s name in the table set forth on Annex A by wire transfer to the Company; (iii) the Registration Rights Agreement, duly executed by such Purchaser; and (iv) a fully completed and duly executed Stock Certificate Questionnaire in the form attached hereto as Exhibit B (the “Exchange Agreement”) duly executed by WINDC, the Company and such of the other parties thereto as have executed the same; (b) the Registration Rights Agreement dated as of the Effective Date among WIND and the other parties thereto substantially in the form attached hereto as Exhibit C (the “Registration Rights Agreement”) duly executed by WIND and such of the other parties thereto as have executed the same; (c) the Tax Receivable Agreement dated as of the Effective Date among WIND, the Company and the other parties thereto substantially in the form attached hereto as Exhibit D (the “Tax Receivable Agreement”) duly executed by WIND, the Company and such of the other parties thereto as have executed the same; (d) The Agreement and Plan of Merger dated as of the Effective Date among WIND, the Company, D. E. Shaw MWPH Acquisition Holdings, L.L.C. and the Blocker LLCs party thereto substantially in the form attached hereto as Exhibit E (the “Blocker Merger Agreement”) duly executed by WIND, the Company and the other parties thereto; and (e) The Nominating Agreement dated as of the Effective Date among WIND, D. E. Shaw MWP Acquisition Holdings, L.L.C., D. E. Shaw MWPH Acquisition Holdings, L.L.C. and Madison Dearborn Capital Partners IV, L.P. substantially in the form attached hereto as Exhibit F (the “Nominating Agreement”) duly executed by WIND and the other parties theretoif applicable.

Closing Deliverables. Immediately after (a) The closing of the Effective Time, WIND transactions contemplated by Section 2.01 (the “Closing”) shall deliver, or cause to be delivered, to take place remotely via the parties thereto, electronic exchange of the following closing documents and signatures (collectively, followed by prompt delivery of the originals therefor) on the date hereof (the “Closing DeliverablesDate”): (a) ). All transactions occurring at the Exchange Agreement dated Closing shall be deemed to occur simultaneously, and shall be effective as of the Effective Date among WINDClosing and upon occurrence of all transactions contemplated by this Section 2.02. For the avoidance of doubt, the Company consummation of the transactions described in this Section 2.02 shall occur together, and the Closing shall be deemed not to have occurred if any party fails to deliver any agreement or other parties thereto instrument or document required under this Section 2.02. (b) At the Closing, Tencent Parent shall: (i) deliver to JD Parent copies of the Transaction Documents duly and validly executed by Tencent Parent and/or its Subsidiaries and Affiliates that are a party thereto; (ii) deliver to JD Parent the opinions from PRC counsel, in substantially in the form attached hereto as Exhibit B (the “Exchange Agreement”) duly executed by WIND, the Company E-1 and such of the other parties thereto as have executed the same; (b) the Registration Rights Agreement Exhibit E-2 addressed to JD Parent and dated as of the Effective Date among WIND Closing Date; (iii) deliver or cause the delivery of all the documents expressly required under the Transaction Documents required to be delivered to JD Parent, its Subsidiaries or Affiliates at Closing, as applicable; and (iv) deliver to JD Parent a Secretary’s Certificate certifying that the board of directors of Tencent Parent has duly approved this Agreement and the Transaction Documents. (c) At the Closing, JD Parent shall: (i) deliver to Tencent Parent duly issued share certificates issued in favor of BuyCo representing the JD Shares purchased by Tencent Parent or such Subsidiary, duly signed and sealed for and on behalf of JD Parent; (ii) deliver to Tencent Parent copies of the Transaction Documents duly and validly executed by each party to such Transaction Document (other parties thereto than Tencent Parent and/or its Subsidiaries and Affiliates); (iii) cause its register of members to be duly updated to reflect the issue and allotment of JD Shares purchased by BuyCo, and deliver a copy of such updated register of members to Tencent Parent, certified as a true and correct copy by JD Parent’s registered office provider; (iv) deliver to Tencent Parent an updated copy of the register of directors of JD Parent to evidence the appointment of Tencent Parent’s nominee to the board of directors of JD Parent, such register duly certified as a true and correct copy by JD Parent’s registered agent or a director of JD Parent; (v) deliver to Tencent Parent the opinions from PRC counsel, in substantially in the form attached hereto as Exhibit C (the “Registration Rights Agreement”) duly executed by WIND F-1 and such of the other parties thereto as have executed the same; (c) the Tax Receivable Agreement dated as of the Effective Date among WINDExhibit F-2, the Company and the other parties thereto from Cayman Islands counsel, in substantially in the form attached hereto as Exhibit D (the “Tax Receivable Agreement”) duly executed by WINDG, the Company in each case addressed to Tencent Parent and such of the other parties thereto as have executed the same; (d) The Agreement and Plan of Merger dated as of the Effective Date among WINDClosing Date; (vi) deliver to Tencent Parent a certificate of good standing, dated no later than five (5) Business Days prior to the CompanyClosing Date, D. E. Shaw MWPH Acquisition Holdings, L.L.C. and issued by the Blocker LLCs party thereto substantially in Registrar of Companies of the form attached hereto as Exhibit E (the “Blocker Merger Agreement”) duly executed by WIND, the Company and the other parties theretoCayman Islands with respect to JD Parent; and (evii) The Nominating Agreement dated as deliver to Tencent Parent copies of the Effective Date among WINDresolutions of the board of directors of JD Parent, D. E. Shaw MWP Acquisition Holdings, L.L.C., D. E. Shaw MWPH Acquisition Holdings, L.L.C. and Madison Dearborn Capital Partners IV, L.P. substantially in the form attached hereto as Exhibit F (the “Nominating Agreement”) duly executed by WIND approving this Agreement and the other parties theretoTransaction Documents.

Closing Deliverables. Immediately after the Effective Time, WIND shall deliver, On or cause to be delivered, prior to the parties theretoClosing Date, Seller shall have delivered to Purchaser all of the following documents (collectively, the “Closing Deliverables”):following: (a) a certificate from Seller in a form reasonably satisfactory to Purchaser, dated the Exchange Agreement dated as of Closing Date, stating that the Effective Date among WINDpreconditions specified in Sections 7.1, the Company 7.2 and the other parties thereto substantially in the form attached hereto as Exhibit B (the “Exchange Agreement”) duly executed by WIND, the Company and such of the other parties thereto as 7.3 have executed the samebeen satisfied; (b) copies of resolutions, certified by the Registration Rights Secretary of Seller, of Seller's board of directors and stockholders (if required) approving this Agreement dated as of the Effective Date among WIND and the other parties thereto substantially in the form attached hereto as Exhibit C (the “Registration Rights transactions contemplated by this Agreement”) duly executed by WIND and such of the other parties thereto as have executed the same; (c) the Tax Receivable Agreement dated as certificates of the Effective Date among WINDSecretary of State of the state of incorporation or organization of Seller and each Acquired Company for each state where any of the Acquired Companies are qualified to do business providing that such Acquired Company is in good standing, the Company and the other parties thereto substantially except where any failure to be so qualified to do business, individually or in the form attached hereto as Exhibit D (the “Tax Receivable Agreement”) duly executed by WINDaggregate, the Company and such of the other parties thereto as have executed the samewould not give rise to a Material Adverse Effect; (d) The Agreement and Plan of Merger dated as a copy of the Effective Date among WIND, the certificate of incorporation or equivalent governing document for Seller and each Acquired Company, D. E. Shaw MWPH Acquisition Holdingscertified by the appropriate authority in the jurisdiction in which such entity was incorporated or organized; (e) a copy of the bylaws or equivalent governing document for Seller and each Acquired Company, L.L.C. certified by an officer of such Acquired Company; (f) all stock certificates and other instruments evidencing ownership of each of the Blocker LLCs party thereto substantially Acquired Companies; (g) all minute books, stock books, ledgers and registers, corporate seals and other corporate records relating to the organization, ownership and maintenance of each Acquired Company; (h) such other documents or instruments as Purchaser may reasonably request to effect the transactions contemplated hereby; (i) an executed counterpart of the Shared Services Agreement attached hereto in the form attached hereto as of Exhibit E (the “Blocker Merger Agreement”) duly executed by WIND, the Company and the other parties theretoB hereto; and (ei) The Nominating Agreement dated as an executed copy of the Effective Date among WINDopinion of Seller's outside counsel, D. E. Shaw MWP Acquisition HoldingsXxxxxx Godward LLP; (ii) an executed copy of the opinion of Seller's special Delaware counsel, L.L.C.Morris, D. E. Shaw MWPH Acquisition HoldingsNichols, L.L.C. Arst and Madison Dearborn Capital Partners IVTunnel, L.P. substantially with respect to certain matters under Section 271 of the DGCL; and (iii) an executed copy of an opinion of Seller's General Counsel as to the title of Seller to the Acquired Stock, which opinions in clauses (i) through (iii) above (A) shall provide that Purchaser's senior lenders may rely thereon and (B) shall collectively be in the form of Exhibit C hereto. (k) an executed counterpart of an assumption agreement among Seller, and the Acquired Companies pursuant to which Seller shall assume certain obligations of the Acquired Companies that are referenced on Exhibit D attached hereto; (l) an executed termination agreement in the form of Exhibit E attached hereto as by and between Seller and Xxxxx Xxxx with respect to Xxxxx Xxxx'x employment agreement with Seller; (m) executed counterpart copies of non-solicitation agreements by and between Purchaser and Xxxxx Xxxxxx for the benefit of Purchaser in the form of Exhibit F attached hereto and by and between Purchaser and each of Xxxxx X. Xxxxxxx and Xxxxxx X. Xxxxxxx, in each case, for the benefit of Purchaser in the form of Exhibit G attached hereto; and (i) an executed counterpart assignment in form and substance reasonably satisfactory to Purchaser, pursuant to which Seller assigns to Purchaser, in its capacity as the “Nominating Agreement”corporate parent of the Acquired Companies, the right to direct any and all claims of the Acquired Companies under Seller's occurrence-based insurance policies relating to matters occurring prior to the Closing Date with respect to the applicable insurance companies, subject to any other written agreement between Purchaser and Seller in this connection; (ii) duly an instruction letter to Seller's insurance broker stating that the Acquired Companies have been acquired by Purchaser and instructing such broker to forward information on claims, if any, relating to matters occurring prior to the Closing Date to a named contact at the Acquired Companies and to forward copies of such information to Purchaser's key contact; and (iii) a letter from Seller's insurance broker indicating that premiums have been paid with respect to Seller's occurrence-based insurance policies. Any condition specified in this Section 7 may be waived by Purchaser in its sole discretion; provided, however that no such waiver shall be effective against Purchaser unless it is set forth in a writing executed by WIND and the other parties theretoPurchaser.

Closing Deliverables. Immediately after the Effective Time, WIND shall deliver, or cause to be delivered, to the parties thereto, the following documents (collectively, the “Closing Deliverables”): (a) On the Exchange Agreement dated as Closing Date, the Seller shall deliver to the Buyers the following: Seller shall deliver to the Buyers an officers' and incumbency certificate, which shall include the following: (a) certified organizational documents and governing documents for the Seller; (b) resolutions of the Effective Date among WINDboard of governors and equity holders of each of the Seller approving the transaction contemplated hereunder, and good standing certificates for the Company and Seller; an executed xxxx of sale for each of the other parties thereto substantially Buyers in the form attached hereto as Exhibit A ("Xxxx of Sale"); an executed assumption agreement for each of the Buyers attached hereto as Exhibit B (the “Exchange "Assignment and Assumption Agreement”) duly "); an executed by WIND, the Company and such assignment of intellectual property for each of the other parties thereto as have executed the same; (b) the Registration Rights Agreement dated as of the Effective Date among WIND and the other parties thereto substantially Buyers in the form attached hereto as Exhibit C ("P Assimment and Assumption Agreement"); the “Registration Rights Non-Competition Agreement”; a Transition Services Agreement; any other conveyance documents required to be executed and delivered by the Buyers; the Required Consents and Governmental Authorization set forth on Schedule 6.1 (b); and any other executed ancillary documents contemplated under this Agreement. (b) duly executed by WIND and such of On the other parties thereto as have executed Closing Date Buyers and/or IWA shall deliver to the sameSeller, or the Parent, at Closing: (i) any documentation required to be delivered pursuant to Section 6.2 above; (cii) the Tax Receivable Agreement dated as of the Effective Date among WIND, the Company and the other parties thereto substantially in the form attached hereto as Exhibit D (the “Tax Receivable Agreement”) duly executed by WIND, the Company and such of the other parties thereto as have executed the sameCash Purchase Price; (diii) The Agreement the executed Assignment and Plan of Merger dated as of the Effective Date among WIND, the Company, D. E. Shaw MWPH Acquisition Holdings, L.L.C. and the Blocker LLCs party thereto substantially in the form attached hereto as Exhibit E (the “Blocker Merger Assumption Agreement”) duly executed by WIND, the Company and the other parties thereto; and; (eiv) The Nominating Agreement dated as of the Effective Date among WIND, D. E. Shaw MWP Acquisition Holdings, L.L.C., D. E. Shaw MWPH Acquisition Holdings, L.L.C. and Madison Dearborn Capital Partners IV, L.P. substantially executed P Assignment Agreement; the executed Non-Competition Agreement; the executed Transition Services Agreement; the leases for the Leased Real Property entered into with the Parent in the form attached hereto as Exhibit F ("Lease Agreements"); each of the “Nominating Buyers shall deliver to the Seller an officers' and incumbency certificate, which shall include the following: (a) certified organizational documents and governing documents for Buyers; (b) resolutions of the board of directors and governors of Buyers authorizing the transactions contemplated hereunder, and good standing certificates for the Buyers; and any other executed ancillary documents contemplated under this Agreement”) duly executed by WIND and the other parties thereto.

Closing Deliverables. Immediately after the Effective Time, WIND shall deliver, or cause to be delivered, to the parties thereto, the following documents (collectively, the “Closing Deliverables”): (a) At the Exchange Agreement dated as of the Effective Date among WINDClosing, the Company Vendor Parties shall deliver to the Purchaser the following: (i) the Escrow Agreement duly executed by the Vendor; (ii) a xxxx of sale and the other parties thereto substantially general conveyance in the form attached hereto as Exhibit B agreed to by the parties (the “Exchange Xxxx of Sale and General Conveyance”) duly executed by the Vendor, transferring the Tangible Personal Property included in the Purchased Assets to the Purchaser; (iii) an assignment and assumption agreement in the form agreed to by the parties (the “Assignment and Assumption Agreement”) duly executed by WINDthe Vendor, effecting the Company assignment to and such assumption by the Purchaser of the other parties thereto as have executed Purchased Assets and the sameAssumed Liabilities; (biv) the Registration Rights Agreement dated as of the Effective Date among WIND and the other parties thereto substantially an assignment in the form attached hereto as Exhibit C agreed to by the parties (the “Registration Rights IP Assignments”) duly executed by the Vendor, transferring all of the Vendor’s right, title and interest in and to the IP Assets to the Purchaser; (v) with respect to the Third-party Lease in respect of the Vendor’s facility located at 0000 Xxxx Xxxx, Xxxxxxxxxxx, Xxxxxxx, an Assignment and Assumption of Lease in form and substance satisfactory to the Purchaser (the “Assignment and Assumption of Lease”) duly executed by the Vendor and the landlord; (vi) the Related Party Leases duly executed by the Related Parties; (vii) the supply agreement in the form agreed to by the parties (the “Supply Agreement”) duly executed by WIND and such Vendor; (viii) the Key Employee Agreements duly executed by each of the applicable Employees; (ix) a copy of the signed agreement between the Vendor and its subcontractor, Tangent Wall, in respect of the services provided by such subcontractor at the Vendor’s facility located at 0000 Xxxx Xxxx, Xxxxxxxxxxx, Xxxxxxx; (x) the Tax elections required by Section 6.12 duly executed by the Vendor; (xi) a certificate of status (or its equivalent) for the Vendor from the Director appointed under the Business Corporations Act (Ontario) or similar Governmental Authority of the jurisdiction under the Laws in which the Vendor is incorporated; (xii) a certificate of the Secretary (or equivalent officer) of the Vendor certifying that attached thereto are true and complete copies of all resolutions passed by the board of directors of Vendor and all resolutions of the shareholders of Vendor authorizing the execution, delivery and performance of this Agreement and the other parties Transaction Documents and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby; (xiii) a certificate of the Secretary (or equivalent officer) of the Vendor certifying the names and signatures of the officers of Vendor authorized to sign this Agreement, the Transaction Documents and the other documents to be delivered hereunder and thereunder; (xiv) all Material Consents; (xv) written evidence, in form satisfactory to the Purchaser, acting reasonably, of the release in full of all Encumbrances relating to the Purchased Assets, other than Permitted Encumbrances; and (xvi) such other customary instruments of transfer, assumption, filings or documents, in form and substance reasonably satisfactory to the Purchaser, as may be required to give effect to this Agreement. (b) At the Closing, the Purchaser shall deliver to the Vendor Parties the following: (i) the Estimated Purchase Price less the Escrow Amount; (ii) the Escrow Agreement duly executed by the Purchaser; (iii) the Assignment and Assumption Agreement duly executed by the Purchaser; (iv) with respect to each Third-party Lease, an Assignment and Assumption of Lease duly executed by the Purchaser; (v) the Related Party Leases duly executed by the Purchaser; (vi) the Supply Agreement duly executed by Purchaser; (vii) the Key Employee Agreements duly executed by the Purchaser; (viii) the Tax elections required by Section 6.12 duly executed by the Purchaser; (ix) a certificate of the Secretary (or equivalent officer) of the Purchaser certifying that attached thereto are true and complete copies of all resolutions passed by the board of directors of the Purchaser authorizing the execution, delivery and performance of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby; (x) a certificate of the Secretary (or equivalent officer) of the Purchaser certifying the names and signatures of the officers of the Purchaser authorized to sign this Agreement, the Transaction Documents and the other documents to be delivered hereunder and thereunder; (xi) a certificate of status (or its equivalent) for the Purchaser from the Director appointed under the Business Corporations Act (Ontario); and (xii) such other customary instruments of transfer, assumption, filings or documents, in form and substance reasonably satisfactory to the Vendor Parties, as have executed the same;may be required to give effect to this Agreement. (c) At the Tax Receivable Agreement dated as of the Effective Date among WINDClosing, the Company and Purchaser shall deliver the other parties thereto substantially Escrow Amount to the Escrow Agent in accordance with the form attached hereto as Exhibit D (the “Tax Receivable Escrow Agreement”) duly executed by WIND, the Company and such of the other parties thereto as have executed the same; (d) The Agreement and Plan of Merger dated as of the Effective Date among WIND, the Company, D. E. Shaw MWPH Acquisition Holdings, L.L.C. and the Blocker LLCs party thereto substantially in the form attached hereto as Exhibit E (the “Blocker Merger Agreement”) duly executed by WIND, the Company and the other parties thereto; and (e) The Nominating Agreement dated as of the Effective Date among WIND, D. E. Shaw MWP Acquisition Holdings, L.L.C., D. E. Shaw MWPH Acquisition Holdings, L.L.C. and Madison Dearborn Capital Partners IV, L.P. substantially in the form attached hereto as Exhibit F (the “Nominating Agreement”) duly executed by WIND and the other parties thereto.

Closing Deliverables. Immediately after At the Effective TimeClosing, WIND Purchaser shall deliver, or cause deliver to be delivered, to the parties thereto, the following documents (collectively, the “Closing Deliverables”):Seller: (ai) a cashier's or certified check or wire transfer of immediately available funds in the Exchange Agreement amount of the Cash Consideration; (ii) a certificate signed by a duly authorized officer of Purchaser, dated as of the Effective Date among WINDClosing Date, to the Company effect that the representations and the other parties thereto substantially warranties made by Purchaser in the form attached hereto this Agreement and in any document, instrument and/or agreement to be executed and/or delivered by Purchaser pursuant to this Agreement are true and correct in all material respects at and as Exhibit B (the “Exchange Agreement”) duly executed by WIND, the Company and such of the other parties thereto Closing Date with the same force and effect as have executed those representations and warranties made on the samedate hereof and that Purchaser has performed and complied with all of its covenants, agreements and obligations under this Agreement which are to be performed and complied with by Purchaser on or prior to the Closing; (biii) a copy certified by the Registration Rights secretary of Purchaser of the duly adopted resolutions of the board of directors of Purchaser approving this Agreement and authorizing the execution and delivery of this Agreement, including the documents, instruments and agreements to be executed and/or delivered by the Purchaser pursuant hereto, and the consummation of the transactions contemplated hereby and thereby; (iv) a duly executed written opinion letter of counsel to the Purchaser as contemplated by Section 9.4 of this Agreement, dated as of the Effective Date among WIND and Closing Date, addressed to the other parties thereto substantially in the form attached hereto as Exhibit C (the “Registration Rights Agreement”) duly executed by WIND and such of the other parties thereto as have executed the sameSeller; (cv) the Tax Receivable Agreement dated as executed assignment and assumption agreements transferring all contracts and agreements of the Effective Date among WIND, the Company and the other parties thereto substantially in the form attached hereto as Exhibit D (the “Tax Receivable Agreement”) duly executed Seller to be assumed by WIND, the Company and such of the other parties thereto as have executed the samePurchaser; (dvi) The Agreement either (i) any assumption, pay-off documents and Plan instruments, and cancellation or return of Merger dated as guarantee(s) received from Seller's lenders (other than Seller's past or former members) concerning pay-off or assumption of the Effective Date among WIND, the Company, D. E. Shaw MWPH Acquisition Holdings, L.L.C. Seller debt and the Blocker LLCs party thereto substantially full release of Member or any past member of Seller from any further obligation for repayment (including guarantees) of such debt or (ii) Purchaser's agreement in the form attached hereto writing to defend, indemnify and hold Seller, Member and any past member of Seller harmless from such lender debt; (vii) executed agreement of Purchaser regarding its liabilities undertaking; (viii) executed employment agreements as Exhibit E contemplated by Section 7.3 hereof; (the “Blocker Merger Agreement”ix) duly executed guaranty of Genmar Holdings as contemplated by WIND, the Company and the other parties theretoSection 2.2(f); and (ex) The Nominating Agreement dated such other documents and items as are reasonably necessary or appropriate to effect the consummation of the Effective Date among WIND, D. E. Shaw MWP Acquisition Holdings, L.L.C., D. E. Shaw MWPH Acquisition Holdings, L.L.C. and Madison Dearborn Capital Partners IV, L.P. substantially in the form attached hereto as Exhibit F (the “Nominating Agreement”) duly executed by WIND and the other parties theretotransactions contemplated hereby or which may be customary under federal or local law or regulations.

Closing Deliverables. Immediately after (a) On or prior to the Effective TimeClosing, WIND the Company shall deliverissue, deliver or cause to be delivered, delivered to the parties thereto, each Purchaser the following documents (collectively, the “Closing Company Deliverables”): (ai) this Agreement, duly executed by the Company; (ii) the Exchange Agreement Registration Rights Agreement, duly executed by the Company; (iii) evidence of the issuance of the Shares in the name of the Purchasers by book entry on the stock ledger of the Company (or, if the Shares are to be represented in certificated form, a certificate representing the Shares in the name of such Purchaser as set forth on the Stock Certificate Questionnaire included as Exhibit D hereto (the “Stock Certificate”)); (iv) a Warrant, executed by the Company and registered in the name of such Purchaser as set forth on the Stock Certificate Questionnaire included as Exhibit D hereto; (v) a legal opinion of Company Counsel, dated as of the Effective Closing Date among WINDand in form and substance reasonably satisfactory to the Purchasers, executed by such counsel and addressed to the Purchasers; (vi) the Company shall have filed with Nasdaq a Notification Form: Listing of Additional Shares for the listing of the Conversion Shares and the Warrant Shares (the “Listing Submission”); (vii) a certificate of the Secretary of the Company, dated as of the Closing Date, (a) certifying the resolutions adopted by the Board of Directors or a duly authorized committee thereof of the Company approving the transactions contemplated by this Agreement and the other parties thereto substantially in Transaction Documents and the form attached hereto as Exhibit B (issuance of the “Exchange Agreement”) duly executed by WINDShares, the Company Warrants, and such the issuance and reservation of the other parties thereto Conversion Shares and the Warrant Shares, (b) certifying the Certificate of Incorporation (as have executed defined below) and Bylaws (as defined below) in effect on the sameClosing Date and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company; (viii) a certificate evidencing the incorporation and good standing of the Company issued by the Secretary of State of the State of Delaware, as of a date within three (3) Business Days of the Closing Date; (ix) evidence of the Company’s qualification as a foreign corporation and good standing issued by the Secretary of State (or comparable office) of each jurisdiction in which the Company is qualified to do business as a foreign corporation, as of a date within three (3) Business Days of the Closing Date; and (x) evidence of filing of the Certificate of Designation with the Secretary of State of the State of Delaware. (b) On or prior to the Closing, each Purchaser shall deliver or cause to be delivered to the Company the following (the “Purchaser Deliverables”): (i) this Agreement, duly executed by such Purchaser; (ii) the Registration Rights Agreement dated as of the Effective Date among WIND and the other parties thereto substantially in the form attached hereto as Exhibit C (the “Registration Rights Agreement”) , duly executed by WIND and such of the other parties thereto as have executed the sameXxxxxxxxx; (ciii) its Subscription Amount, in United States dollars and in immediately available funds, in the Tax Receivable Agreement dated as of amount set forth in the Effective Date among WIND, “Subscription Amount” column opposite each Purchaser’s name in the Company table set forth on Annex A by wire transfer to the Company; and (iv) a fully completed and the other parties thereto substantially duly executed Stock Certificate Questionnaire in the form attached hereto as Exhibit D (the “Tax Receivable Agreement”) duly executed by WIND, the Company and if such of the other parties thereto as have executed the same; (d) The Agreement and Plan of Merger dated as of the Effective Date among WIND, the Company, D. E. Shaw MWPH Acquisition Holdings, L.L.C. and the Blocker LLCs party thereto substantially in the form attached hereto as Exhibit E (the “Blocker Merger Agreement”) duly executed by WIND, the Company and the other parties thereto; and (e) The Nominating Agreement dated as of the Effective Date among WIND, D. E. Shaw MWP Acquisition Holdings, L.L.C., D. E. Shaw MWPH Acquisition Holdings, L.L.C. and Madison Dearborn Capital Partners IV, L.P. substantially in the form attached hereto as Exhibit F (the “Nominating Agreement”) duly executed by WIND and the other parties theretoPurchaser has requested Stock Certificates.

Closing Deliverables. Immediately after On the Effective TimeClosing Date, WIND (i) the Investor shall deliver, deliver or cause to be delivered, delivered to the parties theretoCompany (x) if applicable, all right, title, and interest in and to the Exchanged Existing Notes free and clear of any mortgage, lien, pledge, charge, security interest, encumbrance, title retention agreement, option, equity, or other adverse claim thereto (collectively, “Liens”), together with any documents of conveyance or transfer that the Company may deem necessary or desirable to transfer to and confirm in the Company all right, title, and interest in and to such Exchanged Existing Notes free and clear of any Liens, and (y) if applicable, the following documents Purchase Price, in immediately available cash in U.S. dollars, and (ii) the Company shall issue and deliver or cause to be delivered to the Investor the Exchanged New Notes, if any, and, if applicable, the Purchased New Notes (collectively, the “Closing DeliverablesInvestor’s New Notes”): ) and shall deliver to the Investor the Cash Payment, if applicable; provided, however, that the parties acknowledge that the issuance of the Investor’s New Notes to the Investor may be delayed due to procedures and mechanics within the system of the Depository Trust Company (athe “DTC”) and that such delay will not be a default under this Agreement so long as (A) the Exchange Agreement dated as Company is using reasonable best efforts to effect the issuance of one or more global notes representing the Investor’s New Notes, (B) such delay is no longer than three business days, and (C) interest shall accrue on such Investor’s New Notes from the date of the Effective Date among WINDNew Indenture. Upon delivery of the Exchanged Existing Notes to the Company, the Existing Notes and all obligations thereunder and pursuant thereto shall be cancelled and extinguished in accordance with the terms of the Existing Indenture. Substantially simultaneously with the Closing, the Company and the other parties thereto substantially in the form attached hereto shall issue an aggregate principal amount of New Notes that, together with notes issued to Other Investors (as Exhibit B (the “Exchange Agreement”) duly executed by WINDdefined below), the Company and such of the other parties thereto as have executed the same; (b) the Registration Rights Agreement dated as of the Effective Date among WIND and the other parties thereto substantially in the form attached hereto as Exhibit C (the “Registration Rights Agreement”) duly executed by WIND and such of the other parties thereto as have executed the same; (c) the Tax Receivable Agreement dated as of the Effective Date among WIND, the Company and the other parties thereto substantially in the form attached hereto as Exhibit D (the “Tax Receivable Agreement”) duly executed by WIND, the Company and such of the other parties thereto as have executed the same; (d) The Agreement and Plan of Merger dated as of the Effective Date among WIND, the Company, D. E. Shaw MWPH Acquisition Holdings, L.L.C. and the Blocker LLCs party thereto substantially in the form attached hereto as Exhibit E (the “Blocker Merger Agreement”) duly executed by WIND, the Company and the other parties thereto; and (e) The Nominating Agreement dated as of the Effective Date among WIND, D. E. Shaw MWP Acquisition Holdings, L.L.C., D. E. Shaw MWPH Acquisition Holdings, L.L.C. and Madison Dearborn Capital Partners IV, L.P. substantially in the form attached hereto as Exhibit F (the “Nominating Agreement”) duly executed by WIND and the other parties theretois not less than $75,000,000.

Closing Deliverables. Immediately after the Effective Time, WIND shall deliver, or cause to be delivered, to the parties thereto, the following documents (collectively, the “Closing Deliverables”): (a) Closing Deliverables of the Exchange Agreement Seller Parties, the ESOP Trustee and the Bondholders’ Representative. At the Closing, the Seller Parties, the Bondholders, the ESOP Trustee and the Bondholders’ Representative, as applicable, shall deliver to Buyer, in addition to any other documents to be delivered under the provisions of this Agreement, all of the following documents: (i) the Closing Statement, dated as of the Effective Date among WINDdate hereof, duly executed by each of the Seller Parties, the Company ESOP Trustee and the other parties thereto substantially in the form attached hereto as Exhibit B Bondholders’ Representative (the “Exchange Closing Statement”); (ii) the Escrow Agreement”) , duly executed by WINDeach of the Seller Parties, the Company Bondholders, the ESOP Trustee and such of the other parties thereto as have executed the sameBondholders’ Representative; (biii) a xxxx of sale and assignment and assumption agreement with respect to the Registration Rights Agreement dated as of the Effective Date among WIND and the other parties thereto substantially in the form attached hereto as Exhibit C (the “Registration Rights Agreement”) duly executed by WIND and such of the other parties thereto as have executed the same; (c) the Tax Receivable Agreement dated as of the Effective Date among WINDAcquired Assets, the Company and the other parties thereto substantially in the form attached hereto as Exhibit D (the “Tax Receivable Xxxx of Sale and Assignment and Assumption Agreement”) ), duly executed by WINDParent, the Company Queensgate, Mullaghan and such of the other parties thereto Beverage, as have executed the sameapplicable; (div) The Agreement and Plan with respect to each parcel of Merger dated as of the Effective Date among WINDOwned Real Property, the Companya general warranty deed, D. E. Shaw MWPH Acquisition Holdings, L.L.C. and the Blocker LLCs party thereto substantially in the form attached hereto as Exhibit E E, duly executed and notarized by Mullaghan, as applicable, conveying good, marketable and insurable title to the Owned Real Property subject only to the applicable Permitted Liens described specifically and not categorically; (v) at the Seller Parties’ expense, an owner’s title insurance policy (the “Blocker Merger AgreementTitle Policy”) duly executed with respect to the Owned Real Property, issued by WINDa nationally recognized title insurance company reasonably acceptable to Buyer, the Company and the other parties thereto; and (e) The Nominating Agreement dated written as of the Effective Date among WINDClosing Date, D. E. Shaw MWP Acquisition Holdingsinsuring Buyer in such amounts and together with such endorsements, L.L.C.and otherwise in such form, D. E. Shaw MWPH Acquisition Holdingsas Buyer shall reasonably request, L.L.C. which such Title Policy shall insure fee simple title to the Owned Real Property, free and Madison Dearborn Capital Partners IVclear of all Liens other than Permitted Liens and those listed on Schedule 1.9(a)(v), L.P. substantially and an appropriately certified ALTA/ACSM Land Title Survey (the “Survey”) showing no Liens other than the Permitted Liens and those listed on Schedule 1.9(a)(v), and otherwise in form and substance reasonably satisfactory to Buyer, for the Owned Real Property; (vi) offer letters, in the form attached hereto as Exhibit F (the “Nominating AgreementOffer Letters”) ), duly executed by WIND those Persons identified on Schedule 1.9(a)(vi); (vii) non-competition and non-solicitation agreements, in the form attached hereto as Exhibit G (each, a “Non-Competition Agreement and Non-Solicitation Agreement” and collectively, the “Non-Competition Agreements and Non-Solicitation Agreements”), duly executed by those Persons identified on Schedule 1.9(a)(vii); (viii) the Earn-Out Agreement, duly executed by each of the Seller Parties, the Bondholders, and the Bondholders’ Representative; (ix) evidence of full and complete payment of all Indebtedness (including payoff letters with respect thereto) and releases of all Liens (other than Permitted Liens with respect to the Acquired Assets) on the Acquired Assets, including the termination of all security interests with respect to the Acquired Assets, in each case in a form reasonably acceptable to Buyer; (x) a certificate of the Secretary of each of Parent, Queensgate, Mullaghan and Beverage (A) certifying that attached thereto are true and complete copies of all resolutions adopted by such entity’s board of directors, members or managers (or similar governing body), authorizing the execution, delivery and performance of this Agreement and the other parties theretoTransaction Documents and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby; (B) certifying that attached thereto are true and complete copies of such entity’s articles of incorporation or articles or certificate of formation (or similar document), as amended through and in effect on the Closing Date; (C) certifying that attached thereto are true and complete copies of such entity’s bylaws or operating agreement, as applicable, as amended through and in effect on the Closing Date; and (D) certifying as to the incumbency of the officer(s) of such entity executing this Agreement and the Transaction Documents on behalf of such entity; (xi) a certificate, dated not earlier than the tenth (10th) Business Day prior to the Closing Date, of the Secretary of State of the state of incorporation or formation, as applicable, of each of Parent, Queensgate, Mullaghan, Beverage and the Trust and in each state in which Parent, Queensgate, Mullaghan, Beverage or the Trust, as applicable, is qualified to conduct business, stating that Parent, Queensgate, Mullaghan, or Beverage, as applicable, is in good standing or has comparable active status in such state; (xii) a duly executed certificate from Mullaghan in accordance with Treasury Regulations Section 1.1445-2 to the effect that Mullaghan, as applicable, is not a “foreign person” as that term is defined in Section 1445 of the Code; (xiii) evidence from each of Parent, Queensgate, Mullaghan and Beverage of the purchase by the Seller Parties, at the Seller Parties’ sole cost and expense, of (A) a directors and officers insurance tail policy, (B) an errors and omissions insurance tail policy, and (C) an ERISA fiduciary liability insurance tail policy, in the case of the insurance described in subclause (B), for three (3) years from the Closing Date and, in the case of the insurance described in subclauses (A) and (C), for six (6) years from the Closing Date, with respect to matters existing or occurring at or prior to the Closing Date; (xiv) evidence of the legally valid completion of all pass through voting requirements with respect to the ESOP and evidence of the ESOP Trustee’s approval of the transactions contemplated by this Agreement in accordance with the terms of such pass through vote; and (xv) such other documents relating to the transactions contemplated by this Agreement as Buyer may reasonably request.

Closing Deliverables. Immediately after the Effective Time, WIND shall deliver, or cause In addition to any other documents to be delivereddelivered or actions to be taken under other provisions of this Agreement, at the Closing, the Seller shall deliver to the parties thereto, the following documents (collectively, the “Closing Deliverables”):Buyers: (a) One or more executed bills of sale in form and substance reasonably satisfactory to the Exchange Agreement dated as of Buyers transferring to the Effective Date among WIND, the Company and the other parties thereto substantially Buyers all tangible assets included in the form attached hereto as Exhibit B (the “Exchange Agreement”) duly executed by WIND, the Company and such of the other parties thereto as have executed the sameAcquired Assets; (b) the Registration Rights Agreement dated as In respect of the Effective Date among WIND and Acquired Assets, such documents as Buyers may reasonably require to effect the other parties thereto substantially in transfer to the form attached hereto as Exhibit C (the “Registration Rights Agreement”) duly executed by WIND and such Buyers of the Seller’ interests therein free and clear of all Liens, other parties thereto than Liens arising as have executed the samea result of any action taken by any Buyer or any of its Affiliates; (c) the Tax Receivable Agreement dated as Counterparts of the Effective Date among WIND, the Company and the other parties thereto substantially in the form attached hereto as Exhibit D (the “Tax Receivable Agreement”) duly all Related Agreements executed by WINDSeller, the Company and such of the other parties thereto as have executed the sameapplicable; (d) The Certified copies of the resolutions of the Seller Parties authorizing the execution, delivery, and performance of this Agreement by the Seller and Plan the consummation of Merger the transactions provided for herein; (e) An executed assignment and assumption of the Seller Intellectual Property Rights, in form and substance reasonably acceptable to the Buyers; (f) A receipt for the cash Purchase Price received by Seller and an acknowledgement of the issuance of the XCel Shares in Seller’s name when received by Seller; (g) A non-foreign affidavit dated as of the Effective Date among WINDClosing Date, the Company, D. E. Shaw MWPH Acquisition Holdings, L.L.C. sworn under penalty of perjury and the Blocker LLCs party thereto substantially in the form attached hereto required under treasury regulations issued pursuant to Code §1445 stating that no Seller is a foreign person as Exhibit E (the “Blocker Merger Agreement”) duly executed by WIND, the Company and the other parties theretodefined in Code §1445; and (eh) The Nominating Agreement Certificates of the Secretaries of State (or other applicable office) in each jurisdiction in which the Seller Parties are organized, dated as of the Effective Closing Date among WIND(or as close thereto as reasonably practicable), D. E. Shaw MWP Acquisition Holdings, L.L.C., D. E. Shaw MWPH Acquisition Holdings, L.L.C. certifying as to the good standing (to the extent such concept is recognized in such jurisdiction) and Madison Dearborn Capital Partners IV, L.P. substantially in the form attached hereto as Exhibit F (the “Nominating Agreement”) duly executed by WIND and the other parties theretonon-delinquent status of such entities.