Common use of Closing Deliverables Clause in Contracts

Closing Deliverables. (a) At the Closing, the Seller shall deliver to the Buyer the following: (i) the Escrow Agreement duly executed by the Seller; (ii) a xxxx of sale in form and substance satisfactory to the Buyer (the “Xxxx of Sale”) duly executed by the Seller, transferring the tangible personal property included in the Purchased Assets to the Buyer; (iii) an assignment and assumption agreement in form and substance satisfactory to the Buyer (the “Assignment and Assumption Agreement”) duly executed by the Seller, effecting the assignment to and assumption by the Buyer of the Purchased Assets and the Assumed Liabilities; (iv) an assignment in form and substance satisfactory to the Buyer and duly executed by the Seller, transferring all of the Seller’s right, title and interest in and to the Intellectual Property Assets to the Buyer (the “Intellectual Property Assignments”); (v) with respect to each Lease, an Assignment and Assumption of Lease in form and substance satisfactory to the Buyer (each, an “Assignment and Assumption of Lease”) and duly executed by the Seller; (vi) with respect to the Seller Debt, payoff letters and evidence of the termination of all Encumbrances on the Purchased Assets other than Permitted Encumbrances, in form and substance satisfactory to the Buyer. (vii) a legal opinion of the Parent’s Puerto Rico counsel, in form and substance satisfactory to the Buyer, with respect to (a) the existence of the Parent under Puerto Rico Law, (b) the authority and authorization of the Seller to execute and deliver this Agreement and the other agreements and documents contemplated hereunder and to consummate the transactions contemplated hereunder, and (c) the due and valid execution of this Agreement. (viii) the applicable Registration Rights Agreement duly executed by the Seller; (ix) the LLC Agreement duly executed by the Seller and each other party thereto other than the Buyer and VOXX; (x) the Seller Closing Certificate; (xi) the FIRPTA Certificate; (xii) the certificates of the Secretary or Assistant Secretary of the Seller required by Section 7.02(j); (xiii) the 2014 Audited Financial Statements; provided, however, that the Seller shall not be required to make such delivery in the event that the Buyer fails to pay all costs and expenses in connection with the preparation of the 2014 Audited Financial Statements in accordance with Section 6.21; (xiv) all consents of third parties required for the Seller to enter into this Agreement and the transactions contemplated by this Agreement, the LLC Agreement and the other Transaction Documents (the “Required Consents”), including but not limited to the requisite consents of the Seller’s equity holders and debt holders (the “Seller Equity and Debt Holder Consents”); and (xv) such other customary instruments of transfer, assumption, filings or documents, in form and substance reasonably satisfactory to the Buyer, as may be required to give effect to this Agreement. (b) At the Closing, the Buyer shall deliver to the Seller the following: (i) the Purchase Price in accordance with Section 2.05; (ii) the Escrow Agreement duly executed by the Buyer; (iii) the Assignment and Assumption Agreement duly executed by the Buyer; (iv) the Assignment of Indebtedness duly executed by the Buyer; (v) with respect to each Lease, an Assignment and Assumption of Lease duly executed by the Buyer; (vi) the Loan Agreement duly executed by VOXX and the Buyer; (vii) the Registration Rights Agreements duly executed by VOXX and/or the Buyer, as applicable; (viii) the LLC Agreement duly executed by VOXX and the Buyer; (ix) the Buyer Closing Certificate; and (x) the certificates of the Secretary or Assistant Secretary of the Buyer required in accordance with Section 7.03(h). (c) At the Closing, the Buyer shall deliver the Escrow Amount to the Escrow Agent pursuant to the Escrow Agreement.

Closing Deliverables. (a) At the Closing, the Seller Sellers shall deliver to the Buyer the following: (i) the Escrow Agreement duly executed by TESI, as representative of the SellerSellers; (ii) a xxxx of sale sale, assignment and assumption agreement substantially in the form and substance satisfactory to the Buyer of Exhibit D attached hereto (the “Xxxx of Sale”) and duly executed by the SellerSellers, transferring the tangible and intangible personal property included in the Purchased Assets to the Buyer; (iii) an assignment and assumption agreement assignments substantially in the form and substance satisfactory to the Buyer of Exhibit E attached hereto (the “Assignment and Assumption AgreementIntellectual Property Assignments”) duly executed by the Seller, effecting the assignment to and assumption by the Buyer of the Purchased Assets and the Assumed Liabilities; (iv) an assignment in form and substance satisfactory to the Buyer and duly executed by the Sellerapplicable Sellers, transferring all of the Seller’s Sellers’ right, title and interest in and to the Intellectual Property Assets registered trademarks and domain names to the Buyer (the “Intellectual Property Assignments”)Buyer; (viv) with respect to each Lease, an Assignment and Assumption of Lease in the form to be mutually agreed upon by Buyer and substance satisfactory to the Buyer Sellers (each, an “Assignment and Assumption of Lease”) and duly executed by the Sellerapplicable Sellers; (v) an Employment Agreement between RLH and Xxxxx Xxxxx (“Xxxxx”), to be effective immediately following the Closing, in a form mutually agreed upon by Buyer and Xxxxx, duly executed by Xxxxx (the “Xxxxx Employment Agreement”); (vi) with respect an Employment Agreement between RLH and Xxxxxxx X. Xxxxx (“Xxxxx”), to be effective immediately following the Seller Debt, payoff letters and evidence of the termination of all Encumbrances on the Purchased Assets other than Permitted EncumbrancesClosing, in a form mutually agreed upon by Buyer and substance satisfactory to Xxxxx, duly executed by Xxxxx (the Buyer.“Xxxxx Employment Agreement” and together with the Xxxxx Employment Agreement, the “Employment Agreements”); (vii) a legal opinion of the Parent’s Puerto Rico counselVoting Agreement among as applicable, in form TESI, Bloss, Xxxxx and substance satisfactory to the Buyer, with respect to (a) the existence of the Parent under Puerto Rico Law, (b) the authority and authorization of the other Seller to execute and deliver this Agreement and the other agreements and documents contemplated hereunder and to consummate the transactions contemplated hereunderShareholders, and RLH, to be effective immediately following the Closing, substantially in the form of Exhibit F attached hereto (cthe “Voting Agreement”) the due and valid execution of this Agreement.duly executed by, as applicable, TESI, Bloss, Xxxxx and other Seller Shareholders; (viii) a Lock-Up Agreement among as applicable, TESI, Bloss, Xxxxx and other Seller Shareholders, and RLH, to be effective immediately following the applicable Registration Rights Agreement Closing, substantially in the form of Exhibit G attached hereto (the “Lock-Up Agreement”) and duly executed by the Sellerby, as applicable, TESI, Bloss, Xxxxx and other Seller Shareholders; (ix) a Transition Services Agreement among certain Sellers or Affiliates thereof and RLH to be effective immediately following the LLC Agreement Closing, in a form mutually agreed upon by Buyer and Sellers (the “Transition Services Agreement”) and duly executed by the Seller such Sellers and each other party thereto other than the Buyer and VOXXAffiliates; (x) the Seller Sellers’ Closing Certificate; (xi) the FIRPTA CertificateCertificates; (xii) the certificates certificate of the Secretary or Assistant Secretary of the each Seller required by Section 7.02(j7.2(i); (xiii) the 2014 Audited Financial Statements; provided, however, that the Seller shall not be list required to make such delivery in the event that the Buyer fails to pay all costs and expenses in connection with the preparation of the 2014 Audited Financial Statements in accordance with by Section 6.212.8(c); (xiv) all consents of third parties required for the Seller to enter into this Agreement and the transactions contemplated by this Agreement, the LLC Agreement and the other Transaction Documents (the “Required Consents”), including but not limited to the requisite consents of the Seller’s equity holders and debt holders (the “Seller Equity and Debt Holder Consents”); and (xv) such other customary instruments of transfer, assumption, filings or documents, in form and substance reasonably satisfactory to the Buyer, as may be required to give effect to this Agreement; and (xv) All records related to Seller Benefit Plans that Buyer deems necessary to fulfill Buyer obligations under Sections 6.5(a) and 6.5(d). (b) At the Closing, the Buyer shall deliver to the Seller Sellers the following: (i) the Purchase Price in accordance with Section 2.05Closing Cash Consideration less the Escrow Amount and the Estimated Transaction Expenses; (ii) the Escrow Agreement duly executed by the Buyer; (iii) stock certificates evidencing the Assignment and Assumption Agreement Closing Shares, duly endorsed in blank or accompanied by stock powers or other instruments of transfer duly executed by the Buyerin blank; (iv) the Assignment Xxxx of Indebtedness Sale duly executed by the Buyer; (v) with respect to each Lease, an Assignment and Assumption of Lease duly executed by the Buyer; (vi) the Loan Agreement Xxxxx Employment Agreement, duly executed by VOXX and the BuyerRLH; (vii) the Registration Rights Agreements Xxxxx Employment Agreement, duly executed by VOXX and/or the Buyer, as applicableRLH; (viii) the LLC Agreement Voting Agreement, duly executed by VOXX and the BuyerRLH; (ix) each Lock-Up Agreement, duly executed by RLH; (x) the Transition Services Agreement, duly executed by RLH (xi) the Buyer Closing Certificate; and (xxii) the certificates certificate of the Secretary or Assistant Secretary of the Buyer required in accordance with by Section 7.03(h7.3(f). (c) At the Closing, the Buyer shall deliver the Escrow Amount to the Escrow Agent pursuant to the Escrow AgreementAgreement and the Estimated Transaction Expenses to the Persons and in the amounts set forth on the Spreadsheet.

Closing Deliverables. At the Closing: (a) At the Closing, the Seller Parent and Seller shall deliver or have delivered to the Buyer the following: (i) customary authority documents and owner affidavits that Xxxxx’s title company reasonably requires for the Escrow Agreement duly executed by proper consummation of the Sellertransfer of the Owned Real Property; (ii) a xxxx an Assignment Agreement and Bill of sale Sale in form and substance satisfactory mutually acceptable to the Buyer and Seller (the “Xxxx of SaleAssignment Agreement”) ), duly executed by the SellerSeller Parent, transferring the tangible personal property included in the Purchased Assets to the BuyerSeller and their applicable Affiliates; (iii) an assignment and assumption agreement IP Agreement in substantially the form and substance satisfactory to the Buyer of Exhibit B (the “Assignment and Assumption IP Agreement”) ), duly executed by the Seller, effecting the assignment to and assumption by the Buyer of the Purchased Assets and the Assumed LiabilitiesSeller Parent; (iv) an assignment Escrow Agreement in a form and substance satisfactory to mutually agreed between the Buyer and parties (the “Escrow Agreement”), duly executed by the Seller, transferring all of the Seller’s right, title and interest in and to the Intellectual Property Assets to the Buyer (the “Intellectual Property Assignments”); (v) with respect to each Lease, an Assignment and Assumption of Lease a special warranty deed for the Owned Real Property in form and substance satisfactory mutually acceptable to Buyer and Seller (the Buyer (each“Special Warranty Deed”), an “Assignment and Assumption of Lease”) and duly executed by the Seller; (vi) with respect payoff letters duly executed by each holder of Debt underlying any Encumbrance, including those Encumbrances which are set forth on Schedule 1.7(a)(vi), (other than a Permitted Encumbrances) on any Purchased Asset (each, a “Payoff Letter”), pursuant to which letters such holders shall agree that upon payment of the amount specified in such Payoff Letter (A) all outstanding obligations of Seller or Seller Parent arising under or related to the Seller Debtapplicable Debt shall be repaid, payoff letters discharged and evidence of the termination of extinguished in full; and (B) all Encumbrances on the Purchased Assets (other than Permitted Encumbrances) in favor of such holder in connection therewith shall be released, in form and substance satisfactory including by filing termination statements with respect to the Buyer.all UCC financing statements; (vii) a legal opinion copies of all Consents and Approvals obtained by the Seller Parties as of the Parent’s Puerto Rico counsel, Closing Date in form and substance satisfactory to the Buyer, connection with respect to (a) the existence consummation of the Parent under Puerto Rico Law, (b) the authority and authorization of the Seller to execute and deliver this Agreement and the other agreements and documents contemplated hereunder and to consummate the transactions contemplated hereunder, and (c) the due and valid execution of this Agreement.hereby; (viii) the applicable Registration Rights Agreement duly executed certificate required to be delivered by the SellerSeller pursuant to Section 7.1; (ix) a certificate, from the LLC Agreement duly executed secretary of each of Seller Parent and Seller, dated as of the Closing Date, certifying as to the resolutions adopted by the board of directors and stockholders or members of Seller Parent or Seller, as applicable, authorizing the execution and each other party thereto other than the Buyer and VOXX; (x) the Seller Closing Certificate; (xi) the FIRPTA Certificate; (xii) the certificates delivery of the Secretary or Assistant Secretary of the Seller required by Section 7.02(j); (xiii) the 2014 Audited Financial Statements; provided, however, that the Seller shall not be required to make such delivery in the event that the Buyer fails to pay all costs and expenses in connection with the preparation of the 2014 Audited Financial Statements in accordance with Section 6.21; (xiv) all consents of third parties required for the Seller to enter into this Agreement and completion of the transactions contemplated by this Agreementhereby, the LLC Agreement and the other Transaction Documents (the “Required Consents”), including but not limited to the requisite consents incumbency of the certain officers of Seller Parent and Seller’s equity holders and debt holders (the “Seller Equity and Debt Holder Consents”); and (xv) such other customary instruments of transfer, assumption, filings or documents, in form and substance reasonably satisfactory to the Buyer, as may be required to give effect to this Agreement. (b) At the Closing, the Buyer shall deliver to the Seller the following: (i) the Purchase Price in accordance with Section 2.05; (ii) the Escrow Agreement duly executed by the Buyer; (iii) the Assignment and Assumption Agreement duly executed by the Buyer; (iv) the Assignment of Indebtedness duly executed by the Buyer; (v) with respect to each Lease, an Assignment and Assumption of Lease duly executed by the Buyer; (vi) the Loan Agreement duly executed by VOXX and the Buyer; (vii) the Registration Rights Agreements duly executed by VOXX and/or the Buyer, as applicable; (viiix) a certificate in a form reasonably acceptable to Xxxxx from the LLC Agreement duly executed by VOXX and chief information security officer of Seller or Seller Parent, dated as of the Buyer; (ix) Closing Date, certifying to the Buyer Closing Certificatesatisfaction of the condition contained in Section 7.4; and (xxi) the certificates a duly executed IRS Form W-9 from each of the Secretary or Assistant Secretary of Seller Parties; (b) Buyer shall: (i) pay and deliver to the Buyer required Seller Parent and Seller, in accordance with Section 7.03(hthe Seller Allocation, an aggregate amount equal to the difference between (A) the Purchase Price, minus (B) $23,750,000 (the “Escrow Deposit”)., by wire transfer of immediately available funds to a bank account (or bank accounts) designated in writing by Seller at least two (2) Business Days prior to the Closing; (cii) At the Closing, the Buyer shall pay and deliver the Escrow Amount to the Escrow Agent pursuant the Escrow Deposit, by wire transfer of immediately available funds to an account or accounts designated in writing by the Escrow Agent at least two (2) Business Days prior to the Closing, to be held, released or disposed of by the Escrow Agent in accordance with the terms of this Agreement and the Escrow Agreement; (iii) deliver to Seller the Assignment Agreement, duly executed by Xxxxx; (iv) deliver to Seller the IP Agreement, duly executed by Xxxxx; (v) deliver to Seller and the Escrow Agent the Escrow Agreement, duly executed by Xxxxx; (vi) deliver to Seller the certificate required to be delivered by Buyer pursuant to Section 8.1; and (vii) deliver to Seller copies of the resolutions adopted by the board of directors of Buyer, certified as of the Closing Date by the Secretary of Xxxxx, approving the execution and deliver of this Agreement and the performance of its obligations hereunder.

Closing Deliverables. (a) At the Closing, the Seller shall deliver to the Buyer the following: (i) the Escrow Agreement duly executed by the Seller; (ii) a xxxx of sale in form and substance satisfactory to the Buyer (the “"Xxxx of Sale”") and duly executed by the Seller, transferring all Tangible Personal Property (as such term is defined in Section 1.01 of the tangible personal property included in Disclosure Schedules) comprising the Purchased Assets to the Buyer; (iiiii) an assignment and assumption agreement in form and substance satisfactory to the Buyer (the “"Assignment and Assumption Agreement”") and duly executed by the Seller, effecting the assignment to and assumption by the Buyer of all Assigned Contracts (as such term is defined in Section 3.07 of the Disclosure Schedules) comprising the Purchased Assets and the Assumed Liabilities; (iviii) an assignment in form and substance satisfactory to Buyer (the Buyer "Intellectual Property Assignment") and duly executed by the Seller, transferring all of the Seller’s 's right, title and interest in and to the Intellectual Property unregistered trademarks, trademark registrations and applications, unregistered patents, patents and patent applications, unregistered copyrights, copyright registrations and applications included in the Purchased Assets to the Buyer (the “Intellectual Property Assignments”)Buyer; (viv) with respect to each Lease, an Assignment and Assumption of Lease a domain name transfer agreement in form and substance satisfactory to the Buyer (each, an “Assignment and Assumption of Lease”the "Domain Name Transfer Agreement") and duly executed by Seller, transferring all of Seller's right, title and interest in and to the domain name registrations and social media pages included in the Purchased Assets to Buyer; (v) an employment agreement between Xxxxx Xxxxxx and the Buyer in form and substance satisfactory to Buyer (the "Employment Agreement") and duly executed by Seller; (vi) with respect to the Seller Debt, payoff letters and evidence of the termination payment in full or other satisfaction by Seller of all Encumbrances on short and long term debt owed by Seller which is not included in the Purchased Assets Assumed Liabilities, and of all other than Permitted Encumbrancesdebt of Seller arising outside the ordinary course of business consistent with past practice that remains unpaid, in form and substance satisfactory including such debt incurred since the delivery to Buyer of the Buyer.most recent balance sheet of the Seller's business delivered to Buyer (the "Balance Sheet"); (vii) a legal opinion certificate of an officer of Seller certifying as to (A) the resolutions of the Parent’s Puerto Rico counselsole shareholder of Seller, duly adopted and in form effect, which authorize the execution, delivery and substance satisfactory to the Buyer, with respect to (a) the existence performance of the Parent under Puerto Rico Law, (b) the authority and authorization of the Seller to execute and deliver this Agreement and the other agreements and documents contemplated hereunder and to consummate the transactions contemplated hereunder, and (c) the due and valid execution of this Agreement. (viii) the applicable Registration Rights Agreement duly executed by the Seller; (ix) the LLC Agreement duly executed by the Seller and each other party thereto other than the Buyer and VOXX; (x) the Seller Closing Certificate; (xi) the FIRPTA Certificate; (xii) the certificates of the Secretary or Assistant Secretary of the Seller required by Section 7.02(j); (xiii) the 2014 Audited Financial Statements; provided, however, that the Seller shall not be required to make such delivery in the event that the Buyer fails to pay all costs and expenses in connection with the preparation of the 2014 Audited Financial Statements in accordance with Section 6.21; (xiv) all consents of third parties required for the Seller to enter into this Agreement and the transactions contemplated by hereby, and (B) the names and signatures of the officers of Seller authorized to sign this Agreement, the LLC Agreement and the other Transaction Documents (the “Required Consents”), including but not limited documents to the requisite consents of the Seller’s equity holders be delivered hereunder and debt holders (the “Seller Equity and Debt Holder Consents”)in connection herewith; and (xvviii) such other customary instruments of transfer, assumption, filings or documents, in form and substance reasonably satisfactory to the Buyer, as may be required to give effect to this Agreement. (b) At the Closing, the Buyer shall deliver to the Seller the following: (i) the Purchase Price in accordance with Section 2.05Price; (ii) the Escrow Agreement duly executed by the Buyer; (iii) the Assignment and Assumption Agreement duly executed by Buyer; (iii) the Intellectual Property Assignment duly executed by Buyer; (iv) the Assignment of Indebtedness Domain Name Transfer Agreement duly executed by the Buyer; (v) with respect to each Lease, an Assignment and Assumption of Lease the Employment Agreement duly executed by the Buyer;; and (vi) the Loan Agreement duly executed by VOXX and the Buyer; (vii) the Registration Rights Agreements duly executed by VOXX and/or the Buyer, as applicable; (viii) the LLC Agreement duly executed by VOXX and the Buyer; (ix) the Buyer Closing Certificate; and (x) the certificates 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 and the transactions contemplated hereby, and (B) the names and signatures of the officers of Buyer required authorized to sign this Agreement and the documents to be delivered hereunder and in accordance with Section 7.03(h)connection herewith. (c) At the Closing, the Buyer shall deliver the Escrow Amount to the Escrow Agent pursuant to the Escrow Agreement.

Closing Deliverables. At the Closing: (a) At the Closing, the Seller shall deliver the following items to Buyer, executed as applicable by Seller or its authorized representatives (collectively, the Buyer the following:“Seller Deliverables”): (i) the Escrow Agreement duly executed by the SellerOffice Building Lease; (ii) a xxxx of sale in form and substance satisfactory to the Buyer (the “Xxxx of Sale”) duly executed by the Seller, transferring the tangible personal property included in the Purchased Assets to the BuyerNon-Competition Agreement; (iii) for each parcel of Owned Real Property: (A) a special warranty deed substantially in the form of Exhibit C (the “Special Warranty Deed”); (B) a commitment for an assignment ALTA Owner’s Title Insurance Policy or other form of policy for each parcel Owned Real Property, issued by Fidelity National Title Insurance Company, Inc. (the “Title Company”), together with a copy of all documents referenced therein (the “Title Commitments”); (C) title insurance policies from the Title Company (which may be in the form of a xxxx-up of a pro forma of the Title Commitments) in accordance with the Title Commitments, insuring fee simple title to each Owned Real Property as of the Closing Date, with gap coverage through the date of recording, subject only to Permitted Encumbrances, in such amount as Buyer and assumption agreement in form Seller mutually determine to be the value of the Owned Real Property insured thereunder and substance satisfactory which shall include such endorsements as may be reasonably requested by Buyer (the “Title Policies”). Seller shall pay the premium for a standard owner’s title insurance policy and Buyer shall pay all other fees, costs and expenses with respect to the Buyer Title Commitments and the Title Policies; (iv) three originals of an Assignment and Assumption Agreement for each Assumed Lease substantially in the form of Exhibit D, fully executed by Buyer, and the applicable landlord for such Assumed Lease (the “Assignment and Assumption Agreement”) duly executed by the Seller, effecting the assignment to and assumption by the Buyer of the Purchased Assets and the Assumed Liabilities; (iv) an assignment in form and substance satisfactory to the Buyer and duly executed by the Seller, transferring all of the Seller’s right, title and interest in and to the Intellectual Property Assets to the Buyer (the “Intellectual Property AssignmentsAgreements”); (v) with respect to each Lease, an Assignment and Assumption of Lease in form and substance evidence satisfactory to Buyer that all Encumbrances other than Permitted Encumbrances on the Buyer (eachAssets have been released, an “Assignment discharged and Assumption of Lease”) and duly executed by terminated, including the Sellerliens set forth on Schedule 6.2(a)(v); (vi) bank letter evidencing pay-off of Mortgage Indebtedness or release of lien on personal property used in connection with respect the Office Building Lease; (vii) all original executed Consents Required at Closing in substantially the form of Exhibit E; (viii) a certificate of the Secretary of Seller certifying, as complete and accurate as of the Closing, attached copies of Seller’s Articles of Incorporation and Bylaws, the resolutions of the Board of Directors and shareholders of Seller approving this Agreement, the Transactions and a change in the company name of Seller, and the incumbency and signatures of the officers of Seller executing this Agreement and any other document delivered hereunder, in substantially the form of Exhibit F; (ix) certificates of good standing of Seller issued not earlier than ten (10) days prior to the Closing by the Nevada Secretary of State; (x) tax clearance certificates for Seller Debt, payoff letters issued by the Department of Revenue for Arizona and evidence Nevada; (xi) a non-foreign affidavit dated as of the termination Closing Date, sworn under penalty of all Encumbrances on the Purchased Assets other than Permitted Encumbrances, perjury and in form and substance satisfactory required under Treasury Regulations issued pursuant to Code Section 1445 stating that Seller is not a “foreign person” as defined in Code Section 1445; (xii) duly authorized and executed documentation ready for filing with the Nevada Secretary of State changing the name of Seller to a name not including the words “Ready Mix”; (xiii) duly authorized and executed documentation ready for filing with the applicable Governmental Authority transferring all of Seller’s applicable Permits to Buyer.; (xiv) proof of additional insured status pursuant to Section 4.5; (xv) a certificate executed by an authorized officer of Seller as to Seller’s representations, warranties and covenants in this Agreement as of the date of this Agreement and as of the Closing, in substantially the form of Exhibit G; and (xvi) the statement of operations, balance sheet and statement of cash flows of Seller as of and for the year ended December 31, 2009 (“Bring Down Financial Statement”). The Bring Down Financial Statement will be accompanied by a certificate executed by the principal executive officer and principal financial officer of Seller in substantially the form of Exhibit H. (b) Buyer shall deliver the following items to Seller, executed as applicable by Buyer or its authorized representatives (collectively, the “Buyer Deliverables”): (i) the Purchase Price; (ii) the Office Building Lease; (iii) the Non-Competition Agreement; (iv) three originals of the Assignment and Assumption Agreements; (v) a guarantee by Skanon substantially in the form of Exhibit I; (vii) a legal opinion certificate of the Parent’s Puerto Rico counselSecretary of Buyer certifying, in form as complete and substance satisfactory to the Buyer, with respect to (a) the existence accurate as of the Parent under Puerto Rico LawClosing, (b) the authority and authorization attached copies of the Seller to execute and deliver resolutions of the Board of Directors of Buyer approving this Agreement and the other agreements and documents contemplated hereunder and to consummate the transactions contemplated hereunder, and (c) the due and valid execution of this Agreement.Transactions; (viii) duly authorized and executed documentation ready for filing with the applicable Registration Rights Agreement duly executed by the Governmental Authority transferring all of Seller’s applicable Permits to Buyer; (ix) the LLC Agreement duly a certificate executed by an authorized officer of Buyer as to Buyer’s representations, warranties and covenants in this Agreement as of the Seller date of this Agreement and each other party thereto other than as of the Buyer and VOXXClosing, in substantially the form of Exhibit J; (x) the Seller Closing Certificate;R&W Policy; and (xi) evidence that Buyer has paid the FIRPTA Certificate; (xii) the certificates of the Secretary or Assistant Secretary of the Seller required by Section 7.02(j); (xiii) the 2014 Audited Financial Statements; provided, however, that the Seller shall not be required to make such delivery in the event that the Buyer fails to pay all costs and expenses in connection Assumed Liabilities associated with the preparation of the 2014 Audited Financial Statements Assumed Contracts identified as Items 1 and 2 on Schedule 2.1.3 in accordance with Section 6.21; (xiv) all consents of third parties required for the Seller Xxxxx Fargo letter obtained by the Parties prior to enter into this Agreement and the transactions contemplated by this Agreement, the LLC Agreement and the other Transaction Documents (the “Required Consents”), including but not limited to the requisite consents of the Seller’s equity holders and debt holders (the “Seller Equity and Debt Holder Consents”); and (xv) such other customary instruments of transfer, assumption, filings or documents, in form and substance reasonably satisfactory to the Buyer, as may be required to give effect to signing this Agreement. (b) At the Closing, the Buyer shall deliver to the Seller the following: (i) the Purchase Price in accordance with Section 2.05; (ii) the Escrow Agreement duly executed by the Buyer; (iii) the Assignment and Assumption Agreement duly executed by the Buyer; (iv) the Assignment of Indebtedness duly executed by the Buyer; (v) with respect to each Lease, an Assignment and Assumption of Lease duly executed by the Buyer; (vi) the Loan Agreement duly executed by VOXX and the Buyer; (vii) the Registration Rights Agreements duly executed by VOXX and/or the Buyer, as applicable; (viii) the LLC Agreement duly executed by VOXX and the Buyer; (ix) the Buyer Closing Certificate; and (x) the certificates of the Secretary or Assistant Secretary of the Buyer required in accordance with Section 7.03(h). (c) At the Closing, the Buyer shall deliver the Escrow Amount to the Escrow Agent pursuant to the Escrow Agreement.

Closing Deliverables. (a) At the Closing3.1 The Closing shall be held on or before August 1, the Seller shall deliver to the Buyer the following: (i) the Escrow Agreement duly executed by the Seller; (ii) a xxxx of sale in form and substance satisfactory to the Buyer 2024 (the “Xxxx of Sale”) duly executed by the Seller, transferring the tangible personal property included in the Purchased Assets to the Buyer; (iii) an assignment and assumption agreement in form and substance satisfactory to the Buyer (the “Assignment and Assumption Agreement”) duly executed by the Seller, effecting the assignment to and assumption by the Buyer of the Purchased Assets and the Assumed Liabilities; (iv) an assignment in form and substance satisfactory to the Buyer and duly executed by the Seller, transferring all of the Seller’s right, title and interest in and to the Intellectual Property Assets to the Buyer (the “Intellectual Property Assignments”); (v) with respect to each Lease, an Assignment and Assumption of Lease in form and substance satisfactory to the Buyer (each, an “Assignment and Assumption of Lease”) and duly executed by the Seller; (vi) with respect to the Seller Debt, payoff letters and evidence of the termination of all Encumbrances on the Purchased Assets other than Permitted Encumbrances, in form and substance satisfactory to the Buyer. (vii) a legal opinion of the Parent’s Puerto Rico counsel, in form and substance satisfactory to the Buyer, with respect to (a) the existence of the Parent under Puerto Rico Law, (b) the authority and authorization of the Seller to execute and deliver this Agreement and the other agreements and documents contemplated hereunder and to consummate the transactions contemplated hereunder, and (c) the due and valid execution of this Agreement. (viii) the applicable Registration Rights Agreement duly executed by the Seller; (ix) the LLC Agreement duly executed by the Seller and each other party thereto other than the Buyer and VOXX; (x) the Seller Closing Certificate; (xi) the FIRPTA Certificate; (xii) the certificates of the Secretary or Assistant Secretary of the Seller required by Section 7.02(j); (xiii) the 2014 Audited Financial Statements; provided, however, that the Seller shall not be required to make such delivery in the event that the Buyer fails to pay all costs and expenses in connection with the preparation of the 2014 Audited Financial Statements in accordance with Section 6.21; (xiv) all consents of third parties required for the Seller to enter into this Agreement and the transactions contemplated by this Agreement, the LLC Agreement and the other Transaction Documents (the “Required ConsentsClosing”), including but not limited subject to receipt by the requisite consents Escrow Agent of the Seller’s equity holders and debt holders (the “Seller Equity and Debt Holder Consents”); and (xv) such Closing Transfer Documents, or other customary instruments of transfer, assumption, filings or documents, transfer in form and substance reasonably satisfactory to Purchaser, including Exhibit A for the Buyer, appointment of the designees of Purchaser to serve as may be required to give effect to this Agreementdirectors of the Issuer. (b) 3.2 At the Closing, Seller shall cause the Buyer shall Escrow Agent to deliver to Purchaser (1) evidence of Purchaser’s ownership of the Seller the following: Sold Assets, including (iA) the Purchase Price documentation pursuant to which Seller received the Securities, (B) any documentary evidence of the due recordation in accordance with Section 2.05; the Issuer’s share register of Purchaser’s full and unrestricted title to such Securities, (iiC) the Escrow this Agreement duly executed by the Buyer; Seller, (iiiD) evidence of the appointment of Purchaser’s designee(s) as directors of the Issuer, (E) the Series A SPA Assignment and Assumption Agreement duly executed by the Buyer; Seller, and (ivF) the Assignment of Indebtedness duly executed such other documents as may be required under applicable law or reasonably requested by the Buyer; (v) with respect to each Lease, an Assignment and Assumption of Lease duly executed by the Buyer; (vi) the Loan Agreement duly executed by VOXX and the Buyer; (vii) the Registration Rights Agreements duly executed by VOXX and/or the Buyer, as applicable; (viii) the LLC Agreement duly executed by VOXX and the Buyer; (ix) the Buyer Closing Certificate; and (x) the certificates of the Secretary or Assistant Secretary of the Buyer required in accordance with Section 7.03(h)Purchaser. (c) 3.3 At the Closing, the Buyer Purchaser shall deliver the Escrow Amount to cause the Escrow Agent pursuant to deliver the Purchase Price, minus $1,000,000 (the “Holdback”), to Seller, or its assignees, by wire transfer of immediately available funds to accounts designated by Seller, at which point the Sold Assets will be transferred to Purchaser. The Holdback will be held and released by the Escrow Agreement.Agent in accordance with the escrow agreement entered into on or about the date hereof among Seller, Purchaser and the Escrow Agent, the form of which is attached hereto as Exhibit C.

Closing Deliverables. (a) At the Closing, the Seller shall deliver to the Buyer the following: (i) the Escrow Agreement a xxxx of sale in form and substance satisfactory to Buyer, duly executed by Seller, transferring the SellerPurchased Assets (other than the CETS Assets) to CEL (the “CEL Xxxx of Sale”); (ii) a xxxx of sale in form and substance satisfactory to Buyer, duly executed by Seller, transferring the Buyer CETS Purchased Assets to CETS (the “CETS Xxxx of Sale”) duly executed by the Seller, transferring the tangible personal property included in the Purchased Assets to the Buyer); (iii) an assignment for each of the Purchased Assets which are intangible assets (“Intangible Asset Assignment”); (iv) executed consents for any Assigned Contracts for which a consent is required by the terms of such Assigned Contract, including without limitation those set forth on Section 3.02 of the Disclosure schedule (the “Contract Consents”); (v) an assignment and assumption agreement in form and substance satisfactory to the Buyer (the “Assignment and Assumption Agreement”) Buyer, duly executed by the Seller, effecting the assignment to and assumption by the Buyer CEL of the Purchased Assets Assigned Contracts (other than the CETS Contracts), the Assigned Permits (other than the CETS Permits), to the extent such permits are assignable, and the CEL Assumed LiabilitiesLiabilities (the “CEL Assignment and Assumption Agreement”); (ivvi) an assignment and assumption agreement in form and substance satisfactory to the Buyer and Buyer, duly executed by the Seller, transferring all effecting the assignment to and assumption by CETS of the Seller’s rightCETS Contracts, title and interest in and CETS Permits to the Intellectual Property Assets to extent such permits are assignable, and the Buyer CETS Assumed Liabilities (the “Intellectual Property AssignmentsCETS Assignment and Assumption Agreement”); (vvii) with respect Seller’s affidavit that it owes no taxes in any jurisdiction in which it is obligated to file tax returns or reports or pay taxes, and that there is no obligation of Seller that could serve to cause an Encumbrance or an attachment to the Purchased Assets. (viii) a certificate of the Secretary (or equivalent officer) of each LeaseSeller certifying as to (A) the resolutions of the board of directors of such entity, an Assignment duly adopted and Assumption in effect, which authorize the execution, delivery and performance of Lease this Agreement and the transactions contemplated hereby, and (B) the names and signatures of the officers of such entity authorized to sign this Agreement and the documents to be delivered hereunder; (ix) a non-competition and non-solicitation agreement in form and substance satisfactory to the Buyer, executed by each of Xxxxxx X. Sample, Xxxxxx X. Sample, Xxxxxxx X. Sample, Xxxxxxxx Xxxxxxx, and Xxxxxxx X. Xxxx in favor of Buyer (eachcollectively, an the “Assignment and Assumption of LeaseNon-Competition Agreements”) and duly executed by the Seller); (vix) with respect an employment agreement in form and substance satisfactory to Buyer, executed by each of Xxxxxxx X. Xxxx and Xxxxxxxx Xxxxxxx (the "Employment Agreements"); (xi) Payoff letters for any secured creditors and/or other reasonable documentation detailing indebtedness of Seller Debt, payoff letters and evidence for purposes of identifying the obligations of Seller to be extinguished from proceeds of the termination sale as set forth in Section 1.04; (xii) all certificates of all Encumbrances on title relating to any of the Purchased Assets other than Permitted EncumbrancesAssets, duly endorsed for transfer as necessary to vest title in the appropriate Buyer; (xiii) all Required Consents, in form and substance satisfactory to the Buyer. (vii) a legal opinion of the Parent’s Puerto Rico counsel, in form and substance satisfactory to the Buyer, with respect to (a) the existence of the Parent under Puerto Rico Law, (b) the authority and authorization of the Seller to execute and deliver this Agreement and the other agreements and documents contemplated hereunder and to consummate the transactions contemplated hereunder, and (c) the due and valid execution of this Agreement. (viii) the applicable Registration Rights Agreement duly executed by the Seller; (ix) the LLC Agreement duly executed by the Seller and each other party thereto other than the Buyer and VOXX; (x) the Seller Closing Certificate; (xi) the FIRPTA Certificate; (xii) the certificates of the Secretary or Assistant Secretary of the Seller required by Section 7.02(j); (xiii) the 2014 Audited Financial Statements; provided, however, that the Seller shall not be required to make such delivery in the event that the Buyer fails to pay all costs and expenses in connection with the preparation of the 2014 Audited Financial Statements in accordance with Section 6.21; (xiv) all consents of third parties required for the Seller to enter into this Agreement and the transactions contemplated by this Agreement, the LLC Agreement and the other Transaction Documents (the “Required Consents”), including but not limited to the requisite consents of the Seller’s equity holders and debt holders (the “Seller Equity and Debt Holder Consents”); and (xv) such other customary instruments of transfer, assumption, filings or documents, in form and substance reasonably satisfactory to the Buyer, as may be required to give effect to this Agreement. (b) At the Closing, the Buyer shall deliver to the Seller the following: (i) the Purchase Price The payments referenced in accordance with Section 2.051.04(b); (ii) the Escrow CEL Assignment and Assumption Agreement and CETS Assignment and Assumption Agreement duly executed by the Buyer; (iii) the Assignment and Assumption Agreement Employment Agreements duly executed by the Buyer; (iv) the Assignment of Indebtedness Non-Competition Agreements duly executed by the Buyer; (v) with respect to each Lease, an Assignment the Assignments and Assumption Assumptions of Lease Leases duly executed by the Buyer; (vi) the Loan Agreement duly executed by VOXX and the Buyer; (vii) the Registration Rights Agreements duly executed by VOXX and/or the Buyer, as applicable; (viii) the LLC Agreement duly executed by VOXX and the Buyer; (ix) the Buyer Closing Certificate; and (x) the certificates a certificate of the Secretary (or Assistant Secretary equivalent officer) of each Buyer certifying as to (A) the resolutions of the managers of such entity, 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 managers or officers of Buyer required in accordance with Section 7.03(h)authorized to sign this Agreement and the documents to be delivered hereunder. (c) At the Closing, the Buyer shall deliver the Escrow Amount to the Escrow Agent pursuant to the Escrow Agreement.

Closing Deliverables. (a) At On the terms and subject to the conditions set forth in this Agreement, at the Closing, the Seller shall deliver will deliver, or cause to the Buyer the followingbe delivered, to Buyer: (i) a general xxxx of sale and a xxxx of sale specific to titled motor vehicles and equipment, each in the Escrow Agreement form attached as Exhibit A (the “Bills of Sale”), duly executed by the Seller; (ii) a xxxx of sale an assignment and assumption agreement in the form and substance satisfactory to the Buyer attached as Exhibit B-1 (the “Xxxx of SaleAssignment and Assumption Agreement”) ), duly executed by the Seller, transferring the tangible personal property included in the Purchased Assets to the Buyer; (iii) an assignment and assumption agreement in the form and substance satisfactory to the Buyer attached as Exhibit B-2 (the “WFS/North Xxxxx Assignment and Assumption Agreement”) ), duly executed by the Seller, effecting the assignment to WFS and assumption by the Buyer of the Purchased Assets and the Assumed LiabilitiesNorth Xxxxx; (iv) an assignment deeds for the Owned Real Property in form the forms attached hereto as Exhibit C (the “Deeds”) and substance satisfactory to the Buyer and any related required Transfer Tax forms, duly executed by the Seller, transferring all of the Seller’s right, title and interest in and to the Intellectual Property Assets to the Buyer (the “Intellectual Property Assignments”); (v) with respect to each Leasea transition services agreement in the form attached as Exhibit D (the “Transition Services Agreement”), an Assignment and Assumption of Lease in form and substance satisfactory to the Buyer (each, an “Assignment and Assumption of Lease”) and duly executed by the Seller; (vi) a patent and know-how license agreement in the form attached as Exhibit E (the “Patent and Know-How License Agreement”), duly executed by Seller; (vii) duly executed affidavits of non-foreign status that reasonably comply with Section 1445 of the Code and the Treasury Regulations thereunder (the “FIRPTA Certificates”); (viii) an assignment and assumption agreement in the form attached hereto as Exhibit F with respect to the Seller DebtThorsby Property Leases (the “Thorsby Assignment and Assumption Agreement”), payoff letters and evidence of the termination of all Encumbrances on the Purchased Assets other than Permitted Encumbrances, in form and substance satisfactory to the Buyer. (vii) a legal opinion of the Parent’s Puerto Rico counsel, in form and substance satisfactory to the Buyer, with respect to (a) the existence of the Parent under Puerto Rico Law, (b) the authority and authorization of the Seller to execute and deliver this Agreement and the other agreements and documents contemplated hereunder and to consummate the transactions contemplated hereunder, and (c) the due and valid execution of this Agreement. (viii) the applicable Registration Rights Agreement duly executed by the Seller; (ix) a patent assignment agreement in the LLC Agreement form attached hereto as Exhibit G (the “Patent Assignment Agreement”), duly executed by the Seller and each other party thereto other than the Buyer and VOXXSeller; (x) a trademark assignment agreement in the Seller Closing Certificateform attached hereto as Exhibit H (the “Trademark Assignment Agreement”), duly executed by Seller; (xi) a domain name assignment agreement in the FIRPTA Certificateform attached hereto as Exhibit I (the “Wood Products Domain Name Assignment Agreement”), duly executed by Wood Products; (xii) a domain name assignment agreement in the certificates of form attached hereto as Exhibit J (the Secretary or Assistant Secretary of the “Seller required Parent Domain Name Assignment Agreement”), duly executed by Section 7.02(j)Seller Parent; (xiii) the 2014 Audited Financial Statements; provided, however, that the a license agreement with respect to certain Seller shall not be required to make such delivery Marks in the event that form attached as Exhibit K (the Buyer fails to pay all costs and expenses in connection with the preparation of the 2014 Audited Financial Statements in accordance with Section 6.21“Seller Xxxx License Agreement”), duly executed by Seller; (xiv) evidence of release of all consents of third parties required for Liens (other than Permitted Liens) and other Credit Support Obligations on the Seller to enter into this Agreement and the transactions contemplated by this Agreement, the LLC Agreement and the other Transaction Documents (the “Required Consents”), including but not limited to the requisite consents of the Seller’s equity holders and debt holders (the “Seller Equity and Debt Holder Consents”); and (xv) such other customary instruments of transfer, assumption, filings or documents, Purchased Assets in form and substance reasonably satisfactory to Buyer; (xv) a survey affidavit in the Buyerform attached as Exhibit L (the “Survey Affidavit”), as may be required duly executed by Seller; with respect to give the Survey set forth in clause (b) of the defined term “Surveys”; and (xvi) a certificate dated the Closing Date and duly executed by an authorized officer of Seller to the effect to this Agreementthat each of the conditions set forth in Sections 6.2(a) and 6.2(b) is satisfied in all respects. (b) At On the terms and subject to the conditions set forth in this Agreement, at the Closing, the Buyer shall will deliver to the Seller the followingSeller: (i) the Initial Purchase Price in accordance with Section 2.05Price; (ii) the Escrow Agreement Bills of Sale, duly executed by the Buyer; (iii) the Assignment and Assumption Agreement Agreement, duly executed by the Buyer; (iv) the WFS/North Xxxxx Assignment of Indebtedness and Assumption Agreement, duly executed by the Buyer; (v) with respect to each Leasethe Deeds, an Assignment and Assumption of Lease duly executed by the Buyer; (vi) the Loan Agreement Transition Services Agreement, duly executed by VOXX and the Buyer; (vii) the Registration Rights Agreements Patent and Know-How License Agreement, duly executed by VOXX and/or the Buyer, as applicable; (viii) the LLC Agreement Thorsby Assignment and Assumption Agreement, duly executed by VOXX and the Buyer; (ix) the Buyer Closing Certificate; andTrademark Assignment Agreement, duly executed by Buyer; (x) the Wood Products Domain Name Assignment Agreement, duly executed by Buyer; (xi) the Seller Parent Domain Name Assignment Agreement, duly executed by Buyer; (xii) the Seller Xxxx License Agreement, duly executed by Buyer; (xiii) completed resale certificates for each state in which the Purchased Assets are located; and (xiv) a certificate dated the Closing Date and duly executed by an authorized officer of Buyer to the effect that each of the Secretary or Assistant Secretary of the Buyer required conditions set forth in accordance with Section 7.03(h)Sections 6.3(a) and 6.3(b) is satisfied in all respects. (c) At the Closing, the Buyer shall deliver the Escrow Amount to the Escrow Agent pursuant to the Escrow Agreement.

Closing Deliverables. (a) At the Closing, the Seller shall deliver No later than two (2) Business Days prior to the Buyer the followingClosing Date: (i) SPAC shall deliver to the Escrow Agreement duly executed by Company written notice (the Seller;“SPAC Closing Statement”) setting forth: (i) the amount of cash in the Trust Account (after deducting the SPAC Shareholder Redemption Amount) as of the Closing Date, (ii) the amount of Aggregate Cash Proceeds, (iii) the number of SPAC Class A Ordinary Shares, SPAC Class B Ordinary Shares and SPAC Warrants to be issued and outstanding as of immediately prior to the Closing after giving effect to the Unit Separation and any valid exercise of SPAC Shareholder Redemption Right, (iv) the calculation of the Merger Consideration pursuant to Section 2.3(c), and (v) SPAC’s good faith estimate of the amount of SPAC Transaction Expenses, including the respective amounts and wire transfer instructions for the payment thereof; provided, that SPAC will consider in good faith the Company’s comments to the SPAC Closing Statement, and if any adjustments are made to the SPAC Closing Statement prior to the Closing, such adjusted SPAC Closing Statement shall thereafter become the SPAC Closing Statement for all purposes of this Agreement; and (ii) a xxxx of sale in form and substance satisfactory The Company shall deliver to the Buyer SPAC written notice (the “Xxxx of SaleCompany Closing Statement”) duly executed by setting forth: (i) the Seller, transferring the tangible personal property included in the Purchased Assets number of Company Ordinary Shares to be issued and outstanding as of immediately prior to the Buyer; (iii) an assignment and assumption agreement in form and substance satisfactory Closing after giving effect to the Buyer (the “Assignment and Assumption Agreement”) duly executed by the Seller, effecting the assignment to and assumption by the Buyer of the Purchased Assets and the Assumed Liabilities; (iv) an assignment in form and substance satisfactory to the Buyer and duly executed by the Seller, transferring all of the Seller’s right, title and interest in and to the Intellectual Property Assets to the Buyer (the “Intellectual Property Assignments”); (v) with respect to each Lease, an Assignment and Assumption of Lease in form and substance satisfactory to the Buyer (each, an “Assignment and Assumption of Lease”) and duly executed by the Seller; (vi) with respect to the Seller Debt, payoff letters and evidence of the termination of all Encumbrances on the Purchased Assets other than Permitted Encumbrances, in form and substance satisfactory to the Buyer. (vii) a legal opinion of the Parent’s Puerto Rico counsel, in form and substance satisfactory to the Buyer, with respect to (a) the existence of the Parent under Puerto Rico Law, (b) the authority and authorization of the Seller to execute and deliver this Agreement and the other agreements and documents contemplated hereunder and to consummate the transactions contemplated hereunderCapital Restructuring, and (cii) the due and valid execution of this Agreement. (viii) the applicable Registration Rights Agreement duly executed by the Seller; (ix) the LLC Agreement duly executed by the Seller and each other party thereto other than the Buyer and VOXX; (x) the Seller Closing Certificate; (xi) the FIRPTA Certificate; (xii) the certificates Company’s good faith estimate of the Secretary or Assistant Secretary amount of Company Transaction Expenses, including the Seller required by Section 7.02(j); (xiii) respective amounts and wire transfer instructions for the 2014 Audited Financial Statementspayment thereof; provided, however, that the Seller shall not be required to make such delivery Company will consider in the event that the Buyer fails to pay all costs and expenses in connection with the preparation of the 2014 Audited Financial Statements in accordance with Section 6.21; (xiv) all consents of third parties required for the Seller to enter into this Agreement and the transactions contemplated by this Agreement, the LLC Agreement and the other Transaction Documents (the “Required Consents”), including but not limited good faith SPAC’s comments to the requisite consents of the Seller’s equity holders Company Closing Statement, and debt holders (the “Seller Equity and Debt Holder Consents”); and (xv) such other customary instruments of transfer, assumption, filings or documents, in form and substance reasonably satisfactory if any adjustments are made to the BuyerCompany Closing Statement prior to the Closing, as may be required to give effect to such adjusted Company Closing Statement shall thereafter become the Company Closing Statement for all purposes of this Agreement. (b) At the Closing, the Buyer shall deliver to the Seller the following:, (i) SPAC shall deliver or cause to be delivered to the Purchase Price Company, a certificate signed by an authorized director or officer of SPAC, dated as of the Closing Date, certifying that the conditions specified in accordance with Section 2.058.3(a), Section 8.3(b) and Section 8.3(c) have been fulfilled; (ii) The Company shall deliver or cause to be delivered to SPAC, a certificate signed by an authorized director or officer of the Escrow Agreement duly executed by Company, dated as of the BuyerClosing Date, certifying that the conditions specified in Section 8.2(a) and Section 8.2(b) have been fulfilled; (iii) The Company shall deliver or cause to be delivered to SPAC, evidence of the Assignment and Assumption Agreement duly executed appointment of the director(s) designated by SPAC to the Buyerboard of directors of the Company pursuant to Section 5.6; (iv) SPAC or Surviving Entity 2, as applicable, shall pay, or cause the Assignment Trustee to pay at the direction and on behalf of Indebtedness duly executed Surviving Entity 2, by wire transfer of immediately available funds from the Buyer;Trust Account (i) as and when due all amounts payable on account of the SPAC Shareholder Redemption Amount to former SPAC Shareholders pursuant to their exercise of the SPAC Shareholder Redemption Right, (ii) (A) all accrued and unpaid Company Transaction Expenses, as set forth on the Company Closing Statement, and (B) all accrued and unpaid SPAC Transaction Expenses, as set forth on the SPAC Closing Statement, and (iii) immediately thereafter, all remaining amounts then available in the Trust Account (if any) (the “Remaining Trust Fund Proceeds”) to a bank account designated by Surviving Entity 2 for its immediate use, subject to this Agreement and the Trust Agreement, and thereafter, the Trust Account shall terminate, except as otherwise provided in the Trust Agreement. (v) with respect If a bank account of the Company or any of its Subsidiaries is designated by Surviving Entity 2 under Section 2.4(b)(iv), the payment of the Remaining Trust Fund Proceeds to such bank account may be treated as (i) an advance from Surviving Entity 2 to the Company or such Subsidiary of the Company, or (ii) a dividend from Surviving Entity 2 to the Company, in each Lease, an Assignment and Assumption of Lease duly executed by the Buyer; (vi) the Loan Agreement duly executed by VOXX and the Buyer; (vii) the Registration Rights Agreements duly executed by VOXX and/or the Buyercase, as applicable; (viii) the LLC Agreement duly executed determined by VOXX and the Buyer; (ix) the Buyer Closing Certificate; and (x) the certificates of the Secretary or Assistant Secretary of the Buyer required Surviving Entity 2 in accordance with Section 7.03(h)its sole discretion, subject to applicable Laws. (c) At the Closing, the Buyer shall deliver the Escrow Amount to the Escrow Agent pursuant to the Escrow Agreement.

Closing Deliverables. (a) At the Initial Closing, the Seller shall deliver to the Buyer the following:, (i) the Escrow Agreement duly executed Company shall deliver or cause to be delivered to SPAC, a certificate signed by an officer of the SellerCompany, dated as of the Initial Closing Date, certifying that the conditions specified in Section 9.2 have been fulfilled; (ii) a xxxx PubCo shall deliver or cause to be delivered to SPAC (i) evidence of sale the appointment of Hab Siam (or in form and substance satisfactory the event of his death or incapacity, another director of SPAC who was such prior to the Buyer Initial Closing) (the “Xxxx of SaleSPAC 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 the SellerCompany Director, transferring providing for the tangible personal property included Company Director’s automatic resignation from the board of directors of PubCo upon the earlier of the Acquisition Closing and the termination of this Agreement in the Purchased Assets to the Buyeraccordance with its terms; (iii) an assignment and assumption agreement in form and substance satisfactory SPAC shall deliver or cause to the Buyer (the “Assignment and Assumption Agreement”) be delivered to PubCo a resignation letter, duly executed by the SellerSPAC Director, effecting providing for the assignment to and assumption by SPAC Director’s automatic resignation from the Buyer board of directors of PubCo upon the Purchased Assets and the Assumed Liabilities;Acquisition Closing; and (iv) an assignment in form and substance satisfactory SPAC shall deliver or cause to be delivered to the Buyer and duly executed Company, a certificate signed by the Selleran officer of SPAC, transferring all dated as of the Seller’s rightInitial Closing Date, title and interest in and to the Intellectual Property Assets to the Buyer (the “Intellectual Property Assignments”); (v) with respect to each Lease, an Assignment and Assumption of Lease in form and substance satisfactory to the Buyer (each, an “Assignment and Assumption of Lease”) and duly executed by the Seller; (vi) with respect to the Seller Debt, payoff letters and evidence of the termination of all Encumbrances on the Purchased Assets other than Permitted Encumbrances, in form and substance satisfactory to the Buyer. (vii) a legal opinion of the Parent’s Puerto Rico counsel, in form and substance satisfactory to the Buyer, with respect to (a) the existence of the Parent under Puerto Rico Law, (b) the authority and authorization of the Seller to execute and deliver this Agreement and the other agreements and documents contemplated hereunder and to consummate the transactions contemplated hereunder, and (c) the due and valid execution of this Agreement. (viii) the applicable Registration Rights Agreement duly executed by the Seller; (ix) the LLC Agreement duly executed by the Seller and each other party thereto other than the Buyer and VOXX; (x) the Seller Closing Certificate; (xi) the FIRPTA Certificate; (xii) the certificates of the Secretary or Assistant Secretary of the Seller required by Section 7.02(j); (xiii) the 2014 Audited Financial Statements; provided, however, certifying that the Seller shall not be required to make such delivery conditions specified in the event that the Buyer fails to pay all costs and expenses in connection with the preparation of the 2014 Audited Financial Statements in accordance with Section 6.21; (xiv) all consents of third parties required for the Seller to enter into this Agreement and the transactions contemplated by this Agreement, the LLC Agreement and the other Transaction Documents (the “Required Consents”), including but not limited to the requisite consents of the Seller’s equity holders and debt holders (the “Seller Equity and Debt Holder Consents”); and (xv) such other customary instruments of transfer, assumption, filings or documents, in form and substance reasonably satisfactory to the Buyer, as may be required to give effect to this Agreement9.3 have been fulfilled. (b) At the Acquisition Closing, the Buyer shall deliver to the Seller the following:, (i) PubCo shall deliver or cause to be delivered to the Purchase Price Company: (1) copies of the written resignations of (A) all of the directors and officers of PubCo and Merger Sub 2, effective as of the Acquisition Effective Time and (B) of all the directors and officers of SPAC and Merger Sub 1, effective as of the Initial Merger Effective Time; (2) copies of resolutions of the board of directors of Merger Sub 1 changing the bank signatories of Merger Sub 1, effective as of the Acquisition Effective Time, to the Persons specified in accordance with Section 2.05;a written notice given by the Company to PubCo prior to the Acquisition Effective Time; and (ii) the Escrow Agreement duly executed PubCo shall pay or cause to be paid by the Buyer; wire transfer of immediately available funds (iiii) the Assignment all accrued and Assumption Agreement duly executed 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 the Buyer; (iv) the Assignment of Indebtedness duly executed by the Buyer; (v) with respect to each Lease, an Assignment and Assumption of Lease duly executed by the Buyer; (vi) the Loan Agreement duly executed by VOXX and the Buyer; (vii) the Registration Rights Agreements duly executed by VOXX and/or the Buyer, as applicable; (viii) the LLC Agreement duly executed by VOXX and the Buyer; (ix) the Buyer Closing Certificate; and (x) the certificates or on behalf of the Secretary or Assistant Secretary of the Buyer required in accordance with Section 7.03(h). (c) At the ClosingCompany and SPAC, the Buyer shall deliver the Escrow Amount respectively, not less than two Business Days prior to the Escrow Agent pursuant to Acquisition Closing Date, which shall include the Escrow Agreementrespective amounts and wire transfer instructions for the payment thereof.

Closing Deliverables. (a) At the Closing, the Seller shall deliver to the Buyer the following: (i) the Escrow Agreement duly executed by the Seller; (ii) a xxxx bxxx of sale in form and substance satisfactory to the Buyer (the “Xxxx Bxxx of Sale”) and duly executed by the Seller, transferring the tangible personal and intangible property included in the Purchased Assets to the Buyer; (iii) an assignment and assumption agreement in form and substance satisfactory to the Buyer (the “Assignment and Assumption Agreement”) and duly executed by the Seller, effecting the assignment to and assumption by the Buyer of the Purchased Assets and the Assumed LiabilitiesAssigned Contracts; (iv) an assignment one or more assignment(s) in form and substance satisfactory to Buyer (the Buyer “Intellectual Property Assignments”) and duly executed by the Seller, transferring all of the Seller’s right, title and interest in and to the Intellectual Property Assets to the Buyer (the “Intellectual Property Assignments”)Buyer; (v) with respect to each Lease, an Assignment and Assumption of Lease in form and substance satisfactory to the Buyer (each, each an “Assignment and Assumption of Lease”) and duly executed by the Seller; (vi) with respect to the Seller Debt, payoff letters and evidence of the termination of all Encumbrances on the Purchased Assets other than Permitted Encumbrances, in form and substance satisfactory to the Buyer. (vii) a legal opinion of the Parent’s Puerto Rico counsel, in form and substance satisfactory to the Buyer, with respect to (a) the existence of the Parent under Puerto Rico Law, (b) the authority and authorization of the Seller to execute and deliver this Agreement and the other agreements and documents contemplated hereunder and to consummate the transactions contemplated hereunder, and (c) the due and valid execution of this Agreement. (viii) the applicable Registration Rights Agreement duly executed by the Seller; (ix) the LLC Agreement duly executed by the Seller and each other party thereto other than the Buyer and VOXX; (x) the Seller Closing Certificate; (xi) the FIRPTA Certificate; (xii) the one or more certificates of the Secretary or Assistant Secretary (or equivalent officer) of Seller, (A) certifying that attached thereto are true and complete copies of all resolutions adopted by the board of directors, members and/or managers of Seller and Seller’s Executives authorizing the execution, delivery and performance of this Agreement and the Ancillary Documents and the consummation of the Seller required by Section 7.02(j); (xiii) transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all the 2014 Audited Financial Statements; provided, however, that the Seller shall not be required to make such delivery in the event that the Buyer fails to pay all costs and expenses resolutions adopted in connection with the preparation transaction contemplated hereby and thereby, and (B) certifying the names and signatures of the 2014 Audited Financial Statements in accordance with Section 6.21; (xiv) all consents officers of third parties required for the Seller authorized to enter into this Agreement and the transactions contemplated by sign this Agreement, the LLC Agreement Ancillary Documents and the other Transaction Documents (the “Required Consents”), including but not limited documents to the requisite consents of the Seller’s equity holders be delivered hereunder and debt holders (the “Seller Equity and Debt Holder Consents”); andthereunder; (xvvii) such other customary instruments of transfer, assumption, filings or documents, and evidence of the release of all Encumbrances on the Purchased Assets and the Assigned Contracts, in form and substance reasonably satisfactory to the Buyer, as may be required to give effect to this Agreement; (viii) all passwords, passcodes and log-in information necessary to access any electronic or online accounts or devices of the Business; (ix) all keys and lock alarm combinations applicable to any premises at which the Purchased Assets are located or the Business is conducted; (x) all other books, records, information and other items included in the Purchased Assets and the Assigned Contracts to be conveyed to Buyer as contemplated in this Agreement; (xi) all of the bulk sale documents and items referred to in Sections 3.1(j) and 3.5 above, including (without limitation) written certification from either the Seller’s independent certified public accountant or attorney that such bulk sale requirements have been fulfilled by Seller; (xii) the Executive Employment Agreements duly executed by each Executive; and (xiii) any and all other documents reasonably requested by Buyer or its counsel to consummate Closing as contemplated in this Agreement. (b) At the Closing, the Buyer shall deliver to the Seller the following: (i) the Cash Closing Portion of the Purchase Price in accordance with Section 2.05(if by wire transfer, to an account designated writing by Seller to Buyer); (ii) the Escrow Agreement duly executed by Buyer, together with proof or acknowledgement of the Buyerfunding of the Cash Escrow portion of the Purchase Price to the Purchase Price Escrow Agent; (iii) the Assignment and Assumption Agreement duly executed by the Buyer; (iv) the Assignment of Indebtedness duly executed by the Buyer; (v) with respect to each Lease, an Assignment and Assumption of Lease duly executed by the Buyer; (viv) the Loan Agreement duly executed by VOXX and the Buyer; (vii) the Registration Rights Executive Employment Agreements duly executed by VOXX and/or the Buyer, as applicable; (viii) the LLC Agreement duly executed by VOXX and the Buyer; (ix) the Buyer Closing Certificate; and (xvi) the certificates of the Secretary any other documents reasonably requested by Seller or Assistant Secretary of the Buyer required its counsel to consummate Closing as contemplated in accordance with Section 7.03(h)this Agreement. (c) At the Closing, the Buyer shall deliver to the Purchase Price Escrow Agent: (i) the Cash Escrow portion of the Purchase Price by wire transfer of immediately available funds to account(s) designated by the Purchase Price Escrow Agent, to be held for the purpose described in Section 1.5(d) above; and (ii) the Escrow Amount to the Escrow Agent pursuant to the Escrow AgreementAgreement duly executed by Buyer.

Closing Deliverables. (a) At the Closing, the Seller shall deliver to the Buyer the following: (i) an employment agreement in form and substance satisfactory to Buyer (the Escrow Agreement "Employment Agreement"), pursuant to which Shareholder shall, among other things, agree to a three (3) year term of employment with Buyer, duly executed by the SellerShareholder; (ii) a xxxx bxxx of sale in form and substance satisfactory to the Buyer (the “Xxxx "Bxxx of Sale”") and duly executed by the Seller, transferring the tangible personal property included in the Purchased Assets to the Buyer; (iii) an assignment and assumption agreement in form and substance satisfactory to the Buyer (the “"Assignment and Assumption Agreement”") and duly executed by the Seller, effecting the assignment to and assumption by the Buyer of the Purchased Assets and the Assumed LiabilitiesAssets; (iv) an assignment assignments in form and substance satisfactory to Buyer (the Buyer "Intellectual Property Assignments") and duly executed by the Seller, transferring all of the Seller’s 's right, title and interest in and to the Intellectual Property Assets trademark registrations and applications, patents and patent applications, copyright registrations and applications and domain name registrations included in the Purchased IP (as defined herein) to the Buyer (the “Intellectual Property Assignments”)Buyer; (v) with respect copies of all consents, approvals, waivers and authorizations referred to each Lease, an Assignment and Assumption in Section 3.02 of Lease in form and substance satisfactory to the Buyer (each, an “Assignment and Assumption of Lease”) and duly executed by the SellerDisclosure Schedules; (vi) a certificate pursuant to Treasury Regulations Section 1.1445-2(b) that Seller is not a foreign person within the meaning of Section 1445 of the Internal Revenue Code duly executed by Seller; (vii) [tax clearance certificates from the taxing authorities in the jurisdictions that impose taxes on Seller or where Seller has a duty to file tax returns in connection with respect to the Seller Debt, payoff letters transactions contemplated by this Agreement and evidence of the termination payment in full or other satisfaction of all Encumbrances on the Purchased Assets other than Permitted Encumbrances, any taxes owed by Seller in form and substance satisfactory to the Buyer. (vii) a legal opinion of the Parent’s Puerto Rico counsel, in form and substance satisfactory to the Buyer, with respect to (a) the existence of the Parent under Puerto Rico Law, (b) the authority and authorization of the Seller to execute and deliver this Agreement and the other agreements and documents contemplated hereunder and to consummate the transactions contemplated hereunder, and (c) the due and valid execution of this Agreement.those jurisdictions;]1 (viii) the applicable Registration Rights Agreement duly executed by the Seller; (ix) the LLC Agreement duly executed by the Seller and each other party thereto other than the Buyer and VOXX; (x) the Seller Closing Certificate; (xi) the FIRPTA Certificate; (xii) the certificates a certificate of the Secretary or Assistant Secretary (or equivalent officer) of Seller certifying as to (A) the resolutions of the Seller required by Section 7.02(j); (xiii) board of directors of Seller, duly adopted and in effect, which authorize the 2014 Audited Financial Statements; providedexecution, however, that the Seller shall not be required to make such delivery in the event that the Buyer fails to pay all costs and expenses in connection with the preparation performance of the 2014 Audited Financial Statements in accordance with Section 6.21; (xiv) all consents of third parties required for the Seller to enter into this Agreement and the transactions contemplated by hereby, and (B) the names and signatures of the officers of Seller authorized to sign this Agreement, the LLC Agreement and the other Transaction Documents (the “Required Consents”), including but not limited documents to the requisite consents of the Seller’s equity holders and debt holders (the “Seller Equity and Debt Holder Consents”); andbe delivered hereunder; (xvix) such other customary instruments of transfer, assumption, filings or documents, in form and substance reasonably satisfactory to the Buyer, as may be required to give effect to this Agreement. (b) At the Closing, the Buyer shall deliver to the Seller the following: (i) the Purchase Price in accordance with Section 2.05Price; (ii) the Escrow Agreement Employment Agreement, duly executed by the Buyer; (iii) the Assignment and Assumption Agreement duly executed by the Buyer; (iv) copies of all consents and authorizations referred to in Section 4.02 of the Assignment of Indebtedness duly executed by the Buyer;Disclosure Schedules; and (v) with respect to each Lease, an Assignment and Assumption of Lease duly executed by the Buyer; (vi) the Loan Agreement duly executed by VOXX and the Buyer; (vii) the Registration Rights Agreements duly executed by VOXX and/or the Buyer, as applicable; (viii) the LLC Agreement duly executed by VOXX and the Buyer; (ix) the Buyer Closing Certificate; and (x) the certificates 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 and the transactions contemplated hereby, and (B) the names and signatures of the officers of Buyer required in accordance with Section 7.03(h)authorized to sign this Agreement and the documents to be delivered hereunder. (c) At the Closing, the Buyer shall deliver the Escrow Amount to the Escrow Agent pursuant to the Escrow Agreement.

Closing Deliverables. (a) At the Closing, the Seller shall deliver to the Buyer the following: (i) the Escrow Agreement duly executed by the Seller; (ii) a xxxx bxxx of sale in the form and substance satisfactory to the Buyer of Exhibit B hereto (the “Xxxx Bxxx of Sale”) and duly executed by the Seller, transferring the tangible personal property included in the Purchased Assets to the Buyer; (iii) an assignment and assumption agreement in the form and substance satisfactory to the Buyer of Exhibit C hereto (the “Assignment and Assumption Agreement”) and duly executed by the Seller, effecting the assignment to and assumption by the Buyer of the Purchased Assets and the Assumed Liabilities; (iv) an assignment in the form and substance satisfactory to of Exhibit D hereto (the Buyer “Trademark Assignment”) and duly executed by the Seller, transferring all of the Seller’s right, title and interest in and to the Intellectual Property Assets Assigned Trademarks to the Buyer (the “Intellectual Property Assignments”)Buyer; (v) with respect to each Lease, an Assignment and Assumption the Co-Pack Agreement in the form of Lease in form and substance satisfactory to Exhibit E hereto (the Buyer (each, an “Assignment and Assumption of LeaseCo-Pack Agreement”) and duly executed by the Seller; (vi) with respect to a consulting agreement in the Seller Debtform of Exhibit F (the “Consulting Agreements”) and duly executed by each of Rxxxx X. Xxxxxx, payoff letters Mxxx X. Xxxxxx and evidence of the termination of all Encumbrances on the Purchased Assets other than Permitted Encumbrances, in form and substance satisfactory to the Buyer.Txxxx X. Schulis; (vii) a legal opinion of the Parent’s Puerto Rico counsel, in form and substance satisfactory to the Buyer, with respect to (a) the existence of the Parent under Puerto Rico Law, (b) the authority and authorization of the Seller to execute and deliver this Agreement and the other agreements and documents contemplated hereunder and to consummate the transactions contemplated hereunder, and (c) the due and valid execution of this Agreement. (viii) the applicable Registration Rights Agreement duly executed by the Seller; (ix) the LLC Agreement duly executed by the Seller and each other party thereto other than the Buyer and VOXX; (x) the Seller Closing Certificate; (xiviii) the FIRPTA Certificate; (xii) the certificates of the Secretary or Assistant Secretary of the Seller required by Section 7.02(j); (xiii) the 2014 Audited Financial Statements; provided, however, that the Seller shall not be required evidence reasonably satisfactory to make such delivery in the event that the Buyer fails to pay all costs and expenses in connection with the preparation of the 2014 Audited Financial Statements in accordance with Section 6.21; (xiv) all consents of third parties required for the Seller to enter into this Agreement and the transactions contemplated by this Agreement, the LLC Agreement and the other Transaction Documents (the “Required Consents”), including but not limited to the requisite consents of the Seller’s equity holders and debt holders (receipt of the “Seller Equity and Debt Holder Consents”)Requisite Shareholder Vote; and (xvix) such other customary instruments of transfer, assumption, filings or documents, in form and substance reasonably satisfactory to the Buyer, as may be required to give effect to this Agreement. (b) At the Closing, the Buyer shall deliver to the Seller the following: (i) the Purchase Price less the Escrow Amount by wire transfer of immediately available funds to an account designated in accordance with Section 2.05writing by Seller to Buyer; (ii) the Escrow Agreement duly executed by the Buyer; (iii) the Assignment and Assumption Agreement duly executed by the Buyer; (iv) the Assignment of Indebtedness Co-Pack Agreement duly executed by the Buyer; (v) with respect to each Lease, an Assignment and Assumption of Lease the Consulting Agreements duly executed by the Buyer; (vi) the Loan Agreement duly executed by VOXX and the BuyerBuyer Closing Certificate; (vii) a resale certificate valid for Florida sales Tax purposes for the Registration Rights Agreements duly executed by VOXX and/or the Buyer, as applicable;Inventory; and (viii) the LLC Agreement Trademark Assignment duly executed by VOXX and the Buyer; (ix) the Buyer Closing Certificate; and (x) the certificates of the Secretary or Assistant Secretary of the Buyer required in accordance with Section 7.03(h). (c) At the Closing, the Buyer shall deliver to the Escrow Agent: (i) the Escrow Amount to (such amount, including any interest or other amounts earned thereon and less any disbursements therefrom in accordance with the Escrow Agent pursuant Agreement, the “Escrow Fund”) by wire transfer of immediately available funds to accounts designated by the Escrow Agent; and (ii) the Escrow Agreement.

Closing Deliverables. (a) At In addition to any other documents to be delivered or actions to be taken under other provisions of this Agreement, at the Closing, the Seller Parties shall deliver to the Buyer the followingBuyer: (ia) the Escrow Agreement duly One or more executed by the Seller; (ii) a xxxx bills of sale in form and substance satisfactory to the Buyer (the “Xxxx of Sale”) duly executed by the Seller, transferring the tangible personal property included in the Purchased Assets to the Buyer; (iii) an assignment and assumption agreement in form and substance satisfactory to the Buyer (the “Assignment and Assumption Agreement”) duly executed by the Seller, effecting the assignment to and assumption by the Buyer of the Purchased Assets and the Assumed Liabilities; (iv) an assignment in form and substance satisfactory to the Buyer and duly executed by the Seller, transferring all of the Seller’s right, title and interest in and to the Intellectual Property Assets to the Buyer (the “Intellectual Property Assignments”); (v) with respect to each Lease, an Assignment and Assumption of Lease in form and substance satisfactory to the Buyer (each, an “Assignment and Assumption of Lease”) and duly executed by the Seller; (vi) with respect to the Seller Debt, payoff letters and evidence of the termination of all Encumbrances on the Purchased Assets other than Permitted Encumbrances, in form and substance satisfactory to the Buyer. (vii) a legal opinion of the Parent’s Puerto Rico counsel, in form and substance satisfactory to the Buyer, with respect to (a) the existence of the Parent under Puerto Rico Law, (b) the authority and authorization of the Seller to execute and deliver this Agreement and the other agreements and documents contemplated hereunder and to consummate the transactions contemplated hereunder, and (c) the due and valid execution of this Agreement. (viii) the applicable Registration Rights Agreement duly executed by the Seller; (ix) the LLC Agreement duly executed by the Seller and each other party thereto other than the Buyer and VOXX; (x) the Seller Closing Certificate; (xi) the FIRPTA Certificate; (xii) the certificates of the Secretary or Assistant Secretary of the Seller required by Section 7.02(j); (xiii) the 2014 Audited Financial Statements; provided, however, that the Seller shall not be required to make such delivery in the event that the Buyer fails to pay all costs and expenses in connection with the preparation of the 2014 Audited Financial Statements in accordance with Section 6.21; (xiv) all consents of third parties required for the Seller to enter into this Agreement and the transactions contemplated by this Agreement, the LLC Agreement and the other Transaction Documents (the “Required Consents”), including but not limited to the requisite consents of the Seller’s equity holders and debt holders (the “Seller Equity and Debt Holder Consents”); and (xv) such other customary instruments of transfer, assumption, filings or documents, in form and substance reasonably satisfactory to the Buyer, as may be required Buyer transferring to give effect to this Agreement.the Buyer all tangible assets included in the Acquired Assets; (b) At In respect of the ClosingAcquired Assets, such documents as Buyer may reasonably require to effect the transfer to the Buyer shall deliver to of the Seller the following: (i) the Purchase Price in accordance with Section 2.05Parties’ interests therein free and clear of all Liens, other than Liens arising as a result of any action taken by any Buyer or any of its Affiliates; (iic) the Escrow Agreement duly Counterparts of all Related Agreements executed by the Buyer; (iii) the Assignment and Assumption Agreement duly executed by the Buyer; (iv) the Assignment of Indebtedness duly executed by the Buyer; (v) with respect to each Lease, an Assignment and Assumption of Lease duly executed by the Buyer; (vi) the Loan Agreement duly executed by VOXX and the Buyer; (vii) the Registration Rights Agreements duly executed by VOXX and/or the Buyerparties thereto, as applicable; (viiid) Certified copies of the LLC resolutions of the managers and the members of the Seller Parties authorizing the execution, delivery, and performance of this Agreement duly by the Seller Parties and the consummation of the transactions provided for herein; (e) An executed by VOXX assignment and assumption of the Seller Parties Intellectual Property Rights, in form and substance reasonably acceptable to the Buyer; (ixf) A receipt for the cash portion of the Initial Purchase Price received in accordance with the instructions of the Seller Parties and an acknowledgement of the issuance of the Closing Shares in the Seller’s name when delivered to the Buyer to be held in accordance with the Pledge Agreement; (g) A non-foreign affidavit dated as of the Closing CertificateDate, sworn under penalty of perjury and in the form required under treasury regulations issued pursuant to Code §1445 stating that no Seller Party is a foreign person as defined in Code §1445; and (xh) the certificates Certificates of the Secretary Secretaries of State (or Assistant Secretary other applicable office) in each jurisdiction in which the Seller Parties are organized, dated as of the Buyer required in accordance with Section 7.03(hClosing Date (or as close thereto as reasonably practicable). (c) At the Closing, the Buyer shall deliver the Escrow Amount certifying as to the Escrow Agent pursuant good standing (to the Escrow Agreementextent such concept is recognized in such jurisdiction) and non-delinquent status of such entities.

Closing Deliverables. (a) At the Closing, the Seller shall deliver to the Buyer the following: (i) the Indemnification Escrow Agreement duly executed by the Seller; (ii) a xxxx bxxx of sale in the form and substance satisfactory to the Buyer of Exhibit A hereto (the “Xxxx Bxxx of Sale”) duly executed by the Seller, Seller transferring the tangible personal property included in the Purchased Assets Tangible Personal Property to the Buyer; (iii) an assignment and assumption agreement in the form and substance satisfactory to the Buyer of Exhibit B hereto (the “Assignment and Assumption Agreement”) duly executed by the Seller, effecting the assignment to and assumption by the Buyer of the Purchased Assets and by Buyer of the Assumed Liabilities; (iv) an assignment in the form and substance satisfactory to of Exhibit C hereto (the Buyer and “Intellectual Property Assignments”) duly executed by the Seller, transferring all of the Seller’s right, title and interest in and to the Intellectual Property Assets to Buyer, and such additional form(s) of assignment for the Buyer (the “Intellectual Property Assignments”)Assets as may be reasonably required by the appropriate Governmental Authority (including the United States Patent and Trademark Office) for recordation of the Intellectual Property Assignments as required to fully vest all rights in the Intellectual Property Assets transferred to Buyer in Buyer; (v) assignments in the form of Exhibit D hereto (the “Rights Assignments”) duly executed by the Key Employees transferring to Buyer all of their right, title and interest in and to any Intellectual Property or Software related to Seller’s business that they may own or license personally; (vi) with respect to each Lease, an Assignment and Assumption of Lease in form and substance satisfactory to the Buyer (each, an “Assignment and Assumption of Lease”) and duly executed by the Seller; (vi) with respect to the Seller Debt, payoff letters and evidence of the termination of all Encumbrances on the Purchased Assets other than Permitted Encumbrances, in form and substance satisfactory to the Buyer. (vii) if Buyer elects to pay the Stock Consideration pursuant to Section 2.05(a)(ii), a legal opinion lock-up agreement in the form of Exhibit E hereto (the Parent’s Puerto Rico counsel“Lock-Up Agreement”), in form and substance satisfactory to the Buyer, with respect to (a) the existence of the Parent under Puerto Rico Law, (b) the authority and authorization of the Seller to execute and deliver this Agreement and the other agreements and documents contemplated hereunder and to consummate the transactions contemplated hereunder, and (c) the due and valid execution of this Agreement. (viii) the applicable Registration Rights Agreement duly executed by the Seller; (ix) the LLC Agreement duly executed by the Seller and each other party thereto other than the Buyer and VOXX; (xviii) the Seller Closing Certificate; (xi) the FIRPTA Certificate; (xiiix) the certificates of the Secretary or Assistant Secretary of the Seller required by Section 7.02(i) and Section 7.02(j); (xiiix) executed Employment Agreements with the 2014 Audited Financial Statements; provided, however, that the Seller shall not be required to make such delivery Key Employees in the event that form attached hereto as Exhibit F (the Buyer fails “Employment Agreements”); (xi) payoff letters, in forms reasonably satisfactory to pay Buyer, with respect to the payoff amounts as of the Closing Date for all costs Secured Indebtedness of Seller, and expenses releases of any Encumbrances granted in connection with the preparation Secured Indebtedness, indicating that upon payment of a specified amount (subject to per diem increase, if applicable), the 2014 Audited Financial holder shall release its Encumbrances and other security interests in, and agree to execute or authorize the execution of any Personal Property Security Act Financing Statements in accordance with Section 6.21to release of record its Encumbrances and other security interest in, the Purchased Assets; (xivxii) all consents of third parties required for if Buyer elects to pay the Seller Stock Consideration pursuant to enter into this Agreement and Section 2.05(a)(ii), an Investment representation letter in substantially the transactions contemplated by this Agreement, the LLC Agreement and the other Transaction Documents form attached hereto as Exhibit G (the “Required ConsentsInvestment Representation Letter”) duly executed by Seller; (xiii) if Buyer elects to pay the Stock Consideration pursuant to Section 2.05(a)(ii), including but not limited to the requisite consents of the Registration Rights Agreement duly executed by Seller’s equity holders and debt holders (the “Seller Equity and Debt Holder Consents”); and (xvxiv) such other customary instruments of transfer, assumption, filings or documents, in form and substance reasonably satisfactory to the Buyer, as may be required to give effect to this Agreement. (b) At the Closing, the Buyer shall deliver to the Seller the following: (i) the Purchase Price Cash Consideration (as adjusted by the Excess Amount or the Shortfall Amount, if applicable, pursuant to Section 2.06(a)(ii) less the Indemnification Escrow Fund, by wire transfer of immediately available funds to an account designated in accordance with Section 2.05writing by Seller to Buyer; (ii) the Additional Cash Consideration by wire transfer of immediately available funds to an account designated in writing by Seller to Buyer, or the Stock Consideration, as applicable; (iii) the Indemnification Escrow Agreement duly executed by the Escrow Agent and Buyer; (iiiiv) the Assignment and Assumption Agreement duly executed by the Buyer; (iv) the Assignment of Indebtedness duly executed by the Buyer; (v) with respect to each Lease, an Assignment and Assumption of Lease duly executed by the Buyer; (vi) the Loan Agreement duly executed by VOXX and the BuyerBuyer Closing Certificate; (vii) the Registration Rights Employment Agreements duly executed by VOXX and/or the Buyer, as applicable; (viii) the LLC Agreement duly executed by VOXX and the Buyer; (ix) the Buyer Closing Certificate; and (x) the certificates of the Secretary or Assistant Secretary of the Buyer required by Section 7.03(f) and Section 7.03(g); (ix) if Buyer elects to pay the Stock Consideration pursuant to Section 2.05(a)(ii), the Investment Representation Letter duly executed by Parent; (x) if Buyer elects to pay the Stock Consideration pursuant to Section 2.05(a)(ii), the Registration Rights Agreement duly executed by Parent; (xi) all elections in accordance with respect of Taxes contemplated under Section 7.03(h)6.06 and Section 6.16 of this Agreement; and (xii) an amount equal to all Taxes to be paid by Buyer to Seller under Section 6.10, if any. (c) At the Closing, the Buyer shall deliver the Escrow Amount to the Escrow Agent pursuant to Agent: (i) the Indemnification Escrow Agreement; and (ii) the Indemnification Escrow Fund.

Closing Deliverables. (a) At On the ClosingClosing Date, the Purchaser shall pay the Purchase Price into the bank accounts designated by such Seller shall deliver prior to the Buyer the following: (i) the Escrow Agreement duly executed by the Seller; (ii) a xxxx of sale in form and substance satisfactory to the Buyer (the “Xxxx of Sale”) duly executed by the Seller, transferring the tangible personal property included in the Purchased Assets to the Buyer; (iii) an assignment and assumption agreement in form and substance satisfactory to the Buyer (the “Assignment and Assumption Agreement”) duly executed by the Seller, effecting the assignment to and assumption by the Buyer of the Purchased Assets and the Assumed Liabilities; (iv) an assignment in form and substance satisfactory to the Buyer and duly executed by the Seller, transferring all of the Seller’s right, title and interest in and to the Intellectual Property Assets to the Buyer (the “Intellectual Property Assignments”); (v) with respect to each Lease, an Assignment and Assumption of Lease in form and substance satisfactory to the Buyer (each, an “Assignment and Assumption of Lease”) and duly executed by the Seller; (vi) with respect to the Seller Debt, payoff letters and evidence of the termination of all Encumbrances on the Purchased Assets other than Permitted Encumbrances, in form and substance satisfactory to the Buyer. (vii) a legal opinion of the Parent’s Puerto Rico counsel, in form and substance satisfactory to the Buyer, with respect to (a) the existence of the Parent under Puerto Rico Law, (b) the authority and authorization of the Seller to execute and deliver this Agreement and the other agreements and documents contemplated hereunder and to consummate the transactions contemplated hereunder, and (c) the due and valid execution of this Agreement. (viii) the applicable Registration Rights Agreement duly executed by the Seller; (ix) the LLC Agreement duly executed by the Seller and each other party thereto other than the Buyer and VOXX; (x) the Seller Closing Certificate; (xi) the FIRPTA Certificate; (xii) the certificates of the Secretary or Assistant Secretary of the Seller required by Section 7.02(j); (xiii) the 2014 Audited Financial Statements; provided, however, that the Seller shall not be required to make such delivery in the event that the Buyer fails to pay all costs and expenses in connection with the preparation of the 2014 Audited Financial Statements in accordance with Section 6.21; (xiv) all consents of third parties required for the Seller to enter into this Agreement and the transactions contemplated by this Agreement, the LLC Agreement and the other Transaction Documents (the “Required Consents”), including but not limited to the requisite consents of the Seller’s equity holders and debt holders (the “Seller Equity and Debt Holder Consents”); and (xv) such other customary instruments of transfer, assumption, filings or documents, in form and substance reasonably satisfactory to the Buyer, as may be required to give effect to this AgreementDate. (b) At On the Closing, the Buyer shall deliver to the Date such Seller the following: shall: (i) deliver, with respect to the Purchase Price Shares of such Seller, free and clear of any Liens, all of the ADSs (including all American Depositary Receipt certificates evidencing ownership of the ADSs) and Ordinary Shares (including all share certificates issued in accordance with Section 2.05; respect of the Shares, if any), as applicable, accompanied by stock powers, transfer certificates (in form acceptable to the depositary of the ADSs) or other instruments of transfer duly executed in blank (and medallion guaranteed if required by the depositary of the ADSs) and otherwise sufficient to vest in the Purchaser, on the Closing Date, good title to such Shares (or in the case of ADSs, an irrevocable instruction to the securities broker of such Seller to transfer the uncertificated ADSs from such Seller’s securities brokerage account to a brokerage account designated by the Purchaser); (ii) deliver any other documents (including opinions of counsel in form acceptable to the Escrow Agreement duly executed depositary of the ADSs), and take any other actions necessary, to effect the transfer on the Closing Date of the Ordinary Shares and ADSs held by such Seller to the Buyer; Purchaser and register the Purchaser as the holder of the Shares in the Register of Members of the Company and to vest in the Purchaser good title to such Shares and (iii) deliver written resignations of Xxxxxxxx Xxxx and Xinhua Yu from the Assignment and Assumption Agreement duly executed by Company’s board of directors. Upon Closing, the Buyer; (iv) Purchaser will be entitled to require the Assignment of Indebtedness duly executed by Company to register the Buyer; (v) with respect to each Lease, an Assignment and Assumption of Lease duly executed by the Buyer; (vi) the Loan Agreement duly executed by VOXX and the Buyer; (vii) the Registration Rights Agreements duly executed by VOXX and/or the Buyer, as applicable; (viii) the LLC Agreement duly executed by VOXX and the Buyer; (ix) the Buyer Closing Certificate; and (x) the certificates transfer of the Secretary Ordinary Shares from such Seller to such registered name or Assistant Secretary of names as the Buyer required in accordance with Section 7.03(h)Purchaser may determine appropriate. (c) At the Closing, the Buyer shall deliver the Escrow Amount The Purchaser and Sellers hereby represent and warrant to the Escrow Agent each other that no deduction or withholding is required from any amount payable to Sellers pursuant to this Agreement. The Purchaser shall not deduct and withhold any amount from the Escrow AgreementPurchase Price unless otherwise required by applicable law and agreed by the Sellers.

Closing Deliverables. (a) At the Closing, the Seller shall deliver to the Buyer the following: (i) the Escrow Agreement duly executed by the Seller; (ii) a xxxx bxxx of sale in form and substance satisfactory to the Buyer (the “Xxxx Bxxx of Sale”) and duly executed by the Seller, transferring the tangible personal property included in the Purchased Assets to the Buyer; (iiiii) an assignment and assumption agreement in form and substance satisfactory to the Buyer (the “Assignment and Assumption Agreement”) and duly executed by the Seller, effecting the assignment to and assumption by the Buyer of the Purchased Assets and the Assumed Liabilities; (iviii) an assignment assignments in form and substance satisfactory to Buyer (the Buyer “Intellectual Property Assignments”) and duly executed by the Seller, transferring all of the Seller’s right, title and interest in and to the Intellectual Property Assets trademark registrations and applications, patents and patent applications, source code to Improved PERCS, copyright registrations and applications and domain name registrations included in the Buyer Purchased IP (as defined herein) to Buyer; (iv) copies of all consents, approvals, waivers and authorizations referred to in Section 3.02 of the “Intellectual Property Assignments”)Disclosure Schedules; (v) tax clearance certificates from the taxing authorities in the jurisdictions that impose taxes on Seller or where Seller has a duty to file tax returns in connection with respect to each Lease, an Assignment the transactions contemplated by this Agreement and Assumption evidence of Lease the payment in form and substance satisfactory to the Buyer (each, an “Assignment and Assumption full or other satisfaction of Lease”) and duly executed any taxes owed by the SellerSeller in those jurisdictions; (vi) with respect to the Seller Debt, payoff letters and evidence of the termination of all Encumbrances on the Purchased Assets other than Permitted Encumbrances, in form and substance satisfactory to the Buyer. (vii) a legal opinion of the Parent’s Puerto Rico counsel, in form and substance satisfactory to the Buyer, with respect to (a) the existence of the Parent under Puerto Rico Law, (b) the authority and authorization of the Seller to execute and deliver this Agreement and the other agreements and documents contemplated hereunder and to consummate the transactions contemplated hereunder, and (c) the due and valid execution of this Agreement. (viii) the applicable Registration Rights Agreement duly executed by the Seller; (ix) the LLC Agreement duly executed by the Seller and each other party thereto other than the Buyer and VOXX; (x) the Seller Closing Certificate; (xi) the FIRPTA Certificate; (xii) the certificates certificate of the Secretary or Assistant Secretary (or equivalent officer) of Seller certifying as to (A) the resolutions of the Seller required by Section 7.02(j); (xiii) board of directors of Seller, duly adopted and in effect, which authorize the 2014 Audited Financial Statements; providedexecution, however, that the Seller shall not be required to make such delivery in the event that the Buyer fails to pay all costs and expenses in connection with the preparation performance of the 2014 Audited Financial Statements in accordance with Section 6.21; (xiv) all consents of third parties required for the Seller to enter into this Agreement and the transactions contemplated by hereby; and (B) the names and signatures of the officers of Seller authorized to sign this Agreement, the LLC Agreement and the other Transaction Documents (the “Required Consents”), including but not limited documents to the requisite consents of the Seller’s equity holders and debt holders (the “Seller Equity and Debt Holder Consents”); andbe delivered hereunder; (xvvii) such other customary instruments of transfer, assumption, filings or documents, in form and substance reasonably satisfactory to the Buyer, as may be required to give effect to this Agreement.; (viii) a balance sheet setting forth the assets and liabilities of Seller as of February 25,2020, (the “Interring Balance Sheet Date”); (ix) a lockup agreement in the form attached hereto as Exhibit D (the “Lockup Agreement”), pursuant to which the Seller agrees that the Seller (or any assignee of the Seller) may not sell any of the Purchase Shares and/or Warrant Shares for 12 months from the date of the Closing and for the period beginning 12 months from the Closing until 24 months from the Closing the Seller may not sell more than half the Purchase Shares and/or Warrant Shares and no more than 5% of the Purchase Shares and Warrant Shares in any 30 day period; and (b) At the Closing, the Buyer shall deliver to the Seller the following: (i) the Purchase Price The Initial Cash Payment Cash by wire transfer of immediately available funds to an account designated in accordance with Section 2.05; (ii) the Escrow Agreement duly executed writing by the Seller to Buyer; (iii) the Assignment and Assumption Agreement duly executed by the Buyer; (iv) the Assignment of Indebtedness duly executed by the Buyer; (v) with respect to each Lease, an Assignment and Assumption of Lease duly executed by the Buyer; (vi) the Loan Agreement duly executed by VOXX and the Buyer; (vii) the Registration Rights Agreements duly executed by VOXX and/or the Buyer, as applicable; (viii) the LLC Agreement duly executed by VOXX and the Buyer; (ix) the Buyer Closing Certificate; and (x) the certificates of the Secretary or Assistant Secretary of the Buyer required in accordance with Section 7.03(h). (c) At the Closing, the Buyer shall deliver the Escrow Amount to the Escrow Agent pursuant to the Escrow Agreement.

Closing Deliverables. (a) At the Closing, the Seller shall deliver (or caused to the be delivered) to Buyer the following: (i) the Escrow Agreement Employment Agreements, duly executed by the SellerKey Employees, copies of which are attached hereto as Exhibit A; (ii) a xxxx bxxx of sale in form and substance satisfactory to the Buyer duly executed by Seller, a copy of which is attached hereto as Exhibit B (the “Xxxx Bxxx of Sale”) duly executed by the Seller), transferring the tangible personal property included in the Purchased Assets to the Buyer; (iii) an assignment and assumption agreement in form and substance satisfactory to the Buyer agreement, duly executed by Buyer, a copy of which is attached hereto as Exhibit C (the “Assignment and Assumption Agreement”) duly executed by the Seller), effecting the assignment to and assumption by the Buyer of the Purchased Assets and the Assumed Liabilities; (iv) an assignment in form and substance satisfactory to the Buyer and duly executed by the Seller, transferring all of the Seller’s right, title and interest in and to the Intellectual Property Assets to the Buyer (the “Intellectual Property Assignments”); (v) with respect to each Lease, an Assignment and Assumption of Lease in form and substance satisfactory to the Buyer (each, an “Assignment and Assumption of Lease”) and duly executed by the Seller; (vi) with respect to the Seller Debt, payoff letters and evidence of the termination of all Encumbrances on the Purchased Assets other than Permitted Encumbrances, in form and substance satisfactory to the Buyer. (vii) a legal opinion of the Parent’s Puerto Rico counsel, in form and substance satisfactory to the Buyer, with respect to (a) the existence of the Parent under Puerto Rico Law, (b) the authority and authorization of the Seller to execute and deliver this Agreement and the other agreements and documents contemplated hereunder and to consummate the transactions contemplated hereunder, and (c) the due and valid execution of this Agreement. (viii) the applicable Registration Rights Agreement duly executed by the Seller; (ix) the LLC Agreement duly executed by the Seller and each other party thereto other than the Buyer and VOXX; (x) the Seller Closing Certificate; (xiv) the FIRPTA CertificateRegistration Rights Agreement, duly executed by Seller, a copy of which is attached hereto as Exhibit D (the “Registration Rights Agreement”); (xiivi) the certificates Statement of Work, duly executed by the Buyer, a copy of which is attached hereto as Exhibit F (the “SOW”); (vii) the certificate of the Secretary or Assistant Secretary of the Seller required by Section 7.02(j);by (xiii) the 2014 Audited Financial Statements; provided, however, that the Seller shall not be required to make such delivery in the event that the Buyer fails to pay all costs and expenses in connection with the preparation of the 2014 Audited Financial Statements in accordance with Section 6.21; (xiv) all consents of third parties required for the Seller to enter into this Agreement and the transactions contemplated by this Agreement, the LLC Agreement and the other Transaction Documents (the “Required Consents”), including but not limited to the requisite consents of the Seller’s equity holders and debt holders (the “Seller Equity and Debt Holder Consents”); and (xvviii) such other customary instruments of transfer, assumption, filings or documents, in form and substance reasonably satisfactory to the Buyer, as may be required to give effect to this Agreement. (b) At the Closing, the Buyer shall deliver (or caused to the be delivered) to Seller the following: (i) the Purchase Price Closing Cash Payment by wire transfer of immediately available funds to the accounts (and in accordance with Section 2.05the proportions) designated in writing by Seller to Buyer; (ii) the Escrow Agreement Registration Rights Agreement, duly executed by the Buyer; (iii) the Assignment and Assumption Agreement Employment Agreements, duly executed by the Buyer; (iv) the Assignment of Indebtedness and Assumption Agreement, duly executed by the Buyer; (v) with respect to each Leasethe Promissory Note, an Assignment and Assumption of Lease duly executed by the Buyer; (vi) the Loan Agreement Registration Rights Agreement, duly executed by VOXX and the Buyer; (vii) the Registration Rights Agreements duly executed by VOXX and/or the Buyer, as applicableBuyer Closing Certificate; (viii) the LLC Agreement SOW, duly executed by VOXX and the Buyer; (ix) the Buyer Closing Certificate; and (x) the certificates of the Secretary or Assistant Secretary of the Buyer Buyer, as applicable, required in accordance with by Section 7.03(h7.03(e).; and (cx) At the Closingsuch other customary instruments of transfer, the Buyer shall deliver the Escrow Amount assumption, filings or documents, in form and substance reasonably satisfactory to the Escrow Agent pursuant Seller, as may be required to the Escrow give effect to this Agreement.

Closing Deliverables. (a) At the Closing, the Seller shall deliver to the Buyer the following: (i) the Escrow Agreement duly executed by the Seller; (ii) a xxxx bxxx of sale in the form and substance satisfactory to the Buyer of Exhibit B hereto (the “Xxxx Bxxx of Sale”) and duly executed by the Seller, transferring the tangible personal property Tangible Personal Property included in the Purchased Assets to the Buyer; (iiiii) an assignment and assumption agreement in the form and substance satisfactory to the Buyer of Exhibit C hereto (the “Assignment and Assumption Agreement”) and duly executed by the Seller, effecting the assignment to and assumption by the Buyer of the Purchased Assets and the Assumed Liabilities; (iii) a Lease Agreement in the form of Exhibit D hereto (the “Lease Agreement”), duly executed by 100 Xxxxx Xxxx., LLC, a New York limited liability company; (iv) an assignment employment agreement in the form of Exhibit E hereto (the “Employment Agreement”), duly executed by Axxxxxx Xxxxxxx, Xx. (v) a trademark, copyright and substance satisfactory to domain name assignment, each in the Buyer form of Exhibit F hereto (collectively, the “Intellectual Property Assignments”) and duly executed by the Seller, transferring all of the Seller’s right, title and interest in and to the Intellectual Property Assets to the Buyer (the “Intellectual Property Assignments”); (v) with respect to each Lease, an Assignment and Assumption of Lease in form and substance satisfactory to the Buyer (each, an “Assignment and Assumption of Lease”) and duly executed by the SellerBuyer; (vi) with respect to the Seller Debt, payoff letters and evidence of the termination of all Encumbrances on the Purchased Assets other than Permitted Encumbrances, in form and substance satisfactory to the Buyer. (vii) a legal opinion of the Parent’s Puerto Rico counsel, in form and substance satisfactory to the Buyer, with respect to (a) the existence of the Parent under Puerto Rico Law, (b) the authority and authorization of the Seller to execute and deliver this Agreement and the other agreements and documents contemplated hereunder and to consummate the transactions contemplated hereunder, and (c) the due and valid execution of this Agreement. (viii) the applicable Registration Rights Agreement duly executed by the Seller; (ix) the LLC Agreement duly executed by the Seller and each other party thereto other than the Buyer and VOXX; (x) the Seller Closing Certificate; (xi) the FIRPTA Certificate; (xiivii) the certificates of the Secretary or Assistant Secretary of the Seller required by Section 7.02(j6.01(h); (xiiiviii) the 2014 Audited Financial Statements; provided, however, that the Seller shall not be required to make such delivery in the event that the Buyer fails to pay all costs and expenses in connection with the preparation of the 2014 Audited Financial Statements in accordance with Section 6.21; (xiv) all consents of third parties required for the Seller to enter into this Agreement and the transactions contemplated Form W-9 duly executed by this Agreement, the LLC Agreement and the other Transaction Documents (the “Required Consents”), including but not limited to the requisite consents of the Seller’s equity holders and debt holders (the “Seller Equity and Debt Holder Consents”); and (xvix) such other customary instruments of transfer, assumption, filings or documents, in form and substance reasonably satisfactory to the Buyer, as may be required to give effect to this Agreement. (b) At the Closing, the Buyer shall deliver to the Seller the following: (i) the portion of the Purchase Price that is the Closing Date Payment by wire transfer of immediately available funds to an account designated in accordance with Section 2.05writing by Seller to Buyer; (ii) the Escrow Agreement Note duly executed by the BuyerBuyer in favor of Seller; (iii) the Assignment and Assumption Agreement duly executed by the Buyer; (iv) the Assignment of Indebtedness Lease Agreement duly executed by the Buyer; (v) with respect to each Lease, an Assignment and Assumption of Lease the Consulting Agreement duly executed by the Buyer; (vi) the Loan Employment Agreement duly executed by VOXX and the Buyer; (vii) the Registration Rights Agreements Intellectual Property Assignments duly executed by VOXX and/or the Buyer, as applicable; (viii) the LLC Agreement duly executed by VOXX and the Buyer; (ix) the Buyer Closing Certificate; and (xix) the certificates of the Secretary or Assistant Secretary of the Buyer required in accordance with by Section 7.03(h6.02(d). (c) At the Closing, the Buyer shall deliver the Escrow Amount to the Escrow Agent pursuant to the Escrow Agreement.

Closing Deliverables. (a) At the Closing, the Seller shall deliver to the Buyer the following: (i) the Escrow Agreement duly executed by the Seller; (ii) a xxxx of sale in the form and substance satisfactory to the Buyer of Exhibit B (the “Xxxx of Sale”) and duly executed by the Seller, transferring the tangible personal property included in the Purchased Assets to the Buyer; (iiiii) an assignment and assumption agreement in the form and substance satisfactory to the Buyer of Exhibit C (the “Assignment and Assumption Agreement”) and duly executed by the Seller, effecting the assignment to and assumption by the Buyer of the Purchased Assets and the Assumed Liabilities; (iviii) an assignment of intellectual property in the form and substance satisfactory to of Exhibit D (the Buyer “Intellectual Property Assignment”) and duly executed by the Seller, transferring all of the Seller’s right, title and interest in and to the Intellectual Property Assets to the Buyer (the “Intellectual Property Assignments”)Buyer; (viv) with respect to each Lease, an Assignment assignment and Assumption assumption of Lease leases agreement in the form and substance satisfactory to of Exhibit E (the Buyer (each, an “Assignment and Assumption of LeaseLeases”) and duly executed by Seller, effecting the Sellerassignment to and assumption by Buyer of the Leases; (vi) with respect to the Seller Debt, payoff letters and evidence of the termination of all Encumbrances on the Purchased Assets other than Permitted Encumbrances, in form and substance satisfactory to the Buyer. (vii) a legal opinion of the Parent’s Puerto Rico counsel, in form and substance satisfactory to the Buyer, with respect to (a) the existence of the Parent under Puerto Rico Law, (b) the authority and authorization of the Seller to execute and deliver this Agreement and the other agreements and documents contemplated hereunder and to consummate the transactions contemplated hereunder, and (c) the due and valid execution of this Agreement. (viii) the applicable Registration Rights Agreement duly executed by the Seller; (ix) the LLC Agreement duly executed by the Seller and each other party thereto other than the Buyer and VOXX; (xv) the Seller Closing Certificate; (xivi) the Seller Foreign Investment in Real Property Tax Act certification (the “FIRPTA Certificate”); (xiivii) the certificates certificate of the Secretary or Assistant Secretary of the Seller required by Section 7.02(j7.02(i); (xiii) the 2014 Audited Financial Statements; provided, however, that the Seller shall not be required to make such delivery in the event that the Buyer fails to pay all costs and expenses in connection with the preparation of the 2014 Audited Financial Statements in accordance with Section 6.21; (xiv) all consents of third parties required for the Seller to enter into this Agreement and the transactions contemplated by this Agreement, the LLC Agreement and the other Transaction Documents (the “Required Consents”), including but not limited to the requisite consents of the Seller’s equity holders and debt holders (the “Seller Equity and Debt Holder Consents”); and (xvviii) such other customary instruments of transfer, assumption, filings or documents, in form and substance reasonably satisfactory to the Buyer, as may be required to give effect to this Agreement; (ix) the Funds Flow Memorandum, duly executed by Seller in accordance with Section 2.06; (x) an escrow agreement, in a form to be mutually agreed among U.S. Bank, as escrow agent (the “Escrow Agent”), Buyer and Seller (the “Escrow Agreement”), duly executed by the Escrow Agent and Seller; (xi) a certificate of good standing for Seller from the State of Washington dated within five (5) Business Days of the date hereof; (xii) a transition services agreement in a form to be mutually agreed between Buyer and Seller (the “Transition Services Agreement”), duly executed by Seller; and (xiii) each of the Employment Agreements, duly executed by each Key Employee. (b) At the Closing, the Buyer shall deliver to the Seller the following: (i) a counterpart to the Purchase Price in accordance with Section 2.05Assignment and Assumption Agreement; (ii) a counterpart to the Escrow Agreement duly executed by the BuyerIntellectual Property Assignment; (iii) a counterpart to the Assignment and Assumption Agreement duly executed by the Buyerof Leases; (iv) a sublease agreement in the Assignment form of Indebtedness Exhibit F (the “Sublease Agreement”) by and between Buyer and Red Lion Hotel Corporation for the sublease of the office facilities located in Spokane, Washington, duly executed by the Buyer; (v) with respect to each Lease, an Assignment and Assumption of Lease duly executed by the BuyerBuyer Closing Certificate; (vi) the Loan Agreement duly executed by VOXX and the Buyer; (vii) the Registration Rights Agreements duly executed by VOXX and/or the Buyer, as applicable; (viii) the LLC Agreement duly executed by VOXX and the Buyer; (ix) the Buyer Closing Certificate; and (x) the certificates of the Secretary or Assistant Secretary of the Buyer required in accordance with by Section 7.03(h7.03(g).; and (cvii) At the ClosingThe Transition Services Agreement, the Buyer shall deliver the Escrow Amount to the Escrow Agent pursuant to the duly executed by Buyer (viii) The Escrow Agreement, duly executed by Buyer.

Closing Deliverables. (a) At the Closing, the Seller shall deliver to the Buyer the following: (i) the Escrow Agreement duly executed by the Seller; (ii) a xxxx of sale in form and substance satisfactory to the Buyer (the “Xxxx of Sale”) and duly executed by the Seller, transferring the tangible personal property included in the Purchased Assets to the Buyer; (iiiii) an assignment and assumption agreement in form and substance satisfactory to the Buyer (the “Assignment and Assumption Agreement”) and duly executed by the Seller, effecting the assignment to and assumption by the Buyer of the Purchased Assets and the Assumed Liabilities; (iviii) an assignment assignments in form and substance satisfactory to Buyer (the Buyer “Intellectual Property Assignments”) and duly executed by the Seller, transferring all of the Seller’s 's right, title and interest in and to the Intellectual Property Assets to and the Buyer (the “Intellectual Property Assignments”)Licenses to Buyer; (viv) with respect to each Lease, an Assignment and Assumption of Lease in form and substance satisfactory to the Buyer (each, an “Assignment and Assumption of Lease”) and duly executed by the Seller; (viv) with respect to the Seller Debt, payoff letters and evidence a power of the termination of all Encumbrances on the Purchased Assets other than Permitted Encumbrances, attorney in form and substance satisfactory to the Buyer. (vii) a legal opinion of the Parent’s Puerto Rico counsel, in form Buyer and substance satisfactory to the Buyer, with respect to (a) the existence of the Parent under Puerto Rico Law, (b) the authority and authorization of the Seller to execute and deliver this Agreement and the other agreements and documents contemplated hereunder and to consummate the transactions contemplated hereunder, and (c) the due and valid execution of this Agreement. (viii) the applicable Registration Rights Agreement duly executed by the Seller; (ix) the LLC Agreement duly executed by the Seller and each other party thereto other than the Buyer and VOXX; (xvi) the Seller Closing Certificate; (xivii) the FIRPTA Certificate; (xiiviii) the certificates of the Secretary or Assistant Secretary a duly authorized officer of the Seller required by Section 7.02(j); (xiii) the 2014 Audited Financial Statements; provided, however, that the Seller shall not be required to make such delivery in the event that the Buyer fails to pay all costs and expenses in connection with the preparation of the 2014 Audited Financial Statements in accordance with Section 6.21; (xiv) all consents of third parties required for the Seller to enter into this Agreement and the transactions contemplated by this Agreement, the LLC Agreement and the other Transaction Documents (the “Required Consents”), including but not limited to the requisite consents of the Seller’s equity holders and debt holders (the “Seller Equity and Debt Holder Consents”7.02(k); and (xvix) such other customary instruments of transfer, assumption, filings or documents, in form and substance reasonably satisfactory to the Buyer, as may be required to give effect to this Agreement. (b) At the Closing, the Buyer shall deliver to the Seller the following: (i) the Purchase Price in accordance with Section 2.05;Cash Payment Amount. (ii) the Escrow Agreement duly executed by the Buyer; (iii) the Assignment and Assumption Agreement duly executed by the Buyer; (iv) the Assignment of Indebtedness duly executed by the Buyer; (viii) with respect to each Lease, an Assignment and Assumption of Lease duly executed by the Buyer; (iv) the Buyer Closing Certificate; (v) California and New Jersey resale certificates and, if reasonably requested by Seller, any additional resale certificates relating to any Inventory included in the Purchased Assets; and (vi) the Loan Agreement duly executed by VOXX and the Buyer; (vii) the Registration Rights Agreements duly executed by VOXX and/or the Buyer, as applicable; (viii) the LLC Agreement duly executed by VOXX and the Buyer; (ix) the Buyer Closing Certificate; and (x) the certificates of the Secretary or Assistant Secretary authorized officer of the Buyer required in accordance with by Section 7.03(g) and Section 7.03(h). (c) At the Closing, the Buyer shall deliver the Escrow Amount to the Escrow Agent pursuant to the Escrow Agreement.

Closing Deliverables. (a) At the Closing, the Seller shall deliver to the Buyer the following: (i) the Escrow Agreement duly executed by the Seller; (ii) a xxxx of sale in the form of Exhibit A hereto/in form and substance satisfactory to the Buyer (the “"Xxxx of Sale”") and duly executed by the Seller, transferring the tangible personal property included in Purchased Assets to Buyer; provided, that the assignment to, and assumption by, Buyer of the Purchased Assets to shall, automatically and without any further action of the BuyerBuyer or Seller or any other party, become effective upon the Effective Date; (iiiii) an assignment and assumption agreement in the form of Exhibit B hereto/in form and substance satisfactory to the Buyer (the “Assignment and Assumption Agreement”"Intellectual Property Assignment") duly executed by the Seller, effecting the assignment to and assumption by the Buyer of the Purchased Assets and the Assumed Liabilities; (iv) an assignment in form and substance satisfactory to the Buyer and duly executed by the Seller, transferring all of the Seller’s 's right, title and interest in and to the Intellectual Property trademark registrations and applications, patents and patent applications, copyright registrations and applications and domain name registrations included in the Purchased Assets and Human Banking Purchased IP (as defined herein) to Buyer; provided, that the assignment to, and assumption by, Buyer of the Purchased Assets and Human Banking Purchased IP shall, automatically and without any further action of the Buyer or Seller or any other party, become effective upon the Effective Date; (iii) The Non-Competition and Non-Solicitation Agreement, duly executed by Seller and the “Intellectual Property Assignments”)Key Persons; (iv) The Asset Sale and Lease Agreement, duly executed by Seller; The Customer Purchase Agreement, duly executed by Seller; (v) with respect copies of all consents, approvals, waivers and authorizations referred to each Lease, an Assignment and Assumption of Lease in form and substance satisfactory to the Buyer (each, an “Assignment and Assumption of Lease”) and duly executed by the SellerSchedule 2.02(a)(v); (vi) a certificate pursuant to Treasury Regulations Section 1.1445-2(b) that Seller is not a foreign person within the meaning of Section 1445 of the Internal Revenue Code duly executed by Seller; (vii) tax clearance certificates, if any, from the taxing authorities in the jurisdictions that impose taxes on Seller or where Seller has a duty to file tax returns in connection with respect to the Seller Debt, payoff letters transactions contemplated by this Agreement and evidence of the termination payment in full or other satisfaction of all Encumbrances on the Purchased Assets other than Permitted Encumbrances, any taxes owed by Seller in form and substance satisfactory to the Buyer. (vii) a legal opinion of the Parent’s Puerto Rico counsel, in form and substance satisfactory to the Buyer, with respect to (a) the existence of the Parent under Puerto Rico Law, (b) the authority and authorization of the Seller to execute and deliver this Agreement and the other agreements and documents contemplated hereunder and to consummate the transactions contemplated hereunder, and (c) the due and valid execution of this Agreement.those jurisdictions; (viii) the applicable Registration Rights Agreement duly executed by the Seller; (ix) the LLC Agreement duly executed by the Seller and each other party thereto other than the Buyer and VOXX; (x) the Seller Closing Certificate; (xi) the FIRPTA Certificate; (xii) the certificates a certificate of the Secretary or Assistant Secretary (or equivalent officer) of Seller certifying as to (A) the resolutions of the Seller required by Section 7.02(j); (xiii) board of directors of Seller, duly adopted and in effect, which authorize the 2014 Audited Financial Statements; providedexecution, however, that the Seller shall not be required to make such delivery in the event that the Buyer fails to pay all costs and expenses in connection with the preparation performance of the 2014 Audited Financial Statements in accordance with Section 6.21; (xiv) all consents of third parties required for the Seller to enter into this Agreement and the transactions contemplated by hereby, and (B) the names and signatures of the officers of Seller authorized to sign this Agreement, the LLC Agreement and the other Transaction Documents (the “Required Consents”), including but not limited documents to the requisite consents of the Seller’s equity holders and debt holders (the “Seller Equity and Debt Holder Consents”); andbe delivered hereunder; (xvix) such other customary instruments of transfer, assumption, filings or documents, in form and substance reasonably satisfactory to the Buyer, as may be required to give effect to this Agreement; (x) Evidence satisfactory to Buyer of compliance with Florida bulk sales laws; (xi) Evidence satisfactory to Buyer that all Encumbrances on Purchased Assets have been released and discharged; and (xii) Releases and customary pay-off letter or letters for all indebtedness, including any indebtedness secured by any Encumbrance on the Purchased Assets, evidencing the total pay-off amount thereof (and indicating the release, upon payment of such amount, of all such Encumbrances) and otherwise in form and substance reasonably satisfactory to Buyer and its legal counsel. (b) At the Closing, the Buyer shall deliver to Seller (or the Seller Persons set forth below) the following: (i) the Purchase Price in accordance with Section 2.05Price; (ii) the Escrow Agreement Non-Competition and Non-Solicitation Agreement, duly executed by the Buyer; (iii) the Assignment Asset Sale and Assumption Lease Agreement duly executed by the Buyer; (iv) the Assignment of Indebtedness Customer Purchase Agreement duly executed by the Buyer; (v) with respect copies of all consents and authorizations referred to each Lease, an Assignment and Assumption of Lease duly executed by the Buyer;in Schedule 2.02(b)(v); and (vi) the Loan Agreement duly executed by VOXX and the Buyer; (vii) the Registration Rights Agreements duly executed by VOXX and/or the Buyer, as applicable; (viii) the LLC Agreement duly executed by VOXX and the Buyer; (ix) the Buyer Closing Certificate; and (x) the certificates a certificate of the Secretary or Assistant Secretary (or equivalent officer) of Buyer certifying as to (A) the resolutions of the 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 required in accordance with Section 7.03(h)authorized to sign this Agreement and the documents to be delivered hereunder. (c) At the Closing, the Buyer shall deliver the Escrow Amount to the Escrow Agent pursuant to the Escrow Agreement.

Closing Deliverables. (a) At the Closing, the Seller shall deliver to the Buyer the following: (i) the Escrow Agreement duly executed by the Seller; (ii) a xxxx of sale in the form and substance satisfactory to the Buyer of Exhibit K hereto (the “Xxxx of Sale”) and duly executed by the Seller, transferring the tangible personal property Tangible Personal Property included in the Purchased Assets to the Buyer; (iiiii) an assignment and assumption agreement in the form and substance satisfactory to the Buyer of Exhibit L hereto (the “Assignment and Assumption Agreement”) and duly executed by the Seller, effecting the assignment to and assumption by the Buyer of the Purchased Assets and the Assumed Liabilities; (iviii) with respect to ML&P Plant 2/ML&P Plant 2A, a special warranty deed in the form of Exhibit M hereto (with an assignment accompanying agreement to be entered into by Buyer and Seller effective as of the Closing to set forth the terms upon which Seller may access the Plant 2A Mural following the Closing on mutually acceptable terms and conditions), and with respect to each other parcel of Owned Real Property, a quitclaim deed in form and substance satisfactory to the Buyer of Exhibit N hereto (each, a “Deed”) and duly executed and acknowledged by the Seller, transferring all of the Seller’s right, title and interest in and to the Intellectual Property Assets to the Buyer (the “Intellectual Property Assignments”); (viv) with respect to each Lease, an Assignment and Assumption of Lease in form and substance reasonably satisfactory to the Buyer (each, an “Assignment and Assumption of Lease”) and duly executed and acknowledged by Seller; (v) with respect to the Other Real Property Interests (other than any easements appurtenant to any Owned Real Property), one or more assignments in Asset Purchase and Sale Agreement dated as of December 28, 2018 between Municipality of Anchorage and Chugach Electric Association, Inc. form and substance reasonably satisfactory to Buyer (each, a “Real Property Interest Assignment”) and duly executed and acknowledged by Seller; (vi) with respect to the Seller Debt, payoff letters and evidence of the termination of all Encumbrances on the Purchased Assets other than Permitted Encumbrances, in form and substance satisfactory to the Buyer. (vii) a legal opinion of the Parent’s Puerto Rico counsel, in form and substance satisfactory to the Buyer, with respect to (a) the existence of the Parent under Puerto Rico Law, (b) the authority and authorization of the Seller to execute and deliver this Agreement and the other agreements and documents contemplated hereunder and to consummate the transactions contemplated hereunder, and (c) the due and valid execution of this Agreement. (viii) the applicable Registration Rights Agreement BRU Transfer Documents duly executed by the Seller; (ix) the LLC Agreement duly executed by the Seller and each other party thereto other than the Buyer and VOXX; (xvii) the Seller Closing Certificate; (xiviii) the FIRPTA Certificate; (xiiix) the certificates of the Secretary or Assistant Secretary Clerk of the Seller required by Section 7.02(j) and Section 7.02(k); (xiii) the 2014 Audited Financial Statements; provided, however, that the Seller shall not be required to make such delivery in the event that the Buyer fails to pay all costs and expenses in connection with the preparation of the 2014 Audited Financial Statements in accordance with Section 6.21; (xiv) all consents of third parties required for the Seller to enter into this Agreement and the transactions contemplated by this Agreement, the LLC Agreement and the other Transaction Documents (the “Required Consents”), including but not limited to the requisite consents of the Seller’s equity holders and debt holders (the “Seller Equity and Debt Holder Consents”); and (xvx) such other customary instruments of assignment, transfer, assumption, conveyance, filings or documentsdocuments (including transfer of vehicle titles), in form and substance reasonably satisfactory to the BuyerBuyer and Seller, as may be required to give effect to this Agreement; and (xi) such other agreements, consents, documents, instruments and writings as are required to be delivered by Seller at or prior to the Closing pursuant to this Agreement or the Ancillary Documents. (b) At the Closing, the Buyer shall deliver to the Seller the following: (i) the Purchase Price paid in accordance with the manner set forth in Section 2.052.07; (ii) the Escrow Agreement duly executed by the Buyer; (iii) the Assignment and Assumption Agreement duly executed by the Buyer; (iv) the Assignment of Indebtedness duly executed by the Buyer; (viii) with respect to each Lease, an Assignment and Assumption of Lease duly executed by the Buyer; (viiv) the Loan Agreement BRU Transfer Documents duly executed by VOXX and the Buyer; (vii) the Registration Rights Agreements duly executed by VOXX and/or the Buyer, as applicable; (viii) the LLC Agreement duly executed by VOXX and the Buyer; (ixv) the Buyer Closing Certificate; and; (xvi) the certificates of the Secretary or Assistant Secretary of the Buyer required in accordance with by Section 7.03(g) and Section 7.03(h); and (vii) such other agreements, documents, instruments and writings as are required to be delivered by Buyer at or prior to the Closing pursuant to this Agreement of the Ancillary Documents. (c) At The parties hereto anticipate that all of the conditions set forth in ARTICLE VII other than the funding described in this Section 3.02(c) shall be satisfied on a date that is mutually agreed by the parties hereto (the “Documentation Closing Date”). On the Documentation Closing Date, the parties hereto shall have delivered all documentation required by ARTICLE VII to be delivered at or prior to the Closing, to be 28 Asset Purchase and Sale Agreement dated as of December 28, 2018 between Municipality of Anchorage and Chugach Electric Association, Inc. held in escrow until the Buyer shall deliver delivery of the Escrow Amount Upfront Payment to Seller on a date that is no sooner than twenty (20) days following the Documentation Closing Date (such date, the “Financial Closing Date”). On the Financial Closing Date, a portion of the Upfront Payment together with any other funds of Seller to the Escrow Agent extent necessary shall be deposited into the applicable bond fund under the Trust Agreements and other documents related to the Closing Debt in accordance with the provisions related to the disposition of the system and defeasance/redemption provisions of the Trust Agreements and other documents pursuant to which such Closing Debt was issued in an amount that shall be sufficient to pay and redeem the Escrow Closing Debt (“Bond Release Consideration”). The sufficiency of such deposit of monies and the amount of the Bond Release Consideration shall be verified by an independent certified public accountant, acting as an expert and not an arbitrator, that is acceptable to Buyer and Seller. Seller shall cause irrevocable instructions to be given on or prior to the Financial Closing Date to the trustees under and in accordance with the Trust Agreements, and there shall be delivered to Buyer and Seller on or prior to the Closing Date opinions of bond counsel to Seller, in a form satisfactory to Buyer and Seller, to the effect that the pledge of the pledged revenues, and all covenants, agreements and obligations of Seller to the holders of the Closing Debt, and all liens, benefits or security under the Closing Debt, have thereupon ceased, terminated and become void, discharged and satisfied upon deposit of the Bond Release Consideration at the Financial Closing Date as aforesaid and that the actions contemplated by this Agreement will not have an adverse effect on the tax-exempt status of the Closing Debt. Any Bond Release Consideration and interest earned thereon not used to repay or defease Closing Debt shall be paid over to Seller. For the avoidance of doubt, except as set forth in this Section 3.02(c), the Financial Closing Date shall be the Closing Date under this Agreement.

Closing Deliverables. (a) At the Closing, the Seller shall deliver to the Buyer the following: (i) the Escrow Agreement duly executed by the Seller; (ii) a xxxx bxxx of sale in the form and substance satisfactory to the Buyer of Exhibit A attached hereto (the “Xxxx Bxxx of Sale”) and duly executed by the Seller, transferring the tangible personal property included in the Purchased Assets to the Buyer;Buyer free and clear of any and all Encumbrances other than Permitted Encumbrances; QB\43503538.9 (iiiii) an assignment and assumption agreement in the form and substance satisfactory to the Buyer of Exhibit B attached hereto (the “Assignment and Assumption Agreement”) and duly executed by the Seller, effecting the assignment to and assumption by the Buyer of the Purchased Assets and the Assumed Liabilities; (iviii) an assignment of intellectual property in the form and substance satisfactory to of Exhibit C attached hereto (the Buyer “Intellectual Property Assignment”) and duly executed by the Seller, transferring all of the Seller’s right, title and interest in and to the Intellectual Property patents, patent applications and all other intellectual property rights of Seller included in the Purchased Assets to the Buyer (the “Intellectual Property Assignments”); (v) with respect to each Lease, an Assignment free and Assumption of Lease in form and substance satisfactory to the Buyer (each, an “Assignment and Assumption of Lease”) and duly executed by the Seller; (vi) with respect to the Seller Debt, payoff letters and evidence of the termination clear of all Encumbrances on the Purchased Assets other than Permitted Encumbrances, in form and substance satisfactory to the Buyer. (vii) a legal opinion of the Parent’s Puerto Rico counsel, in form and substance satisfactory to the Buyer, with respect to (a) the existence of the Parent under Puerto Rico Law, (b) the authority and authorization of the Seller to execute and deliver this Agreement and the other agreements and documents contemplated hereunder and to consummate the transactions contemplated hereunder, and (c) the due and valid execution of this Agreement. (viii) the applicable Registration Rights Agreement duly executed by the Seller; (ix) the LLC Agreement duly executed by the Seller and each other party thereto other than the Buyer and VOXX; (x) the Seller Closing Certificate; (xi) the FIRPTA Certificate; (xii) the certificates of the Secretary or Assistant Secretary of the Seller required by Section 7.02(j); (xiii) the 2014 Audited Financial Statements; provided, however, that the Seller shall not be required to make such delivery in the event that the Buyer fails to pay all costs and expenses in connection with the preparation of the 2014 Audited Financial Statements in accordance with Section 6.21; (xiv) all consents of third parties required for the Seller to enter into this Agreement and the transactions contemplated by this Agreement, the LLC Agreement and the other Transaction Documents (the “Required Consents”), including but not limited to the requisite consents of the Seller’s equity holders and debt holders (the “Seller Equity and Debt Holder Consents”); and (xviv) such other customary instruments of transferthe original books and records included in the Purchased Assets (or, assumption, filings or documents, in form and substance reasonably satisfactory to the Buyerextent originals are not available, as may be required copies), and all other tangible Purchased Assets, and copies of any books and records included in the Excluded Assets, to give effect to this Agreementthe extent that such books and records are in Seller’s possession. (b) At the Closing, the Buyer shall deliver to the Seller the following: (i) the Purchase Price in accordance with Section 2.05Price; (ii) the Escrow Agreement duly executed by the Buyer; (iii) the Assignment and Assumption Agreement duly executed by the Buyer; (iv) the Assignment of Indebtedness duly executed by the Buyer; (v) with respect to each Lease, an Assignment and Assumption of Lease duly executed by the Buyer; (vi) the Loan Agreement duly executed by VOXX and the Buyer; (vii) the Registration Rights Agreements duly executed by VOXX and/or the Buyer, as applicable; (viii) the LLC Agreement duly executed by VOXX and the Buyer; (ix) the Buyer Closing Certificate; and (xiii) the certificates of the Secretary or Assistant Secretary of the Intellectual Property Assignment duly executed by Buyer. Seller and Buyer required in accordance with Section 7.03(h). (c) At the further agree that, at Closing, they will execute and deliver any further documents and instruments of transfer reasonably requested by the Buyer shall deliver other party for the Escrow Amount purpose of transferring and conveying to the Escrow Agent pursuant Buyer, all property and rights to the Escrow be transferred and conveyed by this Agreement.

Closing Deliverables. (a) At the each DMTX Remaining Closing, the Seller shall deliver to the Buyer Buyers the following: (i) the Escrow Agreement purchase order related to all Purchased Assets identified on Schedule A as the “DMTX Remaining Closing” (or such subset of those Purchased Assets as are subject to the applicable DMTX Remaining Closing) duly executed by Seller, transferring the Seller;applicable Purchased Assets identified on Schedule A to Buyers as of the applicable DMTX Remaining Closing; and (ii) a xxxx of sale in form and substance satisfactory to the Buyer (the “Xxxx of Sale”) duly executed by the Seller, transferring the tangible personal property included in the Purchased Assets to the Buyer; (iii) an assignment and assumption agreement in form and substance satisfactory to the Buyer (the “Assignment and Assumption Agreement”) duly executed by the Seller, effecting the assignment to and assumption by the Buyer of the Purchased Assets and the Assumed Liabilities; (iv) an assignment in form and substance satisfactory to the Buyer and duly executed by the Seller, transferring all of the Seller’s right, title and interest in and to the Intellectual Property Assets to the Buyer (the “Intellectual Property Assignments”); (v) with respect to each Lease, an Assignment and Assumption of Lease in form and substance satisfactory to the Buyer (each, an “Assignment and Assumption of Lease”) and duly executed by the Seller; (vi) with respect to the Seller Debt, payoff letters and evidence of the termination of all Encumbrances on the Purchased Assets other than Permitted Encumbrances, in form and substance satisfactory to the Buyer. (vii) a legal opinion of the Parent’s Puerto Rico counsel, in form and substance satisfactory to the Buyer, with respect to (a) the existence of the Parent under Puerto Rico Law, (b) the authority and authorization of the Seller to execute and deliver this Agreement and the other agreements and documents contemplated hereunder and to consummate the transactions contemplated hereunder, and (c) the due and valid execution of this Agreement. (viii) the applicable Registration Rights Agreement duly executed by the Seller; (ix) the LLC Agreement duly executed by the Seller and each other party thereto other than the Buyer and VOXX; (x) the Seller Closing Certificate; (xi) the FIRPTA Certificate; (xii) the certificates of the Secretary or Assistant Secretary of the Seller required by Section 7.02(j); (xiii) the 2014 Audited Financial Statements; provided, however, that the Seller shall not be required to make such delivery in the event that the Buyer fails to pay all costs and expenses in connection with the preparation of the 2014 Audited Financial Statements in accordance with Section 6.21; (xiv) all consents of third parties required for the Seller to enter into this Agreement and the transactions contemplated by this Agreement, the LLC Agreement and the other Transaction Documents (the “Required Consents”), including but not limited to the requisite consents of the Seller’s equity holders and debt holders (the “Seller Equity and Debt Holder Consents”); and (xv) such other customary instruments of transfer, assumption, filings or documentsdocuments related to the Purchased Assets identified on Schedule A as the “DMTX Remaining Closing”, in form and substance reasonably satisfactory to the BuyerBuyers, as may be required to give effect to the transactions contemplated by this AgreementAgreement (together with the New Contract Manufacturing Agreement and the agreements referenced in this Section 2.02(a) and Sections 2.02(b), (c), (d), (e) and (f) below, the "Transaction Documents"). (b) At the each DMTX Remaining Closing, the Buyer Buyers shall deliver to Seller the purchase order related to the Purchased Assets identified on Schedule A as the “DMTX Remaining Closing” (or such subset of those Purchased Assets as are subject to the applicable DMTX Remaining Closing) duly executed by each Buyer, for the Seller to transfer the Purchased Assets identified on Schedule A as the “DMTX 2nd batch” to Buyers as of the applicable DMTX Remaining Closing. (c) At each LM Remaining Closing, Seller shall deliver to Buyers the following: (i) the Purchase Price in accordance with Section 2.05;purchase order related to the Purchased Assets identified on Schedule A as the “LM Remaining Closing” (or such subset of those Purchased Assets as are subject to the applicable LM Remaining Closing) duly executed by Seller, transferring the applicable Purchased Assets identified on Schedule A to Buyers as of the applicable LM Remaining Closing; and (ii) other customary instruments of transfer, filings or documents related to the Escrow Purchased Assets identified on Schedule A as the “LM Remining Closing”, in form and substance reasonably satisfactory to Buyers, as may be required to give effect to the transactions contemplated by this Agreement. (d) At each LM Remaining Closing, Buyers shall deliver to Seller the purchase order related to the Purchased Assets identified on Schedule A as the “LM Remaining Closing” (or such subset of those Purchase Assets as are subject to the applicable LM Remaining Closing) duly executed by each Buyer, for the Seller to transfer the applicable Purchased Assets identified on Schedule A to Buyer as of the applicable LM Remaining Closing. (e) Each of Seller and Buyers confirm that concurrently with the execution and delivery of this Agreement, each of Seller and Buyers shall execute and deliver to the other Parties (i) the New Manufacturing Agreement duly executed by the Buyer; respective Party and (iiiii) the Assignment and Assumption Termination Agreement duly executed by the Buyer; (iv) the Assignment of Indebtedness duly executed by the Buyer; (v) with respect to each Lease, an Assignment and Assumption of Lease duly executed by the Buyer; (vi) the Loan Agreement duly executed by VOXX and the Buyer; (vii) the Registration Rights Agreements duly executed by VOXX and/or the Buyer, as applicable; (viii) the LLC Agreement duly executed by VOXX and the Buyer; (ix) the Buyer Closing Certificate; and (x) the certificates of the Secretary or Assistant Secretary of the Buyer required in accordance with Section 7.03(h)respective Parties. (c) At the Closing, the Buyer shall deliver the Escrow Amount to the Escrow Agent pursuant to the Escrow Agreement.

Closing Deliverables. (a) At the Closing, the Parent and Seller shall deliver or cause to the be delivered to Buyer the following: (i) a bxxx of sale in a form satisfactory to the Escrow Agreement parties hereto (the “Bxxx of Sale”) and duly executed by Parent and Seller, transferring the SellerPurchased Assets to Buyer; (ii) a xxxx of sale in form and substance satisfactory to the Buyer (the “Xxxx of Sale”) duly executed by the Seller, transferring the tangible personal property included in the Purchased Assets to the Buyer; (iii) an assignment and assumption agreement in a form and substance satisfactory to the Buyer parties hereto (the “Assignment and Assumption Agreement”) and duly executed by the Parent and Seller, effecting the assignment to and assumption by the Buyer of the Purchased Assets and the Assumed Liabilities; (iviii) an assignment in a form and substance satisfactory to the Buyer parties hereto (the “Intellectual Property Assignment”) and duly executed by the Parent and Seller, transferring all of the Parent’s and Seller’s right, title and interest in and to the Intellectual Property trademark registrations, copyright registrations and domain name registrations included in the Purchased Assets to Buyer; (iv) a Transition Services Agreement in a form satisfactory to the Buyer parties hereto (the “Intellectual Property Assignments”); (v) with respect to each Lease, an Assignment and Assumption of Lease in form and substance satisfactory to the Buyer (each, an “Assignment and Assumption of LeaseTransition Services Agreement”) and duly executed by Parent and Seller; (v) a License Agreement in a form satisfactory to the parties hereto (the “License Agreement”) and duly executed by Parent and Seller; (vi) with respect to the Seller Debt, payoff letters and evidence of the termination of all Encumbrances on the Purchased Assets other than Permitted Encumbrances, in form and substance satisfactory to the Buyer. (vii) a legal opinion of the Parent’s Puerto Rico counsel, in form and substance satisfactory to the Buyer, with respect to (a) the existence of the Parent under Puerto Rico Law, (b) the authority and authorization of the Seller to execute and deliver this Agreement and the other agreements and documents contemplated hereunder and to consummate the transactions contemplated hereunder, and (c) the due and valid execution of this Agreement. (viii) the applicable Registration Rights Agreement duly executed by the Seller; (ix) the LLC Agreement duly executed by the Seller and each other party thereto other than the Buyer and VOXX; (x) the Seller Closing Certificate; (xi) the FIRPTA Certificate; (xii) the certificates certificate of the Secretary or Assistant Secretary (or equivalent officer) of Seller certifying as to (A) the resolutions of the Seller required by Section 7.02(j); (xiii) member and/or board of managers of Seller, duly adopted and in effect, which authorize the 2014 Audited Financial Statements; providedexecution, however, that the Seller shall not be required to make such delivery in the event that the Buyer fails to pay all costs and expenses in connection with the preparation performance of the 2014 Audited Financial Statements in accordance with Section 6.21; (xiv) all consents of third parties required for the Seller to enter into this Agreement and the transactions contemplated by hereby, and (B) the names and signatures of the officers of Seller authorized to sign this Agreement, the LLC Agreement and the other Transaction Documents (the “Required Consents”), including but not limited documents to the requisite consents of the Seller’s equity holders and debt holders (the “Seller Equity and Debt Holder Consents”)be delivered hereunder; and (xvvii) such other customary instruments of transfer, assumption, filings or documents, in form the Style Advisor List and substance reasonably satisfactory to the Buyer, as may be required to give effect to this AgreementCustomer List. (b) At the Closing, the Buyer shall deliver to the Seller the following: (i) the Purchase Price in accordance with Section 2.05(which shall be paid pursuant to the wire transfer instructions attached hereto as Schedule 1.05); (ii) the Escrow Agreement duly executed by the Buyer; (iii) the Assignment and Assumption Agreement duly executed by Buyer; (iii) the Transition Services Agreement duly executed by Buyer; (iv) the Assignment of Indebtedness License Agreement duly executed by the Buyer; (v) with respect to evidence of satisfactory employment arrangements between Buyer and each Leaseof Mxxxxxxx Xxxxx, an Assignment Exxxx Xxxxxxx and Assumption of Lease duly executed by the Buyer;Sxxxx Xxxxxx; and (vi) the Loan Agreement duly executed by VOXX and the Buyer; (vii) the Registration Rights Agreements duly executed by VOXX and/or the Buyer, as applicable; (viii) the LLC Agreement duly executed by VOXX and the Buyer; (ix) the Buyer Closing Certificate; and (x) the certificates 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 and the transactions contemplated hereby, and (B) the names and signatures of the officers of Buyer required in accordance with Section 7.03(h)authorized to sign this Agreement and the documents to be delivered hereunder. (c) At the Closing, the Buyer shall deliver the Escrow Amount to the Escrow Agent pursuant to the Escrow Agreement.

Closing Deliverables. (a) At the Closing, the Seller shall deliver to the Buyer the following: (i) the Escrow Agreement duly executed by the Seller; (ii) a xxxx bill of sale in the form of Exhibit C attached hereto and substance satisfactory to the Buyer made a part hereof (the “Xxxx Bill of Sale”) duly executed by the Seller, transferring the Inventory, Acquired Books and Records, and any other tangible personal property included in the Purchased Assets to the Buyer; (iiiii) an assignment and assumption agreement in the form of Exhibit D attached hereto and substance satisfactory to the Buyer made a part hereof (the “Assignment and Assumption Agreement”) duly executed by the Seller, effecting the assignment to and assumption by the Buyer of the Purchased Assets and the Assumed Liabilities; (iviii) an assignment in the form of Exhibit E attached hereto and substance satisfactory to made a part hereof (the Buyer and “Patent Assignment”) duly executed by the Seller, transferring all of the Seller’s right, title title, and interest in and to the Intellectual Property Assets Purchased Patents to Buyer; and (iv) a license agreement in the Buyer form of Exhibit F attached hereto and made a part hereof (the “Intellectual Property AssignmentsExpression System License Agreement” and, collectively with this CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. Agreement, the Assignment and Assumption Agreement, and the Patent Assignment, the “Transaction Documents”)) duly executed by Seller; (v) with respect to each Lease, an Assignment and Assumption of Lease in form and substance satisfactory a duly executed signature page to the Buyer (eachA&P Acquisition Agreement, an “Assignment to be held in escrow subject to and Assumption of Lease”) and duly executed by the Sellerin accordance with Section 9.02; (vi) with respect to the Seller Debt, payoff letters and evidence of the termination of all Encumbrances on the Purchased Assets other than Permitted Encumbrances, in form and substance satisfactory to the Buyer.a properly completed IRS Form W-9; and (vii) a legal opinion certificate, dated the Closing Date and signed by a duly authorized officer of Seller, that each of the Parent’s Puerto Rico counsel, conditions set forth in form Section 6.01(a) and substance satisfactory to the Buyer, with respect to (aSection 6.01(b) the existence of the Parent under Puerto Rico Law, (b) the authority and authorization of the Seller to execute and deliver this Agreement and the other agreements and documents contemplated hereunder and to consummate the transactions contemplated hereunder, and (c) the due and valid execution of this Agreement. (viii) the applicable Registration Rights Agreement duly executed by the Seller; (ix) the LLC Agreement duly executed by the Seller and each other party thereto other than the Buyer and VOXX; (x) the Seller Closing Certificate; (xi) the FIRPTA Certificate; (xii) the certificates of the Secretary or Assistant Secretary of the Seller required by Section 7.02(j); (xiii) the 2014 Audited Financial Statements; provided, however, that the Seller shall not be required to make such delivery in the event that the Buyer fails to pay all costs and expenses in connection with the preparation of the 2014 Audited Financial Statements in accordance with Section 6.21; (xiv) all consents of third parties required for the Seller to enter into this Agreement and the transactions contemplated by this Agreement, the LLC Agreement and the other Transaction Documents (the “Required Consents”), including but not limited to the requisite consents of the Seller’s equity holders and debt holders (the “Seller Equity and Debt Holder Consents”); and (xv) such other customary instruments of transfer, assumption, filings or documents, in form and substance reasonably satisfactory to the Buyer, as may be required to give effect to this Agreementhave been satisfied. (b) At the Closing, the Buyer shall deliver to the Seller the following: (i) the Purchase Price in accordance with Section 2.05; (ii) the Escrow Agreement duly executed by the Buyer; (iii) the Assignment and Assumption Agreement duly executed by Xxxxx; (ii) the BuyerPatent Assignment duly executed by Xxxxx; (iii) the Expression System License Agreement duly executed by Xxxxx; (iv) the Assignment Initial Purchase Price by wire transfer of Indebtedness duly executed by immediately available funds to Seller in accordance with the Buyer;wire transfer instructions set forth on Section 2.02(b)(iv) of the Disclosure Schedules; and (v) with respect to each Leasea certificate, an Assignment dated the Closing Date and Assumption signed by a duly authorized officer of Lease duly executed by the Buyer; (vi) the Loan Agreement duly executed by VOXX and the Buyer; (vii) the Registration Rights Agreements duly executed by VOXX and/or the Buyer, as applicable; (viii) the LLC Agreement duly executed by VOXX and the Buyer; (ix) the Buyer Closing Certificate; and (x) the certificates that each of the Secretary or Assistant Secretary of the Buyer required conditions set forth in accordance with Section 7.03(h)6.02(a) and Section 6.02(b) have been satisfied. (c) At the Closing, the Buyer shall deliver the Escrow Amount to the Escrow Agent pursuant to the Escrow Agreement.

Closing Deliverables. (a) At the Closing, the Seller shall deliver to the Buyer the following: (i) the Escrow Agreement duly executed by the Seller; (ii) a xxxx one or more bills of sale in a customary form and substance satisfactory reasonably acceptable to the Buyer (the “Xxxx of Sale”) and duly executed by the Seller, transferring the tangible personal property included in the Purchased Assets to the Buyer; (iiiii) an one or more assignment and assumption agreement agreements in a customary form and substance satisfactory reasonably acceptable to the Buyer (the “Assignment and Assumption Agreement”) and duly executed by the Seller, effecting the assignment to and 10 assumption by the Buyer of the intangible Purchased Assets and the Assumed LiabilitiesContracts; (iii) with respect to each parcel of Owned Real Estate, a special warranty deed in a customary form reasonably acceptable to the Buyer and duly executed and notarized by the Seller; (iv) an with respect to the Intellectual Property included in the Purchased Assets, one or more intellectual property assignment agreements in a customary form and substance satisfactory reasonably acceptable to the Buyer and duly executed by the Seller, transferring all of the Seller’s right, title and interest in and to the Intellectual Property Assets to the Buyer (the “Intellectual Property Assignments”); (v) with respect to each Lease, an Assignment and Assumption of Lease in form and substance satisfactory to the Buyer (each, an “Assignment and Assumption of Lease”) and duly executed by the Seller; (vi) with respect to the Seller Debt, payoff letters and evidence of the termination of all Encumbrances on the Purchased Assets other than Permitted Encumbrances, in form and substance satisfactory to the Buyer. (vii) a legal opinion of the Parent’s Puerto Rico counsel, in form and substance satisfactory to the Buyer, with respect to (a) the existence of the Parent under Puerto Rico Law, (b) the authority and authorization of the Seller to execute and deliver this Agreement and the other agreements and documents contemplated hereunder and to consummate the transactions contemplated hereunder, and (c) the due and valid execution of this Agreement. (viii) the applicable Registration Rights Agreement duly executed by the Seller; (ix) the LLC Agreement duly executed by the Seller and each other party thereto other than the Buyer and VOXX; (x) the Seller Closing Certificate; (xivi) the FIRPTA Certificate; (xii) the certificates certificate of the Secretary or Assistant Secretary of the Seller required by Section 7.02(j9.2(d); (xiiivii) the 2014 Audited Financial Statements; provided, however, that the Seller shall not be required to make such delivery in the event that the Buyer fails to pay all costs and expenses in connection with the preparation of the 2014 Audited Financial Statements in accordance with Section 6.21FIRPTA Certificate; (xiv) all consents of third parties required for the Seller to enter into this Agreement and the transactions contemplated by this Agreement, the LLC Agreement and the other Transaction Documents (the “Required Consents”), including but not limited to the requisite consents of the Seller’s equity holders and debt holders (the “Seller Equity and Debt Holder Consents”); and (xvviii) such other customary instruments of transfer, assumption, filings or documents, in form and substance reasonably satisfactory to the Buyer, as may be required to give effect to this Agreement; (ix) a duly executed counterpart to the Transition Services Agreement substantially in the form of Exhibit D (the “Transition Services Agreement”); (x) the Seller Guaranty; and (xi) such other documents or instruments as may be reasonably required by the Title Company in order to cause the Title Company to issue the Title Policy for the Real Estate. (b) At the Closing, the Buyer shall deliver to the Seller the following: (i) The Closing Amount by wire transfer of immediately available funds to an account or accounts designated in writing by the Purchase Price in accordance with Section 2.05Seller to the Buyer no later than two (2) Business Days prior to the Closing Date; (ii) the Escrow Agreement duly executed by the Buyer; (iii) the Assignment and Assumption Agreement duly executed by Buyer; (iii) the BuyerBuyer Closing Certificate; (iv) the Assignment of Indebtedness duly executed by the Buyer; (v) with respect to each Lease, an Assignment and Assumption of Lease duly executed by the Buyer; (vi) the Loan Agreement duly executed by VOXX and the Buyer; (vii) the Registration Rights Agreements duly executed by VOXX and/or the Buyer, as applicable; (viii) the LLC Agreement duly executed by VOXX and the Buyer; (ix) the Buyer Closing Certificate; and (x) the certificates certificate of the Secretary or Assistant Secretary of Buyer required by Section 8.3(c); (v) the Buyer required in accordance with Section 7.03(h).Guaranty; and (cvi) At the Closingsuch other customary instruments of transfer, the Buyer shall deliver the Escrow Amount assumption, filings or documents, in form and substance reasonably satisfactory to the Escrow Agent pursuant Seller, as may be required to the Escrow give effect to this Agreement.

Closing Deliverables. (a) At the Closing, the Seller shall deliver or cause the delivery of each of the following to the Buyer the followingBuyer: (i) physical possession and control of the Escrow Agreement duly executed by the SellerPurchased Assets, including, without limitation, all Business Records; (ii) a xxxx counterpart of sale in form and substance satisfactory to the Buyer (the “Xxxx of Sale”) duly executed by the Seller, transferring the tangible personal property included in the Purchased Assets to the Buyer; (iii) an assignment and assumption agreement in the form and substance satisfactory to the Buyer annexed hereto as Exhibit A (the “Assignment and Assumption Agreement”) and a xxxx of sale in the form annexed hereto as Exhibit B, each duly executed by the Seller, effecting the assignment to and assumption by the Buyer of the Purchased Assets and the Assumed Liabilities; (iii) [intentionally omitted]; (iv) an a counterpart of the trademark assignment agreement in the form and substance satisfactory to annexed hereto as Exhibit D (the Buyer and “Trademark Assignment Agreement”), duly executed by the Seller, transferring all of the Seller’s right, title and interest in and to the Intellectual Property Assets to the Buyer (the “Intellectual Property Assignments”); (v) with respect to each Leasea counterpart of the copyright assignment agreement in the form annexed hereto as Exhibit E (the “Patent Assignment Agreement”), an Assignment and Assumption of Lease in form and substance satisfactory to the Buyer (each, an “Assignment and Assumption of Lease”) and duly executed by the Seller; (vi) with respect to the Seller Debt, payoff letters and evidence a counterpart of the termination domain name assignment agreement in the form annexed hereto as Exhibit F (the “Domain Name Assignment Agreement”), duly executed by Seller; (vii) a counterpart of all Encumbrances on the Purchased Assets other than Permitted Encumbrancestransition services agreement in the form annexed hereto as Exhibit G (the “Transition Services Agreement”), duly executed by Seller; (viii) a counterpart of the human resources services agreement in the form annexed hereto as Exhibit H (the “HRS Agreement”), duly executed by Seller; (ix) a certificate of the Secretary (or equivalent officer) of Seller, in form and substance satisfactory to the Buyer. , certifying as to (viiA) a legal opinion certified copy of Seller’s certificate of formation; (B) the operating agreement of Seller, including any amendments thereto, as in effect on the date hereof; (C) the resolutions of the Parent’s Puerto Rico counselmanager of Seller, duly adopted and in form effect, which authorize the execution, delivery and substance satisfactory to the Buyer, with respect to (a) the existence performance of the Parent under Puerto Rico Law, (b) the authority and authorization of the Seller to execute and deliver this Agreement and the other agreements Seller Documents and documents contemplated hereunder and to consummate the transactions contemplated hereunderhereby and thereby, and (cD) the due names and valid execution signatures of the officers of Seller authorized to sign this Agreement. (viii) Agreement and the applicable Registration Rights Agreement duly executed by the Seller; (ix) the LLC Agreement duly executed by the other Seller and each other party thereto other than the Buyer and VOXXDocuments; (x) the an affidavit of non-foreign status of Seller Closing Certificate; (xi) the FIRPTA Certificate; (xii) the certificates that complies with section 1445 of the Secretary or Assistant Secretary Code and satisfies the requirements of the Seller required by Treasury Regulation Section 7.02(j); (xiii) the 2014 Audited Financial Statements; provided, however, that the Seller shall not be required to make such delivery in the event that the Buyer fails to pay all costs and expenses in connection with the preparation of the 2014 Audited Financial Statements in accordance with Section 6.21; (xiv) all consents of third parties required for the Seller to enter into this Agreement and the transactions contemplated by this Agreement, the LLC Agreement and the other Transaction Documents (the “Required Consents”), including but not limited to the requisite consents of the Seller’s equity holders and debt holders (the “Seller Equity and Debt Holder Consents”1.1445-2(b); and (xvxi) such other documents and instruments, including customary instruments of transfer, assumption, filings or documents, in form and substance reasonably satisfactory to the Buyer, as Buyer or its counsel may be required to give effect to this Agreementreasonably request. (b) At the ClosingClosing (or, solely with respect to delivery of the Cash Consideration, on January 3, 2014), Buyer shall deliver or cause the delivery of each of the following to the Seller the followingSeller: (i) the Purchase Price in accordance with Section 2.05Cash Consideration; (ii) a counterpart of the Escrow Agreement Assignment and Assumption Agreement, duly executed by the Buyer; (iii) the Assignment and Assumption Agreement duly executed by the Buyer[intentionally omitted]; (iv) a counterpart of the Trademark Assignment of Indebtedness Agreement, duly executed by the Buyer; (v) with respect to each Leasea counterpart of the Patent Assignment Agreement, an Assignment and Assumption of Lease duly executed by the Buyer; (vi) a counterpart of the Loan Agreement Domain Name Assignment Agreement, duly executed by VOXX and the Buyer; (vii) a counterpart of the Registration Rights Agreements Transition Services Agreement, duly executed by VOXX and/or the Buyer, as applicable; (viii) a counterpart of the LLC Agreement HRS Agreement, duly executed by VOXX and the Buyer;; and (ix) a certificate executed by the corporate secretaries or assistant secretaries of Buyer and Parent, respectively, certifying as of the Closing Certificate; and Date (xA) a true and complete copy of the certificate of incorporation of Buyer, (B) a true and complete copy of the bylaws of Buyer, (C) that the boards of directors of each of Buyer and Parent have duly authorized the execution, delivery and performance by Buyer and Parent of this Agreement and the consummation of the transactions contemplated by this Agreement, and (D) the certificates names and signatures of the Secretary or Assistant Secretary officers of each of Buyer authorized to sign this Agreement and the other Buyer required in accordance with Section 7.03(h)Documents. (c) At the Closing, the Buyer shall deliver the Escrow Amount to the Escrow Agent pursuant to the Escrow Agreement.

Closing Deliverables. (a) At the Closing, the Seller shall deliver to the Buyer Purchaser the following: (i) the Escrow Agreement duly executed by the Seller; (ii) a xxxx of sale in the form and substance satisfactory to the Buyer of Exhibit A hereto (the “Xxxx of Sale”) and duly executed by the US Seller, transferring the tangible personal property Tangible Personal Property owned by US Seller included in the Purchased Assets to US Purchaser, and a Xxxx of Sale duly executed by CAN Seller, transferring the BuyerTangible Personal Property owned by CAN Seller included in the Purchased Assets to CAN Purchaser; (iiiii) an assignment and assumption agreement in the form and substance satisfactory to the Buyer of Exhibit B hereto (the “Assignment and Assumption Agreement”) and duly executed by the US Seller, effecting the assignment to and assumption by the Buyer US Purchaser of the intangible Purchased Assets and the Assumed LiabilitiesLiabilities owned by US Seller, and an Assignment and Assumption Agreement duly executed by CAN Seller, effecting the assignment to and assumption by CAN Purchaser of the intangible Purchased Assets and the Assumed Liabilities owned by CAN Seller; (iv) an assignment in form and substance satisfactory to the Buyer and duly executed by the Seller, transferring all of the Seller’s right, title and interest in and to the Intellectual Property Assets to the Buyer (the “Intellectual Property Assignments”); (viii) with respect to each Lease, an Assignment and Assumption of Lease in the form and substance satisfactory to the Buyer of Exhibit C (each, an “Assignment and Assumption of Lease”), duly executed by US Seller and, if necessary, US Seller’s signature shall be witnessed and/or notarized; (iv) an Assignment and Assumption of Trademarks in the form of Exhibit D (the “Assignment and Assumption of Trademarks”), duly executed by the applicable Seller, and, if necessary, the applicable Seller’s signature shall be witnessed and notarized; (v) the Automobile Lease Assignment Agreement duly executed by US Seller; (vi) with respect to a Transition Services Agreement in the Seller Debtform of Exhibit E (the “Transition Services Agreement”), payoff letters and evidence of the termination of all Encumbrances on the Purchased Assets other than Permitted Encumbrances, in form and substance satisfactory to the Buyer.duly executed by Seller; (vii) a legal opinion of the Parent’s Puerto Rico counsel, election referred to in form and substance satisfactory to the Buyer, with respect to (aSection 6.15(c) the existence of the Parent under Puerto Rico Law, (b) the authority and authorization of the Seller to execute and deliver this Agreement and the other agreements and documents contemplated hereunder and to consummate the transactions contemplated hereunder, and (c) the due and valid execution of this Agreement.duly executed by CAN Seller; (viii) the applicable Registration Rights Agreement duly executed by the Seller; (ix) the LLC Agreement duly executed by the Seller and each other party thereto other than the Buyer and VOXX; (x) the Seller Closing Certificate; (xi) the FIRPTA Certificate; (xii) the certificates of the Secretary or Assistant Secretary of the Seller required by Section 7.02(j); (xiii) the 2014 Audited Financial Statements; provided, however, that the Seller shall not be required to make such delivery in the event that the Buyer fails to pay all costs and expenses in connection with the preparation of the 2014 Audited Financial Statements in accordance with Section 6.21; (xiv) all consents of third parties required for the Seller to enter into this Agreement and the transactions contemplated by this Agreement, the LLC Agreement and the other Transaction Documents (the “Required Consents”), including but not limited to the requisite consents of the Seller’s equity holders and debt holders (the “Seller Equity and Debt Holder Consents”); and (xvix) such other customary instruments of transfer, assumption, filings or documents, in form and substance reasonably satisfactory to the BuyerPurchaser, as may be required to give effect to this AgreementAgreement (including, evidence of the release of the security interest and termination of the trademark assignment in favor of the lender referred to in Section 4.07 of the Disclosure Schedules). (b) At the Closing, the Buyer Purchaser shall deliver to the Seller the following: (i) a letter, signed by an officer of US Purchaser and an officer of CAN Purchaser, confirming that US Purchaser and CAN Purchaser will pay the Initial Cash Purchase Price in accordance with Price, as adjusted pursuant to Section 2.052.06(b), by wire transfer of immediately available funds on the first Business Day after the Closing Date as required by Section 2.05(b); (ii) the Escrow Agreement duly executed by the Buyer; (iii) the an Assignment and Assumption Agreement duly executed by the BuyerUS Purchaser and an Assignment and Assumption Agreement duly executed by CAN Purchaser; (iv) the Assignment of Indebtedness duly executed by the Buyer; (viii) with respect to each Lease, an Assignment and Assumption of Lease duly executed by US Purchaser and, if necessary, Purchaser’s signature shall be witnessed and/or notarized; (iv) the BuyerAutomobile Lease Assignment Agreement duly executed by US Purchaser; (v) the Assignment and Assumption of Trademarks, duly executed by the applicable Purchaser, and the applicable Purchaser’s signature shall be witnessed and notarized; (vi) the Loan Transition Services Agreement duly executed by VOXX and the BuyerPurchaser; (vii) the Registration Rights Agreements election referred to in Section 6.15(c) duly executed by VOXX and/or the Buyer, as applicable;CAN Purchaser; and (viii) the LLC Agreement duly executed by VOXX and the Buyer; (ix) the Buyer Purchaser Closing Certificate; and (x) the certificates of the Secretary or Assistant Secretary of the Buyer required in accordance with Section 7.03(h). (c) At the Closing, the Buyer shall deliver the Escrow Amount to the Escrow Agent pursuant to the Escrow Agreement.

Closing Deliverables. (a) At the Closing, the Seller shall deliver to the Buyer the following: (i) a bixx xf sale in the Escrow Agreement form of Exhibit A (the “Bixx xf Sale”) and duly executed by the Seller; (ii) a xxxx of sale in form and substance satisfactory to the Buyer (the “Xxxx of Sale”) duly executed by the Seller, transferring the tangible personal property included in the Purchased Assets to the Buyer; (iiiii) an assignment and assumption agreement in the form and substance satisfactory to the Buyer of Exhibit B (the “Assignment and Assumption Agreement”) and duly executed by the Seller, effecting the assignment to and assumption by the Buyer of the Purchased Assets and the Assumed Liabilities; (iviii) an assignment in form and substance satisfactory to counterparts of the Buyer and Assignments of Lease, duly executed by Seller; (iv) the Seller, transferring all of the Seller’s right, title and interest in and to the Intellectual Property Assets to the Buyer (the “Intellectual Property Assignments”)Seller Closing Statement; (v) with respect to each Lease, an Assignment and Assumption of Lease in form and substance satisfactory amount equal to the Buyer (each, cash and cash equivalents included in the Seller Closing Statement by wire transfer of immediately available funds to an “Assignment and Assumption of Lease”) and duly executed account designated by the SellerBuyer; (vi) with respect all Books and Records contemplated pursuant to the Seller Debt, payoff letters and evidence of the termination of all Encumbrances on the Purchased Assets other than Permitted Encumbrances, in form and substance satisfactory to the Buyer.Section 2.01(g); (vii) a legal opinion certificate certifying that Seller is not a foreign person for purposes of Section 1445 of the Parent’s Puerto Rico counsel, in form Code or that the purchase is otherwise exempt from withholding under Sections 1445 and substance satisfactory to the Buyer, with respect to (a) the existence 1446 of the Parent under Puerto Rico Law, (b) the authority and authorization of the Seller to execute and deliver this Agreement and the other agreements and documents contemplated hereunder and to consummate the transactions contemplated hereunder, and (c) the due and valid execution of this Agreement.Code; (viii) all consents to the applicable Registration Rights Agreement duly executed by assignment of the SellerContracts listed on Section 3.02 of the Disclosure Schedules; (ix) evidence reasonably satisfactory to Buyer of the LLC Agreement duly executed by the Seller release of any and each other party thereto all Encumbrances (other than Permitted Encumbrances) with respect to the Buyer and VOXXPurchased Assets; (x) a certificate signed by a duly authorized representative of Seller certifying as to the due authorization from the board of directors of Seller Closing Certificateof this Agreement, the Transaction Documents and the transactions contemplated hereby and thereby; (xi) the FIRPTA Certificate; (xii) consents from the certificates Stockholders holding a majority of the Secretary or Assistant Secretary voting power of the Seller required by Section 7.02(j); (xiii) the 2014 Audited Financial Statements; provided, however, that the Seller shall not be required to make such delivery in the event that the Buyer fails to pay all costs and expenses in connection with the preparation of the 2014 Audited Financial Statements in accordance with Section 6.21; (xiv) all consents of third parties required for the Seller to enter into Seller’s capital stock adopting this Agreement and the transactions contemplated by this Agreement, the LLC Agreement and the other Transaction Documents (the “Required Consents”), including but not limited to the requisite consents sale of the Seller’s equity holders and debt holders (the “Seller Equity and Debt Holder Consents”); and (xv) such other customary instruments of transfer, assumption, filings or documents, in form and substance reasonably satisfactory Purchased Assets to the Buyer, as may be required to give effect to this Agreement. (b) At the Closing, the Buyer shall deliver to the Seller the following: (i) the stock certificate for the Purchase Price in accordance with Section 2.05Shares; (ii) the Escrow Agreement duly executed by the Buyer; (iii) the Bixx xf Sale and Assignment and Assumption Agreement duly executed by Buyer; (iii) counterparts of the Assignments of Lease duly executed by Buyer; (iv) counterparts of the Assignment of Indebtedness duly employment agreements for Mixxxxx Xxxxx, Jexx Xxxxx, Brxxx Xxxxxxx xnd Juxxxx Xxxxx xuly executed by the Buyer; (v) with respect the Buyer Closing Statement in a form acceptable to each Lease, an Assignment and Assumption of Lease duly executed by the BuyerSeller; (vi) a certificate signed by a duly authorized representative of Buyer certifying as to the Loan Agreement duly executed by VOXX due authorization from the board of directors of Buyer of this Agreement, the Transaction Documents and the Buyertransactions contemplated hereby and thereby, including the issuance of the Purchase Shares; (vii) evidence satisfactory to the Registration Rights Agreements duly executed by VOXX and/or Seller as to the Buyer, exchange of all outstanding convertible notes of the Buyer for Series C Preferred Stock of the Buyer pursuant to the Exchange Agreement set forth as applicableExhibit C hereto; (viii) evidence satisfactory to the LLC Agreement duly executed by VOXX and Seller as to the Buyercompletion of a financing of Buyer prior to Closing or simultaneously therewith, which results in the issuance of additional shares of Series C Preferred Stock to certain investors for gross proceeds to the Company of at least $1,000,000 in cash; (ix) evidence satisfactory to the Seller as to the filing of a certificate of designations of the rights and preferences of the Series D-1 Preferred Stock with the Nevada Secretary of State; (x) evidence satisfactory to the Seller that on or prior to the Closing Date, the current board of directors of the Buyer has adopted resolutions setting the number of directors at four (4) and appointing the persons identified on Schedule A hereto and accepting the resignations of the persons identified on Schedule A hereto from the board of directors of the Buyer, which appointments and resignations will be effective on the later of (1) the Closing CertificateDate, or (2) the eleventh (11th) calendar day on which the Buyer meets its information obligations under the Exchange Act, including the filing and mailing of a Schedule 14f-1 related to the foregoing (the “Schedule 14f-1”); (xi) evidence satisfactory to the Seller that on or prior to the Closing Date, the current board of directors of the Purchaser has adopted resolutions appointing the persons identified on Schedule B hereto to the offices of the Buyer as identified therein and remove or obtain resignations from all current officers of the Buyer as identified on Schedule B hereto, which appointments, removals and resignations will be effective as of the Closing Date; and (xxii) evidence satisfactory to the certificates Seller that on or prior to the Closing Date, the current board of the Secretary or Assistant Secretary directors of the Buyer required in accordance with Section 7.03(h)has adopted a resolution approving the employment agreements and consulting agreements for the persons identified on Schedule C, which will be effective as of the Closing Date. (c) At the Closing, the Buyer shall deliver the Escrow Amount to the Escrow Agent pursuant to the Escrow Agreement.

Closing Deliverables. (a) At the Closing, the Seller Buyer shall deliver deliver, or cause to the Buyer the followingbe delivered, to Seller: (i) the Escrow Agreement duly executed Purchase Price by wire transfer of immediately available funds to an account of Seller designated in writing by Seller to Buyer no later than two (2) Business Days prior to the SellerClosing Date; (ii) a xxxx of sale transition services agreement in the form attached hereto as Exhibit A between the Company and substance satisfactory to the Buyer Parent (the “Xxxx of SaleTransition Services Agreement”) ), duly executed by the Seller, transferring Company (which shall automatically be deemed delivered immediately following the tangible personal property included in the Purchased Assets to the BuyerClosing); (iii) an assignment a general release of claims against Seller and assumption agreement all of Seller’s Affiliates in the form and substance satisfactory to the Buyer (the “Assignment and Assumption Agreement”) attached hereto as Exhibit B, duly executed by the Seller, effecting the assignment to and assumption by the Buyer of the Purchased Assets and the Assumed LiabilitiesCompany (which shall, with respect to the Company, automatically be deemed delivered immediately following the Closing); (iv) a certificate dated the Closing Date and signed by the Secretary or an assignment in form and substance satisfactory to the Assistant Secretary of Buyer and duly executed certifying (i) that attached thereto are true and complete copies of all resolutions adopted by the Sellermanaging member of Buyer authorizing the execution, transferring all delivery and performance of this Agreement and the consummation of the Seller’s righttransactions contemplated hereby, title and interest that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby, and (ii) the names and signatures of the officers of Buyer authorized to the Intellectual Property Assets sign this Agreement and any other documents to the Buyer (the “Intellectual Property Assignments”)be delivered hereunder; (v) with respect to each an Assignment, Assumption and Adoption Agreement (the “Meridian Assignment”) regarding the Meridian Lease, an Assignment and Assumption of Lease in a form and substance satisfactory reasonably acceptable to the Buyer (eachParent, an “Assignment and Assumption of Lease”) and duly executed by the SellerBuyer; (vi) with respect an Equipment Sublease Agreement (the “Meridian Equipment Sublease Agreement”) regarding certain equipment currently leased to Parent under the Seller Debt, payoff letters and evidence of the termination of all Encumbrances on the Purchased Assets other than Permitted EncumbrancesMeridian Lease, in a form and substance satisfactory reasonably acceptable to the Parent, duly executed by Buyer.; (vii) a legal opinion form of the Parent’s Puerto Rico counsel, in form and substance satisfactory press release that is mutually acceptable to the Buyerparties hereto, with respect to (a) the existence of the Parent under Puerto Rico Law, (b) the authority and authorization of the Seller to execute and deliver this Agreement and the other agreements and documents as contemplated hereunder and to consummate the transactions contemplated hereunder, and (c) the due and valid execution of this Agreement.in Section 5.06; and (viii) a side indemnification agreement in a form that is mutually acceptable to the applicable Registration Rights Agreement parties hereto (the “Side Indemnification Agreement”), duly executed by the Seller; (ix) the LLC Agreement duly executed by the Seller and each other party thereto other than the Buyer and VOXX; (x) the Seller Closing Certificate; (xi) the FIRPTA Certificate; (xii) the certificates of the Secretary or Assistant Secretary of the Seller required by Section 7.02(j); (xiii) the 2014 Audited Financial Statements; provided, however, that the Seller shall not be required to make such delivery in the event that the Buyer fails to pay all costs and expenses in connection with the preparation of the 2014 Audited Financial Statements in accordance with Section 6.21; (xiv) all consents of third parties required for the Seller to enter into this Agreement and the transactions contemplated by this Agreement, the LLC Agreement and the other Transaction Documents (the “Required Consents”), including but not limited to the requisite consents of the Seller’s equity holders and debt holders (the “Seller Equity and Debt Holder Consents”); and (xv) such other customary instruments of transfer, assumption, filings or documents, in form and substance reasonably satisfactory to the Buyer, as may be required to give effect to this Agreement. (b) At the Closing, the Buyer Seller shall deliver deliver, or cause to the Seller the followingbe delivered, to Buyer: (i) stock certificates evidencing the Purchase Price Shares, free and clear of all Encumbrances, duly endorsed in accordance blank or accompanied by stock powers or other instruments of transfer duly executed in blank, with Section 2.05all required stock transfer tax stamps affixed thereto; (ii) the Escrow Agreement Transition Services Agreement, duly executed by the BuyerParent; (iii) a general release of claims against the Assignment and Assumption Agreement Company in the form attached hereto as Exhibit C, duly executed by the BuyerSeller and Parent; (iv) a certificate dated the Assignment of Indebtedness duly executed Closing Date and signed by the BuyerSecretary or an Assistant Secretary of each of Seller and Parent and certifying (i) that attached thereto are true and complete copies of all resolutions adopted by the board of directors of Seller or Parent, as applicable, authorizing the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, 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 (ii) the names and signatures of the officers of Seller and Parent, as applicable, authorized to sign this Agreement and any other documents to be delivered hereunder; (v) with respect the resignations of those directors and/or officers of the Company listed on Section 2.03(b)(v) of the Seller Disclosure Schedules, in form and substance reasonably satisfactory to each LeaseBuyer, an Assignment and Assumption of Lease duly executed by the Buyersuch persons; (vi) those consents and/or waivers listed on Section 2.03(b)(vi) of the Loan Agreement duly executed by VOXX and the BuyerSeller Disclosure Schedules; (vii) the Registration Rights Agreements Meridian Assignment in a form reasonably acceptable to Buyer, duly executed by VOXX and/or the Buyer, as applicableParent; (viii) the LLC Meridian Equipment Sublease Agreement in a form reasonably acceptable to Buyer, duly executed by VOXX and the BuyerParent; (ix) a form of press release that is mutually acceptable to the Buyer Closing Certificateparties hereto, as contemplated in Section 5.06; (x) an amendment to the Gunite Supply Agreement in a form reasonably acceptable to Buyer, duly executed by Gunite and the Company; and (xxi) the certificates of the Secretary or Assistant Secretary of the Buyer required in accordance with Section 7.03(h)Side Indemnification Agreement, duly executed by Seller and Parent. (c) At the Closing, the Buyer shall deliver the Escrow Amount to the Escrow Agent pursuant to the Escrow Agreement.

Closing Deliverables. (a) At the Closing, the Seller shall deliver to the Buyer the following: (i) the Escrow Agreement duly executed by the Seller; (ii) a xxxx of sale in the form and substance satisfactory to the Buyer of Exhibit A hereto (the “Xxxx of Sale”) and duly executed by the SellerSeller and Pioneer Surgical Technology, B.V., transferring the tangible personal property included in the Purchased Assets to the Buyer; (iiiii) an assignment and assumption agreement in the form and substance satisfactory to the Buyer of Exhibit B hereto (the “Assignment and Assumption Agreement”) and duly executed by the SellerSeller and Pioneer Surgical Technology, B..V., effecting the assignment to and assumption by the Buyer of the Purchased Assets and the Assumed Liabilities; (iviii) an assignment a contract manufacturing agreement in the form and substance satisfactory to the Buyer and duly executed by the Seller, transferring all of the Seller’s right, title and interest in and to the Intellectual Property Assets to the Buyer Exhibit C hereto (the “Intellectual Property Assignments”); (v) with respect to each Lease, an Assignment and Assumption of Lease in form and substance satisfactory to the Buyer (each, an “Assignment and Assumption of LeaseContract Manufacturing Agreement”) and duly executed by Seller, under which Seller will supply certain products and services to Buyer under the terms and in exchange for the consideration set forth in the Contract Manufacturing Agreement; (iv) a transition services agreement in the form of Exhibit D hereto (the “Transition Services Agreement”) and duly executed by Seller, under which Seller will perform certain services for Buyer under the terms and in exchange for the consideration set forth in the Transition Services Agreement; (v) an intellectual property retention and license agreement in the form of Exhibit E hereto (the “IP Retention Agreement”) and duly executed by Seller and Pioneer Surgical Technology, Inc.; (vi) with respect to the Seller Debt, payoff letters and evidence of the termination of all Encumbrances on the Purchased Assets other than Permitted Encumbrances, in form and substance satisfactory to the Buyer.Escrow Agreement duly executed by Seller; (vii) a legal opinion quality agreement in the form of Exhibit G hereto (the Parent’s Puerto Rico counsel, in form “Quality Agreement”) and substance satisfactory to the Buyer, with respect to (a) the existence of the Parent under Puerto Rico Law, (b) the authority and authorization of the Seller to execute and deliver this Agreement and the other agreements and documents contemplated hereunder and to consummate the transactions contemplated hereunder, and (c) the due and valid execution of this Agreement.duly executed by Seller; (viii) an assignment of Intellectual Property in the applicable Registration Rights Agreement form of Exhibit I hereto (the “IP Assignment Agreement”) and duly executed by the SellerPioneer Surgical Technology, Inc.; (ix) the LLC Agreement duly executed by the Seller and each other party thereto other than the Buyer and VOXX; (x) the Seller Closing Certificate; (xi) the FIRPTA Certificate; (xii) the certificates a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of Seller certifying that attached to such certificate are true and complete copies of all resolutions adopted by the board of directors of Seller required by Section 7.02(j); (xiii) authorizing the 2014 Audited Financial Statements; providedexecution, however, that the Seller shall not be required to make such delivery in the event that the Buyer fails to pay all costs and expenses in connection with the preparation performance of the 2014 Audited Financial Statements in accordance with Section 6.21; (xiv) all consents of third parties required for the Seller to enter into this Agreement and the transactions contemplated by this Agreement, the LLC Agreement and the other Transaction Documents and the consummation of the transactions contemplated by this Agreement and the other Transaction Documents, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated by this Agreement and the other Transaction Documents; (the “Required Consents”), including but not limited x) a consent letter from Seller’s lenders consenting to the requisite consents transactions contemplated by this Agreement and the release of any liens on the Purchased Assets, in form reasonably acceptable to Buyer, and UCC termination statements, assignments and lien releases and other instruments and documents, executed by each respective secured party in forms reasonably acceptable to Buyer and suitable for recording, terminating and releasing all liens filed of record in any jurisdiction and evidencing any security interest in any of the Seller’s equity holders and debt holders Purchased Assets; NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY [****] ARE SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST, AND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE, UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL TREATMENT REQUEST. (xi) evidence of Seller obtaining each of the “Seller Equity and Debt Holder Consents”)consents identified in Section 3.02(a)(xi) of the Disclosure Schedules; and (xvxii) such other customary instruments of transfer, assumption, filings or documents, in form and substance reasonably satisfactory to the Buyer, as may be required to give effect to this Agreement. (b) At the Closing, the Buyer shall deliver to the Seller the following: (i) the Purchase Price in accordance with Section 2.05minus (i) $9,000,000, which is equal to the sum of (x) the Escrow Amount plus (y) the Earn-Out Amount; (ii) the Escrow Agreement Xxxx of Sale duly executed by the Buyer; (iii) the Assignment and Assumption Agreement duly executed by the Buyer; (iv) the Assignment of Indebtedness Contract Manufacturing Agreement duly executed by the Buyer; (v) with respect to each Lease, an Assignment and Assumption of Lease the Transition Services Agreement duly executed by the Buyer; (vi) the Loan Escrow Agreement duly executed by VOXX and the Buyer; (vii) the Registration Rights Agreements IP Retention Agreement duly executed by VOXX and/or the Buyer, as applicable; (viii) the LLC Quality Agreement duly executed by VOXX and the Buyer; (ix) the Buyer Closing Certificate; andEngineering Services Agreement duly executed by Buyer; (x) the certificates IP Assignment Agreement duly executed by Buyer; and (xi) a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of Buyer certifying that attached to such certificate 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 Buyer required transactions contemplated by this Agreement and the other Transaction Documents, and that all such resolutions are in accordance full force and effect and are all the resolutions adopted in connection with Section 7.03(h)the transactions contemplated by this Agreement and the other Transaction Documents. (c) At the Closing, the Buyer shall deliver the Escrow Amount to the account designated by the Escrow Agent Agent, by wire transfer of immediately available funds. The Escrow Amount shall be held and disbursed in accordance with the Escrow Agreement, which shall provide, among other things, that: (i) the Escrow Amount will be available to satisfy any NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY [****] ARE SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST, AND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE, UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL TREATMENT REQUEST. amounts owed by Seller as an Indemnifying Party to the Buyer pursuant to this Agreement and (ii) after the date which is twelve (12) months from the Closing Date, any amounts remaining in the escrow account and not subject to pending claims pursuant to the Escrow AgreementAgreement shall be distributed to Seller.

Closing Deliverables. (a) At the Closing, the Seller shall deliver to the Buyer the following: (i) the Escrow Agreement duly executed by the Seller; (ii) a xxxx of sale in the form and substance satisfactory to the Buyer of Exhibit B hereto (the “Xxxx of Sale”) and duly executed by the Seller, transferring the tangible personal property included in the Purchased Assets to the Buyer; (iiiii) an assignment the patent, trademark, and assumption agreement domain name assignments in the form and substance satisfactory to the Buyer of Exhibit C hereto (the “Assignment and Assumption AgreementIntellectual Property Assignments”) duly executed by the Seller, effecting the assignment to and assumption by the Buyer of the Purchased Assets and the Assumed Liabilities; (iv) an assignment in form and substance satisfactory to the Buyer and duly executed by the Seller, transferring all of the Seller’s right, title and interest in and to the Intellectual Property trademark registrations and applications, patents and patent applications and domain name registrations included in the Purchased Assets to Buyer; (iii) all documents of title or other records establishing title to the Buyer Purchased Assets (the “Intellectual Property Assignments”or any of them); (v) with respect to each Lease, an Assignment and Assumption of Lease in form and substance satisfactory to the Buyer (each, an “Assignment and Assumption of Lease”) and duly executed by the Seller; (vi) with respect to the Seller Debt, payoff letters and evidence of the termination of all Encumbrances on the Purchased Assets other than Permitted Encumbrances, in form and substance satisfactory to the Buyer. (viiiv) a legal opinion of the Parent’s Puerto Rico counsel, in form and substance satisfactory to the Buyer, with respect to (a) the existence of the Parent under Puerto Rico Law, (b) the authority and authorization of the Seller to execute and deliver this Agreement and the other agreements and documents contemplated hereunder and to consummate the transactions contemplated hereunder, and (c) the due and valid execution of this Agreement. (viii) the applicable Registration Rights Agreement duly executed by the Seller; (ix) the LLC Agreement duly executed by the Seller and each other party thereto other than the Buyer and VOXX; (x) the Seller Closing Certificate; (xi) the FIRPTA Certificate; (xii) the certificates certificate of the Secretary or Assistant Secretary (or equivalent officer) of Seller certifying as to (A) the resolutions of the Seller required by Section 7.02(j); (xiii) board of directors of Seller, duly adopted and in effect, which authorize the 2014 Audited Financial Statements; providedexecution, however, that the Seller shall not be required to make such delivery in the event that the Buyer fails to pay all costs and expenses in connection with the preparation performance of the 2014 Audited Financial Statements in accordance with Section 6.21; (xiv) all consents of third parties required for the Seller to enter into this Agreement and the transactions contemplated by hereby, and (B) the names and signatures of the officers of Seller authorized to sign this Agreement, the LLC Agreement and the other Transaction Documents (the “Required Consents”), including but not limited documents to the requisite consents of the Seller’s equity holders and debt holders (the “Seller Equity and Debt Holder Consents”)be delivered hereunder; and (xvv) such other customary instruments of transfer, assumption, filings or documents, in form and substance reasonably satisfactory to the Buyer, as may be required to give effect to this Agreement. (b) At the Closing, Seller shall make available for collection at the Buyer shall deliver to the Seller the following: (i) the Purchase Price in accordance with Section 2.05; (ii) the Escrow Agreement duly executed by the Buyer; (iii) the Assignment and Assumption Agreement duly executed by the Buyer; (iv) the Assignment of Indebtedness duly executed by the Buyer; (v) with respect to each Leasepremises at which they are currently held, an Assignment and Assumption of Lease duly executed by the Buyer; (vi) the Loan Agreement duly executed by VOXX and the Buyer; (vii) the Registration Rights Agreements duly executed by VOXX and/or the Buyerused or stored, as applicable; (viii) the LLC Agreement duly executed by VOXX and the Buyer; (ix) the Buyer Closing Certificate; and (x) the certificates such of the Secretary or Assistant Secretary of the Buyer required in accordance with Section 7.03(h)Purchased Assets as are transferable by delivery. (c) At the Closing, the Buyer shall deliver to Seller the Escrow Amount following: (i) The Purchase Price; (ii) the Xxxx of Sale executed by Buyer; (iii) the Intellectual Property Assignments duly executed by Buyer; and (iv) a certificate of the Secretary or Assistant Secretary (or equivalent officer) of Buyer certifying as to (A) the Escrow Agent pursuant 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 Escrow Agreementdocuments to be delivered hereunder.

Closing Deliverables. (a) At the Closing, the Seller shall deliver to the Buyer the following: (i) the Escrow Agreement duly executed by the Seller; (ii) a xxxx bill of sale in the form and substance satisfactory to the Buyer of Exhibit A attached hereto (the “Xxxx Bill of Sale”) and duly executed by the Seller, transferring the tangible personal property Tangible Personal Property included in the Purchased Assets to the Buyer; (iiiii) an assignment and assumption agreement in the form and substance satisfactory to the Buyer of Exhibit B attached hereto (the “Assignment and Assumption Agreement”) and duly executed by the Seller, effecting the assignment to and assumption by the Buyer of the Purchased Assets and the Assumed Liabilities; (iviii) an assignment the Contract Manufacturing Agreement in the form and substance satisfactory to the Buyer and duly executed by the Seller, transferring all of the Seller’s right, title and interest in and to the Intellectual Property Assets to the Buyer Exhibit C attached hereto (the “Intellectual Property Assignments”); (v) with respect to each Lease, an Assignment and Assumption of Lease in form and substance satisfactory to the Buyer (each, an “Assignment and Assumption of LeaseContract Manufacturing Agreement”) and duly executed by Seller; (iv) a certificate of the Managing Director of Seller certifying that (A) the Seller has full legal capacity and is duly incorporated and validly existing under the laws of their state of incorporation and is entitled to, has full capacity to, and is not restricted by any public, corporate or contractual obligation, by any judicial or administrative writ, to enter into and execute the Agreement, the Assignment and Assumption Agreement, the Contract Manufacturing Agreement, and the other agreements, instruments, and documents required to be delivered in connection with this Agreement or at the Closing (collectively, the “Transaction Documents”) and the consummation of the transactions contemplated hereby and thereby, for which it has obtained all necessary consents of its bodies, and (B) the Managing Director is authorized to sign this Agreement and the other Transaction Documents; and (v) IRS Form W-8BEN-E, duly executed by Seller; (vi) with respect to the Seller Debt, payoff letters and evidence of the termination of all Encumbrances on the Purchased Assets other than Permitted Encumbrances, in form and substance satisfactory to the Buyer. (vii) a legal opinion of the Parent’s Puerto Rico counsel, in form and substance satisfactory to the Buyer, with respect to (a) the existence of the Parent under Puerto Rico Law, (b) the authority and authorization of the Seller to execute and deliver this Agreement and the other agreements and documents contemplated hereunder and to consummate the transactions contemplated hereunder, and (c) the due and valid execution of this Agreement. (viii) the applicable Registration Rights Agreement duly executed by the Seller; (ix) the LLC Agreement duly executed by the Seller and each other party thereto other than the Buyer and VOXX; (x) the Seller Closing Certificate; (xi) the FIRPTA Certificate; (xii) the certificates of the Secretary or Assistant Secretary of the Seller required by Section 7.02(j); (xiii) the 2014 Audited Financial Statements; provided, however, that the Seller shall not be required to make such delivery in the event that the Buyer fails to pay all costs and expenses in connection with the preparation of the 2014 Audited Financial Statements in accordance with Section 6.21; (xiv) all consents of third parties required for the Seller to enter into this Agreement and the transactions contemplated by this Agreement, the LLC Agreement and the other Transaction Documents (the “Required Consents”), including but not limited to the requisite consents of the Seller’s equity holders and debt holders (the “Seller Equity and Debt Holder Consents”); and (xv) such other customary instruments of transfer, transfer or assumption, filings filings, or documents, in form and substance reasonably satisfactory to the Buyer, as may be required to give effect to the transactions contemplated by this Agreement. (b) At the Closing, the Buyer shall deliver to the Seller the following: (i) the Purchase Price in accordance with Section 2.05; (ii) the Escrow Agreement duly executed by the Buyer; (iii) the Assignment and Assumption Agreement duly executed by the BuyerBxxxx; (ivii) the Assignment of Indebtedness duly executed by the Buyer; (v) with respect to each Lease, an Assignment and Assumption of Lease duly executed by the Buyer; (vi) the Loan Contract Manufacturing Agreement duly executed by VOXX and the Buyer; (vii) the Registration Rights Agreements duly executed by VOXX and/or the Buyer, as applicable; (viii) the LLC Agreement duly executed by VOXX and the Buyer; (ix) the Buyer Closing CertificateBxxxx; and (xiii) the certificates a certificate of the Secretary (or Assistant Secretary 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 Transaction Documents and the consummation of the transactions contemplated hereby and thereby, and (B) the names and signatures of the officers of Buyer required in accordance with Section 7.03(h)authorized to sign this Agreement and the other Transaction Documents. (c) At The Closing Payment shall be paid by the ClosingBuyer no later than 5 business days starting from the Closing Date. (d) The Seller confirms that prior to the date of this Agreement it has prepared technical documentation related to the Purchased Assets as agreed by the Parties (“Technical Documentation”) which is saved on a cloud drive. (e) After the Closing Payment is credited onto the Seller’s bank account and such transfer is confirmed by the Seller and/or its legal representative, the Buyer shall deliver Seller’s legal representative shall, without undue delay, provide the Escrow Amount to Buyer’s legal representative with the Escrow Agent pursuant to encryption code and other necessary information for retrieving the Escrow AgreementTechnical Documentation.

Closing Deliverables. (a) At the Closing, the Seller shall deliver to the Buyer the following: (i) the Escrow Agreement duly executed by the Seller; (ii) a xxxx bill of sale in form and substance satisfactory to the Buyer and Seller (the “Xxxx Bill of Sale”) and duly executed by the Seller, transferring the tangible personal property Tangible Personal Property included in the Purchased Assets to the Buyer; (iiiii) an assignment and assumption agreement in form and substance satisfactory to the Buyer and Seller (the “Assignment and Assumption Agreement”) and duly executed by the Seller, effecting the assignment to and assumption by the Buyer of the Purchased Assets and the Assumed Liabilities; (iviii) an assignment in form and substance satisfactory to Buyer and Seller (the Buyer “Intellectual Property Assignment”) and duly executed by the Seller, transferring all of the Seller’s right, title and interest in and to the Intellectual Property Registrations included in the Purchased Assets to the Buyer (the “Intellectual Property Assignments”)Buyer; (v) with respect to each Lease, an Assignment and Assumption of Lease in form and substance satisfactory to the Buyer (each, an “Assignment and Assumption of Lease”) and duly executed by the Seller; (vi) with respect to the Seller Debt, payoff letters and evidence of the termination of all Encumbrances on the Purchased Assets other than Permitted Encumbrances, in form and substance satisfactory to the Buyer. (vii) a legal opinion of the Parent’s Puerto Rico counsel, in form and substance satisfactory to the Buyer, with respect to (a) the existence of the Parent under Puerto Rico Law, (b) the authority and authorization of the Seller to execute and deliver this Agreement and the other agreements and documents contemplated hereunder and to consummate the transactions contemplated hereunder, and (c) the due and valid execution of this Agreement. (viii) the applicable Registration Rights Agreement duly executed by the Seller; (ix) the LLC Agreement duly executed by the Seller and each other party thereto other than the Buyer and VOXX; (x) the Seller Closing Certificate; (xi) the FIRPTA Certificate; (xii) the certificates of the Secretary or Assistant Secretary of the Seller required by Section 7.02(j); (xiii) the 2014 Audited Financial Statements; provided, however, that the Seller shall not be required to make such delivery in the event that the Buyer fails to pay all costs and expenses in connection with the preparation of the 2014 Audited Financial Statements in accordance with Section 6.21; (xiv) all consents of third parties required for the Seller to enter into this Agreement and the transactions contemplated by this Agreement, the LLC Agreement and the other Transaction Documents (the “Required Consents”), including but not limited to the requisite consents of the Seller’s equity holders and debt holders (the “Seller Equity and Debt Holder Consents”); and (xviv) such other customary instruments of transfer, transfer or assumption, filings or documents, including, to the extent applicable, any certificates of title, in form and substance reasonably satisfactory to the Buyer, as may be required to give effect to the transactions contemplated by this Agreement; and (v) a real property lease in form and substance satisfactory to Buyer and Seller (the “Lease”) and duly executed by Sxxxxx, leasing such portion of the real property owned by Seller to Buyer at no cost for three months after the Closing to allow Buyer to conduct an on-premise auction to sell surplus equipment. (b) At the Closing, the Buyer shall deliver to the Seller the following: (i) the Purchase Price in accordance with Section 2.05by wire transfer of immediately available funds; (ii) the Escrow Agreement duly executed by the Buyer; (iii) the Assignment and Assumption Agreement duly executed by Bxxxx; (iii) the BuyerLease duly executed by Bxxxx; (iv) a Seller Resale Certificate (Form ST-120 of the Assignment New York State Department of Indebtedness duly Taxation and Finance) executed by the Buyer;Buyer confirming the Inventory was purchased for resale; and (v) with respect to each Lease, an Assignment Exempt Use Certificate (Form ST-121 of the New York State Department of Taxation and Assumption of Lease duly Finance) executed by the Buyer; (vi) the Loan Agreement duly executed by VOXX and the Buyer; (vii) the Registration Rights Agreements duly executed by VOXX and/or the Buyer, as applicable; (viii) the LLC Agreement duly executed by VOXX and the Buyer; (ix) the Buyer Closing Certificate; and (x) the certificates of the Secretary or Assistant Secretary of the Buyer required in accordance with Section 7.03(h)Bxxxx. (c) At the Closing, the Buyer shall deliver the Escrow Amount to the Escrow Agent pursuant to the Escrow Agreement.

Closing Deliverables. (a) At the Closing, the Seller and/or Parent (as applicable) shall deliver to the Buyer Buyers the following: (i) the Escrow Agreement duly executed by the Seller; (ii) a xxxx of sale in form and substance reasonably satisfactory to the Buyer Buyers and Seller (the “Xxxx of Sale”) and duly executed by the Seller, transferring the tangible personal property included in the Purchased Assets to the BuyerLipoxen or its designee; (iiiii) an assignment and assumption agreement in form and substance reasonably satisfactory to the Buyer Buyers and Seller (the “Assignment and Assumption Agreement”) and duly executed by the Seller, effecting the assignment to and assumption by the Buyer Lipoxen of the Purchased Assets and the Assumed Liabilities; (iviii) an assignment assignments in form and substance reasonably satisfactory to Buyers and Seller (the Buyer “Intellectual Property Assignments”) and duly executed by the SellerSeller or Parent or their Affiliates (as applicable), transferring all of the Sellersuch party’s right, title and interest in and to the Purchased Assets and the Intellectual Property Licenses to Lipoxen or its designee, together with the originals of all Contracts, Environmental Permits and documentation associated with the Purchased Assets. For clarity, Purchased Assets to the Buyer (the “that constitute Intellectual Property Assignments”);shall be transferred from Parent (or an Affiliate) to Lipoxen, while any other Purchased Assets shall be transferred directly from Seller to Lipoxen. (viv) with respect to each Lease, an Assignment the Transition Services and Assumption of Lease Resupply Agreement in form and substance satisfactory to Buyers (the Buyer (each, an “Assignment Transition Services and Assumption of LeaseResupply Agreement”) and duly executed by Seller and Parent, which will provide for, among other things, Parent and Seller’s continued supply of the SellerVirexxa molecule (and any related active pharmaceutical ingredients associated with production of Virexxa) to Lipoxen and its designees on a cost to manufacture plus 20% basis, and subject to Buyers’ right to inspect all books and records of Seller and its Affiliates to verify proper pricing of the molecule; (v) proof of insurance in place to cover claims from patients in clinical trials or under recruitment programs with respect to Virexxa naming Seller or one of its Affiliates as an insured and naming each of Buyers as additional insureds at the Closing; (vi) with respect to the Seller Debt, payoff letters and evidence of the termination of all Encumbrances on the Purchased Assets other than Permitted Encumbrances, in form and substance satisfactory to the Buyer. (vii) a legal opinion of the Parent’s Puerto Rico counsel, in form and substance satisfactory to the Buyer, with respect to (a) the existence of the Parent under Puerto Rico Law, (b) the authority and authorization of the Seller to execute and deliver this Agreement and the other agreements and documents contemplated hereunder and to consummate the transactions contemplated hereunder, and (c) the due and valid execution of this Agreement. (viii) the applicable Registration Rights Agreement duly executed by the Seller; (ix) the LLC Agreement duly executed by the Seller and each other party thereto other than the Buyer and VOXX; (x) the Seller Closing Certificate; (xi) the FIRPTA Certificate; (xiivii) the certificates of the Secretary CEO or Assistant Secretary Board member of the Seller required by Section 7.02(j7.02(h) and Section 7.02(i); (xiiiviii) the 2014 Audited Financial Statements; provided, however, that Revised Current Convertible Note and the Seller shall not be required to make such delivery in the event that the Buyer fails to pay all costs Revised Current Warrant duly executed by Parent and expenses in connection with the preparation of the 2014 Audited Financial Statements in accordance with Section 6.21Xenetic; (xivix) all consents of third parties required for the Seller to enter into this Securities Purchase Agreement Amendment and Registration Rights Agreement Amendment; (x) the transactions contemplated Xxxxxx/Surkov IP Assignment duly executed by this Agreement, Xxxxxxx Xxxxxx and Xxxxxx Xxxxxx; (xi) the LLC Agreement SynBio Amendment duly executed by SynBio and the other Transaction Documents (the “Required Consents”), including but not limited to the requisite consents of the Seller’s equity holders and debt holders (the “Seller Equity and Debt Holder Consents”)Sellers; and (xvxii) such other customary instruments of transfer, assumption, filings or documents, in form and substance reasonably satisfactory to the BuyerBuyers, as may be required to give effect to this Agreement. (b) At the Closing, the Buyer Buyers shall deliver to the Seller and/or Parent (as applicable) the following: (i) the Purchase Price in accordance with Section 2.05; (ii) the Escrow Agreement duly executed by the Buyer; (iii) the Assignment and Assumption Agreement duly executed by Lipoxen or its designee; (ii) the BuyerBuyers Closing Certificate; (iii) proof that the Stock Condition has been satisfied; (iv) the Assignment of Indebtedness SynBio Amendment duly executed by the BuyerXenetic; (v) with respect to each Lease, an Assignment and Assumption of Lease duly executed by the Buyer; (vi) the Loan Agreement duly executed by VOXX and the Buyer; (vii) the Registration Rights Agreements duly executed by VOXX and/or the Buyer, as applicable; (viii) the LLC Agreement duly executed by VOXX and the Buyer; (ix) the Buyer Closing Certificate; and (x) the certificates of the Secretary or Assistant Secretary Secretaries of the Buyer Buyers required in accordance with by Section 7.03(g) and Section 7.03(h).; (cvi) At the Closing, Securities Purchase Agreement Amendment and Registration Rights Agreement Amendment; (vii) the Buyer shall deliver Revised Current Convertible Note and the Escrow Amount to Revised Current Warrant; and (viii) the Escrow Agent pursuant to the Escrow AgreementXxxxxx/Surkov IP Assignment duly executed by Buyers.

Closing Deliverables. (a) At the Closing, the Seller shall deliver to the Buyer the following: (i) the Escrow Agreement duly executed by the Seller; (ii) a xxxx bill of sale in the form and substance satisfactory to the Buyer of Exhibit A attached hereto (the “Xxxx Bill of Sale”) and duly executed by the Seller, transferring the tangible personal property Mining Equipment included in the Purchased Assets to the Buyer; (iiiii) an assignment and assumption agreement in the form and substance satisfactory to the Buyer of Exhibit B attached hereto (the “Assignment and Assumption Agreement”) and duly executed by the Seller, effecting the assignment to and assumption by the Buyer of the Purchased Assets (including, for the avoidance of doubt, the Atlas MSA) and the Assumed Liabilities; (iviii) an assignment in form a certificate of the Secretary (or equivalent officer) of Seller certifying as to (A) the resolutions of the board of directors and substance satisfactory to the Buyer and duly executed by the stockholders of Seller, transferring all which authorize the execution, delivery and performance of this Agreement, the Seller’s rightBill of Sale, title and interest in and to the Intellectual Property Assets to the Buyer (the “Intellectual Property Assignments”); (v) with respect to each Lease, an Assignment and Assumption of Lease Agreement and the other agreements, instruments and documents required to be delivered in form and substance satisfactory to connection with this Agreement or at the Buyer Closing (eachcollectively, an the “Assignment and Assumption of LeaseTransaction Documents”) and duly executed by the Seller; (vi) with respect to the Seller Debt, payoff letters and evidence consummation of the termination of all Encumbrances on transactions contemplated hereby and thereby and (B) the Purchased Assets other than Permitted Encumbrances, in form names and substance satisfactory to the Buyer. (vii) a legal opinion signatures of the Parent’s Puerto Rico counsel, in form and substance satisfactory officers of Seller authorized to the Buyer, with respect to (a) the existence of the Parent under Puerto Rico Law, (b) the authority and authorization of the Seller to execute and deliver sign this Agreement and the other agreements and documents contemplated hereunder and to consummate the transactions contemplated hereunder, and (c) the due and valid execution of this Agreement. (viii) the applicable Registration Rights Agreement duly executed by the SellerTransaction Documents; (ixiv) the LLC Agreement a duly completed and executed by the IRS Form W-9 of Seller and each other party thereto other than the Buyer and VOXX; (x) the or, if Seller Closing Certificate; (xi) the FIRPTA Certificate; (xii) the certificates of the Secretary or Assistant Secretary of the Seller required by Section 7.02(j); (xiii) the 2014 Audited Financial Statements; provided, however, that the Seller shall not be required to make such delivery in the event that the Buyer fails to pay all costs and expenses in connection with the preparation of the 2014 Audited Financial Statements in accordance with Section 6.21; (xiv) all consents of third parties required is treated as an entity disregarded as separate from its regarded Tax owner for the Seller to enter into this Agreement and the transactions contemplated by this AgreementU.S. federal income Tax purposes, the LLC Agreement and the other Transaction Documents (the “Required Consents”), including but not limited to the requisite consents of the Seller’s equity holders and debt holders (the “Seller Equity and Debt Holder Consents”Person that is treated as its regarded Tax owner for such purposes); and (xvv) such other customary instruments of transfer, transfer or assumption, filings or documents, in form and substance reasonably satisfactory to the Buyer, as may be required to give effect to the transactions contemplated by this Agreement. (b) At the Closing, the Buyer shall deliver to the Seller the following: (i) the Cash Purchase Price in accordance with Section 2.05;by wire transfer of immediately available funds to an account designated by Seller; and (ii) the Escrow Agreement duly executed by the Buyer; (iii) the Assignment and Assumption Agreement duly executed by the Buyer; (iv) the Assignment of Indebtedness duly executed by the Buyer; (v) with respect to each Lease, an Assignment and Assumption of Lease duly executed by the Buyer; (vi) the Loan Agreement duly executed by VOXX and the Buyer; (vii) the Registration Rights Agreements duly executed by VOXX and/or the Buyer, as applicable; (viii) the LLC Agreement duly executed by VOXX and the Buyer; (ix) the Buyer Closing Certificate; and (x) the certificates of the Secretary or Assistant Secretary of the Buyer required in accordance with Section 7.03(h)Bxxxx. (c) At the Closing, the Buyer shall deliver the Escrow Amount to the Escrow Agent pursuant to the Escrow Agreement.

Closing Deliverables. (a) At the Closing, the Seller Buyer shall deliver to the Buyer the following: (i) to Seller, the Escrow Agreement duly executed Purchase Price less the Deposit, by the Sellerwire transfer of immediately available funds to an account designated by Seller in writing; (ii) a xxxx of sale in form and substance satisfactory to Seller’s counsel, Buyer’s written consent (which may be by e-mail) to release the Buyer (the “Xxxx of Sale”) duly executed by the Deposit to Seller, transferring the tangible personal property included in the Purchased Assets to the Buyer; (iii) to Seller, a Bxxx of Sale in the form attached as Exhibit C-1 (the “Bxxx of Sale”), duly executed by Buyer; and (iv) to Seller, an assignment Assignment and assumption agreement Assumption Agreement in the form and substance satisfactory to the Buyer attached as Exhibit C-2 (the “Assignment and Assumption Agreement”) ), duly executed by the Seller, effecting the assignment to and assumption by the Buyer of the Purchased Assets and the Assumed Liabilities; (iv) an assignment in form and substance satisfactory to the Buyer and duly executed by the Seller, transferring all of the Seller’s right, title and interest in and to the Intellectual Property Assets to the Buyer (the “Intellectual Property Assignments”); (v) with respect to each Lease, an Assignment and Assumption of Lease in form and substance satisfactory to the Buyer (each, an “Assignment and Assumption of Lease”) and duly executed by the Seller; (vi) with respect to the Seller Debt, payoff letters and evidence of the termination of all Encumbrances on the Purchased Assets other than Permitted Encumbrances, in form and substance satisfactory to the Buyer. (vii) a legal opinion of the Parent’s Puerto Rico counsel, in form and substance satisfactory to the Buyer, with respect to (a) the existence of the Parent under Puerto Rico Law, (b) the authority and authorization of the Seller to execute and deliver this Agreement and the other agreements and documents contemplated hereunder and to consummate the transactions contemplated hereunder, and (c) the due and valid execution of this Agreement. (viii) the applicable Registration Rights Agreement duly executed by the Seller; (ix) the LLC Agreement duly executed by the Seller and each other party thereto other than the Buyer and VOXX; (x) the Seller Closing Certificate; (xi) the FIRPTA Certificate; (xii) the certificates of the Secretary or Assistant Secretary of the Seller required by Section 7.02(j); (xiii) the 2014 Audited Financial Statements; provided, however, that the Seller shall not be required to make such delivery in the event that the Buyer fails to pay all costs and expenses in connection with the preparation of the 2014 Audited Financial Statements in accordance with Section 6.21; (xiv) all consents of third parties required for the Seller to enter into this Agreement and the transactions contemplated by this Agreement, the LLC Agreement and the other Transaction Documents (the “Required Consents”), including but not limited to the requisite consents of the Seller’s equity holders and debt holders (the “Seller Equity and Debt Holder Consents”); and (xv) such other customary instruments of transfer, assumption, filings or documents, in form and substance reasonably satisfactory to the Buyer, as may be required to give effect to this Agreement. (b) At the Closing, the Buyer Seller shall deliver to the Seller Buyer the following: (i) a certificate signed by the Purchase Price Chief Financial Officer of Seller, dated the Closing Date, certifying that the conditions specified in accordance with Section 2.0510(b), (c) and (d) have been satisfied as of the Closing Date; (ii) good standing certificates from the Escrow Agreement duly executed by State of Delaware and the BuyerCommonwealth of Massachusetts dated as of a recent date from the Closing Date; (iii) the Assignment and Assumption Agreement Bxxx of Sale, duly executed by the BuyerSeller; (iv) the Assignment of Indebtedness and Assumption Agreement, duly executed by the BuyerSeller; (v) with respect an assignment agreement, in the form attached as Exhibit C-3, to each Leaseeffect the transfer of the patent applications listed in Exhibit B from Seller to Buyer, an Assignment and Assumption of Lease duly executed by the Buyer;Seller and a notary public; and (vi) such other documents as are reasonably requested by Buyer, in a form supplied by Buyer to Seller not less than two (2) business days prior to the Loan Agreement duly executed by VOXX date scheduled for the Sale Hearing (as defined in Section 6(c)), to effect the transfer of the Purchased Assets and the Buyer; (vii) the Registration Rights Agreements duly executed by VOXX and/or the Buyer, as applicable; (viii) the LLC Agreement duly executed by VOXX and the Buyer; (ix) the Buyer Closing Certificate; and (x) the certificates assumption of the Secretary or Assistant Secretary of the Buyer required in accordance with Section 7.03(h)Assumed Liabilities. (c) At the Closing, the Buyer shall deliver the Escrow Amount to the Escrow Agent pursuant to the Escrow Agreement.

Closing Deliverables. (a) At the Closing, the Seller shall deliver to the Buyer the following: (i) to Buyer, the Post-Closing Escrow Agreement duly executed by the Seller; (ii) to Buyer, a xxxx bxxx of sale in the form and substance satisfactory to the Buyer of Exhibit C hereto (the “Xxxx Bxxx of Sale”) and duly executed by the Seller, transferring the tangible personal property Tangible Personal Property included in the Purchased Assets to the Buyer; (iii) to Buyer, an assignment and assumption agreement in the form and substance satisfactory to the Buyer of Exhibit D hereto (the “Assignment and Assumption Agreement”) and duly executed by the Seller, effecting the assignment to and assumption by the Buyer of the Purchased Assets and the Assumed Liabilities; (iv) an assignment to Buyer, assignments in the form and substance satisfactory to of Exhibit E hereto (the Buyer “Intellectual Property Assignments”) and duly executed by the Seller, transferring all of the Seller’s right, title and interest in and to the Intellectual Property Assets to and the Buyer (the “Intellectual Property Assignments”)Licenses to Buyer, provided that, with respect to domain name registrations included in the Intellectual Property Assets, Seller shall, at or immediately following the Closing, take such steps as Buyer may direct to convey and transfer such domain name registrations to Buyer’s designated account, including assenting to any electronic request to transfer such domain name registrations as Buyer or Buyer’s agent may initiate; (v) to Buyer, with respect to the Amarillo Owned Real Property, a Deed duly executed and notarized by Seller; (vi) to Buyer, with respect to each Lease, an Assignment and Assumption of Lease in form and substance satisfactory to the Buyer and Seller (each, an “Assignment and Assumption of Lease”) and duly executed by the Seller; (vi) with respect to the Seller Debt, payoff letters and evidence of the termination of all Encumbrances on the Purchased Assets other than Permitted Encumbrances, in form and substance satisfactory to the Buyer. (vii) a legal opinion of the Parent’s Puerto Rico counsel, in form and substance satisfactory to the Buyer, with respect to (a) the existence of the Parent under Puerto Rico LawAmarillo Owned Real Property and with respect each Lease, (b) the authority and authorization of the Seller to execute and deliver this Agreement and the other agreements and documents contemplated hereunder and to consummate the transactions contemplated hereunderall keys, combinations, passwords, and (c) the due codes to all locks, security devices and valid execution entrance doors and copies of this Agreement.all plans and specifications, certificates of occupancy, permits, variances, approvals and site plans; (viii) to Buyer, a power of attorney in the applicable Registration Rights Agreement form of Exhibit F hereto and duly executed by the Seller; (ix) the LLC Agreement duly executed by the Seller and each other party thereto other than the Buyer and VOXX; (x) the to Buyer, Seller Closing Certificate; (xix) to Buyer, the FIRPTA Certificate; (xiixi) to Buyer, the certificates of the Secretary or Assistant Secretary of the Seller required by Section 7.02(j) and Section 7.02(k); (xii) to Buyer, pay-off letters for all Indebtedness to be repaid in full at Closing which shall acknowledge the aggregate principal amount and all accrued, but unpaid interest, in form and substance reasonably acceptable to Buyer (such letters, collectively, the “Pay-off Letters” and the aggregate of such Indebtedness set forth in the Pay-off Letters, the “Repaid Indebtedness”) and UCC searches reasonably acceptable to Buyer, evidencing Seller’s title to the Purchased Assets, and Tax lien and litigation searches regarding Seller; (xiii) the 2014 Audited Financial Statements; providedto Buyer, however, that the Seller shall not be required to make such delivery in the event that the Buyer fails to pay all costs and expenses in connection with the preparation evidence of the 2014 Audited Financial Statements in accordance with Section 6.21Material Consents; (xiv) all to Buyer, any approvals, waivers, and consents from each Governmental Authority, necessary for consummation of third parties required for the Seller to enter into this Agreement and the transactions contemplated by this Agreement, the LLC Agreement and the other Transaction Documents (the “Required Consents”), including but not limited to the requisite consents of the Seller’s equity holders and debt holders (the “Seller Equity and Debt Holder Consents”); andherein; (xv) to Buyer, employment and consulting agreements, as the case may be, with Key Management Employees duly executed by each such Key Management Employee in form and substance reasonably satisfactory to Buyer; (xvi) to Buyer, such other customary instruments of transfer, assumption, filings or documents, in form and substance reasonably satisfactory to the BuyerBuyer and Seller, as may be required to give effect to this Agreement; (xvii) to the Escrow Agent, executed joint written instructions to the Escrow Agent, in accordance with Section 2.05(d); and (xviii) to the Escrow Agent, the Post-Closing Escrow Agreement, duly executed by Seller. (b) At the Closing, the Buyer shall deliver to the Seller the following: (i) to Seller, the Closing Day Purchase Price in accordance with Section 2.05Price; (ii) to Seller, the Post-Closing Escrow Agreement duly executed by the Buyer; (iii) to Seller, the Assignment and Assumption Agreement duly executed by the Buyer; (iv) the Assignment of Indebtedness duly executed by the Buyer; (v) to Seller, with respect to each Lease, an Assignment and Assumption of Lease duly executed by the Buyer; (v) to Seller, Buyer Closing Certificate; (vi) the Loan Agreement duly executed by VOXX and the Buyer; (vii) the Registration Rights Agreements duly executed by VOXX and/or the Buyerto Seller, as applicable; (viii) the LLC Agreement duly executed by VOXX and the Buyer; (ix) the Buyer Closing Certificate; and (x) the certificates of the Secretary or Assistant Secretary of the Buyer required by Section 7.03(g) and Section 7.03(h); (vii) to each Key Management Employee, the employment and consulting agreements, as the case may be, with such Key Management Employees duly executed by Buyer; (viii) to the holders of Repaid Indebtedness, the respective amounts of Indebtedness to be paid in accordance with the Pay-off Letters; (ix) to the Escrow Agent, executed joint written instructions to the Escrow Agent, in accordance with Section 7.03(h2.05(d); and (x) to the Escrow Agent, the Aggregate Post-Closing Escrow Amount and the Post-Closing Escrow Agreement duly executed by Buyer. (c) At the Closing, Buyer and Seller co-execute any necessary documents to effect the assignment of the Intellectual Property, and Buyer shall deliver the Escrow Amount to the Escrow Agent pursuant to the Escrow Agreementrecord such documents and make such filings as appropriate.

Closing Deliverables. (a) At the Closing, the Seller shall deliver to the Buyer the following: (i) the Escrow Agreement duly executed by the Seller; (ii) a A xxxx of sale in the form and substance satisfactory to the Buyer of Exhibit A hereto (the “Xxxx of Sale”) ), duly executed by the Seller, transferring the tangible personal property Tangible Personal Property included in the Purchased Assets to the Buyer; (iiiii) an An assignment and assumption agreement in the form and substance satisfactory to the Buyer of Exhibit B hereto (the “Assignment and Assumption Agreement”) ), duly executed by the Seller, effecting the assignment to and assumption by the Buyer of the Purchased Assets Assigned Contracts and the Assumed Liabilities; (iviii) an assignment in form and substance satisfactory agreement to the Buyer and duly executed by the Seller, transferring all of the Seller’s right, title and interest in and to assign the Intellectual Property Assets in the form of Exhibit C hereto (the “IP Assignment Agreement”), duly executed by Seller, effecting the assignment to and assumption by Buyer of the Intellectual Property Assets; (iv) originals (or, to the extent originals are not available, copies) of all Assigned Contracts (together with all material amendments, supplements or modifications thereto) to the extent not otherwise already made available to the Buyer (the “Intellectual Property Assignments”)through Seller’s datasite; (v) physical possession of all of the Purchased Assets capable of passing by delivery at the location where such Purchased Assets are located with respect to each Lease, an Assignment the intent that title in such Purchased Assets shall pass by and Assumption of Lease in form and substance satisfactory to the Buyer (each, an “Assignment and Assumption of Lease”) and duly executed by the Sellerupon delivery; (vi) with respect to the Seller Debt, payoff letters and evidence of the termination of all Encumbrances on the Purchased Assets other than Permitted Encumbrances, in form and substance satisfactory to the Buyer. (vii) a legal opinion of the Parent’s Puerto Rico counsel, in form and substance satisfactory to the Buyer, with respect to (a) the existence of the Parent under Puerto Rico Law, (b) the authority and authorization of the Seller to execute and deliver this Agreement and the other agreements and documents contemplated hereunder and to consummate the transactions contemplated hereunder, and (c) the due and valid execution of this Agreement. (viii) the applicable Registration Rights Agreement duly executed by the Seller; (ix) the LLC Agreement duly executed by the Seller and each other party thereto other than the Buyer and VOXX; (x) the Seller Closing Certificate; (xivii) the FIRPTA Certificate; (xiiviii) the certificates a copy of the Secretary or Assistant Secretary of Sale Order entered by the Seller required by Section 7.02(j)Bankruptcy Court; (xiiiix) the 2014 Audited Financial Statements; provided, however, that the Seller shall not be required to make such delivery in the event that the Buyer fails to pay all costs and expenses in connection with the preparation of the 2014 Audited Financial Statements in accordance with Section 6.21; (xiv) all consents of third parties required for the Seller to enter into this Agreement and the transactions contemplated by this Agreement, the LLC Agreement and the other Transaction Documents (the “Required Consents”), including but not limited joint instructions to the requisite consents of Escrow Agent to deliver the Deposit to Seller’s equity holders and debt holders (the “Seller Equity and Debt Holder Consents”); and (xvx) such all other customary instruments of transfer, assumption, filings filings, or documents, reasonably requested by Buyer in form and substance reasonably satisfactory to the Buyer, as may be required to give effect to this Agreement. (b) At the Closing, the Buyer shall deliver to the Seller the following: (i) the Purchase Price Base Amount minus the Deposit by wire transfer of immediately available funds to an account designated in accordance with Section 2.05writing by Seller to Buyer; (ii) the Escrow Xxxx of Sale, Assignment and Assumption Agreement and IP Assignment Agreement, in each case duly executed by the Buyer; (iii) the Assignment and Assumption Agreement duly executed by the BuyerBuyer Closing Certificate; (iv) the Assignment certificate of Indebtedness the duly executed authorized officer of Buyer required by the Buyer;Seller. (v) with respect to each Lease, an Assignment and Assumption of Lease duly executed by the Buyer; (vi) the Loan Agreement duly executed by VOXX and the Buyer; (vii) the Registration Rights Agreements duly executed by VOXX and/or the Buyer, as applicable; (viii) the LLC Agreement duly executed by VOXX and the Buyer; (ix) the Buyer Closing Certificate; and (x) the certificates of the Secretary or Assistant Secretary of the Buyer required in accordance with Section 7.03(h). (c) At the Closing, the Buyer shall deliver the Escrow Amount joint instructions to the Escrow Agent pursuant to deliver the Escrow Agreement.Deposit to

Closing Deliverables. (a) At the Closing, the Seller shall deliver to the Buyer the following: (i) a bill of sale in the Escrow Agreement form of Exhibit A attached hereto (the “Bill of Sale”) and duly executed by Seller, transferring the SellerPurchased Assets to Buyer; (ii) a xxxx transition agreement in the form of sale in form and substance satisfactory to the Buyer Exhibit B attached hereto (the “Xxxx of SaleTransition Agreement”) and duly executed by the Seller, transferring the tangible personal property included in the Purchased Assets to the Buyer; (iii) an assignment and assumption agreement in the form and substance satisfactory to the Buyer of Exhibit C attached hereto (the “Assignment and Assumption Agreement”) and duly executed by the Seller, effecting the assignment to and assumption by the Buyer of the Purchased Assets and the Assumed Liabilities; (iv) an intellectual property assignment agreement in the form and substance satisfactory to the Buyer and duly executed by the Seller, transferring all of the Seller’s right, title and interest in and to the Intellectual Property Assets to the Buyer Exhibit D attached hereto (the “Intellectual Property Assignments”); (v) with respect to each Lease, an Assignment and Assumption of Lease in form and substance satisfactory to the Buyer (each, an “Assignment and Assumption of LeaseAgreement”) and duly executed by the Seller; (viv) with respect to the Seller Debt, payoff letters and evidence a certificate of the termination Secretary (or equivalent officer) of all Encumbrances on Seller certifying as to (A) the Purchased Assets other than Permitted Encumbrances, in form and substance satisfactory to the Buyer. (vii) a legal opinion resolutions of the Parent’s Puerto Rico counselboard of directors and the stockholders of Seller, which authorize the execution, delivery and performance of this Agreement, the Bill of Sale, the Assignment and Assumption Agreement, the Intellectual Property Assignment Agreement, the Transition Agreement, and the other agreements, instruments and documents required to be delivered in form connection with this Agreement or at the Closing (collectively, the “Transaction Documents”) and substance satisfactory to the Buyer, with respect to consummation of the transactions contemplated hereby and thereby and (aB) the existence names and signatures of the Parent under Puerto Rico Law, (b) the authority and authorization officers of the Seller authorized to execute and deliver sign this Agreement and the other agreements and documents contemplated hereunder and to consummate the transactions contemplated hereunder, and (c) the due and valid execution of this Agreement. (viii) the applicable Registration Rights Agreement duly executed by the Seller; (ix) the LLC Agreement duly executed by the Seller and each other party thereto other than the Buyer and VOXX; (x) the Seller Closing Certificate; (xi) the FIRPTA Certificate; (xii) the certificates of the Secretary or Assistant Secretary of the Seller required by Section 7.02(j); (xiii) the 2014 Audited Financial Statements; provided, however, that the Seller shall not be required to make such delivery in the event that the Buyer fails to pay all costs and expenses in connection with the preparation of the 2014 Audited Financial Statements in accordance with Section 6.21; (xiv) all consents of third parties required for the Seller to enter into this Agreement and the transactions contemplated by this Agreement, the LLC Agreement and the other Transaction Documents (the “Required Consents”), including but not limited to the requisite consents of the Seller’s equity holders and debt holders (the “Seller Equity and Debt Holder Consents”)Documents; and (xvvi) such other customary instruments of transfer, transfer or assumption, filings or documents, in form and substance reasonably satisfactory to the Buyer, as may be required to give effect to the transactions contemplated by this Agreement. (b) At the Closing, pursuant to the terms of the Escrow Agreement, the Parties shall jointly instruct the Escrow Agent to release the Buyer Deposit to the Seller by wire transfer of immediately available funds to the Seller Account. (c) At the Closing, Buyer shall deliver to the Seller the following: (i) The Closing Payment by wire transfer of immediately available funds to the Purchase Price in accordance with Section 2.05Seller Account; (ii) the Escrow Transition Agreement duly executed by the BuyerXxxxx; (iii) the Assignment and Assumption Agreement duly executed by the Buyer;Xxxxx; and (iv) the Assignment of Indebtedness duly executed by the Buyer; (v) with respect to each Lease, an Assignment and Assumption of Lease duly executed by the Buyer; (vi) the Loan Agreement duly executed by VOXX and the Buyer; (vii) the Registration Rights Agreements duly executed by VOXX and/or the Buyer, as applicable; (viii) the LLC Agreement duly executed by VOXX and the Buyer; (ix) the Buyer Closing Certificate; and (x) the certificates a certificate of the Secretary (or Assistant Secretary 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 Transaction Documents and the consummation of the transactions contemplated hereby and thereby and (B) the names and signatures of the officers of Buyer required in accordance with Section 7.03(h)authorized to sign this Agreement and the other Transaction Documents. (c) At the Closing, the Buyer shall deliver the Escrow Amount to the Escrow Agent pursuant to the Escrow Agreement.

Closing Deliverables. (a) At the Closing, the Seller shall deliver to the Buyer the following: (i) the Escrow Agreement duly executed by the Seller; (ii) a xxxx of sale in the form and substance satisfactory to the Buyer of Exhibit A (the “Xxxx of Sale”) and duly executed by the Seller, transferring the tangible personal property included in the Purchased Assets to the Buyer; (iiiii) an assignment and assumption agreement in the form and substance satisfactory to the Buyer of Exhibit B (the “Assignment and Assumption Agreement”) and duly executed by the Seller, effecting the assignment to and assumption by the Buyer of the Purchased Assets and the Assumed Liabilities; (iii) the Transition Services Agreement duly executed by Seller; (iv) an assignment a sublease agreement, in the form and substance satisfactory of Exhibit E (the “Sublease Agreement”) with respect to the Buyer sublease of the Subleased Real Property) and duly executed by the Seller, transferring all accompanied by the landlord estoppel and consent attached as an exhibit thereto, duly executed by the landlord of the Seller’s right, title and interest in and to the Intellectual Property Assets to the Buyer (the “Intellectual Property Assignments”)Leased Property; (v) with respect all Books and Records contemplated pursuant to each Lease, an Assignment and Assumption of Lease in form and substance satisfactory to the Buyer (each, an “Assignment and Assumption of Lease”) and duly executed by the SellerSection 2.01(f); (vi) a certificate certifying that Seller is not a foreign person for purposes of Section 1445 of the Code or that the purchase is otherwise exempt from withholding under Sections 1445 and 1446 of the Code; (vii) all consents to the assignment of the Contracts indicated as “Required Consents” in Section 3.02 of the Disclosure Schedule; (viii) evidence reasonably satisfactory to Buyer of the release of any and all Encumbrances (other than Permitted Encumbrances) with respect to the Seller Debt, payoff letters and evidence of the termination of all Encumbrances on the Purchased Assets other than Permitted Encumbrances, in form and substance satisfactory to the Buyer. (vii) a legal opinion of the Parent’s Puerto Rico counsel, in form and substance satisfactory to the Buyer, with respect to (a) the existence of the Parent under Puerto Rico Law, (b) the authority and authorization of the Seller to execute and deliver this Agreement and the other agreements and documents contemplated hereunder and to consummate the transactions contemplated hereunder, and (c) the due and valid execution of this Agreement. (viii) the applicable Registration Rights Agreement duly executed by the SellerAssets; (ix) a certificate signed by a duly authorized representative of Seller certifying as to the LLC Agreement duly executed by due authorization from the board of directors of Seller of this Agreement, the Transaction Documents and each other party thereto other than the Buyer transactions contemplated hereby and VOXX;thereby; and (x) the Seller Closing Certificate; (xi) the FIRPTA Certificate; (xii) the certificates of the Secretary or Assistant Secretary of the Seller required a duly executed Escrow Agreement executed by Section 7.02(j); (xiii) the 2014 Audited Financial Statements; provided, however, that the Seller shall not be required to make such delivery in the event that the Buyer fails to pay all costs and expenses in connection with the preparation of the 2014 Audited Financial Statements in accordance with Section 6.21; (xiv) all consents of third parties required for the Seller to enter into this Agreement and the transactions contemplated by this Agreement, the LLC Agreement and the other Transaction Documents (the “Required Consents”), including but not limited to the requisite consents of the Seller’s equity holders and debt holders (the “Seller Equity and Debt Holder Consents”); and (xv) such other customary instruments of transfer, assumption, filings or documents, in form and substance reasonably satisfactory to the Buyer, as may be required to give effect to this Agreement. (b) At the Closing, the Buyer shall deliver to the Seller the following: (i) the Purchase Price by wire transfer of immediately available funds to an account designated in accordance with Section 2.05writing by Seller to Buyer which designation shall occur no later than two (2) Business Days prior to the Closing Date; (ii) the Escrow Agreement duly executed by the Buyer; (iii) the Assignment and Assumption Agreement duly executed by Buyer; (iii) the Sublease Agreement duly executed by Buyer; (iv) the Assignment of Indebtedness Transition Services Agreement duly executed by the Buyer;Seller; and (v) with respect to each Lease, an Assignment and Assumption of Lease a duly executed by the Buyer; (vi) the Loan Escrow Agreement duly executed by VOXX and the Buyer; (vii) the Registration Rights Agreements duly executed by VOXX and/or the Buyer, as applicable; (viii) the LLC Agreement duly executed by VOXX and the Buyer; (ix) the Buyer Closing Certificate; and (x) the certificates of the Secretary or Assistant Secretary of the Buyer required in accordance with Section 7.03(h). (c) At the Closing, the Buyer shall deliver the Escrow Amount to the Escrow Agent pursuant to the Escrow Agreement.

Closing Deliverables. (a) At the Closing, the Seller shall deliver to the Buyer the following: (i) the Escrow Agreement duly executed by the Seller; (ii) a xxxx of sale in the form and substance satisfactory to the Buyer of Exhibit B attached hereto (the “Xxxx of Sale”) and duly executed by the SellerSellers, transferring the tangible personal property Tangible Personal Property included in the Purchased Assets to the Buyer; (iiiii) an assignment and assumption agreement in the form and substance satisfactory to the Buyer of Exhibit C attached hereto (the “Assignment and Assumption Agreement”) and duly executed by the Seller, effecting the assignment to and assumption by the Buyer of the Purchased Assets and the Assumed Liabilities; (iii) the Escrow Agreement in the form of Exhibit D attached hereto(the “Escrow Agreement”) and duly executed by Sellers; (iv) an assignment to the extent they have already been obtained by the Escrow Agent, any tax clearance certificates from the taxing authorities in the jurisdictions that impose Taxes on Seller or 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 Xxxx of Sale, the Assignment and Assumption Agreement, the Escrow Agreement, and the other agreements, instruments, and documents required to be delivered in connection with this Agreement or at the Closing (collectively, the “Transaction Documents”) and the consummation of the transactions contemplated hereby and thereby, and (B) the names and signatures of the officers of Seller authorized to sign this Agreement and the other Transaction Documents; (vi) employment agreements with each of the persons set forth on Section 2.02(a)(vi) of the Disclosure Schedules, in form and substance satisfactory to Buyer (collectively, the Buyer and “Employment Agreements”), with such Employment Agreements providing for the total compensation as set forth in Section 2.02(a)(vi) of the Disclosure Schedules, which is the same as such employees’ current compensation, duly executed by the Seller, transferring all each of these persons; (vii) non-competition agreements with each of the Seller’s right, title and interest in and persons set forth on Schedule 2.02(a)(vii) to the Intellectual Property Assets Disclosure Schedules, in form and substance satisfactory to Buyer, duly executed by each of these persons; (viii) audited financial statements for the Buyer fiscal years December 31, 2019 and 2020 and unaudited financial statements for the six months ended June 30, 2021 (collectively, the “Intellectual Property AssignmentsFinancial Statements”); (vix) confirmation in form and substance satisfactory to Buyer that all liens on Spectrum’s assets have been terminated; (x) a transition services agreement with Xxxxxx Xxxxxx, in form and substance satisfactory to Buyer, providing for eight hours of services per week for a period of eight weeks following the Closing Date; (xi) with respect to each Leasereal estate lease, an Assignment and Assumption of Lease in form and substance satisfactory to the Buyer (each, an “Assignment and Assumption of Lease”) and duly executed by the Seller; (vixii) with respect to the Seller Debt, payoff letters and evidence of the termination of all Encumbrances on the Purchased Assets other than Permitted Encumbrances, confirmation from Seller’s secured lender in form and substance satisfactory to Buyer confirming all amounts have been paid in full and that such lender has released all liens and UCC termination statements indicating the Buyer. (vii) a legal opinion of the Parent’s Puerto Rico counsel, in form and substance satisfactory to the Buyer, with respect to (a) the existence of the Parent under Puerto Rico Law, (b) the authority and authorization of the Seller to execute and deliver this Agreement and the other agreements and documents contemplated hereunder and to consummate the transactions contemplated hereunder, and (c) the due and valid execution of this Agreement. (viii) the applicable Registration Rights Agreement duly executed by the Seller; (ix) the LLC Agreement duly executed by the Seller and each other party thereto other than the Buyer and VOXX; (x) the Seller Closing Certificate; (xi) the FIRPTA Certificate; (xii) the certificates of the Secretary or Assistant Secretary of the Seller required by Section 7.02(j); (xiii) the 2014 Audited Financial Statements; provided, however, that the Seller shall not be required to make such delivery in the event that the Buyer fails to pay all costs and expenses in connection with the preparation of the 2014 Audited Financial Statements in accordance with Section 6.21; (xiv) all consents of third parties required for the Seller to enter into this Agreement and the transactions contemplated by this Agreement, the LLC Agreement and the other Transaction Documents (the “Required Consents”), including but not limited to the requisite consents of the Seller’s equity holders and debt holders (the “Seller Equity and Debt Holder Consents”)same; and (xvxiii) such other customary instruments of transfer, transfer or assumption, filings filings, or documents, in form and substance reasonably satisfactory to the Buyer, as may be required to give effect to the transactions contemplated by this Agreement. If Buyer believes any such other customary instruments are required, the form of each shall be provided by Buyer to Seller at least 5 days before Closing. (b) At the Closing, the Buyer shall deliver to the Seller the following: (i) the Purchase Price in accordance with Section 2.05Closing Cash Proceeds; (ii) the Escrow Agreement duly executed by the Buyer; (iii) the Assignment and Assumption Agreement duly executed by Buyer; (iii) the Escrow Agreement duly executed by Buyer; (iv) the Assignment of Indebtedness Employment Agreements duly executed by the Buyer; (v) with respect a certificate of the Secretary (or equivalent officer) of Buyer certifying as to each Lease(A) the resolutions of the board of directors of Buyer, an Assignment which authorize the execution, delivery, and Assumption performance of Lease duly executed by this Agreement and the Buyer;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 Transaction Documents; and (vi) the Loan Agreement duly executed by VOXX and the Buyer; (vii) the Registration Rights Agreements duly executed by VOXX and/or the Buyer, as applicable; (viii) the LLC Agreement duly executed by VOXX and the Buyer; (ix) the Buyer Closing Certificate; and (x) the certificates of the Secretary or Assistant Secretary of the Buyer required in accordance with Section 7.03(h)Stock Proceeds. (c) At the Closing, the Buyer shall deliver the Escrow Amount to the Escrow Agent pursuant Agent: (i) the Purchase Price Adjustment Escrow Fund by wire transfer of immediately available funds to accounts designated by the Escrow AgreementAgent; and (ii) the Indemnification Escrow Fund by wire transfer of immediately available funds to accounts designated by the Escrow Agent.

Closing Deliverables. (a) At the Closing, the Seller shall deliver deliver, or cause to the be delivered, to Buyer the following: (i) the Escrow Agreement duly executed by the Seller; (ii) a xxxx of sale and assignment and assumption agreement in the form and substance satisfactory to the Buyer of Exhibit F hereto (the “Xxxx of Sale”) and duly executed by the Seller, transferring the tangible personal property included in the Purchased Assets to the Buyer; (iii) an assignment and assumption agreement in form and substance satisfactory to the Buyer (the “Assignment and Assumption Agreement”) duly executed by the Seller, effecting the assignment to and assumption by the Buyer of the Purchased Assets and the Assumed Liabilities, and transferring the Purchased Subsidiary Equity to the UK Buyer; (ivii) an assignment in the form and substance satisfactory to of Exhibit G hereto (the Buyer “Intellectual Property Assignment”) and duly executed by the Seller, transferring all of the Seller’s right, title and interest in and to the Intellectual Property Assets Registrations to the Buyer (the “Intellectual Property Assignments”)Buyer; (v) with respect to each Lease, an Assignment and Assumption of Lease in form and substance satisfactory to the Buyer (each, an “Assignment and Assumption of Lease”) and duly executed by the Seller; (vi) with respect to the Seller Debt, payoff letters and evidence of the termination of all Encumbrances on the Purchased Assets other than Permitted Encumbrances, in form and substance satisfactory to the Buyer. (vii) a legal opinion of the Parent’s Puerto Rico counsel, in form and substance satisfactory to the Buyer, with respect to (a) the existence of the Parent under Puerto Rico Law, (b) the authority and authorization of the Seller to execute and deliver this Agreement and the other agreements and documents contemplated hereunder and to consummate the transactions contemplated hereunder, and (c) the due and valid execution of this Agreement. (viii) the applicable Registration Rights Agreement duly executed by the Seller; (ix) the LLC Agreement duly executed by the Seller and each other party thereto other than the Buyer and VOXX; (xiii) the Seller Closing Certificate; (iv) the certificates of duly authorized officers of Seller required by Section 7.2(e) and Section 7.2(f); (v) the Transition Services Agreement duly executed by Seller; (vi) the Noncompetition and Nonsolicitation Agreement duly executed by Seller; (vii) evidence of a termination and release of all Encumbrances on the Purchased Assets and Purchased Subsidiary Equity imposed by Seller’s corporate credit facilities, in form and substance reasonably satisfactory to Buyer; (viii) Buyer’s offer letters to the Business Employees, substantially in the form of Exhibit H (the “Offer Letters”), duly executed by at least seventy-five percent (75%) of the employees of the Business to whom such Offer Letters were provided by Buyer within ten (10) Business Days after the date of this Agreement; (ix) a certificate of good standing from the relevant Governmental Authority, dated within ten (10) Business Days prior to the Closing Date, certifying that each Purchased Subsidiary is in good standing; (x) properly and duly executed instruments of transfer of the Purchased Subsidiary Equity in favor of UK Buyer (or such other entity as Buyer may nominate); (xi) share certificates for the FIRPTA CertificatePurchased Subsidiary Equity (or a properly executed indemnity, in a form satisfactory to Buyer, for any missing, lost or destroyed certificates); (xii) irrevocable voting power of attorney in an agreed form, executed by the certificates Seller and enabling UK Buyer to exercise all rights related to the Purchased Subsidiary Equity during the period from Closing to the registration of the Secretary or Assistant Secretary transfer of the Seller required by Section 7.02(j)Purchased Subsidiary Equity; (xiii) the 2014 Audited Financial Statements; providedif required, however, that the Seller shall not be required such waivers or consents as Buyer may require to make such delivery in the event that the Buyer fails to pay all costs enable full legal and expenses in connection with the preparation beneficial ownership of the 2014 Audited Financial Statements Purchased Subsidiary Equity to vest in accordance with Section 6.21UK Buyer (or its nominee) and for UK Buyer (or its nominee) to be registered as the holder of the Purchased Subsidiary Equity; (xiv) all consents executed deed of third parties required for the Seller assignment relating to enter into this Agreement and the transactions contemplated by this Agreement, the LLC Agreement and the other Transaction Documents (the “Required Consents”), including but not limited to the requisite consents of the Seller’s equity holders rights under the Occupeye Share Purchase Agreement; (xv) written letters of resignation, in a form satisfactory to Buyer, of each director and debt holders company secretary of each Purchased Subsidiary; (xvi) in respect of each Purchased Subsidiary, to the “extent not otherwise in the possession of the relevant Purchased Subsidiary: the common seal (if any), certificate of incorporation, certificate(s) of incorporation on change of name and statutory books of each Purchased Subsidiary (including each register, minute book and other book required to be kept under the UK Companies Act 2006) made up to the Closing Date; (xvii) in respect of each Purchased Subsidiary, to the extent not otherwise in the possession of the relevant Purchased Subsidiary: (i) all credit, debit or other cards or cheque books in the name of or for the account of each Purchased Subsidiary; (ii) all Companies House web filing service details, including the relevant sign in e-mail address, security code and company authentication code; (iii) all deeds, certificates and other documents of title to the assets of the Purchased Subsidiaries, including registration certificates; (xviii) a duly executed IRS Form W-9 certifying that such Seller Equity is a U.S. person and Debt Holder Consents”)is exempt from backup withholding; (xix) payoff letters with respect to the Paid-Off Indebtedness, in form and substance reasonably satisfactory to the Buyer; (xx) the Escrow Agreement, duly executed by the Seller; and (xvxxi) such other customary instruments of transfer, assumption, filings or documentsrestrictive covenant agreements, in form and substance reasonably satisfactory to the Buyer, duly executed by the individuals listed on Schedule 3.2(a)(xxi), (xxii) such other documents and things as Buyer may be required properly and reasonably request to give effect to implement the transactions contemplated by this Agreement. (b) At or prior to the Closing, Seller shall procure that a board meeting of each Purchased Subsidiary is held at which: (i) the share transfers referred to in Section 2.1 and Section 3.2(a)(x) in respect of each Purchased Subsidiary’s Purchased Subsidiary Equity is approved, subject only to stamping; (ii) the director and secretary resignations referred to in Section 3.2(a)(xv) in respect of that Purchased Subsidiary are noted and approved; (iii) Buyer’s nominees to the board of each Purchased Subsidiary are appointed as directors of the Purchased Subsidiaries; (iv) existing authorities and instructions to bankers for the operation of bank accounts of each Purchased Subsidiary are issued in the terms required by Buyer; (v) at which the existing issued and allotted share capital of each Purchased Subsidiary is confirmed; and (vi) all other matters, including execution and delivery of such other transaction documents as are contemplated by this Agreement and as Buyer may reasonable request to be delivered, are approved by each Purchased Subsidiary. (c) At the Closing, Buyer shall deliver deliver, or cause to the be delivered, to Seller the following: (i) the portion of the Purchase Price due at Closing and payable to Seller in accordance with Section 2.052.8; (ii) the Xxxx of Sale duly executed by Buyer and UK Buyer; (iii) the Buyer Closing Certificate; (iv) the certificates of duly authorized officers of Buyer required by Section 7.3(e) and Section 7.3(f); (v) the Intellectual Property Assignment duly executed by Buyer; (vi) the Transition Services Agreement duly executed by Buyer; (vii) the Noncompetition and Nonsolicitation Agreement duly executed by Buyer; and (viii) the Escrow Agreement duly executed by the Buyer; (iii) the Assignment and Assumption Agreement duly executed by the Buyer; (iv) the Assignment of Indebtedness duly executed by the Buyer; (v) with respect to each Lease, an Assignment and Assumption of Lease duly executed by the Buyer; (vi) the Loan Agreement duly executed by VOXX Buyer and the Buyer; (vii) the Registration Rights Agreements duly executed by VOXX and/or the Buyer, as applicable; (viii) the LLC Agreement duly executed by VOXX and the Buyer; (ix) the Buyer Closing Certificate; and (x) the certificates of the Secretary or Assistant Secretary of the Buyer required in accordance with Section 7.03(h)Escrow Agent. (c) At the Closing, the Buyer shall deliver the Escrow Amount to the Escrow Agent pursuant to the Escrow Agreement.

Closing Deliverables. (a) At the Closing, the Seller shall deliver to the Buyer the following: (i) the Escrow Agreement duly executed by the Seller; (ii) a xxxx of sale in a form mutually agreed upon by Buyer and substance satisfactory to the Buyer Seller (the “Xxxx of Sale”) and duly executed by the Seller, transferring the tangible personal property Tangible Personal Property included in the Purchased Assets to the Buyer; (iiiii) an assignment and assumption agreement in a form mutually agreed upon by Buyer and substance satisfactory to the Buyer Seller (the “Assignment and Assumption Agreement”) and duly executed by the Seller, effecting the assignment to and assumption by the Buyer of the Purchased Assets and the Assumed Liabilities; (iii) with respect to each parcel of Purchased Real Property, a special warranty deed (or equivalent thereof) substantially in the form attached hereto as Exhibit F (each, a “Louisiana Deed”), duly executed and notarized by Seller; (iv) an assignment in form and substance satisfactory to agreement for the temporary transitional use of certain Excluded Assets by Buyer and certain Purchased Assets by Seller, in the form attached hereto as Exhibit G (the “Transition Services Agreement”), duly executed by the Seller, transferring all of the Seller’s right, title and interest in and to the Intellectual Property Assets to the Buyer (the “Intellectual Property Assignments”); (v) with respect to each Lease, an Assignment and Assumption of Lease in form and substance satisfactory to the Buyer (each, an “Assignment and Assumption of Lease”) and Splendora Notes Option duly executed by the Seller; (vi) with respect to the Seller Debt, payoff letters and evidence of the termination of all Encumbrances on the Purchased Assets other than Permitted Encumbrances, in form and substance satisfactory to the Buyer. (vii) a legal opinion of the Parent’s Puerto Rico counsel, in form and substance satisfactory to the Buyer, with respect to (a) the existence of the Parent under Puerto Rico Law, (b) the authority and authorization of the Seller to execute and deliver this Agreement and the other agreements and documents contemplated hereunder and to consummate the transactions contemplated hereunder, and (c) the due and valid execution of this Agreement. (viii) the applicable Registration Rights Splendora Assignment Agreement duly executed by Seller and Splendora, which shall contain a written consent to the SellerSplendora Notes Option and the assignment of the Splendora Servicing Agreements from Seller to Buyer; (ix) the LLC Agreement duly executed by the Seller and each other party thereto other than the Buyer and VOXX; (x) the Seller Closing Certificate; (xivii) the FIRPTA Certificate; (xiiviii) the certificates a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of Seller certifying that attached thereto are true and complete copies of (A) Seller’s certificate of incorporation, (B) Seller’s bylaws, (C) a certificate from the Secretary of State of each of the Seller required by Section 7.02(j); States of Oregon, Texas and Louisiana evidencing Seller’s good standing in such State, and (xiii) the 2014 Audited Financial Statements; provided, however, that the Seller shall not be required to make such delivery in the event that the Buyer fails to pay all costs and expenses in connection with the preparation of the 2014 Audited Financial Statements in accordance with Section 6.21; (xivD) all consents resolutions adopted by the board of third parties required for directors of Seller authorizing the Seller to enter into execution, delivery and performance of this Agreement and the transactions contemplated by this Agreement, the LLC 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, and certifying the names and signatures of the officers of Seller authorized to sign this Agreement, the Transaction Documents and the other documents to be delivered hereunder and thereunder; (ix) a certificate, dated the Closing Date and signed by a duly authorized officer of Seller, that each of the conditions set forth in Section 6.2(a) and Section 6.2(b) have been satisfied (the “Seller Closing Certificate”); (x) the Illustrative Allocation, duly executed by Seller; (xi) the Escrow Agreement, duly executed by Seller and the Escrow Agent; (xii) the Texas Real Property Agreements, duly executed by Seller; and (xiii) all consents, authorizations, orders, releases, and approvals set forth on Schedule 3.2(a)(xiii) (the “Required Consents”), including but not limited to the requisite consents of the Seller’s equity holders and debt holders (the “Seller Equity and Debt Holder Consents”); and (xv) such other customary instruments of transfer, assumption, filings or documents, in form and substance reasonably satisfactory to the Buyer, as may be required to give effect to this Agreement. (b) At the Closing, the Buyer shall deliver to the Seller the following: (i) the Purchase Price in accordance with Section 2.05Price; (ii) the Escrow Agreement duly executed by the Buyer; (iii) the Assignment and Assumption Agreement duly executed by Buyer; (iii) the Splendora Assignment Agreement duly executed by Buyer; (iv) the Assignment of Indebtedness Transition Services Agreement, duly executed by the Buyer; (v) with respect to each Leasea certificate of the Secretary or an Assistant Secretary (or equivalent officer) of Buyer certifying that attached thereto are true and complete copies of (A) Buyer’s certificate of formation, an Assignment (B) Buyer’s limited liability company agreement, and Assumption of Lease duly executed (C) all resolutions adopted by the Buyermembers and managers 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 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 certifying the names and signatures of the officers of Buyer authorized to sign this Agreement, the Transaction Documents and the other documents to be delivered hereunder and thereunder; (vi) a certificate, dated the Loan Agreement Closing Date and signed by a duly executed by VOXX authorized officer of Buyer, that each of the conditions set forth in Section 6.3(a) and Section 6.3(b) have been satisfied (the Buyer“Buyer Closing Certificate”); (vii) the Registration Rights Agreements a sales tax resale certificate duly executed by VOXX and/or Buyer with respect to the Buyer, as applicable;Inventory; and (viii) the LLC Agreement Illustrative Allocation, duly executed by VOXX and the Buyer; (ix) the Buyer Closing CertificateTexas Real Property Agreements, duly executed by Buyer; and (x) the certificates of the Secretary or Assistant Secretary of the Escrow Agreement, duly executed by Buyer required in accordance with Section 7.03(h). (c) At the Closing, the Buyer shall deliver and the Escrow Amount to the Escrow Agent pursuant to the Escrow AgreementAgent.

Closing Deliverables. (a) No sooner than seven (7) or later than five (5) Business Days prior to the Closing Date, the Company shall deliver to SPAC (i) a written report setting forth a list of Company Transaction Expenses, (ii) to the extent such Company Transaction Expenses are expected to remain unpaid as of the close of business on the Business Day immediately preceding the Closing Date, written invoices and wire transfer instructions for the payment thereof, and (iii) a written statement (the “Closing Statement”) prepared in accordance with IFRS and the definitions set forth in this Agreement, and based on the most recent ascertainable financial information of the Group Companies, the Company’s good faith estimates of the (x) Company Closing Cash, (y) Company Closing Indebtedness, and (z) the resulting Equity Value. SPAC shall be entitled to review and make reasonable comments and revisions to the Closing Statement. The Closing Statement (A) shall be subject to the reasonable review and comment of SPAC (provided that the Company will reasonably cooperate with SPAC in the review of the Closing Statement, including providing SPAC and its Representatives with reasonable access to the relevant books, records and employees of the Group Companies in order for SPAC to review the Closing Statement, and will in good faith consider any such comments from SPAC), and (B) following any revisions based on the Company’s good faith consideration of any comments from SPAC, shall be binding for all purposes under this Agreement, including for purposes of determining the Equity Value. (b) No sooner than seven (7) or later than five (5) Business Days prior to the Closing Date, SPAC shall deliver to the Company (i) a written report setting forth a list of SPAC Transaction Expenses that have been incurred and expected to remain unpaid as of the close of business on the Business Day immediately preceding the Closing Date, (ii) written invoices and wire transfer instructions for the payment thereof and (iii) its good faith estimate of the aggregate amount of the Permitted Financing Proceeds. (c) At the Closing, the Seller shall deliver to the Buyer the following: (i) PubCo shall deliver or cause to be delivered to SPAC: (1) evidence of the Escrow appointment of the Sponsor Director as a director on the board of directors of PubCo, effective as of the SPAC Merger Effective Time; (2) the Assignment and Assumption Agreement, duly executed by PubCo; and (3) the Registration Rights and Lock-Up Agreement duly executed by PubCo and each of the SellerCompany Shareholders; (ii) a xxxx of sale in form and substance satisfactory to the Buyer (the “Xxxx of Sale”) duly executed by the Seller, transferring the tangible personal property included in the Purchased Assets to the Buyer; (iii) an assignment and assumption agreement in form and substance satisfactory to the Buyer (the “Assignment and Assumption Agreement”) duly executed by the Seller, effecting the assignment to and assumption by the Buyer of the Purchased Assets and the Assumed Liabilities; (iv) an assignment in form and substance satisfactory to the Buyer and duly executed by the Seller, transferring all of the Seller’s right, title and interest in and to the Intellectual Property Assets to the Buyer (the “Intellectual Property Assignments”); (v) with respect to each Lease, an Assignment and Assumption of Lease in form and substance satisfactory to the Buyer (each, an “Assignment and Assumption of Lease”) and duly executed by the Seller; (vi) with respect to the Seller Debt, payoff letters and evidence of the termination of all Encumbrances on the Purchased Assets other than Permitted Encumbrances, in form and substance satisfactory to the Buyer. (vii) a legal opinion of the Parent’s Puerto Rico counsel, in form and substance satisfactory to the Buyer, with respect to (a) the existence of the Parent under Puerto Rico Law, (b) the authority and authorization of the Seller to execute and deliver this Agreement and the other agreements and documents contemplated hereunder and to consummate the transactions contemplated hereunder, and (c) the due and valid execution of this Agreement. (viii) the applicable Registration Rights Agreement duly executed by the Seller; (ix) the LLC Agreement duly executed by the Seller and each other party thereto other than the Buyer and VOXX; (x) the Seller Closing Certificate; (xi) the FIRPTA Certificate; (xii) the certificates of the Secretary or Assistant Secretary of the Seller required by Section 7.02(j); (xiii) the 2014 Audited Financial Statements; provided, however, that the Seller shall not be required to make such delivery in the event that the Buyer fails to pay all costs and expenses in connection with the preparation of the 2014 Audited Financial Statements in accordance with Section 6.21; (xiv) all consents of third parties required for the Seller to enter into this Agreement and the transactions contemplated by this Agreement, the LLC Agreement and the other Transaction Documents (the “Required Consents”), including but not limited to the requisite consents of the Seller’s equity holders and debt holders (the “Seller Equity and Debt Holder Consents”); and (xv) such other customary instruments of transfer, assumption, filings or documents, in form and substance reasonably satisfactory to the Buyer, as may be required to give effect to this Agreement. (b) At the Closing, the Buyer SPAC shall deliver or cause to the Seller the followingbe delivered to PubCo: (i) the Purchase Price in accordance with Section 2.05; (ii) the Escrow Agreement duly executed by the Buyer; (iii1) the Assignment and Assumption Agreement duly executed by the Buyer;SPAC and Continental; and (iv2) the Assignment of Indebtedness Registration Rights and Lock-Up Agreement duly executed by the BuyerSponsor and the other parties thereto (other than PubCo and the Company Shareholders); (viii) with respect The SPAC Merger Surviving Corporation (as the surviving corporation in the SPAC Merger) shall: (1) cause any documents, opinions and notices required to each Lease, an Assignment and Assumption of Lease duly executed by be delivered to the BuyerTrustee pursuant to the Trust Agreement to be so delivered; (vi2) pay, or cause the Loan Trustee to pay at the direction and on behalf of the SPAC Merger Surviving Corporation, by wire transfer of immediately available funds from the Trust Account in the following order of priority: (A) first, as and when due all amounts payable on account of the SPAC Stockholder Redemption Amount to former SPAC Stockholders pursuant to their exercise of the SPAC Stockholder Redemption Right, (B) then, all accrued and unpaid SPAC Transaction Expenses and Company Transaction Expenses, and (C) immediately thereafter, any and all remaining amounts then available in the Trust Account (if any) (the “Remaining Trust Fund Proceeds”) to a bank account designated by the Company Merger Surviving Corporation for its immediate use, subject to this Agreement duly executed by VOXX and the Buyer; (vii) the Registration Rights Agreements duly executed by VOXX and/or the Buyer, as applicable; (viii) the LLC Agreement duly executed by VOXX and the Buyer; (ix) the Buyer Closing CertificateTrust Agreement; and (x3) thereafter, terminate the certificates of Trust Account, except as otherwise provided in the Secretary or Assistant Secretary of the Buyer required in accordance with Section 7.03(h). (c) At the Closing, the Buyer shall deliver the Escrow Amount to the Escrow Agent pursuant to the Escrow Trust Agreement.

Closing Deliverables. (a) At the Closing, the Seller shall deliver to the Buyer the following: (i) the Escrow Agreement duly executed by the Seller; (ii) a xxxx of sale in the form and substance satisfactory to the Buyer attached hereto as Exhibit B (the “Xxxx of Sale”) and duly executed by the Seller, transferring the tangible personal property included in the Purchased Assets to the Buyer; (iiiii) an assignment and assumption agreement in the form and substance satisfactory to the Buyer attached hereto as Exhibit C (the “Assignment and Assumption Agreement”) and duly executed by the Seller, effecting the assignment to and assumption by the Buyer of the Assumed Contracts, the Purchased Assets Rights and the Business Records and the Assumed Liabilities; (iviii) an intellectual property assignment agreement in the form attached hereto as Exhibit D (the “Intellectual Property Assignment Agreement” and, together with this Agreement, the Xxxx of Sale, the Assignment and substance satisfactory to Assumption Agreement, the Buyer Transition Services Agreement and the Escrow Agreement, the “Transaction Documents”) and duly executed by the Seller, transferring with respect to the assignment to Buyer of all of the Seller’s right, title and interest in and to the Purchased Intellectual Property Assets to Property; (iv) the Buyer (Transition Services Agreement in the “Intellectual Property Assignments”)form attached hereto as Exhibit E duly executed by Seller; (v) with respect to each Lease, an Assignment and Assumption of Lease in form and substance satisfactory to the Buyer (each, an “Assignment and Assumption of Lease”) and a duly executed by Form W-9 indicating Seller is not subject to withholding obligations that would apply to payment of the SellerPurchase Price; (vi) with respect to the Seller Debt, payoff letters and evidence of the termination of all Encumbrances on the Purchased Assets other than Permitted Encumbrances, in form and substance satisfactory to the Buyer.Escrow Agreement duly executed by Seller; and (vii) a legal opinion of the Parent’s Puerto Rico counsel, in form and substance satisfactory to the Buyer, with respect to (a) the existence of the Parent under Puerto Rico Law, (b) the authority and authorization of the Seller to execute and deliver this Agreement and the other agreements and documents contemplated hereunder and to consummate the transactions contemplated hereunder, and (c) the due and valid execution of this Agreement. (viii) the applicable Registration Rights Agreement duly executed by the Seller; (ix) the LLC Agreement duly executed by the Seller and each other party thereto other than the Buyer and VOXX; (x) the Seller Closing Certificate; (xi) the FIRPTA Certificate; (xii) the certificates certificate of the Secretary or an Assistant Secretary (or equivalent officer) of Seller (A) attaching (i) a copy of its certificate of incorporation, certified by the Secretary of the Seller required by Section 7.02(j); State of Delaware, (xiiiii) a certificate, as of the most recent practicable date, of the Secretary of the State of Delaware as to its good standing and (iii) certificates, as of the most recent practicable date, as to its good standing from each foreign jurisdiction in which it is qualified to conduct business as a foreign corporation, and (B) certifying as to (i) the 2014 Audited Financial Statements; provided, however, that the Seller shall not be required to make such delivery in the event that the Buyer fails to pay all costs and expenses in connection with the preparation resolutions of the 2014 Audited Financial Statements board of directors and stockholders of Seller (as applicable) duly adopted and in accordance with Section 6.21; (xiv) all consents effect, which authorize the execution, delivery and performance of third parties required for the Seller to enter into this Agreement and the transactions contemplated by hereby, and (ii) the names and signatures of the officers of Seller authorized to sign this Agreement, the LLC Agreement and the other Transaction Documents (the “Required Consents”), including but not limited documents to the requisite consents of the Seller’s equity holders and debt holders (the “Seller Equity and Debt Holder Consents”); and (xv) such other customary instruments of transfer, assumption, filings or documents, in form and substance reasonably satisfactory to the Buyer, as may be required to give effect to this Agreementdelivered hereunder. (b) At the Closing, the Buyer shall deliver to the Seller the following: (i) the Purchase Price in accordance with Section 2.05Price, as adjusted by the Inventory Adjustment Amount, less the Escrow Amount; (ii) the Escrow Agreement duly executed by the Buyer; (iii) the Assignment and Assumption Agreement duly executed by Buyer; (iii) the Transition Services Agreement duly executed by Buyer; (iv) the Assignment of Indebtedness Escrow Agreement duly executed by the Buyer;; and (v) with respect to each Lease, an Assignment and Assumption of Lease duly executed by the Buyer; (vi) the Loan Agreement duly executed by VOXX and the Buyer; (vii) the Registration Rights Agreements duly executed by VOXX and/or the Buyer, as applicable; (viii) the LLC Agreement duly executed by VOXX and the Buyer; (ix) the Buyer Closing Certificate; and (x) the certificates a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of Buyer (A) attaching (i) a copy of its certificate of incorporation, certified by the Secretary of the State of Delaware, (ii) a certificate, as of the most recent practicable date, of the Secretary of the State of Delaware as to its good standing and (iii) certificates, as of the most recent practicable date, as to its good standing from each foreign jurisdiction in which it is qualified to conduct business as a foreign corporation, and (B) certifying as to (i) the 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 (ii) the names and signatures of the officers of Buyer required in accordance with Section 7.03(h)authorized to sign this Agreement and the documents to be delivered hereunder. (c) At the Closing, the Buyer shall deliver the Escrow Amount to the Escrow Agent pursuant to the Escrow Agreement.

Closing Deliverables. (a) At the Initial Closing, the Seller shall deliver to the Buyer Buyers the following: (i) the Escrow Agreement purchase order related to the Purchased Assets identified on Schedule A. duly executed by Seller, transferring the SellerPurchased Assets identified on Schedule A to Buyers upon the applicable Closing Date; (ii) a xxxx of sale in form and substance satisfactory the purchase order related to the Buyer (Purchased Assets identified on Schedule A as the “Xxxx of Sale”) LM Pilot Run” duly executed by the Seller, transferring the tangible personal property included in the Purchased Assets identified on Schedule A as the “LM Pilot Run” to Buyers as of the BuyerInitial Closing; (iii) an assignment and assumption agreement in form and substance satisfactory to the Buyer (the “Assignment and Assumption Agreement”) duly executed by the Seller, effecting the assignment to and assumption by the Buyer of the Purchased Assets and the Assumed Liabilities; (iv) an assignment in form and substance satisfactory to the Buyer and duly executed by the Seller, transferring all of the Seller’s right, title and interest in and to the Intellectual Property Assets to the Buyer (the “Intellectual Property Assignments”); (v) with respect to each Lease, an Assignment and Assumption of Lease in form and substance satisfactory to the Buyer (each, an “Assignment and Assumption of Lease”) and duly executed by the Seller; (vi) with respect to the Seller Debt, payoff letters and evidence of the termination of all Encumbrances on the Purchased Assets other than Permitted Encumbrances, in form and substance satisfactory to the Buyer. (vii) a legal opinion of the Parent’s Puerto Rico counsel, in form and substance satisfactory to the Buyer, with respect to (a) the existence of the Parent under Puerto Rico Law, (b) the authority and authorization of the Seller to execute and deliver this Agreement and the other agreements and documents contemplated hereunder and to consummate the transactions contemplated hereunder, and (c) the due and valid execution of this Agreement. (viii) the applicable Registration Rights Agreement duly executed by the Seller; (ix) the LLC Agreement duly executed by the Seller and each other party thereto other than the Buyer and VOXX; (x) the Seller Closing Certificate; (xi) the FIRPTA Certificate; (xii) the certificates of the Secretary or Assistant Secretary of the Seller required by Section 7.02(j); (xiii) the 2014 Audited Financial Statements; provided, however, that the Seller shall not be required to make such delivery in the event that the Buyer fails to pay all costs and expenses in connection with the preparation of the 2014 Audited Financial Statements in accordance with Section 6.21; (xiv) all consents of third parties required for the Seller to enter into this Agreement and the transactions contemplated by this Agreement, the LLC Agreement and the other Transaction Documents (the “Required Consents”), including but not limited to the requisite consents of the Seller’s equity holders and debt holders (the “Seller Equity and Debt Holder Consents”); and (xv) such other customary instruments of transfer, assumption, filings or documentsdocuments related to the Purchased Assets identified on Schedule A as the “DMTX Pilot Run” and “LM Pilot Run”, in form and substance reasonably satisfactory to the BuyerBuyers, as may be required to give effect to the transactions contemplated by this Agreement. (b) At the Initial Closing, the Buyer Buyers shall deliver to the Seller the following: (i) the Purchase Price in accordance with Section 2.05purchase order related to all Purchased Assets identified on Schedule A, duly executed by each Buyer, transferring the Purchased Assets identified on Schedule A to Buyers upon the applicable Closing Date; (ii) the Escrow Agreement purchase order related to the Purchased Assets identified on Schedule A as the “LM Pilot Run,” duly executed by each Buyer, for the Buyer;Seller to transfer the Purchased Assets identified on Schedule A as the "2nd batch" to Buyers as of the Initial Closing; and (iii) the Assignment a letter of credit, issued by a creditworthy bank and Assumption Agreement duly executed by the Buyer; (iv) the Assignment of Indebtedness duly executed by the Buyer; (v) with respect in a form acceptable to each LeaseSeller in both parties’ reasonable judgment, in an Assignment and Assumption of Lease duly executed by the Buyer; (vi) the Loan Agreement duly executed by VOXX and the Buyer; (vii) the Registration Rights Agreements duly executed by VOXX and/or the Buyer, as applicable; (viii) the LLC Agreement duly executed by VOXX and the Buyer; (ix) the Buyer Closing Certificate; and (x) the certificates of the Secretary or Assistant Secretary of the Buyer required in accordance with Section 7.03(h)amount equal to US$1,889,283. (c) At the Second Closing, the Buyer Seller shall deliver to Buyers the Escrow Amount following: (i) the purchase order related to all Purchased Assets identified on Schedule A as the “DMTX 2nd batch” duly executed by Seller, transferring the Purchased Assets identified on Schedule A as the "3rd batch" to Buyers as of the Second Closing; and (ii) other customary instruments of transfer, filings or documents related to the Escrow Agent pursuant Purchased Assets identified on Schedule A as the “DMTX 2nd batch”, in form and substance reasonably satisfactory to Buyers, as may be required to give effect to the Escrow transactions contemplated by this Agreement. (d) At the Second Closing, Buyers shall deliver to Seller the following: (i) the purchase order related to the to the Purchased Assets identified on Schedule A as the “DMTX 2nd batch” duly executed by each Buyer, for the Seller to transfer the Purchased Assets identified on Schedule A as the “DMTX 2nd batch” to Buyers as of the Second Closing; and (ii) a letter of credit, issued by a creditworthy bank and in a form acceptable to Seller in both parties’ reasonable judgment, in an amount equal to US$1,780,360. (e) At the Third Closing, Seller shall deliver to Buyers the following: (i) the purchase order related to the Purchased Assets identified on Schedule A as the “LM 2nd batch” duly executed by Seller, transferring the Purchased Assets identified on Schedule A as the "LM 2nd batch " to Buyers as of the Third Closing; and (ii) other customary instruments of transfer, filings or documents related to the Purchased Assets identified on Schedule A as the “LM 2nd batch”, in form and substance reasonably satisfactory to Buyers, as may be required to give effect to the transactions contemplated by this Agreement (together with this Agreement, the Contract Manufacturing Agreement, the Transition Services Agreement and the agreements referenced in items (a), (b), (c), (d) and (e) above and (f) below, the "Transaction Documents"). (f) At the Third Closing, Buyers shall deliver to Seller the following: (i) the purchase order related to the Purchased Assets identified on Schedule A as the “LM 2nd batch” duly executed by each Buyer, for the Seller to transfer the Purchased Assets identified on Schedule A as the "LM 2nd batch" to Buyer as of the Third Closing; and (ii) a letter of credit, issued by a creditworthy bank and in a form acceptable to Seller in both parties’ reasonable judgment, in an amount equal to US$1,404,868. (g) Each of Seller and Buyers confirm that concurrently with the execution and delivery of this Agreement, each of Seller and Buyers shall execute and deliver to the other Parties (i) the Contract Manufacturing Agreement duly executed by the respective Party and (ii) the Transition Services Agreement duly executed by EA and Buyers.

Closing Deliverables. (a) At the Closing, the Seller Company shall deliver deliver, or cause to the Buyer the followingbe delivered: (ia) to the Escrow Agreement Lead Purchaser, evidence that the Series D Preferred Stock Certificate of Designation, setting forth the rights, preferences, privileges and obligations of the Series D Preferred Stock, has been duly filed with the Secretary of State of Delaware; (b) to the Lead Purchaser, an amendment to the Common Stock Purchase Warrant, issued to Lead Purchaser on June 30, 2015, extending the maturity date therein for an additional two (2) years and adding an equity cap in respect of the exercise of the Common Stock Purchase Warrant into Common Stock of the Company, duly executed by the Seller;Company and effective as of the Closing;1 (iic) a xxxx of sale in form and substance satisfactory to the Buyer Lead Purchaser, that certain Pledge Agreement, dated as of the date hereof, by and among the Company, Lead Purchaser and Kox X. Xxxxxxxx (“K.X. Xxxxxxxx”) (the “Xxxx of SalePledge Agreement”) ), duly executed by the Seller, transferring Company and K.X. Xxxxxxxx xnd effective as of the tangible personal property included in the Purchased Assets to the BuyerClosing; (iiid) an assignment and assumption agreement in form and substance satisfactory to the Buyer Lead Purchaser, evidence that a first priority security interest in the Collateral (as defined in the “Assignment Pledge Agreement) has been created and Assumption perfected in favor of the Lead Purchaser or its designee, in the manner contemplated by the Pledge Agreement”, effective as of the Closing; (e) to the Lead Purchaser, an amendment to the Registration Rights Agreement, dated June 30, 2015, between the Company and Lead Purchaser, duly executed by the SellerCompany, effecting the assignment granting to and assumption by the Buyer Lead Purchaser customary registration rights effective as of the Purchased Assets and the Assumed LiabilitiesClosing; (ivf) an assignment in form and substance satisfactory to the Buyer Lead Purchaser, a Satisfaction of Note and Release, dated effective at least one day prior to the Initial Closing, between the Company and Equity Trust Company Custodian FBO Mixxxxx X. Xxxxxx/Xcct. # Z136793, duly executed by the Seller, transferring all of the Seller’s right, title and interest in and to the Intellectual Property Assets to the Buyer (the “Intellectual Property Assignments”)parties thereto; (vg) with respect to each Leasethe Lead Purchaser, an Assignment and Assumption of Lease in form and substance (i) evidence reasonably satisfactory to the Buyer (each, an “Assignment and Assumption Lead Purchaser of Lease”) and duly executed payment of the amounts set forth on the Draw Summary to the extent such amounts were paid in full by the Seller; (vi) with respect Company prior to the Seller Debt, payoff letters and evidence of the termination of all Encumbrances on the Purchased Assets other than Permitted Encumbrances, in form and substance satisfactory to the Buyer. (vii) a legal opinion of the Parent’s Puerto Rico counsel, in form and substance satisfactory to the Buyer, with respect to (a) the existence of the Parent under Puerto Rico Law, (b) the authority and authorization of the Seller to execute and deliver this Agreement and the other agreements and documents contemplated hereunder and to consummate the transactions contemplated hereunderClosing, and (cii) copies of invoices and other similar documentation evidencing the due and valid execution of this Agreement. (viii) amounts set forth on the applicable Registration Rights Agreement duly executed by Draw Summary, including the Seller; (ix) the LLC Agreement duly executed by the Seller and each other party thereto other than the Buyer and VOXX; (x) the Seller Closing Certificate; (xi) the FIRPTA Certificate; (xii) the certificates name of the Secretary or Assistant Secretary of the Seller required by Section 7.02(j); (xiii) the 2014 Audited Financial Statements; provided, however, that the Seller shall not be required to make such delivery in the event that the Buyer fails to pay all costs and expenses in connection with the preparation of the 2014 Audited Financial Statements in accordance with Section 6.21; (xiv) all consents of third parties required for the Seller to enter into this Agreement payee and the transactions contemplated by this Agreement, the LLC Agreement and the other Transaction Documents (the “Required Consents”), including but not limited to the requisite consents purpose of the Seller’s equity holders and debt holders (the “Seller Equity and Debt Holder Consents”)such payment; and (xvh) such other customary instruments of transfer, assumption, filings or documents, in form and substance documents reasonably satisfactory to the Buyer, as may be required to give effect to this Agreement. (b) At the Closing, the Buyer shall deliver to the Seller the following: (i) the Purchase Price in accordance with Section 2.05; (ii) the Escrow Agreement duly executed requested by the Buyer; (iii) the Assignment and Assumption Agreement duly executed by the Buyer; (iv) the Assignment of Indebtedness duly executed by the Buyer; (v) with respect to each Lease, an Assignment and Assumption of Lease duly executed by the Buyer; (vi) the Loan Agreement duly executed by VOXX and the Buyer; (vii) the Registration Rights Agreements duly executed by VOXX and/or the Buyer, as applicable; (viii) the LLC Agreement duly executed by VOXX and the Buyer; (ix) the Buyer Closing Certificate; and (x) the certificates of the Secretary or Assistant Secretary of the Buyer required in accordance with Section 7.03(h)Lead Purchaser. (c) At the Closing, the Buyer shall deliver the Escrow Amount to the Escrow Agent pursuant to the Escrow Agreement.

Closing Deliverables. (a) At the Closing, the Seller Company shall deliver to the Buyer the following: (i) the Escrow Agreement duly executed by the Seller; (ii) a xxxx bxxx of sale in form and substance satisfactory reasonably acceptable to the Buyer (the “Xxxx Bxxx of Sale”) and duly executed by the SellerCompany, transferring the tangible personal property included in the Purchased Assets to the Buyer; (iiiii) an assignment and assumption agreement in form and substance satisfactory reasonably acceptable to the Buyer (the “Assignment and Assumption Agreement”) and duly executed by the SellerCompany, effecting the assignment to to, and assumption by the by, Buyer of the Assigned Contracts and other intangible assets included in the Purchased Assets (other than the Purchased IP) and the Assumed Liabilities; (iii) [***]; (iv) an assignment and assumption agreement in form and substance satisfactory reasonably acceptable to Buyer (the Buyer “Intellectual Property Assignment”) and duly executed by the SellerCompany, transferring all of the SellerCompany’s right, title and interest in and to the Intellectual Property Assets Purchased IP to the Buyer (the “Intellectual Property Assignments”)Buyer; (v) with respect to each Leasethe Patent License Agreement, an Assignment dated March [__], 2018, by and Assumption of Lease in form between Buyer and substance satisfactory to the Buyer (each, an Company ( the “Assignment and Assumption of LeaseLicense Agreement”) and duly executed by the SellerCompany; (vi) sublicense agreements in form and substance reasonably acceptable to Buyer and duly executed by the Company, sublicensing patent rights and other rights pursuant to: (i) that certain License Agreement, dated November 24, 2015 as amended from time to time, by and among BioTime, Inc., a California corporation, ReCyte Therapeutics, Inc., a California corporation, and the Company to Buyer (such sublicense, the “BioTime and ReCyte Sublicense”); (ii) that certain License Agreement effective as of November 24, 2015, as amended from time to time, by and between ESI and the Company to Buyer (such sublicense, the “ESI Sublicense”); and (iii) that certain Amended and Restated Exclusive Patent License Agreement, dated as of March [●], 2018, between the Company and the Massachusetts Institute of Technology (such sublicense, the “MIT Sublicense” and, together with respect the BioTime and ReCyte Sublicense and the ESI Sublicense, collectively, the “Sublicenses”); (vii) copies of all consents, approvals, waivers and authorizations referred to the Seller Debt, payoff letters and evidence in Section 3.02 of the termination disclosure schedules attached hereto (“Disclosure Schedules”); (viii) a certificate pursuant to Treasury Regulations Section 1.1445-2(b) that the Company is not a foreign person within the meaning of all Encumbrances on Section 1445 of the Purchased Assets Internal Revenue Code duly executed by the Company; (ix) a certificate of the Secretary (or equivalent officer) of the Company certifying as to (A) the resolutions of the board of directors of the Company, 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 the Company authorized to sign this Agreement and the documents to be delivered hereunder; and (x) such other than Permitted Encumbrancescustomary instruments of transfer, assumption, filings or documents, in form and substance reasonably satisfactory to the Buyer. (vii) a legal opinion of the Parent’s Puerto Rico counsel, in form and substance satisfactory to the Buyer, with respect as may be required to (a) the existence of the Parent under Puerto Rico Law, (b) the authority and authorization of the Seller give effect to execute and deliver this Agreement and the other agreements and documents contemplated hereunder and to consummate the transactions contemplated hereunder, and (c) the due and valid execution of this Agreement. (viiib) At the Closing, Buyer shall deliver to the Company the following: (i) the applicable Registration Rights Purchase Price; (ii) the Assignment and Assumption Agreement duly executed by Buyer; (iii) [***]; (iv) the SellerBxxx of Sale duly executed by Buyer; (v) the Intellectual Property Assignment duly executed by Buyer; (vi) License Agreement duly executed by Buyer; (vii) the Sublicenses duly executed by Buyer; (viii) copies of all consents and authorizations referred to in Section 4.02 of the Disclosure Schedules; (ix) the LLC Agreement duly executed by the Seller and each other party thereto other than the Buyer and VOXX; (x) the Seller Closing Certificate; (xi) the FIRPTA Certificate; (xii) the certificates a certificate of the Secretary or Assistant Secretary (or equivalent officer) of Buyer certifying as to (A) the resolutions of the Seller required by Section 7.02(j); (xiii) board of directors of Buyer, duly adopted and in effect, which authorize the 2014 Audited Financial Statements; providedexecution, however, that the Seller shall not be required to make such delivery in the event that the Buyer fails to pay all costs and expenses in connection with the preparation performance of the 2014 Audited Financial Statements in accordance with Section 6.21; (xiv) all consents of third parties required for the Seller to enter into this Agreement and the transactions contemplated by hereby, and (B) the names and signatures of the officers of Buyer authorized to sign this Agreement, the LLC Agreement and the other Transaction Documents (the “Required Consents”), including but not limited documents to the requisite consents of the Seller’s equity holders and debt holders (the “Seller Equity and Debt Holder Consents”)be delivered hereunder; and (xvx) such other customary instruments of transfer, assumption, filings or documents, in form and substance reasonably satisfactory to the BuyerCompany, as may be required to give effect to this Agreement. (b) At the Closing, the Buyer shall deliver to the Seller the following: (i) the Purchase Price in accordance with Section 2.05; (ii) the Escrow Agreement duly executed by the Buyer; (iii) the Assignment and Assumption Agreement duly executed by the Buyer; (iv) the Assignment of Indebtedness duly executed by the Buyer; (v) with respect to each Lease, an Assignment and Assumption of Lease duly executed by the Buyer; (vi) the Loan Agreement duly executed by VOXX and the Buyer; (vii) the Registration Rights Agreements duly executed by VOXX and/or the Buyer, as applicable; (viii) the LLC Agreement duly executed by VOXX and the Buyer; (ix) the Buyer Closing Certificate; and (x) the certificates of the Secretary or Assistant Secretary of the Buyer required in accordance with Section 7.03(h). (c) At the Closing, the Buyer shall deliver the Escrow Amount to the Escrow Agent pursuant to the Escrow Agreement.

Closing Deliverables. (a) At the Closing, Seller is (and the Stockholders shall cause Seller shall deliver to) delivering to the Buyer the following: (i) the Escrow Agreement duly executed by the Seller; (ii) a xxxx bxxx of sale in form and substance satisfactory to the Buyer (the “Xxxx Bxxx of Sale”) and duly executed by the Seller, transferring the tangible personal property included in the Purchased Assets to the Buyer; (iii) an assignment and assumption agreement in form and substance satisfactory to the Buyer (the “Assignment and Assumption Agreement”) and duly executed by the Seller, effecting the assignment to and assumption by the Buyer of the Purchased Assets and the Assumed Liabilities; (iv) an assignment assignments in form and substance satisfactory to Buyer (the Buyer “Intellectual Property Assignments”) and duly executed by the Seller, transferring all of the Seller’s right, title and interest in and to the Intellectual Property Assets to the Buyer (the “Intellectual Property Assignments”)Buyer; (v) with respect to each Lease, an Assignment and Assumption of Lease in form and substance satisfactory to the Buyer (each, an “Assignment and Assumption of Lease”) and duly executed by the Seller; (vi) with respect to the Seller Debt, payoff letters and evidence of the termination of all Encumbrances on the Purchased Assets other than Permitted Encumbrances, in form and substance satisfactory to the Buyer.[Intentionally Deleted]; (vii) a legal opinion of the Parent’s Puerto Rico counselEmployment Agreement, in form and substance satisfactory to the Buyer, with respect to (a) the existence of the Parent under Puerto Rico Law, (b) the authority and authorization of the Seller to execute and deliver this Agreement and the other agreements and documents contemplated hereunder and to consummate the transactions contemplated hereunder, and (c) the due and valid execution of this Agreement.duly executed by PM; (viii) the applicable Registration Rights Restrictive Covenant Agreement (Seller) duly executed by the Buyer and Seller; (ix) the LLC Restrictive Covenant Agreement (PM) duly executed by the Seller and each other party thereto other than the Buyer and VOXXPM; (x) the Seller Closing CertificateRestrictive Covenant Agreement (EB) duly executed by Buyer and EB; (xi) [Intentionally Deleted.]; (xii) [Intentionally Deleted.]; (xiii) [Intentionally Deleted.]; (xiv) the FIRPTA Certificate; (xiixv) the certificates Certificates of the Secretary or Assistant Secretary of the Seller required by Section 7.02(j)Seller; (xiii) the 2014 Audited Financial Statements; provided, however, that the Seller shall not be required to make such delivery in the event that the Buyer fails to pay all costs and expenses in connection with the preparation of the 2014 Audited Financial Statements in accordance with Section 6.21; (xiv) all consents of third parties required for the Seller to enter into this Agreement and the transactions contemplated by this Agreement, the LLC Agreement and the other Transaction Documents (the “Required Consents”), including but not limited to the requisite consents of the Seller’s equity holders and debt holders (the “Seller Equity and Debt Holder Consents”); and (xvxvi) such other customary instruments of transfer, assumption, filings or documentsdocuments (including the Endorsements), in form and substance reasonably satisfactory to the Buyer, as may be required to give effect to this Agreement; (xvii) [Intentionally Deleted.] (xviii) [Intentionally Deleted.] (b) At the Closing, the Buyer shall deliver to the Seller the following: (i) the Purchase Price in accordance with Section 2.05less the Escrow Amount; (ii) the Escrow Agreement duly executed by the Buyer; (iii) the Assignment and Assumption Agreement duly executed by the Buyer; (iv) the Assignment of Indebtedness duly executed by the Buyer; (v) with respect to each Lease, an Assignment and Assumption of Lease duly executed by Buyer; (v) the Employment Agreement duly executed by Buyer; (vi) the Loan Agreement duly executed by VOXX and the Buyer[Intentionally Deleted.]; (vii) the Registration Rights Agreements duly executed by VOXX and/or the Buyer, as applicable[Intentionally Deleted.]; (viii) the LLC Agreement duly executed by VOXX and the Buyer; (ix) the Buyer Closing Certificate; and (x) the certificates of the Secretary or Assistant Secretary of the Buyer required in accordance with Section 7.03(h)Buyer; and (ix) [Intentionally Deleted.]. (c) At the Closing, the Buyer shall deliver is delivering the Escrow Amount to the Escrow Agent pursuant to the Escrow Agreement.

Closing Deliverables. (a) At the Closing, the Seller shall deliver to the Buyer the following: (i) acknowledgement from South State bank that the Escrow Agreement duly executed outstanding line of credit in the amount of $342,742.00 was paid in full along with a UCC release of any and all liens and/or security interest held by South State bank on any assets of the Seller;. (ii) a xxxx bxxx of sale in form and substance satisfactory to the Buyer (the “Xxxx Bxxx of Sale”) and duly executed by the Seller, transferring the tangible personal and intangible property included in the Purchased Assets to the Buyer; (iii) an assignment and assumption agreement in form and substance satisfactory to the Buyer (the “Assignment and Assumption Agreement”) and duly executed by the Seller, effecting the assignment to and assumption by the Buyer of the Purchased Assets and the Assumed LiabilitiesAssigned Contracts; (iv) an assignment one or more assignment(s) in form and substance satisfactory to Buyer (the Buyer “Intellectual Property Assignments”) and duly executed by the Seller, transferring all of the Seller’s right, title and interest in and to the Intellectual Property Assets to the Buyer (the “Intellectual Property Assignments”)Buyer; (v) with respect to each Lease, an Assignment and Assumption of Lease in form and substance satisfactory to the Buyer (each, each an “Assignment and Assumption of Lease”) and duly executed by the Seller; (vi) with respect to the Seller Debt, payoff letters and evidence of the termination of all Encumbrances on the Purchased Assets other than Permitted Encumbrances, in form and substance satisfactory to the Buyer. (vii) a legal opinion of the Parent’s Puerto Rico counsel, in form and substance satisfactory to the Buyer, with respect to (a) the existence of the Parent under Puerto Rico Law, (b) the authority and authorization of the Seller to execute and deliver this Agreement and the other agreements and documents contemplated hereunder and to consummate the transactions contemplated hereunder, and (c) the due and valid execution of this Agreement. (viii) the applicable Registration Rights Agreement duly executed by the Seller; (ix) the LLC Agreement duly executed by the Seller and each other party thereto other than the Buyer and VOXX; (x) the Seller Closing Certificate; (xi) the FIRPTA Certificate; (xii) the ; one or more certificates of the Secretary or Assistant Secretary (or equivalent officer) of Seller, (A) certifying that attached thereto are true and complete copies of all resolutions adopted by the board of directors, members and/or managers of Seller and Seller’s Executives authorizing the execution, delivery and performance of this Agreement and the Ancillary Documents and the consummation of the Seller required by Section 7.02(j); (xiii) transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all the 2014 Audited Financial Statements; provided, however, that the Seller shall not be required to make such delivery in the event that the Buyer fails to pay all costs and expenses resolutions adopted in connection with the preparation transaction contemplated hereby and thereby, and (B) certifying the names and signatures of the 2014 Audited Financial Statements in accordance with Section 6.21; (xiv) all consents officers of third parties required for the Seller authorized to enter into this Agreement and the transactions contemplated by sign this Agreement, the LLC Agreement Ancillary Documents and the other Transaction Documents (the “Required Consents”), including but not limited documents to the requisite consents of the Seller’s equity holders be delivered hereunder and debt holders (the “Seller Equity and Debt Holder Consents”); andthereunder; (xvvi) such other customary instruments of transfer, assumption, filings or documents, and evidence of the release of all Encumbrances on the Purchased Assets and the Assigned Contracts, in form and substance reasonably satisfactory to the Buyer, as may be required to give effect to this Agreement; (vii) all passwords, passcodes and log-in information necessary to access any electronic or online accounts or devices of the Business; (viii) all keys and lock alarm combinations applicable to any premises at which the Purchased Assets are located or the Business is conducted; (ix) all other books, records, information and other items included in the Purchased Assets and the Assigned Contracts to be conveyed to Buyer as contemplated in this Agreement; (x) all of the bulk sale documents and items referred to in Sections 3.1(j) and 3.5 above, including (without limitation) written certification from either the Seller’s independent certified public accountant or attorney that such bulk sale requirements have been fulfilled by Seller; (xi) the Executive Employment Agreements duly executed by each Executive; and (xii) any and all other documents reasonably requested by Buyer or its counsel to consummate Closing as contemplated in this Agreement. (b) At the Closing, the Buyer shall deliver to the Seller the following: (i) Any portion of the Purchase Price due upon IPO Closing as set forth in accordance with Section 2.051.4(a) (if by wire transfer, to an account designated writing by Seller to Buyer); (ii) the Escrow Agreement duly executed by the Buyer; (iii) the Assignment and Assumption Agreement duly executed by the Buyer; (iv) the Assignment of Indebtedness duly executed by the Buyer; (viii) with respect to each Lease, an Assignment and Assumption of Lease duly executed by the Buyer; (viiv) the Loan Agreement duly executed by VOXX and the Buyer; (vii) the Registration Rights Executive Employment Agreements duly executed by VOXX and/or the Buyer, as applicable; (viii) the LLC Agreement duly executed by VOXX and the Buyer; (ix) the Buyer Closing Certificate; and (xv) the certificates of the Secretary any other documents reasonably requested by Seller or Assistant Secretary of the Buyer required its counsel to consummate Closing as contemplated in accordance with Section 7.03(h). (c) At the Closing, the Buyer shall deliver the Escrow Amount to the Escrow Agent pursuant to the Escrow this Agreement.

Closing Deliverables. (a) At the Closing, the Seller shall deliver to the Buyer the following: (i) the Escrow Agreement duly executed by the Seller; (ii) a xxxx of sale in form and substance satisfactory to the Buyer (the “"Xxxx of Sale”") and duly executed by the Seller, transferring the tangible personal property included 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 to and the BuyerAssumed Liabilities; (iii) an assignment and assumption agreement in form and substance satisfactory to the Buyer (the “Drinx Assignment and Assumption Agreement”) and duly executed by the SellerDrinx Tec Inc. (“Drinx”), an Oregon corporation, Seller and Buyer, effecting the transfer and assignment to and assumption by the Buyer of the Purchased Assets distribution agreement related to the right to distribute the Pulpoloco branded products in the United States from Drinx to Seller and the Assumed Liabilitiessubsequently from Seller to Buyer; (iv) an assignment assignments in form and substance satisfactory to Buyer (the Buyer "Intellectual Property Assignments") and duly executed by the Seller, transferring all of the Seller’s 's right, title and interest in and to the Intellectual Property Assets trademark registrations and applications, patents and patent applications, copyright registrations and applications, domain name registrations, trade secret and other proprietary information included in the Purchased IP (as defined in Section 3.10) to the Buyer (the “Intellectual Property Assignments”)Buyer; (v) with respect to each Lease, an Assignment and Assumption of Lease a sublease in form and substance satisfactory to Seller and Buyer subleasing to Buyer the Buyer real property used by Seller in the operation of its business (each, an the “Assignment and Assumption of LeaseSublease”) and duly executed by the Seller; (vi) with respect copies of all consents, approvals, waivers and authorizations referred to the Seller Debt, payoff letters and evidence in Section 3.02 of the termination Disclosure Schedules, including the consent or resolutions of all Encumbrances on the Purchased Assets other than Permitted EncumbrancesSeller’s shareholders owning the majority voting power (the “Majority Shareholders”) and the consent or resolutions of the Seller’s board of directors approving this Transaction; (vii) a certificate of the Secretary or Assistant Secretary (or equivalent officer) of Seller certifying as to (A) the resolutions of the board of directors of Seller and its Majority Shareholders, 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; (viii) retention agreements in form and substance satisfactory to Buyer (the Buyer. (vii“Employee Retention Agreements”) a legal opinion of the Parent’s Puerto Rico counsel, in form and substance satisfactory to the Buyer, with respect to (a) the existence of the Parent under Puerto Rico Law, (b) the authority and authorization of the Seller to execute and deliver this Agreement and the other agreements and documents contemplated hereunder and to consummate the transactions contemplated hereunder, and (c) the due and valid execution of this Agreement. (viii) the applicable Registration Rights Agreement duly executed by each of the Sellernamed employees (the “Retained Employees”) set forth in Section 2.02 of the Disclosure Schedules; (ix) the LLC Agreement duly executed by the Seller and each other party thereto other than the Buyer and VOXX; (x) the Seller Closing Certificate; (xi) the FIRPTA Certificate; (xii) the certificates of the Secretary or Assistant Secretary of the Seller required by Section 7.02(j); (xiii) the 2014 Audited Financial Statements; provided, however, that the Seller shall not be required to make such delivery in the event that the Buyer fails to pay all costs and expenses in connection with the preparation of the 2014 Audited Financial Statements in accordance with Section 6.21; (xiv) all consents of third parties required for the Seller to enter into this Agreement and the transactions contemplated by this Agreement, the LLC Agreement and the other Transaction Documents (the “Required Consents”), including but not limited to the requisite consents of the Seller’s equity holders and debt holders (the “Seller Equity and Debt Holder Consents”); and (xv) such other customary instruments of transfer, assumption, filings or documents, in form and substance reasonably satisfactory to the Buyer, as may be required to give effect to this Agreement.; and (b) At the Closing, the Buyer shall deliver to the Seller the following: (i) the Purchase Price Cash by wire transfer of immediately available funds to an account designated in accordance with Section 2.05writing by Seller to Buyer; (ii) the Escrow Agreement Purchase Promissory Note duly executed by Buyer, Splash Nevada and Parent to Seller; (iii) the Sublease duly executed by Parent, Splash Nevada, and Buyer; (iiiiv) The Employee Retention Agreements, each duly executed by Buyer or Splash Nevada; (v) the Assignment and Assumption Agreement duly executed by the Buyer; (iv) the Assignment of Indebtedness duly executed by the Buyer; (v) with respect to each Lease, an Assignment Splash Nevada and Assumption of Lease duly executed by the BuyerParent; (vi) the Loan Agreement duly executed by VOXX and the Buyer; (vii) the Registration Rights Agreements duly executed by VOXX and/or the Buyer, as applicable; (viii) the LLC Agreement duly executed by VOXX and the Buyer; (ix) the Buyer Closing Certificate; and (x) the certificates 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 and the transactions contemplated hereby; and (B) the names and signatures of the officers of Buyer required in accordance with Section 7.03(h).authorized to sign this Agreement and the documents to be delivered hereunder; and (cvii) At the Closingsuch other customary instruments of assumption, the Buyer shall deliver the Escrow Amount filings or documents, in form and substance reasonably satisfactory to the Escrow Agent pursuant Seller, as may be required to the Escrow give effect to this Agreement.

Closing Deliverables. (a) At the Closing, the Seller shall deliver to the Buyer the following: (i) the Escrow Agreement duly executed by the Seller; (ii) a xxxx bill of sale in form and substance satisfactory to the Buyer (the “Xxxx Bill of Sale”) and duly executed by the Seller, transferring the tangible personal property included in the Purchased Assets to Buyer, free and clear of any and all liens, encumbrances, security interests, debts or taxes of any nature whatsoever. The Seller shall also produce an Affidavit of Title indicating the BuyerSeller’s authority to sell and transfer the Business Name and its assets. Finally, the Seller shall execute and deliver an assignment of the Nevada Corporation and assumed name of the Business to the Buyer and any other documents necessary to finalize this Agreement.; (iiiii) an assignment and assumption agreement in form and substance satisfactory to the Buyer (the “Assignment and Assumption Agreement”) and duly executed by the Seller, effecting the assignment to and assumption by the Buyer of the Purchased Assets and the Assumed Liabilities; (iviii) an assignment assignments in form and substance satisfactory to Buyer (the Buyer “Intellectual Property Assignments”) and duly executed by the Seller, transferring all of the Seller’s right, title and interest in and to the Intellectual Property Assets trademark registrations and applications, patents and patent applications, copyright registrations and applications, and domain name registrations included in the Assets/Purchased IP (as defined herein). These assignments to the Buyer (the “Intellectual Property Assignments”)include domain names, web site content, hemp research permits, hemp cultivation permits, hemp strain approval documentation, and permitted site leases to Buyer; (viv) with respect to each Lease, an Assignment and Assumption of Lease in form and substance satisfactory to the Buyer (each, an the “Assignment and Assumption of Lease”) and duly executed by Seller; (v) copies of all consents, approvals, waivers and authorizations referred to in Section 3.02 of the SellerDisclosure Schedules; (vi) a certificate pursuant to Treasury Regulations Section 1.1445-2(b) that Seller is not a foreign person within the meaning of Section 1445 of the Internal Revenue Code duly executed by Seller; (vii) tax clearance certificates from the taxing authorities in the jurisdictions that impose taxes on Seller or where Seller has a duty to file tax returns in connection with respect to the Seller Debt, payoff letters transactions contemplated by this Agreement and evidence of the termination payment in full or other satisfaction of all Encumbrances on the Purchased Assets other than Permitted Encumbrances, any taxes owed by Seller in form and substance satisfactory to the Buyer. (vii) a legal opinion of the Parent’s Puerto Rico counsel, in form and substance satisfactory to the Buyer, with respect to (a) the existence of the Parent under Puerto Rico Law, (b) the authority and authorization of the Seller to execute and deliver this Agreement and the other agreements and documents contemplated hereunder and to consummate the transactions contemplated hereunder, and (c) the due and valid execution of this Agreement.those jurisdictions; (viii) the applicable Registration Rights Agreement duly executed by the Seller; (ix) the LLC Agreement duly executed by the Seller and each other party thereto other than the Buyer and VOXX; (x) the Seller Closing Certificate; (xi) the FIRPTA Certificate; (xii) the certificates a certificate of the Secretary or Assistant Secretary (or equivalent officer) of Seller certifying as to (A) the resolutions of the Seller required by Section 7.02(j); (xiii) board of directors of Seller, duly adopted and in effect, which authorize the 2014 Audited Financial Statements; providedexecution, however, that the Seller shall not be required to make such delivery in the event that the Buyer fails to pay all costs and expenses in connection with the preparation performance of the 2014 Audited Financial Statements in accordance with Section 6.21; (xiv) all consents of third parties required for the Seller to enter into this Agreement and the transactions contemplated by hereby; and (B) the names and signatures of the officers of Seller authorized to sign this Agreement, the LLC Agreement and the other Transaction Documents (the “Required Consents”), including but not limited documents to the requisite consents of the Seller’s equity holders and debt holders (the “Seller Equity and Debt Holder Consents”); andbe delivered hereunder; (xvix) such other customary instruments of transfer, assumption, filings or documents, in form and substance reasonably satisfactory to the Buyer, as may be required to give effect to this Agreement.; and (b) At the Closing, the Buyer shall deliver to the Seller the following: (i) the Purchase Price in accordance with Section 2.05; (ii) the Escrow Agreement duly executed by the Buyer; (iii) the Assignment and Assumption Agreement duly executed by the BuyerBxxxx; (ivii) copies of all consents and authorizations referred to in Section 4.02 of the Assignment of Indebtedness duly executed by the BuyerDisclosure Schedules; (viii) with respect to each Lease, an Assignment and Assumption of Lease duly executed by the Buyer; (vi) the Loan Agreement duly executed by VOXX and the Buyer; (vii) the Registration Rights Agreements duly executed by VOXX and/or the Buyer, as applicable; (viii) the LLC Agreement duly executed by VOXX and the Buyer; (ix) the Buyer Closing Certificate; and (x) the certificates 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 and the transactions contemplated hereby; and (B) the names and signatures of the officers of Buyer required in accordance with Section 7.03(h)authorized to sign this Agreement and the documents to be delivered hereunder. (c) At the Closing, the Buyer shall deliver the Escrow Amount to the Escrow Agent pursuant to the Escrow Agreement.

Closing Deliverables. (a) At the Closing, the Seller shall deliver to the Buyer the following: (i) the Escrow Bxxx of Sale and Assignment and Assumption Agreement duly executed by the Seller; (ii) a xxxx of sale in form and substance satisfactory to the Buyer (the “Xxxx of Sale”) duly executed by the Seller, transferring the tangible personal property included in the Purchased Assets to the Buyer; (iii) an assignment Buyer and assumption agreement in form and substance satisfactory to the Buyer (the “Assignment and Assumption Agreement”) duly executed by the Seller, effecting the assignment to and assumption by the Buyer of the Purchased Assets and the Assumed Liabilities; (ivii) an assignment assignments, in form and substance mutually satisfactory to the Buyer and Seller (the “Intellectual Property Assignments”), duly executed by the Seller, transferring all of the Seller’s right, title and interest in and to the Intellectual Property Assets trademark registrations and applications, patents and patent applications, copyright registrations and applications and domain name registrations included in the Purchased IP (as defined in Section 3.11 below), if any, to the Buyer; (iii) a non-competition and non-solicitation agreement, in form and substance mutually satisfactory to Buyer and Seller (the “Intellectual Property AssignmentsNon-Competition Agreement”), duly executed by Seller and Stockholder; (iv) a lease agreement, in form and substance mutually satisfactory to Buyer and Seller (the “Real Property Lease”), duly executed by Chardan Properties, LLC, an Ohio limited liability company and affiliate of Seller, leasing the Real Property, together with all buildings, fixtures, structures and improvements situated thereon and all easements, rights-of-way and other rights and privileges appurtenant thereto; (v) with respect to each Leasea consulting agreement, an Assignment and Assumption of Lease in form and substance mutually satisfactory to Buyer and DJM Consulting, LLC (the Buyer (each“Consulting Agreement”), an “Assignment and Assumption of Lease”) and duly executed by DJM Consulting, LLC, governing the Sellerpost-Closing consulting relationship between Buyer and DJM Consulting, LLC; (vi) with respect to the Seller Debt, payoff letters and evidence of the termination copies of all Encumbrances on the Purchased Assets other than Permitted Encumbrancesconsents, approvals, waivers and authorizations referred to in form and substance satisfactory to the Buyer.Section 3.3 below; (vii) a legal opinion of the Parent’s Puerto Rico counsel, in form and substance satisfactory to the Buyer, with respect to (a) the existence of the Parent under Puerto Rico Law, (b) the authority and authorization of the Seller to execute and deliver this Agreement and the other agreements and documents contemplated hereunder and to consummate the transactions contemplated hereunder, and (c) the due and valid execution of this Agreement. (viii) the applicable Registration Rights Agreement duly executed by the Seller; (ix) the LLC Agreement duly executed by the Seller and each other party thereto other than the Buyer and VOXX; (x) the Seller Closing Certificate; (xi) the FIRPTA Certificate; (xii) the certificates certificate of the Secretary or Assistant Secretary of Seller certifying as to: (A) the resolutions of the Seller required by Section 7.02(j); (xiii) board of directors and sole stockholder of Seller, duly adopted and in effect, which authorize the 2014 Audited Financial Statements; providedexecution, however, that the Seller shall not be required to make such delivery in the event that the Buyer fails to pay all costs and expenses in connection with the preparation performance of the 2014 Audited Financial Statements in accordance with Section 6.21; (xiv) all consents of third parties required for the Seller to enter into this Agreement and the transactions contemplated by hereby; and (B) the names and signatures of the officers of Seller authorized to sign this Agreement, the LLC Agreement and the other Transaction Documents (the “Required Consents”), including but not limited documents to the requisite consents of the Seller’s equity holders and debt holders (the “Seller Equity and Debt Holder Consents”)be delivered hereunder; and (xvviii) such other customary instruments of transfer, assumption, filings or documents, in form and substance reasonably mutually satisfactory to the BuyerBuyer and Seller, as may be required to give effect to this Agreement. (b) At the Closing, the Buyer shall deliver to the Seller the following: (i) the Purchase Price Cash Consideration, by wire transfer of immediately available funds in accordance with Section 2.05the wire transfer instructions set forth in Schedule 2.2(b)(i) attached hereto; (ii) the Escrow Agreement Promissory Note, duly executed by the Buyer; (iii) the Bxxx of Sale and Assignment and Assumption Agreement Agreement, duly executed by the Buyer; (iv) the Assignment of Indebtedness Non-Competition Agreement, duly executed by the Buyer; (v) with respect to each the Real Property Lease, an Assignment and Assumption of Lease duly executed by the Buyer; (vi) the Loan Agreement Consulting Agreement, duly executed by VOXX and the Buyer;; and (vii) the Registration Rights Agreements duly executed by VOXX and/or the Buyer, as applicable; (viii) the LLC Agreement duly executed by VOXX and the Buyer; (ix) the Buyer Closing Certificate; and (x) the certificates a certificate of the Secretary or Assistant Secretary 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 and the transactions contemplated hereby; and (B) the names and signatures of the officers of Buyer required in accordance with Section 7.03(h)authorized to sign this Agreement and the documents to be delivered hereunder. (c) At the Closing, the Buyer shall deliver the Escrow Amount to the Escrow Agent pursuant to the Escrow Agreement.

Closing Deliverables. (a) At the Closing, the Seller shall deliver to the Buyer the following: (i) the Escrow Agreement duly executed by the Seller; (ii) a xxxx of sale in the form of Exhibit E hereto in form and substance satisfactory to the Buyer (the “"Xxxx of Sale”") and duly executed by the Seller, transferring the tangible personal property included in the Purchased Assets to the Buyer; (iiiii) an assignment and assumption agreement in the form of Exhibit F hereto in form and substance satisfactory to the Buyer (the “"Assignment and Assumption Agreement”") and duly executed by the Seller, effecting the assignment to and assumption by the Buyer of the Purchased Assets and the Assumed Liabilities; (iii) proof in form satisfactory to Buyer that the Purchased Assets are being sold free and clear of all encumbrances; (iv) an assignment in form and substance satisfactory to the Buyer and Seller Closing Certificate duly executed by the Seller, transferring all of the Seller’s right, title and interest in and to the Intellectual Property Assets to the Buyer (the “Intellectual Property Assignments”); (v) with respect to each Lease, an Assignment and Assumption the certificates of Lease in form and substance satisfactory to the Buyer (each, an “Assignment and Assumption of Lease”Seller required by Section 7.02(g) and duly executed by the Seller; (vi) with respect to an Assignment and Assumption Agreement for the Seller Debt, payoff letters Lease Agreement-Production in the form of Exhibit G ("Assignment and evidence Assumption of the termination of all Encumbrances on the Purchased Assets other than Permitted Encumbrances, in form and substance satisfactory to the Buyer.Lease-Production"); (vii) a legal opinion an Assignment and Assumption Agreement for the Lease Agreement-Warehouse in the form of the Parent’s Puerto Rico counsel, in form Exhibit H ("Assignment and substance satisfactory to the Buyer, with respect to (a) the existence Assumption of the Parent under Puerto Rico Law, (b) the authority and authorization of the Seller to execute and deliver this Agreement and the other agreements and documents contemplated hereunder and to consummate the transactions contemplated hereunder, and (c) the due and valid execution of this Agreement.Lease-Warehouse"); (viii) the applicable Registration Rights License Agreement duly executed by the Seller; (ix) executed corporate resolutions of the LLC Agreement duly executed by the Seller and each other party thereto other than the Buyer and VOXXSeller; (x) the Seller Closing Certificate; (xi) the FIRPTA Certificate; (xii) the certificates of the Secretary or Assistant Secretary of the Seller required by Section 7.02(j); (xiii) the 2014 Audited Financial Statements; provided, however, that the Seller shall not be required to make such delivery in the event that the Buyer fails to pay all costs and expenses in connection with the preparation of the 2014 Audited Financial Statements in accordance with Section 6.21; (xiv) all consents of third parties required for the Seller to enter into this Agreement and the transactions contemplated by this Agreement, the LLC Agreement and the other Transaction Documents (the “Required Consents”), including but not limited to the requisite consents of the Seller’s equity holders and debt holders (the “Seller Equity and Debt Holder Consents”); and (xv) such other customary instruments of transfer, assumption, filings or documents, in form and substance reasonably satisfactory to the Buyer, as may be required to give effect to this Agreement, including assignments of intellectual property or other Purchased Assets that require unique or separate instruments of conveyance. (b) At the Closing, the Buyer shall deliver to the Seller the following: (i) The portion of the Purchase Price in accordance with required to be delivered at the Closing pursuant to Section 2.052.06, payable by wire transfer of immediately available funds delivered to the account designated by Seller; (ii) the Escrow Agreement Xxxx of Sale duly executed by the Buyer; (iii) the Assignment and Assumption Agreement duly executed by the Buyer; (iv) the Assignment of Indebtedness Buyer Closing Certificate duly executed by the Buyer; (v) with respect to each Lease, an Assignment and Assumption executed company authorizations of Lease duly executed by the Buyer; (vi) the Loan License Agreement duly executed by VOXX and the Buyer; (vii) the Registration Rights Agreements duly Assignment and Assumption of Lease-Production and Assignment and Assumption of Lease-Warehouse, executed by VOXX and/or the Buyer, as applicable; (viii) the LLC Agreement duly executed certificate required by VOXX and the BuyerSection 7.03(f); (ix) an assumption of the Buyer Closing CertificatePinnacle Obligations, together with a release of Seller from any further obligation with respect thereto by the lawful holder thereof; and (x) the certificates evidence of termination of the Secretary or Assistant Secretary of the Buyer required in accordance with Section 7.03(h)Interim Finance Documents. (c) At the Closing, the Buyer shall deliver the Escrow Amount to the Escrow Agent pursuant to the Escrow Agreement.

Closing Deliverables. (a) At the Closing, the Seller shall deliver to the Buyer the following: (i) the Escrow Agreement duly executed by the Seller; (ii) a xxxx bxxx of sale in the form and substance satisfactory to the Buyer of Exhibit B hereto (the “Xxxx Bxxx of Sale”) duly executed by the Seller, transferring the tangible personal property included in the Purchased Assets to the Buyer; (iiiii) an assignment and assumption agreement in the form and substance satisfactory to the Buyer of Exhibit C hereto (the “Assignment and Assumption Agreement”) duly executed by the Seller, effecting the assignment to and assumption by the Buyer of the Purchased Assets and the Assumed Liabilities; (iviii) an assignment in form and substance satisfactory a certificate pursuant to Treasury Regulations Section 1.1445-2(b) that Seller is not a foreign person within the Buyer and meaning of Section 1445 of the Code duly executed by the Seller, transferring all of the Seller’s right, title and interest in and to the Intellectual Property Assets to the Buyer (the “Intellectual Property Assignments”); (v) with respect to each Lease, an Assignment and Assumption of Lease in form and substance satisfactory to the Buyer (each, an “Assignment and Assumption of Lease”) and duly executed by the Seller; (viiv) with respect to the Seller Debt, payoff letters and evidence a certificate of the termination Secretary or an Assistant Secretary (or equivalent officer) of all Encumbrances on Seller certifying (i) the Purchased Assets other than Permitted Encumbrances, in form names and substance satisfactory to the Buyer. (vii) a legal opinion signatures of the Parent’s Puerto Rico counsel, in form and substance satisfactory officers of Seller who are authorized to the Buyer, with respect to (a) the existence of the Parent under Puerto Rico Law, (b) the authority and authorization of the Seller to execute and deliver sign this Agreement and the Transaction Documents and the other agreements and documents contemplated to be delivered hereunder and to consummate thereunder, (ii) that attached thereto are true and complete copies of all resolutions adopted by the transactions contemplated hereunderboard of directors of Seller authorizing the execution, delivery and (c) the due and valid execution performance of this Agreement. (viii) the applicable Registration Rights Agreement duly executed by the Seller; (ix) the LLC Agreement duly executed by the Seller and each other party thereto other than the Buyer and VOXX; (x) the Seller Closing Certificate; (xi) the FIRPTA Certificate; (xii) the certificates of the Secretary or Assistant Secretary of the Seller required by Section 7.02(j); (xiii) the 2014 Audited Financial Statements; provided, however, that the Seller shall not be required to make such delivery in the event that the Buyer fails to pay all costs and expenses in connection with the preparation of the 2014 Audited Financial Statements in accordance with Section 6.21; (xiv) all consents of third parties required for the Seller to enter into this Agreement and the transactions contemplated by this Agreement, the LLC Agreement and the other Transaction Documents (and the “Required Consents”), including but not limited to the requisite consents consummation of the Seller’s equity holders transactions contemplated hereby and debt holders (the “Seller Equity thereby, and Debt Holder Consents”); and (xv) such other customary instruments of transfer, assumption, filings or documents, in form and substance reasonably satisfactory to the Buyer, as may be required to give effect to this Agreement. (b) At the Closing, the Buyer shall deliver to the Seller the following: (i) the Purchase Price in accordance with Section 2.05; (ii) the Escrow Agreement duly executed by the Buyer; (iii) that all such resolutions are in full force and effect and are all the Assignment resolutions adopted in connection with the transactions contemplated hereby and Assumption Agreement duly executed by the Buyer; (iv) the Assignment of Indebtedness duly executed by the Buyerthereby; (v) with respect to each Lease, an a patent assignment agreement in the form of Exhibit D hereto (the “Patent Assignment and Assumption of Lease Agreement”) duly executed by Seller, effecting the Buyerassignment to and assumption by Buyer of the Business Patents; (vi) a transition services agreement in the Loan Agreement form of Exhibit E hereto (the “Transition Services Agreement”), duly executed by VOXX and the BuyerSeller; (vii) the Registration Rights Agreements Escrow Agreement in the form of Exhibit F hereto (the “Escrow Agreement”), duly executed by VOXX and/or the Buyer, as applicableSeller; (viii) a trademark assignment agreement in the LLC Agreement form of Exhibit G hereto (the “Trademark Assignment Agreement”) duly executed by VOXX Seller, effecting the assignment to and the Buyer; (ix) the assumption by Buyer Closing Certificate; and (x) the certificates of the Secretary or Assistant Secretary of the Buyer required in accordance with Section 7.03(h). (c) At the Closing, the Buyer shall deliver the Escrow Amount to the Escrow Agent pursuant to the Escrow Agreement.trademarks specified therein;

Closing Deliverables. (a) At the Closing, the Seller shall deliver to the Buyer the following: (i) the Escrow Agreement duly executed by the Seller; (ii) a xxxx of sale in form and substance satisfactory to the Buyer (the “Xxxx of Sale”) and duly executed by the Seller, transferring the tangible personal property included in the Purchased Assets to the Buyer; (iii) an assignment and assumption agreement in form and substance satisfactory to the Buyer (the “Assignment and Assumption Agreement”) and duly executed by the Seller, effecting the assignment to and assumption by the Buyer of the Purchased Assets and the Assumed Liabilities; (iv) an assignment assignments in form and substance satisfactory to Buyer (the Buyer “Intellectual Property Assignments”) and duly executed by the Seller, transferring all of the Seller’s right, title and interest in and to the Intellectual Property Assets to the Buyer (the “Intellectual Property Assignments”)Buyer; (v) with respect to each the Long Term Lease, an Assignment and Assumption of Lease in form and substance satisfactory to the Buyer (each, an “Assignment and Assumption of Lease”) and duly executed by the Seller; (vi) the Real Estate RoFR Letter Agreement, duly executed by Seller; (vii) the ITEC RoFR Letter Agreement, duly executed by Seller; (viii) a limited power of attorney with respect to the Seller Debt, payoff letters ownership and evidence operation of the termination Purchased Assets, payment of all Encumbrances on the Purchased Assets other than Permitted EncumbrancesGLOC Loan, Seller’s Debt Service and BTH Credit Line and the filing of the BTH Credit Line Mortgage, in form and substance satisfactory to the Buyer. (vii) a legal opinion of the Parent’s Puerto Rico counsel, in form Buyer and substance satisfactory to the Buyer, with respect to (a) the existence of the Parent under Puerto Rico Law, (b) the authority and authorization of the Seller to execute and deliver this Agreement and the other agreements and documents contemplated hereunder and to consummate the transactions contemplated hereunder, and (c) the due and valid execution of this Agreement. (viii) the applicable Registration Rights Agreement duly executed by the Seller; (ix) the LLC Agreement duly executed by the Seller and each other party thereto other than the Buyer and VOXX; (x) the Seller Closing Certificate; (xix) the FIRPTA Certificate; (xiixi) the certificates of the Secretary or Assistant Secretary of the Seller required by Section 7.02(j7.02(k) and Section 7.02(l); (xiii) the 2014 Audited Financial Statements; provided, however, that the Seller shall not be required to make such delivery in the event that the Buyer fails to pay all costs and expenses in connection with the preparation of the 2014 Audited Financial Statements in accordance with Section 6.21; (xiv) all consents of third parties required for the Seller to enter into this Agreement and the transactions contemplated by this Agreement, the LLC Agreement and the other Transaction Documents (the “Required Consents”), including but not limited to the requisite consents of the Seller’s equity holders and debt holders (the “Seller Equity and Debt Holder Consents”); and (xvxii) such other customary instruments of transfer, assumption, filings or documents, in form and substance reasonably satisfactory to the Buyer, as may be required to give effect to this Agreement.; and (b) At the Closing, the Buyer shall deliver to the Seller the following: (i) the Cash Consideration, less the Purchase Price Adjustment Escrow Amount and the Indemnification Escrow Amount, by wire transfer of immediately available funds to an account designated in accordance with Section 2.05writing by Seller to Buyer; (ii) the Escrow Agreement duly executed by the Buyer; (iii) the Assignment and Assumption Agreement duly executed by the Buyer; (iv) the Assignment of Indebtedness Long Term Lease, duly executed by the BuyerBuyer (or its Affiliate); (v) with respect to each Leasethe Real Estate RoFR Agreement, an Assignment and Assumption of Lease duly executed by the BuyerSeller (or its Affiliate); (vi) the Loan Agreement ITEC RoFR Agreement, duly executed by VOXX and the BuyerSeller (or its Affiliate); (vii) the Registration Rights Agreements duly executed by VOXX and/or the Buyer, as applicableBuyer Closing Certificate; (viii) the LLC Agreement duly executed by VOXX and the Buyer; (ix) the Buyer Closing Certificate; and (x) the certificates of the Secretary or Assistant Secretary of the Buyer required in accordance with by Section 7.03(g) and Section 7.03(h). (c) At the Closing, the Buyer shall deliver the Escrow Amount to the Escrow Agent pursuant Agent: (i) the Purchase Price Adjustment Escrow Amount (such amount, including any interest or other amounts earned thereon and less any disbursements therefrom in accordance with the Escrow Agreement, the “Purchase Price Adjustment Escrow Fund”) by wire transfer of immediately available funds to accounts designated by the Escrow Agent, to be held for the purpose of securing the obligations of Seller in Section 2.07(b)(vi) and Section 2.03(d); (ii) the Indemnification Escrow Amount (such amount, including any interest or other amounts earned thereon and less any disbursements therefrom in accordance with the Escrow Agreement, the “Indemnification Escrow Fund”) by wire transfer of immediately available funds to accounts designated by the Escrow Agent, to be held for the purpose of securing the indemnification obligations of Seller set forth in Article VIII and the obligations of Seller in Section 2.07(b)(vi) and Section 2.03(d); (iii) the Indebtedness Escrow Amount (such amount, including any interest or other amounts earned thereon and less any disbursements therefrom in accordance with the Escrow Agreement, the “Indebtedness Escrow Fund”) by wire transfer of immediately available funds to accounts designated by the Escrow Agent, to be held for the purpose of securing the obligations of Seller in Section 2.03(d);and (iv) the Escrow Agreement.

Closing Deliverables. (a) At the Closing, CNI shall cause Seller to, and the Seller shall shall, deliver to the Buyer the followingfollowing documents: (i) a certified true copy of the Escrow Agreement duly executed by updated register of members of the Seller;Company reflecting the transfer of the Subject Shares from Seller to Buyer, (ii) a xxxx the instrument of sale in form and substance satisfactory to the Buyer (the “Xxxx of Sale”) transfer duly executed by Seller with Buyer as transferee in respect of the Seller, transferring the tangible personal property included in the Purchased Assets to the Buyer;Subject Shares, (iii) an assignment and assumption agreement if applicable, the original share certificate in form and substance satisfactory to the Buyer (the “Assignment and Assumption Agreement”) duly executed by the Seller, effecting the assignment to and assumption by the Buyer respect of the Purchased Assets and the Assumed Liabilities;Subject Shares, (iv) an assignment in form and substance satisfactory to the Buyer and duly executed by the Seller, transferring all a certified true copy of the Seller’s right, title and interest in and resolutions of the board of directors of the Company approving the transfer of the Subject Shares from Seller to the Intellectual Property Assets to the Buyer (the “Intellectual Property Assignments”);Buyer, (v) a new share certificate issued to Buyer with respect to each Lease, an Assignment and Assumption of Lease in form and substance satisfactory to the Buyer (each, an “Assignment and Assumption of Lease”) and duly executed by the Seller;Subject Shares, (vi) with respect to the Seller Debtif applicable, payoff letters and evidence of the termination cancellation of all Encumbrances on the Purchased Assets other than Permitted Encumbrances, existing share certificate in form and substance satisfactory respect of the Subject Shares issued to the Buyer.Seller, (vii) a legal opinion of the Parent’s Puerto Rico counsel, in form and substance satisfactory to the Buyer, written confirmation signed by Xx. Xxx with respect to (a) the existence consummation of the Parent under Puerto Rico LawSettlement Agreement, (b) the authority and authorization of the Seller to execute and deliver this Agreement and the other agreements and documents contemplated hereunder and to consummate the transactions contemplated hereunder, and (c) the due and valid execution of this Agreement.and (viii) a written receipt from SAIC acknowledging the applicable Registration Rights Agreement duly executed by filing of registration papers with respect to the Seller; (ix) the LLC Agreement duly executed by the Seller and each other party thereto other than the Buyer and VOXX; (x) the Seller Closing Certificate; (xi) the FIRPTA Certificate; (xii) the certificates of the Secretary or Assistant Secretary of the Seller required by Section 7.02(j); (xiii) the 2014 Audited Financial Statements; provided, however, that the Seller shall not be required to make such delivery share transfer contemplated in the event that the Buyer fails to pay all costs and expenses in connection with the preparation of the 2014 Audited Financial Statements in accordance with Section 6.21; (xiv) all consents of third parties required for the Seller to enter into this Agreement and the transactions contemplated by this Agreement, the LLC Agreement and the other Transaction Documents (the “Required Consents”), including but not limited to the requisite consents of the Seller’s equity holders and debt holders (the “Seller Equity and Debt Holder Consents”); and (xv) such other customary instruments of transfer, assumption, filings or documents, in form and substance reasonably satisfactory to the Buyer, as may be required to give effect to this AgreementOnshore SPA. (b) At the Closing, the Buyer Company shall, and the Founder shall cause the Company to, deliver to Buyer the Seller the followingfollowing documents: (i) a certified true copy of the Purchase Price resolutions of the board of directors of the Company increasing the board of directors to a three member board and approving the appointment of the person designated by Buyer in accordance with Section 2.05;the Shareholders’ Agreement to the board of directors of the Company, and (ii) the Escrow Agreement duly executed by the Buyer; (iii) the Assignment and Assumption Agreement duly executed by the Buyer; (iv) the Assignment of Indebtedness duly executed by the Buyer; (v) with respect to each Lease, an Assignment and Assumption of Lease duly executed by the Buyer; (vi) the Loan Agreement duly executed by VOXX and the Buyer; (vii) the Registration Rights Agreements duly executed by VOXX and/or the Buyer, as applicable; (viii) the LLC Agreement duly executed by VOXX and the Buyer; (ix) the Buyer Closing Certificate; and (x) the certificates a certified true copy of the Secretary or Assistant Secretary register of directors of the Company reflecting the appointment of the person designated by Buyer required in accordance with Section 7.03(h)the Shareholders’ Agreement to the board of directors of the Company. (c) At the Closing, Datong Investment shall, and the Founder shall cause Datong Investment to, deliver to Seller a certified copy of the resolutions duly and validly adopted by Datong Investment’s shareholders dated as of the date immediately prior to the Closing and acknowledged by the Buyer shall deliver the Escrow Amount Designee, authorizing Datong Investment’s distribution of RMB 10,000,000 to the Escrow Agent pursuant Meidiya prior to the Escrow AgreementDecember 31, 2012.

Closing Deliverables. (a) At the Closing, the Seller shall execute and deliver to the Buyer the following:following (collectively, the “Conveyance Documents”): (i) the Escrow Agreement duly executed by the Seller; (ii) a xxxx bills of sale in the form and substance satisfactory to the Buyer of Exhibit C attached hereto (the “Xxxx Bill of Sale”) and duly executed by the Seller, transferring the tangible personal property Inventory and the Tangible Personal Property (other than the Titled Vehicles) included in the Purchased Assets to the applicable Buyer; (ii) a bill of sale in the form of Exhibit D attached hereto (the “Vehicle Bill of Sale”) and duly executed by Seller, transferring the Titled Vehicles and Equipment included in the Purchased Assets to Buyer; (iii) an assignment and assumption agreement in the form and substance satisfactory to the Buyer of Exhibit E attached hereto (the “Assignment and Assumption Agreement”) and duly executed by the Seller, effecting the assignment to and assumption by the Buyer of the Purchased Assets (other than Tangible Personal Property) and the Assumed Liabilities; (iv) an assignment and assumption of lease for the Leases in the form and substance satisfactory to the Buyer and duly executed by the Seller, transferring all of the Seller’s right, title and interest in and to the Intellectual Property Assets to the Buyer Exhibit F attached hereto (the “Intellectual Property Lease Assignments”); (v) with respect to each Lease, an Assignment and Assumption of Lease in form and substance satisfactory to the Buyer (each, an “Assignment and Assumption of Lease”) and duly executed by Seller, effecting the assignment to and assumption by Buyer of each Lease; (v) an assignment and assumption of trademarks and tradenames in the form of Exhibit G attached hereto (the “Trademark Assignment and Assumption Agreement”) and duly executed by Seller; (vi) with respect a statement of the Accounts Receivable in the accounting records of Seller on a site by site or by a customer by costumer basis, and related to the Purchased Assets, provided that Seller Debt, payoff letters and evidence shall provide a preliminary statement of the termination of all Encumbrances on the Purchased Assets other than Permitted Encumbrances, in form and substance satisfactory Accounts Receivable to Buyer ten (10) days prior to the Buyer.Closing Date; (vii) a legal opinion of the Parent’s Puerto Rico counsel, in form and substance satisfactory to the Buyer, with respect to (a) the existence of the Parent under Puerto Rico Law, (b) the authority and authorization of the Seller to execute and deliver this Agreement and the other agreements and documents contemplated hereunder and to consummate the transactions contemplated hereunder, and (c) the due and valid execution of this Agreement. (viii) the applicable Registration Rights Agreement duly executed by the Seller; (ix) the LLC Agreement duly executed by the Seller and each other party thereto other than the Buyer and VOXX; (x) the Seller Closing Certificate; (xi) the FIRPTA Certificate; (xiiviii) the certificates of the Secretary or Assistant Secretary of the Seller required by Section 7.02(j7.02(e) and Section 7.02(f); (xiiiix) a settlement statement, prepared by the 2014 Audited Financial Statements; providedTitle Company, however, that signed by Xxxxxx describing the Seller shall not Purchase Price to be required to make such delivery in the event that the Buyer fails to pay all costs and expenses in connection with the preparation of the 2014 Audited Financial Statements in accordance with Section 6.21paid at Closing; (xiv) all consents of third parties required for the Seller to enter into this Agreement and the transactions contemplated by this Agreement, the LLC Agreement and the other Transaction Documents (the “Required Consents”), including but not limited to the requisite consents of the Seller’s equity holders and debt holders (the “Seller Equity and Debt Holder Consents”); and (xvx) such other customary instruments of transfer, assumption, filings or documents, in form and substance reasonably satisfactory to the BuyerParties, as may be required to give effect to this Agreement; (xi) with respect to each parcel of Transferred Real Property, a special warranty or equivalent deed in accordance with local custom and practice (each, a “Deed”), conveying to Buyer (or Buyer’s designee) the respective parcel of Transferred Real Property; (xii) with respect to the Transferred Real Property, an owner’s affidavit from Seller, in form and substance reasonably acceptable to Buyer, Seller and the Title Insurance Company; (xiii) with respect to the Transferred Real Property, a properly executed IRS Form W-9 from the applicable Seller Entity (or, in the case of a Seller Entity that is disregarded from its owner for U.S. federal income tax purposes, from such entity’s regarded owner); (xiv) with respect to the Transferred Real Property, a nonresidential real estate registration certificate or similar local certificate from Seller, in form and substance reasonably acceptable to Buyer, Seller and the Title Insurance Company; (xv) with respect to the Transferred Real Property, a 1099-S certificate from Seller, in form and substance reasonably acceptable to Buyer, Seller and the Title Insurance Company; (xvi) any transfer tax declaration, affidavit or disclosure form required by applicable Law in order to effectuate the transfer of the Transferred Real Property, as provided in this Agreement; (xvii) an assignment and assumption of the Supplier Based Intangible and, if applicable, Branding Agreements duly executed by Seller in the form attached hereto as Exhibit H (the “Assignment and Assumption Agreement of SBI”); (xviii) The consents and approvals listed in Section 3.02(a)(xviii) and Section 4.07(b) of the Disclosure Schedules (the “Required Consents”); (xix) A certificate of good standing for Seller issued by the Secretary of State (or other appropriate Governmental Authority) of the state of incorporation or organization of Seller, and certificate of foreign qualification for the states listed on Section 3.02(a)(xix) of the Disclosure Schedules, each dated as of a date no more than sixty (60) days before the Closing Date; (xx) Estoppel Certificates from each landlord under each Lease, dated not more than sixty (60) days prior to the Closing Date, substantially in the form of Exhibit I (the “Required Landlord Estoppel Certificates”), provided that, if a landlord will not provide a landlord estoppel certificate, Seller may provide a Seller estoppel certificate in lieu of such landlord estoppel certificate, in substantially the same form as provided in Exhibit I, so long as such Seller estoppel certificates do not exceed 20% of the EBITDA generated from the Business located at the Leased Real Properties, and for avoidance of doubt, such Seller estoppel certificates shall in no way be subject to the Deductible described in Article VIII; (xxi) Estoppel Certificates from each tenant or subtenant, as applicable for each Tenant Lease substantially in the form of Exhibit L (the “Required Tenant Estoppel Certificates"), Seller agreeing to use reasonable efforts to cause such estoppel certificates to be dated not more than sixty (60) days prior to the Closing Date, provided that, if a tenant will not provide a tenant estoppel certificate, Seller may provide a Seller estoppel certificate in lieu of such landlord estoppel certificate, in substantially the same form as provided in Exhibit L, so long as such Seller estoppel certificates do not exceed 20% of the EBITDA generated from the Tenant Leases, and for avoidance of doubt, such Seller estoppel certificates shall in no way be subject to the Deductible described in Article VIII; (xxii) payoff letters evidencing the amount to satisfy all payment obligations for existing indebtedness and the full release of all liens on any of the Purchased Assets other than Permitted Encumbrances; (xxiii) all Books and Records of Seller; (xxiv) the registration form for each underground and aboveground storage tank at the Facilities (inclusive of all site specific information, i.e., tank information, FID numbers, Location address, etc.) and a copy of all documents or forms that may be required by applicable Environmental Laws related to the transfer of ownership of underground storage tanks, aboveground storage tanks, containers, piping, and pipelines, hoses, pumps, dispensers, appurtenances, or other equipment as described in this Agreement; (xxv) an assignment and assumption agreement of the Membership Interests, in the form of Exhibit O attached hereto, duly executed by Seller (“Assignment and Assumption Agreement of Membership Interests”); (xxvi) a Bill of Sale for each state in which the UST Systems and AST Systems are located, in each case, in the form of Exhibit N attached hereto; (xxvii) copies of all Tax exemption certificates in Seller’s possession for all non-taxable/reseller customers of Seller Entities; (xxviii) the Transition Services Agreement, duly executed by Seller; (xxix) evidence reasonably satisfactory to the Buyer of the assignment of plan sponsorship of the Assumed Benefit Plans to Buyer or one of its Affiliates effective as of the Closing Date; and (xxx) the Registration Rights Agreement, duly executed by Seller, in substantially the form attached hereto as Exhibit P (the “Registration Rights Agreement”). (b) At the Closing, the Buyer shall deliver to the Seller the following: (i) the Closing Purchase Price and, if applicable, all amounts for any Pre-Closing ACT by wire transfer of immediately available funds to an account designated in accordance with Section 2.05writing by Seller to Buyer; (ii) the Escrow Agreement duly executed by the Buyer; (iii) the Assignment and Assumption Agreement duly executed by Xxxxx; (iii) the BuyerLease Assignments duly executed by Xxxxx, effecting the assignment to and assumption by Xxxxx of each Lease; (iv) the Trademark Assignment of Indebtedness and Assumption Agreement duly executed by the BuyerXxxxx; (v) with respect to each Lease, an Assignment and Assumption of Lease duly executed by the BuyerBuyer Closing Certificate; (vi) the Loan Agreement duly executed certificates of the Secretary of Buyer required by VOXX Section 7.03(e) and the BuyerSection 7.03(f); (vii) Copies of completed registrations for UST Systems as required pursuant to Environmental Law for each Real Property indicating, respectively, the Registration Rights Agreements duly executed by VOXX and/or the Buyertransfer of UST System ownership, as applicableprovided, that, Buyer shall have up to thirty (30) days following Closing to provide Seller with such copies if Buyer is unable to complete such registrations prior to Closing; (viii) If not previously provided to Seller, copies of any filings or applications for transfers of Environmental Permits pertaining to any of the LLC Agreement duly executed by VOXX Real Property, and the Buyerany approvals of such transfers received from Governmental Authorities, as required pursuant to Environmental Law to have been sought and/or obtained prior to Closing; (ix) a settlement statement, prepared by the Buyer Title Company, signed by Xxxxx describing the Closing CertificatePurchase Price to be paid at Closing; (x) any transfer tax affidavit or disclosure form required by applicable Law in order to effectuate the transfer of the Transferred Real Property as provided in this Agreement; (xi) the Assignment and Assumption Agreement of SBI duly executed by Xxxxx; (xii) the Transition Services Agreement duly executed by Xxxxx; (xiii) Assignment and Assumption Agreement of Membership Interests duly executed by Xxxxx; and (xxiv) the certificates of Registration Rights Agreement, duly executed by XXXX, in substantially the Secretary or Assistant Secretary of the Buyer required in accordance with Section 7.03(h). (c) At the Closing, the Buyer shall deliver the Escrow Amount to the Escrow Agent pursuant to the Escrow Agreement.form attached hereto as Exhibit P.

Closing Deliverables. (a) At the Closing, the Seller shall deliver to the Buyer the following: (i) the Escrow Agreement duly executed by the Seller; (ii) : a xxxx full warranty bxxx of sale in form and substance satisfactory to the Buyer (the “Xxxx Bxxx of Sale”) duly executed by the Seller, transferring the tangible personal property included in the Purchased Assets to the Buyer; (iii) an assignment ; and assumption agreement in form and substance satisfactory to the Buyer (the “Assignment and Assumption Agreement”) duly executed by the Seller, effecting the assignment to and assumption by the Buyer a certificate of the Purchased Assets Secretary or an Assistant Secretary (or equivalent officer) of Seller certifying (i) the names and the Assumed Liabilities; (iv) an assignment in form and substance satisfactory to the Buyer and duly executed by the Seller, transferring all signatures of the Seller’s right, title and interest in and officers of Seller who are authorized to the Intellectual Property Assets to the Buyer (the “Intellectual Property Assignments”); (v) with respect to each Lease, an Assignment and Assumption of Lease in form and substance satisfactory to the Buyer (each, an “Assignment and Assumption of Lease”) and duly executed by the Seller; (vi) with respect to the Seller Debt, payoff letters and evidence of the termination of all Encumbrances on the Purchased Assets other than Permitted Encumbrances, in form and substance satisfactory to the Buyer. (vii) a legal opinion of the Parent’s Puerto Rico counsel, in form and substance satisfactory to the Buyer, with respect to (a) the existence of the Parent under Puerto Rico Law, (b) the authority and authorization of the Seller to execute and deliver sign this Agreement and the Transaction Documents and the other agreements and documents contemplated to be delivered hereunder and to consummate thereunder, (ii) that attached thereto are true and complete copies of all resolutions adopted by the transactions contemplated hereunderboard of directors of Seller authorizing the execution, delivery and (c) the due and valid execution performance of this Agreement. (viii) the applicable Registration Rights Agreement duly executed by the Seller; (ix) the LLC Agreement duly executed by the Seller and each other party thereto other than the Buyer and VOXX; (x) the Seller Closing Certificate; (xi) the FIRPTA Certificate; (xii) the certificates of the Secretary or Assistant Secretary of the Seller required by Section 7.02(j); (xiii) the 2014 Audited Financial Statements; provided, however, that the Seller shall not be required to make such delivery in the event that the Buyer fails to pay all costs and expenses in connection with the preparation of the 2014 Audited Financial Statements in accordance with Section 6.21; (xiv) all consents of third parties required for the Seller to enter into this Agreement and the transactions contemplated by this Agreement, the LLC Agreement and the other Transaction Documents (and the “Required Consents”), including but not limited to the requisite consents consummation of the Seller’s equity holders transactions contemplated hereby and debt holders thereby, and (iii) that all such resolutions are in full force and effect and are all the “Seller Equity resolutions adopted in connection with the transactions contemplated hereby and Debt Holder Consents”)thereby; and (xv) such other customary instruments of transfer, assumption, filings or documents, in form and substance reasonably satisfactory to the Buyer, as may be required to give effect to this Agreement. (b) At the Closing, the Buyer shall deliver to the Seller the following: : 75% of the Purchase Price (with 25% to be held in escrow with Buyer’s counsel and paid out to Seller as Buyer confirms that the Purchased Assets are in good working order); and a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of Buyer certifying (i) the Purchase Price in accordance with Section 2.05; names and signatures of the officers of Buyer authorized to sign this Agreement, the Transaction Documents and the other documents to be delivered hereunder and thereunder, (ii) the Escrow Agreement duly executed that attached thereto are true and complete copies of all resolutions adopted by the Buyer; 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 Assignment resolutions adopted in connection with the transactions contemplated hereby and Assumption Agreement duly executed by the Buyer; (iv) the Assignment of Indebtedness duly executed by the Buyer; (v) with respect thereby. Buyer shall deliver fully endorsed physical share certificates to each Lease, an Assignment and Assumption of Lease duly executed by the Buyer; (vi) the Loan Agreement duly executed by VOXX Seller and the Buyer; (vii) the Registration Rights Agreements duly executed by VOXX and/or the Buyer, as applicable; (viii) the LLC Agreement duly executed by VOXX and the Buyer; (ix) the Buyer Closing Certificate; and (x) the certificates Escrow Agent within 10 business days of the Secretary or Assistant Secretary of the Buyer required in accordance with Section 7.03(h)Closing. (c) At The Buyer will have thirty (30) calendar days from the Closing, installation of the Purchased Assets at the Buyer’s designated hosting facility to confirm that the Purchased Assets are in good working order. Buyer shall deliver notify Seller of each S-9 Unit claimed to be defective within such time period, together with the Escrow Amount particular defect for each such Unit. Seller shall have ten (10) Business Days from receipt of such notice to respond to such notice and propose a remedy for the Escrow Agent pursuant specified defect. The Parties agree to work in good faith to resolve any claim that any Units are defective. Upon the Escrow AgreementSixty-first (61) day after Buyer’s receipt of delivery of the Purchased Assets, Buyer shall release such fraction of the 25% of the Purchase Price held in escrow, determined as follows: the numerator of the fraction shall be the number of S-9 Units that are not defective, and the denominator shall be 6000. If the Parties fail to agree on a remedy for any S-9 Unit claimed to be defective within ninety (90) days after delivery of the Purchased Assets, Seller shall have the option to demand return of such Unit (s) at Seller’s expense. On the ninety-first day after delivery of the Purchased Assets, Buyer shall release remaining the portion of the Purchase Price attributable to any remaining S-9 Units for which a defect was claimed but which units have been accepted or used by Buyer.

Closing Deliverables. (a) At the Closing, the Seller shall deliver to the Buyer the following: (i) the Escrow Agreement duly executed by the Seller; (ii) a xxxx of sale in the form of Exhibit A hereto in form and substance satisfactory to the Buyer (the “Xxxx of Sale”) and duly executed by the Seller, transferring the tangible personal property included in the Purchased Assets to Buyer; (ii) releases of any claims from each holder of Notes and any holder of equity in Seller in the forms satisfactory to Buyer; (iii) an assignment and assumption agreement in form and substance satisfactory accredited investor questionnaires from each holder of Notes to the Buyer (the “Assignment and Assumption Agreement”) duly executed by the Seller, effecting the assignment to and assumption by the Buyer of the Purchased Assets and the Assumed Liabilitiesreceive Share Consideration; (iv) evidence reasonably satisfactory to Buyer that no portion of the Share Consideration shall be received by Xx. Xxxxx or Xx. Xxxx in their capacity as equityholders of Seller; (v) confirmation from BrenesCo LLC that any intellectual property it prepared in connection with services provided for Seller is property of Seller and Buyer can use such intellectual property (the “BrenesCo Consent”); (vi) an assignment in the form and substance satisfactory to of Exhibit B hereto (the Buyer “Intellectual Property Assignment”) and duly executed by the Seller, transferring all of the Seller’s right, title and interest in and to the Intellectual Property Assets to the Buyer (the “Intellectual Property Assignments”); (v) with respect to each Lease, an Assignment and Assumption of Lease any intellectual property included in form and substance satisfactory to the Buyer (each, an “Assignment and Assumption of Lease”) and duly executed by the Seller; (vi) with respect to the Seller Debt, payoff letters and evidence of the termination of all Encumbrances on the Purchased Assets other than Permitted Encumbrances, in form and substance satisfactory to the Buyer.; (vii) a legal opinion certificate pursuant to Treasury Regulations Section 1.1445-2(b) that Seller is not a foreign person within the meaning of Section 1445 of the Parent’s Puerto Rico counselInternal Revenue Code, in form and substance satisfactory to the Buyer, with respect to (a) the existence of the Parent under Puerto Rico Law, (b) the authority and authorization of the Seller to execute and deliver this Agreement and the other agreements and documents contemplated hereunder and to consummate the transactions contemplated hereunder, and (c) the due and valid execution of this Agreement.duly executed by Seller; (viii) a good standing certificate from the applicable Registration Rights Agreement duly executed by state of Delaware and the Seller;state of New York; and (ix) the LLC Agreement duly executed by the Seller and each other party thereto other than the Buyer and VOXX; (x) the Seller Closing Certificate; (xi) the FIRPTA Certificate; (xii) the certificates a certificate of the Secretary or Assistant Secretary (or equivalent officer) of Seller certifying as to (A) the resolutions of the Seller required by Section 7.02(j); (xiii) board of directors and stockholders of Seller, duly adopted and in effect, which authorize the 2014 Audited Financial Statements; providedexecution, however, that the Seller shall not be required to make such delivery in the event that the Buyer fails to pay all costs and expenses in connection with the preparation performance of the 2014 Audited Financial Statements in accordance with Section 6.21; (xiv) all consents of third parties required for the Seller to enter into this Agreement and the transactions contemplated by hereby, and (B) the names and signatures of the officers of Seller authorized to sign this Agreement, the LLC Agreement and the other Transaction Documents (the “Required Consents”), including but not limited documents to the requisite consents of the Seller’s equity holders and debt holders (the “Seller Equity and Debt Holder Consents”); and (xv) such other customary instruments of transfer, assumption, filings or documents, in form and substance reasonably satisfactory to the Buyer, as may be required to give effect to this Agreementdelivered hereunder. (b) At the Closing, the Buyer shall deliver to the Seller the following: (i) the Purchase Price Price, by issuing the Share Consideration on behalf of Seller to the Noteholders (in accordance with Section 2.05satisfaction of any and all amounts owed by Seller under the Notes, all as set forth on the Schedule of Noteholders); (ii) Buyer shall have executed the Escrow Agreement duly executed by the Buyer;Xxxx of Sale referred to in Section 2.02(a)(i); and (iii) the Assignment and Assumption Agreement duly executed by the Buyer; (iv) the Assignment of Indebtedness duly executed by the Buyer; (v) with respect to each Lease, an Assignment and Assumption of Lease duly executed by the Buyer; (vi) the Loan Agreement duly executed by VOXX and the Buyer; (vii) the Registration Rights Agreements duly executed by VOXX and/or the Buyer, as applicable; (viii) the LLC Agreement duly executed by VOXX and the Buyer; (ix) the Buyer Closing Certificate; and (x) the certificates a certificate of the Secretary or Assistant Secretary (or equivalent officer) of Buyer certifying as to (A) the resolutions of the board of directors and audit committee of Buyer, duly adopted and in effect, which authorize and approve the execution, delivery and performance of this Agreement and the transactions contemplated hereby, and (B) the names and signatures of the officers of Buyer required in accordance with Section 7.03(h)authorized to sign this Agreement and the documents to be delivered hereunder. (c) At the Closing, the Buyer shall deliver the Escrow Amount to the Escrow Agent pursuant to the Escrow Agreement.